UNITED STATES
                       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, 1998                                                 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 No.)


                                                           
411 West Putnam Avenue, Suite 270, Greenwich, CT               06830
------------------------------------------------               -----
 (Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including
  area code                                                  203-862-7444
                                                             ------------

          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

         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 ].
<PAGE>

                       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".

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 herein by reference (see Exhibit 28).

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").  As of February 28, 1995,  Presidio Boram
Corp.,  a  subsidiary  of  Presidio,  replaced  Z  Square G  Partners  II as the
Associate General Partner. On August 28, 1997, an affiliate of NorthStar Capital
Partners acquired all of the Class B shares of Presidio, the corporate parent of
the  General  Partners.   This   acquisition,   when  aggregated  with  previous
acquisitions,  caused NorthStar  Capital Partners to acquire indirect control of
the General  Partners.  Presidio  was also party to an  Administrative  Services
Agreement with Wexford Management LLC ("Wexford")  pursuant to which Wexford was
responsible  for the day-to-day  management of Presidio and, among other things,
had authority to designate directors of the General Partners.

On November 2, 1997, the Administrative  Services Agreement between Presidio and
Wexford expired. Effective November 3, 1997, Wexford and Presidio entered into a
new Administrative Services Agreement (the "ASA"), which expired on May 3, 1998.
Under the  terms of the ASA,  Wexford  provided  consulting  and  administrative
services to Presidio  and its  affiliates,  including  the General  Partners and
Registrant.  Presidio also entered into a management  agreement  with  NorthStar
Presidio Management Company, LLC ("NorthStar Presidio").  Under the terms of the
management  agreement,  NorthStar Presidio provides the day-to-day management of
Presidio and its direct and indirect subsidiaries and affiliates.

Effective July 31, 1998, Presidio is indirectly  controlled by NorthStar Capital
Investment Corp. ("NorthStar"), a Maryland corporation.

At January 1, 1998, Registrant's remaining portfolio consisted of equipment with
an  original  cost  of   approximately   $54,413,000   (net  carrying  value  of
approximately  $9,680,000) of which approximately  $1,969,000 (fully depreciated
at January 1, 1998) was off-lease.
<PAGE>
During the year ended  December 31,  1998,  Registrant sold one Boeing  727-227
aircraft originally purchased for approximately  $13,782,000 and which had a net
carrying value of $3,405,000 at the time of  disposition  (net of allowances for
equipment  impairment  aggregating  approximately  $5,005,000  provided in prior
years with respect to such  equipment),  for net sale proceeds of  approximately
$3,763,000, or approximately $12.42 per Unit.

As of December 31, 1998,  Registrant was the owner of three aircraft and related
engines as well as one additional  aircraft engine and components,  which in the
aggregate represented 100% of its remaining equipment on an original cost basis.
The lease of two aircraft  expired in January 1998 and August 1998 and the third
lease is  scheduled to expire on December  31,  1999.  Registrant  also owns one
Rolls Royce engine (the "Hawaiian  Engine") that had  previously  been leased to
Hawaiian Airlines, Inc. ("Hawaiian") and which is currently off-lease.

Registrant  is attempting  to sell the three  remaining  aircraft as promptly as
possible  with a view towards  liquidating  Registrant's  entire  portfolio  and
winding up its business prior to the end of 1999.

Description of Business

Registrant's  revenues from equipment are derived  primarily from lease payments
from lessees. None of such lessees are affiliated with Registrant.  During 1998,
lease  payments  from the  following  lessees  were the source of 10% or more of
Registrant's leasing revenues:  Continental Micronesia,  Inc. ("Air Micronesia")
(76%)  and  Southwest  Airlines  Co.  ("Southwest")  (24%).   Registrant's  sole
remaining lease is with Air Micronesia.

Competition

The  equipment  leasing  industry,  particularly  as it relates to aircraft,  is
highly competitive. The aircraft leasing industry offers users an alternative to
the purchase of nearly every type of aircraft.  The competitive  conditions vary
considerably depending on the type of aircraft and the nature of the prospective
user.

Registrant  has  encountered  competition  in attempting to re-lease or sell its
aircraft  as  they  have  come  off-lease  due to a  surplus  in the  market  of
narrow-body   aircraft  similar  to  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,  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.

Registrant  may  need to use  cash,  which  would  otherwise  be  available  for
distribution,  to upgrade or enhance off-lease aircraft if Registrant determines
that  such  expenditures  are in its best  interest  in order  to  maximize  the
remarketing value of such 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.
<PAGE>
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.

Employees

Registrant does not have any employees.  NorthStar  Presidio  currently performs
accounting,  secretarial,  transfer and administrative  services for Registrant.
NorthStar  Presidio also performed  similar services for other affiliates of the
Managing General Partner.  Integrated  Resources Equipment Group, Inc. ("IREG"),
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".

Foreign Operations

Registrant  owns  one  aircraft,  which  is  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").

Item 2.           Properties

The following  table sets forth the equipment owned by Registrant as of March 1,
1999:
<TABLE>
<CAPTION>
       Type of Equipment                   Date of Purchase                  Type of Ownership or Interest
       -----------------                   ----------------                  -----------------------------
<S>                                       <C>                          <C>                                                    
One Rolls Royce Aircraft Engine           September 30, 1987           Full ownership, not subject to any lien.
and Components

One 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>


Item 3.           Legal Proceedings

None.



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

None.
<PAGE>
PART II


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

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

As of March 1, 1999, there were approximately  10,200 record holders of Units of
Registrant owning an aggregate of 300,005 Units.

During the past two years, Registrant 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           Amount of Distribution Per Unit(1)
   to Quarter Ended
--------------------------------------------------------------------------------
                                             1998                   1997
                                          ----------            ----------
<S>                                       <C>                   <C>       
   March 31                               $        -            $     2.30
   June 30                                $    10.00            $        -
   September 30                           $    12.40            $        -
   December 31                            $        -            $        -
</TABLE>
-------------

 (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.

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.

(b) Not applicable.

<PAGE>
Item 6.           Selected Financial Data
<TABLE>
<CAPTION>

                                                          Year ended December 31,
                               ---------------------------------------------------------------------------
                                   1998            1997            1996           1995            1994
                               -----------     -----------     -----------     -----------     -----------
<S>                            <C>             <C>             <C>             <C>             <C>        
Revenues (1) .............     $ 1,917,930     $ 3,069,420     $ 3,274,777     $ 4,794,552     $10,230,235
Net Income (Loss)
  (1) (2) (3) (4) ........     $   172,681     $   640,155     $   235,176     $ 1,732,664     $ 2,258,086
Net income (Loss)
  Per Unit (1) (2) (3) (4)     $       .57     $      2.11     $       .78     $      5.72     $      7.45
Distribution Per Unit ....     $     22.40     $      2.30     $      9.85     $     36.00     $     19.50
Total Assets .............     $ 8,021,712     $14,617,887     $15,492,237     $19,014,283     $29,268,853
Long-Term Obligations ....     $      --       $      --       $      --       $      --       $      --
Total Partners' Equity ...     $ 7,712,718     $14,328,029     $14,384,855     $17,134,577     $26,311,188
</TABLE>
    (1)  Included in these amounts are $228,113,  $198,047,  $218,863,  $380,660
         and $225,255 of interest  income from  short-term  investments  for the
         years ended December 31, 1998, 1997, 1996, 1995 and 1994, respectively.
         Additionally,  revenues  include  interest income from leases accounted
         for under the financing method of $776,  $43,006 and $251,463,  for the
         years  ended  December  31,  1996,  1995 and 1994,  respectively.  Such
         amounts are included in Net Income (Loss).

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

    (3)  Included in such  amounts  are gains  (losses)  on the  disposition  of
         equipment of $357,966, $10,597, $(46,643), $562,932 and $54,420 for the
         years ended December 31, 1998, 1997, 1996, 1995 and 1994, respectively.
         Additionally,   Registrant  realized  a  gain  from  the  sale  of  the
         marketable securities of $398,377 for the year ended December 31, 1995.

    (4)  Included  in such  amounts  is a  provision  for  doubtful accounts  of
         $202,626 for the year ended December 31, 1994.


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

Liquidity and Capital Resources


During  1998,  Registrant  generated   distributable  cash  from  operations  of
approximately  $512,000 or approximately  $1.69 per Unit and distributable  cash
from  sales of  approximately  $3,763,000  or  approximately  $12.42  per  Unit.
Registrant  made cash  distributions  to limited  partners in 1998 of $22.40 per
Unit,  which included $8.31 per Unit  attributable  to  undistributed  cash from
operations from prior periods. As of December 31, 1998, Registrant had operating
reserves of approximately $2,020,000 (or approximately $6.67 per Unit) which was
comprised  of  undistributed  cash from  operations  and sales of  approximately
$520,000 as well as the original  working  capital of $1,500,000 (1% of original
offering  proceeds).   Although  expense  levels  have  been  reduced,  most  of
Registrant's  future  administrative  expenses  (i.e.,  accounting  and investor
services, including printing) are fixed and thus will not decrease significantly
during future  operating  periods.  Other expenses such as insurance and fees to
affiliates will decline during such periods.

During 1999, Registrant anticipates receiving  approximately $831,000 of rentals
from  one  non-cancelable  lease  accounted  for  as an  operating  lease  which
represents  approximately $2.74 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 the
proceeds  generated  by the  sales of  Registrant's  remaining  assets  (such as
aircraft) and requirements  for operating  reserves,  if any.  Equipment with an
original cost of approximately $26,849,000 was off-lease at December 31, 1998.

Set forth below is a description  of various  transactions,  which have impacted
the liquidity of Registrant during 1998 and 1997:

(i)      Registrant anticipates that it will encounter competition in attempting
         to sell the  Hawaiian  Engine due to its  condition as well as due to a
         surplus in the market for engines.  In November 1997,  Registrant  sold
         certain engine  components to an unaffiliated  third party for net sale
         proceeds  aggregating  $6,737.  Such  equipment,  net of allowances for
         equipment impairment  aggregating $1,427,250 previously provided, had a
         zero carrying value when sold.

         At December  31,  1998,  the  Hawaiian  Engine (net of  allowances  for
         equipment impairment  aggregating  $1,167,750  previously provided) was
         fully depreciated.

(ii)     On March  31,  1993,  Registrant  leased  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  provided  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 were repaid by Registrant
         through  the  application  of  rental  credits  such  that  Continental
         recouped  the  aggregate  cost  of  the  Initial  Modifications  over a
         36-month period with interest at 9.31% per annum.
<PAGE>
         Further,  Continental  has  made  certain  other  modifications  to the
         aircraft which Registrant  provided  financing through credits ("Lessor
         Financing Credits") against base rental payments due under the Air Mike
         Leases.  The lessee repaid Lessor  Financing  Credits  through  monthly
         payments  which were  amortized  at the rate of 9.31% per annum over 36
         months.  Through December 31, 1998,  Registrant had provided  financing
         aggregating  approximately  $1,308,000.  Such  amount,  net of  amounts
         repaid,  was  reflected  on the balance  sheets at December 31, 1997 as
         Note Receivable.  Registrant sold one aircraft to an unaffiliated third
         party during the third quarter of 1998.  Additionally,  Registrant  has
         agreed  to extend  the term of the lease  with  respect  to the  second
         aircraft until December 31, 1999 at the same lease rate.

         At December 31, 1998, the net carrying value of the aircraft aggregated
         approximately  $3,233,900  (net of allowances for equipment  impairment
         aggregating approximately $5,005,000 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 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  Registrant  agreed to
         extend the leases for two additional  years at 125% of the then current
         lease  rate.  Registrant  and  Southwest  had  agreed  to a  short-term
         extension of the leases to facilitate  the return of the  aircraft.  In
         January  1998,  one of the  aircraft  was  returned  and the second was
         returned in August 1998. At December 31, 1998,  the net carrying  value
         of the Southwest Aircraft aggregated  approximately  $2,463,800 (net of
         allowances   for  equipment   impairment   aggregating  of  $10,400,000
         previously provided).

As of December 31, 1998,  Registrant was the owner of three aircraft and related
engines as well as one additional  aircraft engine and components,  which in the
aggregate  represented  100% of its  remaining  equipment,  on an original  cost
basis.   Such  aircraft  and  engine  had  an  original  cost  of  approximately
$40,631,000 (net carrying value of approximately $5,698,000).

Registrant  may  need to use  cash,  which  would  otherwise  be  available  for
distribution,  to upgrade or enhance off-lease aircraft if Registrant determines
that  such  expenditures  are in its best  interest  in order  to  maximize  the
remarketing value of such aircraft.

During 1998,  Registrant sold one Boeing 727-227 aircraft  originally  purchased
for  approximately  $13,782,000 and which had a net carrying value of $3,405,000
at  the  time  of  disposition  (net  of  allowances  for  equipment  impairment
aggregating  approximately  $5,005,000  provided with respect to such equipment)
for net sale proceeds of approximately  $3,763,000,  or approximately $12.42 per
Unit.

Registrant  is  attempting  to sell its three  remaining  aircraft  and Hawaiian
Engine as promptly  as possible  with a view  towards  liquidating  Registrant's
entire  portfolio and winding up the business of Registrant  prior to the end of
1999.
<PAGE>
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.


Year 2000 compliance

The  Year  2000   compliance   issue  concerns  the  inability  of  computerized
information systems and equipment to accurately  calculate,  store or use a date
after  December  31,  1999,  as a result of the year being stored as a two digit
number.  This  could  result  in a system  failure  or  miscalculations  causing
disruptions  of  operations.  Registrant  and NorthStar  Presidio  recognize the
importance  of ensuring  that its  business  operations  are not  disrupted as a
result of Year 2000 related computer system and software issues.

NorthStar  Presidio  is in  the  process  of  assessing  its  internal  computer
information systems and is taking the steps necessary to remediate these systems
so that they will be Year 2000  compliant.  In connection  therewith,  NorthStar
Presidio has installed a new fully  compliant  accounting and reporting  system.
NorthStar  Presidio is also reviewing its other  internal  systems and programs,
along with those of its unaffiliated third party service providers,  in order to
ensure compliance.

Because this  assessment is ongoing,  the total cost of bringing all systems and
equipment into Year 2000  compliance has not been fully  quantified.  Based upon
available information, NorthStar Presidio does not believe that these costs will
have a material adverse effect on Registrant's business,  financial condition or
results.  Where Registrant's  present intention is to wind up its business prior
to the end of 1999, it is possible that there could be adverse  consequences  to
Registrant  as a  result  of Year  2000  issues  that are  outside  Registrant's
control.  NorthStar  Presidio is in the preliminary  stages of evaluating  these
issues and will be developing contingency plans.

Results of Operations - 1998 as Compared to 1997

Rental revenues  decreased by approximately  41% for the year ended December 31,
1998 as compared to the year ended  December 31, 1997,  due to the expiration of
certain leases in accordance with the terms of such leases.

Interest income  increased by  approximately  15% for 1998, as compared to 1997,
primarily because of higher balances available for investment in 1998.

Operating expenses significantly  increased for 1998 as compared to 1997, due to
the increase in costs associated with the off-lease  aircraft in order to comply
with certain  airworthiness  directives issued by the Federal Aviation Authority
as well as expenses related to the return and storage of the aircraft.

Fees to affiliates  increased by approximately 21% for 1998 as compared to 1997,
due primarily to an increase in partnership  management fees in 1998 offset by 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  68% for 1998 as compared to
1997, due to the disposition or sale of certain  equipment  during 1998, as well
as to the fact that certain equipment was fully  depreciated  during or prior to
1998.
<PAGE>
Additionally, Registrant did not provide any allowances for equipment in 1998.

General and administrative  expenses decreased 27% for 1998 as compared to 1997,
primarily due to a decrease in investor relations expenses.

Registrant recognized aggregate net gain of approximately  $358,000 for 1998 and
$11,000  for 1997,  in  connection  with its sales of  equipment.  During  1998,
Registrant sold equipment,  which it had originally  purchased for approximately
$13,782,000 inclusive of associated  acquisition fees, for net sales proceeds of
approximately $3,763,000.

The principal reasons for the change in Registrant's net income of approximately
$173,000  recognized  for 1998 as  compared  to the net income of  approximately
$640,000 recognized for 1997 are:

(i)      the  reduction in rental  revenue,  approximately  $1,688,000  for 1998
         compared  to  approximately  $2,875,000  for 1997,  and an  increase in
         interest  income  recognized  of  approximately  $228,000  for  1998 as
         compared with approximately $198,000 for 1997; and

(ii)     the decrease in  depreciation  and general and  administrative  expense
         offset by an increase in operating and fees to affiliates; offset by

(iii)    the  increase   with  regard  to  gains  on  the  sale  of   equipment,
         approximately  $358,000 for 1998 compared to approximately  $11,000 for
         1997.


Results of Operations - 1997 as Compared to 1996

Rental revenues  decreased by  approximately  6% for the year ended December 31,
1997 as  compared  to the year  ended  December  31,  1996.  This was due to the
expiration  of certain  leases in  accordance  with the  original  terms of such
leases,  as well as the sale or disposition of certain equipment during 1996 and
1997.

Interest income decreased by approximately  10% for 1997, as compared to 43% for
1996,  primarily because of lower balances  available for investment in 1997 and
decreased  payments  by Air Mike  with  regard  to  certain  loans as  discussed
previously.

Operating  expenses  increased by approximately 8% for 1997 as compared to 1996,
due to  the  increase  in  expenses  relating  to the  return  of the  Southwest
Aircraft.

Fees to affiliates  decreased by  approximately  35% for 1997 as compared to 34%
for 1996,  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 19% for 1997 as compared to 27%
for  1996,  due to the  disposition  or sale of  certain  equipment  during  and
subsequent  to 1996,  as well as to the fact that  certain  equipment  was fully
depreciated during or prior to 1997.

Additionally,  Registrant  did not provide  allowances  for equipment in 1997 as
compared to providing a provision of $50,000 in 1996,  to recognize  the loss in
value of certain  telephone  equipment and equipment for management  information
systems.
<PAGE>
General  and  administrative  expenses  increased  4% for 1997 as  compared to a
decrease of 16% for 1996, primarily due to an increase in legal fees.

Registrant did not incur any interest expense for 1997 as compared to a decrease
of 82% for 1996, due to the reduction of financed rent credits given to Air Mike
in 1996.

Registrant  recognized aggregate net gains of approximately $11,000 for 1997 and
aggregate net losses of  approximately  $47,000 for 1996, in connection with its
sales  of  equipment.  During  1997,  Registrant  sold  equipment,  which it had
originally  purchased for purchase prices aggregating  approximately  $2,600,000
inclusive of associated  acquisition  fees, for net sales  proceeds  aggregating
approximately $10,600.

The principal reasons for the change in Registrant's net income of approximately
$640,000  recognized  for 1997 as  compared  to the net income of  approximately
$235,000 recognized for 1996 are:

(i)      the  reduction in rental  revenue,  approximately  $2,876,000  for 1997
         compared to  approximately  $3,052,000 for 1996, as well as a reduction
         on interest  income  recognized of  approximately  $198,000 for 1997 as
         compared with approximately $219,000 for 1996; and

(ii)     the decrease  with regard to (losses)  gains on the sale of  equipment,
         approximately  $11,000  for 1997  compared  to a loss of  approximately
         $(47,000) for 1996; offset by

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

Item 7a.      Quantitative and Qualitative Disclosure  About Market Risk

Not applicable
<PAGE>
Item 8.           Financial Statements and Supplemental Data.

                        NATIONAL LEASE INCOME FUND 6 L.P.

                              FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


                                      INDEX

                                                                     Page
                                                                    Number
                                                                    ------

Independent Auditor's Report                                          F-1

Financial statements - years ended
  December 31, 1998, 1997 and 1996

      Balance sheets                                                  F-2
      Statements of income                                            F-3
      Statement of partners' equity                                   F-4
      Statements of cash flows                                        F-5
      Notes to financial statements                            F-6 through F-18

Schedule:

       II -- Valuation and Qualifying Accounts                 F-19 through F-20

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, 1998 and 1997, and the related
statements  of  income,  partners'  equity  and cash flows for each of the three
years in the period  ended  December  31,  1998.  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, 1998 and 1997, and the results of its operations and its
cash flows for each of the three years in the period ended  December 31, 1998 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.



/s/ Hays & Company
----------------------
    Hays & Company
    February 19, 1999
    New York, New York

                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                            NATIONAL LEASE INCOME FUND 6 L.P.

                                     BALANCE SHEETS

                                                                   December 31,
                                                            ---------------------------
                                                                1998            1997
                                                            -----------     -----------
<S>                                                         <C>             <C>        
ASSETS

     Leased equipment - net                                 $ 3,233,889     $ 9,679,601
     Equipment held for sale - net                            2,463,781            --
     Cash and cash equivalents                                2,287,311       4,796,456
     Deferred costs                                              28,354         112,161
     Other receivables and prepaid expenses                       8,377          26,188
     Note receivable                                               --             3,481
                                                            -----------     -----------

                                                            $ 8,021,712     $14,617,887
                                                            ===========     ===========

LIABILITIES AND PARTNERS' EQUITY

Liabilities
     Accounts payable and accrued expenses                  $   249,040     $   220,608
     Deferred income                                             34,625          69,250
     Due to affiliates                                           25,329            --
                                                            -----------     -----------

        Total liabilities                                       308,994         289,858
                                                            -----------     -----------

Commitments and contingencies (Notes 3, 4, 5, 8 and 10)

Partners' equity
     Limited partners' equity (300,005 units issued
        and outstanding)                                      7,625,740      14,174,898
     General partners' equity                                    86,978         153,131
                                                            -----------     -----------

        Total partners' equity                                7,712,718      14,328,029
                                                            -----------     -----------

                                                            $ 8,021,712     $14,617,887
                                                            ===========     ===========
</TABLE>
                                       F-2

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

                                     STATEMENTS OF INCOME


                                                            Year ended December 31,
                                               ---------------------------------------------
                                                  1998              1997             1996
                                               -----------      -----------      -----------
<S>                                            <C>              <C>              <C>        
Revenues
     Rental                                    $ 1,687,577      $ 2,875,508      $ 3,051,681
     Interest                                      228,113          198,047          219,639
     Other                                           2,240           (4,135)           3,457
                                               -----------      -----------      -----------

                                                 1,917,930        3,069,420        3,274,777
                                               -----------      -----------      -----------

Costs and expenses
     Operating                                   1,142,790          231,105          213,307
     Depreciation                                  576,554        1,797,526        2,226,515
     Fees to affiliates                            210,379          173,257          265,386
     General and administrative                    173,492          237,974          229,571
     Provision for equipment impairment               --               --             50,000
     Interest                                         --               --              8,179
                                               -----------      -----------      -----------

                                                 2,103,215        2,439,862        2,992,958
                                               -----------      -----------      -----------

                                                  (185,285)         629,558          281,819

Gain (loss) on sale of equipment - net             357,966           10,597          (46,643)
                                               -----------      -----------      -----------

Net income                                     $   172,681      $   640,155      $   235,176
                                               ===========      ===========      ===========


Net income attributable to
     Limited partners                          $   170,954      $   633,753      $   232,824
     General partners                                1,727            6,402            2,352
                                               -----------      -----------      -----------

                                               $   172,681      $   640,155      $   235,176
                                               ===========      ===========      ===========

Net income per unit of limited partnership
     interest (300,005 units outstanding)      $       .57      $      2.11      $       .78
                                               ===========      ===========      ===========

</TABLE>
                       See notes to financial statements.

                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                 NATIONAL LEASE INCOME FUND 6 L.P.

                                   STATEMENT OF PARTNERS' EQUITY

                            YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998


                                                     Limited           General           Total
                                                     Partners'         Partners'        Partners'
                                                      Equity            Equity           Equity
                                                  ------------      ------------      ------------
<S>                                               <C>               <C>               <C>         
Balance, January 1, 1996                          $ 16,953,382      $    181,195      $ 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                          14,231,157           153,698        14,384,855

Net income - 1997                                      633,753             6,402           640,155

Distributions to partners ($2.30 per limited
     partnership unit)                                (690,012)           (6,969)         (696,981)
                                                  ------------      ------------      ------------

Balance, December 31, 1997                          14,174,898           153,131        14,328,029

Net income - 1998                                      170,954             1,727           172,681

Distributions to partners ($22.40 per limited
     partnership unit)                              (6,720,112)          (67,880)       (6,787,992)
                                                  ------------      ------------      ------------

Balance, December 31, 1998                        $  7,625,740      $     86,978      $  7,712,718
                                                  ============      ============      ============
</TABLE>

                       See notes to financial statements.

                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                                      NATIONAL LEASE INCOME FUND 6 L.P.

                                          STATEMENTS OF CASH FLOWS

                                                                       Year ended December 31,
                                                              ---------------------------------------------
                                                                   1998            1997             1996
                                                              -----------      -----------      -----------
<S>                                                           <C>              <C>              <C>        
 INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS

Cash flows from operating activities
     Net income                                               $   172,681      $   640,155      $   235,176
     Adjustments to reconcile net income to net
       cash provided by operating activities
        Depreciation                                              576,554        1,797,526        2,226,515
        Amortization of deferred costs                            112,161          112,516          112,516
        (Gain) loss on sale of equipment - net                   (357,966)         (10,597)          46,643
        Provision for equipment impairment                           --               --             50,000
     Changes in assets and liabilities
        Other receivables and prepaid expenses                     17,811            8,424           (3,507)
        Accounts receivable                                          --              2,788            3,840
        Accounts payable and accrued expenses                          78           11,591             (748)
        Deferred income                                           (34,625)            --            (41,603)
        Due to affiliates                                          25,329          (71,527)          47,786
                                                              -----------      -----------      -----------

                Net cash provided by operating activities         512,023        2,490,876        2,676,618
                                                              -----------      -----------      -----------

Cash flows from investing activities
     Purchase of leased equipment - upgrades                         --               --           (261,539)
     Proceeds from disposition of leased equipment              3,763,343           10,597          249,161
     Note receivable collections                                    3,481          267,807          499,496
     Minimum lease payments received on financing
        leases, net of interest earned                               --               --              8,300
     Other non-operating payments                                    --               --            (61,667)
                                                              -----------      -----------      -----------

                Net cash provided by investing activities       3,766,824          278,404          433,751
                                                              -----------      -----------      -----------

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

                                          STATEMENTS OF CASH FLOWS

                                                                       Year ended December 31,
                                                              ---------------------------------------------
                                                                   1998            1997             1996
                                                              -----------      -----------      -----------
<S>                                                           <C>              <C>              <C>        
Cash flows from financing activities
     Distributions to partners                                 (6,787,992)      (1,454,569)      (3,439,451)
                                                              -----------      -----------      -----------

Net (decrease) increase in cash and
     cash equivalents                                          (2,509,145)       1,314,711         (329,082)
Cash and cash equivalents, beginning of year                    4,796,456        3,481,745        3,810,827
                                                              -----------      -----------      -----------

Cash and cash equivalents, end of year                        $ 2,287,311      $ 4,796,456      $ 3,481,745
                                                              ===========      ===========      ===========

Supplemental disclosure of cash flow information
     Interest paid                                            $      --        $      --        $     8,179
                                                              ===========      ===========      ===========
</TABLE>
                       See notes to financial statements.


                                      F-5
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


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 year ended  December 31, 1996 were
      made to satisfy prior purchase commitments including modifications made to
      certain aircraft and upgrades to equipment currently on lease.
   

      The  Partnership  is  attempting to sell the three  remaining  aircraft as
      promptly as possible  with a view towards  liquidating  the  Partnership's
      entire portfolio and winding up its business prior to the end of 1999.


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 sale

The cost of leased  equipment and equipment held for 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.


                                      F-6
<PAGE>

                        NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


2      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      Leased equipment and equipment held for 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.  Depreciation is not
      computed for equipment held for sale.

      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 periodic 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.
      Unless  otherwise  disclosed,  the  fair  value of  financial  instruments
      approximates their recorded values.

                                      F-7
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

2      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      Note receivable

      Note  receivable  represented  financing  provided by the Partnership to a
      lessee of certain aircraft for modifications  made to such aircraft.  Such
      note was  repaid  in  January  1998 with  interest  at a rate of 9.31% per
      annum.

      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
      year.

      Income taxes

      No  provisions  have 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,  which changes could effect
      the income tax liability of the individual partners.

      Reclassifications

      Certain reclassifications have been made to the financial statements shown
      for  the  prior  years  in  order  to  conform  to  the   current   year's
      classifications.

      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


                                      F-8
<PAGE>
                         NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

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

      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.  On August 28, 1997,  an affiliate of NorthStar  Capital
      Partners  acquired  all of the Class B shares of Presidio,  the  corporate
      parent of the general  partners.  This  acquisition,  when aggregated with
      previous  acquisitions,  caused  NorthStar  Capital  Partners  to  acquire
      indirect  control  of the  general  partners.  Effective  July  31,  1998,
      Presidio is indirectly  controlled by NorthStar  Capital  Investment Corp.
      ("NorthStar"),  a Maryland  corporation.  Presidio  was also a party to an
      Administrative  Services Agreement with Wexford Management LLC ("Wexford")
      pursuant to which Wexford was responsible for the day-to-day management of
      Presidio and, among other things, had authority to designate  directors of
      the General Partners.

      On  November  2,  1997,  the  Administrative  Services  Agreement  between
      Presidio  and Wexford  expired.  Effective  November 3, 1997,  Wexford and
      Presidio entered into a new Administrative Services Agreement (the "ASA"),
      which expired on May 3, 1998. Under the terms of the ASA, Wexford provided
      consulting  and  administrative  services to Presidio and its  affiliates,
      including the general partner and the  Partnership.  Presidio also entered
      into a management  agreement with NorthStar Presidio  Management  Company,
      LLC ("NorthStar  Presidio").  Under the terms of the management agreement,
      NorthStar Presidio provides the day-to-day  management of Presidio and its
      direct and indirect subsidiaries and affiliates.

      Effective November 3, 1997, the officers and employees of Wexford that had
      served as officers and/or directors of the general partners tendered their
      resignation.  On the  same  date,  the  Board  of  Directors  of  Presidio
      appointed new  individuals  to serve as officers  and/or  directors of the
      general partners.

                                      F-9
<PAGE>
                         NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

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

      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,
      1998,  1997 and  1996,  the  Partnership  incurred  expenses  of  $84,379,
      $144,257 and $149,445, 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, 1998,  1997 and 1996, the  Partnership  incurred  partnership
      management  fees of $126,000,  $29,000 and  $115,941,  respectively.  Such
      amounts are included in fees to affiliates in the statements of income.

      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.

      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 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   performed   certain   management   and
      administrative  services  relating to the  Partnership  as well as certain
      other  partnerships  in  which  Equipment  Management  serves  as  general
      partner.  Fieldstone  continued  to perform such  services  until July 31,
      1998.

                                      F-10
<PAGE>
                         NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

4      LEASED EQUIPMENT

      Leased equipment
<TABLE>
<CAPTION>
                                                                                    December 31,
                                                                       ------------------------------------- 
                                                                              1998                 1997
                                                                       -----------------     ---------------
<S>                                                                    <C>                   <C>             

         Transportation and related  equipment (net of
            accumulated  depreciation of  $5,543,386  and 
             $22,354,618  and  an  allowance for 
             equipment impairment of $5,004,725 and 
             $20,409,450)                                             $       3,233,889     $      9,679,601
                                                                      =================     ================
</TABLE>
      Leases on the Partnership's  transportation equipment expired during 1998.
      The Partnership  agreed to extend the term of one lease until December 31,
      1999 at the same lease rate.


      Equipment held for sale


      Equipment held for sale consists of certain transportation equipment, with
      an aggregate net carrying  value of $2,463,781  and $0 (net of accumulated
      depreciation  of  $12,817,338  and $801,450 and an allowance for equipment
      impairment of $11,567,750  and  $1,167,750) at December 31, 1998 and 1997,
      respectively.


                                     F-11
<PAGE>
                         NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


5      ACCOUNTS PAYABLE AND ACCRUED EXPENSES

      Accounts payable and accrued expenses consist of the following:
<TABLE>
<CAPTION>
                                                             December 31,
                                                 -----------------------------------
                                                       1998                1997
                                                 ---------------     ---------------
<S>                                              <C>                 <C>            
         Professional fees                       $       116,956     $       107,345
         Lease overpayments                                8,835               8,835
         Operating expenses                              121,749             102,928
         Sales and property taxes                          1,500               1,500
                                                 ---------------     ---------------

                                                 $       249,040     $       220,608
                                                 ===============     ===============
</TABLE>
6      PARTNERS' EQUITY

      The General Partners hold a 1% equity interest in the Partnership.  At the
      inception of the  Partnership,  the General  Partners'  equity account was
      credited with only the actual  capital  contributed in cash,  $9,950.  The
      Partnership's   management   determined  that  this  accounting  does  not
      appropriately  reflect the  limited  partners'  and the General  Partners'
      relative participations in the Partnership's net assets, since it does not
      reflect  the General  Partners'  1% equity  interest  in the  Partnership.
      During  1997  the  Partnership   restated  its  financial   statements  to
      reallocate   $1,500,025   (1%  of  the  gross   proceeds   raised  at  the
      Partnership's  formation) of the partners' equity to the General Partners'
      equity  account.  This  reallocation  was  made  retroactively  as of  the
      inception  of the  Partnership.  The  reallocation  has no  impact  on the
      Partnership's  financial  position,  results of  operations,  cash  flows,
      distributions to partners, or the partners' tax basis capital accounts.

                                      F-12
<PAGE>
                         NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


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

      A reconciliation  of net income per financial  statements to the tax basis
      of accounting is as follows:
<TABLE>
<CAPTION>
                                                                  Year ended December 31,
                                                    ---------------------------------------------
                                                        1998             1997            1996
                                                    -----------      -----------      -----------
<S>                                                 <C>              <C>              <C>        
Net income per financial statements                 $   172,681      $   640,155      $   235,176
Difference between financial statements and tax
   basis treatment of advanced rental payments          (34,625)            --            (41,603)
Difference between financial statements and tax
   basis of equipment sold or disposed of             3,285,671             --             67,088
Provision for equipment impairment provided
   for financial statement purposes                        --               --             50,000
Minimum lease payments received, net of
   income earned on leases accounted
   for under the financing method                          --               --              8,300
Difference between advanced payments
   made over the amount recognized ratably
   over the respective periods for financial
   statements                                           112,161          112,516          112,516

Tax depreciation in excess of financial
   statement depreciation                            (1,788,251)        (602,489)        (336,825)

Deficiency (excess) of income accruals
   over expense accruals                                   --                 --              (11)
                                                    -----------      -----------      -----------

Net income per tax basis                            $ 1,747,637      $   150,182      $    94,641
                                                    ===========      ===========      ===========

</TABLE>


                                      F-13
<PAGE>
                         NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


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,
                                                         -----------------------------------
                                                               1998                1997
                                                         ---------------     ---------------
<S>                                                      <C>                 <C>            
         Net assets per financial statements             $     7,712,718     $    14,328,029

         Net carrying value of equipment                      (5,608,102)         (7,105,522)
         Syndication costs                                    16,875,000          16,875,000
         Advanced rental payments                                 34,625              69,250
         Deferred costs                                           --                (112,161)
                                                         ---------------     ----------------

         Net assets per tax basis                        $  19,014,241       $    24,054,596
                                                         ===============     ===============
</TABLE>
8      MAJOR LESSEES

      Revenues from equipment leased to individual lessees,  which generated 10%
      or more of rental revenues, are as follows:
<TABLE>
<CAPTION>
                                                                           Year ended December 31,
                                                              -------------------------------------------------
                                                                   1998             1997              1996
                                                              -------------     -------------    --------------
<S>                                                           <C>               <C>              <C>          
              Two Boeing 737-200 aircraft                     $     406,000     $   1,200,000    $   1,200,000
                  % of leasing revenues                             24%              42%               39%
              (Southwest Airlines, Co.)


              Two Boeing 727-227 Advanced aircraft            $   1,281,000     $   1,662,000    $  1,662,000
                  % of leasing revenues                             76%              58%               54%
              (Continental Airlines, Inc.)
</TABLE>

                                      F-14

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

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


9      EQUIPMENT SALES

      Year ended December 31, 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 $229,135
      previously provided) when sold.

      Year ended December 31, 1997

      In August 1997,  the  Partnership  sold certain  equipment for  management
      information systems which it had originally  purchased for purchase prices
      aggregating  $3,096,362,  inclusive  of  associated  acquisition  fees  to
      unaffiliated third parties,  for an aggregate sales price of $3,860.  Such
      equipment had net carrying  value of $0 (net of  allowances  for equipment
      impairment aggregating $22,435 previously provided) when sold.

      In November 1997, the Partnership sold certain engine  components which it
      had  originally  purchased for a purchase  price  aggregating  $2,406,000,
      inclusive of associated  acquisition  fees to unaffiliated  third parties,
      for an aggregate sales price of $6,737.  Such equipment had a net carrying
      value  of $0 (net  of  allowances  for  equipment  impairment  aggregating
      $1,427,250 previously provided) when sold.

      Year ended December 31, 1998

      On  September  23,  1998,  the  Partnership  closed the sale of one Boeing
      727-227   aircraft  to  an  unaffiliated   third  party  for  proceeds  of
      approximately  $3,893,000,  exclusive of selling expenses of approximately
      $130,000.  At the time of sale,  the aircraft had a net carrying  value of
      approximately $3,405,000.

10     COMMITMENTS AND CONTINGENCIES

      a     Hawaiian Airlines, Inc.

           During 1994, Hawaiian Airlines, Inc. ("Hawaiian") and the Partnership
           entered  into an agreement  to settle the  Partnership's  claims with
           respect  to the two  Rolls  Royce  aircraft  engines  (the  "Hawaiian
           Engines")  previously  leased to Hawaiian.  The Partnership filed its
           claims  against  Hawaiian  due to  substantial  damage  caused to the
           Hawaiian  Engines  during the  periods  the  engines  were  leased to
           Hawaiian.  Hawaiian has settled these 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
           Hawaiian,  in consideration of its general unsecured  claims.  During
           1995,  the  Partnership  sold all of these  shares  for net  proceeds
           aggregating $398,377.


                                      F-15
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

10    COMMITMENTS AND CONTINGENCIES (continued)

      a    Hawaiian Airlines, Inc. (continued)

           The  Partnership   anticipates  it  will  encounter   competition  in
           attempting to sell one remaining  Hawaiian  Engine due to its current
           condition  and a surplus in the market with respect to such  engines.
           In November 1997, the Partnership  sold certain engine  components to
           an unaffiliated third party for net sale proceeds aggregating $6,737.
           Such   equipment,   net  of  allowances   for  equipment   impairment
           aggregating  $1,427,250  previously  provided,  had a  zero  carrying
           value.

           At December 31, 1998 and 1997, the one remaining Hawaiian Engine (net
           of allowances for equipment impairment aggregating $1,167,750 in 1998
           and 1997  provided in prior  periods)  was fully  depreciated  and is
           included in equipment held for sale or lease.

      b     Continental Micronesia, Inc.

           On March 31, 1993, the Partnership leased 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 provided 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 were
           repaid by the  Partnership  through the  application  of rent credits
           such that  Continental  recouped  the  aggregate  cost of the Initial
           Modifications  over a  36-month  period  with  interest  at 9.31% per
           annum.

           In addition,  Continental has made certain other modifications to the
           aircraft.  The Partnership  provided  financing for the modifications
           ("Lessor  Financing  Credits")  against the base rental  payments due
           under the Air Mike  Leases.  The lessee  repaid the Lessor  Financing
           Credits  through monthly  installments  which were being amortized at
           the rate of 9.31% per annum  over 36  months.  Through  December  31,
           1998,   the   Partnership   had   provided   financing    aggregating
           approximately  $1,308,000.  As discussed in  Note 9, the  Partnership
           sold one  aircraft to an  unaffiliated  third party  during the third
           quarter of 1998.  Additionally,  the Partnership has agreed to extend
           the term of the lease  with  respect  to the  second  aircraft  until
           December 31, 1999 at the same lease rate.  The net carrying  value of
           the aircraft aggregated  approximately $3,234,000 and $7,216,000 (net
           of allowances  for  equipment  impairment  aggregating  approximately
           $5,005,000 and $10,009,000 provided in prior periods) at December 31,
           1998 and 1997, respectively.


                                      F-16
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

10    COMMITMENTS AND CONTINGENCIES (continued)

      b     Continental Micronesia, Inc. (continued)

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

      c     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.

           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
           provided for monthly rentals of 125% of the previous lease rate.

           The Partnership and Southwest agreed to a short term extension of the
           leases to facilitate the return of the aircraft. In January 1998, one
           of the  aircraft  was  returned and the second was returned in August
           1998. The Partnership is actively remarketing the aircraft.

           The  net  carrying  value  of  the  Southwest   Aircraft   aggregated
           approximately  $2,464,000 (net of allowances for equipment impairment
           aggregating   approximately   $10,400,000   previously  provided)  at
           December 31, 1998 and 1997.

      d     Tax assessment

           In July 1998, the Partnership received proposed notices of assessment
           from the State of Hawaii with  respect to general  excise tax ("GET")
           aggregating   approximately   $1,757,000   (including   interest  and
           penalties)  for the years 1987  through  1995.  The state is alleging
           that GET is owed by the  Partnership  with respect to rents  received
           from Aloha  Airlines,  Inc.  ("Aloha") and Hawaiian  under the leases
           between the Partnership and each of the airlines.

           The  leases  with  both  Aloha  and   Hawaiian   provided   for  full
           indemnification of the Partnership for such taxes, but the bankruptcy
           of Hawaiian may relieve  Hawaiian of its  indemnification  obligation
           for any periods  prior to September  21, 1993,  when Hawaiian and its
           affiliates  sought  bankruptcy  protection.  In any event,  it is the
           Partnership,  as taxpayer,  which is ultimately liable for GET, if it
           is applicable.


                                      F-17
<PAGE>
                        NATIONAL LEASE INCOME FUND 6 L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

10    COMMITMENTS AND CONTINGENCIES (continued)

      d     Tax assessment (continued)

           The State of Hawaii  has not  previously  applied  the GET to rentals
           received by a lessor of aircraft where the lessor's only contact with
           the State of Hawaii is that it has leased its  aircraft  to  airlines
           which are based in the  state.  Aloha  and  Hawaiian,  as well as the
           Partnership,  have  separately  engaged tax counsel and both airlines
           are  cooperating  with the  Partnership in vigorously  contesting the
           proposed assessments.

           Final notices of assessment have not yet been issued.  Although there
           can be no  assurance  that the  contest  of the  assessments  will be
           successful, The Partnership believes that the state's position on the
           applicability   of  GET  in  this  instance  is  without  merit.  The
           Partnership  has not recorded any  provision or liability as a result
           of the proposed notices of assessment.






                                      F-18
<PAGE>
<TABLE>
<CAPTION>
                                                  NATIONAL LEASE INCOME FUND 6 L.P.

                                     SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (continued)

                                                                          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, 1998                                                                    
                                                                                                  
 Leased equipment accounted for                                                                   
      under the operating method -                                                                
      valuation allowance for equipment                                                           
      impairment                                                                                  
      Transportation and related equipment      $  20,409,450    $          --    $      --        $ (5,004,725)(A)  $  5,004,725  
                                                                                                    (10,400,000)(B)               
 Equipment held for sale -                                                               
      valuation allowance for equipment                                                           
      impairment                                                                                  
                                                                                                  
                                                                                                  
      Transportation and related equipment      $   1,167,750    $          --    $          --    $ 10,400,000 (B)  $ 11,567,750
                                                -------------    -------------    -------------    -------------     -------------
                                                $  21,577,200    $          --    $          --    $ (5,004,725)     $ 16,572,475
                                                -------------    -------------    -------------    -------------     -------------
 YEAR ENDED DECEMBER 31, 1997

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

      Equipment for management
         information systems                    $      22,435    $          --    $          --    $    (22,435)(A)  $         --
      Transportation and related equipment         20,409,450    $          --    $          --    $         -- (B)  $ 20,409,450

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

      Transportation and related equipment      $   2,595,000    $          --    $          --    $ (1,427,250)(B)  $  1,167,750
                                                -------------    -------------    -------------    -------------     -------------
                                                $  23,026,885    $          --    $          --    $ (1,449,685)     $ 21,577,200
                                                -------------    -------------    -------------    -------------     -------------
</TABLE>
                                                          F-19
<PAGE>
<TABLE>
<CAPTION>
                                                  NATIONAL LEASE INCOME FUND 6 L.P.

                                     SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (continued)

                                                                             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
                                                       ------------     ---------      ---------     ---------          -----------
   
                                                       $ 23,206,020     $ 50,000       $     --      $(229,135)         $23,026,885
                                                      ============      =========       ========     ===========        ============
</TABLE>
(A)      Represents  valuation  allowances  for  equipment  relating  to certain
         equipment sold during 1998, 1997 and 1996.

(B)      Represents  valuation  allowance for equipment that was  transferred to
         Equipment Held for Sale during 1998.


                       See notes to financial statements.

                                      F-20
<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>
         Name                Age       Position Held                                    Has served as a       
                                                                                        Director and/or       
                                                                                         Officer of the       
                                                                                        Managing General      
                                                                                         Partner since        
--------------------------------------------------------------------------------------------------------      
<S>                           <C>                                                          <C>               
W. Edward Scheetz             34       Director                                            November 1997      
David Hamamoto                39       Director                                            November 1997      
Dallas E. Lucas               36       Director                                            August 1998        
David King                    36       Executive Vice President and Assistant              November 1997      
                                       Treasurer, Director                                                    
Lawrence R. Schachter         42       Senior Vice President and Chief                     January 1998       
                                       Financial Officer                                                      
J. Peter Paganelli            40       Senior Vice President, Secretary and                March 1998         
                                       Treasurer                                                              
Allan B. Rothschild           37       President and Director                              December 1997      
Marc Gordon                   34       Vice President                                      November 1997      
Charles Humber                25       Vice President                                      November 1997      
Adam Anhang                   25       Vice President                                      November 1997      
Gregory Peck                  24       Assistant Secretary                                 November 1997      
</TABLE>        
------------------

Each director and officer of the General Partner will hold office until the next
annual meeting of stockholders of the General Partner and until his successor is
elected and qualified.

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

W. Edward Scheetz co-founded  NorthStar Capital Partners LLC with David Hamamoto
in July 1997,  From 1993 through 1997,  Mr. Scheetz was a partner at Apollo Real
Estate  Advisors  L.P.  From 1989 to 1993,  Mr.  Scheetz  was a  principal  with
Trammell Crow Ventures.

David Hamamoto co-founded  NorthStar Capital Partners LLC with W. Edward Scheetz
in July 1997.  From 1988 to 1997, Mr Hamamoto was a partner and a co-head of the
real estate principal investment area at Goldman, Sachs & Co.
<PAGE>
Dallas E. Lucas joined Northstar  Capital Partners LLC in August 1998. From 1994
until then he was the Chief  Financial  Officer of Crescent Real Estate Equities
Company.  Prior to that he was a financial  consulting  and audit manager in the
real estate services group of Arthur Anderson LLP.

David King joined NorthStar  Capital Partners LLC in November 1997. From 1990 to
1997, Mr. King was associated  with Olympia & York Companies (USA) where he held
the  position of Senior Vice  President  of Finance.  Prior to that Mr. King was
employed with Bankers Trust in its real estate finance group.

Lawrence R.  Schachter  joined  NorthStar  Presidio in January 1998 From 1996 to
1998, Mr. Schachter was Controller at CB Commercial/Hampshire  LLC. From 1995 to
1996, Mr.  Schachter was Controller at Goodrich  Associates.  From 1992 to 1995,
Mr. Schachter was Controller at Greenthal/Harlan Realty Services Co.

J. Peter Paganelli  joined  NorthStar  Presido in March 1998. From 1997 to 1998,
Mr. Paganelli was Director of Asset Management at Argent Ventures LLC, a private
real estate  company.  From 1994 to 1997, Mr.  Paganelli was a Vice President at
Starwood Capital Group, LLC in its Asset  Management  Group.  From 1986 to 1994,
Mr.  Paganelli  was an Associate  Director at Cushman &  Wakefield,  Inc. in its
Financial Services and Asset Services Groups.

Allan B.  Rothschild  joined  NorthStar  Presidio in December 1997. From 1995 to
1997, Mr.  Rothschild  was Senior Vice President and General  Counsel of Newkirk
Limited  Partnership.  From 1987 to 1995, Mr. Rothschild was associated with the
law firm of Proskauer, Rose LLP in its real estate group.

Marc Gordon joined  NorthStar  Capital Partners LLC in October 1997 From 1993 to
1997, Mr. Gordon was Vice President in the real estate investment  banking group
at Merrill Lynch.  Prior to that, Mr. Gordon was associated with the law firm of
Irell & Manella in its real estate and banking group.

Charles Humber joined  NorthStar  Capital  Partners LLC in September  1997. From
1996 to 1997,  Mr Humber was  employed  with  Merrill  Lynch in its real  estate
investment  banking  group.  Prior to that,  Mr.  Humber  was a student at Brown
University.

Adam Anhang joined  NorthStar  Capital Partners LLC in August 1997. From 1996 to
1997,  Mr.  Anhang was  employed  by The Athena  Group as part of its Russia and
former Soviet Union development team. Prior to that, Mr. Anhang was a student at
the Wharton School of the University of Pennsylvania.

Gregory Peck joined  NorthStar  Capital  Partners LLC in July 1997. From 1996 to
1997,  Mr. Peck was employed by Morgan  Stanley as part of Morgan Stanley Realty
Real Estate Funds (MSREF) and Morgan  Stanley's Real Estate  Investment  Banking
Group.  From 1994 to 1996,  Mr. Peck  worked for Lazard  Freres & Co. LLC in the
Real Estate Investment Banking Group.

Messrs. Scheetz, Hamamoto, Lucas, King and Rothschild 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.,  Resources  Pension  Shares 5, L.P.,  Resources  Accrued
Mortgage  Investors 2, L.P.,  Resources Accrued Mortgage  Investors - Series 86,
L.P.,  Integrated  Resources High Equity Partners - Series 85, L.P., High Equity
Partners, L.P. - Series 86, and High Equity Partners, L.P. - Series 88.
<PAGE>
Presidio  Boram  Corp.,  the  Associate  General  Partner,   is  a  wholly-owned
subsidiary of Presidio whose  directors are Messrs.  Scheetz,  Hamamoto,  Lucas,
Rothschild and King.

Registrant believes,  based on written representations  received by it, that for
1998 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.


Item 11. Executive Compensation

Registrant  is not  required  to pay the  officers or  directors  of the General
Partners 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, 1999, 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,  1999,  neither  the  General  Partners  nor their  officers  and
directors  were known by  Registrant to be  beneficially  own Units or shares of
Presidio, the parent of the General Partners.

To the knowledge of the Registrant, the following sets forth certain information
regarding  ownership  of the Class A shares  of  Presidio  as of March 1,  1999,
(except as otherwise  noted) by: (i) each person or entity who owns of record or
beneficially five percent or more of the Class A shares,  (ii) each director and
executive officer of Presidio, and (iii) all directors and executive officers of
Presidio as a group.  To the knowledge of Presidio,  each of such  share-holders
has sole voting and  investment  power as to the shares shown  unless  otherwise
noted.

All  outstanding  shares of Presidio  are owned by Presidio  Capital  Investment
Company,  LLC ("PCIC"),  a Delaware limited liability company.  The interests in
PCIC (and beneficial ownership in Presidio) are held as follows:
<PAGE>
<TABLE>
<CAPTION>
                                                           Percentage Ownership in PCIC
                                                             and Percentage Beneficial
                                                                    Ownership
    Name of Beneficial Owner                                       in Presidio
    ------------------------                                       -----------
<S>                                                                  <C>
    Five Percent Holders:
    NorthStar Presidio Capital Holding Corp.(1)                      71.93%
    AG Presidio Investors, LLC (2)                                   14.12%
    DK Presidio Investors, LLC (3)                                    8.45%
    Stonehill Partners, L.P. (4)                                      5.50%
</TABLE>

    The  holdings of the  directors  and  executive  officers of Presidio are as
    follows:
<TABLE>
<CAPTION>
    Directors and Officers:
    -----------------------
<S>                                                                  <C>
    Adam Anhang (5)                                                      0%
    Marc Gordon (5)                                                      0%
    David Hamamoto (5)                                               71.93%
    Charles Humber (5)                                                   0%
    David King (5)                                                       0%
    Gregory Peck (5)                                                     0%
    J. Peter Paganelli (5)                                               0%
    Allan Rothschild (5)                                                 0%
    Dallas Lucas (5)                                                     0%
    Lawrence Schachter (5)                                               0%
    W. Edward Scheetz (5)                                            71.93%

    Directors and Officers as a group:                               71.93%
    ----------------------------------
</TABLE>


(1)      NorthStar  Presidio Capital Holding Corp. ("NS Presidio") is a Delaware
         corporation  whose address is c/o NorthStar  Capital  Investment Corp.,
         527 Madison Avenue,  16th Floor,  New York, New York 10022. NS Presidio
         has three  shareholders:  (i)  NorthStar  Parnership,  L.P., a Delaware
         limited  partnership whose address is c/o NorthStar Captital Investment
         Corp. 527 Madison Avenue,  16th floor, New York, New York 10022,  holds
         99% of the common stock (non-voting); (ii) David T. Hamamoto holds 0.5%
         of the common stock (voting); and (iii) W. Edward Scheetz holds 0.5% of
         the common stock (voting).
<PAGE>


(2)      Each of Angelo,  Gordon & Co.,  L.P.,  as sole  manager of AG  Presidio
         Investors,  LLC and John M.  Angelo and Michael L.  Gordon,  as general
         partners of the general  partner of Angelo,  Gordon & Co., L.P., may be
         deemed to  beneficially  own for purposes of Rule 13d-3 of the Exchange
         Act the securities  beneficially owned by AG Presidio  Investors,  LLC.
         Each of John M. Angelo and Michael L. Gordon  disclaims such beneficial
         ownership.  The business address for such persons is c/o Angelo, Gordon
         & Co., L.P., 245 Park Avenue, 26th Floor, New York, New York 10167.

(3)      M.H. Davidson & Company, as sole manager of DK Presidio Investors, LLC,
         may be deemed to  beneficially  own for  purposes  of Rule 13d-3 of the
         Exchange  Act  the  securities   beneficially   owned  by  DK  Presidio
         Investors,  LLC.  The  business  address  for such  persons is c/o M.H.
         Davidson & Company, 885 Third Avenue, New York, New York 10022.

(4)      Includes  shares  of PCIC  beneficially  owned  by  Stonehill  Offshore
         Partners  Limited and Stonehill  Institutional  Partners,  L.P. John A.
         Motulsky is a managing general partner of Stonehill  Partners,  L.P., a
         managing  member  of  the  investment  advisor  to  Stonehill  Offshore
         Partners  Limited  and a general  partner  of  Stonehill  Institutional
         Partners L.P. John A. Motulsky  disclaims  beneficial  ownership of the
         shares held by these entities. The business address for such persons is
         c/o Stonehill Investment  Corporation,  110 East 59th Street, New York,
         New York 10022.
 
(5)      The  business  address  for such  persons is 527 Madison  Avenue,  16th
         Floor, New York, New York 10022

<PAGE>
Item 13. Certain Relationships and Related Transactions


The Managing  General Partner,  the Corporate  General Partner and the Associate
General  Partner  received  $54,304,  $6,788  and  $6,788,  respectively,   from
Registrant as their share of distributions of cash from operations  during 1998.
No director  or officer of the  Managing  General  Partner  received  any direct
remuneration from Registrant during 1998.

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 $84,379 during 1998. 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 1998, Registrant had paid or accrued for
payment $126,000 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.
<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.******

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.******
<PAGE>
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.
------------------------

*        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>
                                  EXHIBIT INDEX


                                                                           Page
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.***
<PAGE>
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.******

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.******
<PAGE>
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.***
------------------------

*        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 1999.



NATIONAL LEASE INCOME FUND 6, L.P.

By:      ALI EQUIPMENT MANAGEMENT CORP.
         Managing General Partner
                                                                       Date

By:      /s/ Allan B. Rothschild                                  March 29, 1999
         ----------------------- 
         Allan B. Rothschild
         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/ Dallas Lucas                Director                        March 29, 1999
---------------- 
Dallas Lucas

/s/ Lawrence R. Schachter       Senior Vice President and       March 29, 1999
-------------------------       Chief Financial Officer
Lawrence R. Schachter            

/s/ Allan B. Rothschild         Director and President          March 29, 1999
------------------------ 
Allan B. Rothschild

/s/ David King                  Director and Executive          March 29, 1999
---------------                 Vice President and
David King                      Assistant Treasurer