Page 1 of 11


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                                   -----------

                                   FORM 10-QSB

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

                  For the quarterly period ended June 30, 1997

                                       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 _____

297,165 Units of Limited  Partnership  Interest were  outstanding as of June 30,
1997.

Transitional small business disclosure format:

                               Yes _____ No __X__



<PAGE>


                                                                    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)
                                                      June 30,     December  31,
                                                        1997           1996
                                                        ----           ----
ASSETS

Cash and cash equivalents                             $   805         $   670

Accounts receivable (net of allowance
  for losses on accounts receivable of $7
  and $8 at June 30, 1997 and December 31,
  1996, respectively)                                      11               7

Equipment on operating leases and held for
  lease (net of accumulated depreciation of
  $284 and $423 at June 30, 1997 and December
  31, 1996, respectively)                                 --              --

Investment in joint ventures                              220             276

Securities, available for sale                            126             149

Other assets                                               18               7
                                                      -------         -------
     Total Assets                                     $ 1,180         $ 1,109
                                                      =======         =======

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities

   Accounts payable and accrued expenses              $   136         $   134

   Liquidation fees payable to General Partner          1,108           1,108
                                                      -------         -------
     Total Liabilities                                  1,244           1,242
                                                      -------         -------

Partners' Capital (Deficit)

   General Partner                                        434             421

   Limited  Partners, 320,000 units
     authorized and issued, 297,165 units
     outstanding at June 30, 1997 and
     December 31, 1996                                   (536)           (615)

   Unrealized gains on available-for-sale
     securities                                            38              61
                                                      -------         -------
     Total Partners' Capital (Deficit)                    (64)           (133)
                                                      -------         -------
     Total Liabilities and Partners'
      Capital (Deficit)                               $ 1,180         $ 1,109
                                                      =======         =======

        The accompanying notes are an integral part of these statements.


<PAGE>


                                                                    Page 3 of 11
<TABLE>

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

<CAPTION>

                                                     Three Months Ended       Six Months Ended
                                                           June 30,                June 30,
                                                      1997        1996        1997        1996
                                                      ----        ----        ----        ----
<S>                                                   <C>         <C>         <C>       <C>
INCOME

   Rental income                                      $  3        $  4        $  8       $  10
   Equity in earnings from joint ventures, net          54          69          84         121
   Interest income, notes receivable                   --          --           13         --
   Gain on sale of securities                          --           19         --           19
   Other income                                         13          16          22          26
                                                      ----        ----        ----       -----

     Total Income                                       70         108         127         176
                                                      ----        ----        ----       -----

EXPENSES

   Depreciation                                        --            1         --            2
   Lease related operating expenses                    --          --          --            5
   Management fees to General Partner                    1           6           2           6
   General and administrative expenses                  18          23          33          50
                                                      ----        ----        ----       -----

     Total Expenses                                     19          30          35          63
                                                      ----        ----        ----       -----

NET INCOME                                            $ 51        $ 78        $ 92       $ 113
                                                      ====        ====        ====       =====


NET INCOME PER LIMITED
   PARTNERSHIP UNIT                                   $.14        $.22        $.26       $ .32
                                                      ====        ====        ====       =====

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

ALLOCATION OF NET INCOME:

   General Partner                                    $  8        $ 12        $ 14       $  17
   Limited Partners                                     43          66          78          96
                                                      ----        ----        ----       -----

                                                      $ 51        $ 78        $ 92       $ 113
                                                      ====        ====        ====       =====

</TABLE>                   
        The accompanying notes are an integral part of these statements.


<PAGE>


                                                                    Page 4 of 11

                         PHOENIX LEASING INCOME FUND VI
                            STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                   (Unaudited)


                                                          Six Months Ended
                                                              June 30,
                                                          1997        1996
                                                          ----        ----
Operating Activities:
   Net income                                          $    92      $  113
   Adjustments to reconcile net income to net cash
     used by operating activities:
       Depreciation                                       --             2
       Gain on sale of equipment                            (2)         (1)
       Equity in earnings from joint ventures, net         (84)       (121)
       Gain on sale of securities                         --           (19)
       Decrease (increase) in accounts receivable           (4)          2
       Increase (decrease) in accounts payable
         and accrued expenses                                2        (143)
       Increase in other assets                            (11)         (2)
                                                       -------      ------

   Net cash used by operating activities                    (7)       (169)
                                                       -------      ------

Investing Activities:
   Proceeds from sale of equipment                           2           1
   Proceeds from sale of securities                       --            89
   Distributions from joint ventures                       140         198
                                                       -------      ------

   Net cash provided by investing activities               142         288
                                                       -------      ------

Financing Activities:
   Distributions to partners                              --        (2,227)
                                                       -------      ------

   Net cash used by financing activities                  --        (2,227)
                                                       -------      ------

Increase (decrease) in cash and cash equivalents           135      (2,108)

Cash and cash equivalents, beginning of period             670       2,708
                                                       -------      ------

Cash and cash equivalents, end of period               $   805      $  600
                                                       =======      ======



        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  1997  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 six month periods ended
June  30,  1997  and  1996.  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.

















<PAGE>


                                                                    Page 6 of 11


Note 5.      Investment in  Joint Ventures.

Equipment Joint Ventures

         The aggregate  combined  financial  information of the equipment  joint
ventures is as follows:

                                             June 30,   December 31,
                                               1997        1996
                                               ----        ----
                                           (Amounts in Thousands)

           Assets                           $ 2,584     $ 2,912
           Liabilities                          860         786
           Partners' Capital                  1,724       2,126

                                  Three Months Ended       Six Months Ended
                                        June 30,               June 30,
                                    1997       1996        1997        1996
                                    ----       ----        ----        ----
                                           (Amounts in Thousands)

           Revenue                $  673    $ 1,071     $ 1,360     $ 2,032
           Expenses                  374        542         725       1,130
           Net Income                299        529         635         902

Financing Joint Ventures

           The aggregate combined  financial  information of the financing joint
ventures is as follows:

                                            June 30,   December 31,
                                              1997        1996
                                              ----        ----
                                           (Amounts in Thousands)

           Assets                             $ 32        $ 38
           Liabilities                          11           4
           Partners' Capital                    21          34

                                   Three Months Ended    Six Months Ended
                                       June 30,              June 30,
                                   1997       1996       1997        1996
                                   ----       ----       ----        ----
                                           (Amounts in Thousands)

           Revenue                 $  6       $ 22       $ 20        $ 42
           Expenses                   2          3          5           8
           Net Income                 4          9         15          34









<PAGE>


                                                                    Page 7 of 11

Foreclosed Cable Systems Joint Venture

           The  financial  information  of the  foreclosed  cable  systems joint
venture is as follows:

                                            June 30,  December 31,
                                              1997       1996
                                              ----       ----
                                           (Amounts in Thousands)

           Assets                            $  -       $  -
           Liabilities                          -          -
           Partners' Capital                    -          -

                                  Three Months Ended     Six Months Ended
                                        June 30,             June 30,
                                    1997       1996      1997        1996
                                    ----       ----      ----        ----
                                           (Amounts in Thousands)

           Revenue                 $  -      $  (34)    $  -      $ 1,241
           Expenses                   -           1        -          164
           Net Income (Loss)          -         (35)       -        1,077



<PAGE>


                                                                    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 $51,000 and $92,000 during the
three and six months ended June 30, 1997,  respectively,  compared to net income
of $78,000 and $113,000 for the same periods in the prior year.  The decrease in
net income during the three and six months ended June 30, 1997,  compared to the
same  periods  in 1996,  is  attributable  to a decline in  earnings  from joint
ventures and the absence of a gain on sale of securities.

         Total  revenues  decreased by $38,000 and $49,000  during the three and
six months ended June 30, 1997, respectively,  when compared to the same periods
in 1996.  The decrease in total  revenues  during the three and six months ended
June 30, 1997 is  primarily  attributable  to a decrease in earnings  from joint
ventures,  as will be further discussed under "Joint  Ventures",  as well as the
absence of a gain on sale of securities. The Partnership reported a gain on sale
of securities of $19,000 for the three and six months ended June 30, 1996.  This
gain on sale of securities was a result of the Partnership  selling a portion of
its  investment  in  Storage  Technology  Corporation  common  stock,  receiving
proceeds from the sale of $89,000.

         The  decreases  in  earnings  from joint  ventures  and gain on sale of
securities  is  partially  offset by an increase  in interest  income from notes
receivable  of $13,000 for the six months ended June 30,  1997,  compared to the
same  period in the prior  year.  The  Partnership  received a  disbursement  of
proceeds  during the six months ended June 30,  1997,  which were held in escrow
for a note  receivable  which was paid off in 1995.  In 1995,  a portion  of the
proceeds  from the payoff of this notes  receivable  was placed  into  escrow to
cover liabilities which may have arisen after the payoff.

         Total  expenses  decreased by $11,000 and $28,000  during the three and
six months ended June 30, 1997, respectively, as compared to the same periods in
1996.  The  decrease  during the three and six months  ended June 30,  1997,  as
compared to the same periods in 1996,  is due to a decline in all expense  items
with the  decrease  in general  and  administrative  expenses  contributing  the
largest  decrease of $5,000 and $17,000 for the three and six months  ended June
30, 1997,  respectively,  as compared to the same periods in the previous  year.
General and  administrative  expenses consist primarily of audit fees,  postage,
insurance and printing costs,  all of which  decreased  during the three and six
months ended June 30, 1997, compared to the same periods in 1996.

         Because the Partnership is in its liquidation stage, it is not expected
that the Partnership will acquire any additional  equipment.  As a result, lease
related  revenues  and  expenses  are  expected  to  continue  to decline as the
portfolio is liquidated and the remaining equipment is re-leased at lower rental
rates. The Partnership will reach the end of its term on December 31, 1997.

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 eventually liquidated.

         Earnings from joint  ventures  decreased by $15,000 and $37,000  during
the three and six months ended June 30, 1997, respectively, compared to the same
periods in 1996. This decrease is due to the closure of several  equipment joint
ventures  during  1996,  and a  decline  in  rental  income  and gain on sale of
equipment in several other equipment joint ventures.


<PAGE>


                                                                    Page 9 of 11



Liquidity and Capital Resources

         During the six months ended June 30, 1997, the net cash used by leasing
and financing activities was $7,000, as compared to the net cash used by leasing
and financing  activities of $169,000 during the six months ended June 30, 1996.
The  improvement in net cash  generated by leasing and financing  activities for
the six months  ended June 30, 1997,  compared to the same period in 1996,  is a
result of a decrease in the amount paid to the General  Partner for  liquidation
fees.

         The  distributions  from  joint  ventures  continues  to be  one of the
primary sources of cash generated by the Partnership.  Cash  distributions  from
joint  ventures  decreased  by $58,000 for the six months  ended June 30,  1997,
compared to the same period in 1996.  The  decrease  experienced  during the six
months ended June 30, 1997,  compared to 1996, is  attributable to one equipment
joint venture  experiencing  a decline in cash available for  distribution  as a
result of a reduction in rental income and sales proceeds received,  as well as,
the closure of one of the equipment joint ventures.

          As of June 30, 1997, the  Partnership  owned  equipment held for lease
with a purchase  price of  $419,000  and a net book value of $0, as  compared to
$679,000  and $2,000 at June 30,  1996,  respectively.  The  General  Partner is
actively engaged,  on behalf of the Partnership,  in remarketing and selling the
Partnership's off-lease equipment portfolio.

         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 future  distribution to partners until the termination of
the Partnership,  as such no  distributions  has been made during the six months
ended June 30, 1997. The Limited Partners received their annual  distribution of
$2,227,000  during  the six months  ended June 30,  1996.  The  cumulative  cash
distributions  to the Limited Partners is $75,915,000 at June 30, 1997 and 1996.
The General  Partner did not receive  distributions  during the six months ended
June 30, 1996.

         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

                                  June 30, 1997

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


  August 13, 1997       Senior Vice President             /S/ GARY W. MARTINEZ
-----------------       and a Director of                 ----------------------
                        Phoenix Leasing Incorporated      (Gary W. Martinez)
                        General Partner


  August 13, 1997       Chief Financial Officer,          /S/ PARITOSH K. CHOKSI
-----------------       Senior Vice President,            ----------------------
                        Treasurer and a Director of       (Paritosh K. Choksi)
                        Phoenix Leasing Incorporated
                        General Partner


  August 13, 1997       Senior Vice President,            /S/ BRYANT J. TONG
-----------------       Financial Operations of           ----------------------
                        (Principal Accounting Officer)    (Bryant J. Tong)
                        Phoenix Leasing Incorporated
                        General Partner


  August 13, 1997       Partnership Controller of         /S/ MICHAEL K. ULYATT
-----------------       Phoenix Leasing Incorporated      ----------------------
                        General Partner                   (Michael K. Ulyatt)