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


March 28, 2000


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, 1999.

The financial  statements included in the enclosed Annual Report on Form 10-K 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 10-K

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

                    For the fiscal year ended December 31, 1999

                           Commission file number 0-22337

                      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:

              LIMITED PARTNERSHIP INTERESTS (THE "UNITS")
                            (Title of Class)

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.
[ X ]

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

         The Registrant is a California  Limited  Partnership formed on February
         1, 1995 to purchase,  own, operate,  lease,  and sell 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  and  ceased  to offer  such  Units on April  30,  1997.  The
         Registrant raised a total of $36,967,940 from the offering and invested
         a substantial portion of the money raised in equipment.  The Registrant
         has  since  engaged  in  leasing  this  and  other   equipment  in  the
         international shipping industry.

         See  Item 10  herein  for a  description  of the  Registrant's  General
         Partners.  See  Item 7  herein  for a  description  of  current  market
         conditions affecting the Registrant's business.

(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.

                  Container  leasing  companies and the Registrant  operate in a
                  similar  manner  by owning a  worldwide  fleet of new and used
                  transportation  containers  and leasing  these  containers  to
                  international  shipping  companies  hauling  various  types of
                  goods among  numerous  trade  routes.  All lessees pay a daily
                  rental rate and in certain  markets  may pay special  handling
                  fees and/or  drop-off  charges.  In addition to these fees and
                  charges,  a lessee 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.  Container leasing companies compete with one another
                  on the basis of lease rates,  availability  of  equipment  and
                  services provided.  To ensure the availability of equipment to
                  its customers,  container leasing companies and the Registrant
                  may pay to reposition  containers from low demand locations to
                  higher  demand  locations.  By  maintaining  the highest lease
                  rates and the highest equipment utilization factors allowed by
                  market conditions, the Registrant attempts to generate revenue
                  and profit.  The  majority of the  Registrant's  equipment  is
                  leased  under  master  leases,  which  are  comparable  to the
                  corporate rate  agreements  used by rental car companies.  The
                  master leases provide that the lessee,  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  under  lease  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  Registrant's
                  equipment,   see  "Leasing  Policy"  under  "Business  of  the
                  Partnership" in the  Registrant's  Prospectus as supplemented.
                  The  Registrant  also  sells  containers  in the course of its
                  business as opportunities arise, at the end of the container's
                  useful life or if market and economic  considerations indicate
                  that  a  sale  would  be  beneficial.  See  "Business  of  the
                  Partnership" in 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)       One  lessee  accounted  for 12%,  12% and 13% of total revenue
                  of the  Registrant for the years ended December 31, 1999, 1998
                  and 1997,  respectively. No other single lessee  accounted for
                  10% or  more  of the   total  revenue of the  Registrant.  The
                  Partnership has insurance that would cover loss of  revenue as
                  a result  of  default under  all  its  leases, as  well as the
                  recovery  cost or replacement  value of  all  its  containers,
                  including those of this lessee.  The insurance  covers loss of
                  lease    revenues  for  a   specified   period  of  time,  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 default or loss by this
                  lessee. Because of this insurance and because the  Partnership
                  would likely be able,  over a period of  time, to  re-lease or
                  sell any containers  that  were returned  to the  Partnership,
                  the  General  Partners  believe  that the loss  of this lessee
                  would not have a 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.  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 or  sell containers that
                  are returned to the Partnership by the lessees.

(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 91% of the total
                  equipment held by all container  leasing  companies.  The top
                  two   container   leasing    companies    combined     control
                  approximately 36% 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 manages  approximately
                  13% of the equipment held by all container leasing  companies.
                  The  customers  for     leased    containers   are   primarily
                  international shipping  lines.  The Registrant  alone is not a
                  material  participant  in  the  worldwide   container  leasing
                  market.  The  principal  methods  of  competition  are  price,
                  availability and the provision  of  worldwide  service  to the
                  international shipping community. Competition in the container
                  leasing market has  increased over the  past few years.  Since
                  1996, shipping  alliances and other operational consolidations
                  among  shipping  lines  have  allowed  shipping lines to begin
                  operating  with  fewer   containers,  thereby  decreasing  the
                  demand  for  leased  containers.  Furthermore,  primarily  due
                  to   lower  new  container  prices  and  low  interest  rates,
                  shipping  lines   now   own,   rather   than  lease,  a higher
                  percentage  of  containers.  The   decrease   in  demand  from
                  shipping lines,  along with the entry of new  leasing  company
                  competitors offering low container rental rates, has increased
                  competition among container lessors such as the Registrant.

(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 at December 31, 1999 had 4 employees. Textainer
                  Equipment  Management  Limited  (TEM),  an  Associate  General
                  Partner,  is  responsible  for the  management  of the leasing
                  operations  of the  Registrant  and at December 31, 1999 had a
                  total of 164 employees.

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

         The  Registrant  is involved  in leasing  containers  to  international
         shipping  companies for use in world trade.  Approximately 15%, 20% and
         11% of the Registrant's  rental revenue during the years ended December
         31, 1999,  1998 and 1997,  respectively,  was derived  from  operations
         sourced or terminated  domestically.  These  percentages do not reflect
         the proportion of the  Partnership's  income from operations  generated
         domestically  or  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,
         see "Risk Factors" in the Registrant's Prospectus, as supplemented.

ITEM 2.  PROPERTIES

As of December 31, 1999, the Registrant owned the following types and quantities
of equipment:

         20-foot standard dry freight containers                           4,376
         40-foot standard dry freight containers                           4,582
         40-foot high cube dry freight containers                          1,684
                                                                          ------
                                                                          10,642
                                                                          ======
During  December 1999,  approximately  83% of these  containers were on lease to
international  shipping  companies  and the balance was being  stored at a large
number of storage depots located worldwide.

For  information  about  the  Registrant's   property,   see  "Business  of  the
Partnership" in the Registrant's Prospectus,  as supplemented.  See also Item 7,
"Results of Operations"  regarding  possible  future  write-downs of some of the
Registrant's property.


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.

                                     PART II

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

ITEM 201:

(a)      Market Information.

(a)(1)(i)         The Registrant's  limited  partnership  Units 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. The program
                  operates only when the Managing  General  Partner  determines,
                  among other matters,  that payment for redeemed Units will not
                  impair the capital or operations of the Registrant.

(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, 2000,  there were 1,940  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 701:         Inapplicable.











ITEM 6.  SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>

                                                       (Amounts in thousands except for per unit amounts)
                                                                      Year ended December 31,
                                                ---------------------------------------------------------------------
                                                    1999          1998          1997          1996          1995
                                                    ----          ----          ----          ----          ----
<S>                                                    <C>        <C>           <C>             <C>           <C>

Rental income...........................         $   5,413     $   6,258     $   5,798     $   3,815     $     732

Net earnings (loss).....................         $     887     $   1,717     $   1,649     $    (580)    $    (400)

Net earnings (loss) per unit of
limited partnership interest............         $    0.34     $    0.37     $    0.84     $   (0.76)          N/A

Distributions per unit of
limited partnership interest............         $    1.30     $    1.72     $    1.74     $    0.60           N/A


Distributions per unit of
limited partnership interest
representing a return of capital........         $    0.96     $    1.35     $    0.90     $    1.36           N/A

Total assets............................         $  27,440     $  29,126     $  31,017     $  30,528     $  24,239

Outstanding balance on revolving
credit line.............................         $       -     $       -     $       -     $   8,780     $  21,282


Intercompany borrowings for container
purchases...............................         $       -     $       -     $      29     $       -     $   2,393

</TABLE>

<PAGE>


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

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

The Financial  Statements contain information that will assist in evaluating the
financial  condition of the  Partnership  for the years ended December 31, 1999,
1998 and 1997.  Please refer to the  Financial  Statements  and Notes thereto in
connection with the following discussion.

Liquidity and Capital Resources

From May 10,  1996  until  April  30,  1997,  the  Partnership  offered  limited
partnership  interests  to the  public.  The  Partnership  received  its minimum
subscription  amount of $1,100 on June 17,  1996,  and raised a total of $36,968
from the offering.

From time to time, the Partnership will redeem units from limited partners for a
specified  redemption  value,  which  is  set  by  formula.  Up  to  2%  of  the
Partnership's outstanding units may be redeemed each year, although the 2% limit
may be exceeded at the Managing General  Partner's  discretion.  All redemptions
are subject to the Managing  General  Partner's  good faith  determination  that
payment for the redeemed units will not (i) cause the Partnership to be taxed as
a  corporation,  (ii) impair the capital or  operations of the  Partnership,  or
(iii) impair the ability of the Partnership to pay  distributions  in accordance
with its distribution policy. Since inception,  the Partnership has not redeemed
any units.

The Partnership invests working capital,  cash flow from operations prior to its
distribution  to the partners and proceeds  from  container  sales that have not
been  used  to  purchase  containers  in  short-term,  liquid  investments.  The
Partnership's  cash is  affected  by  cash  provided  by or  used in  operating,
investing and  financing  activities. These  activities  are discussed in detail
below.

Limited partners are currently  receiving monthly distributions in an annualized
amount equal to 6% of their original investment.  During the year ended December
31, 1999,  the  Partnership  declared  cash  distributions  to limited  partners
pertaining to the period from December 1998 through November 1999, in the amount
of $2,403. On a cash basis, all of these distributions were from operations.  On
a GAAP  basis,  $1,780 of these  distributions  was a return of capital  and the
balance was from net earnings.

At December 31, 1999, the Partnership had no commitments to purchase containers.

Net cash provided by operating  activities for the years ended December 31, 1999
and 1998, was $2,903 and $3,805, respectively.  The decrease of $902, or 24%, is
primarily  attributable  to the decrease in net earnings,  adjusted for non-cash
transactions, and fluctuations in accounts receivable, offset by fluctuations in
due from  affiliates,  net. Net  earnings,  adjusted for non-cash  transactions,
decreased primarily due to the decline in rental income, which is discussed more
fully in "Results of Operations".  The increase in accounts receivable of $35 in
the  year  ended  December  31,  1999  was  due to an  increase  in the  average
collection  period of  accounts  receivable,  offset by the  decrease  in rental
income. The decrease in accounts  receivable of $238 in the equivalent period in
1998 was  primarily  due to a  decrease  in the  average  collection  period  of
accounts receivable and to the resolution of payment issues with one lessee. The
increases in due from  affiliates,  net,  resulted  from timing  differences  in
payment of expenses and fees and in the  remittance of net rental  revenues from
TEM.

For the year ended December 31, 1999, net cash provided by investing  activities
(the  purchase  and sale of  containers)  was $237  compared to net cash used in
investing  activities of $10 for the year ended  December 31, 1998. The increase
of $247 was due to an increase in proceeds from container sales, which increased
primarily  due to an increase in the average  sales price,  and to a decrease in
container  purchases.  The  Partnership  sells  containers  when (i) a container
reaches the end of its useful life or (ii) an analysis  indicates  that the sale
is  warranted  based on existing  market  conditions  and the  container's  age,
location and condition.  Proceeds from container  sales will fluctuate  based on
the number of containers sold and the actual price received on the sale.

Consistent with its investment  objectives,  the Partnership intends to reinvest
available cash from operations,  after  distributions,  and all or a significant
amount of the proceeds from container sales in additional  containers.  However,
during the year ended  December 31, 1999, the  Partnership  did not reinvest any
cash from operations in new containers,  after making distributions,  due to the
effect of market  conditions  on the  Partnership's  financial  results.  Market
conditions  have had and are expected to continue to have, an adverse  effect on
the amount of cash provided by operations  that is available for the purchase of
additional containers,  after making distributions,  which has resulted in lower
than anticipated  reinvestment in containers.  While market  conditions have not
yet affected the price received by the Partnership  when it has sold containers,
these  conditions  have affected the price received by TEM. If the average sales
price  received by the  Partnership  also drops,  this  decrease  would  further
contribute to the lower than  anticipated  rate of  reinvestment  in containers.
The rate of reinvestment is also affected by distributions, which are determined
by  the  General   Partners  in  accordance   with  the  Partnership  Agreement.
Furthermore,  to the extent new containers  are purchased  with sales  proceeds,
they are not likely to equal the number of  containers  sold,  as new  container
prices are likely to be greater than the average sales price of containers sold.
Market  conditions are discussed more fully below under "Results of Operations".
A  slower  rate  of  reinvestment  will,  over  time,  affect  the  size  of the
Partnership's container fleet.

Results of Operations

The  Partnership's  income from operations,  which consists  primarily of rental
income, container depreciation,  direct container expenses, management fees, and
reimbursement of administrative expenses was directly related to the size of the
container fleet during the years ended December 31, 1999, 1998 and 1997, as well
as certain other factors as discussed  below.  The following is a summary of the
container fleet (in units) available for lease during those periods:

                                                     1999       1998        1997
                                                     ----       ----        ----

     Beginning container fleet...............      10,718     10,728       9,099
     Ending container fleet..................      10,642     10,718      10,728
     Average container fleet.................      10,680     10,723       9,914

The growth in the average  container  fleet during the years ended  December 31,
1997 and 1998 was primarily due to the buildup of the Partnership's portfolio as
the initial gross proceeds from the offering were invested. Although the average
container  fleet was  comparable  during  1999 and 1998,  as noted  above,  when
containers  are sold,  sales proceeds are not likely to be sufficient to replace
all of the  containers  sold,  which is likely  to  result in a trend  towards a
smaller average  container  fleet.  Other factors  related to the  Partnership's
ability to reinvest funds in new containers are discussed above under "Liquidity
and Capital Resources".

Rental  income and direct  container  expenses are also  affected by the average
utilization of the container fleet,  which was 78%, 83% and 85% during the years
ended December 31, 1999, 1998 and 1997, respectively. In addition, rental income
is affected by daily rental rates.

The following is a comparative analysis of  the  results  of  operations for the
years ended  December 31, 1999,  1998 and 1997.

The  Partnership's  income from operations for the years ended December 31, 1999
and 1998 was $837 and  $1,696,  respectively,  on rental  income  of $5,413  and
$6,258,  respectively.  The decrease in rental  income of $845, or 14%, from the
year  ended  December  31,  1998  to  the  year  ended  December  31,  1999  was
attributable  to  decreases  in income from  container  rentals and other rental
income,  which is discussed  below.  Income from  container  rentals,  the major
component of total revenue,  decreased $745, or 13%,  primarily due to decreases
in average on-hire utilization  of 6% and average  rental rates of 6%.

The Partnership's income from operations for  the  years ended December 31, 1998
and 1997 was $1,696 and $1,666,  respectively, on  rental  income of  $6,258 and
$5,798, respectively. The increase in rental income of $460 or 8%, from the year
ended December  31, 1997 to the year ended  December  31,  1998 was attributable
to increases in income from container  rentals and  other rental income.  Income
from container rentals, increased $180 or 3%. This increase was primarily due to
an  increase  in  the  average  container  fleet of 8%, offset by a  decrease in
average rental rates of 3% and a decrease in average on-hire utilization of 2%.

Since 1996, the container leasing industry has been adversely  affected by lower
demand for leased containers, increased competition and a trade imbalance, which
have resulted in declining utilization and rental rates and increased costs.

Demand for  leased  containers  decreased  due to  changes  in the  business  of
shipping  line  customers as a result of (i)  over-capacity  resulting  from the
additions of new, larger ships to the existing container ship fleet at a rate in
excess of the growth rate in  containerized  cargo  trade;  (ii)  shipping  line
alliances and other operational  consolidations that have allowed shipping lines
to operate with fewer containers; and (iii) shipping lines purchasing containers
to take advantage of low prices and favorable interest rates.

The entry of new leasing company competitors offering low container rental rates
to shipping  lines  resulted in downward  pressure on rental  rates,  and caused
leasing  companies to offer higher  leasing  incentives  and other  discounts to
shipping lines. The decline in the purchase price of new containers  during this
period  and  excess  industry  capacity  have also  caused  additional  downward
pressure on rental rates.

The  weakening  of many  Asian  currencies  in 1998  resulted  in a  significant
increase in exports  from Asia to North  America and Europe and a  corresponding
decrease  in  imports  into Asia from  North  America  and  Europe.  This  trade
imbalance created a weak demand for containers in North America and Europe and a
strong  demand for  containers in Asia,  which  resulted in a decline in leasing
incentives in Asia, but contributed to a further decline in average  utilization
and rental rates for the fleet managed by TEM. This  imbalance has also resulted
in an  unusually  high  build-up of  containers  in lower demand  locations.  To
alleviate  the  container  build-up,  the  Partnership  has  repositioned  newer
containers to higher demand locations.  However, as a result of this effort, the
Partnership has incurred  increased  direct  container  expenses during 1998 and
1999. This  repositioning  has been a significant  component of direct container
expenses.

Current  market  conditions  have also caused a decline in the economic value of
used containers,  which has resulted in write-downs and losses being recorded on
certain  older  containers  managed  by TEM for other  container  owners.  These
containers, located in lower demand locations, were identified as being for sale
as the expected  economic  benefit of  continuing  to own these  containers  was
significantly less than that of newer containers, primarily due to their shorter
remaining  marine life, the cost to reposition  containers  and shipping  lines'
preference for leasing newer containers. There have been no such losses or write
downs  recorded  by  the  Partnership  primarily  due to  the  young  age of the
Partnership's  container  fleet.  However,  as the  container  fleet  ages,  the
Partnership  may  incur  losses  and/or  write  downs on the  sale of its  older
containers  located  in low  demand  locations  if  existing  market  conditions
continue.  Additionally,  should the decline in economic  value of continuing to
own such containers turn out to be permanent, the Partnership may be required to
increase its  depreciation  rate or write-down  the value for some or all it its
container rental equipment.

Although average  utilization  during the year ended December 31, 1999 was lower
than the comparable period in 1998 for the reasons discussed above,  utilization
has been  steadily  improving  during the second  half of 1999 and has  remained
stable into the beginning of 2000.  This  improvement in utilization  was due to
slight  improvements  in demand for leased  containers  and the trade  imbalance
primarily  as a result of the  improvement  in  certain  Asian  economies  and a
related increase in exports out of Europe.  Although the General Partners do not
foresee material  changes in existing market  conditions for the near term, they
are  cautiously  optimistic  that  the  current  level of  utilization  might be
maintained during 2000. However,  the General Partners caution that utilization,
lease rates and container  sale prices could also decline,  adversely  affecting
the Partnership's operating results.

Substantially  all of the  Partnership's  rental income was  generated  from the
leasing of the Partnership's containers under short-term operating leases.

One  lessee  accounted  for  12%,  12%  and  13% of  the  total  revenue  of the
Partnership for the years ended December 31, 1999, 1998 and 1997,  respectively.
No other single lessee had 10% or more of the total  revenue of the  Registrant.
Because of the Partnership's  insurance and because the Partnership would likely
be able,  over a period of time,  to re-lease or sell any  containers  that were
returned to the Partnership,  the General Partners believe that the loss of this
lessee would not have a 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.  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 or
sell containers that are returned to the Partnership by the lessees.

The  balance of other  rental  income  consists  of other  lease-related  items,
primarily  income from charges to lessees for dropping off containers in surplus
locations less credits  granted to lessees for leasing  containers  from surplus
locations (location income), income from charges to lessees for handling related
to leasing and returning containers (handling income) and income from charges to
lessees for a Damage  Protection  Plan (DPP).  For the year ended  December  31,
1999,  the total of these other rental income items was $610, a decrease of $100
from the year ended  December 31, 1998.  This  decrease was  primarily  due to a
decrease in location income of $112, which decreased primarily due to a decrease
in charges to lessees for dropping off  containers  in certain  locations.  This
decrease  was in the  lessees'  favor and was  driven by the  market  conditions
discussed above.

For the year ended  December  31, 1998,  the total of these other rental  income
items was $710, an increase of $280 from the year ended December 31, 1997.  This
increase was  primarily  due to increases in location and DPP income of $314 and
$44,  respectively,  offset by a decrease  in handling  income of $76.  Location
income  increased  due to a decrease in credits  given to lessees for picking up
containers  from certain  locations.  DPP income  increased  primarily due to an
increase in the number of containers  carrying DPP,  offset by a decrease in the
average DPP price charged per container. Handling income decreased primarily due
to decreases in container  movement and the average  handling  price charged per
container.

Direct container expenses increased $74, or 5%, from the year ended December 31,
1998 to the year ended  December  31,  1999,  primarily  due to an  increase  in
storage expense of $134, partially offset by a decrease in repositioning expense
of $50. Storage expense increased  primarily due to the decrease in utilization.
Repositioning  expense  decreased  primarily due to lower average  repositioning
costs per container.

Direct container  expenses  increased $429, or 38%, from the year ended December
31, 1997 to the year ended  December  31,  1998,  primarily  due to increases in
repositioning and storage expenses of $368 and $64, respectively.  Repositioning
expense  increased due to an increase in the number of  containers  repositioned
and a higher average repositioning cost per container. Storage expense increased
due to the increase in average fleet size,  the decrease in  utilization  and an
increase in the average storage cost per container.

Bad debt expense  (benefit) was $61,  ($15) and $60 for the years ended December
31, 1999, 1998 and 1997, respectively. The resolution of payment issues with one
lessee and lower reserve requirements during 1998 were primarily responsible for
the benefit recorded in 1998 and, therefore, the fluctuation in bad debt expense
(benefit) between the periods.

Depreciation expense decreased $12, or 1%, from the year ended December 31, 1998
to the same  period in 1999 due to the  decrease  in  average  fleet  size.  The
increase in depreciation expense of $78, or 4%, from the year ended December 31,
1997 the  comparable  period in 1998 was primarily due  to  the  increase in the
average fleet size due to the build-up of the container fleet.

New container  prices have been declining since 1995, and the cost of purchasing
new containers at year-end 1998 and during 1999, was significantly less than the
cost of containers  purchased in prior years.  The Partnership has evaluated the
recoverability  of  the  recorded  amount  of  container  rental  equipment  and
determined  that a reduction to the  carrying  value of the  containers  was not
required  during  the  years   ended  December  31,  1999,  1998  and  1997. The
Partnership  will  continue to evaluate  the recoverability  of recorded amounts
of  container  rental  equipment  and  cautions  that a  write-down of container
rental equipment and/or an increase in its depreciation  rate may be required in
future periods for some or all of its container rental equipment.

Management fees to affiliates decreased $96, or 16% from the year ended December
31,  1998  to the  equivalent  period  in 1999  due to  decreases  in  equipment
management fees and incentive  management fees. Equipment management fees, which
are based on rental  income,  decreased due to the decrease in rental income and
were approximately 7% of rental income for the years ended December 31, 1999 and
1998.  Incentive  management fees, which are based on the Partnership's  limited
and general partner distribution percentage and partners' capital, decreased due
to decreases in the limited  partner  distribution  percentage  from 9% to 8% of
partners'  capital in July 1998 and from 8% to 6% of partners'  capital in March
1999.

Management fees to affiliates increased $29, or 5%, from the year ended December
31, 1997 to the  equivalent  period in 1998,  due to an  increase  in  equipment
management fees,  offset by a decrease in incentive  management fees.  Equipment
management  fees  increased  due to the increase in rental income and were 7% of
rental income for both periods.  Incentive  management fees decreased due to the
decreases  in the  limited  partner  distribution  percentage  from 10% to 9% of
partners'  capital in April 1997 and from 9% to 8% of partners'  capital in July
1998, offset by the increase in total partners' capital.

General and  administrative  costs to affiliates  decreased $62, or 18% from the
year ended December 31, 1998 to the equivalent  period in 1999. The decrease was
primarily due to a decrease in the allocation of overhead costs from TEM, as the
Partnership  represented  a smaller  portion of the total fleet  managed by TEM.
General and  administrative  costs to affiliates  decreased  $20, or 6% from the
year  ended  December  31,  1997 to  1998,  primarily  due to  decreases  in the
allocation of overhead costs from TEM and TCC.

Other income was $50 for the year ended  December  31, 1999  compared to $21 for
the  comparable  period in 1998.  The increase was due to an increase in gain on
sale of containers of $24 and an increase in interest income of $5.

Other income  provided $21 of additional  income for the year ended December 31,
1998, an increase of $38, from the same period in 1997.  The increase was due to
a decrease in  interest  expense,  net of $110,  offset by a decrease in gain on
sale of containers of $72. The decrease in interest expense,  net, was primarily
due to the Partnership paying the credit facility in full on March 31, 1997.

Net earnings per limited  partnership  unit decreased  from $0.37 to $0.34,  and
from $0.84 to $0.37 from the years ended  December 31, 1998 to 1999 and December
31, 1997 to 1998,  respectively.  These  decreases  reflect the decreases in net
earnings  allocated  to limited  partners  from $686 to $623 from the year ended
December  31,  1998 to 1999 and from  $1,492 to $686 from  December  31, 1997 to
1998.  The  allocation of net earnings for the years ended December 31, 1999 and
1998  included  a  special   allocation  of  gross  income  of  $180  and  $868,
respectively,  to the  General  Partners  in  accordance  with  the  Partnership
Agreement.

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  containers.  The  Partnership's  business risk in its foreign
operations lies with the  creditworthiness of the lessees, and the Partnership's
ability to keep its containers under lease,  rather than the geographic location
of the  containers or the domicile of the lessees.  The containers are generally
operated on the international high seas rather than on domestic  waterways.  The
containers are subject to the risk of war or other political, economic or social
occurrence  where  the  containers  are used,  which  may  result in the loss of
containers,  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, 1999,  which would result in such a
risk materializing.

Other risks of the Partnership's  leasing  operations include  competition,  the
cost of  repositioning  containers  after  they come  off-lease,  the risk of an
uninsured  loss,  increases in maintenance  expenses or other costs of operating
the  containers,  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.

Effect of Date Crossing to Year 2000

There has been no material effect on the Partnership's  financial  condition and
results of  operations as a result of problems  arising from  computer  systems'
abilities to process dates beyond January 1, 2000.  The General  Partners do not
currently  expect any such problems to arise within their own computer  systems.
The  likelihood  that a failure in a third party's system would occur and have a
significant  adverse effect on the Partnership's  operations seems  increasingly
remote,  but no assurance can be given that,  due to  unforeseen  circumstances,
such an event could not occur.  Therefore,  the  Partnership's  contingency plan
remains in place;  that is, the General  Partners  continue to remain capable of
switching  temporarily to manual  operations in the event of a computer system's
failure. There can be no assurance, however, that switching to manual operations
would prevent all adverse effects of any future year 2000 problem.

Forward Looking Statements

The foregoing includes forward-looking statements and predictions about possible
or  future  events,  results  of  operations  and  financial  condition.   These
statements  and  predictions  may  prove  to  be  inaccurate,   because  of  the
assumptions  made by the  Partnership  or the  General  Partners  or the  actual
development  of  future  events.  No  assurance  can be given  that any of these
forward-looking statements or predictions will ultimately prove to be correct or
even substantially correct. The risks and uncertainties in these forward-looking
statements  include,  but are not  limited  to,  changes  in demand  for  leased
containers,  changes in global  business  conditions  and their  effect on world
trade,  future  modifications  in the way in  which  the  Partnership's  lessees
conduct their business or of the  profitability of their business,  increases or
decreases in new container  prices or the  availability  of financing  therefor,
alterations in the costs of maintaining and repairing used containers, increases
in competition,  changes in the Partnership's  ability to maintain insurance for
its  containers  and its  operations,  the effects of  political  conditions  on
worldwide  shipping and demand for global trade or of other general business and
economic cycles on the  Partnership,  as well as other risks detailed herein and
from time to time in the Partnership's  filings with the Securities and Exchange
Commission.  The  Partnership  does  not  undertake  any  obligation  to  update
forward-looking statements.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Inapplicable.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Attached pages 13 to 24.

<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, 1999 and
1998 and the related  statements of earnings,  partners'  capital and cash flows
for each of the years in the three-year  period ended  December 31, 1999.  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, 1999 and 1998 and the results of its operations, its
partners'  capital  and its cash  flows for each of the years in the  three-year
period ended December 31, 1999, in conformity with generally accepted accounting
principles.



                             KPMG LLP


San Francisco, California
February 18, 2000

<PAGE>
<TABLE>
<CAPTION>

TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
(a California Limited Partnership)

Balance Sheets

December 31, 1999 and 1998
(Amounts in thousands)
-----------------------------------------------------------------------------------------------------------

                                                                          1999                    1998
                                                                   ----------------        ----------------
<S>                                                              <C>                      <C>
 Assets
 Container rental equipment, net of accumulated
      depreciation of $7,793 (1998:  $5,872)                        $       25,174          $       27,435
 Cash                                                                          729                     274
 Accounts receivable, net of allowance
      for doubtful accounts of $122 (1998:  $70)                             1,254                   1,188
 Due from affiliates, net (note 2)                                             278                     221
 Prepaid expenses                                                                5                       8
                                                                    ---------------         ---------------

                                                                    $       27,440          $       29,126
                                                                    ===============         ===============

 Liabilities and Partners' Capital
 Liabilities:
      Accounts payable                                              $          143          $          176
      Accrued liabilities                                                      203                     117
      Accrued recovery costs (note 1(i))                                        78                      60
      Accrued damage protection plan costs (note 1(j))                         159                     124
      Deferred quarterly distributions (note 1(g))                              30                      42
                                                                    ---------------         ---------------

          Total liabilities                                                    613                     519
                                                                    ---------------         ---------------

 Partners' capital:
      General partners                                                           -                       -
      Limited partners                                                      26,827                  28,607
                                                                    ---------------         ---------------

          Total partners' capital                                           26,827                  28,607
                                                                    ---------------         ---------------

                                                                    $       27,440          $       29,126
                                                                    ===============         ===============

 See accompanying notes to financial statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
(a California Limited Partnership)

Statements of Earnings

Years ended  December 31, 1999,  1998 and 1997
(Amounts in thousands  except for unit and per unit amounts)
----------------------------------------------------------------------------------------------------------------------

                                                                      1999               1998               1997
                                                                ----------------   ----------------   ----------------
<S>                                                              <C>                 <C>                  <C>

Rental income                                                   $         5,413    $         6,258    $         5,798
                                                                ----------------   ----------------   ----------------
Costs and expenses:
    Direct container expenses                                             1,620              1,546              1,117
    Bad debt expense (benefit)                                               61                (15)                60
    Depreciation                                                          1,987              1,999              1,921
    Professional fees                                                        90                 43                 41
    Management fees to affiliates (note 2)                                  487                583                554
    General and administrative costs to affiliates (note 2)                 281                343                363
    Other general and administrative costs                                   50                 63                 76
                                                                ----------------   ----------------   ----------------

                                                                          4,576              4,562              4,132
                                                                ----------------   ----------------   ----------------

    Income from operations                                                  837              1,696              1,666
                                                                ----------------   ----------------   ----------------

Other income (expense):
    Interest income (expense), net                                           24                 19                (91)
    Gain on sale of containers                                               26                  2                 74
                                                                ----------------   ----------------   ----------------

                                                                             50                 21                (17)
                                                                ----------------   ----------------   ----------------

    Net earnings                                                $           887    $         1,717    $         1,649
                                                                ================   ================   ================
Allocation of net earnings (note 1(g)):
    General partners                                            $           264    $         1,031    $           157
    Limited partners                                                        623                686              1,492
                                                                ----------------   ----------------   ----------------

                                                                $           887    $         1,717    $         1,649
                                                                ================   ================   ================
Limited partners' per unit share of
    net earnings                                                $          0.34    $          0.37    $          0.84
                                                                ================   ================   ================
Limited partners' per unit share
    of distributions                                            $          1.30    $          1.72    $          1.74
                                                                ================   ================   ================
Weighted average number of limited
    partnership units outstanding (note 1(k))                         1,848,397          1,848,397          1,784,694
                                                                ================   ================   ================

See accompanying notes to financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
(a California Limited Partnership)

Statements of Partners' Capital

Years ended December 31, 1999, 1998 and 1997
(Amounts in thousands)
--------------------------------------------------------------------------------------------------------------------------

                                                                                    Partners' Capital
                                                                ----------------------------------------------------------
                                                                   General               Limited                Total
                                                                ---------------       ---------------       --------------
<S>                                                              <C>                      <C>                 <C>

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

Proceeds from sale of limited partnership units                              -                11,835               11,835

Syndication and offering costs                                               -                (1,065)              (1,065)

Distributions                                                             (340)               (3,098)              (3,438)

Net earnings                                                               157                 1,492                1,649
                                                                 --------------        --------------        -------------

Balances at December 31, 1997                                             (682)               31,094               30,412
                                                                 --------------        --------------        -------------

Distributions                                                             (349)               (3,173)              (3,522)

Net earnings                                                             1,031                   686                1,717
                                                                 --------------        --------------        -------------

Balances at December 31, 1998                                                -                28,607               28,607
                                                                 --------------        --------------        -------------

Distributions                                                             (264)               (2,403)              (2,667)

Net earnings                                                               264                   623                  887
                                                                 --------------        --------------        -------------

Balances at December 31, 1999                                    $           -         $      26,827         $     26,827
                                                                 ==============        ==============        =============

See accompanying notes to financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
(a California Limited Partnership)

Statements of Cash Flows
Years ended December 31, 1999, 1998 and 1997
(Amounts in thousands)
------------------------------------------------------------------------------------------------------------------

                                                                            1999           1998           1997
                                                                       -------------  -------------- -------------
<S>                                                                   <C>             <C>           <C>
Cash flows from operating activities:
   Net earnings                                                         $      887     $     1,717   $      1,649
   Adjustments to reconcile net earnings to
       net cash provided by operating activities:
         Depreciation                                                        1,987           1,999          1,921
         Increase (decrease) in allowance for doubtful accounts                 52             (27)            59
         Gain on sale of containers                                            (26)             (2)           (74)
         (Increase) decrease in assets:
             Accounts receivable                                               (35)            238           (562)
             Due from affiliates, net                                          (71)           (321)            95
             Prepaid expenses                                                    3              48            (17)
         Increase (decrease) in liabilities:
             Accounts payable and accrued liabilities                           53              82             72
             Accrued recovery costs                                             18              26             16
             Accrued damage protection plan costs                               35              45              2
                                                                        ------------   ------------- -------------

             Net cash provided by operating activities                       2,903           3,805          3,161
                                                                        ------------   ------------- -------------

Cash flows from investing activities:
   Proceeds from sale of containers                                            237             131            210
   Container purchases                                                           -            (141)        (4,131)
   Cash collateral deposit                                                       -              -             991
                                                                        ------------   ------------- -------------

             Net cash provided by (used in) investing activities               237             (10)        (2,930)
                                                                        ------------   ------------- -------------

Cash flows from financing activities:
   Proceeds from sales of limited partnership units                              -               -         11,972
   Distributions to partners                                                (2,685)         (3,603)        (3,327)
   Syndication and offering costs                                                -               -         (1,065)
   Repayments under revolving credit line                                        -               -         (8,780)
   (Repayments to) borrowings from affiliates                                    -             (29)            29
                                                                        ------------   ------------- -------------

              Net cash used in financing activities                         (2,685)        (3,632)         (1,171)
                                                                        ------------   ------------- -------------

Net increase (decrease) in cash                                                455            163            (940)

Cash at beginning of period                                                    274            111           1,051
                                                                        ------------   ------------- -------------

Cash at end of period                                                   $      729     $       274   $        111
                                                                        ============   ============= =============

Interest paid during the period                                         $        -     $         1   $        131
                                                                        ============   ============= =============

See accompanying notes to financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

Statements of Cash Flows--Continued

Years ended December 31, 1999, 1998 and 1997
(Amounts in thousands)
-------------------------------------------------------------------------------------------------------------------


Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of container purchases, distributions
to partners,  proceeds from sale of limited  partnership units and proceeds from
sale of containers  which had not been paid or received by the Partnership as of
December 31, 1999,  1998,  1997 and 1996,  resulting in  differences  in amounts
recorded and amounts of cash disbursed or received by the Partnership,  as shown
in the Statements of Cash Flows.


                                                                      1999          1998         1997         1996
                                                                   ----------    ---------    ----------   ----------
<S>                                                              <C>            <C>             <C>           <C>

Container purchases included in:
     Due to affiliates........................................           $ -         $ -          $ 1         $ 2
     Container purchases payable..............................             -           -            -          24

Distributions to partners included in:
     Due to affiliates........................................            20          26           91          16
     Deferred quarterly distributions.........................            30          42           58          22

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

Proceeds from sale of containers included in:
     Due from affiliates......................................            21          41           13           1

The following table summarizes the amounts of container purchases, distributions
to partners,  proceeds from sale of limited  partnership units and proceeds from
sale of containers  recorded by the Partnership and the amounts paid or received
as shown in the  Statements of Cash Flows for the years ended December 31, 1999,
1998, and 1997.

                                                                                    1999         1998          1997
                                                                                    ----         ----          ----

Container purchases recorded..............................................        $    -       $  140      $  4,106
Container purchases paid..................................................             -          141         4,131

Distributions to partners declared........................................         2,667        3,522         3,438
Distributions to partners paid............................................         2,685        3,603         3,327

Proceeds from sale of limited partnership units recorded.................              -            -        11,835
Proceeds from sale of limited partnership units received.................              -            -        11,972

Proceeds from sale of containers recorded.................................           217          159           222
Proceeds from sale of containers received.................................           237          131           210

The  Partnership  has  entered  into direct  finance  leases,  resulting  in the
transfer of containers from container rental  equipment to accounts  receivable.
The carrying values of containers transferred during the year ended December 31,
1999 were $83. The  Partnership  did not enter into direct finance leases in the
years ended December 31, 1998 and 1997.

</TABLE>
See accompanying notes to financial statements

<PAGE>

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

Notes to Financial Statements

Years ended  December 31, 1999,  1998 and 1997
(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,  with a maximum  life of 21  years,  was
      formed on February 1, 1995.  The  Partnership  was formed 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.  TEIF VI offered units representing limited partnership
      interests  (Units) to the public from May 10,  1996 until April 30,  1997,
      the close of the offering period, when a total of 1,848,397 Units had been
      purchased for a total of $36,968.

      Textainer Capital Corporation (TCC) is the managing general partner of the
      Partnership.  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. The General Partners also act in this
      capacity  for other  limited  partnerships.  Prior to its  liquidation  in
      October 1998,  Textainer  Acquisition  Services  Limited  (TAS),  a former
      affiliate  of the  General  Partners,  performed  services  related to the
      acquisition  of  containers  outside  the  United  States on behalf of the
      Partnership.  Effective  November 1998, these services are being performed
      by TEM. TCC Securities  Corporation (TSC), a licensed broker and dealer in
      securities  and an  affiliate  of the General  Partners,  was the Managing
      Sales  Agent  for the  offering  of Units  for sale.  TSC was  closed  and
      liquidated in December 1998. TCC, TEM and TL are subsidiaries of Textainer
      Group Holdings  Limited (TGH). 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 were  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. Such costs have not been recorded by the Partnership.

      (b)  Basis of Accounting

      The  Partnership  utilizes the accrual  method of  accounting.  Revenue is
      recorded  when  earned  according  to the  terms of the  container  rental
      contracts.  These  contracts are classified as operating  leases or direct
      finance leases if they so qualify under Statement of Financial  Accounting
      Standards  No.  13:  "Accounting  for  Leases".  Substantially  all of the
      Partnership's  rental  income  was  generated  from  the  leasing  of  the
      Partnership's containers under short-term operating leases.

      (c)  Use of Estimates

      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.

      (d)  Fair Value of Financial Instruments

      In accordance  with Statement of Financial  Accounting  Standards 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,  1999  and  1998,  the  fair  value of the
      Partnership's financial instruments approximates the related book value of
      such instruments.

      (e)  Container Rental Equipment

      Container  rental  equipment  is  recorded  at  the  cost  of  the  assets
      purchased,  less depreciation  charged.  Depreciation of new containers is
      computed using the  straight-line  method over an estimated useful life of
      12 years to a 28% salvage value.  Used  containers are  depreciated  based
      upon their  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
      equipment  accounts and any resulting gain or loss is recognized in income
      for the period.

      In accordance  with Statement of Financial  Accounting  Standards No. 121,
      "Accounting for the Impairment of Long-Lived  Assets and Long-Lived Assets
      to be Disposed of" (SFAS 121), the Partnership  periodically  compares the
      carrying  value of its  containers  to expected  future cash flows for the
      purpose of assessing the  recoverability of the recorded  amounts.  If the
      carrying value exceeds  expected future cash flows, the assets are written
      down to estimated  fair value.  In  addition,  containers  identified  for
      disposal are  recorded at the lower of carrying  amount or fair value less
      cost to sell.

      New  container  prices have been  declining  since  1995,  and the cost of
      purchasing   new   containers  at  year-end  1998  and  during  1999,  was
      significantly  less than the cost of containers  purchased in prior years.
      The Partnership has evaluated the recoverability of the recorded amount of
      container rental equipment and determined that a reduction to the carrying
      value of the containers  was not required  during the years ended December
      31, 1999,  1998 and 1997.  The  Partnership  will continue to evaluate the
      recoverability  of recorded  amounts of  container  rental  equipment  and
      cautions  that a  write-down  of  container  rental  equipment  and/or  an
      increase in its  depreciation  rate may be required in future  periods for
      some or all of its container rental equipment.

      (f)  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.  The domicile of the lessee is not indicative
      of where the lessee is  transporting  the  containers.  The  Partnership's
      business risk in its foreign operations lies with the  creditworthiness of
      the lessees rather than the  geographic  location of the containers or the
      domicile of the lessees.

      For the years ended  December  31, 1999,  1998 and 1997,  revenue from one
      lessee  accounted for more than 10% of the  Partnership's  revenues,  with
      revenues  of 12%,  12% and  13%,  respectively.  No  other  single  lessee
      accounted  for more than 10% of the  Partnership's  revenues  during 1999,
      1998 and 1997.

      (g)  Allocation of Net Earnings and Partnership Distributions

      In accordance with the Partnership Agreement,  sections 3.08 through 3.12,
      net earnings or losses and distributions  are generally  allocated 9.5% to
      the General Partners and 90.5% to the Limited Partners.  If the allocation
      of  distributions  exceeds the  allocation  of net  earnings and creates a
      deficit in a General Partner's capital account, the Partnership  Agreement
      provides for a special  allocation  of gross income equal to the amount of
      the  deficit,  beginning in the year  following  the close of the offering
      period.  During  the year  ended  December  31,  1998,  the first  special
      allocation of gross income of $868 was made to the General Partners.

      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  deferred  distributions  of $30 and $42, at
      December 31, 1999 and 1998, respectively.

      (h)  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.

      (i)  Recovery Costs

      The  Partnership  accrues an estimate  for  recovery  costs as a result of
      defaults under its leases that it expects to incur, which are in excess of
      estimated insurance  proceeds.  At December 31, 1999 and 1998, the amounts
      accrued were $78 and $60, respectively.

      (j)  Damage Protection Plan

      The  Partnership  offers a Damage  Protection Plan (DPP) to lessees of its
      containers.  Under  the terms of DPP,  the  Partnership  earns  additional
      revenues  on a daily  basis  and,  in return,  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. DPP expenses are included in
      direct  container  expenses on the  Statements of Earnings and the related
      reserve at December 31, 1999 and 1998 is $159 and $124, respectively.

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

      Limited  partners'  per unit share of both net earnings and  distributions
      were  computed  using the  weighted  average  number of units  outstanding
      during  the years  ended  December  31,  1999,  1998 and 1997,  which were
      1,848,397, 1,848,397 and 1,784,694, respectively.

      (l)  Reclassifications

      Certain  reclassifications,  not affecting net earnings, have been made to
      prior year amounts in order to conform with the 1999  financial  statement
      presentation.

Note 2.  Transactions with Affiliates

      During the offering  period,  the Partnership  paid 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  paid  commissions  to  independent
      participating broker/dealers who participated in the offering. The amounts
      of the managing sales agent fee and the  broker/dealers'  commissions were
      determined   by  the  volume  of  Units  sold  to  each  investor  by  the
      broker/dealers.  These fees and  commissions,  which totaled $1,065 during
      1997 were deducted as syndication and offering costs in the  determination
      of the net limited partners contribution. The General Partners or TSC have
      paid, 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 equipment  management fee, an incentive management
      fee and an equipment  liquidation fee. These fees are for various services
      provided in  connection  with the  administration  and  management  of the
      Partnership.  The  Partnership  incurred $108,  $146 and $148 of incentive
      management  fees during each of the three years ended  December  31, 1999,
      1998 and 1997,  respectively.  No equipment liquidation fees were incurred
      during these periods.

      The  Partnership's  containers are managed by TEM. In its role as manager,
      TEM has authority to acquire, hold, manage, lease, sell and dispose of the
      containers.  TEM holds,  for the payment of direct operating  expenses,  a
      reserve of cash that has been collected from leasing operations; such cash
      is included in due from affiliates, net, at December 31, 1999 and 1998.

      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 years ended December 31, 1999, 1998 and 1997, these fees totaled $379,
      $437 and $406,  respectively.  The Partnership's  containers are 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  incurred  and paid by TEM and TCC.  Total  general  and
      administrative costs allocated to the Partnership were as follows:

                                                   1999         1998        1997
                                                   ----         ----        ----

           Salaries                              $  156       $  186      $  197
           Other                                    125          157         166
                                                    ---          ---         ---
           Total general and
                administrative costs             $  281       $  343      $  363
                                                    ===          ===         ===

      TEM allocates these general and administrative costs based on the ratio of
      the  Partnership's  interest  in  the  managed  containers  to  the  total
      container  fleet  managed by TEM during the period.  TCC  allocates  these
      costs  based on the  ratio of the  Partnership's  containers  to the total
      container  fleet of all limited  partnerships  managed by TCC. The General
      Partners allocated the following general and  administrative  costs to the
      Partnership:

                                                   1999         1998        1997
                                                   ----         ----        ----

           TEM                                   $  251       $  311      $  321
           TCC                                       30           32          42
                                                    ---          ---         ---
           Total general and
                administrative costs             $  281       $  343      $  363
                                                    ===          ===         ===

      The General  Partners  may acquire  containers  in their own name and hold
      title on a temporary basis for the purpose of facilitating the acquisition
      of such containers for the Partnership.  The containers 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,  1999 and 1998,  amounts  due from  affiliates,  net, is
      comprised of:

                                                         1999               1998
                                                         ----               ----
      Due from affiliates:
       Due from TEM................................     $303                $251
                                                         ---                 ---

      Due to affiliates:
       Due to TL...................................       20                  26
       Due to TCC..................................        5                   4
                                                         ---                 ---
                                                          25                  30
                                                         ---                 ---

      Due from affiliates, net                          $278                $221
                                                         ===                 ===

      These amounts  receivable  from and payable to affiliates were incurred in
      the ordinary course of business between the Partnership and its affiliates
      and represent  timing  differences  in the accrual and payment of expenses
      and fees  described  above and in the accrual and remittance of net rental
      revenues from TEM.

      It is the policy of the  Partnership  and the  General  Partners to charge
      interest on amounts due to the General  Partners which are outstanding for
      more than one  month,  to the  extent  such  balances  relate to loans for
      container  purchases.  Interest is charged at a rate not greater  than the
      General  Partners'  or  affiliates'  own cost of  funds.  The  Partnership
      incurred $1 of interest expense on amounts due to the General Partners for
      the year ended December 31, 1998.  There was no interest  expense incurred
      on amounts due to the General  Partners  for the years ended  December 31,
      1999 or 1997.

Note 3.  Rentals under Operating Leases

      The following are the future  minimum rent  receivables  under  cancelable
      long-term  operating leases at December 31, 1999.  Although the leases are
      generally  cancelable  at  the  end of  each  twelve-month  period  with a
      penalty,  the  following  schedule  assumes  that the  leases  will not be
      terminated.

      Year ending December 31,

      2000...................................................              $ 757
      2001...................................................                 91
      2002...................................................                 79
      2003...................................................                 22
                                                                             ---

      Total minimum future rentals receivable................              $ 949
                                                                             ===

Note 4.  Note Payable

      The Partnership had a short-term  revolving credit facility (the Facility)
      with an available limit of $25,000, which expired June 30, 1997, which was
      used for container purchases.  Balances borrowed under the credit facility
      bore interest at either the Prime Rate plus .25%, or LIBOR plus 1.75%, and
      were  secured by all assets of the  Partnership.  The  Partnership  paid 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,  was payable
      quarterly  in arrears.  The  Facility was repaid in full on March 31, 1997
      and the  restricted  cash  collateral  deposit of $991 was returned to the
      Partnership.

Note 5.  Income Taxes

      During  the years  ended  December  31,  1999,  1998 and 1997,  there were
      temporary  differences  of  $13,868,  $10,546  and  $7,058,  respectively,
      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 income for  financial  statement
      purposes to net loss for federal  income tax  purposes for the years ended
      December 31, 1999, 1998 and 1997, is as follows:
<TABLE>
<CAPTION>
                                                                            1999            1998           1997
                                                                            ----            ----           ----
<S>                                                                         <C>            <C>           <C>
      Net income per financial statements..........................     $    887        $  1,717       $  1,649
      Increase (decrease) in provision for bad debt................           52             (27)            59
      Depreciation for federal income tax purposes in excess
         of depreciation for financial statement purposes..........       (3,536)         (3,556)        (3,308)
      Gain on sale of fixed assets for federal income tax
         purposes in excess of gain recognized for
         financial statement purposes..............................          127              50             25
      Increase in damage protection plan reserve...................           35              45              2
                                                                          ------          -------        -------

      Net loss for federal income tax purposes.....................     $ (2,435)       $ (1,771)      $ (1,573)
                                                                          =======         =======        =======
</TABLE>

<PAGE>




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

There have been none.

                                PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Registrant has no officers or directors.

As described in the Prospectus, the Registrant's three general partners are TCC,
TEM and TL. TCC is the Managing  General  Partner of the Partnership and TEM and
TL are Associate  General  Partners.  The Managing General Partner and Associate
General Partners are collectively referred to as the General Partners.  TCC, TEM
and TL are wholly-owned or  substantially-owned  subsidiaries of Textainer Group
Holdings  Limited  (TGH).  The General  Partners act in this  capacity for other
limited  partnerships.  Prior to its  liquidation  in  October  1998,  Textainer
Acquisition  Services Limited (TAS) was an affiliate of the General Partners and
performed  services  related to the acquisition of equipment  outside the United
States on behalf of the Partnership. Effective November 1998, these services are
performed by TEM. TCC Securities Corporation (TSC), a licensed broker and dealer
in securities and an affiliate of the General  Partners,  was the managing sales
agent for the  offering  of Units for sale.  TSC was  closed and  liquidated  in
December 1998.

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.

TEM, an Associate  General Partner,  manages all aspects of the operation of the
Registrant's equipment.

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 and equipment owners,
and regarding the terms upon which particular items of equipment are acquired.

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, 1999,  all Section 16(a) filing  requirements  were complied
with. No member of management or beneficial  owner owned more than 10 percent of
any  interest in the  Partnership.  None of the  individuals  subject to Section
16(a) failed to file or filed late any reports of transactions in the Units.


<PAGE>
<TABLE>
<CAPTION>

The directors and executive officers of the General Partners are as follows:

Name                              Age    Position
<S>                                <C>    <C>
Neil I. Jowell                     66    Director and Chairman of TGH, TEM, TL, TCC and TFS
John A. Maccarone                  55    President, CEO and Director of TGH, TEM, TL, TCC and TFS
James E. Hoelter                   60    Director of TGH, TEM, TL, TCC and TFS
Alex M. Brown                      61    Director of TGH, TEM, TL, TCC and TFS
Harold J. Samson                   78    Director of TGH and TL
Philip K. Brewer                   43    Senior Vice President - Asset Management Group
Robert D. Pedersen                 41    Senior Vice President - Leasing Group, Director of TEM
Ernest J. Furtado                  44    Senior Vice  President , CFO and  Secretary  of TGH,  TEM,  TL, TCC and TFS,
                                         Director of TCC and TFS
Wolfgang Geyer                     46    Regional Vice President - Europe
Mak Wing Sing                      42    Regional Vice President - South Asia
Masanori Sagara                    44    Regional Vice President - North Asia
John. A. Lore                      46    Regional Vice President - Americas
Stefan Mackula                     47    Vice President -  Equipment Resale
Anthony C. Sowry                   47    Vice President - Corporate Operations and Acquisitions
Richard G. Murphy                  47    Vice President - Risk Management
Janet S. Ruggero                   51    Vice President - Administration and Marketing Services
Jens W. Palludan                   49    Regional Vice President - Logistics Division
Isam K. Kabbani                    65    Director of TGH and TL
James A. C. Owens                  60    Director of TGH and TL
S. Arthur Morris                   66    Director of TGH, TEM and TL
Dudley R. Cottingham               48    Assistant Secretary, Vice President and Director of TGH, TEM and TL
Nadine Forsman                     32    Controller of TCC and TFS
</TABLE>

          Neil I. Jowell is Director and  Chairman of TGH,  TEM, TL, TCC and TFS
and a member of the Investment  Advisory 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,  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  Bachelor  of  Commerce  and L.L.B.  degrees  from the
University of Cape Town.

          John A. Maccarone is President,  CEO and Director of TGH, TEM, TL, TCC
and TFS. In this capacity he is responsible for overseeing the management of and
coordinating  the  activities  of  Textainer's  worldwide  fleet of marine cargo
containers  and the activities of TCC and TFS.  Additionally,  he is Chairman of
the Equipment  Investment  Committee,  the Credit  Committee and the  Investment
Advisory Committee (see "Committees",  below). Mr. Maccarone was instrumental in
co-founding  Intermodal  Equipment  Associates (IEA), a marine container leasing
company based in San Francisco,  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  Bachelor  of  Science  degree in  Engineering  Management  from  Boston
University and an M.B.A. from Loyola University of Chicago.

          James E.  Hoelter is a director  of  TGH,  TEM, TL, TCC  and  TFS.  In
addition,  Mr.  Hoelter is a member of the  Equipment  Investment  Committee and
the  Investment Advisory  Committee (see "Committees",  below).  Mr. Hoelter was
the  President and  Chief  Executive  Officer  of TGH and TL from  1993 to  1998
and  currently  serves  as a  consultant to Trencor (1999 to present).  Prior to
joining the Textainer  Group  in  1987,  Mr. Hoelter was  president  of IEA. Mr.
Hoelter   co-founded  IEA in  1978 with Mr.  Maccarone  and  was president  from
inception  until 1987.  From 1976  to  1978,  Mr.  Hoelter  was vice   president
for  Trans  Ocean  Ltd.,  San Francisco,  a  marine  container  leasing company,
where he was  responsible for North  America.  From 1971 to 1976,  he worked for
Itel  Corporation,  San Francisco,  where he was director of  financial  leasing
for the  container  division. Mr.  Hoelter  received his B.B.A.  in finance from
the  University  of  Wisconsin,  where he is an emeritus  member of its Business
School's Dean's Advisory Board, and his M.B.A. from the Harvard  Graduate School
of Business Administration.

          Alex  M.  Brown  is  a  director  of  TGH,  TEM,  TL,  TCC  and   TFS.
Additionally, he is  a  member  of the Equipment Investment  Committee  and  the
Investment   Advisory  Committee    (see  "Committees",   below).   Among  other
directorships, Mr.  Brown is a director  of Trencor  Ltd.  (1996 to present) and
Forward  Corporation  (1997 to  present).   Both  companies are publicly  traded
and listed on the  Johannesburg   Stock  Exchange.  Mr. Brown became  affiliated
with  the   Textainer  Group  in  April  1986.  From  1987  until  1993,  he was
President  and Chief Executive  Officer of Textainer,  Inc.  and the Chairman of
the  Textainer  Group.  Mr.  Brown  was  the managing  director of Cross  County
Leasing in England from 1984 until it was acquired by  Textainer  in 1986.  From
1993  to  1997,  Mr. Brown  was Chief  Executive  Officer  of  AAF,  a   company
affiliated   with   Trencor  Ltd.   Mr.  Brown   was   also   Chairman   of WACO
International Corporation, based in Cleveland, Ohio until 1997.

          Harold J. Samson  is  a  director of TGH and TL and is a member of the
Investment  Advisory  Committee (see "Committees",  below).  Mr.  Samson  served
as a consultant  to various  securities  firms from 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 was  President of TCC and TFS from January 1, 1998 to
December  31,  1998  until his  appointment  as Senior  Vice  President  - Asset
Management Group. As President of TCC, Mr. Brewer was responsible for overseeing
the  management  of, and  coordinating  the activities of TCC and TFS. As Senior
Vice President,  he is responsible  for optimizing the capital  structure of and
identifying  new sources of finance for  Textainer,  as well as  overseeing  the
management of and  coordinating  the activities of Textainer's  risk management,
logistics  and the resale  divisions.  Mr.  Brewer is a member of the  Equipment
Investment  Committee,  the Credit  Committee and was a member of the Investment
Advisory Committee through December 31, 1998 (see "Committees"  below). Prior to
joining  Textainer in 1996, as Senior Vice  President - Capital  Markets for TGH
and TL, 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 Senior  Vice-President  - Leasing  Group and a
Director  of  TEM,   responsible  for  worldwide  sales  and  marketing  related
activities and operations.  Mr. Pedersen is a member of the Equipment Investment
Committee and the Credit Committee (see "Committees" below). He joined Textainer
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
Klinge Cool, a manufacturer of refrigerated  container  cooling units (from 1989
to 1991), where he was worldwide sales and marketing director, XTRA, a container
lessor (from 1985 to 1988) and Maersk Line, a container shipping line (from 1978
to  1984).  Mr.  Pedersen  is  a  graduate  of  the  A.P.  Moller  shipping  and
transportation program and the Merkonom Business School in Copenhagen,  majoring
in Company Organization.

          Ernest J. Furtado is Senior Vice President,  CFO and Secretary of TGH,
TEM,  TL, TCC and TFS and a Director  of TCC and TFS,  in which  capacity  he is
responsible for all accounting,  financial  management,  and reporting functions
for TGH, TEM, TL, TCC and TFS.  Additionally,  he is a member of the  Investment
Advisory  Committee for which he serves as Secretary,  the Equipment  Investment
Committee and the Credit  Committee (see  "Committees",  below).  Prior to these
positions,  he held a number of accounting and financial management positions at
Textainer, of increasing responsibility. 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.

         Wolfgang  Geyer is based  in  Hamburg,  Germany  and is  Regional  Vice
President - Europe,  responsible for coordinating all leasing activities in this
area of  operation.  Mr.  Geyer joined  Textainer in 1993 and was the  Marketing
Director  in  Hamburg  through  July  1997.  From 1991 to 1993,  Mr.  Geyer most
recently was the Senior Vice President for Clou Container  Leasing,  responsible
for its  worldwide  leasing  activities.  Mr.  Geyer spent the  remainder of his
leasing career,  1975 through 1991,  with Itel  Container,  during which time he
held numerous positions in both operations and marketing within the company.

         Mak Wing Sing is based in Singapore and is the Regional Vice  President
- South Asia,  responsible  for container  leasing  activities in  North/Central
People's  Republic of China,  Hong Kong,  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 based in Yokohama,  Japan and is the Regional Vice
President - North Asia,  responsible for container leasing  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 at 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.

          John A. Lore is based in  Hackensack,  New Jersey and is the  Regional
Vice  President - Americas,  responsible  for  container  leasing  activities in
North/South America,  Australia/New Zealand, Africa, the Middle East and Persian
Gulf.  Prior to joining  Textainer  in 1999,  Mr.  Lore was the  America's  Vice
President  for Xtra  International  Limited from 1996 to 1999 and Area  Director
from 1990 to 1996. He has held various  positions  within the container  leasing
industry since 1978. Mr. Lore holds a B.B.A. in Marketing Management from Baruch
College and an M.B.A. in Executive Management from St. John's University.

          Stefan Mackula is Vice President - Equipment  Resale,  responsible for
coordinating the worldwide sale of equipment into secondary markets. Mr. Mackula
also  served  as Vice  President  -  Marketing  from  1989 to 1991  where he was
responsible for coordinating all leasing  activities in Europe,  Africa, and the
Middle East.  Mr. Mackula  joined  Textainer in 1983 as Leasing  Manager for the
United Kingdom. Prior to joining Textainer, Mr. Mackula held, beginning in 1972,
a variety of positions in the international container shipping industry.

          Anthony  C.  Sowry  is  Vice  President  -  Corporate  Operations  and
Acquisitions.  He is also a member of the Equipment Investment Committee and the
Credit   Committee  (see   "Committees",   below).   Mr.  Sowry  supervises  all
international  container  operations and maintenance and technical functions for
the fleets under Textainer's management.  In addition, he is responsible for the
acquisition of all new and used containers for the Textainer Group. He began his
affiliation  with  Textainer in 1982,  when he served as Fleet  Quality  Control
Manager for Textainer  Inc.  until 1988.  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.

          Richard G. Murphy is Vice President, Risk Management,  responsible for
all credit and risk management functions.  He also supervises the administrative
aspects of  equipment  acquisitions.  He is a member of and acts as secretary to
the Equipment  Investment and Credit  Committees (see  "Committees",  below). He
previously  served as TEM's 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.  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.

          Jens W.  Palludan  is  based in  Hackensack,  New  Jersey  and is  the
Regional  Vice  President - Logistics  Division,  responsible  for  coordinating
container  logistics.  He joined  Textainer in 1993 as  Regional  Vice President
-  Americas/Africa/Australia,   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.
Mr.  Palludan's  most recent position at Maersk  was  that of  General  Manager,
Equipment and Terminals, where he was responsible for the entire managed  fleet.
Mr.   Palludan  holds  an   M.B.A.   from  the   Centre   European   D'Education
Permanente, Fontainebleau, France.

          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 18 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.

          James  A. C.  Owens  is  a  director of TGH and TL. Mr. Owens has been
associated  with the  Textainer  Group since 1980.  In 1983 he was  appointed to
the Board of Textainer  Inc.,  and  served as  President of Textainer  Inc. from
1984 to 1987.  From 1987 to 1998,  Mr.  Owens  served as an  alternate  director
on the Boards of TI, TGH and TL. Apart from his  association  with the Textainer
Group,  Mr. Owens  has  been  involved  in  insurance  and  financial  brokerage
companies   and   captive  insurance  companies.  He is a  member of a number of
Boards of   Directors.  Mr. Owens holds  a Bachelor of Commerce  degree from the
University of South Africa.

          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 (1977 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.

         Nadine Forsman is the Controller of TCC and TFS. Additionally, she is a
member of the Investment Advisory Committee and Equipment  Investment  Committee
(See  "Committees"  below). As controller of TCC and TFS, she is responsible for
accounting, financial management and reporting functions for TCC and TFS as well
as  overseeing  all  communications  with  the  Limited  Partners  and as  such,
supervises  personnel in performing these functions.  Prior to joining Textainer
in August 1996, Ms. Forsman was employed by KPMG LLP, holding various positions,
the most recent of which was manager,  from 1990 to 1996.  Ms.  Forsman  holds a
B.S. in Accounting and Finance from San Francisco  State  University and holds a
general securities license and a financial and operations  principal  securities
license.

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  operations 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  John A.  Maccarone  (Chairman),  James  E.  Hoelter,  Anthony C.
Sowry,  Richard G. Murphy (Secretary),  Alex M. Brown, Philip K. Brewer,  Robert
D. Pedersen,  Ernest J. Furtado and Nadine Forsman.

          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  John A.   Maccarone
(Chairman),   Richard G.  Murphy  (Secretary),   Janet S.  Ruggero,   Anthony C.
Sowry,  Philip K. Brewer, Ernest J. Furtado 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 John A. Maccarone (Chairman), James E. Hoelter, Ernest J. Furtado
(Secretary), Nadine Forsman, 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.  For  information
regarding  reimbursements  made by the Registrant to the General  Partners,  see
note 2 of the Financial Statements in Item 8.

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

        As of January 1, 2000, 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.

                             (Amounts in thousands)

         At December  31, 1999 and 1998,  amounts due from  affiliates,  net, is
         comprised of:

                                                        1999                1998
                                                        ----                ----

         Due from affiliates:
          Due from TEM.......................           $303                $251
                                                         ---                 ---

         Due to affiliates:
          Due to TL..........................             20                  26
          Due to TCC.........................              5                   4
                                                         ---                 ---
                                                          25                  30
                                                         ---                 ---

         Due from affiliates, net                       $278                $221
                                                         ===                 ===

      These amounts  receivable  from and payable to affiliates were incurred in
      the ordinary course of business between the Partnership and its affiliates
      and represent  timing  differences  in the accrual and payment of expenses
      and fees  described  above and in the accrual and remittance of net rental
      revenues from TEM.

      It is the policy of the  Partnership  and the  General  Partners to charge
      interest on amounts due to the General  Partners which are outstanding for
      more than one  month,  to the  extent  such  balances  relate to loans for
      container  purchases.  Interest is charged at a rate not greater  than the
      General  Partners'  or  affiliates'  own cost of  funds.  The  Partnership
      incurred $1 of interest expense on amounts due to the General Partners for
      the year ended December 31, 1998.  There was no interest  expense incurred
      on amounts due to the General  Partners  for the years ended  December 31,
      1999 or 1997.

      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:

                                               1999           1998          1997
                                               ----           ----          ----

              TEM..................          $  487         $  583        $  554
                                                ===            ===           ===

         Reimbursement   for   administrative   costs  in  connection  with  the
         operations of the Registrant:

                                               1999           1998          1997
                                               ----           ----          ----

              TEM..................          $  251         $  311        $  321
              TCC..................              30             32            42
                                                ---            ---           ---
              Total................          $  281         $  343        $  363
                                                ===            ===           ===



(b)      Certain Business Relationships.

         Inapplicable.

(c)      Indebtedness of Management

         Inapplicable.

(d)      Transactions with Promoters

         Inapplicable.

See  the  "Management"  and  the  "Compensation  of  the  General  Partners  and
Affiliates" sections 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,  1999  are  contained  in  Item 8 of this
                  Report.

          2.      Financial Statement Schedules.

                  (i)      Independent    Auditors'  Report  on    Supplementary
                           Schedule.

                  (ii)     Schedule II - Valuation and Qualifying Accounts.

          3.      Exhibits Incorporated by reference.

                  (i)      The  Registrant's  Prospectus  as  contained  in Pre-
                           Effective   Amendment   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  1999,  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  18,  2000,  we  reported  on the  balance  sheets of
Textainer  Equipment  Income Fund VI, L.P. (the  Partnership) as of December 31,
1999 and 1998,  and the related  statements of earnings,  partners'  capital and
cash flows for each of the years in the  three-year  period  ended  December 31,
1999,  which are included in the 1999 annual  report on Form 10-K. 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 LLP


San Francisco, California
February 18, 2000


<PAGE>

<TABLE>
<CAPTION>

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

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

                                                                            Charged                                  Balance
                                                      Balance at            to Costs                                 at End
                                                       Beginning              and                                      of
                                                       of Period            Expenses            Deduction            Period
                                                     ------------          ----------           ---------           --------
<S>                                                    <C>                      <C>            <C>                   <C>

For the year ended December 31, 1999:

   Allowance for doubtful accounts                      $   70                $   61              $   (9)             $ 122
                                                        ------                ------               ------             -----

   Recovery cost reserve                                $   60                $   53              $  (35)             $  78
                                                        ------                ------               ------             -----

   Damage protection plan reserve                       $  124                $  192              $ (157)             $ 159
                                                        ------                ------               ------             -----


For the year ended December 31, 1998:

   Allowance for doubtful accounts                      $   97                $  (15)             $  (12)             $  70
                                                        ------                ------               ------             -----

   Recovery cost reserve                                $   34                $   79              $  (53)             $  60
                                                        ------                ------               ------             -----

   Damage protection plan reserve                       $   79                $  143              $  (98)             $ 124
                                                        ------                ------               ------             -----

For the year ended December 31, 1997:

   Allowance for doubtful accounts                      $   38                $   60              $   (1)             $  97
                                                        ------                ------               ------             -----

   Recovery cost reserve                                $   18                $   77              $  (61)             $  34
                                                        ------                ------               ------             -----

   Damage protection plan reserve                       $   77                $   81              $  (79)             $  79
                                                        ------                ------               ------             -----
</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_____________________________
                                          Ernest J. Furtado
                                          Senior Vice President

Date:  March 28, 2000

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>

                                                    Senior Vice President, CFO                   March 28, 2000
____________________________                        (Principal Financial and
Ernest J. Furtado                                   Accounting Officer),
                                                    Secretary and Director



____________________________                        President (Principal Executive               March 28, 2000
John A. Maccarone                                   Officer), and Director



___________________________                         Chairman of the Board and Director           March 28, 2000
Neil I. Jowell

</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 /s/Ernest J. Furtado
                                        __________________________________
                                        Ernest J. Furtado
                                        Senior Vice President

Date:  March 28, 2000

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/Ernest J. Furtado                               Senior Vice President, CFO                   March 28, 2000
___________________________                        (Principal Financial and
Ernest J. Furtado                                  Accounting Officer),
                                                   Secretary and Director


/s/John A. Maccarone                               President (Principal Executive               March 28, 2000
___________________________                        Officer), and Director
John A. Maccarone



/s/Neil I.Jowell
___________________________                        Chairman of the Board and Director           March 28, 2000
Neil I. Jowell

</TABLE>