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 March 31, 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 March 31,
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)
                                                         March 31,  December 31,
                                                           1997        1996
                                                           ----        ----
ASSETS

Cash and cash equivalents                                $   752    $   670

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

Equipment on operating leases and held for lease
   (net of accumulated depreciation of $397 and
   $423 at March 31, 1997 and December 31, 1996,
   respectively)                                            --         --

Investment in joint ventures                                 225        276

Securities, available for sale                               114        149

Other assets                                                  15          7
                                                         -------    -------
     Total Assets                                        $ 1,114    $ 1,109
                                                         =======    =======

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities

   Accounts payable and accrued expenses                 $   133    $   134

   Liquidation fees payable to General Partner             1,108      1,108
                                                         -------    -------
     Total Liabilities                                     1,241      1,242
                                                         -------    -------

Partners' Capital (Deficit)

   General Partner                                           427        421

   Limited Partners, 320,000 units authorized
     and issued, 297,165 units outstanding at
     March 31, 1997 and December 31, 1996                   (580)      (615)

   Unrealized gains on available-for-sale securities          26         61
                                                         -------    -------
     Total Partners' Capital (Deficit)                      (127)      (133)
                                                         -------    -------
     Total Liabilities and Partners' Capital (Deficit)   $ 1,114    $ 1,109
                                                         =======    =======

        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
                                                             March 31,
                                                         1997         1996
                                                         ----         ----

INCOME

   Rental income                                        $   6        $   6
   Equity in earnings from joint ventures, net             30           52
   Interest income, notes receivable                       13         --
   Other income                                             9           10
                                                        -----        -----

     Total Income                                          58           68
                                                        -----        -----

EXPENSES

   Depreciation                                          --              1
   Lease related operating expenses                      --              4
   Management fees to General Partner                       2         --
   General and administrative expenses                     15           28
                                                        -----        -----

     Total Expenses                                        17           33
                                                        -----        -----

NET INCOME                                              $  41        $  35
                                                        =====        =====


NET INCOME PER LIMITED PARTNERSHIP UNIT                 $ .12        $ .10
                                                        =====        =====

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

ALLOCATION OF NET INCOME:
   General Partner                                      $   6        $   5
   Limited Partners                                        35           30
                                                        -----        -----

                                                        $  41        $  35
                                                        =====        =====


        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)



                                                           Three Months Ended
                                                               March 31,
                                                             1997      1996
                                                             ----      ----
Operating Activities:

   Net income                                               $  41     $    35

   Adjustments to reconcile net income to net cash
     used by operating activities:
       Depreciation                                          --             1
       Gain on sale of equipment                               (2)         (2)
       Equity in earnings from joint ventures, net            (30)        (52)
       Decrease (increase) in accounts receivable              (1)          2
       Decrease in accounts payable and accrued expenses       (1)       (113)
       Increase in other assets                                (8)         (1)
                                                            -----     -------

Net cash used by operating activities                          (1)       (130)
                                                            -----     -------

Investing Activities:
   Proceeds from sale of equipment                              2           2
   Distributions from joint ventures                           81          95
                                                            -----     -------

Net cash provided by investing activities                      83          97
                                                            -----     -------

Financing Activities:

   Distributions to partners                                 --        (2,228)
                                                            -----     -------

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

Increase (decrease) in cash and cash equivalents               82      (2,261)

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

Cash and cash equivalents, end of period                    $ 752     $   447
                                                            =====     =======



        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 three month periods ended
March  31,  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:

                                                March 31,    December 31,
                                                  1997           1996
                                                  ----           ----
                                                (Amounts in Thousands)

Assets                                           $2,667         $2,912
Liabilities                                         763            786
Partners' Capital                                 1,904          2,126

                                                 Three Months Ended
                                                      March 31,
                                                 1997           1996
                                                 ----           ----
                                                (Amounts in Thousands)

Revenue                                          $687           $961
Expenses                                          351            587
Net Income                                        336            374

Financing Joint Ventures

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

                                              March 31,    December 31,
                                                1997           1996
                                                ----           ----
                                               (Amounts in Thousands)

Assets                                           $34            $38
Liabilities                                       11              4
Partners' Capital                                 23             34

                                                 Three Months Ended
                                                      March 31,
                                                 1997           1996
                                                 ----           ----
                                               (Amounts in Thousands)

Revenue                                          $14            $19
Expenses                                           3              4
Net Income                                        11             15








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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:

                                                March 31,    December 31,
                                                  1997           1996
                                                  ----           ----
                                                (Amounts in Thousands)

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

                                                  Three Months Ended
                                                       March 31,
                                                  1997           1996
                                                  ----           ----
                                                (Amounts in Thousands)

Revenue                                          $  --          $1,276
Expenses                                            --             164
Net Income                                          --           1,112



<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 $41,000 during the three months
ended March 31,  1997,  compared to net income of $35,000 for the same period in
the prior year.  The increase in net income  during the three months ended March
31, 1997,  compared to the same period in 1996, is  attributable to a decline in
total expenses which exceeded the decline in total revenues.

         Total revenues decreased by $10,000 during the three months ended March
31,  1997,  when  compared  to the same  period in 1996.  The  decrease in total
revenues during the three months ended March 31, 1997 was primarily attributable
to a decrease in  earnings  from joint  ventures of $22,000,  as will be further
discussed under "Joint Ventures".

         The decrease in earnings from joint ventures is partially  offset by an
increase  in  interest  income  from notes  receivable  of $13,000 for the three
months ended March 31, 1997,  compared to the same period in the prior year. The
Partnership  received a disbursement  of proceeds  during the three months ended
March 31, 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  unanticipated  liabilities which may
have arisen after the payoff.

         Total expenses decreased by $16,000 during the three months ended March
31, 1997, as compared to the same period in 1996. The decrease  during the three
months ended March 31, 1997, as compared to the same period in 1996, is due to a
$13,000 decrease in general and administrative expenses and a $4,000 decrease in
lease related operating  expenses.  General and administrative  expenses consist
primarily of audit fees,  postage,  insurance and printing  costs,  all of which
decreased  during the three months  ended March 31,  1997,  compared to the same
period 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 $22,000  during the three
months ended March 31, 1997,  compared to the same period in 1996. This decrease
is due to the closure of one  equipment  joint  venture  during the three months
ended  March 31,  1997,  and a  decline  in  rental  income  and gain on sale of
equipment in another equipment joint venture.



<PAGE>


                                                                    Page 9 of 11

Liquidity and Capital Resources

         During the three  months  ended  March 31,  1997,  the net cash used by
leasing and financing activities was $1,000, as compared to the net cash used by
leasing and financing activities of $130,000 during the three months ended March
31,  1996.  The  improvement  in net cash  generated  by leasing  and  financing
activities  for the three  months  ended  March 31,  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 $14,000 for the three months ended March 31, 1997,
compared to the same period in 1996. The decrease experienced during the quarter
ended March 31, 1997,  compared to 1996, is  attributable to one equipment joint
venture  experiencing a decline in cash available for  distributions as a result
of a reduction in rental income.

          As of March 31, 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
$807,000  and $3,000 at March 31,  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 three months
ended March 31, 1997. The Limited Partners  received their annual  distributions
of $2,228,000  during the three months ended March 31, 1996. The cumulative cash
distributions to the Limited Partners is $75,915,000 at March 31, 1997 and 1996.
The General Partner did not receive  distributions during the three months ended
March 31, 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

                                 March 31, 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
      ----                          -----                  ---------




  May 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


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


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


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