Page 1 of 11


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                                    ---------

                                    FORM 10-Q

  X    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
-----  ACT OF 1934

                For the quarterly period ended September 30, 1996

                                       OR

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
-----  EXCHANGE ACT OF 1934

               For the transition period from ________ to________.


                         Commission File Number 0-12594
                                                -------

                         PHOENIX LEASING INCOME FUND VI
--------------------------------------------------------------------------------
                                   Registrant

        California                                         94-2869603
-----------------------                       ----------------------------------
  State of Jurisdiction                       I.R.S. Employer Identification No.

2401 Kerner Boulevard, San Rafael, California              94901-5527
--------------------------------------------------------------------------------
    Address of Principal Executive Offices                  Zip Code

       Registrant's telephone number, including area code: (415) 485-4500
                                                           --------------

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                               Yes _X_           No___


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                                                                    Page 2 of 11


                          Part I. Financial Information
                          -----------------------------
                          Item 1. Financial Statements
                         PHOENIX LEASING INCOME FUND VI
                                 BALANCE SHEETS
                 (Amounts in Thousands Except for Unit Amounts)
                                   (Unaudited)

                                                     September 30,  December 31,
                                                         1996           1995
                                                         ----           ----
ASSETS

Cash and cash equivalents                               $   627       $ 2,708

Accounts receivable (net of allowance for losses
   on accounts receivable of $11 and $22 at
   September 30, 1996 0and December 31, 1995,
   respectively)                                              7            30


Equipment on operating leases and held for lease
   (net of accumulated depreciation of $635 and
   $746 at September 30, 1996 and December 31,
   1995, respectively)                                        1             4

Investment in joint ventures                                317           415

Securities, available-for-sale                              110           121

Other assets                                                 12             9
                                                        -------       -------

     Total Assets                                       $ 1,074       $ 3,287
                                                        =======       =======


LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities

   Accounts payable and accrued expenses                $ 1,289       $ 1,471
                                                        -------       -------

     Total Liabilities                                    1,289         1,471
                                                        -------       -------

Partners' Capital (Deficit)

   General Partner                                          414           394

   Limited  Partners, 320,000 units authorized
     and issued, 297,165 units outstanding at
     September 30, 1996 and December 31, 1995              (650)        1,461

   Unrealized gains (losses) on available-for-sale
     securities                                              21           (39)
                                                        -------       -------

     Total Partners' Capital (Deficit)                     (215)        1,816
                                                        -------       -------

     Total Liabilities and Partners' Capital (Deficit)  $ 1,074       $ 3,287
                                                        =======       =======

                     The accompanying notes are an integral
                            part of these statements.

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                                                                    Page 3 of 11


                         PHOENIX LEASING INCOME FUND VI
                            STATEMENTS OF OPERATIONS
               (Amounts in Thousands Except for Per Unit Amounts)
                                   (Unaudited)

                                          Three Months Ended  Nine Months Ended
                                             September 30,      September 30,
                                            1996      1995      1996     1995
                                            ----      ----      ----     ----
INCOME

   Rental income                           $   8     $  34     $  17     $ 346
   Equity in earnings from joint
     ventures, net                            54        86       176       229
   Interest income, notes receivable        --        --        --         308
   Gain on sale of securities               --        --          19      --
   Other income                                8        36        35        90
                                           -----     -----     -----     -----

     Total Income                             70       156       247       973
                                           -----     -----     -----     -----

EXPENSES

   Depreciation                                1         2         3         7
   Lease related operating expenses            1         1         5         1
   Management fees to General Partner       --           4         6       110
   Provision for losses on receivables        19         3        19      (137)
   General and administrative expenses        25        20        77        94
                                           -----     -----     -----     -----

     Total Expenses                           46        30       110        75
                                           -----     -----     -----     -----

NET INCOME                                 $  24     $ 126     $ 137     $ 898
                                           =====     =====     =====     =====


NET INCOME PER LIMITED
   PARTNERSHIP UNIT                        $ .07     $ .36     $ .39     $2.57
                                           =====     =====     =====     =====

DISTRIBUTIONS PER LIMITED
   PARTNERSHIP UNIT                        $  --     $  --     $7.50     $7.50
                                           =====     =====     =====     =====

ALLOCATION OF NET INCOME:

   General Partner                         $   3     $  19     $  20     $ 135
   Limited Partners                           21       107       117       763
                                           -----     -----     -----     -----

                                           $  24     $ 126     $ 137     $ 898
                                           =====     =====     =====     =====


                     The accompanying notes are an integral
                            part of these statements.

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                                                                    Page 4 of 11


                         PHOENIX LEASING INCOME FUND VI
                            STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                   (Unaudited)
                                                              Nine Months Ended
                                                                September 30,
                                                              1996        1995
                                                              ----        ----
Operating Activities:
   Net income                                               $   137     $   898
   Adjustments to reconcile net income to net cash
     used by operating activities:
       Depreciation                                               3           7
       Gain on sale of equipment                                 (2)        (42)
       Equity in earnings from joint ventures, net             (176)       (229)
       Provision for losses on accounts receivable               19          10
       Provision for losses on notes receivable                --          (147)
       Gain on sale of securities                               (19)       --
       Decrease in accounts receivable                            4           7
       Decrease in accounts payable and accrued expenses       (182)     (1,258)
       Decrease (increase) in other assets                       (3)         30
                                                            -------     -------

   Net cash used by operating activities                       (219)       (724)
                                                            -------     -------

Investing Activities:
   Principal payments, notes receivable                        --         1,139
   Proceeds from sale of equipment                                2          42
   Proceeds from sale of securities                              90        --
   Distributions from joint ventures                            274         394
                                                            -------     -------

   Net cash provided by investing activities                    366       1,575
                                                            -------     -------

Financing Activities:
   Distributions to partners                                 (2,228)     (2,228)
                                                            -------     -------

   Net cash used by financing activities                     (2,228)     (2,228)
                                                            -------     -------

Decrease in cash and cash equivalents                        (2,081)     (1,377)

Cash and cash equivalents, beginning of period                2,708       3,892
                                                            -------     -------

Cash and cash equivalents, end of period                    $   627     $ 2,515
                                                            =======     =======



                     The accompanying notes are an integral
                            part of these statements.

<PAGE>


                                                                    Page 5 of 11


                         PHOENIX LEASING INCOME FUND VI
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)



Note 1.  General.

         The accompanying  unaudited  condensed  financial  statements have been
prepared by the  Partnership in accordance  with generally  accepted  accounting
principles, pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of Management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included. Although management believes that the disclosures are adequate to make
the information  presented not misleading,  it is suggested that these condensed
financial  statements be read in conjunction  with the financial  statements and
the notes included in the Partnership's  Financial Statement,  as filed with the
SEC in the latest annual report on Form 10-K.


Note 2.  Reclassification.

         Reclassification  - Certain  1995  amounts  have been  reclassified  to
conform to the 1996 presentation.


Note 3.  Income Taxes.

         Federal  and state  income tax  regulations  provide  that taxes on the
income  or loss of the  Partnership  are  reportable  by the  partners  in their
individual income tax returns. Accordingly, no provision for such taxes has been
made in the accompanying financial statements.


Note 4.  Net Income (Loss) and Distributions per Limited Partnership Unit.

         Net income and distributions per limited partnership unit were based on
the limited  partner's share of net income and  distributions,  and the weighted
average number of units  outstanding of 297,165 for the nine month periods ended
September  30, 1996 and 1995.  For  purposes  of  allocating  income  (loss) and
distributions to each individual limited partner, the Partnership  allocates net
income (loss) and  distributions  based upon each respective  limited  partner's
ending capital account balance.  The use of this method accurately reflects each
limited  partner's  participation  in  the  partnership  including  reinvestment
through the Capital Accumulation Plan. As a result the calculation of net income
(loss) and distributions  per limited  Partnership unit is not indicative of per
unit income (loss) and  distributions  due to reinvestments  through the Capital
Accumulation Plan.


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                                                                    Page 6 of 11


Note 5. Investment in  Joint Ventures.

Equipment Joint Ventures

         The aggregate combined  statements of operations of the equipment joint
ventures is presented below:

                        COMBINED STATEMENTS OF OPERATIONS
                             (Amounts in Thousands)

                                       Three Months Ended     Nine Months Ended
                                          September 30,         September 30,
                                         1996       1995       1996       1995
                                         ----       ----       ----       ----
INCOME
Rental income                           $  631     $1,064     $2,038     $3,200
Gain on sale of equipment                  159        397        702      1,273
Other income                                32        572        114        683
                                        ------     ------     ------     ------
         Total income                      822      2,033      2,854      5,156
                                        ------     ------     ------     ------

EXPENSES
Depreciation                                81        629        254      1,089
Lease related  operating expenses          283        710      1,167      2,241
Management fees to General Partner          33         94        101        220
General and administrative expenses          3          3          8         13
                                        ------     ------     ------     ------
         Total expenses                    400      1,436      1,530      3,563
                                        ------     ------     ------     ------
Net income                              $  422     $  597     $1,324     $1,593
                                        ======     ======     ======     ======

Financing Joint Ventures

         The aggregate combined  statements of operations of the financing joint
ventures is presented below:

                        COMBINED STATEMENTS OF OPERATIONS
                             (Amounts in Thousands)

                                        Three Months Ended     Nine Months Ended
                                           September 30,         September 30,
                                          1996       1995       1996       1995
                                          ----       ----       ----       ----
INCOME
Interest income - notes receivable        $  9       $ 14       $ 33       $ 62
Other income                                 6          7         23         74
                                          ----       ----       ----       ----
         Total income                       15         21         56        136
                                          ----       ----       ----       ----

EXPENSES
Management fees to General Partner        $  1       $  2       $  2       $  7
General and administrative expenses          2          3          9         15
                                          ----       ----       ----       ----
         Total expenses                      3          5         11         22
                                          ----       ----       ----       ----
Net income                                $ 12       $ 16       $ 45       $114
                                          ====       ====       ====       ====





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                                                                    Page 7 of 11


Foreclosed Cable Systems Joint Ventures

         The  statements  of operations  of the  foreclosed  cable systems joint
ventures is presented below:

                            STATEMENTS OF OPERATIONS
                             (Amounts in Thousands)

                                       Three Months Ended     Nine Months Ended
                                          September 30,         September 30,
                                         1996       1995       1996       1995
                                         ----       ----       ----       ----
INCOME
Subscriber revenue                      $ --       $  166     $   54     $  509
Gain (adjustments to gain) on
   sale of cable system                      3       --        1,205       --
Other income                              --            3         10          9
                                        ------     ------     ------     ------
         Total income                        3        169      1,269        518
                                        ------     ------     ------     ------

EXPENSES
Depreciation and amortization             --           39         13        115
Program services                          --           48         12        135
Management fees to an affiliate of
  the General Partner                     --            8        121         23
General and administrative expenses       --           42         44        144
Provision for losses on accounts
  receivable                              --            2       --            5
                                        ------     ------     ------     ------
         Total expenses                   --          139        190        422
                                        ------     ------     ------     ------
Net income                              $    3     $   30     $1,079     $   96
                                        ======     ======     ======     ======



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                                                                    Page 8 of 11


                         PHOENIX LEASING INCOME FUND VI

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

Results of Operations

         The Partnership  reported net income of $24,000 and $137,000 during the
three and nine months ended  September 30, 1996,  respectively,  compared to net
income of $126,000 and $898,000 during the three and nine months ended September
30,  1995.  The  decrease  in  net  income  during  both  periods  is  primarily
attributable to a decrease in revenues.

         Total revenues decreased by $86,000 and $726,000 for the three and nine
months ended September 30, 1996,  respectively,  as compared to the same periods
in 1995.  The decrease for both the three and nine months  ended  September  30,
1996,  compared to the prior year, is  attributable to declines in rental income
and earnings  from joint  ventures.  In  addition,  during the nine months ended
September  30,  1996,  the  absence of interest  income from a note  receivable,
compared  to  interest  income  from  notes   receivable  of  $308,000  in  1995
contributed  to the  decline  in  total  revenues.  The  Partnership  recognized
interest  income from a note receivable of $308,000 during the nine months ended
September 30, 1995 as a result of the  Partnership  receiving a settlement  from
its one remaining note receivable which was impaired. The amount received as the
settlement was first applied towards the outstanding note receivable balance and
the remainder was recognized as interest income.

         Due to the settlement  received on the one remaining  note  receivable,
the  balance of the  general  allowance  for losses on notes  receivable  was no
longer necessary.  As a result, the remaining balance of $147,000 was recognized
as  income  which  decreased  total  expenses  for both the  nine  months  ended
September 30, 1995. The settlement  also caused  management  fees to the General
Partner to be higher for the nine months ended September 30, 1995.

         The decline in rental  income of $26,000 and $329,000 for the three and
nine months ended  September 30, 1996,  respectively,  also  contributed  to the
decline  in  total  revenues  for  1996.  The  reduction  in  rental  income  is
attributable  to the  decrease in the  equipment  owned by the  Partnership.  At
September 30, 1996, the Partnership  owned equipment with an aggregate  original
cost  of  $836,000  as  compared  to  $2,774,000  at  September  30,  1995.  The
Partnership  is currently in a  liquidation  phase.  As a result,  the equipment
portfolio will continue to decline as the Partnership continues to liquidate its
remaining equipment as it comes off lease.

         The  Partnership  reported a gain on sale of  securities of $19,000 for
the nine months ended  September  30, 1996.  This gain on sale of  securities is
attributable to the  Partnership  selling a portion of its investment in Storage
Technology  Corporation  common  stock,  receiving  proceeds  from  the  sale of
$90,000.

Joint Ventures

         The Partnership has made investments in various equipment and financing
joint ventures along with other affiliated  partnerships  managed by the General
Partner for the purpose of spreading the risk of investing in certain  equipment
leasing and  financing  transactions.  These joint  ventures  are not  currently
making  any  significant  additional  investments  in new  equipment  leasing or
financing  transactions.  As a  result,  the  earnings  and cash  flow from such
investments  are  anticipated  to  continue  to  decline as the  portfolios  are
re-leased at lower rental rates and the equipment is  liquidated.  Earnings from
joint ventures decreased by $32,000 and $53,000 during the three and nine months
ended September 30, 1996, respectively, compared to the same periods in 1995.



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                                                                    Page 9 of 11


Liquidity and Capital Resources

         During the nine months ended  September 30, 1996,  the net cash used by
leasing  and  financing  activities  was  $219,000,  as compared to the net cash
provided by leasing  and  financing  activities  of $415,000  during  1995.  The
decrease in cash  generated for the nine months ended  September 30, 1996 is due
to the absence of  principal  payments  from notes  receivable.  During the nine
months ended September 30, 1995, the Partnership  received a settlement from its
one remaining outstanding note receivable.

         The  distributions  from  joint  ventures  continues  to be  one of the
primary sources of cash generated by the Partnership.  Cash  distributions  from
joint  ventures were  $274,000 for the nine months ended  September 30, 1996 and
$394,000 for the nine months ended  September 30, 1995.  The slight  decrease in
distributions for the nine months ended September 30, 1996, as compared to 1995,
is attributable to the closure of one joint venture during 1995, as well as, the
decrease in rental receipts from several other joint  ventures.  The decrease in
rental  receipts is a result of equipment  being re-leased at lower rental rates
and equipment being sold.

          As of September 30, 1996,  the  Partnership  owned  equipment held for
lease  with a purchase  price of  $685,000  and a net book  value of $1,000,  as
compared to $2,096,000 and $0 at September 30, 1995,  respectively.  The General
Partner is actively  engaged,  on behalf of the Partnership,  in remarketing and
selling the Partnership's off-lease equipment portfolio.

         The limited partners  received their annual  distribution of $2,228,000
during both the nine months ended September 30, 1996 and 1995. As a result,  the
cumulative  cash  distributions  to the limited  partners  are  $75,915,000  and
$73,687,000 at September 30, 1996 and 1995,  respectively.  The General  Partner
did not receive  distributions  during the nine months ended  September 30, 1996
and 1995.

         The Partnership will reach the end of its term on December 31, 1997, at
which time it will liquidate its remaining assets and make a final  distribution
to partners of the excess  cash,  if any.  The  Partnership  currently  does not
anticipate making any further  distribution to partners until the termination of
the Partnership.

         As the Partnership's  asset portfolio  continues to decline as a result
of the on-going  liquidation  of assets,  it is expected that the cash generated
from  operations  will also decline.  Cash  generated from leasing and financing
operations  has been and is anticipated to continue to be sufficient to meet the
Partnership's on-going operational expenses.


<PAGE>


                                                                   Page 10 of 11


                         PHOENIX LEASING INCOME FUND VI

                               September 30, 1996

                           Part II. Other Information.
                           ---------------------------

Item 1.  Legal Proceedings.  Inapplicable.

Item 2.  Changes in Securities.  Inapplicable

Item 3.  Defaults Upon Senior Securities.  Inapplicable

Item 4.  Submission of Matters to a Vote of Securities Holders.  Inapplicable

Item 5.  Other Information.  Inapplicable

Item 6.  Exhibits and Reports on 8-K:

         a)  Exhibits:

             (27) Financial Data Schedule

         b)  Reports on 8-K:  None


<PAGE>


                                                                   Page 11 of 11


                                   SIGNATURES


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

                                           PHOENIX LEASING INCOME FUND VI
                                           ------------------------------
                                                     (Registrant)

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

November 12, 1996        Chief Financial Officer,        /S/ PARITOSH K. CHOKSI
-----------------        Senior Vice President           ----------------------
                         and Treasurer of               (Paritosh K. Choksi)
                         Phoenix Leasing Incorporated
                         General Partner


November 12, 1996        Senior Vice President,          /S/ BRYANT J. TONG
-----------------        Financial Operations            -----------------------
                         (Principal Accounting Officer) (Bryant J. Tong)
                         Phoenix Leasing Incorporated
                         General Partner


November 12, 1996        Senior Vice President of        /S/ GARY W. MARTINEZ
-----------------        Phoenix Leasing Incorporated    -----------------------
                         General Partner                (Gary W. Martinez)


November 12, 1996        Partnership Controller          /S/ MICHAEL K. ULYATT
-----------------        Phoenix Leasing Incorporated    -----------------------
                         General Partner                (Michael K. Ulyatt)