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


March 26, 1998


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, 1997.

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

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

Sincerely,

Nadine Forsman
Controller

<PAGE>





                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                    FORM 10K

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

                   For the fiscal year ended December 31, 1997

                         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.
[  ]

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

                             (Amounts in thousands)

         The Registrant is a California  limited  partnership formed on February
         1, 1995 (Inception  Date) to purchase,  own,  operate,  lease, and sell
         equipment  (the  Equipment)  used in the  containerized  cargo shipping
         industry.  The Registrant commenced offering units representing limited
         partnership  interests  (Units)  to the  public  on  May  10,  1996  in
         accordance  with its  Registration  Statement  and ceased to offer such
         Units on April 30, 1997. The Registrant  raised a total of $36,968 from
         the offering. The use of those proceeds is summarized as follows:

                                                              Amount         %

         Gross Proceeds                                      $ 36,968       100%
                                                               ======       ====

         Public Offering Expenses:
           Commissions                                       $  3,327         9%
           Purchases of Equipment                              33,541        91%
           Initial Working Capital Reserve                        100          -
                                                              -------      -----

                                                             $ 36,968       100%
                                                              =======       ====

         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. Buying the cars at fleet prices and selling them
                  in  the  secondary   market  are  also  key  elements  to  the
                  successful operation of a rental car business.

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

(c)(1)(ii)        Inapplicable.

(c)(1)(iii)       Inapplicable.

(c)(1)(iv)        Inapplicable.

(c)(1)(v)         Inapplicable.

(c)(1)(vi)        Inapplicable.

(c)(1)(vii)       One lessee had  rental  revenues  for the year  ended December
                  31,  1997 of 13.38% of the total revenues  of the  Registrant.
                  No other single lessee had  10% or more  of the  total  rental
                  revenues 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  covering  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.  Because of  this  insurance
                  and because the  Partnership  would likely  be  able,  over  a
                  period of time,  to re-lease any  Equipment that was  returned
                  to the  Partnership,  the General  Partners believe  that  the
                  loss  of  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  Equipment  that
                  is  returned  to the Partnership by the lessee.

(c)(1)(viii)      Inapplicable.

(c)(1)(ix)        Inapplicable.

(c)(1)(x)         There  are   approximately  80  container   leasing  companies
                  of  which  the  top ten control approximately 92% of the total
                  Equipment held by all container  leasing  companies.   The top
                  two container leasing companies combined control approximately
                  47% 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
                  8% of the equipment  held by all container leasing  companies.
                  The  Registrant alone is not a  material  participant  in  the
                  worldwide   container leasing market.   The  principal methods
                  of  competition  are  price, availability and the provision of
                  worldwide  service to the  international  shipping  community.
                  Additionally,  shipping  alliances   and   other   operational
                  consolidations among  shipping  lines  have  recently  allowed
                  shipping lines  to  operate  with  fewer  containers,  thereby
                  decreasing the demand for leased containers.  This decrease in
                  demand,   along  with   the   entry  of  new  leasing  company
                  competitors  offering low  container  rental rates to shipping
                  lines has  increased  competition among 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 has 7 employees. Textainer Equipment Management
                  Limited (TEM), an Associate  General  Partner,  is responsible
                  for the management of the leasing operations of the Registrant
                  and has a total of 149 employees.

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

         The  Registrant  is involved in the leasing of shipping  containers  to
         international   shipping   companies   for  use  in  world   trade  and
         approximately  11.12%  and  7.32% of the  Registrant's  rental  revenue
         during  years  ended  December  31,  1997 and 1996,  respectively,  was
         derived from  operations  sourced or  terminated  domestically  and all
         rental  revenue for the period from  February  1, 1995  (inception)  to
         December 31, 1995 was derived  from  operations  sourced or  terminated
         internationally. These percentages do not reflect the proportion of the
         Partnership's  income from operations  generated in domestic waterways.
         Substantially  all of  the  Partnership's  income  from  operations  is
         derived from assets  employed in foreign  operations.  See "Business of
         the  Partnership",  and  for a  discussion  of  the  risks  of  leasing
         containers  for  use  in  world  trade,   see  "Risk  Factors"  in  the
         Registrant's Prospectus, as supplemented.


ITEM 2 - PROPERTIES

As of December 31, 1997, the Registrant owned the following types and quantities
of Equipment:

         20-foot standard dry freight containers                           4,428
         40-foot standard dry freight containers                           4,584
         40-foot high cube dry freight containers                          1,716
                                                                          ------
                                                                          10,728
                                                                          ======

During  December 1997,  approximately  88% of these shipping  containers were on
lease to  international  shipping  companies and the balance was being stored at
shipping  container  manufacturers'  locations  and at a large number of storage
depots located worldwide.

During the period from June 17, 1996, when the Registrant had raised its minimum
subscription amount, to September 30, 1997, the Registrant was in the process of
purchasing its initial portfolio of Equipment.

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

ITEM 3 - LEGAL PROCEEDINGS

The Registrant is not subject to any legal proceedings.

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

Inapplicable.

                                     PART II

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

ITEM 201:

(a)      Market Information.

(a)(1)(i)         The units of limited  partnership  in the  Registrant  are not
                  publicly traded and there is no established trading market for
                  such  Units.  The  Registrant  has a program  whereby  limited
                  partners  may redeem Units for a specified  redemption  price.
                  The program  operates only when the Managing  General  Partner
                  determines,  among other  matters,  that  payment for redeemed
                  shares  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, 1998,  there were 1,929  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,    Period from Feb.
                                                                                                            1, 1995
                                                                                                        (inception) to
                                                                                                         December 31,
                                                                              1997          1996              1995
                                                                              ----          ----              ----

<S>                                                                     <C>             <C>            <C>        
Rental income........................................................   $     5,798     $    3,815       $     732

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

Net earnings (loss) per unit of limited partnership interest.........   $      0.86     $    (1.33)            N/A

Distributions per unit of limited partnership interest...............   $      1.78     $     1.05             N/A

Distributions per unit of limited partnership interest representing a
return of capital....................................................   $      0.92     $     1.05             N/A

Total assets.........................................................   $    31,017     $   30,528       $  24,239

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


</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 which will assist in evaluating the
financial condition of the Partnership for the years ended December 31, 1997 and
1996 and for the period from February 1, 1995  (inception)  through December 31,
1995.  Please refer to the Financial  Statements and Notes thereto in connection
with the following discussion.

Liquidity and Capital Resources

The Partnership began 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  Partnership
received its minimum subscription amount of $1,100 on June 17, 1996 and raised a
total of $36,968 from the offering.  The cumulative  proceeds of the offering at
the end of each subsequent quarter through the offering period were:

                              June 30, 1996...................          $  2,371
                              September 30, 1996..............            13,686
                              December 31, 1996...............            25,133
                              March 31, 1997..................            34,654
                              June 30, 1997...................            36,968

The  aggregate  purchase  price of the Units  sold  during the  offering  of the
Partnership,  less all underwriting commissions,  and amounts set aside for cash
reserves,  or the  proceeds  available to the  Partnership  for  acquisition  of
Equipment was $33,541.  The net cumulative  cost of Equipment at the end of each
quarter after  commencement  of  operations  through  December 31, 1997,  was as
follows:

                              September 30, 1995............            $ 13,387
                              December 31, 1995.............              21,708
                              March 31, 1996................              23,856
                              June 30, 1996.................              24,933
                              September 30, 1996............              26,546
                              December 31, 1996.............              29,402
                              March 31, 1997................              29,474
                              June 30, 1997.................              32,145
                              September 30, 1997............              33,367
                              December 31, 1997.............              33,349

At December 31, 1997, the Partnership had no commitments to purchase Equipment.

From time to time, the Partnership may redeem Units from limited  partners for a
specified  redemption  value.  The redemption price is set by formula and varies
depending on length of time units are outstanding. 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. During the year ended December 31, 1997 the Partnership
did not redeem any units.

The Partnership  invests working capital and cash flow from operations  prior to
its  distribution  to  the  partners  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.

During  the  year  ended  December  31,  1997,  the  Partnership  declared  cash
distributions  to limited  partners  pertaining to the period from December 1996
through November 1997 in the amount of $3,098.  These distributions  represent a
return of 10% on original capital (measured on an annualized basis) on each unit
from December 1996 through March 1997 and 9% on original capital (measured on an
annualized  basis) on each unit from  April 1997  through  November  1997.  This
reduction in the  Partnership's  distribution rate is a result of the decline in
market conditions described below. On a GAAP basis $1,606 of these distributions
was a return of capital.  On a cash basis all of these  distributions  were from
operations.

For the years ended  December 31, 1997 and 1996,  the  Partnership  had net cash
provided  by  operating  activities  of $3,161  and  $1,922,  respectively.  The
increase was primarily attributable to an increase in net earnings offset by the
increase in due to affiliates,  net. The increase in net earnings  resulted from
the growth of the container fleet and improved utilization.  The increase in due
to affiliates,  net, was due to timing differences in the accrual and payment of
expenses and fees or in the accrual and remittance of net rental revenues.

Net cash used in investing  activities  for the year ended December 31, 1997 was
$2,930 compared to $8,364 for the equivalent period in 1996. Equipment purchases
decreased  between years  primarily due to the reduced amount of funds raised by
the Partnership,  which closed in 1997, as well as the use of available cash for
the repayment of the credit  facility during the first three months of 1997. Net
cash used in investing  activities for the year ended December 31, 1997 included
the return of restricted  funds of $991,  previously  held as collateral for the
Partnership's credit facility.

Net cash used in financing  activities  for the year ended December 31, 1997 was
$1,171  compared to net cash provided by financing  activities of $7,416 for the
year ended  December  31, 1996.  The decrease in net cash  provided by financing
activities was primarily due the Partnership  raising less funds from its public
offering and the increase in distributions to partners.  The decrease was offset
by reduced  repayments on the credit facility and lower syndication and offering
costs.

The  Partnership had a credit facility (the Facility) with an available limit of
$25,000, which expired June 30, 1997, and was available for Equipment purchases.
Amounts  borrowed  under the  Facility  bore  interest  at either the prime rate
(8.25% at December 31, 1996) plus .25%,  or LIBOR  (5.375% at December 31, 1996)
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 Partnership  could have borrowed an amount up to the sum of 60%
of the net book value of Equipment plus the amount of the cash collateral.

Prior to  termination  of its offering of limited  partnership  interests to the
public,   the  Partnership  used  available   offering  proceeds  to  repay  the
outstanding  balance  under the  Facility.  The  Partnership  repaid  the credit
facility in full on March 31, 1997.

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

Commitment  fees on the line of credit  totaled  $58 and $22 for the years ended
December 31, 1997 and 1996,  respectively.  Interest on the  borrowed  funds was
paid out of operating revenues  generated by the Partnership.  Substantially all
of the Partnership's borrowings bore interest based on the Prime Rate plus .25%.
The applicable Prime Rate was 8.27% on average during the first quarter of 1997.

During 1997,  the  Partnership  borrowed $29 from a general  partner to purchase
Equipment.  It is the policy of the  Partnership  and the  General  Partners  to
charge  interest  on  intercompany   balances  arising  from  the  Partnership's
acquisition of Equipment which are outstanding for more than one month. Interest
is charged to the  Partnership at a rate not greater than the General  Partners'
own cost of funds.  There was no interest  charged by the general partner during
the year ended  December 31, 1997.  The interest  rate in effect at December 31,
1997 was 8.5%. The Partnership  anticipates  repaying the loan in 1998 with cash
provided by operations and proceeds from the sale of Equipment.


Results of Operations

Because the  Partnership  was in the process of acquiring and placing in service
its initial  portfolio of Equipment during the years ended December 31, 1997 and
1996 and the period from February 1, 1995  (inception) to December 31, 1995, and
offering units of limited  partnership  interest to the public during the period
from May 10, 1996 to April 30, 1997, the results of its operations for the years
ended  December  31,  1997  and  1996  and the  period  from  February  1,  1995
(inception)  through  December  31,  1995 are not  comparable.  The  Partnership
generated net earnings (losses) of $1,649, ($580) and ($400) for the years ended
December 31, 1997 and 1996 and the period from February 1, 1995 through December
31, 1995,  respectively.  These financial results include non-cash  depreciation
expenses of $1,921, $1,561, and $429 for the respective periods.

The  Partnership's  income (loss) 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  ("inventory")  during  each of the  years  ended
December 31, 1997 and 1996 and the period from February 1, 1995  (inception)  to
December 31, 1995. The following is a summary of the size of the container fleet
(in units) available for lease during those periods:

                                                                     Period from
                                                                       Feb. 1,
                                                                         1995
                                        Year ended December 31,      (inception)
                                                                     to December
                                                                          31,
                                            1997            1996         1995
                                            ----            ----         ----

 Opening inventory                         9,099           6,614            -
 Closing inventory                        10,728           9,099        6,614
 Average                                   9,914           7,857        3,307

The growth in the average  container  fleet between the years ended December 31,
1997 and 1996, and the year ended December 31, 1996 and the period from February
1, 1995  (inception)  through  December 31, 1995,  was due to the buildup of the
Partnership's  portfolio as the initial  gross  proceeds  from the offering were
invested.

Rental  income  and  direct  container  expenses  are  also  affected  by  lease
utilization  percentages  for the  Equipment,  which  averaged  86%, 77% and 57%
during the years ended  December 31, 1997 and 1996 and the period from  February
1, 1995  (inception)  to December  31,  1995,  respectively.  Lease  utilization
percentages tend to increase  gradually during the initial purchase and lease-up
phase of the  Partnership's  container  fleet.  Carefully  managed  additions of
Equipment and the time required to lease the added  Equipment  contribute to the
lease utilization  percentage growth. In addition,  rental income is affected by
daily rental rates.

The  following is a  comparative  analysis of the results of  operation  for the
years ended  December  31,  1997 and 1996 and the period  from  February 1, 1995
(inception) through December 31, 1995.

The  Partnership's  income from operations for the years ended December 31, 1997
and 1996 was  $1,666  and $926,  respectively,  on rental  income of $5,798  and
$3,815,  respectively.  The largest  component of total rental  income is income
from container rentals, which increased $1,686 or 46%, from 1996 to 1997. Income
from  container  rentals is largely  dependent  upon  three  factors:  Equipment
available  for  lease  (average   inventory),   average  on-hire   (utilization)
percentage and average daily rental rates.  Average  utilization  increased 12%,
average daily rental rates  increased 2% and average  inventory  increased  26%.
Despite  these  increases,  though,  general  demand for leased  containers  has
declined, as described below.

The Partnership's  income (loss) from operations for the year ended December 31,
1996 and the period from February 1, 1995  (inception)  to December 31, 1995 was
$926 and ($61), respectively, on rental income of $3,815 and $732, respectively.
The  increase  in  rental  income  was  primarily  due  to  the  growth  of  the
Partnership's container fleet between the periods.

The declines in container utilization during 1996 and part of 1997 and in rental
rates  during  1996  and 1997  for the  fleet  managed  by  Textainer  Equipment
Management  Limited  (TEM) were  primarily  due to  decreased  demand for leased
containers  and  increased  competition.  The  decrease  in  demand  for  leased
containers  resulted  from  changes in the business of shipping  line  customers
consisting  primarily  of (i)  over-capacity  resulting  from  the 1995 and 1996
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 reducing their ratio
of leased  versus owned  containers  by purchasing  containers.  This  decreased
demand,  along with the entry of new leasing  company  competitors  offering low
container  rental  rates to shipping  lines,  resulted  in downward  pressure on
rental  rates,  and  also  caused  leasing  companies  to offer  higher  leasing
incentives and other discounts to shipping lines.

Utilization  for the fleet managed by TEM increased  during the second and third
quarters of 1997 and began declining again during the fourth quarter of 1997 and
into the beginning of 1998.  Rental rates for the fleet managed by TEM continued
to decline into the beginning of 1998. For the near term,  the General  Partners
do not foresee any changes in existing  market  conditions and caution that both
utilization and lease rates could continue to decline,  adversely  affecting the
Partnership's operating results.

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

For the year ended December 31, 1997, revenue from one lessee accounted for more
than 10% of the Partnership's revenues, with revenue of $776. For the year ended
December 31, 1996,  revenue from two lessees each accounted for more than 10% of
the Partnership's  revenues, with revenues of $741 and $580. For the period from
February 1, 1995  (inception)  through  December  31, 1995,  three  lessees each
accounted  for more than 10% of the  Partnership's  revenues,  with  revenues of
$185, $94 and $84.

The balance of rental income consists of other  lease-related  items,  primarily
from income  charges to lessees for handling and  returning  containers,  income
from  charges  to lessees  for a damage  protection  plan (DPP) and income  from
charges to the lessees  for  pick-up of  containers  from prime  locations  less
credits granted to lessees for leasing  containers  from lower demand  locations
(location income (expense)).  For the year ended December 31, 1997, the total of
these  other  income  items  was  $430,  an  increase  of $297  compared  to the
equivalent  period in 1996. The increase is primarily due to the increase in the
average fleet size.

For the year ended  December 31, 1996, the total of these other income items was
$133,  a decrease of $13  compared to the period from  February 1, 1995  through
December 31,  1995.  This  decrease is primarily  due to an increase in location
expense, offset by increases in handling income and DPP income. Location expense
increased primarily due to lower demand,  which increased credits to lessees for
picking up  containers  from lower  demand  locations.  Handling  and DPP income
increased primarily due to the increase in average fleet size.

Direct container expenses, increased $491 from the year ended December 31, 1997,
compared to the same period in 1996.  The primary  components  of this  increase
were increases in repositioning, storage and handling expenses of $159, $157 and
$129,  respectively.  Repositioning and storage  increased  primarily due to the
increase in fleet size.  Handling  expense  increased  due to an increase in the
average  handling  price per  container  and the increase in fleet size.  Direct
container  expenses,  increased  $445  from the  period  from  February  1, 1995
(inception)  through  December  31, 1995 to the year ended  December  31,  1996,
primarily due to the increase in average fleet size.

Bad debt  expense  increased  $44 from the year ended  December  31, 1996 to the
equivalent period in 1997 as a result of increased  reserve  requirements due to
the increase in rental  income.  Bad debt  expense  remained  constant  from the
period from February 1, 1995  (inception)  through December 31, 1995 to the year
ended December 31, 1996.

Depreciation  expense  increased  $360 from the year ended  December 31, 1996 to
1997 and $1,132  from the  period  from  February  1, 1995  (inception)  through
December 31, 1995 to the year ended December 31, 1996. The increases were due to
the  increase in the average  fleet size due to the build up of the fleet during
these periods.

Management  fees to  affiliates  increased  $261,  or 89%,  from the year  ended
December  31,  1996 to the  equivalent  period  in  1997,  due to  increases  in
equipment and incentive  management fees.  Equipment  management fees, which are
based  primarily  on gross  revenue,  increased  as a result of the  increase in
rental  income  and were  approximately  7% of gross  revenue  for the  periods.
Incentive  management  fees,  which are based on the  Partnership's  limited and
general partner distribution  percentage and partners' capital,  increased $122,
primarily due to the increase in total partner  capital,  offset by the decrease
in the limited partners distribution rate from 10% to 9% in April 1997.

Management  fees to affiliates  increased  $242 from the period from February 1,
1995 (inception)  through December 31, 1995 to the year ended December 31, 1996.
The increase was due to the increase in equipment management fees resulting from
higher rental income and were  approximately 7% of gross revenue for the period.
Incentive  management fees also increased as the Partnership began  distributing
cash in August 1997.

General and  administrative  costs to  affiliates  increased  $74, from the year
ended  December 31, 1996 to the same period in 1997, and increased $195 from the
period  from  February  1, 1995  through  December  31,  1995 to the year  ended
December 31, 1996.  These  increases  were  primarily due to the increase in the
average fleet size between the periods.

Other  expense  decreased  $1,489  during the year ending  December  31, 1997 as
compared to the comparable  period in 1996. The decrease was due to a decline in
interest expense, net of $1,423, accompanied by an increase in gain from sale of
Equipment of $66.

Other  expense  increased  $1,167 for the year ended  December 31, 1996 from the
period from  February 1, 1995  through  December  31, 1995 due to an increase in
interest  expense which was due to a higher average  outstanding  balance on the
Facility.

Net earnings (loss) per limited  partnership unit increased from a loss of $1.33
to earnings of $0.86 from the year ended  December 31, 1996,  to the same period
in 1997 reflecting the increase in limited partners net earnings  (loss),  which
increased  from a loss of  ($525)  for the year  ended  December  31,  1996,  to
earnings of $1,492 for the same period in 1997.

Many computer systems may experience difficulty processing dates beyond the year
1999 and, as such, some computer  hardware and software will need to be modified
prior to the year 2000 to  remain  functional.  The  Partnership's  and  General
Partner's  certain core internal systems that have recently been implemented are
year 2000  compliant.  The remaining  core internal  systems are scheduled to be
revised  to be year  2000  compliant  by the end of 1998.  Based on its  initial
evaluation,  the  Partnership  and the General  Partners do not believe that the
cost of remedial  actions relating to these systems will have a material adverse
effect on the  Partnership's  results of  operations  and  financial  condition.
Additionally,  the  Partnership  and the General  Partners are also completing a
preliminary  assessment  of year 2000  issues not  related to its core  systems,
including issues surrounding systems that interface with external third parties.

Although  substantially  all of the  Partnership's  income  from  operations  is
derived from assets employed in foreign operations, virtually all of this income
is  denominated  in United  States  dollars.  The  Partnership's  customers  are
international  shipping  lines  which  transport  goods on  international  trade
routes.  The  domicile  of the lessee is not  indicative  of where the lessee is
transporting  the  Equipment.  The  Partnership's  business  risk in its foreign
operations lies with the  creditworthiness of the lessees, and the Partnership's
ability to keep the Equipment under lease,  rather than the geographic  location
of the  Equipment  or the domicile of the  lessees.  The  Equipment is generally
operated on the international high seas rather than on domestic  waterways.  The
Equipment is subject to the risk of war or other  political,  economic or social
occurrence  where  the  Equipment  is  used,  which  may  result  in the loss of
Equipment,  which,  in turn,  may have a  material  impact on the  Partnership's
results of operations  and  financial  condition.  The General  Partners are not
aware of any  conditions  as of December  31, 1997 which would  result in such a
risk materializing.

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


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, 1997 and
1996 and the related  statements of operations,  partners' capital (deficit) and
cash flows for each of the years in the two-year  period ended December 31, 1997
and the period from  February 1, 1995  (inception)  to December 31, 1995.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Textainer Equipment Income Fund
VI, L.P. as of December 31, 1997 and 1996 and the results of its operations, its
partners'  capital  (deficit)  and its cash  flows  for each of the years in the
two-year  period ended  December  31, 1997 and the period from  February 1, 1995
(inception)  to  December  31,  1995,  in  conformity  with  generally  accepted
accounting principles.



                              KPMG Peat Marwick LLP


San Francisco, California
February 18, 1998


<PAGE>


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

                                  Balance Sheet

                      Years ended December 31, 1997 and 1996
                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                                                              1997                   1996
                                                                   ----------------       -----------------
<S>                                                               <C>                     <C>
Assets
Container rental equipment, net of accumulated
     depreciation of $3,898 (1996:  $1,988)                         $       29,451         $        27,414
Cash                                                                           111                   1,051
Cash collateral deposit (note 4)                                                 -                     991
Accounts receivable, net of allowance
     for doubtful accounts of $97 (1996:  $38)                               1,399                   1,033
Prepaid expenses                                                                56                      39
                                                                   ----------------       -----------------

                                                                    $       31,017         $        30,528
                                                                   ================       =================

Liabilities and Partners' Capital (Deficit)
Liabilities:
     Accounts payable                                               $          116         $           111
     Accrued liabilities                                                        95                      28
     Accrued recovery costs (note 1(i))                                         34                      18
     Accrued damage protection plan costs (note 1(j))                           79                      77
     Due to affiliates, net (note 2)                                           223                      37
     Deferred quarterly distributions (note 1(g))                               58                      22
     Equipment purchases payable                                                 -                      24
     Note payable to bank (note 4)                                               -                   8,780
                                                                   ----------------       -----------------

          Total liabilities                                                    605                   9,097
                                                                   ----------------       -----------------

Partners' capital (deficit):
     General partners                                                         (682)                   (499)
     Limited partners                                                       31,094                  21,930
                                                                   ----------------       -----------------

          Total partners' capital                                           30,412                  21,431
                                                                   ----------------       -----------------

                                                                    $       31,017         $        30,528
                                                                   ================       =================

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

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

                            Statements of Operations

                     Years ended December 31, 1997 and 1996
          and for the period from February 1, 1995 (inception) through
                                December 31, 1995
           (Amounts in thousands except for unit and per unit amounts)

<TABLE>
<CAPTION>

                                                                         1997                1996                1995
                                                             -----------------   -----------------   -----------------
<S>                                                           <C>                <C>                  <C>            
Rental Income                                                 $         5,798    $          3,815     $           732
                                                             -----------------   -----------------   -----------------
Costs and expenses:
    Direct container expenses                                           1,117                 626                 181
    Bad debt expense                                                       60                  16                  16
    Depreciation                                                        1,921               1,561                 429
    Professional fees                                                      41                  62                   7
    Management fees to affiliates (note 2)                                554                 293                  51
    General and administrative costs to affiliates (note 2)               363                 289                  94
    Other general and administrative costs                                 76                  42                  15
                                                             -----------------   -----------------   -----------------

                                                                        4,132               2,889                 793
                                                             -----------------   -----------------   -----------------

    Income (loss) from operations                                       1,666                 926                 (61)
                                                             -----------------   -----------------   -----------------

Other (expense) income :
    Interest expense, net                                                 (91)             (1,514)               (347)
    Gain on sale of equipment                                              74                   8                   8
                                                             -----------------   -----------------   -----------------

                                                                          (17)             (1,506)               (339)
                                                             -----------------   -----------------   -----------------

    Net earnings (loss)                                       $         1,649    $           (580)    $          (400)
                                                             =================   =================   =================

Allocation of net earnings (loss) (note 1(g)):
    General partners                                          $           157    $            (55)    $          (400)
    Limited partners                                                    1,492                (525)                  -
                                                             -----------------   -----------------   -----------------

                                                              $         1,649    $           (580)    $          (400)
                                                             =================   =================   =================

Limited partners' per unit share of
    net earnings (loss)                                       $          0.86    $          (1.33)    $              -
                                                             =================   =================   =================

Limited partners' per unit share
    of distributions                                          $          1.78    $           1.05     $              -
                                                             =================   =================   =================

Weighted average number of limited
    partnership units outstanding (note 1(k))                       1,737,143             395,685                   5
                                                             =================   =================   =================

See accompanying notes to financial statements

</TABLE>

<PAGE>


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

                    Statements of Partners' Capital (Deficit)

                     Years ended December 31, 1997 and 1996
              and for the period from February 1, 1995 (inception)
                            through December 31, 1995
                             (Amounts in thousands)
<TABLE>
<CAPTION>


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

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

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

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

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

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

Distributions                                                              (45)                (416)                 (461)

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

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

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
                                                                ===============       ==============       ===============

See accompanying notes to financial statements

</TABLE>

<PAGE>


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

                            Statements of Cash Flows
                     Years ended December 31, 1997 and 1996
 and for the period from February 1, 1995 (inception) through December 31, 1995
                             (Amounts in thousands)


<TABLE>
<CAPTION>
                                                                                       1997            1996             1995
                                                                              --------------  ---------------  ---------------
<S>                                                                           <C>             <C>              <C>
Cash flows from operating activities:
   Net earnings (loss)                                                         $      1,649   $        (580)   $        (400)
   Adjustments to reconcile net earnings (loss) to
       net cash provided by (used in) operating activities:
         Depreciation                                                                 1,921           1,561              429
         Increase in allowance for doubtful accounts                                     59              22               16
         Gain on sale of equipment                                                      (74)             (8)              (8)
         Changes in assets and liabilities:
             Increase in accounts receivable                                           (562)           (393)            (541)
             (Increase) decrease in prepaid expenses                                    (17)             13              (52)
             Increase (decrease) in accounts payable and
                accrued liabilities                                                      72            (153)             293
             Increase in accrued recovery costs                                          16              17                1
             Increase in accrued damage protection plan costs                             2              30               47
             Increase (decrease) in due to affiliates, net                               95           1,413           (1,395)
                                                                              --------------  ---------------  ---------------

             Net cash provided by (used in) operating activities                      3,161           1,922           (1,610)
                                                                              --------------  ---------------  ---------------

Cash flows from investing activities:
   Proceeds from sale of equipment                                                      210              94                -
   Equipment purchases                                                               (4,131)         (9,773)         (19,683)
   Cash collateral deposit                                                              991           1,315           (2,306)
                                                                              --------------  ---------------  ---------------

             Net cash used in investing activities                                   (2,930)         (8,364)         (21,989)
                                                                              --------------  ---------------  ---------------

Cash flows from financing activities:
   Proceeds from sales of limited partnership units                                  11,972          24,996                -
   General partners' capital contribution                                                 -               -                1
   Distributions to partners                                                         (3,327)           (423)               -
   Syndication and offering costs                                                    (1,065)         (2,262)               -
   Borrowings under revolving credit line                                                 -               -           21,282
   Repayments under revolving credit line                                            (8,780)        (12,502)               -
   Borrowings from affiliates                                                            29               -            2,393
   Repayments to affiliates                                                               -          (2,393)               -
                                                                              --------------  ---------------  ---------------

              Net cash (used in) provided by financing activities                    (1,171)          7,416           23,676
                                                                              --------------  ---------------  ---------------

Net (decrease) increase in cash                                                        (940)            974               77
Cash at beginning of period                                                           1,051              77                -
                                                                              --------------  ---------------  ---------------

Cash at end of period                                                          $        111   $       1,051    $          77
                                                                              ==============  ===============  ===============

Interest paid during the period                                                $        131   $       1,816    $         133
                                                                              ==============  ===============  ===============

See accompanying notes to financial statements

</TABLE>

<PAGE>


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

                       Statements of Cash Flows--Continued

                 Years ended December 31, 1997 and 1996 and the
                period from February 1, 1995 (inception) through
                                December 31, 1995
                             (Amounts in thousands)


Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of Equipment purchases, proceeds from
sale  of  limited  partnership  units,  proceeds  from  sale  of  Equipment  and
distributions to partners which had not been paid or received by the Partnership
as of December 31, 1997,  1996,  and 1995,  resulting in  differences in amounts
recorded and amounts of cash disbursed or received by the Partnership,  as shown
in the Statements of Cash Flows.
<TABLE>
<CAPTION>


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

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

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

Proceeds from sale of Equipment included in:
     Due from affiliates...................................................             13           1             28

Distributions to partners included in:
     Due to affiliates.....................................................             91          16              -
     Deferred quarterly distributions......................................             58          22              -

The  following  table  summarizes  the amounts of Equipment  purchases,  sale of
limited partnership units,  proceeds from sale of Equipment and distributions to
partners  recorded by the  Partnership and the amounts paid or received as shown
in the  Statements of Cash Flows for the years ended December 31, 1997 and 1996,
and the period from February 1, 1995 (inception) to December 31, 1995.

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

Equipment purchases recorded..............................................         $ 4,106      $  7,755      $21,727
Equipment purchases paid..................................................           4,131         9,773       19,683

Proceeds from sale of limited partnership units recorded.................           11,835        25,133            -
Proceeds from sale of limited partnership units received.................           11,972        24,996            -

Proceeds from sale of Equipment recorded..................................             222            67           28
Proceeds from sale of Equipment received..................................             210            94            -

Distributions to partners declared........................................           3,438           461            -
Distributions to partners paid............................................           3,327           423            -



See accompanying notes to financial statements
</TABLE>


<PAGE>


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

                          Notes to Financial Statements

                 Years ended December 31, 1997 and 1996 and the
                period from February 1, 1995 (inception) through
                                December 31, 1995
       (Dollar amounts in thousands except for unit and per unit amounts)


Note 1.  Summary of Significant Accounting Policies

      (a)  Nature of Operations

      Textainer  Equipment Income Fund VI, L.P. (TEIF VI or the Partnership),  a
      California  limited  partnership,  with a maximum  life of 20  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  (the  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. At December 31,
      1996,  limited  partnership units of 1,256,661 had been purchased totaling
      $25,133. Limited partners with capital contributions representing recorded
      capital of the Partnership of $3,561 at December 31, 1996 were admitted as
      limited partners on January 1, 1997.

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

      The General Partners' interest in the Partnership is 9.5%, and the General
      Partners 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  Equipment  rental
      contracts.  These contracts are classified as operating  leases, or direct
      financing   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
      Equipment 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,  1997  and  1996,  the  fair  value of the
      Partnership's  financial instruments approximate the related book value of
      such instruments.

      (e)  Equipment

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

      In 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", the  Partnership  periodically  compares the carrying
      value of the  Equipment  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
      fair  value.  There  were  no  reductions  to the  carrying  value  of the
      Equipment  made  during the years ended  December  31, 1997 or 1996 or the
      period from February 1, 1995 (inception) through December 31, 1995.

      (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  Equipment.  The  Partnership's
      business risk in its foreign operations lies with the  creditworthiness of
      the lessees  rather than the  geographic  location of the Equipment or the
      domicile of the lessees.

      For the year ended  December 31, 1997,  revenue from one lessee  accounted
      for more than 10% of the  Partnership's  revenues,  with revenues of $776.
      For the year ended  December  31,  1996,  revenue  from two  lessees  each
      accounted for more than 10% of the Partnership's  revenues,  with revenues
      of $741 and $580. For the period from February 1, 1995 (inception) through
      December 31, 1995,  three lessees each  accounted for more than 10% of the
      Partnership's revenues, with revenues of $185, $94, and $84.

      (g)  Allocation of Net Earnings and Partnership Distributions

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

      In  accordance  with  the  Partnership  Agreement,   currently  deductible
      organization costs are specially  allocated to the General Partners in the
      year incurred and capitalized offering and syndication costs are allocated
      to the General  Partners in the year  following  the date the last limited
      partnership  unit is sold or the  offering  of units  for sale  terminates
      (Determination Date), December 31, 1997.

      With  respect to the Limited  Partner  units,  in the year  following  the
      Determination  Date,  December 31, 1997, any net loss for the taxable year
      (and in future years to the extent necessary) shall be specially allocated
      among the Limited  Partner units such that each  unit  receives  an  equal
      share of the allocated  Limited  Partner losses calculated from October 1,
      1996 to December 31, 1997.

      Actual  cash  distributions  to  the  Limited  Partners  differ  from  the
      allocated net earnings as presented in these financial  statements because
      cash  distributions  are based on cash  available for  distribution.  Cash
      distributions  are paid to the general  and limited  partners on a monthly
      basis in accordance with the provisions of the Partnership Agreement. Some
      limited partners have elected to have their  distributions paid quarterly.
      The  Partnership  has recorded these  distributions  of $58 and $22, as an
      accrued liability at December 31, 1997 and 1996, 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, 1997 and 1996, the amounts
      accrued were $34 and $18, respectively.

      (j)  Damage Protection Plan

      The  Partnership  offers a Damage  Protection Plan (DPP) to lessees of its
      Equipment.  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 Operations and the related
      reserve at December 31, 1997 and 1996 was $79 and $77, respectively.

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

      Limited  partners'  per unit  share of both net  earnings  or  losses  and
      distributions  were computed  using the weighted  average  number of units
      outstanding during the period and years ended:

      Period from February 1, 1995 (inception) through
        December 31, 1995..........................................            5
      Year ended December 31, 1996.................................      395,685
      Year ended December 31, 1997.................................    1,737,143

      (l)  Reclassifications

      Certain  reclassifications,  not affecting net earnings, have been made to
      prior years' amounts in order to conform with the 1997 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 amount
      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  reimbursements,  which  totaled  $1,065 and $2,262
      during  1997 and 1996,  respectively,  were  deducted as  syndication  and
      offering   costs  in  the   determination   of  net  limited   partnership
      contributions.  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 or TAS an  incentive  management  fee, an  equipment
      management  fee and an equipment  liquidation  fee, as well as reimbursing
      the General Partners for certain  administrative costs. These fees are for
      various  services  provided  in  connection  with the  administration  and
      management of the  Partnership.  The Partnership  incurred $148 and $26 of
      incentive  management  fees during the years ended  December  31, 1997 and
      1996,  respectively.  There were no  incentive  management  fees  incurred
      during the period from February 1, 1995  (inception)  through December 31,
      1995. No equipment  liquidation  fees were incurred during the years ended
      December  31,  1997  and  1996,  or  the  period  from  February  1,  1995
      (inception) to December 31, 1995.

      The  Equipment  of the  Partnership  is  managed  by TEM.  In its  role as
      manager,  TEM has  authority to acquire,  hold,  manage,  lease,  sell and
      dispose of the Partnership's Equipment.  Additionally,  TEM holds, for the
      payment  of direct  operating  expenses,  a reserve  of cash that has been
      collected  from  container  leasing  operations;  such  cash is  netted in
      determining the amount due to affiliates. At December 31, 1997 and 1996 no
      cash balances were held by TEM.

      Subject to certain reductions, TEM receives a monthly equipment management
      fee equal to 7% of gross lease revenues  attributable to operating  leases
      and 2% of gross lease revenues attributable to full payout net leases. For
      the years ended  December 31, 1997 and 1996,  and the period from February
      1, 1995  (inception)  through  December 31, 1995, these fees totaled $406,
      $267 and $51. The Partnership's  Equipment is leased by TEM to third party
      lessees on operating  master leases,  spot leases,  full payout net leases
      and term leases.  The majority of the  Partnership's  leases are operating
      leases with limited terms and no purchase option.

      Certain  indirect  general  and  administrative  costs  such as  salaries,
      employee  benefits,   taxes  and  insurance  are  incurred  in  performing
      administrative  services  necessary to the  operation of the  Partnership.
      These  costs  are  incurred  and paid by TCC and TEM.  Total  general  and
      administrative  costs allocated to the Partnership were $363, $289 and $94
      for the  years  ended  December  31,  1997 and 1996  and the  period  from
      February 1, 1995 (inception) through December 31, 1995,  respectively,  of
      which $197, $155, and $48 were for salaries.

      TEM allocates these general and administrative costs based on the ratio of
      the Partnership's interest in the managed Equipment to the total Equipment
      managed by TEM during the period.  TCC allocates  these costs based on the
      ratio of the Partnership's Equipment to the total Equipment of all limited
      partnerships managed by TCC. General and administrative costs allocated to
      the  Partnership  by TEM were  $321,  $248,  and $77 for the  years  ended
      December  31,  1997  and  1996  and  the  period  from  February  1,  1995
      (inception)  through December 31, 1995,  respectively.  TCC allocated $42,
      $41, and $17 of general and administrative costs to the Partnership during
      the same periods.

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

      At  December  31,  1997 and  1996,  amounts  due to  affiliates,  net,  is
      comprised of:

                                                                 1997       1996
                                                                 ----       ----

      Due from affiliates:
       Due from TSC........................................ $      -       $ 158
                                                                 ----       ----


      Due to affiliates:
       Due to TL...........................................       119         16
       Due to TCC..........................................        22          7
       Due to TEM..........................................        82        172
                                                                 ----       ----

                                                                  223        195
                                                                 ----       ----

      Due to affiliates, net                                $     223      $  37
                                                                 ====       ====

      Included in the  amounts  due to TL at  December  31, 1997 is $29 in loans
      used to facilitate Equipment  purchases.  There were no intercompany loans
      between the  Partnership  and  affiliates at December 31, 1996.  All other
      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 or in the  accrual  and  remittance  of net  rental
      revenues by TEM.

      It is the policy of the  Partnership  and the  General  Partners to charge
      interest  on  intercompany   balances   arising  from  the   Partnership's
      acquisition of Equipment  which are  outstanding  for more than one month.
      Interest  is charged to the  Partnership  at a rate not  greater  than the
      General  Partners'  own  cost of  funds.  There  was no  interest  expense
      incurred by the  Partnership on  intercompany  Equipment  loans during the
      year ended December 31, 1997. During the year ended December 31, 1996, and
      the period from February 1, 1995  (inception)  through  December 31, 1995,
      the Partnership incurred interest expense of $81 and $31,  respectively on
      intercompany Equipment loans.

Note 3.  Rentals under Operating Leases

      The following are the future  minimum rent  receivables  under  cancelable
      long-term  operating leases at December 31, 1997.  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,

      1998.....................................................          $   849
      1999.....................................................               77
      2000.....................................................               34
      2001.....................................................                2
      2002.....................................................                2
                                                                             ---

      Total minimum future rentals receivable..................          $   964
                                                                             ===

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 Equipment purchases.  Balances borrowed under the credit facility
      bore  interest at either the Prime Rate (8.25% at December  31, 1996) 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.

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

Note 5.  Income Taxes

      During the years  ended  December  31,  1997 and 1996 and the period  from
      February  1, 1995  (inception)  through  December  31,  1995,  there  were
      temporary differences of $7,058, $3,836 and $1,192, 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 (loss) for financial  statement  purposes to
      net loss for federal  income tax purposes for the years ended December 31,
      1997 and 1996 and the period  from  February 1, 1995  (inception)  through
      December 31, 1995, is as follows:
<TABLE>
<CAPTION>

                                                                              1997            1996            1995
                                                                              ----            ----            ----
<S>                                                                       <C>              <C>            <C>     
        Net income (loss) per financial statements...................     $  1,649         $  (580)       $   (400)
        Increase in provision for bad debt...........................           59              22              16
        Depreciation for income tax purposes in excess
           of depreciation for financial statement purposes..........       (3,308)         (2,701)         (1,229)
        Gain on sale of fixed assets for federal income tax
           purposes in excess of gain recognized for
           financial statement purposes..............................           25               5               _
        Increase in damage protection plan reserve...................            2              30              20
        Other........................................................            -               -               -
                                                                          --------         -------         -------
        Net loss for federal income tax purposes.....................     $ (1,573)        $(3,224)       $(1,592)
                                                                          ========         =======         =======
</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 original general partners
were TCC, TEM and TI which comprised the Textainer Group.  Effective  October 1,
1993, the Textainer Group  streamlined its organization by forming a new holding
company,  Textainer Group Holdings  Limited (TGH),  and the  shareholders of the
underlying  companies which include the General Partners  accepted shares in TGH
in exchange for their shares in the individual  companies.  Textainer  Financial
Services  Corporation  (TFS) is the Managing  General Partner of the Partnership
(prior to its name change on April 4, 1994,  TFS was known as Textainer  Capital
Corporation).  TFS is a wholly-owned subsidiary of Textainer Capital Corporation
(TCC)  (prior to its name  change on April  4,1994,  TCC was known as  Textainer
(Delaware) Inc.).  Textainer Equipment  Management Limited (TEM) is an Associate
General Partner of the Partnership. Textainer Inc. (TI) was an Associate General
Partner of the  Partnership  through  September 30, 1993 when it was replaced in
that capacity by Textainer Limited (TL), pursuant to a corporate  reorganization
effective October 1, 1993, which caused TFS, TEM and TL to fall under the common
ownership of TGH. (The Managing  General Partner and Associate  General Partners
are  collectively  referred  to as  the  General  Partners).  Pursuant  to  this
restructuring,  TI has transferred substantially all of its assets including all
of its rights and duties as associate  general  partner to TL. This transfer was
effective  from  October  1, 1993.  The end result was that TFS,  TEM and TL now
serve  as  General   Partners  for  the  Registrant  and  are   wholly-owned  or
substantially-owned  subsidiaries of TGH. The General  Partners also act in this
capacity for other limited partnerships.  Textainer Acquisition Services Limited
(TAS) is an affiliate of the General Partners,  which performs services relative
to the  acquisition  of  Equipment  outside  the United  States on behalf of the
Partnership.  TCC Securities  Corporation (TSC), a licensed broker and dealer in
securities  and an affiliate  of the General  Partners,  was the managing  sales
agent for the offering of Units for sale.

TFS,  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, 1997, all Section 16(a) filing requirements
      were  complied  with (except that Robert D.  Pedersen,  a newly  appointed
      director of TEM,  filed his initial  statement of  beneficial  interest on
      Form 3 late,  which Form was filed on Form 5). 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), including
      Mr. Pedersen,  failed to file or filed late any reports of transactions in
      the Units.

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

Name                             Age    Position

<S>                               <C>   <C>                                                  
Neil I. Jowell                    64    Director and Chairman of TGH, TEM, TL, TCC and TFS
James E. Hoelter                  58    President and CEO of TGH and TL, Director of TGH, TEM, TL, TCC, TFS and TSC
John A. Maccarone                 53    President  and CEO of TEM and TSC, Vice  President of TGH,  Director of TGH,
                                        TEM, TL, TCC, TFS and TSC
John R. Rhodes                    48    Executive  Vice  President,  CFO, and Secretary of TGH, TEM, TL, TCC and TFS
                                        and Director of  TEM, TCC and TFS
Alex M. Brown                     59    Director of TGH, TEM, TL, TCC, TFS and TSC
Harold J. Samson                  76    Director of TGH, TL and TSC
Philip K. Brewer                  41    President of TCC and TFS,  Senior Vice  President - Capital  Markets
                                        for TGH and TL
Robert D. Pedersen                39    Senior Vice President - Marketing for TEM, Director of TEM
Anthony C. Sowry                  45    Vice President - Operations and Acquisitions for TEM
Jens W. Palludan                  47    Regional Vice President - Americas/Africa/Australia for TEM
Wolfgang Geyer                    44    Regional Vice President - Europe/Middle East/Persian Gulf for TEM
Mak Wing Sing                     40    Regional Vice President - South Asia for TEM
Masanori Sagara                   42    Regional Vice President - North Asia for TEM
Stefan Mackula                    45    Vice President - Equipment Resale for TEM
Ernest J. Furtado                 42    Vice  President,  Finance and  Assistant  Secretary of TGH, TL, TEM, TCC and
                                        TFS, Director of TCC and TFS
Richard G. Murphy                 45    Vice President - Risk Management for TEM
Janet S. Ruggero                  49    Vice President - Administration and Marketing Services for TEM
Adnan Z. Abou Ayyash              53    Director of TGH and TL
Isam K. Kabbani                   63    Director of TGH and TL
S. Arthur Morris                  64    Director of TGH, TEM and TL
Dudley R. Cottingham              46    Assistant Secretary, Vice President and Director of TGH, TEM and TL
Cara D. Smith                     35    Member of Investment Advisory Committee
Nadine Forsman                    30    Controller of TCC, TFS and TSC
</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, transport, trading and exports of general commodities. Trencor
also has an interest in Forward  Corporation  Ltd.,  a publicly  traded  holding
company  listed  on  the  Johannesburg  Stock  Exchange.  It  has  interests  in
industrial  and consumer  businesses  operating in South Africa and abroad.  Mr.
Jowell  became  affiliated  with the General  Partners and its  affiliates  when
Trencor became,  through its beneficial ownership in two controlled companies, a
major  shareholder of the Textainer Group in 1992. Mr. Jowell has over 36 years'
experience  in the  transportation  industry.  He holds an  M.B.A.  degree  from
Columbia University and a B.Com.L.L.B. from the University of Cape Town.

          James E. Hoelter is President and Chief  Executive  Officer of TGH and
TL, and a director of TGH,  TEM, TL, TCC,  TFS and TSC. As  President  and Chief
Executive  Officer  of TGH,  Mr.  Hoelter  is  responsible  for  overseeing  the
management  of, and  coordinating  the  activities  of, TEM, TL, TCC and TFS. In
addition,  Mr.  Hoelter is  Chairman  of the Credit  Committee,  the  Investment
Advisory  Committee and the Equipment  Investment  Committee (see  "Committees",
below).  Prior to joining the Textainer Group in 1987, Mr. Hoelter was president
of Intermodal  Equipment  Associates ("IEA"), a marine container leasing company
based in San  Francisco.  Mr.  Hoelter  co-founded IEA in 1978 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 currently  serves as a member of its Business
School's Dean's Advisory Board,  and his M.B.A.from the Harvard  Graduate School
of Business Administration.

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

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

          Alex M. Brown is a director  of  TGH,  TEM,  TL,  TCC,  TFS  and  TSC.
Additionally,  he is a member  of the  Equipment  Investment  Committee  and the
Investment  Advisory  Committee (see  "Committees",  below). Mr. Brown is also a
director of Trencor  Ltd.  (1996 to present)  and Forward  Corporation  (1997 to
present).  Both companies are publicly traded and are 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, TL and TSC and is a  member  of
the Investment  Advisory Committee (see "Committees",  below). Mr. Samson served
as a consultant  to various  securities  firms since 1981 to 1989.  From 1974 to
1981 he was  Executive  Vice  President  of Foster & Marshall,  Inc., a New York
Stock  Exchange  member firm based in Seattle.  Mr. Samson was a director of IEA
from 1979 to 1981.  From 1957 to 1984 he served as Chief  Financial  Officer  in
several  New York Stock  Exchange  member  firms.  Mr.  Samson  holds a B.S.  in
Business  Administration  from the University of  California,  Berkeley and is a
California Certified Public Accountant.

          Philip K. Brewer is President of  TCC  and  TFS  and  is  Senior  Vice
President  Capital  Markets for TGH and TL. As President  of TCC, Mr.  Brewer is
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.  Mr.
Brewer is a member of the Credit Committee,  the Investment  Advisory  Committee
and the  Equipment  Investment  Committee  (see  "Committees"  below).  Prior to
joining Textainer in 1996, Mr. Brewer worked at Bankers Trust from 1990 to 1996,
starting  as a Vice  President  in  Corporate  Finance  and  ending as  Managing
Director  and Country  Manager  for  Indonesia;  from 1989 to 1990,  he was Vice
President in Corporate  Finance at Jarding  Fleming;  from 1987 to 1989,  he was
Capital  Markets   Advisor  to  the  United  States  Agency  for   International
Development;  and from  1984 to 1987 he was an  Associate  with  Drexel  Burnham
Lambert in New York.  Mr.  Brewer  holds an M.B.A.  in Finance from the Graduate
School of Business at Columbia University, and a B.A. in Economics and Political
Science from Colgate University.

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

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

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

         Wolfgang  Geyer is based  in  Hamburg,  Germany  and is  Regional  Vice
President  -  Europe/  Middle  East/  Persian  Gulf  for  TEM,  responsible  for
coordinating  all leasing  activities  in these areas of  operation.  Mr.  Geyer
joined Textainer in 1993 and was the Marketing  Director in Hamburg through July
1997. Mr. Geyer most recently was the Senior Vice President,  for Clou Container
Leasing,  responsible for Clou's leasing  activities on a worldwide  basis.  Mr.
Geyer work for Clou from 1991 to 1993.  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  for  TEM,   responsible  for  container  leasing  activities  in
North/Central  People's  Republic of China, Hong Kong and South China (PRC), and
Southeast Asia. Mr. Mak most recently was the Regional Manager,  Southeast Asia,
for Trans Ocean Leasing, working there from 1994 to 1996. From 1987 to 1994, Mr.
Mak worked with Tiphook as their Regional  General  Manager,  and with OOCL from
1976 to 1987 in a  variety  of  positions,  most  recently  as  their  Logistics
Operations Manager.

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

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

          Ernest J. Furtado is Vice President,  Finance and Assistant  Secretary
of TGH, TL, TEM, 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, TL, TEM,  TCC and TFS.  Additionally,  he is a member of the  Equipment
Investment  Committee and the Investment  Advisory  Committee (see "Committees",
below).  Prior to joining  Textainer in May 1991, Mr. Furtado was Controller for
Itel Instant Space and manager of accounting for Itel  Containers  International
Corporation,  both in San Francisco,  from 1984 to 1991. Mr.  Furtado's  earlier
business  affiliations include serving as audit manager for Wells Fargo Bank and
as senior  accountant with John F. Forbes & Co., both in San Francisco.  He is a
Certified Public Accountant and holds a B.S. in business administration from the
University of California at Berkeley and an M.B.A.  in information  systems from
Golden Gate University.

          Richard G. Murphy is Vice  President,  Risk  Management  for TEM.  Mr.
Murphy is responsible for all credit and risk  management  functions for TEM and
supervises the administrative aspects of Equipment acquisitions.  He is a member
of and acts as secretary to the Credit and Equipment Investment  Committees (see
"Committees",  below). He previously served as 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 for TEM.  Ms.  Ruggero is  responsible  for the tracking and billing of
fleets under TEM management,  including direct  responsibility for ensuring that
all data is input in an accurate and timely  fashion.  She assists the marketing
and  operations  departments by providing  statistical  reports and analyses and
serves on the  Credit  Committee  (see  "Committees",  below).  Prior to joining
Textainer in 1986,  Ms.  Ruggero held various  positions with Gelco CTI over the
course of 15 years, the last one as Director of Marketing and Administration for
the North American Regional office in New York City. She has a B.A. in education
from Cumberland College.

          Dr. Adnan Z. Abou Ayyash is a director of TGH and TL.  Since 1 974  he
has been General Manager and Chief Executive Officer of one of the largest firms
of consulting  engineers in Saudi  Arabia,  Rashid  Engineering.  Dr. Adnan Abou
Ayyash holds a B.S. degree in Civil Engineering from the American  University of
Beirut,  as well as M.S.  and  Ph.D.  degrees  in  Civil  Engineering  from  the
University of Texas.

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

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

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

          Cara D. Smith is a member of the Investment   Advisory  Committee (see
"Committees", below). Ms. Smith was the President and Chief Executive Officer of
TSC through  June 1997 and a director of TCC and TFS through  August  1997.  Ms.
Smith  joined  Textainer  in 1992,  and  prior to 1996,  was Vice  President  of
Marketing.  Ms.  Smith has  worked in the  securities  industry  for the past 13
years.  Ms. Smith's  extensive  experience  ranges from  compliance and investor
relations to  administration  and marketing of equipment  leasing,  multi-family
housing and tax credit investment  programs.  She holds five securities licenses
and is a registered  principal.  Ms. Smith is also a member of the International
Association of Financial Planners.

         Nadine  Forsman is the Controller of TCC, TFS and TSC. In this capacity
she is responsible for accounting,  financial management and reporting functions
for TCC, TFS and TSC as well as overseeing all  communications  with the Limited
Partners and as such, supervises personnel in performing this function. She is a
member  of the  Equipment  Investment  Committee  and  the  Investment  Advisory
Committee (See "Committees"  below).  Prior to joining Textainer in August 1996,
Ms. Forsman was employed by KPMG Peat Marwick 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
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 programs of the Partnership on a regular basis
with emphasis on matters involving Equipment purchases, the Equipment mix in the
Partnership's  portfolio,  Equipment remarketing issues, and decisions regarding
ultimate  disposition  of  Equipment.  The members of the committee are James E.
Hoelter (Chairman), John A. Maccarone, John R. Rhodes, Anthony C. Sowry, 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 James E. Hoelter  (Chairman),  John A.
Maccarone,  Richard G. Murphy  (Secretary),  Janet S.  Ruggero,  John R. Rhodes,
Anthony C. Sowry, Philip K. Brewer and Robert D. Pedersen.

          Investment  Advisory   Committee.   The  Investment Advisory Committee
will  review  investor  program  operations  on  at  least  a  quarterly  basis,
emphasizing  matters  related  to cash  distributions  to  investors,  cash flow
management,  portfolio  management,  and  liquidation.  The Investment  Advisory
Committee is organized  with a view to applying an  interdisciplinary  approach,
involving management,  financial, legal and marketing expertise, to the analysis
of investor program operations. The members of the Investment Advisory Committee
are James E. Hoelter  (Chairman),  John A. Maccarone,  Cara D. Smith,  Ernest J.
Furtado (Secretary), Philip K. Brewer, John R. Rhodes, 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 TFS, 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.

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

        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,  1997 and  1996,  amounts  due to  affiliates,  net,  is
        comprised of:

                                                                 1997       1996
                                                                 ----       ----

        Due from affiliates:
         Due from TSC........................................  $    -     $  158
                                                                -----      -----


        Due to affiliates:
         Due to TL...........................................     119         16
         Due to TCC..........................................      22          7
         Due to TEM..........................................      82        172
                                                                -----      -----
                                                                  223        195
                                                                -----      -----

        Due to affiliates, net                                 $  223     $   37
                                                                =====      =====

      Included in the  amounts  due to TL at  December  31, 1997 is $29 in loans
      used to facilitate Equipment purchases.  All other 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 or in the
      accrual and remittance of net rental revenues by TEM.

      It is the policy of the  Partnership  and the  General  Partners to charge
      interest  on  intercompany   balances   arising  from  the   Partnership's
      acquisition of Equipment  which are  outstanding  for more than one month.
      Interest  is charged to the  Partnership  at a rate not  greater  than the
      General  Partners'  own  cost of  funds.  There  was no  interest  expense
      incurred by the  Partnership on  intercompany  Equipment  loans during the
      year ended December 31, 1997. During the year ended December 31, 1996, and
      the period from February 1, 1995  (inception)  through  December 31, 1995,
      the Partnership incurred interest expense of $81 and $31,  respectively on
      intercompany Equipment loans.

      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:

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

               TEM..................         $  554         $ 293          $  51
                                               ====           ===           ====


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

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

                TCC..................      $      42        $   41         $  17
                TEM..................            321           248            77
                                               -----           ---          ----
                Total................       $    363         $ 289         $  94
                                               =====         =====         =====

(b)      Certain Business Relationships.

         Inapplicable.

(c)      Indebtedness of Management

         Inapplicable.

(d)      Transactions with Promoters

         Inapplicable.

See the  "Management"  and the  "Compensation  of  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,  1997  are  contained  in  Item 8 of this
                  Report.

         2.       Financial Statement Schedules.

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

                  (ii)     Schedule II - Valuation and Qualifying Accounts.

         3.       Exhibits Incorporated by reference.

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

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

(b) During the year  ended  1997,  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,  1998,  we  reported  on the  balance  sheets of
Textainer  Equipment  Income Fund VI, L.P. (the  Partnership) as of December 31,
1997 and 1996,  and the related  statements  of  operations,  partners'  capital
(deficit)  and cash  flows for each of the years in the  two-year  period  ended
December 31, 1997 and the period from February 1, 1995  (inception)  to December
31,  1995,  which  are  included  in the 1997  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 Peat Marwick LLP


San Francisco, California
February 18, 1998


<PAGE>

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

                 Schedule II - Valuation and Qualifying Accounts
                             (Amounts in thousands)
<TABLE>
<CAPTION>


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

<S>                                      <C>                 <C>                 <C>             <C>             <C>
For the year ended December 31, 1997:

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

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

   Damage protection plan reserve       $        77          $      81         $        -       $     (79)      $     79
                                            -------             ------            -------           ------         -----


For the year ended December 31, 1996:

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

   Recovery cost reserve                $         1          $      61         $        -       $     (44)      $     18
                                            -------             ------            -------           ------         -----

   Damage protection plan reserve       $        47          $      60         $        -       $     (30)      $     77
                                            -------             ------            -------           ------         -----


For the period from February 1, 1995 (inception) through December 31, 1995:

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

   Recovery cost reserve                $         -          $      14         $        -       $     (13)      $      1
                                            -------             ------            -------          -------         -----

   Damage protection plan reserve       $         -          $      20         $       27       $        -      $     47
                                            -------             ------            -------          -------         -----
</TABLE>



<PAGE>



                                   SIGNATURES


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

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

                                        By Textainer Capital Corporation
                                        The Managing General Partner

                                        By___________________________
                                           John R. Rhodes
                                           Executive Vice President

Date:  March 26, 1998

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

Signature                                         Title                                        Date



<S>                                               <C>                                         <C>
___________________________                       Executive Vice President                     March 26, 1998
John R. Rhodes                                    (Principal Financial and
                                                  Accounting Officer) and
                                                  Secretary


___________________________                       President (Principal Executive               March 26, 1998
Philip K. Brewer                                  Officer)


___________________________                       Vice President, Finance                      March 26, 1998
Ernest J. Furtado                                 Assistant Secretary and Director


___________________________                       Director                                     March 26, 1998
James E. Hoelter


___________________________                       Director                                     March 26, 1998
John A. Maccarone


</TABLE>


<PAGE>



                                   SIGNATURES


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

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

                                    By Textainer Capital Corporation
                                    The Managing General Partner

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

Date: March 26, 1998

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

Signature                                         Title                                        Date


<S>                                               <C>                                         <C>
/s/John R. Rhodes                                 Executive Vice President                     March 26, 1998
___________________________
John R. Rhodes                                    (Principal Financial and
                                                  Accounting Officer) and
                                                  Secretary

/s/Philip K. Brewer                               President (Principal Executive               March 26, 1998
___________________________                       Officer)
Philip K. Brewer                                  


/s/Ernest J. Furtado                              Vice President, Finance                      March 26, 1998
___________________________                       Assistant Secretary and Director
Ernest J. Furtado                                 


/s/James E. Hoelter                               Director                                     March 26, 1998
___________________________
James E. Hoelter


/s/John A. Maccarone                              Director                                     March 26, 1998
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John A. Maccarone


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