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 QUARTERLY PERIOD ENDED DECEMBER 31, 1996

                                      OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                     For the transition period from to .


                       Commission File Number : 0-13129


             PAINE WEBBER INCOME PROPERTIES SIX LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)


             Delaware                                        04-2829686
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)



265 Franklin Street, Boston, Massachusetts                              02110
(Address of principal executive offices)                            (Zip Code)


Registrant's telephone number, including area code  (617) 439-8118


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 .


<PAGE>

            PAINE WEBBER INCOME PROPERTIES SIX LIMITED PARTNERSHIP

                                BALANCE SHEETS
             December 31, 1996 and September 30, 1996 (Unaudited)
                                (In thousands)

                                    ASSETS

                                                  December 31    September 30
                                                  -----------    ------------

Investments in joint ventures, at equity           $   4,998        $   5,440
Cash and cash equivalents                              3,610            3,218
                                                   ---------        ---------
                                                   $   8,608        $   8,658
                                                   =========        =========


                      LIABILITIES AND PARTNERS' CAPITAL

Accounts payable - affiliates                      $      10        $      10
Accrued expenses and other liabilities                    24               24
Partners' capital                                      8,574            8,624
                                                   ---------        ---------
                                                   $   8,608        $   8,658
                                                   =========        =========






              STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
        For the three months ended December 31, 1996 and 1995 (Unaudited)
                                 (In thousands)

                                                     General        Limited
                                                     Partners       Partners
                                                     --------       --------


Balance at September 30, 1995                        $  (1,342)     $  10,397
Cash distributions                                          (3)          (300)
Net income                                                   2            217
                                                     ---------      ---------
Balance at December 31, 1995                         $  (1,343)     $  10,314
                                                     =========      =========

Balance at September 30, 1996                        $  (1,347)     $   9,971
Cash distributions                                          (3)          (300)
Net income                                                   3            250
                                                     ---------      ---------
Balance at December 31, 1996                         $  (1,347)     $   9,921
                                                     =========      =========






                           See accompanying notes.


<PAGE>


             PAINE WEBBER INCOME PROPERTIES SIX LIMITED PARTNERSHIP

                              STATEMENTS OF INCOME
        For the three months ended December 31, 1996 and 1995 (Unaudited)
                      (In thousands, except per Unit data)

                                               1996                     1995
                                               ----                     ----

Revenues:
   Interest income                           $     47                  $   37

Expenses:
   Management fees                                 22                      22
   General and administrative                      45                      75
                                             --------                  ------
                                                   67                      97
                                             --------                  ------
Operating loss                                    (20)                    (60)

Partnership's share of ventures' income           273                     279
                                             --------                  ------

Net income                                   $    253                  $  219
                                             ========                  ======

Net income per
  Limited Partnership Unit                     $ 4.17                   $ 3.61
                                               ======                   ======

Cash distributions per Limited
  Partnership Unit                             $ 5.00                   $5.00
                                               ======                   =====


   The above net income and cash distributions per Limited  Partnership Unit are
based upon the 60,000 Units of Limited Partnership Interest outstanding for each
period.


                            See accompanying notes.


<PAGE>


             PAINE WEBBER INCOME PROPERTIES SIX LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS
        For the three months ended December 31, 1996 and 1995 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)

                                                           1996         1995
                                                           ----         ----
Cash flows from operating activities:
   Net income                                            $  253        $  219
   Adjustments to reconcile net income to
     net cash used in operating activities:
      Partnership's share of ventures' income              (273)         (279)
      Changes in assets and liabilities:
      Accounts payable - affiliates                           -            (5)
      Accrued expenses and other liabilities                  -           (22)
                                                         ------        ------
        Total adjustments                                  (273)         (306)
                                                         ------        ------
        Net cash used in operating activities               (20)          (87)
                                                         ------        ------

Cash flows from investing activities:
   Distributions from joint ventures                        715           319
   Cash contributions to joint ventures                       -           (20)
                                                         ------        ------
   
        Net cash provided by investing activities           715           299
                                                         ------        ------
  

Cash flows from financing activities:
   Cash distributions to partners                          (303)         (303)
                                                         ------        ------
  
Net increase (decrease) in cash and cash equivalents        392           (91)

Cash and cash equivalents, beginning of period            3,218         2,515
                                                         ------        ------
 
Cash and cash equivalents, end of period                 $3,610        $2,424
                                                         ======        ======






                           See accompanying notes.


<PAGE>


                      PAINE WEBBER INCOME PROPERTIES SIX
                             LIMITED PARTNERSHIP
                        Notes to Financial Statements
                                 (Unaudited)

1. General

        The accompanying  financial statements,  footnotes and discussion should
be read in conjunction with the financial  statements and footnotes contained in
the  Partnership's  Annual Report for the year ended  September 30, 1996. In the
opinion of management, the accompanying consolidated financial statements, which
have not been audited,  reflect all adjustments  necessary to present fairly the
results for the interim period. All of the accounting  adjustments  reflected in
the accompanying interim financial statements are of a normal recurring nature.

        The accompanying  financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting  principles
which require  management  to make  estimates  and  assumptions  that affect the
reported amounts of assets and liabilities and disclosures of contingent  assets
and  liabilities as of December 31, 1996 and September 30, 1996 and revenues and
expenses for the three months ended  December 31, 1996 and 1995.  Actual results
could differ from the estimates and assumptions used.

2. Investments in Unconsolidated Joint Ventures

      The  Partnership  has  investments  in  three  joint  ventures  which  own
operating investment properties,  as discussed further in the Annual Report. The
joint  ventures are accounted for on the equity method  because the  Partnership
does not have a voting control interest in the ventures. Under the equity method
the ventures are carried at cost  adjusted  for the  Partnership's  share of the
venture's earnings and losses and distributions.

      Summarized  operations  of the three joint  ventures  for the three months
ended December 31, 1996 and 1995 are as follows:

                    CONDENSED COMBINED SUMMARY OF OPERATIONS
      For the three months ended December 31, 1996 and 1995 (in thousands)

                                                 1996          1995
                                                 ----          ----
   Rental revenues and expense
      recoveries                             $  2,366         $ 2,330
   Interest and other income                       10               9
                                             --------         -------
                                                2,376           2,339

   Property operating expenses                    816             802
   Interest expense                               695             670
   Depreciation and amortization                  588             584
                                             --------         -------
                                                2,099           2,056
                                             --------         -------
        
   Net income                                $    277         $   283
                                             ========         =======

   Net income:
     Partnership's share of combined income  $    277         $   283
     Co-venturers' share of combined income         -               -
                                            ---------         -------
                                             $    277         $   283
                                             ========         =======


<PAGE>


               Reconciliation of Partnership's Share of Operations
      For the three months ended December 31, 1996 and 1995 (in thousands)

   Partnership's share of combined income,
     as shown above                               $    277         $   283
   Amortization of excess basis                        (4)              (4)
                                                  --------         -------
   Partnership's share of unconsolidated
     ventures' income                             $    273         $   279
                                                  ========         =======

3.    Related Party Transactions

      The  Adviser  earned  total  management  fees of  $22,000  for each of the
   three-month  periods  ended  December  31,  1996 and 1995.  Accounts  payable
   affiliates  at both  December  31, 1996 and  September  30, 1996  consists of
   management fees of $10,000 payable to the Adviser.

      Included in general and administrative expenses for the three months ended
   December 31, 1996 and 1995 is $28,000 and $29,000, respectively, representing
   reimbursements  to an affiliate of the Managing General Partner for providing
   certain  financial,  accounting  and investor  communication  services to the
   Partnership.

      Also included in general and administrative  expenses for the three months
   ended  December  31,  1996  and  1995  is  $4,000  and  $200,   respectively,
   representing  fees earned by an affiliate,  Mitchell  Hutchins  Institutional
   Investors, Inc., for managing the Partnership's cash assets.

4.    Investment in 150 Broadway Office Building

      As  discussed  further in the Annual  Report,  during  the  quarter  ended
   December  31,  1994 the  Partnership  agreed to assign  its  second  mortgage
   interest in the 150 Broadway  Office Building to an affiliate of the borrower
   in return for a payment of $400,000. Subsequently, the borrower was unable to
   perform  under  the terms of this  agreement  and the  Partnership  agreed to
   reduce the required cash  compensation to $300,000.  During the quarter ended
   March 31, 1995,  the  Partnership  received  $200,000 of the agreed upon sale
   proceeds. The remaining $100,000 was funded into an escrow account on May 31,
   1995,  to be released  upon the  resolution  of certain  matters  between the
   borrower and the first mortgage  holder,  but in no event later than June 10,
   1996. The  Partnership  recorded income of $200,000 in fiscal 1995 to reflect
   the non-refundable  cash proceeds received.  During fiscal 1996, the borrower
   and the first mortgage lender  resolved their  remaining  issues and released
   the  $100,000  plus  accrued  interest to the  Partnership.  The $100,000 was
   recognized as income in fiscal 1996.  With the release of the escrowed funds,
   the Partnership's interest in and any obligations related to the 150 Broadway
   Office Building were terminated.

5.    Contingencies

      As  discussed  in more  detail in the  Annual  Report  for the year  ended
   September 30, 1996, the Partnership is involved in certain legal actions.  At
   the present time,  the Managing  General  Partner is unable to determine what
   impact, if any, the resolution of these matters may have on the Partnership's
   financial statements, taken as a whole.


<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources
-------------------------------

      As a result of the refinancing of the Mall Corners  Shopping  Center,  the
recent  completion of its planned  expansion,  and the release of escrowed funds
from the sale of the Partnership's  interest in the 150 Broadway Office Building
note  (as  discussed  further  below),  the  Partnership  will  make  a  special
distribution on February 14, 1997 to Unitholders of record on December 31, 1996.
The Partnership will distribute  $2,040,000 to the Limited Partners,  or $34 per
original  $1,000  Unit.  Of this  amount,  approximately  $1,320,000  represents
Partnership  reserves that had been  previously  set aside to cover the costs of
the planned refinancing of the Mall Corners  Shopping  Center and to pay for its
proposed expansion.  These costs and a reserve for other leasing improvements at
Mall Corners were  eventually  funded out of  additional  loan proceeds from the
Mall Corners refinancing in December 1995. Of the remainder, $300,000 represents
the  amount  received  from the sale of the  Partnership's  interest  in the 150
Broadway Office  Building note and $420,000  represents a distribution of excess
refinancing  proceeds  from the Mall Corners  joint  venture.  In addition,  the
Partnership  expects to increase the annual  distribution rate from 2.0% to 3.6%
on  remaining  invested  capital,  which  will total  $966 per  original  $1,000
investment after the special distribution described above. This adjustment would
be  effective  for the  distribution  to be paid on May 15, 1997 for the quarter
ending March 31, 1997.

      During the first  quarter of fiscal 1996,  the Mall Corners  joint venture
obtained  a new  first  mortgage  loan  with an  initial  principal  balance  of
$20,000,000  and repaid a maturing  first  mortgage  loan which had a  principal
balance of $17,246,000 at the time of the refinancing.  The prior first mortgage
loan bore  interest  at 11.5%  per  annum.  Excess  loan  proceeds  were used to
establish certain required escrow deposits,  including an amount of $1.7 million
designated  to pay for certain  planned  improvements  and an  expansion  of the
shopping center which added  approximately  17,000 square feet to the property's
gross  leasable  area  and  was  completed  during  1996.  In  addition,  excess
refinancing  proceeds  of  $550,000  were  available  to be  distributed  to the
Partnership  in  accordance  with the  joint  venture  agreement.  However,  the
Partnership  agreed  to allow  the joint  venture  to  retain a portion  of such
proceeds to pay for the leasing costs incurred in connection with certain leases
executed  during the first  quarter of fiscal  1996.  The  Partnership  received
excess refinancing  proceeds of $420,000,  of which $232,000 was received during
the quarter ended December 31, 1996 and the remainder was received subsequent to
the quarter end.

      At the present  time,  real estate values for retail  shopping  centers in
certain markets are being adversely  impacted by the effects of overbuilding and
consolidations among retailers which have resulted in an oversupply of space. To
date,  the operations of the Mall Corners  property have remained  strong and do
not appear to have been affected by this general trend. As of December 31, 1996,
the Mall  Corners  Shopping  Center,  located in the suburban  Atlanta,  Georgia
market,  was  90%  occupied,  compared  to 93% as of  September  30,  1996.  The
construction  associated  with  the  relocation  and  expansion  of  one  of the
property's  major  tenants  increased  the  leasable  area  of the  center  from
approximately  287,000  square feet to  approximately  304,000  square feet. The
space formerly  occupied by this tenant  comprises a significant  portion of the
space which is currently  vacant.  The leasing team is presently  marketing this
space to retailers  which would  complement the existing  tenant mix. A total of
nine leases,  comprising  22,000  square feet of space,  are scheduled to expire
during  fiscal  1997.  During the first  quarter,  one of these  tenants,  which
occupies 5,788 square feet, renewed its lease. The leasing team expects to renew
the majority of the remaining eight leases.

      The  Partnership's  two  multi-family  apartment  properties  continue  to
perform strongly,  with the Regent's Walk and Hurstbourne  properties  averaging
occupancy  levels of 97% and 92%,  respectively,  for the quarter ended December
31, 1996. In light of the current strength of the national apartment market, the
Partnership  may  have  favorable  opportunities  to  sell  one or  both  of its
multi-family  properties  in the  near  term.  Significant  capital  improvement
expenditures  continue to be made at both  properties  in order to enhance their
marketability  to  prospective  tenants  as  well  as  potential  buyers  of the
properties. Over the past 12 to 15 months, development activity for multi-family
properties  in many  markets has  escalated  significantly.  At  Regent's  Walk,
management is aware of six new apartment  communities  in the local market area,
of which four have begun leasing,  which will add a total of approximately 1,500
apartment  units to the market.  To date,  the impact of these new properties on
Regents Walk has not been  significant.  However,  as more of the units are made
available,  this new  competition may limit rental growth at Regent's Walk until
these new apartment  communities are substantially leased. The investment in the
Mall  Corners   Shopping   Center   currently   provides  the  majority  of  the
Partnership's net cash flow and would likely be held pending the dispositions of
the two apartment  properties.  Depending on the availability of favorable sales
opportunities  for the two  multi-family  properties,  the Partnership  could be
positioned for a possible liquidation within the next 2 to 3 years. There are no
assurances,  however,  that the Partnership will be able to complete the sale of
its remaining assets within this time frame.

      At  December  31,  1996,  the  Partnership  had  available  cash  and cash
equivalents of approximately $3,610,000. Such cash and cash equivalents includes
the  $2,040,000 to be  distributed  on February 14, 1997,  as discussed  further
above. The remaining balance will be utilized for Partnership  requirements such
as the payment of operating  expenses,  the funding of future operating deficits
or capital improvements at the joint ventures, if necessary,  as required by the
respective joint venture agreements,  and for distributions to the partners. The
source of future  liquidity and  distributions to the partners is expected to be
from cash generated from the  operations of the  Partnership's  income-producing
investment properties and proceeds from the sale or refinancing of the remaining
investment  properties.  Such sources are expected to be  sufficient to meet the
Partnership's needs on both a short-term and long-term basis.

Results of Operations
Three Months Ended December 31, 1996
------------------------------------

      The Partnership reported net income of $253,000 for the three months ended
December 31, 1996,  as compared to net income of $219,000 for the same period in
the prior year. This increase in net income is the result of a $40,000  decrease
in the  Partnership's  operating  loss  which was  partially  offset by a $6,000
decrease in the  Partnership's  share of ventures'  income.  The decrease in the
Partnership's  operating loss is primarily attributable to a $30,000 decrease in
general and administrative  expenses.  The decline in general and administrative
expenses is mainly due to a reduction in certain required  professional services
in the current period.  Also  contributing to the decrease in the  Partnership's
operating loss is an increase in interest income which resulted from an increase
in the Partnership's average outstanding cash reserve balances.

      The Partnership's  share of ventures' income decreased by $6,000 primarily
due to higher property  operating  expenses at the Regent's Walk and Hurstbourne
properties in the current period which were  partially  offset by an increase in
rental  revenues at the Mall Corners  Shopping  Center.  Rental revenues at Mall
Corners  for the first  quarter  of fiscal  1997  increased  by 4% over the same
period in the prior year.



<PAGE>


                                   PART II
                              Other Information


Item 1. Legal Proceedings

     The status of the litigation  involving the Partnership's  General Partners
and their  affiliates  remains  unchanged  from what was  reported in the Annual
Report on Form 10-K for the year ended September 30, 1996.

Item 2. through 5. NONE

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:     NONE

(b)  Reports on Form 8-K:

     No reports on Form 8-K have been filed by the registrant during the quarter
for which this report is filed.


<PAGE>






            PAINE WEBBER INCOME PROPERTIES SIX LIMITED PARTNERSHIP


                                  SIGNATURES

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


                      PAINE WEBBER INCOME PROPERTIES SIX
                              LIMITED PARTNERSHIP


                   By:  Sixth Income Properties Fund, Inc.
                             Managing General Partner




                              By:  /s/ Walter V. Arnold
                                   --------------------
                                   Walter V. Arnold
                                   Senior Vice President and Chief
                                   Financial Officer

Dated:  February 12, 1997