UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM 10-K

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

            _X_ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 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 No. 33-31810

                        POLARIS AIRCRAFT INCOME FUND VI,
                        A California Limited Partnership
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              California                            94-3102632
     -------------------------------        -----------------------
     (State or other jurisdiction of        (IRS Employer I.D. No.)
      incorporation or organization)

     201 High Ridge Road, Stamford, Connecticut            06927
     ------------------------------------------         ----------
      (Address of principal executive offices)          (Zip Code)

       Registrant's telephone number, including area code: (203) 357-3776

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g)of the Act:
   Depository Units Representing Assignments of Limited Partnership Interests

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___


Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. __

No formal  market  exists  for the units of  limited  partnership  interest  and
therefore there exists no aggregate market value at December 31, 1997.

                    Documents incorporated by reference: None

                       This document consists of 36 pages.


<PAGE>


                                     PART I

Item 1.    Business

Polaris Aircraft Income Fund VI, A California  Limited  Partnership  (PAIF-VI or
the Partnership), was formed primarily to purchase and lease used commercial jet
aircraft in order to provide quarterly distributions of cash from operations, to
maximize the residual  values of aircraft  upon sale and to protect  Partnership
capital through  experienced  management.  PAIF-VI was organized as a California
Limited  Partnership  on  October  13,  1989 and will  terminate  no later  than
December 2020.

As more fully described in Item 7, the Partnership  sold its remaining  aircraft
during 1997. Polaris Investment Management Corporation,  the general partner, is
in the process of winding up the Partnership's  business.  With the exception of
reserves  maintained  for  anticipated  expenses  and costs of  winding  up, all
proceeds were distributed during 1997.


Item 2.    Properties

At December 31, 1997, Polaris Aircraft Income Fund VI (the Partnership) owned no
aircraft. One Boeing 737-200 Advanced aircraft leased to British Airways and one
Boeing  727-200  Advanced  aircraft  leased to ATA were sold to Triton  Aviation
Services VI LLC in 1997. One Boeing 727-100  aircraft,  transferred  from ATA in
1993, was subject to a conditional sale agreement to Empresa de Transporte Aereo
del Peru S.A.  (Aeroperu)  financed by the  Partnership.  The final  payment was
received in July 1996.


Item 3.    Legal Proceedings

Kepford,  et al. v.  Prudential  Securities,  et al. - On April 13,  1994,  this
action was filed in the District Court of Harris County,  Texas against  Polaris
Investment  Management  Corporation,  Polaris  Securities  Corporation,  Polaris
Holding Company,  Polaris Aircraft Leasing Corporation,  Polaris Aircraft Income
Fund VI (the  Partnership),  Polaris  Aircraft  Income Fund I, Polaris  Aircraft
Income Fund II, Polaris  Aircraft Income Fund III,  Polaris Aircraft Income Fund
IV,  Polaris  Aircraft  Income Fund V,  General  Electric  Capital  Corporation,
Prudential  Securities,  Inc., Prudential Insurance Company of America and James
J. Darr. The complaint alleges violations of the Texas Securities Act, the Texas
Deceptive Trade Practices Act, sections 11 and 12 of the Securities Act of 1933,
common  law  fraud,  fraud  in  the  inducement,   negligent  misrepresentation,
negligence,  breach of  fiduciary  duty and civil  conspiracy  arising  from the
defendants' alleged  misrepresentation and failure to disclose material facts in
connection with the sale of limited partnership units in the Partnership and the
other Polaris Aircraft Income Funds.  Plaintiffs  seek,  among other things,  an
award of compensatory damages in an unspecified amount plus interest, and double
and treble damages under the Texas Deceptive Trade Practices Act. On December 2,
1997,  the trial court  issued a  scheduling  order  setting a September 7, 1998
trial date.

Riskind, et al. v. Prudential  Securities,  Inc., et al. - This action was filed
in the District Court of the 165 Judicial District,  Maverick County,  Texas, on
behalf of over  3,000  individual  investors  who  purchased  units in  "various
Polaris  Aircraft  Income Funds,"  including the  Partnership.  A second amended
original  petition  names  the  Partnership,   Polaris   Investment   Management
Corporation,  Prudential  Securities,  Inc. and others as defendants and alleges
that these defendants  violated the Texas Securities Act and the Texas Deceptive
Trade  Practices Act and committed  common law fraud,  fraud in the  inducement,
negligent  misrepresentation,  negligent  breach  of  fiduciary  duty and  civil
conspiracy  by  misrepresenting  and  failing  to  disclose  material  facts  in
connection with the sale of limited partnership units in the Partnership and the

                                       2
<PAGE>
other Polaris Aircraft Income Funds.  Plaintiffs  seek,  among other things,  an
award of compensatory damages in an unspecified amount plus interest, and double
and treble  damages  under the Texas  Deceptive  Trade  Practices  Act.  Kidder,
Peabody & Co., Inc.  (Kidder  Peabody) was added as an  additional  defendant by
virtue of an Intervenor's  Amended Plea in Intervention  filed on or about April
7, 1995.

The trial of the claims of one  plaintiff,  Robert W.  Wilson,  against  Polaris
Aircraft  Income  Funds I-VI,  Polaris  Investment  Management  Corporation  and
various  affiliates  of Polaris  Investment  Management  Corporation,  including
General  Electric Capital  Corporation,  was commenced on July 10, 1995. On July
26, 1995,  the jury returned a verdict in favor of the defendants on all counts.
Subsequent  to this  verdict,  all of the  defendants  (with  the  exception  of
Prudential  Securities,  Inc.,  which had  previously  settled)  entered  into a
settlement with the plaintiffs.  On February 26, 1997, the court issued an order
notifying the remaining  plaintiffs  that the action would be dismissed on April
21, 1997 for want of  prosecution  unless the  plaintiffs  showed  cause why the
action  should  not  be  dismissed.  This  action  was  dismissed  for  want  of
prosecution in April of 1997.

Howland, et al. v. Polaris Holding Company, et al. - This action was transferred
to the multi-district  litigation in the Southern  District of New York entitled
In re  Prudential  Securities  Limited  Partnerships  Litigation, which has been
settled as discussed in Part III, Item 10 below.

Mary C. Scott v. Prudential Securities Inc. et al. - This action was transferred
to the action  entitled  In re  Prudential  Securities  Limited  Partnerships
Litigation, which has been settled as discussed in Part III, Item 10 below.

Equity Resources, Inc., et al. v. Polaris Investment Management Corporation,  et
al. - On or about April 18, 1997, an action  entitled  Equity  Resources  Group,
Inc., et al. v. Polaris Investment Management  Corporation,  et al. was filed in
the Superior Court for the County of Middlesex,  Commonwealth of  Massachusetts.
The complaint names each of Polaris Investment  Management  Corporation  (PIMC),
the  Partnership,  Polaris Aircraft Income Fund II, Polaris Aircraft Income Fund
III,  Polaris  Aircraft  Income Fund IV and Polaris  Aircraft  Income Fund V, as
defendants.  The complaint  alleges that PIMC, as general partner of each of the
partnerships,  committed a breach of its fiduciary duties,  violated  applicable
partnership  law  statutory   requirements   and  breached   provisions  of  the
partnership  agreements  of each of the  foregoing  partnerships  by  failing to
solicit  a vote  of the  limited  partners  in  each  of  such  partnerships  in
connection  with the Sale  Transaction  described  in Item 7, under the  caption
"Remarketing  Update -- Sale of  Aircraft  to Triton" and in failing to disclose
material facts relating to such transaction. The plaintiffs sought to enjoin the
Sale Transaction, but the Superior Court denied their motion on May 6, 1997. The
plaintiffs  appealed the Superior Court's denial of their motion to enjoin,  but
ultimately,  the Supreme Court of  Massachusetts  denied their appeal on May 29,
1997.  On May 23, 1997,  the  defendants  filed a motion to dismiss this action.
Subsequently,  the plaintiffs voluntarily sought dismissal of their suit without
prejudice.  On September 16, 1997, the court dismissed the plaintiffs' complaint
without prejudice.

Ron Wallace v. Polaris Investment Management  Corporation,  et al. - On or about
June 18,  1997,  a  purported  class  action  entitled  Ron  Wallace v.  Polaris
Investment Management Corporation, et al. was filed on behalf of the unitholders
of Polaris  Aircraft  Income  Funds II through VI in the  Superior  Court of the
State of  California,  County of San  Francisco.  The  complaint  names  each of
Polaris Investment Management  Corporation (PIMC), GE Capital Aviation Services,
Inc.  (GECAS),  Polaris Aircraft Leasing  Corporation,  Polaris Holding Company,

                                       3
<PAGE>
General Electric Capital  Corporation,  certain executives of PIMC and GECAS and
John E. Flynn, a former PIMC  executive,  as defendants.  The complaint  alleges
that defendants committed a breach of their fiduciary duties with respect to the
Sale  Transaction  involving the  Partnership  as described in Item 7, under the
caption "Remarketing Update -- Sale of Aircraft to Triton."

On  September  2,  1997,  an  amended  complaint  was  filed  adding  additional
plaintiffs.  On  September  16,  1997,  the  defendants  filed a motion  to stay
discovery and a demurrer seeking to dismiss the amended  complaint.  On November
5, 1997,  the  Superior  Court  granted the demurrer  with leave to replead.  On
December 18, 1997, the plaintiffs  filed a second  amended  complaint  asserting
their  claims  derivatively.  On January 26, 1998,  defendants  filed a demurrer
seeking to dismiss the second amended  complaint on the grounds that  plaintiffs
had failed to satisfy the  pre-litigation  demand  requirements under California
law for commencing a derivative action.

Other Proceedings - Part III, Item 10 discusses certain other actions which have
been filed  against  the  general  partner in  connection  with  certain  public
offerings,  including that of the Partnership. The Partnership is not a party to
these actions.


Item 4.        Submission of Matters to a Vote of Security Holders

None.





                                       4
<PAGE>


                                     PART II

Item 5.  Market for the Registrant's Common Equity and Related Stockholder
         Matters

a)       Polaris  Aircraft Income Fund VI's (PAIF-VI or the  Partnership)  units
         representing  assignments of limited  partnership  interest (Units) are
         not publicly  traded.  The Units are held by Polaris  Depository  VI on
         behalf  of the  Partnership's  investors  (Unit  Holders).  There is no
         formal  market for  PAIF-VI's  Units and it is unlikely that any market
         will develop.

b)       Number of Security Holders:

                                                       Number of Record Holders
               Title of Class                          as of December 31, 1997
         --------------------------                  ---------------------------

         Depository Units Representing Assignments              2,141
         of Limited Partnership Interest:

         General Partnership Interest:                              1

c)       Dividends:

         Distributions  of cash from  operations  commenced on a quarterly basis
         beginning January 1991. Cash  distributions to Unit Holders during 1997
         and  1996  totaled  $9,631,748  and  $1,735,449,   respectively.   Cash
         distributions  per limited  partnership unit were $138.75 and $25.00 in
         1997 and 1996, respectively.


                                       5
<PAGE>


Item 6.  Selected Financial Data
<TABLE>
<CAPTION>
                                             For the years ended December 31,

                                1997       1996          1995          1994          1993
                            ---------- -----------  ------------  ------------  ------------
<S>                         <C>        <C>          <C>           <C>           <C>
Revenues                    $1,595,823 $ 2,092,094  $  2,518,490  $  3,449,608  $  3,151,370

Net Income (Loss)            1,239,860  (8,004,748)   (1,527,077)     (585,002)      (13,184)

Net Income (Loss)
  Allocated to Limited
  Partners                     732,926  (8,096,088)   (1,632,117)     (694,609)     (129,661)

Net Income (Loss) per
  Limited Partnership Unit       10.56     (116.63)       (23.51)       (10.01)        (1.87)

Cash Distributions per
  Limited Partnership
  Unit                          138.75       25.00         28.75         30.00         31.88

Amount of Cash
  Distributions Included
  Above Representing
  a Return of Capital on
  a Generally Accepted
  Accounting Principle
  Basis per Limited
  Partnership Unit              138.75       25.00         28.75         30.00         31.88

Total Assets                   978,794   9,951,825    19,813,927    23,431,897    26,193,322

Partners' Capital              928,409   9,827,231    19,658,768    23,286,653    26,063,802
</TABLE>
                                        6
<PAGE>


Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

During  1997,  Polaris  Aircraft  Income  Fund VI  (the  Partnership)  sold  its
remaining  portfolio of 2 used aircraft to Triton Aviation  Services VI LLC. The
aircraft  sold during 1997  consisted of one Boeing  737-200  Advanced  aircraft
leased to British Airways Plc (British  Airways) and one Boeing 727-200 Advanced
aircraft  leased  to  American  Trans  Air,  Inc.  (ATA).  In  April  1993,  the
Partnership  sold  one  Boeing  727-100  aircraft  that ATA  transferred  to the
Partnership as part of the ATA lease transaction, to Empresa de Transporte Aereo
del Peru S.A.  (Aeroperu).  Aeroperu  completed its payment  obligations  to the
Partnership  in  July  1996.  As  discussed  below  under  "Liquidity  and  Cash
Distributions",  Polaris Investment Management Corporation, (PIMC or the General
Partner), is in the process of winding up the Partnership's business.


Remarketing Update

Sale  of  Aircraft  to  Triton  - On  May  28,  1997,  PIMC,  on  behalf  of the
Partnership,   executed  definitive   documentation  for  the  purchase  of  the
Partnership's 2 remaining  aircraft (the "Aircraft") by Triton Aviation Services
VI LLC, a special  purpose  company  (the  "Purchaser").  The  closings  for the
purchase of the 2 Aircraft had  occurred on May 28, 1997 and June 30, 1997.  The
Purchaser is managed by Triton Aviation Services,  Ltd. ("Triton  Aviation"),  a
privately  held  aircraft  leasing  company  which was  formed in 1996 by Triton
Investments,  Ltd.,  a company  which  has been in the  marine  cargo  container
leasing  business  for 17 years and is  diversifying  its  portfolio  by leasing
commercial aircraft. Each Aircraft was sold subject to the existing leases.

The  General  Partner's  Decision to Approve the  Transaction  - In  determining
whether the  transaction  was in the best interests of the  Partnership  and its
unit holders,  the General Partner evaluated,  among other things, the risks and
significant expenses associated with continuing to own and remarket the Aircraft
(one of which was subject to a lease that was nearing  expiration).  The General
Partner  determined that such a strategy could require the Partnership to expend
a significant  portion of its cash reserves for remarketing and that there was a
substantial  risk that this strategy could result in the  Partnership  having to
reduce or even  suspend  future  cash  distributions  to limited  partners.  The
General  Partner  concluded that the opportunity to sell both the Aircraft at an
attractive  price would be  beneficial  in the present  market  where demand for
Stage II aircraft  is  relatively  strong  rather  than  attempting  to sell the
aircraft  over the  coming  years when the  demand  for such  Aircraft  might be
weaker. GE Capital Aviation Services,  Inc.  ("GECAS"),  which provides aircraft
marketing and management  services to the General Partner,  sought to obtain the
best price and terms  available  for these Stage II aircraft  given the aircraft
market and the conditions and types of planes owned by the Partnership. Both the
General  Partner and GECAS approved the sale terms of the Aircraft (as described
below) as being in the best  interest of the  Partnership  and its unit  holders
because both believe that this  transaction  will  optimize the  potential  cash
distributions  to be paid to limited  partners.  To ensure that no better  offer
could be obtained,  the terms of the transaction  negotiated by GECAS included a
"market-out"  provision  that  permitted the  Partnership  to elect to accept an
offer  for all  (but no less  than  all) of the  assets  to be sold by it to the
Purchaser  on terms  which it deemed  more  favorable,  with the  ability of the
Purchaser to match the offer or decline to match the offer and be entitled to be
compensated in an amount  equal to 1 1/2% of the Purchaser's proposed  purchase
price.

On April 7, 1997,  the General  Partner  received and on May 14, 1997 elected to
accept a competing offer (the "Competing  Offer") from a third party to purchase
the  Partnership's  two aircraft for $7,115,600 in cash,  subject to a number of
contingencies.  On May 21, 1997,  the  Purchaser  was notified of the  Competing
Offer, and the Purchaser subsequently matched the Competing Offer.

The Terms of the  Transaction - The total purchase price (the "Purchase  Price")
was $7,115,600.  The Purchaser paid into an escrow account the Purchase Price of
$7,115,600  in cash upon the  closing  of the first  aircraft.  The  Partnership

                                       7
<PAGE>

received  $3,200,000  from the escrow account on May 29, 1997 and $3,915,600 for
the remaining  balance of the Purchase Price on July 3, 1997, after the close of
the second aircraft.

Under the purchase agreement,  the Purchaser purchased the Aircraft effective as
of April 1, 1997 notwithstanding the actual closing dates. The utilization of an
effective  date  facilitated  the  determination  of rent and other  allocations
between  the  parties.  The  Purchaser  has the right to receive  all income and
proceeds,  including rents and receivables,  from the Aircraft accruing from and
after April 1, 1997 to the date of the closing of $369,762  which is included in
rents from operating leases, and paid interest at the rate of 5.3% from April 1,
1997 on the purchase  price amount to the date of payment of the Purchase  Price
to the Partnership.  Each Aircraft was sold subject to the existing leases,  and
as  part  of  the  transaction  the  Purchaser   assumed  all  security  deposit
obligations relating to such leases. The Partnership transferred $75,000 in cash
to the Purchaser related to such security deposits in May 1997.

Neither  PIMC nor GECAS  received  a sales  commission  in  connection  with the
transaction.  Neither PIMC nor GECAS or any of its affiliates holds any interest
in Triton  Aviation or any of Triton  Aviation's  affiliates.  John  Flynn,  the
current President of Triton Aviation, was a Polaris executive until May 1996 and
has over 15 years experience in the commercial  aviation  industry.  At the time
Mr. Flynn was employed at PIMC, he had no  affiliation  with Triton  Aviation or
its affiliates.

Polaris  Aircraft  Income Fund II,  Polaris  Aircraft  Income Fund III,  Polaris
Aircraft  Income  Fund IV and  Polaris  Aircraft  Income  Fund V have  also sold
certain  aircraft  assets to separate  special  purpose  companies  under common
management with the Purchaser.

The  Accounting  Treatment of the  Transaction  - In accordance  with  generally
accepted accounting principles (GAAP), the Partnership  recognized rental income
up until the closing date for each aircraft  which  occurred on May 28, 1997 and
June 30, 1997.  However,  under the terms of the transaction,  the Purchaser was
entitled to receive any payments of the rents accruing from April 1, 1997 to the
closing dates.  These rents amounted to $369,762 which is included in rents from
operating leases.  As a result,  the Partnership made a payment to the Purchaser
in the  amount  of the rents  due and  received  effective  April 1,  1997.  For
financial  reporting  purposes,  the  sales  proceeds  of  $7,115,600  have been
adjusted by the following: income and proceeds,  including rents and receivables
from the effective date of April 1, 1997 to the closing date,  interest due from
the Purchaser on the cash portion of the purchase  price and  estimated  selling
costs.  As a result of these GAAP  adjustments,  the net  adjusted  sales  price
recorded by the Partnership was $6,782,497.

The Aircraft sold pursuant to the definitive  documentation  executed on May 28,
1997 had been  classified  as  aircraft  held for sale from that date  until the
actual  closing  date.  Under GAAP,  aircraft held for sale are carried at their
fair market value less estimated costs to sell.


Partnership Operations

The  Partnership  reported  net  income  of  $1,239,860  or $10.56  per  limited
partnership unit for the year ended December 31, 1997, compared to net losses of
$8,004,748 and $1,527,077,  or $116.63 and $23.51 per limited  partnership  unit
for the years ended December 31, 1996 and 1995, respectively. The 1997 operating
results  reflect  lower rental  revenues and  substantially  lower  depreciation
expense,  as compared to 1996. The 1996 operating  results  reflect lower rental
revenues and substantially higher depreciation expenses as compared to 1995.

The Partnership  reported  decreases in rent from operating  leases,  management
fees and  depreciation  expense  during 1997,  as compared to the same period in
1996,  due to the sale of the  remaining  Aircraft  to Triton.  The  Partnership
recognized a gain on sale of these Aircraft of $642,181 during 1997.

                                       8
<PAGE>

Administration  and other expenses increased during 1997 as compared to the same
period in 1996,  due to increases in printing and postage costs combined with an
increase in outside services.

Operating results in 1996 and 1995 were  significantly  impacted by increases in
depreciation expense for certain of the Partnership's aircraft. If the projected
net cash flow for each aircraft  (projected  rental  revenue,  net of management
fees,  less projected  maintenance  costs,  if any, plus the estimated  residual
value)  was  less  than the  carrying  value of the  aircraft,  the  Partnership
recognized the deficiency as increased depreciation expense.

The  Partnership  recognized  impairments on aircraft to be held and used by the
Partnership  of  approximately  $8,254,000  and  $2,031,000  in 1996  and  1995,
respectively. In 1996, the impairment loss was the result of several significant
factors.  As a result of industry and market changes, a more extensive review of
the  Partnership's  aircraft was  completed in the fourth  quarter of 1996 which
resulted in revised  assumptions of future cash flows including  reassessment of
projected re-lease terms and potential future maintenance costs. As discussed in
Note 4, the Partnership  accepted an offer to purchase both of the Partnership's
remaining  aircraft  subject  to each  aircraft's  existing  lease.  This  offer
constituted  an event that  required  the  Partnership  to review  the  aircraft
carrying value pursuant to SFAS 121. In determining  this additional  impairment
loss,  the  Partnership  estimated  the fair value of the aircraft  based on the
purchase price reflected in the offer,  less the estimated costs and expenses of
the proposed sale. The  Partnership is deemed to have an impairment  loss to the
extent that the carrying value  exceeded the fair value.  The  Partnership  also
made  downward  adjustments  to the estimated  residual  value of certain of its
aircraft as of December 31, 1995.

Operating results in 1996 and 1995 were negatively  impacted by the reduction in
the rental rate earned on the lease  extension with British  Airways.  The lease
extension  was  effective  from April 1995 until March 1998 at the then  current
fair market rental rate, which was approximately 40% of the prior rate.

Liquidity and Cash Distributions

Liquidity - As previously discussed, the Partnership sold its remaining aircraft
during 1997. PIMC has determined that the Partnership  maintain cash reserves as
a prudent measure to ensure that the Partnership has available  sufficient funds
to satisfy anticipated  contingencies and expenses in connection with winding up
its business.

Cash  Distributions - Cash  distributions  to limited partners during 1997, 1996
and  1995  were  $9,631,748,  $1,735,449  and  $1,995,768,   respectively.  Cash
distributions  per  limited  partnership  unit were  $138.75,  $25.00 and $28.75
during 1997, 1996 and 1995, respectively.  The Partnership is now in the process
of winding up its  business.  With the  exception  of  reserves  maintained  for
anticipated expenses and costs of winding up, the Partnership distributed all of
its available cash during 1997 and the first quarter of 1998.  Consequently  the
timing and amount of future cash  distributions,  if any,  are not yet known and
will depend upon whether the  Partnership's  reserves exceed its actual expenses
and contingencies in winding up and on the time required to complete the winding
up process.




                                       9

<PAGE>


Item 8.  Financial Statements and Supplementary Data










                        POLARIS AIRCRAFT INCOME FUND VI,
                        A California Limited Partnership




              FINANCIAL STATEMENTS AS OF DECEMBER 31, 1997 AND 1996


                                  TOGETHER WITH


                                AUDITORS' REPORT












                                       10

<PAGE>











                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Partners of
Polaris Aircraft Income Fund VI,
A California Limited Partnership:

We have audited the accompanying  balance sheets of Polaris Aircraft Income Fund
VI, A California Limited Partnership,  as of December 31, 1997 and 1996, and the
related  statements of operations,  changes in partners'  capital and cash flows
for each of the  three  years in the  period  ended  December  31,  1996.  These
financial  statements  are  the  responsibility  of  the  general  partner.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting  principles used and significant  estimates made by the
general  partner,   as  well  as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Polaris Aircraft Income Fund
VI, A California  Limited  Partnership as of December 31, 1997 and 1996, and the
results of its  operations and its cash flows for each of the three years in the
period ended December 31, 1997, in conformity with generally accepted accounting
principles.


                                                             ARTHUR ANDERSEN LLP


San Francisco, California
    January 23, 1998






                                       11
<PAGE>



                        POLARIS AIRCRAFT INCOME FUND VI,
                        A California Limited Partnership

                                 BALANCE SHEETS

                           DECEMBER 31, 1997 AND 1996

                                                        1997           1996
                                                        ----           ----
ASSETS:

CASH AND CASH EQUIVALENTS                           $ 978,794      $ 3,566,009

RENT RECEIVABLE                                           -            345,597

AIRCRAFT, net of accumulated depreciation
    of $23,398,981 in 1996                                -          6,040,219
                                                    ---------      -----------

                                                    $ 978,794      $ 9,951,825
                                                    =========      ===========

LIABILITIES AND PARTNERS' CAPITAL:

PAYABLE TO AFFILIATES                               $  29,116      $    25,425

ACCOUNTS PAYABLE AND ACCRUED
    LIABILITIES                                        21,269           24,169

SECURITY DEPOSITS                                         -             75,000
                                                    ---------      -----------

           Total Liabilities                           50,385          124,594
                                                    ---------      -----------

PARTNERS' CAPITAL:
    General Partner                                     5,656            5,656
    Limited Partners, 69,418 units
        issued and outstanding                        922,753        9,821,575
                                                    ---------      -----------

           Total Partners' Capital                    928,409        9,827,231
                                                    ---------      -----------

                                                    $ 978,794      $ 9,951,825
                                                    =========      ===========


        The accompanying notes are an integral part of these statements.
                                       12
<PAGE>






                        POLARIS AIRCRAFT INCOME FUND VI,
                        A California Limited Partnership

                            STATEMENTS OF OPERATIONS

              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                         1997          1996           1995
                                         ----          ----           ----

REVENUES:
    Rent from operating leases      $   804,405   $ 1,738,572    $ 2,117,575
    Interest and other                  149,237       190,767        205,387
    Gain on sale of aircraft            642,181       162,755        195,528
                                    -----------   -----------    -----------

        Total Revenues                1,595,823     2,092,094      2,518,490
                                    -----------   -----------    -----------

EXPENSES:
    Depreciation and amortization       257,643    10,008,901      3,927,648
    Operating                             6,178           409          1,930
    Administration and other             92,142        87,532        115,989
                                    -----------   -----------    -----------

        Total Expenses                  355,963    10,096,842      4,045,567
                                    -----------   -----------    -----------

NET INCOME (LOSS)                   $ 1,239,860   $(8,004,748)   $(1,527,077)
                                    ===========   ===========    ===========

NET INCOME ALLOCATED
    TO THE GENERAL PARTNER          $   506,934   $    91,340    $   105,040
                                    ===========   ===========    ===========

NET INCOME (LOSS) ALLOCATED
    TO LIMITED PARTNERS             $   732,926   $(8,096,088)   $(1,632,117)
                                    ===========   ===========    ===========

NET INCOME (LOSS) PER LIMITED
    PARTNERSHIP UNIT                $     10.56   $   (116.63)   $    (23.51)
                                    ===========   ===========    ===========


        The accompanying notes are an integral part of these statements.
                                       13

<PAGE>



                        POLARIS AIRCRAFT INCOME FUND VI,
                        A California Limited Partnership

                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                     General        Limited
                                     Partner        Partners         Total
                                     -------        --------         -----
Balance, December 31, 1994        $    5,656     $ 23,280,997    $ 23,286,653

    Net income (loss)                105,040       (1,632,117)     (1,527,077)

    Cash distributions to partners  (105,040)      (1,995,768)     (2,100,808)
                                  ----------     ------------    ------------

Balance, December 31, 1995             5,656       19,653,112      19,658,768

    Net income (loss)                 91,340       (8,096,088)     (8,004,748)

    Cash distributions to partners   (91,340)      (1,735,449)     (1,826,789)
                                  ----------     ------------    ------------

Balance, December 31, 1996             5,656        9,821,575       9,827,231

    Net income                       506,934          732,926       1,239,860

    Cash distributions to partners  (506,934)      (9,631,748)    (10,138,682)
                                  ----------     ------------    ------------

Balance, December 31, 1997        $    5,656     $    922,753    $    928,409
                                  ==========     ============    ============


        The accompanying notes are an integral part of these statements.
                                       14
<PAGE>


<TABLE>
                        POLARIS AIRCRAFT INCOME FUND VI,
                        A California Limited Partnership

                            STATEMENTS OF CASH FLOWS

              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<CAPTION>
                                                                 1997         1996         1995
                                                                 ----         ----         ----
<S>                                                        <C>           <C>           <C>
OPERATING ACTIVITIES:
  Net income (loss)                                        $  1,239,860  $ (8,004,748) $(1,527,077)
  Adjustments to reconcile net loss to
    net cash provided by operating activities:
    Depreciation and amortization                               257,643    10,008,901    3,927,648
    Gain on sale of aircraft                                   (642,181)     (162,755)    (195,528)
    Changes in operating assets and liabilities:
       Increase (decrease) in rent and interest receivable      (12,143)      121,428      292,558
       Increase (decrease) in payable to affiliates               3,691          (937)     (10,668)
       Increase (decrease) in accounts payable
           and accrued liabilities                              (46,600)      (10,628)      20,583
       Decrease in security deposits                            (75,000)      (19,000)        --
                                                           ------------  ------------  -----------
           Net cash provided by operating
               activities                                       725,270     1,932,261    2,507,516
                                                           ------------  ------------  -----------

INVESTING ACTIVITIES:
  Proceeds from sale of aircraft                              7,195,959          --           --
  Payments to Purchaser related to sale of aircraft            (369,762)         --           --
  Principal payments on finance sale of aircraft                   --         162,755      195,528
                                                           ------------  ------------  -----------

       Net cash provided by investing activities              6,826,197       162,755      195,528
                                                           ------------  ------------  -----------

FINANCING ACTIVITIES:
  Cash distributions to partners                            (10,138,682)   (1,826,789)  (2,100,808)
                                                           ------------  ------------  -----------

       Net cash used in financing activities                (10,138,682)   (1,826,789)  (2,100,808)
                                                           ------------  ------------  -----------

CHANGES IN CASH AND CASH
  EQUIVALENTS                                                (2,587,215)      268,227      602,236

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                                         3,566,009     3,297,782    2,695,546
                                                           ------------  ------------  -----------

CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                                            $    978,794  $  3,566,009  $ 3,297,782
                                                           ============  ============  ===========
</TABLE>

        The accompanying notes are an integral part of these statements.
                                       15
<PAGE>



                        POLARIS AIRCRAFT INCOME FUND VI,
                        A California Limited Partnership

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1997

1. Accounting Principles and Policies

Accounting  Method -  Polaris  Aircraft  Income  Fund VI, A  California  Limited
Partnership  (PAIF-VI or the  Partnership),  maintains its  accounting  records,
prepares its financial statements and files its tax returns on the accrual basis
of  accounting.  The  preparation  of financial  statements in  conformity  with
generally  accepted  accounting  principles  (GAAP) requires  management to make
estimates and assumptions that affect reported amounts and related  disclosures.
Actual results could differ from those estimates. The most significant estimates
with regard to these  financial  statements  are related to the  projected  cash
flows analysis in determining the fair value of assets.

Cash and Cash  Equivalents - This includes  deposits at banks and investments in
money  market  funds.  Cash and  cash  equivalents  is  stated  at  cost,  which
approximates fair value.

Aircraft and  Depreciation - The aircraft were recorded at cost,  which included
acquisition  costs.  Depreciation  to an estimated  residual  value was computed
using the straight-line  method over the estimated economic life of the aircraft
which was  originally  estimated  to be 30 years  from the date of  manufacture.
Depreciation in the year of acquisition was calculated  based upon the number of
days that the aircraft were in service.

The  Partnership  periodically  reviewed  the  estimated  realizability  of  the
residual values at the projected end of each  aircraft's  economic life based on
estimated  residual  values  obtained from  independent  parties which  provided
current and future estimated  aircraft values by aircraft type. For any downward
adjustment in estimated  residual  value or decrease in the projected  remaining
economic life, the depreciation  expense over the projected  remaining  economic
life of the aircraft was increased.

If the projected net cash flow for each aircraft (projected rental revenue,  net
of management fees, less projected maintenance costs, if any, plus the estimated
residual  value) is less than the carrying value of the aircraft,  an impairment
loss is recognized.

Capitalized  Costs - Aircraft  modification  and  maintenance  costs  which were
determined  to increase the value or extend the useful life of the aircraft were
capitalized  and  amortized  using the  straight-line  method over the estimated
useful  life of the  improvement.  These  costs were also  subject  to  periodic
evaluation as discussed above.

Operating  Leases - The aircraft leases were accounted for as operating  leases.
Lease  revenues  were  recognized  in equal  installments  over the terms of the
leases.

Operating  Expenses - Operating  expenses  include  costs  incurred to maintain,
insure, lease and sell the Partnership's aircraft.


                                       16
<PAGE>

Net Income (Loss) Per Limited  Partnership  Unit - Net income (loss) per limited
partnership  unit is based on the limited  partners' share of net income (loss),
and the number of units outstanding for the years ended December 31, 1997, 1996,
and 1995.

Income Taxes - The Partnership  files federal and state  information  income tax
returns only. Taxable income or loss is reportable by the individual partners.

Note  Receivable - The  Partnership  had recorded an allowance for credit losses
for an  impaired  note as a result  of  issues  regarding  its  collection.  The
Partnership recognizes revenue on impaired notes only as payments are received.

                                                 1996
                                                 ----
      Allowance for credit losses,
         beginning of year                  $  (162,755)
      Collections                               162,755
                                            ------------
      Allowance for credit losses,
         end of year                        $      -
                                            ============


2.    Organization and the Partnership

The  Partnership was formed on October 13, 1989 for the purpose of acquiring and
leasing  aircraft.  The Partnership  will terminate no later than December 2020.
Upon organization, both the general partner and the depositary contributed $500.
The Partnership  intended to sell between 36,000 and 500,000  depositary  units,
representing  assignments of limited partnership interest (Units), at a price of
$500 per Unit.  Sales of Units  commenced  August 14,  1990.  As of December 31,
1990,  the general  partner  determined  that it was in the best interest of the
existing  investors to early terminate the offering of the Partnership's  Units.
The offering  terminated on January 22, 1991, at which time the  Partnership had
sold 69,418  Units of $500,  representing  $34,709,000.  All unit  holders  were
admitted to the Partnership on or before January 16, 1991.

Securities regulations specify a minimum percentage of gross proceeds which must
be invested in aircraft and reserves.  The  Partnership had raised slightly more
than it was able to invest in order to meet the specified percentage. Therefore,
in accordance with the Limited Partnership  Agreement  (Partnership  Agreement),
the uninvested net proceeds were returned to unit holders on a pro-rata basis in
February 1991. The  distribution  amount of $610,878,  or $8.80 per $500 limited
partnership unit, was a distribution of capital, as opposed to a distribution of
cash from operations.

Polaris Investment  Management  Corporation  (PIMC), the sole general partner of
the  Partnership,  supervises  the  day-to-day  operations  of the  Partnership.
Polaris Depositary  Company VI (PDC) serves as the depositary.  PIMC and PDC are
wholly-owned  subsidiaries  of  Polaris  Aircraft  Leasing  Corporation  (PALC).
Polaris  Holding Company (PHC) is the parent company of PALC.  General  Electric
Capital Corporation (GE Capital), an affiliate of General Electric Company, owns
100% of PHC's  outstanding  common  stock.  PIMC  has  entered  into a  services
agreement  dated as of July 1,  1994 with GE  Capital  Aviation  Services,  Inc.
(GECAS). Allocations to affiliates are described in Note 5.


                                       17
<PAGE>

3.    Aircraft

During  1997,  the  Partnership  sold  its two  remaining  used  commercial  jet
aircraft, which were acquired and leased as discussed below. The aircraft leases
were net operating leases,  requiring the lessees to pay all operating  expenses
associated  with the  aircraft  during  the lease term  including  Airworthiness
Directives   which  have  been  or  may  be  issued  by  the  Federal   Aviation
Administration and require compliance during the lease term.

The leases generally stated a minimum  acceptable return condition for which the
lessee was liable under the terms of the lease agreement.

As  discussed in Note 1, the  Partnership  periodically  reviewed the  estimated
realizability  of the residual  values at the projected  end of each  aircraft's
economic  life based on estimated  residual  values  obtained  from  independent
parties which provided current and future estimated  aircraft values by aircraft
type. The Partnership made downward  adjustments to the estimated residual value
of certain of its on-lease aircraft as of December 31, 1995.

The Partnership  recognized impairment losses on aircraft to be held and used by
the  Partnership  of  approximately  $8,254,000 and  $2,031,000,  or $117.71 and
$28.96 per limited  Partnership unit as increased  depreciation  expense in 1996
and 1995,  respectively.  In 1996, the impairment loss was the result of several
significant  factors.  As a  result  of  industry  and  market  changes,  a more
extensive  review of the  Partnership's  aircraft  was  completed  in the fourth
quarter  of 1996 which  resulted  in revised  assumptions  of future  cash flows
including   reassessment  of  projected  re-lease  terms  and  potential  future
maintenance costs. As discussed in Note 4, the Partnership  accepted an offer to
purchase both of the Partnership's remaining aircraft subject to each aircraft's
existing lease. This offer constitutes an event that required the Partnership to
review the aircraft  carrying value  pursuant to SFAS 121. In  determining  this
additional  impairment  loss,  the  Partnership  estimated the fair value of the
aircraft based on the purchase price reflected in the offer,  less the estimated
costs and expenses of the proposed sale. The Partnership  recorded an impairment
loss to the extent that the carrying value  exceeded the fair value.  Management
believes the assumptions related to fair value of impaired assets represents the
best estimates based on reasonable and supportable  assumptions and projections.
The impairment  losses in 1995 were generally the result of declining  estimates
in the residual values of the aircraft.


4.       Sale of Aircraft

Sale  of  Aircraft  To  Triton  - On  May  28,  1997,  PIMC,  on  behalf  of the
Partnership,   executed  definitive   documentation  for  the  purchase  of  the
Partnership's 2 remaining  aircraft (the "Aircraft") by Triton Aviation Services
VI LLC, a special  purpose  company  (the  "Purchaser").  The  closings  for the
purchase  of the 2 Aircraft  occurred  on May 28,  1997 and June 30,  1997.  The
Purchaser is managed by Triton Aviation Services,  Ltd. ("Triton  Aviation"),  a
privately  held  aircraft  leasing  company  which was  formed in 1996 by Triton
Investments,  Ltd.,  a company  which  has been in the  marine  cargo  container
leasing  business  for 17 years and is  diversifying  its  portfolio  by leasing
commercial aircraft. Each Aircraft was sold subject to the existing leases.

The Terms of the  Transaction - The total purchase price (the "Purchase  Price")
to the Purchaser was  $7,115,600.  The Purchaser paid into an escrow account the
Purchase Price of $7,115,600 in cash upon the closing of the first aircraft. The
Partnership  received  $3,200,000  from the escrow  account on May 29,  1997 and
$3,915,600  for the  remaining  balance of the  Purchase  Price on July 3, 1997,


                                       18
<PAGE>

after the close of the second aircraft.

Under the purchase agreement,  the Purchaser purchased the Aircraft effective as
of April 1, 1997 notwithstanding the actual closing dates. The utilization of an
effective  date  facilitated  the  determination  of rent and other  allocations
between  the  parties.  The  Purchaser  had the right to receive  all income and
proceeds,  including rents and receivables,  from the Aircraft accruing from and
after April 1, 1997 to the date of the closing of $369,762  which is included in
rents from operating leases, and paid interest at the rate of 5.3% from April 1,
1997 on the purchase  price amount to the date of payment of the Purchase  Price
to the Partnership.  Each Aircraft was sold subject to the existing leases,  and
as  part  of  the  transaction  the  Purchaser   assumed  all  security  deposit
obligations relating to such leases. The Partnership transferred $75,000 in cash
to the Purchaser related to such security deposits in May 1997.

Neither  PIMC nor GECAS  received  a sales  commission  in  connection  with the
transaction.  Neither PIMC nor GECAS or any of its affiliates holds any interest
in Triton  Aviation or any of Triton  Aviation's  affiliates.  John  Flynn,  the
current President of Triton Aviation, was a Polaris executive until May 1996 and
has over 15 years experience in the commercial  aviation  industry.  At the time
Mr. Flynn was employed at PIMC, he had no  affiliation  with Triton  Aviation or
its affiliates.

Polaris  Aircraft  Income Fund II,  Polaris  Aircraft  Income Fund III,  Polaris
Aircraft  Income  Fund IV and  Polaris  Aircraft  Income  Fund V have  also sold
certain  aircraft  assets to separate  special  purpose  companies  under common
management with the Purchaser.

The  Accounting  Treatment of the  Transaction  - In accordance  with GAAP,  the
Partnership recognized rental income up until the closing date for each aircraft
which  occurred on May 28, 1997 and June 30, 1997.  However,  under the terms of
the transaction, the Purchaser was entitled to receive any payments of the rents
accruing  from April 1, 1997 to the  closing  dates.  These  rents  amounted  to
$369,762  which is included in rents from  operating  leases.  As a result,  the
Partnership  made a payment to the  Purchaser in the amount of the rents due and
received effective April 1, 1997. For financial  reporting  purposes,  the sales
proceeds of $7,115,600 have been adjusted by the following: income and proceeds,
including rents and receivables  from the effective date of April 1, 1997 to the
closing  date,  interest  due from the  Purchaser  on the  cash  portion  of the
purchase  price  and  estimated  selling  costs.  As  a  result  of  these  GAAP
adjustments,  the net  adjusted  sales  price  recorded by the  Partnership  was
$6,782,497.

The Aircraft sold pursuant to the definitive  documentation  executed on May 28,
1997 had been  classified  as  aircraft  held for sale from that date  until the
actual  closing  date.  Under GAAP,  aircraft held for sale are carried at their
fair market value less estimated costs to sell.


5.       Related Parties

Under  the  Partnership  Agreement,  the  Partnership  paid or agreed to pay the
following  amounts to PIMC and/or its  affiliates  in  connection  with services
rendered:

         a.       A subordinated  aircraft  management fee to PIMC equal to 1.5%
                  of gross  rental  revenues of the  Partnership,  payable  upon
                  receipt  of the  rent,  subordinated  each  calendar  year  to
                  receipt by unit  holders of  distributions  equaling a 10% per
                  annum,    non-compounded    return   on    adjusted    capital
                  contributions,  as defined in the Partnership  Agreement.  The


                                       19

<PAGE>
                  Partnership did not pay or incur any management fee expense in
                  1997,  1996 or 1995 as the above  subordination  threshold was
                  not met during these years.

         b.       Out-of-pocket   expenses   incurred  in  connection  with  the
                  management of the Partnership and its assets.  The Partnership
                  paid $140,229,  $99,505 and $106,976 to PIMC for such expenses
                  in 1997, 1996 and 1995, respectively. At December 31, 1997 and
                  1996,  amounts  payable  to PIMC  were  $29,116  and  $25,425,
                  respectively.

         c.       A 10% interest to PIMC in all cash  distributions and sales
                  proceeds,  50% of which is subject to attainment  of certain
                  subordination  thresholds.  PIMC is  allocated  gross income
                  in an amount equal to the gross allocation amount, as defined
                  in the Partnership  Agreement,  in proportion to and to the
                  extent of cash  distributions  made to the  partners.  Net
                  income will be allocated 1% to the General  Partner and 99% to
                  unit  holders,  as such terms are defined in the  Partnership
                  Agreement.  Gains  from the sale  or other disposition of
                  aircraft are generally  allocated first to the General Partner
                  until such time that the General  Partner's  capital  account
                  is equal to the  amount  to be  distributed  to the  General
                  Partner  from  the  proceeds  of  such  sale or disposition.

         d.       A  subordinated  sales  commission  to PIMC of 3% of the gross
                  sales  price of each  aircraft  for  services  performed  upon
                  disposition  and  reimbursement  of  out-of-pocket  and  other
                  disposition  expenses.  Subordinated sales commissions will be
                  paid only after unit holders have received distributions in an
                  aggregate amount equal to their capital  contributions  plus a
                  cumulative  non-compounded  10%  per  annum  return  on  their
                  adjusted capital contributions,  as defined in the Partnership
                  Agreement.  The  Partnership  did  not pay or  accrue  a sales
                  commission  on  any  aircraft  sales  to  date  as  the  above
                  subordination threshold has not been met.

         e.       In the event that,  immediately  prior to the  dissolution and
                  termination of the Partnership, the General Partner shall have
                  a deficit balance in its tax basis capital  account,  then the
                  General Partner shall contribute in cash to the capital of the
                  Partnership an amount which is equal to such deficit (see Note
                  6).


6.       Partners' Capital

The Partnership  Agreement (the Agreement) stipulates different methods by which
revenue,  income  and  loss  from  operations  and  gain or loss on the  sale of
aircraft  are to be allocated  to the General  Partner and the Limited  Partners
(see Note 5). Such  allocations are made using income or loss  calculated  under
GAAP for book purposes,  which,  as more fully  described in Note 8, varies from
income or loss calculated for tax purposes.

Cash  available  for  distributions,  including  the  proceeds  from the sale of
aircraft,  is  distributed  10% to the  General  Partner  and 90% to the Limited
Partners.

The different methods of allocating items of income, loss and cash available for
distribution  combined with the calculation of items of income and loss for book
and  tax  purposes  result  in  book  basis  capital   accounts  that  may  vary


                                       20
<PAGE>

significantly  from tax basis capital  accounts.  The ultimate  liquidation  and
distribution  of remaining cash will be based on the tax basis capital  accounts
following liquidation, in accordance with the Agreement.

At December 31, 1997,  the tax basis capital  (deficit)  accounts of the General
Partner and the Limited Partners were ($91,483) and $1,019,888, respectively.


7.       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 financial statements.

The net  differences  between  the tax basis  and the  reported  amounts  of the
Partnership's  assets  and  liabilities  at  December  31,  1997 and 1996 are as
follows:

                         Reported Amounts      Tax Basis        Net Difference
                         ----------------      ---------        --------------
1997:    Assets          $   978,794         $   978,794        $       -
         Liabilities          50,385              50,385                -

1996:    Assets          $ 9,951,825         $18,323,625        $(8,371,800)
         Liabilities         124,594             124,594                -



                                       21
<PAGE>


8.       Reconciliation of Book Net Income (Loss) to Taxable Net Loss

The  following  is a  reconciliation  between  net  income  (loss)  per  limited
partnership  unit  reflected in the  financial  statements  and the  information
provided to limited partners for federal income tax purposes:

<TABLE>
<CAPTION>
                                                     For the years ended December 31,
                                                     --------------------------------
                                                          1997      1996      1995
                                                          ----      ----      ----
<S>                                                  <C>        <C>        <C>
Book net income (loss) per limited partnership unit  $   10.56  $(116.63)  $(23.51)
Adjustments for tax purposes represent differences
   between book and tax revenue and expenses:
     Rental revenue                                      (0.17)     1.75      1.75
     Depreciation                                       (14.03)   108.42     20.77
     Gain or loss on sale of aircraft                  (105.30)    (2.35)    (2.82)
     Other revenue and expense items                       -       (0.04)    (0.06)
                                                       -------  --------   -------

Taxable net loss per limited partnership unit        $ (108.94) $  (8.85)  $ (3.87)
                                                     =========  ========   =======
</TABLE>
The differences between net income and loss for book purposes and net income and
loss for tax purposes resulted from the temporary differences of certain revenue
and deductions.

For book purposes,  rental revenue was generally  recorded as it was earned. For
tax  purposes,  certain  temporary  differences  existed in the  recognition  of
revenue.

The  Partnership  computed  depreciation  using  the  straight-line  method  for
financial  reporting  purposes  and  generally  an  accelerated  method  for tax
purposes.   The   Partnership   also   periodically   evaluated   the   ultimate
recoverability of the carrying values and the economic lives of its aircraft for
book  purposes and  accordingly  recognized  adjustments  which  increased  book
depreciation expense. As a result, the net current year tax depreciation expense
was  greater  than  the  book   depreciation   expense.   These  differences  in
depreciation  methods  resulted  in  book  to tax  differences  on the  sale  of
aircraft.  In  addition,  certain  costs were  capitalized  for tax purposes and
expensed for book purposes.



                                       22
<PAGE>


Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

None.









                                       23
<PAGE>


                                    PART III

Item 10. Directors and Executive Officers of the Registrant

Polaris Aircraft Income Fund VI, A California  Limited  Partnership  (PAIF-VI or
the Partnership) has no directors or officers. Polaris Holding Company (PHC) and
its  subsidiaries,  including  Polaris Aircraft Leasing  Corporation  (PALC) and
Polaris  Investment  Management  Corporation  (PIMC), the general partner of the
Partnership (collectively Polaris), restructured their operations and businesses
(the Polaris Restructuring) in 1994. In connection therewith,  PIMC entered into
a services  agreement dated as of July 1, 1994 (the Services  Agreement) with GE
Capital Aviation  Services,  Inc.  (GECAS),  a Delaware  corporation  which is a
wholly owned  subsidiary of General  Electric  Capital  Corporation,  a New York
corporation  (GE Capital).  GE Capital has been PHC's parent company since 1986.
As subsidiaries of GE Capital, the Servicer and PIMC are affiliates.

The officers and directors of PIMC are:

              Name                       PIMC  Title
         ------------------         --------------------------
         Eric M. Dull               President; Director
         Marc A. Meiches            Chief Financial Officer
         Richard J. Adams           Director
         Norman C. T. Liu           Vice President; Director
         Ray Warman                 Secretary
         Robert W. Dillon           Assistant Secretary

Substantially all of these management personnel will devote only such portion of
their  time  to the  business  and  affairs  of  PIMC  as  deemed  necessary  or
appropriate.

Mr. Dull,  37,  assumed the position of President and Director of PIMC effective
January 1, 1997. Mr. Dull  previously was a Director of PIMC from March 31, 1995
to July 31, 1995. Mr. Dull holds the position of Executive Vice President - Risk
and  Portfolio  Management  of GECAS,  having  previously  held the positions of
Executive  Vice  President - Portfolio  Management  and Senior Vice  President -
Underwriting  Risk  Management of GECAS.  Prior to joining GECAS,  Mr. Dull held
various positions with Transportation and Industrial Funding Corporation (TIFC).

Mr.  Meiches,  45,  assumed  the  position  of Chief  Financial  Officer of PIMC
effective October 9, 1995. Previously, he held the position of Vice President of
PIMC  from  October  1995 to  October  1997.  Mr.  Meiches  presently  holds the
positions of Executive Vice President and Chief Financial and Operating  Officer
of GECAS.  Prior to joining GECAS,  Mr.  Meiches has been with General  Electric
Company (GE) and its  subsidiaries  since 1978. Since 1992, Mr. Meiches held the
position of Vice President of the General  Electric  Capital  Corporation  Audit
Staff.  Between 1987 and 1992, Mr. Meiches held Manager of Finance positions for
GE Re-entry Systems, GE Government Communications Systems and the GE Astro-Space
Division.

Mr. Adams,  64, held the position of Senior Vice  President - Aircraft Sales and
Leasing of PIMC and PALC from August 1992 until October 1997,  having previously
served as Vice  President  - Aircraft  Sales & Leasing,  Vice  President,  North
America,  and Vice President - Corporate Aircraft since he joined PALC in August
1986.  Effective  July 1, 1994,  Mr.  Adams  assumed the position of Director of
PIMC.  Mr. Adams  presently  holds the position of Senior Vice President - Fleet



                                       24
<PAGE>

Advisory  Services of GECAS,  having previously held the position of Senior Vice
President - Stage II Aircraft.

Mr. Liu, 40,  assumed the position of Vice  President of PIMC  effective  May 1,
1995 and Director of PIMC effective  July 31, 1995. Mr. Liu presently  holds the
position of  Executive  Vice  President - Marketing  and  Structured  Finance of
GECAS, having previously held the position of Executive Vice President - Capital
Funding and Portfolio  Management of GECAS.  Prior to joining GECAS, Mr. Liu was
with General Electric Capital Corporation for nine years. He has held management
positions in corporate Business  Development and in Syndications and Leasing for
TIFC.  Mr. Liu  previously  held the  position of  managing  director of Kidder,
Peabody & Co., Incorporated.

Mr. Warman,  49,  assumed the position of Secretary of PIMC effective  March 23,
1998.  Mr.  Warman has served as a GECAS  Senior Vice  President  and  Associate
General  Counsel since March 1996, and for 13 years  theretofore  was a partner,
with an air-finance  and corporate  practice of the national law firm of Morgan,
Lewis & Bockius LLP.

Mr. Dillon, 56, held the position of Vice President - Aviation  Legal and
Insurance  Affairs,  from April 1989 to October 1997.  Previously,  he served as
General  Counsel of PIMC and PALC effective  January 1986.  Effective July 1,
1994, Mr. Dillon assumed the position of Assistant Secretary of PIMC. Mr. Dillon
presently  holds the position of Senior Vice President and Managing Counsel of
GECAS.

Certain Legal Proceedings:

On October 27, 1992, a class action  complaint  entitled  Weisl,  Jr. et al., v.
Polaris Holding  Company,  et al. was filed in the Supreme Court of the State of
New York for the County of New York.  The complaint sets forth various causes of
action which include  allegations  against  certain or all of the defendants (i)
for alleged fraud in connection with certain public offerings, including that of
the Partnership, on the basis of alleged misrepresentation and alleged omissions
contained in the written offering materials and all presentations allegedly made
to investors;  (ii) for alleged negligent  misrepresentation  in connection with
such offerings;  (iii) for alleged breach of fiduciary duties;  (iv) for alleged
breach of third party beneficiary  contracts;  (v) for alleged violations of the
NASD Rules of Fair Practice by certain  registered broker dealers;  and (vi) for
alleged  breach of  implied  covenants  in the  customer  agreements  by certain
registered brokers.  The Partnership is not named as a defendant in this action.
The complaint seeks an award of compensatory and other damages and remedies.  On
July 20, 1994, the court entered an order dismissing almost all of the claims in
the  complaint  and amended  complaint.  Plaintiffs  filed a notice of appeal on
September  2, 1994.  On April 25,  1996,  the  Appellate  Division for the First
Department  affirmed  the  trial  court's  order  which  had  dismissed  most of
plaintiffs'  claims.  On September 25, 1997, this action was  discontinued  with
prejudice by stipulation of the parties.

On or around  February  17, 1993, a civil  action  entitled  Einhorn,  et al. v.
Polaris  Public Income Funds,  et al. was filed in the Circuit Court of the 11th
Judicial Circuit in and for Dade County,  Florida against, among others, Polaris
Investment   Management   Corporation  and  Polaris  Depositary   Company.   The
Partnership  is not named as a defendant in this action.  Plaintiffs  seek class
action  certification  on behalf of a class of  investors  in  Polaris  Aircraft
Income Fund IV, Polaris  Aircraft Income Fund V and Polaris Aircraft Income Fund
VI who purchased their interests  while residing in Florida.  Plaintiffs  allege


                                       25
<PAGE>

the violation of Section  517.301,  Florida  Statutes,  in  connection  with the
offering and sale of units in such Polaris  Aircraft  Income Funds.  Among other
things,  plaintiffs  assert that the  defendants  sold interests in such Polaris
Aircraft Income Funds while "omitting and failing to disclose the material facts
questioning  the  economic  efficacy  of" such Polaris  Aircraft  Income  Funds.
Plaintiffs  seek  rescission  or damages,  in addition to interest,  costs,  and
attorneys' fees. On April 5, 1993, defendants filed a motion to stay this action
pending the final determination of a prior filed action in the Supreme Court for
the State of New York entitled Weisl v. Polaris Holding  Company.  On that date,
defendants  also  filed a motion to  dismiss  the  complaint  on the  grounds of
failure to attach necessary documents, failure to plead fraud with particularity
and failure to plead  reasonable  reliance.  On April 13, 1993, the court denied
the  defendants'  motion to stay.  On May 7, 1993,  the court  stayed the action
pending an appeal of the denial of the motion to stay.  Defendants  subsequently
filed with the Third  District Court of Appeal a petition for writ of certiorari
to review the lower  court's  order  denying the motion to stay.  On October 19,
1993, the Court of Appeal granted the writ of certiorari, quashed the order, and
remanded the action with instruction to grant the stay.

Moross,  et al. v. Polaris Holding  Company,  et al. was transferred to the
Multi-District  Litigation,  which has been settled as described below.

On June 8, 1994, a consolidated  complaint captioned In re Prudential Securities
Inc.  Limited  Partnerships  Litigation was filed in the United States  District
Court for the Southern  District of New York,  purportedly  consolidating  cases
that had been  transferred  from other federal  courts by the Judicial  Panel on
Multi-District  Litigation.  The  consolidated  complaint  names  as  defendants
Prudential  entities and various other sponsors of limited  partnerships sold by
Prudential,  including  Polaris  Holding  Company,  one of its former  officers,
Polaris Aircraft Leasing Corporation,  Polaris Investment Management Corporation
and Polaris Securities Corporation.  The Partnership is not named as a defendant
in this action.  The complaint alleges that the Prudential  defendants created a
scheme for the sale of approximately $8-billion of limited partnership interests
in 700 allegedly high-risk limited partnerships,  including the Partnership,  to
approximately  350,000  investors  by  means of false  and  misleading  offering
materials;  that the sponsoring  organizations  (including the Polaris entities)
participated with the Prudential defendants with respect to, among other things,
the partnerships that each sponsored;  and that all of the defendants  conspired
to engage in a nationwide  pattern of fraudulent conduct in the marketing of all
limited partnerships sold by Prudential. The complaint alleges violations of the
federal  Racketeer  Influenced and Corrupt  Organizations Act and the New Jersey
counterpart thereof,  fraud,  negligent  misrepresentation,  breach of fiduciary
duty and  breach  of  contract.  The  complaint  seeks  rescission,  unspecified
compensatory damages,  treble damages,  disgorgement of profits derived from the
alleged acts, costs and attorneys fees.

On April 22, 1997, the Polaris  defendants  entered into a settlement  agreement
with plaintiffs  pursuant to which,  among other things,  the Polaris defendants
agreed to make a payment to a class of unitholders  previously  certified by the
Court. On August 1, 1997, the Court approved a class settlement with the Polaris
defendants.


                                       26
<PAGE>


Adams,et al. v. Prudential Securities, Inc. et al. was transferred to the Multi-
District  Litigation filed in the United States District Court for the Southern
District of New York, which has been settled as discussed above.

On or about January 12, 1995, a class action complaint entitled Cohen, et al. v.
Kidder Peabody & Company, Inc. (Kidder Peabody), et al. was filed in the Circuit
Court of the Fifteenth  Judicial Circuit in and for Palm Beach County,  Florida,
and on March 31, 1995 the case was removed to the United States  District  Court
for the Southern  District of Florida.  An amended class action  complaint  (the
"amended  complaint"),  which  re-named this action  Bashein,  et al. v. Kidder,
Peabody & Company Inc., et al. was filed on June 13, 1995. The amended complaint
names Kidder Peabody & Company,  Inc.,  General  Electric  Capital  Corporation,
General  Electric  Financial  Services,  Inc., and General  Electric  Company as
defendants.  The  Partnership  is not named as a defendant in this  action.  The
action purports to be on behalf of "approximately  20,000 persons throughout the
United States" who purchased units in Polaris  Aircraft Income Funds III through
VI. The  amended  complaint  sets  forth  various  causes of action  purportedly
arising in connection with the public  offerings of Polaris Aircraft Income Fund
III,  Polaris  Aircraft  Income  Fund IV,  Polaris  Aircraft  Income Fund V, and
Polaris  Aircraft  Income Fund VI.  Specifically,  plaintiffs  assert claims for
violation  of  Sections  12(2)  and 15 of the  Securities  Act of  1933,  fraud,
negligent  misrepresentation,  breach of fiduciary  duty,  breach of third party
beneficiary  contract,  violation  of NASD  Rules of Fair  Practice,  breach  of
implied covenant, and breach of contract.  Plaintiffs seek compensatory damages,
interest,  punitive  damages,  costs and  attorneys'  fees, as well as any other
relief the court deems just and proper.  Plaintiffs  filed a motion for leave to
file a second amended complaint,  which was granted on October 3, 1995. On March
18,  1996,  plaintiffs  moved  for  class  certification.  On the  eve of  class
discovery,  April 26, 1996, plaintiffs moved for a voluntary dismissal of Counts
I and II (claims  brought  pursuant to the Securities Act of 1933) of the Second
Amended  Complaint  and  simultaneously  filed a motion to remand this action to
state court for lack of federal  jurisdiction.  Plaintiff's motion for voluntary
dismissal  of the  federal  securities  law claims  and  motion for remand  were
granted  on July 10,  1996.  On  December  18,  1997,  the  Court  ordered  that
plaintiffs  show good  cause why the  action  should  not be  dismissed  without
prejudice for lack of prosecution.  On January 14, 1998, a hearing was held with
respect to the order to show  cause,  and the Court  determined  that the action
should be dismissed without prejudice for lack of prosecution.

On or around April 13, 1995, a class action complaint entitled B & L Industries,
Inc., et al. v. Polaris Holding  Company,  et al. was filed in the Supreme Court
of the State of New York.  The  complaint  names as defendants  Polaris  Holding
Company,  Polaris Aircraft Leasing  Corporation,  Polaris Investment  Management
Corporation,   Polaris  Securities  Corporation,  Peter  G.  Pfendler,  Marc  P.
Desautels,  General Electric  Capital  Corporation,  General Electric  Financial
Services, Inc., General Electric Company, Prudential Securities Inc., and Kidder
Peabody & Company  Incorporated.  The Partnership is not named as a defendant in
this action.  The  complaint  sets forth  various  causes of action  purportedly
arising  out of the public  offerings  of Polaris  Aircraft  Income Fund III and
Polaris Aircraft Income Fund IV.  Plaintiffs  allege claims of fraud,  negligent
misrepresentation, breach of fiduciary duty, knowingly inducing or participating
in  breach  of  fiduciary  duty,  breach of third  party  beneficiary  contract,
violation of NASD Rules of Fair Practice, breach of implied covenant, and unjust
enrichment.   Plaintiffs   seek   compensatory   damages,   interest,   general,


                                       27
<PAGE>

consequential   and  incidental   damages,   exemplary  and  punitive   damages,
disgorgement,  rescission,  costs,  attorneys'  fees,  accountants' and experts'
fees,  and other legal and equitable  relief as the court deems just and proper.
On August 16, 1996,  defendants  filed a motion to dismiss  plaintiffs'  amended
complaint.  On October 8, 1997, this action was  discontinued  with prejudice by
stipulation of the parties.

On or around  September  27, 1995, a complaint  entitled  Martha J.  Harrison v.
General Electric  Company,  et al. was filed in the Civil District Court for the
Parish of Orleans, State of Louisiana. The complaint names as defendants General
Electric Company and Prudential Securities Incorporated.  The Partnership is not
named as a defendant in this action. Plaintiff alleges claims of tort, breach of
fiduciary duty in tort,  contract and  quasi-contract,  violation of sections of
the Louisiana Blue Sky Law and violation of the Louisiana  Civil Code concerning
the inducement and solicitation of purchases  arising out of the public offering
of Polaris  Aircraft  Income  Fund IV.  Plaintiff  seeks  compensatory  damages,
attorney's fees, interest, costs and general relief.

On or around December 8, 1995, a complaint  entitled  Overby,  et al. v. General
Electric Company, et al. was filed in the Civil District Court for the Parish of
Orleans, State of Louisiana.  The complaint names as defendants General Electric
Company and General Electric Capital  Corporation.  The Partnership is not named
as a defendant  in this  action.  Plaintiffs  allege  claims of tort,  breach of
fiduciary duty, in tort, contract and  quasi-contract,  violation of sections of
the  Louisiana  Blue  Sky Law  and  violation  of the  Louisiana  Civil  Code in
connection with the public offering of Polaris Aircraft Income Funds III and IV.
Plaintiffs seek  compensatory  damages,  attorneys'  fees,  interest,  costs and
general relief.

In or around  November  1994,  a  complaint  entitled  Lucy R.  Neeb,  et al. v.
Prudential Securities  Incorporated et al. was filed in the Civil District Court
for the Parish of Orleans, State of Louisiana. The complaint named as defendants
Prudential  Securities,  Incorporated  and Stephen Derby  Gisclair.  On or about
December 20, 1995,  plaintiffs filed a First  Supplemental and Amending Petition
adding as additional  defendants  General  Electric  Company,  General  Electric
Capital  Corporation  and Smith Barney,  Inc. The  Partnership is not named as a
defendant in this action.  Plaintiffs allege claims of tort, breach of fiduciary
duty,  in tort,  contract  and  quasi-contract,  violation  of  sections  of the
Louisiana  Blue Sky Law and violation of the Louisiana  Civil Code in connection
with the public offering of Polaris Aircraft Income Funds III and IV. Plaintiffs
seek compensatory damages, attorneys' fees, interest, costs and general relief.

In or about  January of 1995,  a complaint  entitled  Albert B.  Murphy,  Jr. v.
Prudential Securities, Incorporated et al. was filed in the Civil District Court
for the Parish of Orleans, State of Louisiana. The complaint named as defendants
Prudential  Securities  Incorporated  and Stephen  Derby  Gisclair.  On or about
January 18, 1996,  plaintiff filed a First  Supplemental  and Amending  Petition
adding  defendants   General  Electric  Company  and  General  Electric  Capital
Corporation.  The  Partnership  is not  named  as a  defendant  in this  action.
Plaintiff alleges claims of tort, breach of fiduciary duty in tort, contract and
quasi-contract,  violation  of  sections  of the  Louisiana  Blue  Sky  Law  and
violation of the Louisiana  Civil Code in connection with the public offering of
Polaris Aircraft Income Funds III and IV. Plaintiffs seek compensatory  damages,
attorneys' fees, interest, costs and general relief.


                                       28

<PAGE>

On or about January 22, 1996, a complaint entitled Mrs. Rita Chambers, et al. v.
General  Electric  Co.,  et al.  was filed in the Civil  District  Court for the
Parish of Orleans, State of Louisiana. The complaint names as defendants General
Electric Company and General Electric  Capital  Corporation.  The Partnership is
not named as a  defendant  in this  action.  Plaintiffs  allege  claims of tort,
breach of  fiduciary  duty in tort,  contract and  quasi-contract,  violation of
sections of the Louisiana Blue Sky Law and violation of the Louisiana Civil Code
in  connection  with the public  offering  of Polaris  Aircraft  Income Fund IV.
Plaintiffs seek  compensatory  damages,  attorneys'  fees,  interest,  costs and
general relief.

In or  around  December  1994,  a  complaint  entitled  John J.  Jones,  Jr.  v.
Prudential Securities  Incorporated et al. was filed in the Civil District Court
for the Parish of Orleans, State of Louisiana. The complaint named as defendants
Prudential  Securities,  Incorporated  and Stephen Derby  Gisclair.  On or about
March 29, 1996,  plaintiffs  filed a First  Supplemental  and Amending  Petition
adding as additional  defendants  General  Electric Company and General Electric
Capital Corporation. The Partnership is not named as a defendant in this action.
Plaintiff alleges claims of tort, breach of fiduciary duty in tort, contract and
quasi-contract, violation of section of the Louisiana Blue Sky Law and violation
of the Louisiana  Civil Code  concerning  the  inducement  and  solicitation  of
purchases  arising out of the public  offering of Polaris  Aircraft  Income Fund
III. Plaintiff seeks compensatory damages,  attorneys' fees, interest, costs and
general relief.

On or around  February  16,  1996, a complaint  entitled  Henry Arwe,  et al. v.
General Electric  Company,  et al. was filed in the Civil District Court for the
Parish of Orleans, State of Louisiana. The complaint named as defendants General
Electric Company and General Electric  Capital  Corporation.  The Partnership is
not named as a  defendant  in this  action.  Plaintiffs  allege  claims of tort,
breach of  fiduciary  duty in tort,  contract and  quasi-contract,  violation of
sections of the Louisiana Blue Sky Law and violation of the Louisiana Civil Code
concerning  the  inducement  and  solicitation  of purchases  arising out of the
public  offering of Polaris  Aircraft  Income Funds III and IV.  Plaintiffs seek
compensatory damages, attorneys' fees, interest, costs and general relief.

On or about May 7, 1996, a petition  entitled  Charles  Rich,  et al. v. General
Electric Company and General Electric Capital Corporation was filed in the Civil
District  Court for the Parish of Orleans,  State of  Louisiana.  The  complaint
names as  defendants  General  Electric  Company  and General  Electric  Capital
Corporation.  The  Partnership  is not  named  as a  defendant  in this  action.
Plaintiffs  allege claims of tort concerning the inducement and  solicitation of
purchases  arising out of the public  offering of Polaris  Aircraft Income Funds
III and IV. Plaintiffs seek  compensatory  damages,  attorneys' fees,  interest,
costs and general relief.

On or about March 4, 1996,  a petition  entitled  Richard J.  McGiven v. General
Electric Company and General Electric Capital Corporation was filed in the Civil
District  Court for the Parish of Orleans,  State of  Louisiana.  The  complaint
names as  defendants  General  Electric  Company  and General  Electric  Capital
Corporation.  The  Partnership  is not  named  as a  defendant  in this  action.
Plaintiff  alleges claims of tort concerning the inducement and  solicitation of
purchases  arising out of the public offering of Polaris Aircraft Income Fund V.
Plaintiff seeks  compensatory  damages,  attorneys'  fees,  interest,  costs and
general relief.


                                       29
<PAGE>


On or about March 4, 1996, a petition  entitled Alex M. Wade v. General Electric
Company and General Electric Capital Corporation was filed in the Civil District
Court for the Parish of Orleans,  State of  Louisiana.  The  complaint  names as
defendants  General Electric  Company and General Electric Capital  Corporation.
The  Partnership is not named as a defendant in this action.  Plaintiff  alleges
claims of tort concerning the inducement and  solicitation of purchases  arising
out of the public  offering of Polaris  Aircraft  Income Fund V. Plaintiff seeks
compensatory damages, attorneys' fees, interest, costs and general relief.

The following  actions were settled pursuant to a settlement  agreement  entered
into on June 6, 1997.  An  additional  settlement  agreement was entered into on
November 19, 1997 with certain  plaintiffs who had refused to participate in the
first settlement:

A complaint  entitled Joyce H. McDevitt,  et al. v. Polaris Holding Company,  et
al., which was filed in the Superior Court of the State of California, County of
Sacramento, on or about October 15, 1996, by individual plaintiffs who purchased
limited  partnership  units in Polaris Aircraft Income Funds I-VI. The complaint
names Polaris Holding Company,  Polaris Aircraft  Leasing  Corporation,  Polaris
Investment Management Corporation,  Polaris Securities Corporation,  Polaris Jet
Leasing,  Inc.,  Polaris  Technical  Services,  Inc.,  General Electric Company,
General Electric Financial Services, Inc., General Electric Capital Corporation,
General  Electric  Credit   Corporation  and  Does  1-100  as  defendants.   The
Partnership  is not named as a defendant in this action.  The complaint  alleges
violations of state common law,  including fraud,  negligent  misrepresentation,
breach  of  fiduciary  duty,  and  violations  of  the  rules  of  the  National
Association of Securities Dealers.  The complaint seeks to recover  compensatory
damages and punitive damages in an unspecified amount,  interest, and rescission
with respect to Polaris Aircraft Income Funds I-VI.

A complaint  entitled Mary Grant Tarrer, et al. vs. Kidder Peabody & Co.,et al.,
which was filed in the  Superior  Court of the  State of  California,  County of
Sacramento, on or about October 16, 1996, by individual plaintiffs who purchased
limited  partnership  units in Polaris  Aircraft  Income  Funds III-VI and other
limited partnerships sold by Kidder Peabody. The complaint names Kidder, Peabody
& Co. Incorporated,  KP Realty Advisors,  Inc., Polaris Holding Company, Polaris
Aircraft Leasing Corporation, Polaris Investment Management Corporation, Polaris
Securities  Corporation,  Polaris Jet Leasing, Inc., Polaris Technical Services,
Inc.,  General Electric  Company,  General Electric  Financial  Services,  Inc.,
General Electric Capital  Corporation,  General Electric Credit  Corporation and
Does 1-100 as  defendants.  The  Partnership is not named as a defendant in this
action.  The complaint alleges  violations of state common law, including fraud,
negligent  misrepresentation,  breach of fiduciary  duty,  and violations of the
rules of the National  Association of Securities Dealers. The complaint seeks to
recover  compensatory  damages and punitive  damages in an  unspecified  amount,
interest,  and rescission  with respect to Polaris  Aircraft Income Funds III-VI
and all other limited  partnerships  alleged to have been sold by Kidder Peabody
to the plaintiffs.


                                       30
<PAGE>


A complaint  entitled Janet K. Johnson,  et al. v. Polaris Holding  Company,  et
al., which was filed in the Superior Court of the State of California, County of
Sacramento, on or about November 6, 1996, by individual plaintiffs who purchased
limited  partnership  units in Polaris Aircraft Income Funds I-VI. The complaint
names Polaris Holding Company,  Polaris Aircraft  Leasing  Corporation,  Polaris
Investment Management Corporation,  Polaris Securities Corporation,  Polaris Jet
Leasing,  Inc.,  Polaris  Technical  Services,  Inc.,  General Electric Company,
General Electric Financial Services, Inc., General Electric Capital Corporation,
General  Electric  Credit   Corporation  and  Does  1-100  as  defendants.   The
Partnership  is not named as a defendant in this action.  The complaint  alleges
violations of state common law,  including fraud,  negligent  misrepresentation,
breach  of  fiduciary  duty,  and  violations  of  the  rules  of  the  National
Association of Securities Dealers.  The complaint seeks to recover  compensatory
damages and punitive damages in an unspecified amount,  interest, and rescission
with respect to Polaris Aircraft Income Funds I-VI.

A complaint entitled Wayne W. Kuntz, et al. v. Polaris Holding Company,  et al.,
which was filed in the  Superior  Court of the  State of  California,  County of
Sacramento,  on or  about  November  13,  1996,  by  individual  plaintiffs  who
purchased  limited  partnership units in Polaris Aircraft Income Funds I-VI. The
complaint names Polaris Holding Company,  Polaris Aircraft Leasing  Corporation,
Polaris  Investment  Management  Corporation,  Polaris  Securities  Corporation,
Polaris Jet Leasing,  Inc., Polaris Technical  Services,  Inc., General Electric
Company,  General Electric  Financial  Services,  Inc., General Electric Capital
Corporation,  General Electric Credit  Corporation and Does 1-100 as defendants.
The  Partnership  is not named as a  defendant  in this  action.  The  complaint
alleges   violations   of  state   common  law,   including   fraud,   negligent
misrepresentation,  breach of fiduciary duty, and violations of the rules of the
National  Association  of Securities  Dealers.  The  complaint  seeks to recover
compensatory  damages and punitive damages in an unspecified  amount,  interest,
and rescission with respect to Polaris Aircraft Income Funds I-VI.

A complaint  entitled Thelma Abrams, et al. v. Polaris Holding Company,  et al.,
which was filed in the  Superior  Court of the  State of  California,  County of
Sacramento,  on or  about  November  26,  1996,  by  individual  plaintiffs  who
purchased  limited  partnership units in Polaris Aircraft Income Funds I-VI. The
complaint names Polaris Holding Company,  Polaris Aircraft Leasing  Corporation,
Polaris  Investment  Management  Corporation,  Polaris  Securities  Corporation,
Polaris Jet Leasing,  Inc., Polaris Technical  Services,  Inc., General Electric
Company,  General Electric  Financial  Services,  Inc., General Electric Capital
Corporation,  General Electric Credit  Corporation and Does 1-100 as defendants.
The  Partnership  is not named as a  defendant  in this  action.  The  complaint
alleges   violations   of  state   common  law,   including   fraud,   negligent
misrepresentation,  breach of fiduciary duty, and violations of the rules of the
National  Association  of Securities  Dealers.  The  complaint  seeks to recover
compensatory  damages and punitive damages in an unspecified  amount,  interest,
and rescission with respect to Polaris Aircraft Income Funds I-VI.

A complaint entitled Enita Elphick, et al. v. Kidder Peabody & Co.,et al., which
was  filed  in the  Superior  Court  of  the  State  of  California,  County  of
Sacramento,  by individual plaintiffs who purchased limited partnership units in
Polaris  Aircraft  Income Funds III-VI and other  limited  partnerships  sold by
Kidder  Peabody.  The complaint  names Kidder,  Peabody & Co.  Incorporated,  KP
Realty  Advisors,  Inc.,  Polaris  Holding  Company,  Polaris  Aircraft  Leasing
Corporation,  Polaris  Investment  Management  Corporation,  Polaris  Securities
Corporation,  Polaris Jet  Leasing,  Inc.,  Polaris  Technical  Services,  Inc.,
General Electric Company,  General Electric  Financial  Services,  Inc., General


                                       31
<PAGE>

Electric Capital Corporation, General Electric Credit Corporation and Does 1-100
as defendants.  The Partnership is not named as a defendant in this action.  The
complaint  alleges  violations of state common law,  including fraud,  negligent
misrepresentation,  breach of fiduciary duty, and violations of the rules of the
National  Association  of Securities  Dealers.  The  complaint  seeks to recover
compensatory  damages and punitive damages in an unspecified  amount,  interest,
and  rescission  with  respect to Polaris  Aircraft  Income Funds III-VI and all
other limited  partnerships  alleged to have been sold by Kidder  Peabody to the
plaintiffs.

A complaint  entitled George Zicos, et al. v. Polaris Holding  Company,  et al.,
which was filed in the  Superior  Court of the  State of  California,  County of
Sacramento,  on or  about  February  14,  1997,  by  individual  plaintiffs  who
purchased  limited  partnership units in Polaris Aircraft Income Funds I-VI. The
complaint names Polaris Holding Company,  Polaris Aircraft Leasing  Corporation,
Polaris  Investment  Management  Corporation,  Polaris  Securities  Corporation,
Polaris Jet Leasing,  Inc., Polaris Technical  Services,  Inc., General Electric
Company,  General Electric  Financial  Services,  Inc., General Electric Capital
Corporation,  General Electric Credit  Corporation and Does 1-100 as defendants.
The  Partnership  is not named as a  defendant  in this  action.  The  complaint
alleges   violations   of  state   common  law,   including   fraud,   negligent
misrepresentation,  breach of fiduciary duty, and violations of the rules of the
National  Association  of Securities  Dealers.  The  complaint  seeks to recover
compensatory  damages and punitive damages in an unspecified  amount,  interest,
and rescission with respect to Polaris Aircraft Income Funds I-VI.

Three  complaints  which were filed on or about March 21,  1997 in the  Superior
Court of the State of  California,  County of  Sacramento  naming as  defendants
Kidder,  Peabody &  Company,  Incorporated,  Polaris  Holding  Company,  Polaris
Aircraft Leasing Corporation, Polaris Investment Management Corporation, Polaris
Securities  Corporation,  Polaris Jet Leasing, Inc., Polaris Technical Services,
Inc.,  General Electric  Company,  General Electric  Capital  Services,  General
Electric Capital  Corporation,  GE Capital Aviation Services and Does 1-100. The
first complaint,  entitled Michael J. Ouellette, et al. v. Kidder Peabody & Co.,
et al.,  was  filed  by over 50  individual  plaintiffs  who  purchased  limited
partnership  units in one or more of Polaris  Aircraft  Income  Funds I-VI.  The
second  complaint,  entitled Thelma A. Rolph, et al. v. Polaris Holding Company,
et al.,  was  filed by over 500  individual  plaintiffs  who  purchased  limited
partnership  units in one or more of Polaris  Aircraft  Income  Funds I-VI.  The
third complaint,  entitled Carl L. Self, et al. v. Polaris Holding  Company,  et
al.,  was  filed  by  over  500  individual  plaintiffs  who  purchased  limited
partnership  units in one or more of Polaris  Aircraft  Income Funds I-VI.  Each
complaint  alleges  violations of state common law,  including fraud,  negligent
misrepresentation  and breach of fiduciary  duty, and violations of the rules of
the National  Association of Securities  Dealers,  Inc. Each complaint  seeks to
recover  compensatory  damages and punitive  damages in an  unspecified  amount,
interest and rescission  with respect to Polaris  Aircraft Income Funds I-VI and
all other limited  partnerships  alleged to have been sold by Kidder  Peabody to
the plaintiffs.

A summons and First Amended Complaint  entitled Sara J. Bishop, et al. v. Kidder
Peabody & Co.,  et al.,  which was filed in the  Superior  Court of the State of
California, County of Sacramento, on or about April 9, 1996, by over one hundred
individual  plaintiffs  who  purchased  limited  partnership  units  in  Polaris
Aircraft Income Funds III, IV, V and VI and other limited  partnerships  sold by
Kidder  Peabody.  The complaint  names Kidder,  Peabody & Co.  Incorporated,  KP
Realty  Advisors,  Inc.,  Polaris  Holding  Company,  Polaris  Aircraft  Leasing
Corporation,  Polaris  Investment  Management  Corporation,  Polaris  Securities


                                       32
<PAGE>

Corporation,  Polaris Jet  Leasing,  Inc.,  Polaris  Technical  Services,  Inc.,
General Electric Company,  General Electric  Financial  Services,  Inc., General
Electric Capital Corporation, General Electric Credit Corporation and Does 1-100
as  defendants.  The  Partnership  is not named as a  defendant  in any of these
actions.  The complaint alleges violations of state common law, including fraud,
negligent  misrepresentation,  breach of fiduciary  duty,  and violations of the
rules of the National  Association of Securities Dealers. The complaint seeks to
recover  compensatory  damages and punitive  damages in an  unspecified  amount,
interest,  and rescission  with respect to Polaris  Aircraft Income Funds III-VI
and all other limited  partnerships  alleged to have been sold by Kidder Peabody
to the plaintiffs.

A complaint  entitled Wilson et al. v. Polaris Holding Company et al., which was
filed  in the  Superior  Court of the  State of  California  for the  County  of
Sacramento,  on October 1, 1996, by over 500 individual plaintiffs who purchased
limited  partnership  units in one or more of Polaris  Aircraft  Income  Funds I
through VI. The  complaint  names  Polaris  Holding  Company,  Polaris  Aircraft
Leasing  Corporation,   Polaris  Investment  Management   Corporation,   Polaris
Securities  Corporation,  Polaris Jet Leasing, Inc., Polaris Technical Services,
Inc., General Electric Company, General Electric Capital Services, Inc., General
Electric Capital Corporation,  GE Capital Aviation Services, Inc. and Does 1-100
as defendants.  The Partnership has not been named as a defendant. The complaint
alleges   violations   of  state   common  law,   including   fraud,   negligent
misrepresentation, negligence, breach of contract, and breach of fiduciary duty.
The complaint seeks to recover  compensatory  damages and punitive damages in an
unspecified amount, interest and rescission with respect to the Polaris Aircraft
Income Funds sold to plaintiffs.


Other  Proceedings - Part I, Item 3 discusses  certain other actions arising out
of certain public  offerings,  including that of the Partnership,  to which both
the Partnership and its general partner are parties.

Disclosure pursuant to Section 16, Item 405 of Regulation S-K:

Based  solely on its  review of the  copies of such  forms  received  or written
representations  from  certain  reporting  persons that no Forms 3, 4, or 5 were
required for those  persons,  the  Partnership  believes  that,  during 1997 all
filing requirements  applicable to its officers,  directors and greater than ten
percent beneficial owners were met.


Item 11. Executive Compensation

PAIF-VI has no directors or  officers.  PAIF-VI is managed by PIMC,  the General
Partner.  No management or advisory fees were paid to PIMC in 1997. As described
in Note 5 to the financial  statements  (Item 8), PIMC received a 5% interest in
all cash distributions of the Partnership during 1997.


Item 12. Security Ownership of Certain Beneficial Owners and Management

     a)  No person  owns of record,  or is known by PAIF-VI to own  beneficially
         more than five percent of any class of voting securities of PAIF-VI.


                                       33
<PAGE>


     b) The General Partner of PAIF-VI owns the equity  securities of PAIF-VI as
set forth in the following table:

         Title        Name of               Amount and Nature of        Percent
        of Class   Beneficial Owner         Beneficial Ownership       of Class
        --------   ----------------         --------------------       --------
        General    Polaris Investment  Represents a 10.0% interest       100%
        Partner    Management          of all cash distributions,
        Interest   Corporation         gross income in an amount
                                       equal to 9.09% of distributed
                                       cash available from operations,
                                       and a 1% interest in net income
                                       or loss

     c)  There are no arrangements known to PAIF-VI, including any pledge by any
         person  of  securities  of  PAIF-VI,  the  operation  of which may at a
         subsequent date result in a change in control of PAIF-VI.


Item 13. Certain Relationships and Related Transactions

None.


                                       34
<PAGE>


                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

1. Financial Statements.

   The following are included in Part II of this report:
                                                                Page No.
                                                                --------
          Report of Independent Public Accountants                 11
          Balance Sheets                                           12
          Statements of Operations                                 13
          Statements of Changes in Partners' Capital (Deficit)     14
          Statements of Cash Flows                                 15
          Notes to Financial Statements                            16

2. Reports on Form 8-K.

   No reports on Form 8-K were filed during the quarter ended December 31, 1997.

3. Exhibits required to be filed by Item 601 of Regulation S-K.

   27. Financial Data Schedule (in electronic format only).

4. Financial Statement Schedules.

   All  financial  statement  schedules  are omitted  because they are not
   applicable,  not  required  or  because  the  required  information  is
   included in the financial statements or notes thereto.



                                       35
<PAGE>


                                   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.


                                      POLARIS AIRCRAFT INCOME FUND VI,
                                      A California Limited Partnership
                                      (REGISTRANT)
                                      By: Polaris Investment
                                          Management Corporation
                                          General Partner




     March 27, 1998                 By: /S/ Eric M. Dull
---------------------------             ----------------
         Date                           Eric M. Dull, President


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.


       Signature            Title                                    Date

    /S/Eric M. Dull       President and Director of               March 27, 1998
    ---------------       Polaris Investment Management           --------------
    (Eric M. Dull)        Corporation, General Partner of
                          the Registrant

    /S/Marc A. Meiches    Chief Financial Officer                 March 27, 1998
    ------------------    of Polaris Investment                   --------------
    (Marc A. Meiches)     Management Corporation,
                          General Partner of the
                          Registrant

    /S/Richard J. Adams   Director of Polaris Investment          March 27, 1998
    -------------------   Management Corporation,                 --------------
    (Richard J. Adams)    General Partner of the Registrant




                                       36