UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



[x ] Quarterly  Report  Pursuant  to Section 13 or 15(d) of the  Securities
     Exchange Act of 1934

For the period ended              September 30, 1996
                     ----------------------------------------------------------

[ ]  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              33-36376
                       --------------------------------------------------------

                        ICON Cash Flow Partners L.P. Six
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        Delaware                                                 13-3723089
-------------------------------------------------------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)


              600 Mamaroneck Avenue, Harrison, New York 10528-1632
-------------------------------------------------------------------------------
  (Address of principal executive offices)                          (Zip code)


                                 (914) 698-0600
-------------------------------------------------------------------------------
               Registrant's telephone number, including area code



        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.

                                                          [ x] Yes     [  ] No







<PAGE>



PART 1  - FINANCIAL INFORMATION
Item 1.  Financial Statements

                                  ICON Cash Flow Partners L.P. Six
                                  (A Delaware Limited Partnership)

                                    Consolidated Balance Sheets
                                             (unaudited)
<TABLE>

                                                               September 30,    December 31,
                                                                    1996           1995
                                                                    ----           ----
       Assets
<S>                                                                <C>              <C>    

Cash .......................................................   $   7,003,236    $   8,981,950
                                                               -------------    -------------

Investment in finance leases
   Minimum rents receivable ................................      52,332,990       65,040,140
   Estimated unguaranteed residual values ..................      13,283,330       12,881,418
   Initial direct costs ....................................       1,265,323        1,674,324
   Unearned income .........................................      (9,778,080)     (12,707,193)
   Allowance for doubtful accounts .........................        (186,370)        (361,941)
                                                               -------------    -------------

                                                                  56,917,193       66,526,748
Investment in operating leases
   Equipment, at cost ......................................      19,371,603       19,371,603
   Initial direct costs ....................................         119,861          335,613
   Accumulated depreciation ................................      (1,272,973)        (636,487)
                                                               -------------    -------------

                                                                  18,218,491       19,070,729
Investment in financings
   Receivables due in installments .........................       6,590,783        8,649,392
   Initial direct costs ....................................         122,597          182,965
   Unearned income .........................................        (911,360)      (1,204,544)
   Allowance for doubtful accounts .........................         (22,200)         (43,200)
                                                               -------------    -------------

                                                                   5,779,820        7,584,613
                                                               -------------    -------------

Investment in leveraged leases .............................       1,997,718             --

Equity investment in joint venture .........................          44,632          885,346
                                                               -------------    -------------

Other assets ...............................................         725,087           41,564
                                                               -------------    -------------

Total assets ...............................................   $  90,686,177    $ 103,090,950
                                                               =============    =============

       Liabilities and Partners' Equity

Notes payable - non-recourse ...............................   $  47,470,885    $  45,166,000
Note payable - non-recourse - securitized ..................       9,317,903       15,183,224
Security deposits and deferred credits .....................       5,104,950          250,768
Minority interest in joint venture .........................       1,010,290        1,879,629
Accounts payable to General Partner and affiliates, net ....         104,844        1,037,286
Accounts payable - other ...................................         528,883          448,418
Accounts payable - equipment ...............................            --          8,678,812
                                                               -------------    -------------

                                                                  63,537,755       72,644,137

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner .........................................         (58,979)         (26,396)
   Limited partners (383,292 and 383,592 units outstanding,
     $100 per unit original issue price in 1996 and 1995,
     respectively) .........................................      27,207,401       30,473,182
                                                               -------------    -------------

     Total partners' equity ................................      27,148,422       30,446,813
                                                               -------------    -------------

Total liabilities and partners' equity .....................   $  90,686,177    $ 103,090,950
                                                               =============    =============
See accompanying notes to consolidated financial statements 


<PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                      Consolidated Statements of Operations

                                   (unaudited)

                                               For the Three Months         For the Nine Months
                                               Ended September 30,          Ended September 30,
                                               1996           1995          1996           1995
                                               ----           ----          ----           ----

Revenue
<S>                                                <C>          <C>           <C>         <C>    

   Finance income                           $  1,604,725  $  1,123,048  $  5,195,452   $  2,933,648
   Rental income                                 603,152       603,151     1,809,454      1,407,353
   Net gain on sales or remarketing
     of equipment                                111,820        30,758       325,325         44,702
   Interest income and other                      64,394       102,884       265,805        245,955
   Income from equity investment
     in joint venture                              1,628         1,388         4,702          3,991
                                            ------------  ------------  ------------   ------------

   Total revenues                              2,385,719     1,861,229     7,600,738      4,635,649
                                            ------------  ------------  ------------   ------------

Expenses

   Interest                                    1,095,807       833,497     3,581,824      2,145,739
   Amortization of initial direct costs          302,527       228,282       996,574        571,561
   Management fees - General Partner             269,025       193,668     1,021,462        466,310
   Depreciation                                  212,163       212,162       636,487        424,324
   General and administrative                    143,212        72,164       503,933        160,065
   Administrative expense reimbursement
     - General Partner                           134,022        92,003       492,781        257,718
   Provision for bad debts                       200,000       150,000       450,000        300,000
   Minority interest in joint venture             13,880        52,085        57,339        164,957
                                            ------------  ------------  ------------   ------------

   Total expenses                              2,370,636     1,833,861     7,740,400      4,490,674
                                            ------------  ------------  ------------   ------------

Net income (loss)                           $     15,083     $  27,368  $  (139,662)   $    144,975
                                            ============     =========  ===========    ============

Net income allocable to:
   Limited partners                         $     14,932  $     27,094  $   (138,265)  $    143,525
   General Partner                                   151           274        (1,397)         1,450
                                            ------------  ------------  ------------   ------------

                                            $     15,083  $     27,368  $   (139,662)  $    144,975
                                            ============  ============  ============   ============

Weighted average number of limited
   partnership units outstanding                 383,425       292,699       383,425        225,377
                                            ============  ============  ============   ============

Net income (loss) per weighted average
   limited partnership unit                 $        .04  $        .09  $       (.36)  $        .64
                                            ============  ============  ============   ============




See accompanying notes to consolidated financial statements.


<PAGE>



                        ICON Cash Flow Partners L. P. Six
                        (A Delaware Limited Partnership)

             Consolidated Statements of Changes in Partners' Equity

                  For the Nine Months Ended September 30, 1996,
                   the Years Ended December 31, 1995 and 1994
                and the Period July 8, 1993 to December 31, 1993

                                   (unaudited)

                            Limited Partner
                             Distributions

                        Return of   Investment        Limited       General
                         Capital      Income          Partners      Partner      Total
                     (Per weighted average unit)
<S>                      <C>            <C>               <C>           <C>          <C>   

Initial partners'
 capital contribution
   - July 8, 1993                                  $       1,000   $   1,000   $      2,000
                                                   -------------   ---------   ------------

Balance at
   December 31, 1993                                       1,000       1,000          2,000

Refund of initial
   limited partners'
   capital contribution                                   (1,000)           -        (1,000)

Proceeds from issuance
   of limited partnership
   units (127,704.10 units)                           12,770,410            -    12,770,410

Sales and
   offering expenses                                  (1,724,005)           -    (1,724,005)

Cash distributions
   to partners              $  7.59   $  2.21           (311,335)     (3,145)      (314,480)

Net income                                                70,181         709         70,890
                                                    ------------      ------      ---------

Balance at
   December 31, 1994                                  10,805,251      (1,436)    10,803,815

Proceeds from issuance
   of limited partnership
   units (256,153.02 units)                           25,615,302            -    25,615,302

Sales and
   offering expenses                                  (3,458,068)           -    (3,458,068)

Cash distributions
   to partners              $  9.48   $   .29         (2,543,783)    (25,694)    (2,569,477)




<PAGE>



                                  ICON Cash Flow Partners L. P. Six
                                  (A Delaware Limited Partnership)

                 Consolidated Statements of Changes in Partners' Equity (continued)

                            For the Nine Months Ended September 30, 1996,
                             the Years Ended December 31, 1995 and 1994
                          and the Period July 8, 1993 to December 31, 1993

                                             (unaudited)

                                Limited Partner
                                 Distributions

                            Return of     Investment          Limited         General
                             Capital        Income            Partners        Partner          Total
                          (Per weighted average unit)
<S>                            <C>           <C>                 <C>             <C>              <C>   


Limited partnership units
   redeemed (265 units) .                                        (20,827)           --           (20,827)

Net income ..............                                         75,307             761          76,068
                                                            ------------    ------------    ------------

Balance at
   December 31, 1995 ....                                     30,473,182         (26,369)     30,446,813

Cash distributions
   to partners ..........   $       8.06    $       --        (3,090,799)        (31,213)     (3,122,012)

Limited partnership units
   redeemed (300 units) .                                        (36,717)           --           (36,717)

Net loss ................                                       (138,265)         (1,397)       (139,662)
                                                            ------------    ------------    ------------

Balance at
   September 30, 1996 ...                                   $ 27,207,401    $    (58,979)   $ 27,148,422
                                                            ============    ============    ============


















See accompanying notes to consolidated financial statements.


<PAGE>



                                  ICON Cash Flow Partners L. P. Six
                                  (A Delaware Limited Partnership)

                                Consolidated Statements of Cash Flows

                               For the Nine Months Ended September 30,

                                             (unaudited)
<S>                                                                  <C>             <C>    

                                                                       1996           1995
                                                                       ----           ----
Cash flows provided by operating activities:
  Net income                                                        $ (139,662)   $    144,975
                                                                  ------------    ------------
  Adjustments to reconcile net income to
   net cash provided by operating activities:
   Depreciation ...............................................        636,487         424,324
   Rental income - assigned operating lease receivables .......     (1,809,454)     (1,407,353)
   Finance income portion of receivables paid directly
     to lenders by lessees ....................................     (2,830,164)       (828,266)
   Amortization of initial direct costs .......................        996,574         571,561
   Net gain on sales or remarketing of equipment ..............       (325,325)        (44,702)
   Income from equity investment ..............................         (4,702)         (3,991)
   Distribution from investment in joint venture ..............           --             1,794
   Interest expense on non-recourse financing
     paid directly by lessees .................................      2,636,281       1,265,144
   Interest expense accrued on non-recourse debt ..............           --            15,233
   Interest expense accrued on recourse debt ..................           --
   Collection of principal - non-financed receivables .........      7,068,830       5,977,663
   Change in operating assets and liabilities:
     Allowance for doubtful accounts ..........................        465,362         107,857
     Accounts payable to General Partner and affiliates, net ..       (932,442)        204,225
     Accounts payable - other .................................         80,465         347,257
     Security deposits and deferred credits ...................      4,854,182         195,205
     Minority interest in joint ventures ......................       (869,339)         86,112
     Other asset ..............................................       (251,201)       (539,959)
     Other, net ...............................................        (31,676)       (115,197)
                                                                  ------------    ------------

       Total adjustments ......................................      9,683,878       6,256,907
                                                                  ------------    ------------

     Net cash provided by operating activities ................      9,544,216       6,401,882
                                                                  ------------    ------------

Cash flows used for investing activities:
  Proceeds from sales of equipment ............................      3,688,805         836,089
  Initial direct costs ........................................     (1,702,406)     (2,155,264)
  Equipment and receivables purchased .........................     (9,230,987)    (39,089,441)
                                                                  ------------    ------------

     Net cash used in investing activities ....................     (7,244,588)    (40,408,616)
                                                                  ------------    ------------

Cash flows provided by financing activities:
  Proceeds from non-recourse securitized debt .................      5,941,893            --
  Principal payments on non-recourse securitized debt .........     (1,196,185)           --
  Principal payments on recourse debt .........................     (5,865,321)    (16,269,876)
  Cash distributions to partners ..............................     (3,122,012)     (1,644,111)
  Redeemed limited partnership units ..........................        (36,717)           --
  Proceeds from recourse debt .................................           --        33,151,416
  Issuance of limited partnership units,
    net of offering expenses ..................................           --        17,823,862
  Proceeds received from affiliated minority interest investors           --         2,530,550

     Net cash provided by (used in) financing activities ......     (4,278,342)     35,591,841
                                                                  ------------    ------------

Net decrease in cash ..........................................     (1,978,714)     (1,585,107)

Cash, beginning of year .......................................      8,981,950       7,391,994
                                                                  ------------    ------------

Cash, end of year .............................................   $  7,003,236    $  8,977,101
                                                                  ============    ============

See accompanying notes to consolidated financial statements.


<PAGE>



                        ICON Cash Flow Partners L. P. Six
                        (A Delaware Limited Partnership)

                Consolidated Statements of Cash Flows (continued)

Supplemental Disclosures of Cash Flow Information

  For the nine months ended  September  30, 1996 and 1995,  non-cash  activities
included the following:


                                                          1996              1995
                                                          ----              ----
<S>                                                       <C>               <C>    

Rental income - assigned operating lease receivable   $  1,809,454    $    804,202
Principal and interest on direct finance
  receivables paid directly to
  lenders by lessees ..............................     13,706,876       2,733,933
Principal and interest on non-recourse
  financing paid directly to lenders by lessees ...    (15,516,330)     (3,538,135)
Non-recourse notes payable assumed
  in purchase price ...............................     34,242,429      30,512,219
Fair value of equipment and receivables
 purchased for debt and payables ..................    (34,242,429)    (30,512,219)
                                                      ------------    ------------

                                                      $        --     $        --
                                                      ============    ============

   Interest  expense of  $3,581,824  and  $2,145,739  for the nine months  ended
September  30, 1996 and 1995  consisted  of:  interest  expense on  non-recourse
financing  accrued or paid  directly  to lenders  by lessees of  $2,636,281  and
$1,280,377, respectively, interest expense on recourse financing accrued or paid
of $639,967  and  $828,475,  respectively  and other  interest  of $305,576  and
$36,887, respectively.

</TABLE>

<PAGE>



                        ICON Cash Flow Partners L. P. Six
                        (A Delaware Limited Partnership)

                   Notes to Consolidated Financial Statements

                               September 30, 1996

                                   (unaudited)

1.  Basis of Presentation

   The  consolidated  financial  statements  included  herein  should be read in
conjunction with the Notes to Consolidated  Financial Statements included in the
Partnership's  1995  Annual  Report  on Form  10-K and  have  been  prepared  in
accordance with the accounting policies stated therein.

2. New Accounting Pronouncement

  In March 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment of
Long-Lived  Assets  and for  Long-Lived  Assets  to be  Disposed  Of,"  which is
effective beginning in 1996.

  The  Partnership's  existing  policy with respect to  impairment  of estimated
residual values is to review,  on a quarterly  basis,  the carrying value of its
residuals on an individual asset basis to determine whether events or changes in
circumstances  indicate  that  the  carrying  value  of  an  asset  may  not  be
recoverable and, therefore, an impairment loss should be recognized.  The events
or changes in circumstances  which generally indicate that the residual value of
an asset has been  impaired are (i) the estimated  fair value of the  underlying
equipment is less than the  Partnership's  carrying  value or (ii) the lessee is
experiencing  financial  difficulties  and it does not  appear  likely  that the
estimated  proceeds from  disposition of the asset will be sufficient to satisfy
the  remaining  obligation  to the  non-recourse  lender  and the  Partnership's
residual  position.  Generally in the latter  situation,  the residual  position
relates to equipment subject to third party non-recourse notes payable where the
lessee remits their rental  payments  directly to the lender and the Partnership
does not recover its residual until the  non-recourse  note obligation is repaid
in full.

  The  Partnership  measures  its  impairment  loss as the  amount  by which the
carrying  amount of the  residual  value  exceeds the  estimated  proceeds to be
received by the Partnership from release or resale of the equipment.  Generally,
quoted market  prices are used as the basis for measuring  whether an impairment
loss should be recognized.

  As a  result,  the  Partnership's  policy  with  respect  to  measurement  and
recognition of an impairment loss  associated with estimated  residual values is
consistent  with  the  requirements  of  SFAS  No.  121  and,   therefore,   the
Partnership's  adoption of this  Statement  in the first  quarter of 1996 had no
material effect on the financial statements.

3. Redemption of Limited Partnership Units

   The  General  Partner  consented  to the  Partnership  redeeming  300 limited
partnership  units during 1996. The redemption  amount was calculated  following
the specific redemption formula as per the Partnership Agreement. Redeemed units
have no  voting  rights  and do not  share  in  distributions.  The  Partnership
Agreement  limits the number of units  which can be redeemed in any one year and
redeemed  units may not be  reissued.  Redeemed  limited  partnership  units are
accounted for as a deduction for partners equity.

4.  Investment in Joint Ventures

   The Partnership  Agreement allows the Partnership to invest in joint ventures
with other limited  partnerships  sponsored by the General Partner provided that
the investment  objectives of the joint ventures are consistent with that of the
Partnership.



<PAGE>



                        ICON Cash Flow Partners L. P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

    ICON Asset Acquisition LLC

    On February 3, 1995,  the  Partnership  and two  affiliates,  ICON Cash Flow
Partners, L.P., Series B ("Series B"), and ICON Cash Flow Partners, L.P., Series
C ("Series C") formed ICON Asset  Acquisition  L.L.C. I ("ICON Asset Acquisition
LLC") as a special purpose limited liability company. ICON Asset Acquisition LLC
was formed for the purpose of acquiring,  managing and  securitizing a portfolio
of leases. The Partnership, Series B and Series C contributed $8,700,000 (77.68%
interest),   $1,000,000  (8.93%  interest)  and  $1,500,000  (13.39%  interest),
respectively,  to  ICON  Asset  Acquisition  LLC.  ICON  Asset  Acquisition  LLC
established a warehouse line of credit with  ContiTrade  Services  Corp.  with a
maximum amount available of $20,000,000.

   On February 17, 1995,  ICON Asset  Acquisition LLC purchased 975 leases of an
existing lease portfolio from First Sierra Financial, Inc. utilizing $16,273,793
of proceeds from the warehouse line (See Consolidated Statements of Cash Flows -
Proceeds  from  recourse  debt -  Financing  activities),  $10,857,427  in  cash
contributions  received from the Partnership and affiliates and $723,046 in cash
adjustments at closing,  relating primarily to rents received by the seller from
lessees prior to closing and for the benefit of ICON Asset  Acquisition LLC. The
purchase  price  of  the  portfolio   totalled   $27,854,266  (See  Consolidated
Statements  of Cash Flows - Included  in  Equipment  and  receivables  purchased
Investing  activities),  the underlying  equipment  consists of graphic arts and
printing equipment and the terms of the leases range from 12 to 72 months.  ICON
Asset  Acquisition  LLC acquired  lease  contracts  which were less than 60 days
delinquent,   and  which  met  the  Partnership's  overall  credit  underwriting
criteria.  The purchase price of the portfolio was determined by discounting the
future  contractual  cash flows. All such leases are net leases and are reported
and accounted for as finance leases.  The Partnership's  consolidated  financial
statements  include 100% of the accounts of ICON Asset  Acquisition LLC with the
affiliates' share reflected as "minority interest in joint ventures."

  On September 5, 1995, ICON Asset Acquisition LLC securitized substantially all
of its  portfolio.  Proceeds from the  securitization  were used to pay down its
existing line of credit and excess  proceeds  were  returned to the  Partnership
based on its pro rata interest. ICON Asset Acquisition LLC became the beneficial
owner of a trust and the Prudential Insurance Company of America  ("Prudential")
is  treated  as the  lender to the  trust.  The  trustee  for the trust is Texas
Commerce Bank ("TCB").  In conjunction with this securitization the portfolio as
well as the General  Partner's  servicing  capabilities were rated "A" by Duff &
Phelps, a nationally recognized rating agency. The General Partner, as servicer,
is  responsible  for managing,  servicing,  reporting on and  administering  the
portfolio.  All monies  received  from the portfolio are remitted to TCB. TCB is
responsible  for disbursing to Prudential its respective  principal and interest
and to ICON Asset Acquisition LLC the excess of cash collected over debt service
from the portfolio.  ICON Asset  Acquisition LLC accounts for this investment as
an investment in finance leases and financings.  Prudential's  investment in the
trust is accounted  for as  non-recourse  debt on ICON Asset  Acquisition  LLC's
books and records.  All monies received and remitted to TCB from the securitized
portfolio  are  accounted  for as a  reduction  in  related  finance  lease  and
financing  receivables  and all amounts paid to  Prudential by TCB are accounted
for as a reduction of non-recourse debt.

   ICON Cash Flow LLC I

   On September  21, 1994,  the  Partnership  and an  affiliate,  ICON Cash Flow
Partners,  L.P.,  Series E ("Series E"), formed a joint venture,  ICON Cash Flow
Partners  L.L.C.  I ("ICON Cash Flow LLC I"), for the purpose of  acquiring  and
managing an aircraft currently on lease to Alaska Airlines, Inc. The aircraft is
a 1988  McDonnell  Douglas  MD- 83. The  Partnership  and  Series E  contributed
$37,682 (1%) and  $3,730,493  (99%) of the cash  required for such  acquisition,
respectively,  to ICON  Cash  Flow LLC I.  ICON  Cash  Flow LLC I  acquired  the
aircraft,  assuming  $17,003,454  in  non-recourse  debt  and the  contributions
received  from  the  Partnership  and  Series  E.  The  purchase  price  of  the
transaction totalled $20,771,629.  The lease is an operating lease and the lease
term  expires  in March  1997.  Profits,  losses,  excess  cash and  disposition
proceeds  are  allocated  1% to  the  Partnership  and  99%  to  Series  E.  The
Partnership's  1%  investment  in ICON Cash Flow LLC I, which is  accounted  for
under the equity  method,  totalled  $43,601 at September  30, 1996 and has been
reflected as "Equity investment in joint venture." The General Partner


<PAGE>



                        ICON Cash Flow Partners L. P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

manages and controls the business  affairs of both the Partnership and Series E.
As a result of this common  control and the  Partnership's  ability to influence
the activities of the joint venture,  the Partnership's  investment in the joint
venture  is  accounted  for  under  the  equity  method.  Information  as to the
financial  position and results of  operations of ICON Cash Flow LLC I as of and
for the nine months ended September 30, 1996 is summarized below:

                                            September 30, 1996

               Assets                          $  18,708,018
                                               =============

               Liabilities                        14,244,870

               Equity                          $   4,463,148
                                               =============

                                            Nine Months Ended
                                            September 30, 1996

               Net income                      $     470,160
                                               =============


     ICON Cash Flow LLC II

     On March 31, 1995, the Partnership and an affiliate,  Series E, formed ICON
Cash Flow  Partners  L.L.C.  II,  ("ICON Cash Flow LLC II"),  for the purpose of
acquiring and managing an aircraft  currently on lease to Alaska Airlines,  Inc.
The aircraft is a 1987 McDonnell  Douglas MD-83.  The  Partnership  and Series E
contributed  $3,024,450 (99%) and $30,550 (1%) (See  Consolidated  Statements of
Cash Flows - Included in Proceeds from affiliated  minority interest investors -
Financing  activities) of the cash required for such acquisition,  respectively,
to ICON Cash Flow LLC II. ICON Cash Flow LLC II acquired the aircraft,  assuming
$16,315,997 in non-recourse  debt (See Footnote 4 - Supplemental  Disclosures of
Cash Flow  Information  - Included  in  Non-recourse  notes  payable  assumed in
purchase price) and the  contributions  received from the Partnership and Series
E. The purchase price of the transaction totalled $19,370,997.  The cash portion
of the purchase price ($3,055,000) is included in the Consolidated Statements of
Cash Flows - Equipment and  receivables  purchased - Investing  activities.  The
lease is an operating  lease and the lease term expires in March 1997.  Profits,
losses,  excess  cash and  disposition  proceeds  will be  allocated  99% to the
Partnership  and  1% to  Series  E.  The  Partnership's  consolidated  financial
statements  include 100% of ICON Cash Flow LLC II. Series E's investment in ICON
Cash Flow LLC II has been reflected as "Minority interest in joint ventures."

5.  Related Party Transactions

    Fees and other  expenses paid or accrued by the  Partnership  to the General
Partner or its affiliates for the nine months ended  September 30, 1996 and 1995
are as follows:
                                   1996          1995
                                   ----          ----

Acquisition fees             $  900,244    $ 1,715,797     Capitalized
Organization and offering             -        475,926     Charged to Equity
Underwriting commissions              -        271,958     Charged to Equity
Management fees               1,021,462        272,642     Charged to Operations
Administrative expense
  reimbursement                 492,781        165,715     Charged to Operations
Sales commissions                     -            800
                             ----------    -----------

                             $2,414,487    $ 2,902,838
                             ==========    ===========

   The   Partnership   has  investments  in  three  joint  ventures  with  other
Partnerships  sponsored  by the  General  Partner  (See  Note  2 for  additional
information relating to the joint ventures).



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                        ICON Cash Flow Partners L. P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

6. Note Payable

   On January 29, 1996, the  Partnership  borrowed  $5,941,893 by pledging lease
receivables  and  granting a security  interest  in the related  collateral,  or
equipment,  of a  specific  group of  leases  and  financing  transactions.  The
borrowing was recorded as a non-recourse note payable, bears interest at a fixed
rate of 7.58 %, and is payable only from receivable  proceeds from the portfolio
that has secured it.





<PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

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

   The Partnership's  portfolio consisted of a net investment in finance leases,
operating  leases,  financings,  leveraged leases and equity investment in joint
venture of 69%, 22%, 7%, 2% and less than 1% of total  investments  at September
30,  1996,  respectively,  and  64%,  25%,  11%,  0% and  less  than 1% of total
investments at September 30, 1995, respectively.

Three Months Ended September 30, 1996 and 1995

   For the three  months  ended  September  30, 1996 and 1995,  the  Partnership
leased,  financed or invested in equipment  with an initial cost of  $20,889,581
and  $14,675,904,  respectively,  to 23 and  222  lessees  or  equipment  users,
respectively.

Results of Operations

   Revenues  for the three  months  ended  September  30, 1996 were  $2,385,719,
representing  an increase of $524,490 or 28% from 1995. The increase in revenues
was due to an increase  in finance  income of $481,677 or 43% and an increase in
net gain on sales or remarketing of equipment of $81,062 from 1995. The increase
in finance income  resulted from the increase in the average size of the finance
lease  portfolios  from 1995 to 1996.  The net gain on sales or  remarketing  of
equipment increased due to an increase in the number of leases maturing, and the
underlying  equipment being sold or remarketed,  for which the proceeds received
were in excess of the remaining carrying value of the equipment.

   Expenses  for the three  months  ended  September  30, 1996 were  $2,370,636,
representing  an increase of $536,775 or 29% from 1995. The increase in expenses
was due to an increase  in  interest  expense of $262,310 or 31%, an increase in
amortization  of  initial  direct  costs  of  $74,245  or 32%,  an  increase  in
management fees of $75,357 or 39%, an increase in the provision for bad debts of
$50,000 or 37% and an  increase  in  administrative  expense  reimbursements  of
$42,019 or 46%.  Interest  expense  increased  due to an increase in the average
debt  outstanding  from 1995 to 1996.  Amortization  of  initial  direct  costs,
management fees and administrative  expense  reimbursements  increased due to an
increase in the average size of the portfolio  from 1995 to 1996. As a result of
an  analysis  of  delinquency,  an  assessment  of  credit  risk and a review of
historical loss experience,  it was determined that a greater  provision for bad
debts was required for the three months ended September 30, 1996.

   Net income for the three months ended September 30, 1996 and 1995 was $15,083
and  $27,368,   respectively.  The  net  income  per  weighted  average  limited
partnership unit was $.04 and $.09, respectively.



<PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

Liquidity and Capital Resources

   The  Partnership's  primary  sources  of funds  for the  three  months  ended
September 30, 1996 and 1995 were cash  provided by operations of $5,741,986  and
$1,269,800,  respectively,  proceeds from sales of equipment of  $1,463,786  and
$558,196,  respectively,  proceeds from recourse debt of $16,877,623 in 1995 and
capital  contributions,  net of offering  expenses of $6,061,689 in 1995.  These
funds were used to make payments on borrowings,  fund cash  distributions and to
purchase equipment. The Partnership intends to purchase additional equipment and
fund cash  distributions  utilizing  capital  contributions,  cash  provided  by
operations, proceeds from sales of equipment and borrowings.

   Cash  distributions  to limited partners for the three months ended September
30, 1996 and 1995,  which were paid monthly,  totaled  $1,029,530  and $729,887,
respectively,  of which $14,932 and $27,094 was investment income and $1,014,598
and $702,793 was a return of capital,  respectively. The monthly annualized cash
distribution  rate to limited  partners was 10.75% and 9.97%,  of which .16% and
 .37% was  investment  income  and  10.59%  and 9.60%  was a return  of  capital,
respectively,  calculated  as a  percentage  of each  partners  initial  capital
contribution.  The  limited  partner  distribution  per  weighted  average  unit
outstanding for the three months ended September 30, 1996 and 1995 was $2.69 and
$2.49,  of which $.04 and $.09 was  investment  income and $2.65 and $2.40 was a
return of capital, respectively.

Nine Months Ended September 30, 1996 and 1995

   For the nine  months  ended  September  30,  1996 and 1995,  the  Partnership
leased,  financed or invested in equipment  with an initial cost of  $30,008,132
and  $78,397,303,  respectively,  to 149 and 1,327  lessees or equipment  users,
respectively.  The weighted  average initial  transaction term relating to these
transactions was 52 and 37 months, respectively.

Results of Operations

   Revenues  for the nine  months  ended  September  30,  1996 were  $7,600,738,
representing  an  increase  of  $2,965,089  or 64% from 1995.  The  increase  in
revenues  was due to an  increase  in finance  income of  $2,261,804  or 77%, an
increase in rental income of $402,101 or 29%, an increase in interest income and
other of $19,850 or 8%, and an increase in net gain on sales or  remarketing  of
equipment of $280,623.  The increase in finance and rental income  resulted from
the increase in the average size of the finance and operating  lease  portfolios
from 1995 to 1996. Interest income and other increased due to an increase in the
average cash balance from 1995 to 1996.  The net gain on sales or remarketing of
equipment increased due to an increase in the number of leases maturing, and the
underlying  equipment being sold or remarketed,  for which the proceeds received
were in excess of the remaining carrying value of the equipment.

   Expenses  for the nine  months  ended  September  30,  1996 were  $7,740,400,
representing  an increase of $3,249,726  from 1995. The increase in expenses was
due to an  increase  in interest  expense of  $1,436,085  or 67%, an increase in
amortization  of  initial  direct  costs of  $425,013  or 74%,  an  increase  in
management fees of $555,152,  an increase in depreciation expense of $212,163 or
50%, an increase in the  provision for bad debts of $150,000 or 50%, an increase
in administrative  expense  reimbursements of $235,063 or 91% and an increase in
general and administrative expenses of $343,868.  Interest expense increased due
to an increase in the average debt outstanding  from 1995 to 1996.  Amortization
of initial direct costs, management fees,  administrative expense reimbursements
and  general  and  administrative  expense  increased  due to an increase in the
average size of the portfolio.  The increase in  depreciation  expense  resulted
from the Partnership's  increased investment in operating leases. As a result of
an  analysis  of  delinquency,  an  assessment  of  credit  risk and a review of
historical loss experience,  it was determined that a greater  provision for bad
debts was required for the nine months ended September 30, 1996.



<PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)


   Net income  (loss) for the nine months ended  September 30, 1996 and 1995 was
($139,662)  and  $144,975,  respectively.  The net income  (loss)  per  weighted
average limited partnership unit was ($.36) and $.64, respectively.

Liquidity and Capital Resources

   The  Partnership's  primary  sources  of  funds  for the  nine  months  ended
September 30, 1996 and 1995 were cash  provided by operations of $9,544,216  and
$6,401,882,  respectively,  proceeds from sales of equipment of  $3,688,805  and
$836,089,  respectively,  capital  contribuitons,  net of  offering  expenses of
$17,823,862  in  1995.  Proceeds  from  recourse  debt of  $16,273,793  in 1995,
proceeds from affiliated  minority interest investors of $2,530,550 in 1995, and
proceeds from  non-recourse  securitization  notes of $5,941,893 in 1996.  These
funds were used to make payments on borrowings,  fund cash  distributions and to
purchase equipment. The Partnership intends to purchase additional equipment and
fund cash  distributions  utilizing  capital  contributions,  cash  provided  by
operations, proceeds from sales of equipment and borrowings.

   Cash  distributions  to limited  partners for the nine months ended September
30, 1996 and 1995, which were paid monthly,  totaled  $3,090,799 and $1,627,669,
respectively,  of which $0 and $143,525 was investment income and $3,090,799 and
$1,484,144 was a return of capital,  respectively.  The monthly  annualized cash
distribution rate to limited partners was 10.75% and 9.63%, of which 0% and .85%
was   investment   income  and  10.75%  and  8.78%  was  a  return  of  capital,
respectively,  calculated  as a  percentage  of each  partners  initial  capital
contribution.  The  limited  partner  distribution  per  weighted  average  unit
outstanding  for the nine months ended September 30, 1996 and 1995 was $8.06 and
$7.22,  of which $0 and $.64 was  investment  income  and  $8.06 and $6.58 was a
return of capital, respectively.

   On February  3, 1995,  the  Partnership  and two  affiliates,  ICON Cash Flow
Partners L.P.  Series B ("Series B") and ICON Cash Flow Partners,  L.P. Series C
("Series C") formed ICON Asset  Acquisition  L.L.C.  I ("ICON Asset  Acquisition
LLC") as a special purpose limited liability company. ICON Asset Acquisition LLC
was formed for the purpose of acquiring,  managing and  securitizing a portfolio
of leases. The Partnership, Series B and Series C contributed $8,700,000 (77.68%
interest),   $1,000,000  (8.93%  interest)  and  $1,500,000  (13.39%  interest),
respectively,  to  ICON  Asset  Acquisition  LLC.  ICON  Asset  Acquisition  LLC
established a warehouse line of credit with  ContiTrade  Services  Corp.  with a
maximum amount available of $20,000,000.

   On February 17, 1995,  ICON Asset  Acquisition LLC purchased 975 leases of an
existing lease portfolio from First Sierra Financial, Inc. utilizing $16,273,793
of proceeds from the warehouse line (See Consolidated Statements of Cash Flows -
Proceeds  from  recourse  debt -  Financing  activities),  $10,857,427  in  cash
contributions  received from the Partnership and affiliates and $723,046 in cash
adjustments at closing,  relating primarily to rents received by the seller from
lessees prior to closing and for the benefit of ICON Asset  Acquisition LLC. The
purchase price of the portfolio totaled $27,854,266 (See Consolidated Statements
of Cash  Flows - Included  in  Equipment  and  receivables  purchased  Investing
activities),  the  underlying  equipment  consists of graphic  arts and printing
equipment  and the terms of the leases  range  from 12 to 72 months.  ICON Asset
Acquisition   LLC  acquired  lease  contracts  which  were  less  than  60  days
delinquent,   and  which  met  the  Partnership's  overall  credit  underwriting
criteria.  The purchase price of the portfolio was determined by discounting the
future  contractual  cash flows. All such leases are net leases and are reported
and accounted for as finance leases.  The Partnership's  consolidated  financial
statements  include 100% of the accounts of ICON Asset  Acquisition LLC with the
affiliated   Partnerships   share  reflected  as  "Minority  interest  in  joint
ventures."




<PAGE>



                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

   On September 5, 1995 ICON Asset Acquisition LLC securitized substantially all
of its  portfolio.  Proceeds from the  securitization  were used to pay down its
existing line of credit and excess  proceeds will be returned to the Partnership
based on its pro rata interest. ICON Asset Acquisition LLC became the beneficial
owner of a trust and the Prudential Insurance Company of America  ("Prudential")
is  treated  as the  lender to the  trust.  The  trustee  for the trust is Texas
Commerce Bank ("TCB").  In conjunction with this securitization the portfolio as
well as the General  Partner's  servicing  capabilities were rated "A" by Duff &
Phelps, a nationally recognized rating agency. The General Partner, as servicer,
is  responsible  for managing,  servicing,  reporting on and  administering  the
portfolio.  All monies  received  from the portfolio are remitted to TCB. TCB is
responsible  for disbursing to Prudential its respective  principal and interest
and to ICON Asset Acquisition LLC the excess of cash collected over debt service
from the portfolio.  ICON Asset  Acquisition LLC accounts for this investment as
an investment in finance leases and financings.  Prudential's  investment in the
trust is accounted  for as  non-recourse  debt on ICON Asset  Acquisition  LLC's
books and records.  All monies received and remitted to TCB from the securitized
portfolio  are  accounted  for as a  reduction  in  related  finance  lease  and
financing  receivables  and all amounts paid to  Prudential by TCB are accounted
for as a reduction of non-recourse debt.

    As  of  September  30,  1996,   there  were  no  known  trends  or  demands,
commitments,  events  or  uncertainties  which are  likely to have any  material
effect on liquidity.  As cash is realized  from closings of limited  partnership
units,  operations,  sales of equipment and  borrowings,  the  Partnership  will
invest in equipment  leases and financings where it deems it to be prudent while
retaining  sufficient  cash to  meet  its  reserve  requirements  and  recurring
obligations as they become due.


<PAGE>



                        ICON Cash Flow Partners L. P. Six
                        (A Delaware Limited Partnership)


PART II  - OTHER INFORMATION




Item 6 - Exhibits and Reports on Form 8-K

Form 8-K was filed on September 4, 1996, Item 1, Change in Control of Registrant


<PAGE>


                        ICON Cash Flow Partners L. P. Six
                        (A Delaware Limited Partnership)



                                   SIGNATURES


   Pursuant to the  requirements  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.

                                        ICON Cash Flow Partners L. P. Six
                                        File No. 33-36376 (Registrant)
                                        By its General Partner,
                                        ICON Capital Corp.




November 12, 1996                       Gary N. Silverhardt
-----------------                       ---------------------------------------
         Date                           Gary N. Silverhardt
                                        Chief Financial Officer
                                       (Principal financial and account officer
                                        of the General Partner of
                                        the Registrant)




<PAGE>