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 September 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 September
30, 1997.

Transitional small business disclosure format:

                               Yes _____ No __X__



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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,
                                                         1997           1996
                                                       -------        -------
ASSETS

Cash and cash equivalents                              $   834        $   670

Accounts receivable (net of allowance for
   losses on accounts receivable of $3 and
   $8 at September 30, 1997 and December 31,
   1996, respectively)                                       2              7

Equipment on operating leases and held for lease
   (net of accumulated depreciation of $4 and $423
   at September 30, 1997 and December 31, 1996,
   respectively)                                          --             --

Investment in joint ventures                               106            276

Securities, available for sale                             151            149

Other assets                                                22              7
                                                       -------        -------
     Total Assets                                      $ 1,115        $ 1,109
                                                       =======        =======

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities

   Accounts payable and accrued expenses               $   114        $   134

   Liquidation fees payable to General Partner           1,108          1,108
                                                       -------        -------
     Total Liabilities                                   1,222          1,242
                                                       -------        -------

Partners' Capital (Deficit)

   General Partner                                         424            421

   Limited Partners, 320,000 units authorized and
     issued, 297,165 units outstanding at September
     30, 1997 and December 31, 1996                       (594)          (615)

   Unrealized gains on available-for-sale securities        63             61
                                                       -------        -------
     Total Partners' Capital (Deficit)                    (107)          (133)
                                                       -------        -------
     Total Liabilities and Partners' Capital (Deficit) $ 1,115        $ 1,109
                                                       =======        =======

        The accompanying notes are an integral part of these statements.


<PAGE>


                                                                    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,
                                           1997      1996      1997      1996
                                          ------    ------    ------    ------
INCOME

   Rental income                          $   23    $    8    $   31    $   17
   Equity in earnings (losses) from 
    joint ventures, net                      (80)       54         4       176
   Interest income, notes receivable        --        --          13      --
   Gain on sale of securities               --        --        --          19
   Other income                               12         8        34        35
                                          ------    ------    ------    ------

     Total Income                            (45)       70        82       247
                                          ------    ------    ------    ------

EXPENSES

   Depreciation                             --           1      --           3
   Lease related operating expenses         --           1      --           5
   Management fees to General Partner          2      --           4         6
   Provision for losses on receivables         5        19         5        19
   General and administrative expenses        16        25        49        77
                                          ------    ------    ------    ------

     Total Expenses                           23        46        58       110
                                          ------    ------    ------    ------

NET INCOME (LOSS)                         $  (68)   $   24    $   24    $  137
                                          ======    ======    ======    ======


NET INCOME (LOSS) PER LIMITED
   PARTNERSHIP UNIT                       $ (.19)   $  .07    $  .07    $  .39
                                          ======    ======    ======    ======

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

ALLOCATION OF NET INCOME (LOSS):
   General Partner                        $  (10)   $    3    $    4    $   20
   Limited Partners                          (58)       21        20       117
                                          ------    ------    ------    ------

                                          $  (68)   $   24    $   24    $  137
                                          ======    ======    ======    ======


        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)


                                                           Nine Months Ended
                                                             September 30,
                                                             1997      1996
                                                           -------   -------
Operating Activities:
   Net income                                              $    24   $   137
   Adjustments to reconcile net income
     to net cash used by operating activities:
       Depreciation                                           --           3
       Gain on sale of equipment                                (2)       (2)
       Equity in earnings from joint ventures, net              (4)     (176)
       Provision for losses on accounts receivable               5        19
       Gain on sale of securities                             --         (19)
       Decrease in accounts receivable                        --           4
       Decrease in accounts payable and
        accrued expenses                                       (20)     (182)
       Increase in other assets                                (15)       (3)
                                                           -------   -------

   Net cash used by operating activities                       (12)     (219)
                                                           -------   -------

Investing Activities:
   Proceeds from sale of equipment                               2         2
   Proceeds from sale of securities                           --          90
   Distributions from joint ventures                           174       274
                                                           -------   -------

   Net cash provided by investing activities                   176       366
                                                           -------   -------

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

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

Increase (decrease) in cash and cash equivalents               164    (2,081)

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

Cash and cash equivalents, end of period                   $   834   $   627
                                                           =======   =======

        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  1996  amounts  have been  reclassified  to
conform to the 1997 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 (loss) 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 three month
periods  ended  September 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.



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                                                                    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:

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

        Assets                                $ 1,377     $ 2,912
        Liabilities                               557         786
        Partners' Capital                         820       2,126

                                    Three Months Ended    Nine Months Ended
                                       September 30,        September 30,
                                       1997     1996        1997     1996
                                     -------  -------     -------  -------
                                             (Amounts in Thousands)

                   Revenue           $   271  $   822     $ 1,630  $ 2,854
                   Expenses              921      400       1,646    1,530
                   Net Income (Loss)    (650)     422         (16)   1,324

Financing Joint Ventures

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

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

        Assets                                $    37     $    38
        Liabilities                                11           4
        Partners' Capital                          26          34

                                    Three Months Ended    Nine Months Ended
                                       September 30,        September 30,
                                       1997     1996        1997     1996
                                     -------  -------     -------  -------
                                             (Amounts in Thousands)

        Revenue                      $    21  $    15     $    40  $    56
        Expenses                           1        3           5       11
        Net Income                        20       12          35       45



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                                                                    Page 7 of 11


Foreclosed Cable Systems Joint Venture

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

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

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

                                    Three Months Ended    Nine Months Ended
                                       September 30,        September 30,
                                       1997     1996        1997     1996
                                     -------  -------     -------  -------
                                             (Amounts in Thousands)

        Revenue                      $  --    $    (3)    $  --    $ 1,244
        Expenses                        --       --          --        165
        Net Income (Loss)               --         (3)       --      1,079


<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 loss of $68,000 and net income of $24,000
during  the  three and nine  months  ended  September  30,  1997,  respectively,
compared to net income of $24,000 and $137,000 for the same periods in the prior
year. The decrease in earnings  during the three and nine months ended September
30, 1997,  compared to the same periods in 1996, is attributable to a decline in
earnings from joint ventures.

         Total revenues  decreased by $115,000 and $165,000 during the three and
nine months ended  September 30, 1997,  respectively,  when compared to the same
periods in 1996. The decrease in total revenues during the three and nine months
ended  September  30, 1997 is primarily  attributable  to a decrease in earnings
from  joint  ventures,  as will be further  discussed  under  "Joint  Ventures".
Additionally,  the absence of a gain on sale of securities  also  contributed to
the decline in total  revenues  for the nine months  ended  September  30, 1997,
compared to $19,000 for the same period in the prior year.  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 $90,000.

         The  decrease in earnings  from joint  ventures  for the three and nine
months ended  September  30, 1997 is  partially  offset by an increase in rental
income of $15,000 and $14,000,  respectively, as compared to the same periods in
the previous year.

         Interest  income from notes  receivable  of $13,000 for the nine months
ended  September  30, 1997 also  partially  offset the decline in earnings  from
joint  ventures  for the period.  The  Partnership  received a  disbursement  of
proceeds  during the nine months ended  September  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 note  receivable  was placed into escrow to
cover liabilities which may have arisen after the payoff.

         Total  expenses  decreased by $23,000 and $52,000  during the three and
nine months  ended  September  30, 1997,  respectively,  as compared to the same
periods in 1996. The decrease  during the three and nine months ended  September
30, 1997, as compared to the same periods in 1996, is due to a decline in nearly
all  expense  items with the  decrease in general  and  administrative  expenses
contributing  one of the largest  decreases  of $9,000 and $28,000 for the three
and nine months ended September 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 nine months ended September 30, 1997, compared to
the same periods in 1996.  Another factor  contributing to the decrease in total
expenses is the decline in provision  for losses on  receivables  of $14,000 for
both the three and nine months ended  September  30, 1997,  compared to the same
periods in the previous year.

         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


<PAGE>


                                                                    Page 9 of 11

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 $134,000 and $172,000 during
the three and nine months ended  September 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 one equipment joint venture  recording
provisions for additional depreciation and losses on notes receivable.

Liquidity and Capital Resources

         During the nine months ended  September 30, 1997,  the net cash used by
leasing and financing  activities was $12,000,  as compared to the net cash used
by leasing and  financing  activities  of $219,000  during the nine months ended
September  30,  1996.  The  improvement  in net cash  generated  by leasing  and
financing  activities for the nine months ended September 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 $100,000 for the nine months ended  September  30,
1997,  compared to the same period in 1996. The decrease  experienced during the
nine months ended  September 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 September 30, 1997,  the  Partnership  owned  equipment held for
lease with a purchase  price of $25,000  and a net book value of $0, as compared
to $685,000 and $1,000 at September 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 nine months
ended   September  30,  1997.  The  Limited   Partners   received  their  annual
distribution of $2,228,000  during the nine months ended September 30, 1996. The
cumulative  cash  distributions  to  the  Limited  Partners  is  $75,915,000  at
September 30, 1997 and 1996. The General  Partner did not receive  distributions
during the nine months ended September 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

                               September 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
         ----                         -----                    ---------


  November 12, 1997      Senior Vice President            /S/ GARY W. MARTINEZ
--------------------     and a Director of                ----------------------
                         Phoenix Leasing Incorporated     (Gary W. Martinez)
                         General Partner


  November 12, 1997      Chief Financial Officer,         /S/ PARITOSH K. CHOKSI
--------------------     Senior Vice President,           ----------------------
                         Treasurer and a Director of      (Paritosh K. Choksi)
                         Phoenix Leasing Incorporated
                         General Partner


  November 12, 1997      Senior Vice President,           /S/ BRYANT J. TONG
--------------------     Financial Operations of          ----------------------
                         (Principal Accounting Officer)   (Bryant J. Tong)
                         Phoenix Leasing Incorporated
                         General Partner