TEXTAINER FINANCIAL SERVICES CORPORATION
                        650 California Street, 16th Floor
                             San Francisco, CA 94108


March 27, 1997


Securities and Exchange Commission
Washington, DC  20549

Gentlemen:

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  we are
submitting  herewith for filing on behalf of Textainer Equipment Income Fund VI,
L.P. (the  "Partnership")  the Partnership's  Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.

The financial  statements  included in the enclosed Annual Report on Form 10K do
not reflect a change from the  preceding  year in any  accounting  principles or
practices, or in the method of applying any such principles or practices.

This filing is being effected by direct  transmission to the Commission's  EDGAR
System.

Sincerely,

Nadine Forsman
Controller
<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                              Washington DC 20549

                                    FORM 10K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1996

                         Commission file number 33-99534

                     TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
            (Exact name of Registrant as specified in its charter)

     California                                                   94-3220152
(State or other jurisdiction                                    (IRS Employer
of incorporation or organization)                            Identification No.)

         650 California Street, 16th Floor, San Francisco, CA 94108
          (Address of Principal Executive Offices)      (ZIP Code)

            Registrant's telephone number, including area code:
                              (415) 434-0551

Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

Securities registered pursuant to Section 12(g) of the Act:

                                      NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. 
[ X ]

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.
[  ]

State the aggregate  market value of the voting stock held by  nonaffiliates  of
the Registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold,  or the  average  bid and ask  prices of such
stock, as of a specified date within 60 days prior to the date of the filing.

Not Applicable.

Documents Incorporated by Reference

The Registrant's Prospectus as contained in Pre-Effective Amendment No. 4 to the
Registrant's  Registration  Statement,  as filed with the  Commission on May 10,
1996 and  supplemented  by Supplement No. 1, as filed with the Commission  under
Rule 424(b) of the Securities Exchange Act of 1933 on March 24, 1997.


<PAGE>

                                     PART I


ITEM 1   DESCRIPTION OF BUSINESS

For more detailed information about the Registrant's  business, see "Business of
the Partnership" in the Prospectus as supplemented.

(a)      General Development of Business

                          (Dollar amounts in thousands)

         The Registrant is a California  limited  partnership formed on February
         1, 1995 (Inception  Date) to purchase,  own,  operate,  lease, and sell
         equipment  (the  Equipment)  used in the  containerized  cargo shipping
         industry.  The Registrant commenced offering units representing limited
         partnership  interests  (Units)  to the  public  on  May  10,  1996  in
         accordance with its  Registration  Statement.  As of December 31, 1996,
         the Registrant had raised a total of $25,133 from the offering. The use
         of those proceeds is summarized as follows:
<TABLE>
<CAPTION>

                                                                               AMOUNT              %

<S>                                                                              <C>            <C> 
                  Gross Proceeds                                                 $ 25,133       100%
                                                                                   ======       ====

                  Public Offering Expenses:
                       Commissions                                              $   2,262         9%
                  Purchases of Equipment                                           22,620        90%
                  Initial Working Capital Reserve                                     251         1%
                                                                                 --------       ----

                                                                                 $ 25,133       100%
                                                                                   ======       ====

</TABLE>
         The Managing General Partner has decided to terminate the Partnership's
         offering effective April 30, 1997. The primary reason for this decision
         is the current  decrease in demand for  containers  and the  associated
         decline in lease rates and  utilization,  which is discussed more fully
         under "Management's  Discussion and Analysis of Financial Condition and
         Results  of  Operations".  Funds  raised in the public  offering  (less
         commissions  and reserves) have been, and will continue to be, invested
         in containers.

         See  Item 10  herein  for a  description  of the  Registrant's  General
         Partners.

(b)      Financial Information About Industry Segments

         Inapplicable.

(c)      Narrative Description of Business

(c)(1)(i)         A container leasing  company  generally,  and  the  Registrant
                  specifically,   is  an  operating  business  comparable  to  a
                  rental car business.  A customer can lease a car from  a  bank
                  leasing department for a monthly charge which  represents  the
                  cost of the car, plus interest, amortized over the term of the
                  lease; or the customer can rent the same car from a rental car
                  company at a much  higher daily lease rate.  The  customer  is
                  willing to pay the higher  daily rate for  the convenience and
                  value-added features  provided by the rental car company,  the
                  most  important  of  which  is  the ability to pick up the car
                  where it is most  convenient,  use it for the  desired  period
                  of  time,  and then drop it off at a  location  convenient  to
                  the  customer. Rental car companies compete  with one  another
                  on the basis of lease  rates,  availability  of cars,  and the
                  provision of additional  services.  They generate  revenues by
                  maintaining   the   highest   lease   rates  and  the  highest
                  utilization  factors that market  conditions  will allow,  and
                  by augmenting  this  income  with  proceeds  from   sales   of
                  insurance,  drop-off fees, and other special charges.  A large
                  percentage  of lease  revenues  earned by car rental companies
                  are generated under corporate rate agreements  wherein,  for a
                  stated  period  of  time,   employees   of   a   participating
                  corporation can rent cars at specific  terms,  conditions  and
                  rental rates. Buying the cars at fleet prices and selling them
                  in  the  secondary   market  are  also  key  elements  to  the
                  successful operation of a rental car business.

                  Container  leasing  companies and the Registrant  operate in a
                  similar manner by owning and leasing a worldwide  fleet of new
                  and used transportation  containers to international  shipping
                  companies  hauling various types of goods among numerous trade
                  routes. In addition to paying a daily rental rate, all lessees
                  must either provide physical damage and liability insurance or
                  purchase a damage  waiver from the  Registrant,  in which case
                  the  Registrant  agrees  to pay  the  cost  of  repairing  any
                  physical  damage  to  containers  caused by  lessees,  special
                  handling fees and/or  drop-off  charges may also be charged in
                  certain markets.  Container leasing companies compete with one
                  another on the basis of lease rates, availability of equipment
                  and services  provided.  Revenues and profits are generated by
                  maintaining the highest lease rates and the highest  equipment
                  utilization  factors  allowed  by  market  conditions.  Rental
                  revenues from containers  result primarily under master leases
                  which are comparable to the corporate rate  agreements used by
                  rental car companies. The master leases provide that container
                  leasing  customers,  for a specified  period of time, may rent
                  containers  at specific  terms,  conditions  and rental rates.
                  Although  the  terms  of  the  master  lease   governing  each
                  container  do not vary,  the number of  containers  in use can
                  vary from time to time  within the term of the  master  lease.
                  The terms and  conditions of the master lease provide that the
                  lessee  pays a daily  rental  rate  for the  entire  time  the
                  container is in his possession  (whether or not he is actively
                  using it), is responsible for any damage,  and must insure the
                  container against liabilities.  For a more detailed discussion
                  of the leases for the  Partnership's  Equipment,  see "Leasing
                  Policy"   under   "Business   of  the   Partnership"   in  the
                  Registrant's Prospectus, as supplemented. Rental car companies
                  usually  purchase  only new  cars,  but since  containers  are
                  completely  standardized,  a  used  container  in  serviceable
                  condition  usually  rents  for  the  same  rate  as a new  one
                  although  the purchase  price is lower.  The  Registrant  also
                  sells   containers   in  the   course  of  its   business   if
                  opportunities  arise or at the end of the  container's  useful
                  life. See "Business of the  Partnership"  in the  Registrant's
                  Prospectus, as supplemented.

(c)(1)(ii)        Inapplicable.

(c)(1)(iii)       Inapplicable.

(c)(1)(iv)        Inapplicable.

(c)(1)(v)         Inapplicable.

(c)(1)(vi)        Inapplicable.

(c)(1)(vii)       Two lessees had rental billing for the year ended December 31,
                  1996 of 19.44% and 15.19% of the total  rental  billing of the
                  Registrant.  No other single lessee had 10%  or  more  of  the
                  total rental billing of the Registrant.  The  Partnership  has
                  insurance  that  would  cover loss of revenue as a  result  of
                  default  under all its leases  and for the  recovery  cost  or
                  replacement value of all the  containers  including  those  of
                  these  lessees.  The  insurance  covers loss of lease revenues
                  for a specified  period of time, and not  necessarily  for the
                  term of the lease.  The insurance is renewable  annually,  and
                  the  General  Partners  believe  that  it is probable that the
                  Partnership would be able to recover insurance proceeds in the
                  event of a loss.  Because of  this  insurance  and because the
                  Partnership  would likely be able,  over a period of time,  to
                  re-lease any Equipment that was returned to  the  Partnership,
                  the General Partners believe that the loss  of  these  lessees
                  would not have material adverse impact  on  the  Partnership's
                  operating   results.    Because   these  are  forward  looking
                  statements,  there can be no assurance  that events will occur
                  as the General Partners  have  predicted and these  statements
                  could be affected by material  adverse  events in the  future,
                  such   as   the  Partnership's   loss  of   insurance  or  the
                  Partnership's inability to re-lease Equipment that is returned
                  to the Partnership by the lessee.


(c)(1)(viii)      Inapplicable.

(c)(1)(ix)        Inapplicable.

(c)(1)(x)         There  are  approximately  80  container  leasing companies of
                  which  the  top  ten  control  approximately  93% of the total
                  equipment held by all container leasing companies. The top two
                  container  leasing  companies  control  approximately 28% each
                  of   the   total  equipment  held  by  all  container  leasing
                  companies.   Textainer  Equipment   Management   Limited,   an
                  Associate General Partner of the Registrant and the manager of
                  its   marine   container   equipment,  is  the  third  largest
                  container  leasing  company and controls  approximately  9% of
                  the equipment held by  all container  leasing  companies.  The
                  Registrant  alone  is  not  a  material  participant  in   the
                  worldwide  container  leasing  market.  The principal  methods
                  of  competition  are  price  and  the  provision  of worldwide
                  service to the international shipping community. Additionally,
                  shipping alliances and other operational consolidations  among
                  shipping   lines  have  recently  allowed  shipping  lines  to
                  operate with fewer containers,  thereby decreasing  the demand
                  for leased containers.  Competition among lessors, such as the
                  Registrant, has therefore increased.

(c)(1)(xi)        Inapplicable.

(c)(1)(xii)       Inapplicable.

(c)(1)(xiii)      The Registrant has no employees. Textainer Capital Corporation
                  (TCC),  the managing  General  Partner of the  Registrant,  is
                  responsible for the overall  management of the business of the
                  Registrant   and  has  26   employees.   Textainer   Equipment
                  Management  Limited (TEM), an Associate  General  Partner,  is
                  responsible  for the  management of the leasing  operations of
                  the Registrant and has a total of 138 employees.

(d)      Financial Information about Foreign and Domestic Operations and  Export
         Sales.

         The  Registrant  is involved in the leasing of shipping  containers  to
         international   shipping   companies   for  use  in  world   trade  and
         approximately  7.32% of the Registrant's rental revenue during the year
         ended  December  31,  1996  was  derived  from  operations  sourced  or
         terminated  domestically  and all rental  revenue  for the period  from
         February  1, 1995  (inception)  to December  31, 1995 was derived  from
         operations sourced or terminated internationally.  This percentage does
         not reflect the proportion of the Partnership's  income from operations
         generated in domestic waterways. Substantially all of the Partnership's
         income  from  operations  is derived  from  assets  employed in foreign
         operations.  See "Business of the  Partnership" and for a discussion of
         the risks of leasing  containers for use in world trade, "Risk Factors"
         in the Registrant's Prospectus, as supplemented.


<PAGE>


ITEM 2 - PROPERTIES

As of December 31, 1996, the Registrant owned the following types and quantities
of equipment:
<TABLE>
<CAPTION>

<S>        <C>                                                                                     <C>  
           20-foot standard dry freight containers.........................................        3,423
           40-foot standard dry freight containers.........................................        4,452
           40-foot high cube dry freight containers........................................        1,224
                                                                                                   -----

                                                                                                   9,099
                                                                                                   =====
</TABLE>
During  December 1996,  approximately  84% of these shipping  containers were on
lease to  international  shipping  companies and the balance was being stored at
shipping  container  manufacturers'  locations  and at a large number of storage
depots located worldwide.

During the period from June 17, 1996, when the Registrant had raised its minimum
subscription  amount, to December 31, 1996, the Registrant was in the process of
purchasing its initial portfolio of Equipment.

For  information  about  the  Registrant's   property,   see  "Business  of  the
Partnership" in the Registrant's Prospectus, as supplemented.

ITEM 3 - LEGAL PROCEEDINGS

The Registrant is not subject to any legal proceedings.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

Inapplicable.




<PAGE>



                                     PART II

ITEM 5 - MARKET FOR THE  REGISTRANT'S  COMMON  EQUITY  AND  RELATED  STOCKHOLDER
         MATTERS

(a)      Market Information.

(a)(1)(i)         The units of limited  partnership  in the  Registrant  are not
                  publicly traded and there is no established trading market for
                  such  Units.  The  Registrant  has a program  whereby  Limited
                  Partners may redeem Units for a specified redemption price.

(a)(1)(ii)        Inapplicable

(a)(1)(iii)       Inapplicable.

(a)(1)(iv)        Inapplicable.

(a)(1)(v)         Inapplicable.

(a)(2)            Inapplicable.

(b)      Holders.

(b)(1)            As of January 1, 1997,  there were 1,354  holders of record of
                  limited  partnership  interests in the Registrant.

(b)(2)            Inapplicable.

(c)      Dividends.

         Inapplicable.

For details of the distributions which are made monthly by the Registrant to its
limited partners, see Item 6 "Selected Financial Data".

ITEM 6 - SELECTED FINANCIAL DATA

         (Dollar amounts in thousands except for per unit amounts)
<TABLE>
<CAPTION>
                                                                        Year Ended      Period from Feb. 1,
                                                                       December 31,     1995 (inception) to
                                                                                           December 31,
                                                                           1996                 1995

<S>                                                                     <C>                  <C>
Rental Income..........................................................  $   3,815               732

Net Loss...............................................................  $   (580)             (400)

Net Loss per Unit of Limited Partnership Interest......................  $  (1.33)               N/A

Distributions Per Unit of Limited Partnership Interest.................  $    1.05               N/A

Distributions Per Unit of Limited Partnership Interest
    representing a return of capital...................................  $    1.05               N/A

Total Assets...........................................................  $  30,528            24,239

Outstanding Balance on Revolving Credit Line...........................  $   8,780            21,282
</TABLE>


ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     (Dollar amounts in thousands except for unit and per unit amounts)

The Financial Statements contain information which will assist in evaluating the
financial  condition of the Partnership for the year ended December 31, 1996 and
for the period from  February 1, 1995  (inception)  through  December 31, 1995 .
Please refer to the Financial  Statements  and Notes thereto in connection  with
the following discussion.

Liquidity and Capital Resources

The  Partnership  began its  offering of limited  partnership  interests  to the
public on May 10, 1996. The Partnership received its minimum subscription amount
of $1,100 on June 17, 1996. The  cumulative  proceeds of the offering at the end
of each subsequent quarter was as follows:

<TABLE>
<CAPTION>
<S>                                                                       <C>     
                                 June 30, 1996...................          $  2,371
                                 September 30, 1996..............            13,686
                                 December 31, 1996...............            25,133
</TABLE>

The Managing General Partner has decided to terminate the Partnership's Offering
effective  April 30, 1997.  The primary  reason for this decision is the current
decrease in demand for leased  containers  and the  associated  decline in lease
rates and utilization.  Utilization for the Partnership's  containers was 77% on
average for the year ended December 31, 1996, which means that, on average,  77%
of the Partnership's containers were on lease at any given time. For comparison,
the fleet of containers managed by the General Partners and their Affiliates had
an average  utilization of 90% for the year ended December 31, 1995. The decline
in demand  for leased  containers,  the  Partnership's  principal  business,  is
described more fully below under "Results of Operations".

The decline in demand for leased  containers  has been  accompanied by a drop in
the purchase price of new containers.  Due to this drop in container prices, the
Managing General Partner believes that some additional  investment in containers
is  warranted.  Therefore,  the  Partnership  intends  to invest  any  currently
available  offering  proceeds as well as any funds raised through April 30, 1997
in containers.


The aggregate  purchase  price of the Units sold as of March 14, 1997,  less all
underwriting  commissions,  and  amounts  set  aside for cash  reserves,  or the
proceeds  available to the  Partnership for acquisition of Equipment is $30,035.
As of March 14, 1997,  $29,583 had been used to pay for Equipment and $1,453 had
not yet been spent. The Partnership owned approximately  $23,856 of Equipment at
May 10, 1996, which had been purchased with the  Partnership's  revolving credit
Facility  (the  Facility).  The proceeds of the Offering have been used to repay
that  Facility  and  to  purchase  additional  Equipment.  Additional  Equipment
purchases  have  been  made  both with the  proceeds  of the  Offering  and with
additional borrowings under the Facility.  Current borrowings under the Facility
are $1 million, which is less than the current amount of Offering proceeds still
available for Equipment purchases.

The  Partnership's  policy is to maintain minimum working capital reserves in an
amount equal to 1% of aggregate offering proceeds during the Offering Period and
until  proceeds  received  in the  Offering  (less  reserves)  are  invested  in
Equipment.  Thereafter,  working  capital  reserves may be  established  at such
levels  as the  Managing  General  Partner  deems  necessary  to serve  the best
interest of the  Partnership,  but in no event less than the lesser of (i) 1% of
aggregate  offering  proceeds;  or (ii) $100. (See "Business of the Partnership:
Reserves" in the Prospectus.)  The Partnership  invests working capital and cash
flow from  operations  prior to its  distribution to the partners in short-term,
liquid  investments.  At December 31, 1996, the Partnership's cash of $1,051 was
invested in money market accounts.

During  the  year  ended  December  31,  1996,  the  Partnership  declared  cash
distributions  to  limited  partners  pertaining  to the  period  from July 1996
through  November 1996 in the amount of $416.  These  distributions represent an
annualized return of 10.00% of  original  capital  (measured  on  an  annualized
basis) on each unit. On a GAAP basis all of these distributions were a return of
capital. On a cash basis  all  of  these  distributions  were  from  operations.
Beginning with the cash  distribution  to  Limited  Partners  for the  month  of
April  1997,  the Partnership will make  distributions  on an annualized rate of
9% on each Unit.  This reduction in the Partnership's  distribution  rate  is  a
result of the decline in market conditions described below.

For the year ended December 31, 1996, the  Partnership  had net cash provided by
operating activities of $1,922. For the period from February 1, 1995 (inception)
through December 31, 1995 net cash used in operating  activities totaled $1,610.
The increase was primarily  attributable  to an increase in rental income as the
container fleet grew and utilization improved.

Net cash used in investing  activities  for the year ended December 31, 1996 and
the period  from  February 1, 1995  (inception)  through  December  31, 1995 was
$8,364 and  $21,989,  respectively,  which  primarily  reflects  the amounts the
Partnership has invested in Equipment during these periods due to available cash
resulting from on-going fund-raising activity and borrowings under the Facility.

Net cash provided by financing  activities  for the year ended December 31, 1996
and the period from February 1, 1995  (inception)  through December 31, 1995 was
$7,416 and $23,676, respectively. The decrease in net cash provided by financing
activities  was primarily due to repayments of both the Facility and  borrowings
from  affiliates,  offset by the receipt of  proceeds  from the sales of limited
partnership units.

The Partnership's  Facility has an available limit of $25,000,  expires June 30,
1997,  and is available for Equipment  purchases.  Balances  borrowed  under the
Facility  bear  interest at either the Prime Rate (8.25% at December  31,  1996)
plus .25%, or LIBOR (5.375% at December 30, 1996) plus 1.75%, and are secured by
all assets of the Partnership. The Partnership pays a commitment fee of 1/2% per
annum on the unused  portion of the Facility.  This fee, as well as the interest
on any amounts borrowed,  is payable  quarterly in arrears.  Should the Facility
not be renewed upon its  expiration,  it may, at the  Partnership's  option,  be
converted to a four-year term loan,  with interest at either the Prime Rate plus
2.25%, or LIBOR plus 3.25% The Partnership can borrow an amount up to the sum of
60% of the net book value of Equipment plus the amount of the cash collateral.

On or before termination of its offering of limited partnership interests to the
public, the Partnership  intends to use available offering proceeds to repay the
outstanding  balance under the Facility.  The Partnership  has the right,  under
certain  circumstances,  to ask one of the General  Partners or an  Affiliate to
repay a  portion  of the line of credit  borrowings.  The  Partnership  does not
currently  expect  circumstances  will  require it to request  that the  General
Partners either repay a portion of the Partnership's credit line or purchase any
of the Partnership's Equipment.

At December 31, 1996, the Partnership had borrowed $8,780 under this Facility to
finance Equipment  purchases and maintained  restricted cash collateral deposits
of $991.  The cash  collateral is held in a  market-rate  (4.40% at December 31,
1996),  interest-bearing  checking account. The account is restricted in use and
pledged as collateral for the Facility.  Subsequent to year end, the Partnership
paid down $7,780 on the Facility.

Commitment  fees on the line of  credit  have  totaled  $22 for the  year  ended
December 31, 1996. Interest on the borrowed funds has been paid out of operating
revenues  generated by the Partnership.  Substantially  all of the Partnership's
borrowings are currently bearing interest based on the Prime Rate plus .25%. The
applicable Prime Rate as of March 14, 1997 was 8.25%.

Amounts  payable to TL at December  31, 1995  include  $2,393  which was used to
facilitate  Equipment purchases and make cash collateral deposits required under
the revolving credit  facility.  At September 30, 1996 this amount had been paid
and no  amounts  were  owed to TL for  Equipment  purchases  or cash  collateral
deposits at December 31, 1996.

At December 31, 1996, the Partnership had no commitments to purchase containers.
The  net  cumulative  cost  of  equipment  at the  end  of  each  quarter  after
commencement of operations was as follows:
<TABLE>
<CAPTION>

<S>                                                               <C>     
                                 September 30, 1995............    $ 13,387
                                 December 31, 1995.............      21,708
                                 March 31, 1996................      23,856
                                 June 30, 1996.................      24,933
                                 September 30, 1996............      26,546
                                 December 31, 1996.............      29,402

</TABLE>

Results of Operations

Because  the  Partnership  has only  recently  been  formed,  the results of its
operations for the year ended December 31, 1996 and for the period from February
1, 1995  (inception)  through  December 31, 1995 are not  representative  of the
results expected after the discontinuation of the Offering and the completion of
the purchase of the initial  portfolio of equipment.  The Partnership  sustained
net  losses of $580 and $400  during the year ended  December  31,  1996 and the
period  from   February  1,  1995   (inception)   through   December  31,  1995,
respectively.  These financial results include non-cash depreciation expenses of
$1,561 and $429 for the respective periods.

The  Partnership's  income  (loss)  from  operations,  which  consist  of rental
revenue,  Equipment  depreciation,  direct operating expenses,  management fees,
interest, and reimbursement of administrative  expenses were directly related to
the size of the Equipment  fleet during the year ended December 31, 1996 and the
period from February 1, 1995  (inception) to December 31, 1995. The following is
a  summary  of the size of the  Equipment  fleet  (in  units) at the end of each
quarter during the period from February 1, 1995 (inception) through December 31,
1996.
<TABLE>
<CAPTION>

<S>                                                                 <C>
                                 June 30, 1995.................         198
                                 September 30, 1995............       3,995
                                 December 31, 1995.............       6,614
                                 March 31, 1996................       7,239
                                 June 30, 1996.................       7,596
                                 September 30, 1996............       8,143
                                 December 31, 1996.............       9,099
</TABLE>

Rental  income and direct  operating  expenses  are also  affected  by the lease
utilization  percentages  for the  Equipment  which  were 77% and 57% on average
during  the year  ended  December  31,  1996 and the  period  from  June 1995 to
December 1995, respectively.

The Partnership's  income (loss) from operations for the year ended December 31,
1996 and the period from February 1, 1995  (inception)  to December 31, 1995 was
$926 and ($61), respectively, on rental income of $3,815 and $732, respectively.
The  increase  in  rental  income  was due to the  growth  of the  Partnership's
container  fleet.  The  increases  in direct  container  expenses,  depreciation
expense, management fee expense and administrative expenses from the period from
February 1, 1995 (inception) to December 31, 1995 to the year ended December 31,
1996 related directly to the increase in fleet size.

For the year ended  December 31, 1996,  revenue from two lessees each  accounted
for more than 10% of the Partnership's revenues, with revenues of $741 and $580.
For the period from  February 1, 1995  (inception)  through  December  31, 1995,
three lessees each  accounted for more than 10% of the  Partnership's  revenues,
with  revenues of $185,  $94 and $84. See  "Narrative  Description  of Business"
above.

Container  utilization  began to  decline  in late  1995 and  that  decline  has
persisted  throughout 1996 and into 1997. The General Partners believe that this
decrease in demand for leased containers is the result of recent adverse changes
in  the  business  of  its  shipping  line  customers.   These  changes  consist
principally  of: (i) a general  slowdown  in the  growth of world  containerized
cargo  trade,  particularly  in the  Asia-North  America and  Asia-Europe  trade
routes;  (ii)  over-capacity  resulting from the 1996 and 1997 additions of new,
larger  ships to the  existing  container  ship fleet at a rate in excess of the
growth rate in containerized  cargo trade; and (iii) shipping line alliances and
other  operational  consolidations  that have allowed  shipping lines to operate
with fewer containers,  thereby decreasing the demand for leased containers. The
container  ship  over-capacity  in  particular  led  to  lower  shipping  rates,
resulting in shipping lines' need to reduce operating costs. The drive to reduce
costs,  coupled  with  the  availability  of  inexpensive  financing  and  lower
container prices,  encouraged  shipping lines to purchase,  rather than lease, a
greater  number of new containers in 1996 than in previous  years.  All of these
factors  have led to downward  pressure on container  lease rates,  a decline in
utilization  of leased  containers,  and an increase in leasing  incentives  and
other  discounts being granted to shipping lines by container  lessors,  further
eroding  Partnership  profitability.  For the near term, the General Partners do
not foresee any changes in this  outlook and caution that both  utilization  and
lease rates could  continue to decline,  adversely  affecting the  Partnership's
operating results.

Although  substantially  all of the  Partnership's  income  from  operations  is
derived from assets employed in foreign operations, virtually all of this income
is  denominated  in United  States  dollars.  The  Partnership's  customers  are
international  shipping  lines  which  transport  goods on  international  trade
routes.  The  domicile  of the lessee is not  indicative  of where the lessee is
transporting  the  Equipment.  The  Partnership's  business  risk in its foreign
operations lies with the  creditworthiness of the lessees, and the Partnership's
ability to keep the Equipment under lease,  rather than the geographic  location
of the  Equipment  or the domicile of the  lessees.  The  Equipment is generally
operated on the international  high seas rather than on the domestic  waterways.
The  Equipment  is subject to the risk of war or other  political,  economic  or
social  occurrence  where the Equipment is used, which may result in the loss of
Equipment,  which,  in turn,  may have a  material  impact on the  Partnership's
results of operations  and  financial  condition.  The General  Partners are not
aware of any  conditions as of December 31, 1996 which would result in such risk
materializing.

Other risks of the Partnership's  leasing  operations include  competition,  the
cost of  repositioning  Equipment  after  it  comes  off-lease,  the  risk of an
uninsured  loss,  increases in maintenance  expenses or other costs of operating
the  Equipment,  and the effect of world trade,  industry  trends and/or general
business and economic cycles on the Partnership's operations. See "Risk Factors"
in the Partnership's Prospectus, as supplemented,  for additional information on
risks of the Partnership's business.


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Attached pages 11 to 23.


<PAGE>















                           Independent Auditors' Report



The Partners
Textainer Equipment Income Fund VI, L.P.:

We have audited the  accompanying  balance sheets of Textainer  Equipment Income
Fund VI, L.P. (a  California  limited  partnership)  as of December 31, 1996 and
1995 and the related  statements of operations,  partners' capital (deficit) and
cash flows for the year ended  December 31, 1995 and the period from February 1,
1995  (inception)  to December  31, 1995.  These  financial  statements  are the
responsibility of the Partnership's management. 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 audits 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
management,  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 Textainer Equipment Income Fund
VI, L.P. as of December 31, 1996 and 1995 and the results of its operations, its
partners'  capital (deficit) and its cash flows for the years ended December 31,
1996 and the period from February 1, 1995  (inception)  to December 31, 1995, in
conformity with generally accepted accounting principles.



                              KPMG Peat Marwick LLP


San Francisco, California
February 17, 1997


<PAGE>

                  TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
                     (a California limited partnership)

                             Balance Sheets

                         December 31, 1996 and 1995
                           (Amounts in thousands)
<TABLE>
<CAPTION>

                                                                        1996                    1995
                                                                   ----------------        ---------------


<S>                                                             <C>                       <C>
Assets
Container rental equipment, net of accumulated
     depreciation of $1,988 (1995:  $429)                       $           27,414                 21,279

Cash                                                                         1,051                     77

Cash collateral deposit (note 4)                                               991                  2,306

Accounts receivable, net of allowance
     for doubtful accounts of $38 (1995:  $16)                               1,033                    525

Prepaid expenses                                                                39                     52
                                                                   ----------------        ---------------

                                                                $           30,528                 24,239
                                                                   ================        ===============

Liabilities and Partners' Capital (Deficit)
Liabilities:
     Accounts payable                                           $              111                     65

     Accrued liabilities                                                       145                    275

     Due to affiliates, net (note 2)                                            37                  1,081

     Equipment purchases payable                                                24                  1,935

     Note payable to bank (note 4)                                           8,780                 21,282
                                                                   ----------------        ---------------

          Total liabilities                                                  9,097                 24,638
                                                                   ----------------        ---------------

Partners' capital (deficit):
     General partners                                                        (499)                  (399)

     Limited partners                                                       21,930                      -
                                                                   ----------------        ---------------

          Total partners' capital (deficit)                                 21,431                  (399)
                                                                   ----------------        ---------------

                                                                $           30,528                 24,239
                                                                   ================        ===============

See accompanying notes to financial statements
</TABLE>



<PAGE>


                   TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
                     (a California limited partnership)

                         Statements of Operations

            Year ended December 31, 1996 and for the period from
            February 1, 1995 (inception)through December 31, 1995 
      (Dollar amounts in thousands except for unit and per unit amounts)

<TABLE>
<CAPTION>

                                                                1996                1995
                                                          -----------------   ------------------

<S>                                                     <C>                    <C>
Rental Income                                           $            3,815                  732
                                                          -----------------   ------------------
Costs and expenses:
    Direct container expenses                                          626                  181

    Bad debt expense                                                    16                   16

    Depreciation                                                     1,561                  429

    Professional fees                                                   62                    7

    Management fees to affiliates (note 2)                             293                   51

    General administrative costs to affiliates (note 2)                289                   94

    Other general and administrative costs                              42                   15
                                                          -----------------   ------------------

                                                                     2,889                  793
                                                          -----------------   ------------------

    Income (loss) from operations                                      926                 (61)
                                                          -----------------   ------------------

Other income (expense):
    Interest expense, net                                          (1,514)                (347)

    Gain on sale of equipment                                            8                    8
                                                          -----------------   ------------------

                                                                   (1,506)                (339)
                                                          -----------------   ------------------

    Net loss                                            $            (580)                (400)
                                                          =================   ==================

Allocation of net loss (note 1):
    General Partners                                    $             (55)                (400)

    Limited Partners                                                 (525)                    -
                                                          -----------------   ------------------

                                                        $            (580)                (400)
                                                          =================   ==================

Limited partners' per unit share of
    net loss                                            $           (1.33)                    -
                                                          =================   ==================

Limited partners' per unit share
    of distributions                                    $            1.05                    -
                                                          =================   ==================

Weighted average number of limited
    partnership units outstanding                                  395,685                    5
                                                          =================   ==================

See accompanying notes to financial statements
</TABLE>




<PAGE>


                    TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
                       (a California limited partnership)

                    Statements of Partners' Capital (Deficit)

            Year ended December 31, 1996 and for the period from 
           February 1, 1995 (inception) through December 31, 1995
                            (Amounts in thousands)

<TABLE>
<CAPTION>

                                                                             Partners' Capital (Deficit)
                                                                -------------------------------------------------------
                                                                 General              Limited                Total
                                                                -----------       ----------------       --------------

<S>                                                           <C>                 <C>                    <C>
Proceeds from general partners' capital contribution          $         1                      -                    1

Net loss                                                             (400)                     -                (400)
                                                                -----------       ----------------       --------------

Balances at December 31, 1995                                        (399)                     -                (399)
                                                                -----------       ----------------       --------------



Proceeds from sale of limited partnership units                         -                 25,133                25,133

Syndication and offering costs                                          -                 (2,262)              (2,262)

Distributions                                                         (45)                  (416)                (461)

Net loss                                                              (55)                  (525)                (580)
                                                                -----------       ----------------       --------------

Balances at December 31, 1996                                 $      (499)                 21,930               21,431
                                                                ===========       ================       ==============


See accompanying notes to financial statements
</TABLE>




<PAGE>


                      TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
                        (a California limited partnership)

                              Statements of Cash Flows

                Year ended December 31, 1996 and for the period from 
                February 1, 1995 (inception) through December 31, 1995
                             (Amounts in thousands)

<TABLE>
<CAPTION>

                                                                       1996                    1995
                                                                  ---------------         ---------------

<S>                                                            <C>                        <C>
Cash flows from operating activities:
   Net loss                                                     $          (580)                   (400)
   Adjustments to reconcile net loss to net cash provided 
   by (used in) operating activities:
         Depreciation                                                      1,561                     429

         Increase in allowance for doubtful accounts                          22                      16

         Gain on sale of equipment                                           (8)                     (8)

         Changes in assets and liabilities:
             Increase in accounts receivable                               (393)                   (541)

             Decrease (increase) in prepaid expenses                          13                    (52)

             (Decrease) increase in accounts payable and
                accrued liabilities                                        (106)                     341

             Increase (decrease) in due to affiliates, net                 1,413                  (1,395)
                                                                  ---------------         ---------------

             Net cash provided by (used in) operating activities           1,922                  (1,610)
                                                                  ---------------         ---------------

Cash flows from investing activities:
   Proceeds from sale of equipment                                            94                      -

   Container purchases                                                   (9,773)                 (19,683)

   Cash collateral deposit                                                 1,315                  (2,306)
                                                                  ---------------         ---------------

             Net cash used in investing activities                       (8,364)                 (21,989)
                                                                  ---------------         ---------------

Cash flows from financing activities:
   Proceeds from sales of limited partnership units                       24,996                      -

   General partners' capital contribution                                      -                       1

   Distributions to partners                                               (423)                      -

   Syndication and offering costs                                        (2,262)                      -

   (Repayments) borrowings under revolving credit line                  (12,502)                  21,282

   (Repayments to) borrowings from affiliates                            (2,393)                   2,393
                                                                  ---------------         ---------------

              Net cash provided by financing activities                    7,416                  23,676
                                                                  ---------------         ---------------

Net increase in cash                                                         974                     77
 
Cash at beginning of period                                                   77                      -
                                                                  ---------------         ---------------

Cash at end of period                                           $          1,051                     77
                                                                  ===============         ===============

Interest paid during the period                                 $          1,816                    133
                                                                  ===============         ===============

See accompanying notes to financial statements
</TABLE>
<PAGE>



                   TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
                     (A California limited partnership)

                     Statements of Cash Flows--Continued

            Year ended December 31, 1996 and the period from 
          February 1,1995 (inception) through December 31, 1995
                           (Amounts in thousands)


Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of Equipment purchases, proceeds from
sale  of  limited  partnership  units,  proceeds  from  sale  of  Equipment  and
distributions to partners which had not been paid or received by the Partnership
as of December 31, 1996 and 1995,  resulting in differences in amounts  recorded
and amounts of cash  disbursed or received by the  Partnership,  as shown in the
Statements of Cash Flows.
<TABLE>
<CAPTION>

                                                                                             1996           1995
                                                                                           ----------    -----------

<S>                                                                                     <C>               <C>
Equipment purchases included in:
     Due to affiliates..........................................................         $         2            109
     Equipment purchases payable................................................                  24          1,935

Proceeds from sale of limited partnership units included in:
     Accounts receivable........................................................                 137              -

Proceeds from sale of Equipment included in:
     Due from affiliates........................................................                   1             28

Distributions to partners included in:
     Due to affiliates..........................................................                  16              -
     Accounts payable and accrued liabilities...................................                  22              -
</TABLE>

The  following  table  summarizes  the amounts of Equipment  purchases,  sale of
limited partnership units,  proceeds from sale of Equipment and distributions to
partners  recorded by the  Partnership and the amounts paid or received as shown
in the  Statements  of Cash Flows for the year ended  December  31, 1996 and the
period from February 1, 1995 (inception) to December 31, 1995.
<TABLE>
<CAPTION>

                                                                                                 1996           1995
                                                                                                 ----           ----

<S>                                                                                     <C>                   <C>   
Equipment purchases recorded.........................................................   $       7,755         21,727
Equipment purchases paid.............................................................           9,773         19,683

   Proceeds from sale of limited partnership units recorded.............................       25,133              -
   Proceeds from sale of limited partnership units received.............................       24,996              -

Proceeds from sale of Equipment recorded.............................................              67             28
Proceeds from sale of Equipment received.............................................              94              -

Distributions to partners declared...................................................             461              -
Distributions to partners paid.......................................................             423              -

See accompanying notes to financial statements
</TABLE>

<PAGE>

                   TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
                     (A California limited partnership)

                       Notes to Financial Statements

            Year ended December 31, 1996 and the period from 
            February 1, 1995 (inception) to December 31, 1995
   (Dollar amounts in thousands except for unit and per unit amounts)


Note 1.  Summary of Significant Accounting Policies

      (a)  Nature of Operations

      Textainer  Equipment Income Fund VI, L.P. (TEIF VI or the Partnership),  a
      California limited  partnership,  was formed on February 1, 1995 to engage
      in the business of owning, leasing and selling both new and used equipment
      related  to  the  international  containerized  cargo  shipping  industry,
      including,  but not limited to,  containers,  trailers and other container
      related equipment (the Equipment). On May 10, 1996, TEIF VI began offering
      units representing  limited  partnership  interests (Units) to the public.
      The  purchase  price of such Units is $19 to $20 per Unit,  based upon the
      volume of Units  purchased by each  investor.  The General  Partners  may,
      however,  waive the managing  sales agent fee and the selected sales agent
      fee with respect to the sale of Units to  employees  (and members of their
      families)  and  affiliates  of the  selected  sales  agent and the General
      Partners.  If such fees are waived,  the purchase price for such employees
      (and  members  of  their  families)  will be  $18.20  (or more if only the
      selected sales agent fee is waived).  At December 31, 1996 there have been
      no units  purchased by  employees.  A maximum of  7,500,000  Units will be
      offered in the  Partnership.  At  December  31,  1996,  1,257,666  limited
      partnership units had been purchased  totaling  $25,133.  Limited partners
      with  capital   contributions   representing   recorded   capital  of  the
      Partnership  of $3,561 at  December  31,  1996 were  admitted  as  limited
      partners  on  January  1,  1997.  See  Note  6 for  additional  discussion
      regarding the status of the Offering.

      Textainer Capital  Corporation (TCC) is the Managing General Partner,  and
      Textainer  Equipment  Management  Limited (TEM) and Textainer Limited (TL)
      are the  Associate  General  Partners  of the  Partnership  (the  managing
      general partner and associate  general partners are collectively  referred
      to as the General Partners).  Textainer Acquisition Services Limited (TAS)
      is an affiliate of the General Partners which performs  services  relative
      to the acquisition of Equipment outside the United States on behalf of the
      Partnership.  TCC, TEM, TL, and TAS are  subsidiaries  of Textainer  Group
      Holdings  Limited  (TGH).  TCC  Securities  Corporation  (TSC), a licensed
      broker and dealer in securities and an affiliate of the General  Partners,
      is the  Managing  Sales  Agent for the  offering  of Units  for sale.  The
      General Partners manage and control the affairs of the Partnership.

      The General Partners' interest in the Partnership is 9.5%, and the General
      Partners will be responsible for paying, out of their own corporate funds,
      all  organizational  and certain offering  expenses incurred in connection
      with the offering and all acquisition  costs incurred related to container
      purchases.

      (b)  Basis of Accounting

      The  Partnership  utilizes the accrual  method of  accounting.  Revenue is
      recorded  when  earned  according  to the  terms of the  Equipment  rental
      contracts.  These  contracts  are  typically  for a one-year  term and are
      classified as operating  leases.  Certain  estimates and assumptions  were
      made by the  Partnership's  management that affect the reported amounts of
      assets  and  liabilities   and   disclosures  of  contingent   assets  and
      liabilities  at the  date of the  financial  statements  and the  reported
      amounts of  revenue  and  expenses  during the  reporting  period.  Actual
      results could differ from those estimates.

      (c)  Equipment

      The Equipment is carried at the lower of cost of the assets purchased,  or
      the  estimated  recoverable  value  of such  assets.  Depreciation  of new
      equipment is computed  using the  straight-line  method over its estimated
      useful  life  of 12  years  to a 28%  salvage  value.  Used  equipment  is
      depreciated based upon its estimated  remaining useful life at the date of
      acquisition  (from 2 to 11 years).  When assets are  retired or  otherwise
      disposed  of, the cost and related  accumulated  depreciation  are removed
      from the accounts and any  resulting  gain or loss is recognized in income
      for the period.

      In March 1995, the Financial  Accounting  Standards Board issued Statement
      No.  121,   "Accounting  for  the  Impairment  of  Long-Lived  Assets  and
      Long-Lived  Assets to be Disposed of" (SFAS 121). The Company adopted SFAS
      121 during 1995.  In  accordance  with SFAS 121, the Company  periodically
      compares the carrying  value of the  Equipment to expected  future  market
      conditions for the purpose of assessing the recoverability of the recorded
      amounts.  There were no reductions to the carrying  value of the Equipment
      made  during  the year  ended 1996 or the  period  from  February  1, 1995
      (inception) through December 31, 1995.

      (d)  Nature of Income from Operations

      Although  substantially all of the Partnership's income from operations is
      derived from assets employed in foreign operations,  virtually all of this
      income  is  denominated  in  United  States  dollars.   The  Partnership's
      customers  are  international  shipping  lines  that  transport  goods  on
      international  trade routes.  Once the Equipment is on-hire with a lessee,
      the  Partnership  has no way of knowing its location.  The domicile of the
      lessee  is  not  indicative  of  where  the  lessee  is  transporting  the
      Equipment.  The Partnership's business risk in its foreign operations lies
      with the  creditworthiness  of the  lessees  rather  than  the  geographic
      location of the Equipment or the domicile of the lessees.

      For the year ended  December  31,  1996,  revenue  from two  lessees  each
      accounted for more than 10% of the Partnership's  revenues,  with revenues
      of $741 and $580. For the period from February 1, 1995 (inception) through
      December 31, 1995,  three lessees each  accounted for more than 10% of the
      Partnership's revenues, with revenues of $185, $94 and $84.

      (e)  Allocation of Net Earnings and Partnership Distributions

      In accordance with the Partnership  Agreement,  net earnings or losses and
      partnership  distributions  are allocated 9.5% to the General Partners and
      90.5% to the  Limited  Partners.  Items of income  and gain are  specially
      allocated to the General  Partners to the extent their  capital  accounts'
      show a deficit.

      For  purposes of  determining  the  General  Partners'  capital  accounts,
      currently  deductible  organization  costs are specially  allocated to the
      General  Partners  in the  year  incurred  and  capitalized  offering  and
      syndication  costs  are  allocated  to the  General  Partners  in the year
      following  the  date  the  last  limited  partnership  unit is sold or the
      offering of units for sale terminates (Determination Date).

      With  respect to the Limited  Partner  units,  in the year  following  the
      Determination Date, any net loss for the taxable year (and in future years
      to the extent necessary) shall be specially  allocated amongst the Limited
      Partner  units  such that each unit  receives  an equal and  proportionate
      share of the allocated  Limited Partner losses  calculated from October 1,
      1996 to the Determination Date.

      Actual  cash  distributions  to  the  Limited  Partners  differ  from  the
      allocated net earnings as presented in these financial  statements because
      cash  distributions  are based on cash  available for  distribution.  Cash
      distributions  are paid to the general  and limited  partners on a monthly
      basis in accordance with the provisions of the Partnership Agreement. Some
      limited partners have elected to have their  distributions paid quarterly.
      The Partnership has recorded these  distributions as an accrued  liability
      at December 31, 1996.

      (f)  Income Taxes

      The Partnership is not subject to income taxes. Accordingly,  no provision
      for income taxes has been made.  The  Partnership  files federal and state
      information  returns  only.  Taxable  income or loss is  reportable by the
      individual partners.

      (g)  Damage Protection Plan


      The Partnership  offers a Damage  Protection Plan (the Plan) to lessees of
      its  equipment.  Under  the  terms  of the  Plan,  the  Partnership  earns
      additional  revenues on a daily basis and, as a result, has agreed to bear
      certain repair costs.  It is the  Partnership's  policy to recognize these
      revenues  when  earned  and  provide  a  reserve  sufficient  to cover the
      Partnership's  obligation for estimated future repair costs. Plan expenses
      are included in direct container  expenses on the Statements of Operations
      and the related  reserve is included in accrued  liabilities.  At December
      31, 1996 and 1995, this reserve was equal to $77 and $20, respectively.

      (h)  Limited Partners' Per Unit Share of Net Earnings and Distributions

      Limited  partners'  per unit  share of both net  earnings  or  losses  and
      distributions  were computed  using the weighted  average  number of units
      outstanding during the year ended December 31, 1996 which was 395,685.

      (i)  Fair Value of Financial Instruments

      To meet the reporting requirements of Financial Accounting Standards Board
      Statement   No.   107,   "Disclosures   about  Fair  Value  of   Financial
      Instruments,"  the  Partnership  calculates  the fair  value of  financial
      instruments and includes this  additional  information in the notes to the
      financial  statements when the fair value is different than the book value
      of those  financial  instruments.  At December 31, 1996 and 1995, the fair
      value of the Partnership's  financial instruments  approximate the related
      book value of such instruments.

Note 2.  Transactions with Affiliates

      The Partnership  pays a managing sales agent fee to TSC of up to 9% of the
      gross proceeds from the sale of limited  partnership units, from which TSC
      pays   commissions  to  independent   participating   broker/dealers   who
      participate  in the offering.  The amount of the managing  sales agent fee
      and the broker/dealers'  commissions are determined by the volume of Units
      sold to each investor by the broker/dealers.  These amounts, which totaled
      $2,262 during 1996, were deducted as syndication and offering costs in the
      determination  of  net  limited  partnership  contributions.  The  General
      Partners  or TSC will pay,  out of their own  corporate  funds,  all other
      organization,  offering  and Unit  sales  costs  incurred  by the  General
      Partners or TSC.

      As part of the operation of the Partnership,  the Partnership is to pay to
      the General Partners an incentive  management fee, an equipment management
      fee and an equipment  liquidation  fee, as well as reimbursing the General
      Partners  for  certain  administrative  costs.  These fees are for various
      services provided in connection with the  administration and management of
      the Partnership. The Partnership incurred $26 of incentive management fees
      during  the  year  ended  December  31,  1996.  There  were  no  incentive
      management   fees  incurred  during  the  period  from  February  1,  1995
      (inception) through December 31, 1995. No equipment  liquidation fees were
      incurred  during  the year ended  December  31,  1996 or the  period  from
      February 1, 1995 (inception) to December 31, 1995.

      The Equipment of the  Partnership is managed by TEM, an Associate  General
      Partner.  TEM has  authority to acquire,  hold,  manage,  lease,  sell and
      dispose of the Partnership's Equipment.  Additionally,  TEM holds, for the
      payment  of direct  operating  expenses,  a reserve  of cash that has been
      collected  from  container  leasing  operations;  such  cash is  netted in
      determining the amount due to affiliates at December 31, 1996. At December
      31, 1996 and 1995 no cash  balances  were held by TEM.  Subject to certain
      reductions, TEM receives a monthly equipment management fee equal to 7% of
      gross lease  revenues  attributable  to  operating  leases and 2% of gross
      lease revenues  attributable to full payout net leases. For the year ended
      December 31, 1996 and the period from February 1, 1995 (inception) through
      December  31, 1995,  these fees  totaled  $267 and $51. The  Partnership's
      Equipment  is leased by TEM to third  party  lessees on  operating  master
      leases,  spot leases, full payout net leases and term leases. The majority
      of the Partnership's leases are operating leases with limited terms and no
      purchase option.

      Certain  indirect  general  and  administrative  costs  such as  salaries,
      employee  benefits,  taxes  and  insurance,  are  incurred  in  performing
      administrative  services  necessary to the  operation of the  Partnership.
      These  costs are borne by TCC,  and TEM.  During  1996 and the period from
      February 1, 1995 (inception)  through December 31, 1995 costs allocated to
      the  Partnership  for salaries were $155 and $48,  respectively  and other
      general and administrative costs were $134 and $46, respectively.

      TEM allocates these costs based on the ratio of the Partnership's interest
      in  managed  Equipment  to the total  Equipment  managed by TEM during the
      period.  Indirect  general  and  administrative  costs  allocated  to  the
      Partnership were $248 for the year ended December 31, 1996 and $77 for the
      period from February 1, 1995 (inception) through December 31, 1995.

      TCC allocates indirect general and administrative costs to the Partnership
      based on the ratio of the  Partnership's  Equipment to the total Equipment
      of all limited  partnerships  managed by TCC. TCC allocated $41 and $17 of
      these  indirect  costs to the  Partnership  during 1996 and for the period
      from February 1, 1995 (inception) through December 31, 1995, respectively.

      The General Partners,  or TAS, may acquire Equipment in their own name and
      hold  title on a  temporary  basis for the  purpose  of  facilitating  the
      acquisition of such Equipment for the Partnership.  The Equipment may then
      be resold to the  Partnership on an all-cash basis at a price equal to the
      actual cost, as defined in the Partnership Agreement.

      At  December  31,  1996 and  1995,  amounts  due to  affiliates,  net,  is
      comprised of:
<TABLE>
<CAPTION>

                                                                                    1996              1995
                                                                                    ----              ----

<S>                                                                             <C>                 <C>
                 Due from affiliates:
                    Due from TSC........................................          $  158                 -
                                                                                   -----             -----


                 Due to affiliates:
                    Due to TL...........................................              16               890
                    Due to TCC..........................................               7                20
                    Due to TEM..........................................             172               171
                                                                                   -----            ------

                                                                                     195             1,081
                                                                                   -----             -----

                 Net due to affiliates                                           $    37             1,081
                                                                                  ======             =====

</TABLE>
      The amounts  receivable  and payable to TSC, TEM and TCC were  incurred in
      the ordinary course of business between the Partnership,  TEM, TSC and TCC
      and represent  timing  differences  in the accrual and payment of expenses
      and fees  described  above or in the accrual and  remittance of net rental
      revenues  from TEM. For the period from  February 1, 1995  (inception)  to
      December 31, 1995, the amounts payable to TL include $2,393 which was used
      to  facilitate  equipment  purchases  and make  cash  collateral  deposits
      required under the revolving line of credit (note 4).

      It is the policy of the  Partnership  and the  General  Partners to charge
      interest  on  intercompany   balances   arising  from  the   Partnership's
      acquisition of Equipment  which are  outstanding  for more than one month.
      Interest  is charged to the  Partnership  at a rate not  greater  than the
      General Partners' or affiliates' own cost of funds.  During the year ended
      December  31, 1996 and the period from  February  1, 1995  (inception)  to
      December 31, 1995, the Partnership incurred $81 and $31, respectively,  in
      interest charged by the General Partners.


Note 3.  Rentals under Operating Leases

      The following is a schedule by year of minimum future  rentals  receivable
      on noncancelable operating leases as of December 31, 1996:
<TABLE>
<CAPTION>

                 Year ending December 31:

<S>              <C>                                                                        <C>    
                 1997.............................................................          $   836
                 1998.............................................................               45
                 1999.............................................................               17
                                                                                               ----

                 Total minimum future rentals receivable..........................          $   898
                                                                                                ===
</TABLE>

Note 4.  Note Payable

      The Partnership has a short-term  revolving credit facility (the Facility)
      with an  available  limit of $25,000,  expiring  June 30,  1997,  which is
      available for Equipment  purchases.  Balances  borrowed under the Facility
      bear  interest at either the Prime Rate (8.25% at December  31, 1996) plus
      .25%,  or  LIBOR  plus  1.75%,  and  are  secured  by  all  assets  of the
      Partnership.  The  Partnership  pays a commitment fee of 1/2% per annum on
      the unused  portion of the Facility.  This fee, as well as the interest on
      any amounts borrowed, is payable quarterly in arrears. Should the Facility
      not be renewed upon its expiration,  it may, at the Partnership's  option,
      be converted to a four-year  term loan,  with interest at either the Prime
      Rate plus 2.25%,  or LIBOR plus 3.25% The Partnership can borrow an amount
      up to the sum of 60% of the net book value of Equipment plus the amount of
      the cash collateral.

      On or before termination of its offering of limited  partnership  interest
      to the public, the Partnership  intends to use available offering proceeds
      to repay the outstanding balance under the Facility. In the event that the
      Partnership cannot repay the Facility upon the offering termination, TL or
      an  affiliate  will,  at the  Partnership's  request,  repay  part  of the
      outstanding balance and, in exchange,  the Partnership will sell a portion
      of its  Equipment to TL or its  affiliate  (or to a third party located by
      TL). The original  purchase  price of the Equipment  sold will be equal to
      the amount of the  Facility  repaid by TL or its  affiliate.  The net sale
      price for this Equipment will be the Partnership's original purchase price
      for such Equipment  reduced by any net revenues (that is, the  Equipment's
      pro-rata  share of revenues and expenses,  including  management  fees and
      interest) realized by the Partnership with respect to such Equipment.

      At December  31, 1996,  the  Partnership  had  borrowed  $8,780 under this
      Facility to finance  Equipment  purchases and maintained  restricted  cash
      collateral  deposits of $991. The cash collateral is held in a market-rate
      (4.40% at December  31,  1996),  interest-bearing  checking  account.  The
      account is restricted  in use and pledged as collateral  for the Facility.
      Subsequent to December 31, 1996, an additional amount of $7,780 was repaid
      under the Facility.

      Substantially  all of the  Partnership's  borrowings are currently bearing
      interest based on the Prime Rate plus .25%.  The applicable  Prime Rate as
      of March 14, 1997 was 8.25%.

Note 5.  Income Taxes

      During the year ended  December  31, 1996 and the period from  February 1,
      1995   (inception)   through  December  31,  1995,  there  were  temporary
      differences of $3,807 and $1,193 between the financial  statement carrying
      value of certain assets and  liabilities  and the federal income tax basis
      of such  assets  and  liabilities.  The  reconciliation  of net  loss  for
      financial  statement  purposes to net loss for federal income tax purposes
      for the year ended  December 31, 1996 and the period from February 1, 1995
      (inception) through December 31, 1995 is as follows:
<TABLE>
<CAPTION>
                                                                              1996            1995
                                                                              ----            ----

<S>                                                                        <C>             <C>  
        Net loss per financial statements............................      $  (580)           (400)

        Increase in provision for bad debt...........................           22              16
        Depreciation for income tax purposes in excess
           of depreciation for financial statement purposes                 (2,701)         (1,229)
        Gain on sale of fixed assets for financial statement
           purposes in excess of gain recognized for
           federal income tax purposes...............................            5               -
        Increase in damage protection plan reserve...................           30              20
        Other........................................................            -               1
                                                                          --------         -------

        Net loss for federal income tax purposes.....................      $(3,224)         (1,592)
                                                                             =====           =====
</TABLE>

Note 6.  Subsequent Event

         In March 1997, the Managing  General  Partner  decided to terminate the
         Partnership  offering  effective April 30, 1997, due to the decrease in
         demand for containers and the associated  decline in lease rental rates
         and utilization.


<PAGE>


ITEM 9 - CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

         There have been none.



<PAGE>


                                    PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Registrant has no officers or directors.

Textainer  Capital  Corporation  (TCC),  as the  Managing  General  Partner,  is
responsible for managing the administration and operation of the Registrant, and
for the formulation and administration of investment policies.

Textainer  Equipment  Management  Limited (TEM), an Associate  General  Partner,
manages all aspects of the operation of the  Registrant's  Equipment.  (Prior to
being  redomiciled  on December 20, 1994,  TEM was known as Textainer  Equipment
Management N.V.)

Textainer Limited (TL), an Associate General Partner,  owns a fleet of container
rental  equipment which is managed by TEM. TL provides advice to the Partnership
regarding negotiations with financial  institutions,  manufacturers of equipment
and equipment  owners,  and regarding the terms upon which  particular  items of
Equipment are acquired.

Textainer  Acquisition  Services  Limited  (TAS) is an  affiliate of the General
Partners  which  performs  services  relative to the  acquisition  of  Equipment
outside the United States on behalf of the Partnership.

TCC Securities Corporation (TSC), a licensed broker and dealer in securities and
an  affiliate  of the  General  Partners,  is the  managing  sales agent for the
offering of Units for sale.

Section 16(a) Beneficial Ownership Reporting Compliance.

      Section  16(a)  of the  Securities  Exchange  Act  of  1934  requires  the
      Partnership's  General Partners,  policy-making  officials and persons who
      beneficially  own more than ten  percent  of the Units to file  reports of
      ownership  and  changes in  ownership  with the  Securities  and  Exchange
      Commission.  Copies  of  these  reports  must  also  be  furnished  to the
      Partnership.

      Based  solely on a review of the  copies of such  forms  furnished  to the
      Partnership or on written  representations  that no forms were required to
      be filed,  the  Partnership  believes that with respect to its most recent
      fiscal year ended December 31, 1996, all Section 16(a) filing requirements
      were  complied  with,  except  that  Philip K.  Brewer  filed his  initial
      statement of beneficial interest on Form 3 late. No director,  officer, or
      beneficial  owner  owned  more  than 10  percent  of any  interest  in the
      Partnership. None of the foregoing own any interest in the Partnership and
      none have failed to file or filed late any reports of  transactions in the
      Units.

The directors and executive officers of the General Partners are as follows:
<TABLE>
<CAPTION>

Name                             Age    Position

<S>                              <C>   <C>                                              
Neil I. Jowell                    63    Director and Chairman of TGH, TEM, TL, and TCC
James E. Hoelter                  57    President and CEO of TGH, TL, and TCC, Director of TGH, TEM, TL, TCC and TSC
John A. Maccarone                 52    President and CEO of TEM, Vice  President of TGH,  Director of TGH, TEM, TL,
                                        TCC and TSC
Cara D. Smith                     34    President and CEO of TSC and Director of TCC
John R. Rhodes                    47    Executive Vice  President,  CFO, and Secretary of TGH, TEM, TL, TFS and TCC,
                                        and Director of TEM and TCC
Alex M. Brown                     58    Director of TGH, TEM, TL, TCC and TSC
Harold J. Samson                  75    Director of TGH, TL and TSC
Philip K. Brewer                  40    Senior Vice President - Capital Markets for TGH and TL
Robert D. Pedersen                38    Senior Vice President - Marketing for TEM
Anthony C. Sowry                  44    Vice President - Operations and Acquisitions for TEM
Jens W. Palludan                  46    Vice President - Americas/Africa/Australia for TEM
Robert S.A. Goodall               39    Vice President - Europe/Middle East/India for TEM
Wing Sing Mak                     39    Vice President - South Asia for TEM
Masanori Sagara                   41    Vice President - North Asia for TEM
Stefan Mackula                    44    Vice President - Equipment Resale for TEM
Ernest J. Furtado                 41    Vice President, Finance and Assistant Secretary of TGH, TEM and TL
Richard G. Murphy                 44    Vice President - Risk Management for TEM
Janet S. Ruggero                  48    Vice President - Administration and Marketing Services for TEM
Adnan Z. Abou Ayyash              52    Director of TGH and TL
Isam K. Kabbani                   62    Director of TGH and TL
S. Arthur Morris                  63    Director of TGH, TEM and TL
Dudley R. Cottingham              45    Assistant Secretary, Vice President and Director of TGH, TEM and TL
James S. McCaffrey                41    Executive Vice President,  Chief Operating Officer,  Assistant Secretary and
                                        Director for TCC
Jeanene K. Gomes                  43    Assistant Secretary of TCC, Secretary and Compliance Officer of TSC
</TABLE>


          Neil I. Jowell is Director and Chairman of TGH, TEM, TL, and TCC and a
member of the Investment Advisory Committee and Equipment  Investment  Committee
(see "Committees"  below). He has served on the Board of Trencor Ltd. since 1966
and as Chairman  since 1973.  He is also a director of Mobile  Industries,  Ltd.
(1969 to  present),  an Affiliate of Trencor,  and a  non-executive  director of
Forward  Corporation  Ltd.  (1993 to  present).  Trencor  is a  publicly  traded
diversified  industrial  group listed on the  Johannesburg  Stock Exchange.  Its
business  is the  leasing,  owning,  managing  and  financing  of  marine  cargo
containers   worldwide  and  the   manufacture  and  export  of  containers  for
international  markets.  In  South  Africa,  it  is  engaged  in  manufacturing,
transport,  trading  and  exports of general  commodities.  Trencor  also has an
interest in Forward  Corporation  Ltd., a publicly traded holding company listed
on the Johannesburg Stock Exchange.  It has interests in industrial and consumer
businesses  operating in South Africa and abroad.  Mr. Jowell became  affiliated
with the General  Partners and its affiliates when Trencor  became,  through its
beneficial  ownership in two controlled  companies,  a major  shareholder of the
Textainer  Group in  1992.  Mr.  Jowell  has over 36  years'  experience  in the
transportation  industry. He holds an M.B.A. degree from Columbia University and
a B.Com.L.L.B. from the University of Cape Town.

          James E. Hoelter is President and Chief Executive  Officer of TGH, TL,
and TCC and a director  of TGH,  TEM,  TL, TCC and TSC. As  President  and Chief
Executive  Officer  of TGH,  Mr.  Hoelter  is  responsible  for  overseeing  the
management of, and  coordinating  the activities of, TEM, TL and TCC. He is also
responsible for overseeing TEM's equipment management  operations.  In addition,
Mr.  Hoelter  is  Chairman  of the Credit  Committee,  the  Investment  Advisory
Committee and the Equipment  Investment  Committee  (see  "Committees",  below).
Prior to joining the  Textainer  Group in 1987,  Mr.  Hoelter was  president  of
Intermodal Equipment Associates ("IEA") in San Francisco,  California,  from the
company's  inception in 1979 until 1987. Mr. Hoelter co-founded IEA and directed
its sponsorship of ten public and private  investment  programs,  which provided
more than $100 million of equity from 10,000  investors.  From 1976 to 1978, Mr.
Hoelter was Vice  President - North America for Trans Ocean Ltd., San Francisco,
a marine  container  leasing  company,  where he was responsible for all leasing
operations  in that  area.  From  1971 to  1976,  he was  associated  with  Itel
Corporation, San Francisco, where he held a number of positions, the most recent
of which was director of financial  leasing for Itel's Container  Division.  Mr.
Hoelter  received his B.B.A. in business  administration  from the University of
Wisconsin, where he currently serves as a member of its Business School's Dean's
Advisory  Board,  and his M.B.A.  from the Harvard  Graduate  School of Business
Administration.

          John A.  Maccarone is President and CEO of TEM, Vice  President of TGH
and a director of TGH, TEM, TL, TCC and TSC. In this capacity he is  responsible
for the  performance  of TEM's  worldwide  fleet  of  marine  cargo  containers.
Additionally,  he is a member of the Equipment Investment Committee,  the Credit
Committee and the Investment  Advisory Committee (see "Committees",  below). Mr.
Maccarone  was  instrumental  in  co-founding  IEA with Mr.  Hoelter  and held a
variety of executive positions with IEA from 1979 until 1987, when he joined the
Textainer  Group. Mr. Maccarone was previously a Director of Marketing for Trans
Ocean  Leasing  Corporation  in Hong Kong with  responsibility  for all  leasing
activities in Southeast Asia.  From 1969 to 1977, Mr.  Maccarone was a marketing
representative  for IBM  Corporation.  He  holds a B.S.  degree  in  Engineering
Management  from  Boston  University  and an M.B.A.  from Loyola  University  of
Chicago.

          Cara D. Smith is  President  and Chief  Executive  Officer of  TSC,  a
director  of  TCC  and  a  member of  the  Investment  Advisory  Committee  (see
"Committees",  below).  In this  capacity  Ms.  Smith  is  responsible  for  the
organization,  marketing and  after-market support of investment  programs.  Ms.
Smith joined  Textainer in 1992, and  prior  to  1996,  was  Vice  President  of
Marketing.  Ms. Smith has worked in the securities  industry  for  the  past  13
years. Ms. Smith's  extensive  experience ranges from  compliance  and  investor
relations to  administration  and marketing  of  equipment leasing, multi-family
housing  and tax credit investment programs.  She holds five securities licenses
and is a registered  principal.  Ms. Smith is also a member of the International
Association of Financial Planners.

          John R. Rhodes is Executive Vice President,  Chief  Financial  Officer
and  Secretary  of TGH,  TEM,  TL and TCC and a director of TEM and TCC. In this
capacity  he is  responsible  for  all  accounting,  financial  management,  and
reporting  functions for the Textainer  Group. He is also a member of the Credit
Committee,  the Equipment Investment Committee and Investment Advisory Committee
(see  "Committees",  below).  Prior to joining  Textainer in November  1987, Mr.
Rhodes was Vice President of Finance for Greenbrier  Capital  Corporation in San
Francisco,  a trailer  leasing and management  company,  from 1986 to 1987; from
1981 to 1985, he was employed by Gelco Rail Services, an intermodal refrigerated
trailer  company in San  Francisco,  first in the capacity of Vice President and
Controller  and then as Senior Vice President and General  Manager.  Mr. Rhodes'
earlier  business  affiliations  include  serving as Vice  President and General
Manger of Itel Capital Corporation and as senior accountant with Arthur Andersen
& Co., both in San Francisco.  He is a Certified  Public  Accountant and holds a
B.A. in economics  from Stanford  University  and an M.B.A.  in accounting  from
Golden Gate University.

          Alex  M.  Brown  is  a  director  of  TGH,   TEM,  TL,  TCC  and  TSC.
Additionally,  he is a member  of the  Equipment  Investment  Committee  and the
Investment  Advisory  Committee  (see  "Committees",  below).  Mr.  Brown became
affiliated  with the  Textainer  Group in April 1986.  From August 4, 1987 until
October 1993, he was President and Chief  Executive  Officer of Textainer,  Inc.
and the Chairman of the Textainer  Group.  From June 1993 to present,  Mr. Brown
has been Chief Executive Officer of AAF, a company  affiliated with Trencor Ltd.
AAF is a publicly listed company on the London Stock Exchange and is involved in
manufacturing  and leasing modular buildings and construction  scaffolding.  Mr.
Brown  is  Chairman  of  WACO  International  Corporation,  which  is  based  in
Cleveland,  Ohio.  WACO  manufactures,  rents and erects  scaffolding  and other
associated  construction products throughout the USA. Mr. Brown was the managing
director of Cross  County  Leasing in England from 1984 until it was acquired by
Textainer in 1986.

          Harold J. Samson is a director of TGH, TL and TSC  and is a  member of
the  Investment   Advisory   Committee (see  "Committees",  below).  Mr.  Samson
served as a consultant  to various  securities  firms since 1981 to 1989.   From
1974 to 1981 he was Executive  Vice  President of Foster & Marshall, Inc., a New
York Stock  Exchange  member firm based in Seattle.  Mr.  Samson  was a director
of IEA from 1979 to 1981. From 1957 to 1984 he served as Chief Financial Officer
in several  New York  Stock  Exchange  member  firms.  Mr.  Samson  holds a B.S.
in  Business Administration from the University of California, Berkeley and is a
California Certified Public Accountant.

          Philip K. Brewer is Senior Vice  President - Capital  Markets for  TGH
and TL. Mr.  Brewer is  responsible for optimizing the capital  structure of and
identifying  new  sources of finance for Textainer.  Prior to joining  Textainer
in 1996,  Mr.  Brewer  worked at  Bankers  Trust  from 1990  to  1996,  starting
as a Vice  President  in Corporate  Finance and ending as Managing  Director and
Country  Manager  for  Indonesia;  from 1989  to 1990,  he was Vice President in
Corporate  Finance at Jarding Fleming; from 1987 to 1989, he was Capital Markets
Advisor to the United States Agency  for  International  Development;  and  from
1984 to 1987 he was an Associate with Drexel Burnham Lambert in  New  York.  Mr.
Brewer  holds an M.B.A.  in Finance  from the  Graduate  School of  Business  at
Columbia University, and a  B.A. in Economics and Political Science from Colgate
University.

          Robert  D.  Pedersen  is based in San  Francisco  and is  Senior  Vice
President - Marketing for TEM,  responsible  for  worldwide  sales and marketing
related  activities.  Mr.  Pedersen  is a member of the  Credit  Committee  (see
"Committees"  below).  He joined TEM in 1991 as Regional Vice  President for the
Americas  Region.  Mr. Pedersen has extensive  experience in the industry having
held a variety of positions  with Maersk Line, a container  shipping  line (from
1978 to 1984),  XTRA,  a  container  lessor  (1985 to 1988) and Klinge  Cool,  a
manufacturer of refrigerated  container  cooling units (1989 to 1991),  where he
was worldwide  sales and marketing  director.  Mr. Pedersen is a graduate of the
A.P. Moller shipping and transportation  program and Merkonom Business School in
Copenhagen, majoring in Company Organization.

          Anthony C. Sowry is Vice President - Operations and  Acquisitions  for
TEM. Mr. Sowry supervises all international container operations and maintenance
and technical  functions  for the fleets under  management.  In addition,  he is
responsible for the acquisition of all new and used containers for the Textainer
Group. He began his affiliation with TEM in 1988 and previously  served as Fleet
Quality  Control  Manager for Textainer Inc. from 1982 through March 1988. He is
also a member of the Credit  Committee  and the Equipment  Investment  Committee
(see  "Committees",  below).  From 1980 to 1982, he was  operations  manager for
Trans  Container  Services in London;  and from 1978 to 1982, he was a technical
representative  for Trans Ocean  Leasing,  also in London.  He received his B.A.
degree in business management from the London School of Business. Mr. Sowry is a
member of the Technical  Committee of the  International  Institute of Container
Lessors and a certified container inspector.

          Jens W.  Palludan  is  based  in New  York and  is  Vice  President  -
Americas/Africa/Australia  for TEM, responsible  for  coordinating  all  leasing
activities  in North  and South  America, Africa and Australia/New Zealand.  Mr.
Palludan spent his career from 1969 through 1992 with Maersk Line of Copenhagen,
Denmark in a variety of key  management  positions in both Denmark and overseas.
Prior to joining TEM in 1993 Mr.  Palludan was General  Manager,  Equipment  and
Terminals,  where he was  responsible  for a fleet  of over  200,000  TEUs.  Mr.
Palludan  holds  an  M.B.A.  from  the  Centre  European D'Education Permanente,
Fontainebleau, France.

         Robert S.A. Goodall is based in London and is Vice President -  Europe/
Middle  East/India for TEM, in which capacity he is responsible for coordinating
all leasing  activities in these three areas of operation.   Mr. Goodall  joined
TEM in September  1994. Previously,  Mr. Goodall spent his career from July 1990
until August 1994 with Tiphook  Container Rental,  during  which  time  he  held
numerous senior marketing  positions within the company.  He was responsible for
setting up their green field operation in North America,  which he  successfully
ran from inception for three years.  Mr.  Goodall  also  spearheaded  a  quality
program  within  the  company  which  received  ISO  accreditation  for the Tank
Container  operation  and  associated  business  areas.   Mr.  Goodall has spent
nearly sixteen  years in the  container  leasing and  transport  industry.   Mr.
Goodall  graduated  from  Bloxham  College,  Oxfordshire and Business Studies at
West London College.

         Wing Sing Mak is based in Singapore and is the Regional Vice  President
- South  Asia.  Mr. Mak is  responsible  for  container  leasing  activities  in
North/Central People's Republic of China (PRC), Hong Kong and South China (PRC),
and Southeast  Asia. Mr. Mak most recently was the Regional  Manager,  Southeast
Asia,  for Trans Ocean  Leasing,  working there from 1994 to 1996.  From 1987 to
1994, Mr. Mak worked with Tiphook as their Regional  General  Manager,  and with
OOCL  from  1976 to 1987 in a  variety  of  positions,  most  recently  as their
Logistics Operations Manager.

          Masanori  Sagara is the  Regional  Vice President - North Asia of TEM.
Mr. Sagara is responsible for Textainer's marketing activities in Japan,  Korea,
and Taiwan. Mr. Sagara joined Textainer in 1990 and was the company's  Marketing
Director in Japan through 1996. From 1987 to 1990, he was the Marketing  Manager
with IEA.  Mr. Sagara's other  experience in the  container   leasing   business
includes  marketing  management  at  Genstar  from  1984  to  1987  and  various
container  operations  positions with Thoresen & Company from 1979 to 1984.  Mr.
Sagara  holds  a  Bachelor of  Science degree in  Economics from  Aoyama  Bakuin
University.

          Stefan Mackula is Vice President - Equipment  Resale for TEM, in which
capacity he coordinates the worldwide sale of equipment into secondary  markets.
Mr. Mackula also served as Vice President - Marketing for TEM, in which capacity
he was responsible for  coordinating all leasing  activities in Europe,  Africa,
and the Middle  East.  He joined TEM in 1983 as Leasing  Manager  for the United
Kingdom. Prior to joining TEM, Mr. Mackula held, beginning in 1972, a variety of
positions in the international container shipping industry.

          Ernest J. Furtado is Vice President,  Finance and Assistant  Secretary
of TGH,  TEM and TL, in which  capacity he is  responsible  for all  accounting,
financial  management,  and  reporting  functions  for TGH, TEM and TL. Prior to
joining Textainer in May 1991, Mr. Furtado was Controller for Itel Instant Space
and manager of accounting for Itel Containers International Corporation, both in
San Francisco,  from 1984 to 1991. Mr. Furtado's  earlier business  affiliations
include  serving as audit manager for Wells Fargo Bank and as senior  accountant
with John F.  Forbes & Co.,  both in San  Francisco.  He is a  Certified  Public
Accountant  and holds a B.S. in business  administration  from the University of
California  at Berkeley and an M.B.A.  in  information  systems from Golden Gate
University.

          Richard G. Murphy is Vice  President,  Risk  Management  for TEM.  Mr.
Murphy is responsible for all credit and risk  management  functions for TEM and
supervises the administrative aspects of equipment acquisitions.  He is a member
of and acts as secretary to the Credit and Equipment Investment  Committees (see
"Committees",  below).  He  previously  served as  Director  of Credit  and Risk
Management from 1989 to 1991 and as Controller  from 1988 to 1989.  Prior to the
takeover of the management of the Interocean  Leasing Ltd. fleet by TEM in 1988,
Mr. Murphy held various  positions in the  accounting  and financial  areas with
that company  from 1980,  acting as Chief  Financial  Officer from 1984 to 1988.
Prior to 1980, he held various positions with firms of public accountants in the
U.K. Mr.  Murphy is an Associate of the  Institute of Chartered  Accountants  in
England  and Wales and holds a Bachelor of  Commerce  degree  from the  National
University of Ireland.

          Janet S.  Ruggero  is Vice  President,  Administration  and  Marketing
Services for TEM.  Ms.  Ruggero is  responsible  for the tracking and billing of
fleets under TEM management,  including direct  responsibility for ensuring that
all data is input in an accurate and timely  fashion.  She assists the marketing
and  operations  departments by providing  statistical  reports and analyses and
serves on the  Credit  Committee  (see  "Committees",  below).  Prior to joining
Textainer in 1986,  Ms.  Ruggero held various  positions with Gelco CTI over the
course of 15 years, the last one as Director of Marketing and Administration for
the North American Regional office in New York City. She has a B.A. in education
from Cumberland College.

          Dr. Adnan Z. Abou Ayyash is a director of TGH and TL.  Since  1974  he
has been  General  Manager and Chief Executive  Officer of  one  of the  largest
firms of consulting  engineers in Saudi Arabia,  Rashid  Engineering.  Dr. Adnan
Abou  Ayyash  holds  a   B.S. degree  in Civil  Engineering  from  the  American
University  of Beirut,  as well as M.S. and Ph.D. degrees in  Civil  Engineering
from the University of Texas.

          Sheikh Isam K. Kabbani is a director of TGH and TL. He is Chairman and
principal  stockholder of the IKK Group,  Jeddah,  Saudi Arabia, a manufacturing
and trading group which is active both in Saudi Arabia and  internationally.  In
1959 Sheikh Isam Kabbani joined the Saudi Arabian  Ministry of Foreign  Affairs,
and in 1960 moved to the Ministry of Petroleum for a period of ten years. During
this time he was seconded to the Organization of Petroleum  Exporting  Countries
(OPEC).  After a period as Chief  Economist of OPEC, in 1967 he became the Saudi
Arabian  member of OPEC's  Board of  Governors.  In 1970 he left the ministry of
Petroleum to establish his own business, the National Marketing Group, which has
been his principal business activity for the past 17 years. Sheikh Kabbani holds
a B.A.  degree from  Swarthmore  College,  Pennsylvania,  and an M.A.  degree in
Economics and International Relations from Columbia University.

          S. Arthur  Morris is a director  of TGH,  TEM and TL. He is a founding
partner in the firm of Morris and Kempe,  Chartered Accountants  (1962-1977) and
currently  functions  as a  correspondent  member of a number  of  international
accounting  firms through his firm Arthur Morris and Company (1978 to date).  He
is also President and director of Continental Management Limited (1977 to date).
Continental  Management Limited is a Bermuda corporation that provides corporate
representation,   administration  and  management  services  and  corporate  and
individual  trust  administration   services.  Mr.  Morris  has  over  30  years
experience in public  accounting and serves on numerous  business and charitable
organizations in the Cayman Islands and Turks and Caicos Islands. Mr.
Morris became a director of TL and TGH in 1993 and TEM in 1994.

          Dudley R.  Cottingham  is Assistant  Secretary,  Vice  President and a
director  of TGH,  TEM and TL. He is a partner  with  Arthur  Morris and Company
(1977 to date) and a Vice  President  and  director  of  Continental  Management
Limited (1978 to date), both in the Cayman Islands and Turks and Caicos Islands.
Continental  Management Limited is a Bermuda corporation that provides corporate
representation,   administration  and  management  services  and  corporate  and
individual  trust  administration  services.  Mr.  Cottingham  has over 20 years
experience  in  public   accounting  with   responsibility   for  a  variety  of
international and local clients.  Mr. Cottingham became a director of TL and TGH
in 1993 and TEM in 1994.

          James S.  McCaffrey  is  Executive  Vice  President,  Chief  Operating
Officer,  Assistant  Secretary and a director of and TCC. In this capacity he is
responsible for all accounting,  financial  management,  and reporting functions
for TCC.  He is a member of and acts as  secretary  to the  Investment  Advisory
Committee and serves on the Equipment  Investment  Committee  (see  "Committees"
below).  Prior  to  joining  Textainer  in July  1993,  Mr.  McCaffrey  was Vice
President of Finance for Meridian Point  Properties,  a real estate  syndication
and management company,  from 1985 to 1993; from 1983 to 1985 he was employed by
Trans-west  Capital as Controller and Chief Financial  Officer.  Mr. McCaffrey's
earlier business  affiliations include serving as manager of financial reporting
for Fox and Carskadon  Financial  Corporation  and as a senior  accountant  with
Arthur Andersen & Co. Mr. McCaffrey is a Certified Public Accountant and holds a
B.S. in business  administration  and  mathematics  from  Southern  Oregon State
College and two securities licenses.

         Jeanene  K.  Gomes is  Assistant  Secretary  of TCC and  Secretary  and
Compliance Officer of TSC. Ms. Gomes is responsible for administering the public
partnerships  sponsored by the Textainer  Group. She is responsible for ensuring
that all data relating to investor accounts is input, monitored, and stored in a
timely manner and in accordance with the limited partnership  agreement for each
of the  partnerships as well as state and federal  securities  regulations.  Ms.
Gomes oversees all communications with the limited partners and as such directly
supervises all personnel in performing this function.  As compliance officer for
TSC,  Ms.  Gomes is  responsible  for ensuring  compliance  with all  securities
regulations.  Ms. Gomes also serves on the  Investment  Advisory  Committee (see
"Committees"  below). Ms. Gomes holds five securities licenses and was, prior to
joining   Textainer  in  1989,  the   compliance   officer  for  CIS  Investment
Corporation, a broker-dealer.

Committees

          The Managing  General  Partner has  established  the  following  three
committees to facilitate decisions involving credit and organizational  matters,
negotiations,  documentation,  management and final disposition of Equipment for
the Partnership and for other programs organized by the Textainer Group:

          Equipment  Investment  Committee.  The Equipment  Investment Committee
will review the equipment leasing programs of the Partnership on a regular basis
with  emphasis  on  matters  involving  equipment  purchases,  the equipment mix
in the Partnership's  portfolio,  equipment  remarketing  issues,  and decisions
regarding  ultimate disposition of equipment.  The members of the committee  are
James E. Hoelter  (Chairman),  John  A. Maccarone,  John  R. Rhodes, Anthony  C.
Sowry, James S. McCaffrey, Richard G. Murphy (Secretary), Alex M. Brown and Neil
I. Jowell.

          Credit  Committee.  The Credit  Committee will establish credit limits
for every lessee and potential  lessee  of  Equipment  and  periodically  review
these  limits.  In setting such limits,  the Credit Committee will consider such
factors as customer trade routes, country,  political risk, operational history,
credit references, credit  agency  analyses,  financial  statements,  and  other
information. The members of the Credit Committee are James E. Hoelter(Chairman),
John A. Maccarone,  Richard  G. Murphy (Secretary),  Janet  S. Ruggero, John  R.
Rhodes, Anthony C. Sowry and Robert D. Pedersen.

          Investment  Advisory   Committee.   The  Investment Advisory Committee
will  review  investor  program  operations  on  at  least  a  quarterly  basis,
emphasizing  matters related  to  cash  distributions  to  investors,  cash flow
management,  portfolio  management,  and liquidation.  The  Investment  Advisory
Committee is organized with a view to  applying  an interdisciplinary  approach,
involving management,  financial, legal and marketing expertise, to the analysis
of investor program operations. The members of the Investment Advisory Committee
are James E. Hoelter (Chairman),  John  A. Maccarone,  Cara  D. Smith, James  S.
McCaffrey (Secretary),  John R. Rhodes, Jeanene K. Gomes, Harold J. Samson, Alex
M. Brown and Neil I. Jowell.

ITEM 11 - EXECUTIVE COMPENSATION

The Registrant  has no executive  officers and does not reimburse TCC, TEM or TL
for the remuneration payable to their executive officers.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

a)      Security ownership of certain beneficial owners

        There is no person or "Group" who is known to the  registrant  to be the
        beneficial  owner of more than five percent of the outstanding  units of
        limited partnership interest in the Registrant.

b)      Security Ownership of Management
        (Dollar amounts in thousands)

         As of  December  31,  1996,  the  Partnership  had raised  total  gross
         proceeds  of  $25,133,   or  1,256,666  units  of  limited  partnership
         interest. No Units were owned by any executive officers or directors.

c)       Changes in control.

         Inapplicable.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a)      Transactions with Management and Others.

                          (Dollar amounts in thousands)


      At  December  31,  1996 and  1995,  amounts  due to  affiliates,  net,  is
      comprised of:
<TABLE>
<CAPTION>




                                                                                    1996              1995
                                                                                    ----              ----

<S>                                                                              <C>                <C>
                 Due from affiliates:
                    Due from TSC........................................          $  158                 -
                                                                                   -----             -----


                 Due to affiliates:
                    Due to TL...........................................              16               890
                    Due to TCC..........................................               7                20
                    Due to TEM..........................................             172               171
                                                                                   -----            ------

                                                                                     195             1,081
                                                                                   -----             -----

                 Net due to affiliates                                           $    37             1,081
                                                                                  ======             =====
</TABLE>

         The amounts receivable and payable to TSC, TEM and TCC were incurred in
         the ordinary course of business between the  Partnership,  TEM, TSC and
         TCC and  represent  timing  differences  in the  accrual and payment of
         expenses and fees  described  above or in the accrual and remittance of
         net rental  revenues  from TEM.  For the period  from  February 1, 1995
         (inception)  to December  31, 1995,  the amounts  payable to TL include
         $2,393 which was used to facilitate  equipment  purchases and make cash
         collateral deposits required under the revolving line of credit.


         In addition,  the Registrant paid or will pay the following  amounts to
         the General Partners.



         Management fees in connection with the operations of the Registrant:
<TABLE>
<CAPTION>

                                                                    1996           1995
                                                                    ----           ----

<S>                                                                <C>                <C>
                                     TEM..................         $  293             51
                                                                      ===             ==


         Reimbursement for administrative  costs in respect of the operations of
         the Registrant:

                                                                    1996           1995
                                                                    ----           ----

                                     TCC..................        $    41             17
                                     TEM..................            248             77
                                                                      ---             --
                                     Total................         $  289             94
                                                                      ===             ==

         Advances (reimbursements) in connection with the purchase of Equipment:

                                                                    1996           1995
                                                                    ----           ----

                                     TL...................    $   (2,393)         2,393
                                                                ==========        =====
</TABLE>

(b)      Certain Business Relationships.

         Inapplicable.

(c)      Indebtedness of Management

         Inapplicable.

(d)      Transactions with Promoters

         Inapplicable.

See the "Compensation of Affiliates" section of the Registrant's Prospectus,  as
supplemented, and the Notes to the Financial Statements in Item 8.


                                     PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)      1.       Audited  financial  statements  of the Registrant for the year
                  ended December 31, 1996 are contained in Item 8 of this Report

         2.       Financial Statement Schedules.

                  (i)      Independent   Auditors'   Report   on   Supplementary
                           Financial Schedule.

                  (ii)     Schedule II - Valuation and Qualifying Accounts.

         3.       Exhibits Incorporated by reference.

                  (i)      The  Registrant's  Prospectus as  contained  in  Pre-
                           Effective   Effective  No.  4  to  the   Registrant's
                           Registration Statement (No.  33-99534), as filed with
                           the Commission on May 10, 1996,  and supplemented  by
                           Supplement  No. 1, as filed with the Commission under
                           Rule 424(b) of the Securities Exchange Act of 1933 on
                           March 24, 1997.

                  (ii)     The  Registrant's  limited   partnership   agreement,
                           Exhibit A to the Prospectus.

(b)      During the year ended 1996, no reports on Form 8-K have been  filed  by
         the Registrant.



<PAGE>


















             Independent Auditors' Report on Supplementary Schedule







The Partners
Textainer Equipment Income Fund VI, L.P.:

Under the date of February  17,  1997,  we  reported  on the  balance  sheets of
Textainer  Equipment  Income Fund VI, L.P. (the  Partnership) as of December 31,
1996 and 1995,  and the related  statements  of  operations,  partners'  capital
(deficit)  and cash flows for the years ended  December  31, 1996 and the period
from February 1, 1995  (inception) to December 31, 1995. In connection  with our
audits of the aforementioned  financial statements,  we also audited the related
financial  statement  schedule  as listed in Item 14. This  financial  statement
schedule  is  the   responsibility   of  the   Partnership's   management.   Our
responsibility  is to express an opinion on this  financial  statement  schedule
based on our audits.

In our  opinion,  such  schedule,  when  considered  in  relation  to the  basic
financial  statements  taken  as a  whole,  presents  fairly,  in  all  material
respects, the information set forth therein.



                              KPMG Peat Marwick LLP


San Francisco, California
February 17, 1997


<PAGE>


                    TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
                       (A California limited partnership)

                 Schedule II - Valuation and Qualifying Accounts
                             (Amounts in thousands)

<TABLE>
<CAPTION>

                                                              Charged                                            Balance
                                         Balance at           to Costs           Charged                          at End
                                          Beginning             and              to Other                           of
                                          of Period           Expenses           Accounts        Deduction        Period

<S>                                    <C>                  <C>                  <C>            <C>              <C>
For the year ended December 31, 1996:

   Allowance for doubtful accounts    $             16                 16             6                -               38
                                                    --                 --           ----             ------           ---

   Damage protection plan reserve     $             20                 60            -                 (3)             77
                                                    --                 --          ------              ---             --


For the year ended December 31, 1995:

   Allowance for doubtful accounts    $             -                  16            -                -                16
                                               ------                  --          ------           ------            ---
                                              

   Damage protection plan reserve     $             -                  20            -                -                20
                                               ------                  --          ------           ------             --
                                              



</TABLE>
<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.

                                        TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
                                        A California Limited Partnership

                                        By Textainer Capital Corporation
                                           The Managing General Partner

                                        By
                                           John R. Rhodes
                                           Executive Vice President

Date:  March 27, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the  following  persons on behalf of Textainer  Capital
Corporation,  the Managing General Partner of the Registrant,  in the capacities
and on the dates indicated:
<TABLE>
<CAPTION>

Signature                                         Title                                        Date



<S>                                               <C>                                          <C> 
                                                  Executive Vice President                     March 27, 1997
John R. Rhodes                                    (Principal Financial and
                                                  Accounting Officer) and
                                                  Secretary


                                                  President (Principal Executive               March 27, 1997
James E. Hoelter                                  Officer) and Director


                                                  Executive Vice President, Chief              March 27, 1997
James S. McCaffrey                                Operating Officer and Director


                                                  Director                                     March 27, 1997
John A. Maccarone


                                                  Director                                     March 27, 1997
Cara D. Smith
</TABLE>
<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.

                                    TEXTAINER EQUIPMENT MANAGEMENT FUND VI, L.P.
                                    A California Limited Partnership

                                    By Textainer Capital Corporation
                                       The Managing General Partner

                                    By /s/John R. Rhodes
                                       John R. Rhodes
                                       Executive Vice President

Date: March 27, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the  following  persons on behalf of Textainer  Capital
Corporation,  the Managing General Partner of the Registrant,  in the capacities
and on the dates indicated:
<TABLE>
<CAPTION>

Signature                                         Title                                        Date


<S>                                               <C>                                         <C> 
/s/John R. Rhodes                                 Executive Vice President                     March 27, 1997
------------------------------------------------
John R. Rhodes                                    (Principal Financial and
                                                  Accounting Officer) and
                                                  Secretary

/s/James E. Hoelter                               President (Principal Executive               March 27, 1997
------------------------------------------------
James E. Hoelter                                  Officer) and Director


/s/James S. McCaffrey                             Executive Vice President, Chief              March 27, 1997
----------------------------------------------
James S. McCaffrey                                Operating Officer and Director


/s/John A. Maccarone                              Director                                     March 27, 1997
------------------------------------------------
John A. Maccarone


/s/Cara D. Smith                                  Director                                     March 27, 1997
------------------------------------------------
Cara D. Smith
</TABLE>