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


March 20, 2001


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, 2000.

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

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

Sincerely,

Nadine Forsman
Controller



<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 2000

                         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
                                (Title of Class)

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

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

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

Not Applicable.
--------------

Documents Incorporated by Reference

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

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

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

(a)      General Development of Business

         The Registrant is a California  Limited  Partnership formed on February
         1, 1995 to purchase,  own,  operate,  lease, and sell equipment used in
         the containerized  cargo shipping  industry.  The Registrant  commenced
         offering units representing  limited  partnership  interests (Units) to
         the  public  on May  10,  1996  in  accordance  with  its  Registration
         Statement  and  ceased  to offer  such  Units on April  30,  1997.  The
         Registrant raised a total of $36,967,940 from the offering and invested
         a substantial portion of the money raised in equipment.  The Registrant
         has  since  engaged  in  leasing  this  and  other   equipment  in  the
         international shipping industry.

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

(b)      Financial Information About Industry Segments

         Inapplicable.

(c)      Narrative Description of Business

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

                  Container  leasing  companies and the Registrant  operate in a
                  similar  manner  by owning a  worldwide  fleet of new and used
                  transportation  containers  and leasing  these  containers  to
                  international  shipping  companies  hauling  various  types of
                  goods among  numerous  trade  routes.  All lessees pay a daily
                  rental rate and in certain  markets  may pay special  handling
                  fees and/or  drop-off  charges.  In addition to these fees and
                  charges,  a lessee must  either  provide  physical  damage and
                  liability  insurance  or  purchase  a damage  waiver  from the
                  Registrant,  in which  case the  Registrant  agrees to pay the
                  cost of repairing any physical damage to containers  caused by
                  lessees.  Container leasing companies compete with one another
                  on the basis of lease rates,  availability  of  equipment  and
                  services provided.  To ensure the availability of equipment to
                  its customers,  container leasing companies and the Registrant
                  may pay to reposition  containers from low demand locations to
                  higher  demand  locations.  By  maintaining  the highest lease
                  rates and the highest equipment utilization factors allowed by
                  market conditions, the Registrant attempts to generate revenue
                  and profit.  The  majority of the  Registrant's  equipment  is
                  leased  under  master  leases,  which  are  comparable  to the
                  corporate rate  agreements  used by rental car companies.  The
                  master leases provide that the lessee,  for a specified period
                  of time, may rent containers at specific terms, conditions and
                  rental rates. Although the terms of the master lease governing
                  each  container  under  lease  do  not  vary,  the  number  of
                  containers  in use can vary from time to time  within the term
                  of the master  lease.  The terms and  conditions of the master
                  lease provide that the lessee pays a daily rental rate for the
                  entire time the container is in his possession (whether or not
                  he is actively using it), is responsible  for any damage,  and
                  must  insure the  container  against  liabilities.  For a more
                  detailed   discussion  of  the  leases  for  the  Registrant's
                  equipment,   see  "Leasing  Policy"  under  "Business  of  the
                  Partnership" in the  Registrant's  Prospectus as supplemented.
                  The  Registrant  also  sells  containers  in the course of its
                  business as opportunities arise, at the end of the container's
                  useful life or if market and economic  considerations indicate
                  that a sale  would  be  beneficial.  See,  Item 7  herein  and
                  "Business of the Partnership" in Registrant's  Prospectus,  as
                  supplemented.

(c)(1)(ii)        Inapplicable.

(c)(1)(iii)       Inapplicable.

(c)(1)(iv)        Inapplicable.

(c)(1)(v)         Inapplicable.

(c)(1)(vi)        Inapplicable.

(c)(1)(vii)       One lessee  accounted for 10%, 12% and 12% of total revenue of
                  the Registrant for the years ended December 31, 2000, 1999 and
                  1998,  respectively.  No other single lessee accounted for 10%
                  or  more  of  the  total  revenue  of  the   Registrant.   The
                  Partnership  has insurance that would cover loss of revenue as
                  a result  of  default  under  all its  leases,  as well as the
                  recovery  cost or  replacement  value  of all its  containers,
                  including those of this lessee.  The insurance  covers loss of
                  lease revenues for a specified period of time, not necessarily
                  for  the  term  of  the  lease.  The  insurance  is  renewable
                  annually, and the General Partners believe that it is probable
                  that  the  Partnership  would  be  able to  recover  insurance
                  proceeds  in the  event of a default  or loss by this  lessee.
                  Because of this  insurance and because the  Partnership  would
                  likely be able, over a period of time, to re-lease or sell any
                  containers  that  were  returned  to the  Partnership  by this
                  lessee,  the General  Partners  believe  that the loss of this
                  lessee  would  not  have  a  material  adverse  impact  on the
                  Partnership's  operating  results.  Because  these are forward
                  looking statements, there can be no assurance that events will
                  occur as the General Partners have predicted. These statements
                  could be affected by  material  adverse  events in the future,
                  such  as  the   Partnership's   loss  of   insurance   or  the
                  Partnership's  inability to re-lease or sell  containers  that
                  are returned to the Partnership.

(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  89% of the  total
                  equipment held by all container leasing companies. The top two
                  container leasing companies combined control approximately 34%
                  of  the  total   equipment  held  by  all  container   leasing
                  companies.   Textainer   Equipment   Management   Limited,  an
                  Associate General Partner of the Registrant and the manager of
                  its marine container equipment, is the third largest container
                  leasing company and manages approximately 13% of the equipment
                  held by all  container  leasing  companies.  The customers for
                  leased containers are primarily  international shipping lines.
                  The  Registrant  alone is not a  material  participant  in the
                  worldwide  container leasing market.  The principal methods of
                  competition  are  price,  availability  and the  provision  of
                  worldwide  service to the  international  shipping  community.
                  Competition in the container leasing market has increased over
                  the past few years.  Since 1996,  shipping alliances and other
                  operational  consolidations  among shipping lines have allowed
                  shipping  lines  to begin  operating  with  fewer  containers,
                  thereby  decreasing  the  demand  for  leased  containers  and
                  allowing lessees to gain concessions from lessors about price,
                  special  charges or credits and, in certain  markets,  the age
                  specification of the containers rented. Furthermore, primarily
                  due to lower new  container  prices  and low  interest  rates,
                  shipping lines now own, rather than lease, a higher percentage
                  of  containers.  The decrease in demand from  shipping  lines,
                  along  with  the  entry  of new  leasing  company  competitors
                  offering low container rental rates, has increased competition
                  among container lessors such as the Registrant.

(c)(1)(xi)        Inapplicable.

(c)(1)(xii)       Inapplicable.

(c)(1)(xiii)      The Registrant has no employees. Textainer Capital Corporation
                  (TCC),  the Managing  General  Partner of the  Registrant,  is
                  responsible for the overall  management of the business of the
                  Registrant and at December 31, 2000 had 4 employees. Textainer
                  Equipment  Management  Limited  (TEM),  an  Associate  General
                  Partner,  is  responsible  for the  management  of the leasing
                  operations  of the  Registrant  and at December 31, 2000 had a
                  total of 164 employees.

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

         The  Registrant  is involved  in leasing  containers  to  international
         shipping  companies for use in world trade.  Approximately 13%, 15% and
         20% of the Registrant's  rental revenue during the years ended December
         31, 2000,  1999 and 1998,  respectively,  was derived  from  operations
         sourced or terminated  domestically.  These  percentages do not reflect
         the proportion of the  Partnership's  income from operations  generated
         domestically  or  in  domestic  waterways.  Substantially  all  of  the
         Partnership's income from operations is derived from assets employed in
         foreign  operations.   See  "Business  of  the  Partnership",   in  the
         Registrant's  Prospectus,  as supplemented  and for a discussion of the
         risks of leasing  containers for use in world trade,  see "Risk Factors
         and Forward-Looking Statements" in Item 7 herein.

ITEM 2.  PROPERTIES

As of December 31, 2000, the Registrant owned the following types and quantities
of equipment:

         20-foot standard dry freight containers                           4,357
         40-foot standard dry freight containers                           4,541
         40-foot high cube dry freight containers                          2,253
                                                                          ------
                                                                          11,151
                                                                          ======

During  December 2000,  approximately  83% of these  containers were on lease to
international  shipping  companies and the balance was being stored at container
manufacturers'  locations  and at a  large  number  of  storage  depots  located
worldwide. The Partnership sells containers when (i) a container reaches the end
of its useful  life or (ii) an  analysis  indicates  that the sale is  warranted
based on existing  market  conditions  and the  container's  age,  location  and
condition.

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


ITEM 3.  LEGAL PROCEEDINGS

The Registrant is not subject to any legal proceedings.

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

Inapplicable.



                                     PART II

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

ITEM 201:

(a)      Market Information.

(a)(1)(i)         The Registrant's  limited  partnership  Units are not publicly
                  traded  and there is no  established  trading  market for such
                  Units.  The Registrant has a program whereby limited  partners
                  may redeem Units for a specified redemption price. The program
                  operates only when the Managing  General  Partner  determines,
                  among other matters,  that payment for redeemed Units will not
                  impair the capital or operations of the Registrant.

(a)(1)(ii)        Inapplicable.

(a)(1)(iii)       Inapplicable.

(a)(1)(iv)        Inapplicable.

(a)(1)(v)         Inapplicable.

(a)(2)            Inapplicable.

(b)      Holders.

(b)(1)            As of January 1, 2001,  there were 1,939  holders of record of
                  limited partnership interests in the Registrant.

(b)(2)            Inapplicable.

(c)      Dividends.

                  Inapplicable.

At December 31, 2000, the Registrant was paying  distributions  at an annualized
rate  equal to 7% of a Unit's  initial  cost,  or $1.40 per Unit per  year.  For
information  about the amount of distributions  paid during the five most recent
fiscal years,  see Item 6, "Selected  Financial  Data."  Distributions  are made
monthly by the Registrant to its limited partners.

ITEM 701:         Inapplicable.

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

                                                       (Amounts in thousands except for per unit amounts)

                                                                      Year ended December 31,
                                                ---------------------------------------------------------------------
                                                    2000          1999          1998          1997          1996
                                                    ----          ----          ----          ----          ----
<S>                                                 <C>           <C>           <C>           <C>           <C>

Rental income...............................     $  5,697      $  5,413      $  6,258      $  5,798      $  3,815

Income from operations......................     $  1,714      $    863      $  1,698      $  1,740      $    934

Net earnings (loss).........................     $  1,781      $    887      $  1,717      $  1,649      $   (580)

Net earnings (loss) per unit of
  limited partnership interest..............     $   0.83      $   0.34      $   0.37      $   0.84      $  (0.76)

Distributions per unit of
  limited partnership interest..............     $   1.23      $   1.30      $   1.72      $   1.74      $   0.60

Distributions per unit of limited
  partnership interest representing a
  return of capital.........................     $   0.40      $   0.96      $   1.35      $   0.90      $   1.36

Total assets................................     $ 26,749      $ 27,440      $ 29,126      $ 31,017      $ 30,528

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

Intercompany borrowings for container
purchases...................................     $      -      $      -      $      -      $     29      $      -
</TABLE>



<PAGE>


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

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

The Financial  Statements contain information that will assist in evaluating the
financial  condition of the  Partnership  for the years ended December 31, 2000,
1999 and 1998.  Please refer to the  Financial  Statements  and Notes thereto in
connection with the following discussion.

Liquidity and Capital Resources

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

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

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

Limited partners are currently receiving monthly  distributions in an annualized
amount equal to 7% of their original investment.  During the year ended December
31, 2000,  the  Partnership  declared  cash  distributions  to limited  partners
pertaining to the period from December 1999 through November 2000, in the amount
of $2,280. On a cash basis, all of these distributions were from operations.  On
a GAAP  basis,  $749 of these  distributions  was a return  of  capital  and the
balance was from net earnings.

At December 31, 2000, the Partnership had no commitments to purchase containers.

Net cash provided by operating  activities for the years ended December 31, 2000
and 1999, was $3,963 and $2,903,  respectively.  The increase of $1,060, or 37%,
is primarily attributable to the increase in net earnings, adjusted for non-cash
transactions,   and  to  fluctuations  in  accounts   receivable  and  due  from
affiliates,  net, offset by the  fluctuations in accrued damage  protection plan
costs. Net earnings, adjusted for non-cash transactions, increased primarily due
to the decrease in direct container  expenses and the increase in rental income.
The reasons for these fluctuations are discussed in "Results of Operations". The
decrease in accounts  receivable of $127 during the year ended December 31, 2000
was  primarily due to the decline in the average  collection  period of accounts
receivable.  The increase in accounts  receivable  of $35 during the  comparable
period  in 1999 was due to an  increase  in the  average  collection  period  of
accounts  receivable,  offset by the decrease in rental income.  Fluctuations in
due from  affiliates,  net resulted  from timing  differences  in the payment of
expenses and fees and the remittance of net rental  revenues and container sales
proceeds,  as well as in fluctuations in these amounts.  The decrease in accrued
damage  protection plan costs of $61 during the year ended December 31, 2000 was
due to the decline in the average  estimated  repair  cost per  container  and a
decrease in the number of containers covered under the damage protection plan.

For the year ended December 31, 2000 net cash used in investing  activities (the
purchase and sale of  containers)  was $1,278,  compared to net cash provided by
investing  activities  of  $237  for the  year  ended  December  31,  1999.  The
fluctuation  of $1,515 was due to the  increase in container  purchases  and the
decrease  in  proceeds  from  container  sales.  Container  purchases  increased
primarily  due to the  increase  in  cash  available  for  container  purchases.
Proceeds from container sales  decreased,  despite the increase in the number of
containers  sold,  as a result of the  Partnership  selling  damaged  containers
located in low demand  locations at a lower  average sales price during the year
ended  December  31,  2000  than  the  same  period  in 1999  and due to  timing
differences  in the  accrual  and receipt of these  proceeds.  The sales  prices
received on container sales decreased as a result of current market  conditions,
which have adversely  affected the value of used  containers.  Until  conditions
improve in these  locations,  the Partnership  plans to continue to sell some of
its  containers  in these  locations.  The amount of these sales  proceeds  will
affect how much the Partnership can reinvest in new containers.

Consistent  with its  investment  objectives  and  subject  to its  distribution
policy,  the  Partnership  intends  to  continue  to  reinvest  both  cash  from
operations  available for reinvestment and all, or a significant  amount of, the
proceeds from container  sales in additional  containers.  Cash from  operations
available  for  reinvestment  is generally  equal to cash  provided by operating
activities,  less  distributions  and redemptions paid, which are subject to the
General  Partners'  authority  to set these  amounts  (and modify  reserves  and
working capital), as provided in the Partnership Agreement.  The amount of sales
proceeds  available  for  reinvestment  will  fluctuate  based on the  number of
containers sold and the sales price received.  The Partnership  sells containers
when (i) a  container  reaches  the end of its useful  life or (ii) an  analysis
indicates that the sale is warranted based on existing market conditions and the
container's age, location and condition.

The rate of reinvestment is also affected by cash from operations  available for
reinvestment  which, like sales proceeds,  has been adversely affected by market
conditions.  These market  conditions have resulted in a slower than anticipated
rate of reinvestment.  Market conditions are discussed more fully under "Results
of Operations." A slower rate of reinvestment  will, over time,  affect the size
of the Partnership's container fleet. Furthermore,  even with reinvestment,  the
Partnership  is not likely to be able to replace  all the  containers  it sells,
since new container  prices are usually  higher than the average sales price for
used containers.

Results of Operations

The  Partnership's  income from operations,  which consists  primarily of rental
income, container depreciation,  direct container expenses, management fees, and
reimbursement of administrative expenses was directly related to the size of the
container  fleet during the years ended  December 31, 2000,  1999,  and 1998, as
well as certain other factors as discussed  below. The following is a summary of
the container fleet (in units) available for lease during those periods:

                                                    2000        1999        1998
                                                    ----        ----        ----

     Beginning container fleet...............      10,642     10,718      10,728
     Ending container fleet..................      11,151     10,642      10,718
     Average container fleet.................      10,897     10,680      10,723

As noted above,  when containers are sold in the future,  sales proceeds are not
likely to be sufficient to replace all of the containers  sold,  which is likely
to result in a trend towards a smaller average  container  fleet.  Other factors
related to the  Partnership's  ability to reinvest  funds in new  containers are
discussed above under "Liquidity and Capital Resources".

Rental  income and direct  container  expenses are also  affected by the average
utilization of the container fleet,  which was 84%, 78% and 83% during the years
ended December 31, 2000, 1999 and 1998, respectively. In addition, rental income
is affected by daily rental rates, which have decreased between the periods,  as
described below.

The  following is a comparative  analysis of the results of  operations  for the
years ended December 31, 2000, 1999 and 1998.

The  Partnership's  income from operations for the years ended December 31, 2000
and 1999 was  $1,714  and $863,  respectively,  on rental  income of $5,697  and
$5,413,  respectively.  The increase in rental  income of $284,  or 5%, from the
year  ended  December  31,  1999  to  the  year  ended  December  31,  2000  was
attributable to the increase in container rental income,  offset by the decrease
in other rental income, which is discussed below. Income from container rentals,
the major component of total revenue,  increased $497, or 10%,  primarily due to
the increase in the average on-hire  utilization of 8%,  partially offset by the
decrease in average rental rates of 2%.

The  Partnership's  income from operations for the years ended December 31, 1999
and 1998 was $863 and  $1,698,  respectively,  on rental  income  of $5,413  and
$6,258,  respectively.  The decrease in rental  income of $845, or 14%, from the
year  ended  December  31,  1998  to  the  year  ended  December  31,  1999  was
attributable  to  decreases  in income from  container  rentals and other rental
income.  Income from container rentals decreased $745, or 13%,  primarily due to
decreases in average on-hire utilization of 6% and average rental rates of 6%.

The  improvement in  utilization,  which began in the third quarter of 1999, was
due to  improvements  in demand for leased  containers and in the trade balance,
primarily  as a result of the  improvement  in  certain  Asian  economies  and a
related increase in exports out of Europe.  This improvement in demand,  coupled
with  container  lessors'  efforts  to  sell  older  containers  in  low  demand
locations, has also reduced the container surplus.

However, the trade imbalance between Asia and North America still exists, and as
a consequence,  the build-up of  containers,  primarily on the East Coast of the
United States,  persists.  The Partnership has been unable to reposition a large
number of newer  containers to higher demand  locations in Asia,  due to lack of
available vessel capacity from the United States East Coast ports.

As a result,  the Partnership  continues to sell some containers  located in low
demand locations,  but primarily only those containers with significant  damage.
The average sales price for used  containers  has  decreased,  partly due to the
trade  imbalance  and the  accompanying  build up of  containers  in low  demand
locations.  Due in part to this  decrease,  other  Partnerships  managed  by the
General  Partners  have  recorded   write-downs  and  losses  on  certain  older
containers, many of which were located in these low demand locations. There have
been no such losses or write-downs recorded by the Partnership  primarily due to
the young age of the Partnership's  container fleet. Sales by the Partnership in
these low demand  locations have been generally  limited to damaged  containers.
However,  as the container  fleet ages, the  Partnership may incur losses and/or
write-downs on the sale of its older containers  located in low demand locations
if existing  market  conditions  continue.  Additionally,  should the decline in
economic  value of continuing to own such  containers  turn out to be permanent,
the Partnership may be required to increase its depreciation  rate or write-down
the value for some or all of its container rental equipment.

The decline in the purchase price of new  containers  and the container  surplus
mentioned  above have  resulted in the decline in rental rates in recent  years.
However,  as a result of the improvement in demand and increases in the purchase
price of new containers in 2000, rental rates remained stable during 2000.

In the fourth quarter of 2000, utilization began to decline and has continued to
decline  into the  beginning  of 2001.  This  decline was  primarily  due to the
slowing United States economy and the resulting  decline in exports out of Asia.
The General Partners caution that utilization  could continue to decline in 2001
if these conditions  persist and demand for leased  containers does not improve.
Despite the decline in  utilization,  rental rates have remained stable into the
beginning of 2001.  New  container  prices  declined in 2001,  and this decline,
combined with the recent  decline in utilization  may have a negative  effect on
rental rates in the future.

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

One  lessee  accounted  for  10%,  12%  and  12% of  the  total  revenue  of the
Partnership for the years ended December 31, 2000, 1999 and 1998,  respectively.
No other single  lessee  accounted  for 10% or more of the total  revenue of the
Registrant.  Because of the Partnership's  insurance and because the Partnership
would likely be able,  over a period of time, to re-lease or sell any containers
that were  returned to the  Partnership  by this  lessee,  the General  Partners
believe that the loss of this lessee would not have a material adverse impact on
the  Partnership's   operating  results.   Because  these  are  forward  looking
statements,  there can be no  assurance  that  events  will occur as the General
Partners have predicted.  These statements could be affected by material adverse
events  in the  future,  such  as the  Partnership's  loss of  insurance  or the
Partnership's  inability to re-lease or sell containers that are returned to the
Partnership.

Other rental income consists of other lease-related items, primarily income from
charges to lessees for dropping off containers in surplus locations less credits
granted to lessees for  leasing  containers  from  surplus  locations  (location
income),  income  from  charges to lessees for  handling  related to leasing and
returning  containers (handling income) and income from charges to lessees for a
Damage Protection Plan (DPP). For the year ended December 31, 2000, other rental
income was $396,  a decrease  of $213 from the  equivalent  period in 1999.  The
decrease was primarily  due to decreases in DPP and location  income of $115 and
$75, respectively. The decline in DPP income was due to decreases in the average
DPP price charged per  container  and in the number of containers  covered under
DPP. The decline in location  income was due to a decrease in charges to lessees
for  dropping off  containers  in certain  locations  and an increase in credits
granted to lessees for picking up containers from surplus locations.

For the year ended  December  31, 1999,  the total of these other rental  income
items was $610, a decrease of $100 from the year ended  December 31, 1998.  This
decrease  was  primarily  due to a decrease  in location  income of $112,  which
decreased  primarily  due to a decrease in charges to lessees for  dropping  off
containers in certain locations.

Direct container  expenses  decreased $545, or 34%, from the year ended December
31, 1999 to the same period in 2000.  The decrease was primarily due to declines
in storage,  repositioning,  and DPP  expenses of $208,  $160 and $119.  Storage
expense  declined due to the improvement in utilization  noted above and a lower
average storage cost per container.  Repositioning  expense decreased  primarily
due to the  decline  in the  number  of  containers  repositioned,  offset by an
increase in the average cost of repositioning  containers due to the high demand
for limited vessel capacity. DPP expense declined primarily due to a decrease in
the average repair cost per container and a decrease in the number of containers
covered under DPP.

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

Bad debt (benefit) expense was ($14), $61 and ($15) for the years ended December
31, 2000, 1999 and 1998,  respectively.  The benefit recorded for the year ended
December  31, 2000 was due to overall  lower  required  reserves at December 31,
2000 than at December 31, 1999. The resolution of payment issues with one lessee
and lower reserve  requirements  during 1998 were primarily  responsible for the
benefit recorded in 1998 and,  therefore,  the fluctuation in bad debt (benefit)
expense between 1998 and 1999.

Depreciation  expense  increased $31 or 2% from the year ended December 31, 1999
to the same  period in 2000 due to the 2% increase  in average  fleet size.  The
decrease in depreciation expense of $12, or 1%, from the year ended December 31,
1998 to the  comparable  period in 1999 was due to the  decrease  in the average
fleet size of 1% between the periods.

New  container  prices  steadily  declined  from  1995  through  1999.  Although
container prices increased in 2000, the cost of new containers at year-end 1998,
during 1999 and 2000 was significantly  less than the average cost of containers
purchased in prior years. The Partnership  evaluated the  recoverability  of the
recorded  amount of container  rental  equipment  for  containers to be held for
continued  use as well as for  containers  identified  for sale in the  ordinary
course of business.  Based on this evaluation,  the Partnership  determined that
reductions to the carrying value of these containers was not required during the
years ended December 31, 2000, 1999 and 1998. The  Partnership  will continue to
evaluate the  recoverability  of recorded  amounts of container rental equipment
and cautions that a write-down of container  rental equipment and/or an increase
in its  depreciation  rate may be required in future  periods for some or all of
its container rental equipment.

Management fees to affiliates increased $16, or 3%, from the year ended December
31, 1999 to the  comparable  period in 2000,  primarily  due to the  increase in
equipment  management fees of $18. Equipment management fees, which are based on
gross  revenue,  increased  due  to the  increase  in  rental  income  and  were
approximately  7% of rental income for both periods.  Incentive  management fees
were  $107  and $108  during  the  years  ended  December  31,  2000  and  1999,
respectively.  Incentive  management fees were comparable,  as the effect of the
decrease in limited partner  distribution  percentage from 8% to 6% of partners'
capital  in  March  1999  was  offset  by  the  effect  of the  increase  of the
distribution percentage from 6% to 7% in October 2000.

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

General and administrative costs were comparable during the years ended December
31, 1999 and 2000. General and administrative costs to affiliates decreased $62,
or 18% from the year ended December 31, 1998 to the  equivalent  period in 1999.
The decrease was primarily due to a decrease in the allocation of overhead costs
from TEM, as the  Partnership  represented a smaller  portion of the total fleet
managed by TEM.

Gain on sale of containers  decreased $24 from the year ended  December 31, 1999
to the comparable  period in 2000 and increased $24 from the year ended December
31, 1998 to the same period in 1999.

Net earnings per limited partnership unit increased from $0.34 to $0.83 from the
year ended December 31, 1999 to the same period in 2000, reflecting the increase
in net earnings allocated to limited partners from $623 to $1,531, respectively.
Net earnings per limited partnership unit decreased from $0.37 to $0.34 from the
year ended  December 31, 1998 to 1999,  reflecting  the decrease in net earnings
allocated to limited partners from $686 to $623, respectively. The allocation of
net earnings for the years ended  December  31, 2000,  1999 and 1998  included a
special  allocation of gross income to the General  Partners of $81,  $180,  and
$868, respectively, in accordance with the Partnership Agreement.

Risk Factors and Forward Looking Statements

Although  substantially  all of the  Partnership's  income  from  operations  is
derived from assets employed in foreign operations, virtually all of this income
is  denominated  in United  States  dollars.  The  Partnership's  customers  are
international  shipping  lines,  which transport  goods on  international  trade
routes.  The  domicile  of the lessee is not  indicative  of where the lessee is
transporting  the  containers.  The  Partnership's  business risk in its foreign
operations lies with the  creditworthiness of the lessees, and the Partnership's
ability to keep its containers under lease,  rather than the geographic location
of the  containers or the domicile of the lessees.  The containers are generally
operated on the international high seas rather than on domestic  waterways.  The
containers are subject to the risk of war or other political, economic or social
occurrence  where  the  containers  are used,  which  may  result in the loss of
containers,  which,  in turn,  may have a material  impact on the  Partnership's
results of operations  and  financial  condition.  The General  Partners are not
aware of any  conditions  as of December 31, 2000,  which would result in such a
risk materializing.

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

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Inapplicable.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Attached pages 13 to 23.


<PAGE>



                          Independent Auditors' Report



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

We have audited the  accompanying  balance sheets of Textainer  Equipment Income
Fund VI, L.P. (a  California  limited  partnership)  as of December 31, 2000 and
1999 and the related  statements of earnings,  partners'  capital and cash flows
for each of the years in the three-year  period ended  December 31, 2000.  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 auditing standards generally accepted
in the  United  States of  America.  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, 2000 and 1999 and the results of its operations, its
partners'  capital  and its cash  flows for each of the years in the  three-year
period  ended  December 31,  2000,  in  conformity  with  accounting  principles
generally accepted in the United States of America.



                                    KPMG LLP


San Francisco, California
February 16, 2001


<PAGE>
<TABLE>
<CAPTION>


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

Balance Sheets

December 31, 2000 and 1999
(Amounts in thousands)
-----------------------------------------------------------------------------------------------------------

                                                                         2000                    1999
                                                                   ----------------        ----------------
<S>                                                                <C>                     <C>

 Assets
 Container rental equipment, net of accumulated
      depreciation of $9,707 (1999:  $7,793)                        $       24,411          $       25,174
 Cash                                                                          889                     729
 Accounts receivable, net of allowance
      for doubtful accounts of $71 (1999:  $122)                             1,216                   1,254
 Due from affiliates, net (note 2)                                             229                     278
 Prepaid expenses                                                                4                       5
                                                                   ----------------        ----------------

                                                                    $       26,749          $       27,440
                                                                   ================        ================

 Liabilities and Partners' Capital
 Liabilities:
      Accounts payable                                              $          148          $          143
      Accrued liabilities                                                      259                     203
      Accrued damage protection plan costs (note 1(j))                          98                     159
      Accrued recovery costs (note 1(i))                                        88                      78
      Deferred quarterly distributions (note 1(g))                              32                      30
      Container purchases payable                                               46                       -
                                                                   ----------------        ----------------

          Total liabilities                                                    671                     613
                                                                   ----------------        ----------------

 Partners' capital:
      General partners                                                           -                       -
      Limited partners                                                      26,078                  26,827
                                                                   ----------------        ----------------

          Total partners' capital                                           26,078                  26,827
                                                                   ----------------        ----------------

                                                                    $       26,749          $       27,440
                                                                   ================        ================

 See accompanying notes to financial statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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

Statements of Earnings

Years ended December 31, 2000, 1999, and 1998
(Amounts in thousands except for unit and per unit amounts)
---------------------------------------------------------------------------------------------------------------------------


                                                                        2000                1999                1998
                                                                   ----------------   -----------------   -----------------
<S>                                                                <C>                 <C>                 <C>

Rental income                                                      $         5,697    $          5,413    $          6,258
                                                                   ----------------   -----------------   -----------------
Costs and expenses:
    Direct container expenses                                                1,075               1,620               1,546
    Bad debt (benefit) expense                                                 (14)                 61                 (15)
    Depreciation                                                             2,018               1,987               1,999
    Professional fees                                                           69                  90                  43
    Management fees to affiliates (note 2)                                     503                 487                 583
    General and administrative costs to affiliates (note 2)                    285                 281                 343
    Other general and administrative costs                                      49                  50                  63
    Gain on sale of containers                                                  (2)                (26)                 (2)
                                                                   ----------------   -----------------   -----------------

                                                                             3,983               4,550               4,560
                                                                   ----------------   -----------------   -----------------

    Income from operations                                                   1,714                 863               1,698
                                                                   ----------------   -----------------   -----------------

Other income:
    Interest income, net                                                        67                  24                  19
                                                                   ----------------   -----------------   -----------------

                                                                                67                  24                  19
                                                                   ----------------   -----------------   -----------------

    Net earnings                                                   $         1,781    $            887    $          1,717
                                                                   ================   =================   =================

Allocation of net earnings (note 1(g)):
    General partners                                               $           250    $            264    $          1,031
    Limited partners                                                         1,531                 623                 686
                                                                   ----------------   -----------------   -----------------

                                                                   $         1,781    $            887    $          1,717
                                                                   ================   =================   =================

Limited partners' per unit share of
    net earnings                                                   $          0.83    $           0.34    $           0.37
                                                                   ================   =================   =================

Limited partners' per unit share
    of distributions                                               $          1.23    $           1.30    $           1.72
                                                                   ================   =================   =================

Weighted average number of limited
    partnership units outstanding (note 1(k))                            1,848,397           1,848,397           1,848,397
                                                                   ================   =================   =================

See accompanying notes to financial statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

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

Statements of Partners' Capital

Years ended December 31, 2000, 1999, and 1998
(Amounts in thousands)
--------------------------------------------------------------------------------------------------------------------------


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

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

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

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

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

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

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

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

Distributions                                                             (250)               (2,280)              (2,530)

Net earnings                                                               250                 1,531                1,781
                                                                 --------------       ---------------       --------------

Balances at December 31, 2000                                    $           -        $       26,078        $      26,078
                                                                 ==============       ===============       ==============

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

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

Statements of Cash Flows
Years ended December 31, 2000, 1999, and 1998
(Amounts in thousands)
----------------------------------------------------------------------------------------------------------------------------


                                                                                   2000            1999             1998
                                                                               -------------   -------------    ------------
<S>                                                                            <C>             <C>              <C>

Cash flows from operating activities:
   Net earnings                                                               $      1,781    $        887     $     1,717
   Adjustments to reconcile net earnings to
       net cash provided by operating activities:
         Depreciation                                                                2,018           1,987           1,999
         (Decrease) increase in allowance for doubtful accounts                        (51)             52             (27)
         Gain on sale of containers                                                     (2)            (26)             (2)
         Decrease (increase) in assets:
             Accounts receivable                                                       127             (35)            238
             Due from affiliates, net                                                   79             (71)           (321)
             Prepaid expenses                                                            1               3              48
         Increase (decrease) in liabilities:
             Accounts payable and accrued liabilities                                   61              53              82
             Accrued recovery costs                                                     10              18              26
             Accrued damage protection plan costs                                      (61)             35              45
                                                                               -----------     -----------      ----------

             Net cash provided by operating activities                               3,963           2,903           3,805
                                                                               -----------     -----------      ----------

Cash flows from investing activities:
   Proceeds from sale of containers                                                    225             237             131
   Container purchases                                                              (1,503)              -            (141)
                                                                               -----------     -----------      ----------

             Net cash (used in) provided by investing activities                    (1,278)            237             (10)
                                                                               -----------     -----------      ----------

Cash flows from financing activities:
   Distributions to partners                                                        (2,525)         (2,685)         (3,603)
   Repayments of borrowings from affiliates                                              -               -             (29)
                                                                               -----------     -----------      ----------

              Net cash used in financing activities                                 (2,525)         (2,685)         (3,632)
                                                                               -----------     -----------      ----------

Net increase in cash                                                                   160             455             163

Cash at beginning of period                                                            729             274             111
                                                                               -----------     -----------      ----------

Cash at end of period                                                         $        889    $        729     $       274
                                                                               ===========     ===========      ==========

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

See accompanying notes to financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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

Statements of Cash Flows--Continued

Years ended December 31 2000, 1999 and 1998
(Amounts in thousands)
----------------------------------------------------------------------------------------------------------


Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of container purchases, distributions
to partners  and  proceeds  from sale of  containers  which had not been paid or
received  by the  Partnership  as of December  31,  2000,  1999,  1998 and 1997,
resulting in  differences  in amounts  recorded and amounts of cash disbursed or
received by the Partnership, as shown in the Statements of Cash Flows.


                                                                      2000          1999         1998         1997
                                                                   ----------    ---------    ----------   ----------
<S>                                                                <C>           <C>          <C>          <C>

Container purchases included in:
     Due to affiliates...................................                $ -          $ -           $ -          $ 1
     Container purchases payable.........................                 46            -             -            -

Distributions to partners included in:
     Due to affiliates...................................                 23           20            26           91
     Deferred quarterly distributions....................                 32           30            42           58

Proceeds from sale of containers included in:
     Due from affiliates.................................                 54           21            41           13

The following table summarizes the amounts of container purchases, distributions
to partners and proceeds from sale of containers recorded by the Partnership and
the amounts  paid or received as shown in the  Statements  of Cash Flows for the
years ended December 31, 2000, 1999, and 1998.



                                                                                    2000         1999          1998
                                                                                    ----         ----          ----

Container purchases recorded....................................                  $1,549       $    -        $  140
Container purchases paid........................................                   1,503            -           141

Distributions to partners declared..............................                   2,530        2,667         3,522
Distributions to partners paid..................................                   2,525        2,685         3,603

Proceeds from sale of containers recorded.......................                     258          217           159
Proceeds from sale of containers received.......................                     225          237           131

The  Partnership  has  entered  into direct  finance  leases,  resulting  in the
transfer of containers from container rental  equipment to accounts  receivable.
The carrying  values of containers  transferred  during the years ended December
31, 2000 and 1999 were $38 and $83, respectively.  The Partnership did not enter
into direct finance leases during the year ended December 31, 1998.


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, 2000,  1999 and 1998
(Amounts in thousands  except for unit and per unit amounts)
--------------------------------------------------------------------------------


Note 1.  Summary of Significant Accounting Policies

      (a)  Nature of Operations

      Textainer  Equipment Income Fund VI, L.P. (TEIF VI or the Partnership),  a
      California  limited  partnership,  with a maximum  life of 21  years,  was
      formed on February 1, 1995.  The  Partnership  was formed to engage in the
      business  of  owning,  leasing  and  selling  both new and used  equipment
      related  to  the  international  containerized  cargo  shipping  industry,
      including,  but not limited to,  containers,  trailers and other container
      related equipment.  TEIF VI offered units representing limited partnership
      interests  (Units) to the public from May 10,  1996 until April 30,  1997,
      the close of the offering period, when a total of 1,848,397 Units had been
      purchased for a total of $36,968.

      Textainer Capital Corporation (TCC) is the managing general partner of the
      Partnership.  Textainer  Equipment  Management Limited (TEM) and Textainer
      Limited (TL) are the associate  general partners of the  Partnership.  The
      managing  general partner and associate  general partners are collectively
      referred to as the General Partners. The General Partners also act in this
      capacity  for other  limited  partnerships.  Prior to its  liquidation  in
      October 1998,  Textainer  Acquisition  Services  Limited  (TAS),  a former
      affiliate  of the  General  Partners,  performed  services  related to the
      acquisition  of  containers  outside  the  United  States on behalf of the
      Partnership.  Effective  November 1998, these services are being performed
      by TEM.  TCC,  TEM and TL are  subsidiaries  of Textainer  Group  Holdings
      Limited (TGH).  The General Partners manage and control the affairs of the
      Partnership.

      The General Partners' interest in the Partnership is 9.5%, and the General
      Partners were  responsible for paying,  out of their own corporate  funds,
      all  organizational  and certain offering  expenses incurred in connection
      with the offering and all acquisition  costs incurred related to container
      purchases. Such costs have not been recorded by the Partnership.

      (b)  Basis of Accounting

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

      (c)  Use of Estimates

      Certain   estimates  and  assumptions  were  made  by  the   Partnership's
      management that affect the reported  amounts of assets and liabilities and
      disclosures  of  contingent  assets  and  liabilities  at the  date of the
      financial  statements  and the  reported  amounts of revenue and  expenses
      during the  reporting  period.  Actual  results  could  differ  from those
      estimates.

      (d)  Fair Value of Financial Instruments

      In accordance  with Statement of Financial  Accounting  Standards No. 107,
      "Disclosures  about Fair Value of Financial  Instruments," the Partnership
      calculates  the fair value of  financial  instruments  and  includes  this
      additional  information in the notes to the financial  statements when the
      fair  value  is  different   than  the  book  value  of  those   financial
      instruments.  At  December  31,  2000  and  1999,  the  fair  value of the
      Partnership's financial instruments approximates the related book value of
      such instruments.

      (e)  Container Rental Equipment

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

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

      New container  prices steadily  declined from 1995 through 1999.  Although
      container prices increased in 2000, the cost of new containers at year-end
      1998, during 1999 and 2000 was significantly less than the average cost of
      containers  purchased  in  prior  years.  The  Partnership  evaluated  the
      recoverability  of the recorded amount of container  rental  equipment for
      containers  to be  held  for  continued  use as  well  as  for  containers
      identified  for sale in the  ordinary  course of  business.  Based on this
      evaluation,  the  Partnership  determined  that reductions to the carrying
      value of these containers was not required during the years ended December
      31, 2000,  1999 and 1998.  The  Partnership  will continue to evaluate the
      recoverability  of recorded  amounts of  container  rental  equipment  and
      cautions  that a  write-down  of  container  rental  equipment  and/or  an
      increase in its  depreciation  rate may be required in future  periods for
      some or all of its container rental equipment.

      (f)  Nature of Income from Operations

      Although  substantially all of the Partnership's income from operations is
      derived from assets employed in foreign operations,  virtually all of this
      income  is  denominated  in  United  States  dollars.   The  Partnership's
      customers  are  international  shipping  lines  that  transport  goods  on
      international  trade routes.  The domicile of the lessee is not indicative
      of where the lessee is  transporting  the  containers.  The  Partnership's
      business risk in its foreign operations lies with the  creditworthiness of
      the lessees rather than the  geographic  location of the containers or the
      domicile of the lessees.

      For the years ended  December  31, 2000,  1999 and 1998,  revenue from one
      lessee  accounted for more than 10% of the  Partnership's  revenues,  with
      revenues  of 10%,  12% and  12%,  respectively.  No  other  single  lessee
      accounted  for more than 10% of the  Partnership's  revenues  during 2000,
      1999 and 1998.

      (g)  Allocation of Net Earnings and Partnership Distributions

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

      Actual  cash  distributions  to  the  Limited  Partners  differ  from  the
      allocated net earnings as presented in these financial  statements because
      cash  distributions  are based on cash  available for  distribution.  Cash
      distributions  are paid to the general  and limited  partners on a monthly
      basis in accordance with the provisions of the Partnership Agreement. Some
      limited partners have elected to have their  distributions paid quarterly.
      The Partnership  has recorded  deferred  distributions  of $32 and $30, at
      December 31, 2000 and 1999, 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, 2000 and 1999, the amounts
      accrued were $88 and $78, respectively.

      (j)  Damage Protection Plan

      The  Partnership  offers a Damage  Protection Plan (DPP) to lessees of its
      containers.  Under  the terms of DPP,  the  Partnership  earns  additional
      revenues  on a daily  basis  and,  in return,  has agreed to bear  certain
      repair costs. It is the  Partnership's  policy to recognize these revenues
      when earned and provide a reserve sufficient to cover the estimated future
      repair costs.  DPP expenses are included in direct  container  expenses in
      the  Statements  of Earnings and the related  reserve at December 31, 2000
      and 1999 was $98 and $159, respectively.

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

      Limited  partners'  per unit share of both net earnings and  distributions
      were  computed  using the  weighted  average  number of units  outstanding
      during  the years  ended  December  31,  2000,  1999 and  1998,  which was
      1,848,397 for all years.

      (l)  Reclassification

      Following  the  adoption of SAB 101,  "Revenue  Recognition  in  Financial
      Statements",  by the Partnership in the fourth quarter of fiscal 2000, the
      Partnership  has  reclassified  gain/loss on sale of containers from other
      income (after income from operations) to costs and expenses (before income
      from   operations).   All  periods  have  been  amended  to  reflect  this
      reclassification.

Note 2.  Transactions with Affiliates

      As part of the operation of the Partnership,  the Partnership is to pay to
      the General Partners an equipment  management fee, an incentive management
      fee and an equipment  liquidation fee. These fees are for various services
      provided in  connection  with the  administration  and  management  of the
      Partnership.  The  Partnership  incurred $107,  $108 and $146 of incentive
      management  fees during each of the three years ended  December  31, 2000,
      1999 and 1998,  respectively.  No equipment liquidation fees were incurred
      during these periods.

      The  Partnership's  containers are managed by TEM. In its role as manager,
      TEM has authority to acquire, hold, manage, lease, sell and dispose of the
      containers.  TEM holds,  for the payment of direct operating  expenses,  a
      reserve of cash that has been collected from leasing operations; such cash
      is included in due from affiliates, net, at December 31, 2000 and 1999.

      Subject to certain reductions, TEM receives a monthly equipment management
      fee equal to 7% of gross lease revenues  attributable to master  operating
      leases and 2% of gross  lease  revenues  attributable  to full  payout net
      leases.  For the years ended December 31, 2000, 1999 and 1998,  these fees
      totaled $396, $379 and $437,  respectively.  The Partnership's  containers
      are leased by TEM to third party lessees on operating master leases,  spot
      leases,  full payout net leases and term leases.  Although the Partnership
      has some rent receivable under cancelable long term operating leases,  the
      majority of the  Partnership's  leases are  operating  leases with limited
      terms and no purchase option.

      Certain  indirect  general  and  administrative  costs  such as  salaries,
      employee  benefits,   taxes  and  insurance  are  incurred  in  performing
      administrative  services  necessary to the  operation of the  Partnership.
      These  costs  are  incurred  and paid by TEM and TCC.  Total  general  and
      administrative costs allocated to the Partnership were as follows:

                                                  2000         1999         1998
                                                  ----         ----         ----

          Salaries                                $147         $156         $186
          Other                                    138          125          157
                                                   ---          ---          ---
            Total general and
               administrative costs               $285         $281         $343
                                                   ===          ===          ===

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

                                                  2000         1999         1998
                                                  ----         ----         ----

          TEM                                     $248         $251         $311
          TCC                                       37           30           32
                                                   ---          ---          ---
            Total general and
               administrative costs               $285         $281         $343
                                                   ===          ===          ===

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

      At  December  31,  2000 and 1999,  amounts  due from  affiliates,  net, is
      comprised of:

                                                         2000               1999
                                                         ----               ----
       Due from affiliates:
           Due from TEM.....................             $260               $303
                                                          ---                ---

       Due to affiliates:
           Due to TL........................               23                 20
           Due to TCC.......................                8                  5
                                                          ---                ---
                                                           31                 25
                                                          ---                ---

           Due from affiliates, net                      $229               $278
                                                          ===                ===

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

      It is the policy of the  Partnership  and the  General  Partners to charge
      interest on amounts due to the General  Partners which are outstanding for
      more than one  month,  to the  extent  such  balances  relate to loans for
      container  purchases.  Interest is charged at a rate not greater  than the
      General  Partners'  or  affiliates'  own cost of  funds.  The  Partnership
      incurred  $1 of interest  expense on amounts  due to the General  Partners
      during the year ended  December  31, 1998.  There was no interest  expense
      incurred  on amounts due to the  General  Partners  during the years ended
      December 31, 2000 or 1999.

Note 3.  Income Taxes

      During  the years  ended  December  31,  2000,  1999 and 1998,  there were
      temporary  differences  of  $17,321,  $13,826 and  $10,503,  respectively,
      between  the  financial  statement  carrying  value of certain  assets and
      liabilities   and  the  federal  income  tax  basis  of  such  assets  and
      liabilities.  The  reconciliation  of net income for  financial  statement
      purposes to net loss for federal  income tax  purposes for the years ended
      December 31, 2000, 1999 and 1998, is as follows:
<TABLE>
<CAPTION>


                                                                            2000            1999           1998
                                                                            ----            ----           ----
<S>                                                                         <C>             <C>           <C>

      Net income per financial statements..........................     $  1,781         $   887       $  1,717
      (Decrease) increase in provision for bad debt................          (51)             52            (27)
      Depreciation for federal income tax purposes in excess
         of depreciation for financial statement purposes..........       (3,571)         (3,536)        (3,556)
      Gain on sale of fixed assets for federal income tax
         purposes in excess of gain recognized for
         financial statement purposes..............................          189             127             50
      (Decrease) increase in damage protection plan reserve........          (61)             35             45
                                                                          ------          ------        -------

      Net loss for federal income tax purposes.....................     $ (1,713)       $ (2,435)      $ (1,771)
                                                                          ======          ======        =======


</TABLE>


<PAGE>
<TABLE>
<CAPTION>




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

Selected Quarterly Financial Data
---------------------------------------------------------------------------------------------------------------------
The following is a summary of selected  quarterly  financial  data for the years
ended December 31, 2000, 1999 and 1998:

                                                                              (Amounts in thousands)
                                                                                2000 Quarters Ended
                                                        -------------------------------------------------------------
                                                        Mar. 31           June 30          Sept. 30           Dec. 31
                                                        -------------------------------------------------------------
<S>                                                     <C>               <C>              <C>                <C>

Rental income                                           $ 1,407           $ 1,444           $ 1,389           $ 1,457

Income from operations                                  $   363           $   516           $   466           $   369

Net earnings                                            $   393           $   452           $   456           $   480

Limited partners' share of net earnings                 $   332           $   392           $   395           $   412

Limited partners' share of distributions                $   555           $   554           $   554           $   617


                                                                                1999 Quarters Ended
                                                        -------------------------------------------------------------
                                                        Mar. 31           June 30          Sept. 30           Dec. 31
                                                        -------------------------------------------------------------
Rental income                                           $ 1,297           $ 1,304           $ 1,374           $ 1,438

Income from operations                                  $   115           $    68           $   259           $   421

Net earnings                                            $   120           $    88           $   279           $   400

Limited partners' share of net earnings                 $    39           $    27           $   218           $   339

Limited partners' share of distributions                $   740           $   554           $   554           $   555


                                                                                1998 Quarters Ended
                                                        -------------------------------------------------------------
                                                        Mar. 31           June 30          Sept. 30           Dec. 31
                                                        -------------------------------------------------------------
Rental income                                           $ 1,575           $ 1,540           $ 1,579           $ 1,564

Income from operations                                  $   452           $   554           $   482           $   210

Net earnings                                            $   465           $   559           $   487           $   206

Limited partners' share of net earnings                 $   421           $   506           $   441           $  (682)

Limited partners' share of distributions                $   832           $   832           $   770           $   739

The amounts of income from  operations are different from the amount  previously
reported in reports on Form 10-Q filed for the years 2000,  1999 and 1998 as the
Registrant adopted SAB 101, "Revenue  Recognition in Financial  Statements",  in
the  fourth  quarter  of  fiscal  2000  and  reclassified  gain/loss  on sale of
containers  from  other  income  (after  income  from  operations)  to costs and
expenses  (before  income from  operations).  To conform to the  current  year's
presentation,   the  following   reclassifications  were  made  to  income  from
operations:
                                                        Mar. 31           June 30          Sept. 30           Dec. 31
                                                        -------------------------------------------------------------
                                           2000         $   (12)          $    76           $    22           $   (84)
                                           1999         $     4           $    (8)          $    (5)          $    35
                                           1998         $     4           $    (2)          $    (3)          $     3

</TABLE>


<PAGE>


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

There have been none.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Registrant has no officers or directors.

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

TCC,  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, 2000,  all Section 16(a) filing  requirements  were complied
with. No member of management or beneficial  owner owned more than 10 percent of
any  interest in the  Partnership.  None of the  individuals  subject to Section
16(a) failed to file or filed late any reports of transactions in the Units.


<PAGE>



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



Name                              Age    Position
----                              ---    --------
<S>                               <C>    <C>

Neil I. Jowell                     67    Director and Chairman of TGH, TEM, TL, TCC and TFS
John A. Maccarone                  56    President, CEO and Director of TGH, TEM, TL, TCC and TFS
James E. Hoelter                   61    Director of TGH, TEM, TL, TCC and TFS
Alex M. Brown                      62    Director of TGH, TEM, TL, TCC and TFS
Harold J. Samson                   79    Director of TGH and TL
Philip K. Brewer                   44    Senior Vice President - Asset Management Group and Director of TEM and TL
Robert D. Pedersen                 41    Senior Vice President - Leasing Group, Director of TEM
Ernest J. Furtado                  45    Senior Vice  President , CFO and  Secretary  of TGH,  TEM,  TL, TCC and TFS,
                                         Director of TEM, TCC and TFS
Wolfgang Geyer                     47    Regional Vice President - Europe
Mak Wing Sing                      43    Regional Vice President - South Asia
Masanori Sagara                    45    Regional Vice President - North Asia
Stefan Mackula                     48    Vice President -  Equipment Resale
Anthony C. Sowry                   48    Vice President - Corporate Operations and Acquisitions
Richard G. Murphy                  48    Vice President - Risk Management
Janet S. Ruggero                   52    Vice President - Administration and Marketing Services
Jens W. Palludan                   50    Regional Vice President - Americas and Logistics
Isam K. Kabbani                    66    Director of TGH and TL
James A. C. Owens                  61    Director of TGH and TL
S. Arthur Morris                   67    Director of TGH, TEM and TL
Dudley R. Cottingham               49    Assistant Secretary, Vice President and Director of TGH, TEM and TL
Nadine Forsman                     33    Controller of TCC and TFS
</TABLE>

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

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

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

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

         Harold J.  Samson is a  director  of TGH and TL and has  served as such
since  the  formation  of these  companies  in 1993.  He is also a member of the
Investment Advisory Committee (see "Committees",  below). Mr. Samson served as a
consultant to various  securities  firms from 1981 to 1989. From 1974 to 1981 he
was  Executive  Vice  President  of Foster &  Marshall,  Inc.,  a New York Stock
Exchange  member  firm based in Seattle.  Mr.  Samson was a director of IEA from
1979 to 1981. From 1957 to 1984 he served as Chief Financial  Officer in several
New York Stock  Exchange  member  firms.  Mr.  Samson  holds a B.S.  in Business
Administration  from the University of California,  Berkeley and is a California
Certified Public Accountant.

         Philip K. Brewer is Senior Vice President - Asset  Management Group and
director of TEM and TL. He was  President of TCC and TFS from January 1, 1998 to
December  31,  1998  until his  appointment  as Senior  Vice  President  - Asset
Management Group. As President of TCC, Mr. Brewer was responsible for overseeing
the  management  of, and  coordinating  the activities of TCC and TFS. As Senior
Vice President,  he is responsible  for optimizing the capital  structure of and
identifying  new sources of finance for  Textainer,  as well as  overseeing  the
management of and  coordinating  the activities of Textainer's  risk management,
logistics  and the resale  divisions.  Mr.  Brewer is a member of the  Equipment
Investment  Committee,  the Credit  Committee and was a member of the Investment
Advisory Committee through December 31, 1998 (see "Committees"  below). Prior to
joining  Textainer in 1996, as Senior Vice  President - Capital  Markets for TGH
and TL, Mr. Brewer worked at Bankers Trust from 1990 to 1996, starting as a Vice
President  in  Corporate  Finance  and ending as Managing  Director  and Country
Manager for  Indonesia;  from 1989 to 1990,  he was Vice  President in Corporate
Finance at Jarding Fleming; from 1987 to 1989, he was Capital Markets Advisor to
the United States Agency for International Development; and from 1984 to 1987 he
was an Associate  with Drexel  Burnham  Lambert in New York. Mr. Brewer holds an
M.B.A. in Finance from the Graduate  School of Business at Columbia  University,
and a B.A. in Economics and Political Science from Colgate University.

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

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

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

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

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

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

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

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

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

         Jens W. Palludan is based in Hackensack, New Jersey and is the Regional
Vice  President - Americas and  Logistics,  responsible  for  container  leasing
activities in North/South America and for coordinating  container logistics.  He
joined Textainer in 1993 as Regional Vice President - Americas/Africa/Australia,
responsible for coordinating all leasing  activities in North and South America,
Africa and  Australia/New  Zealand.  Mr.  Palludan  spent his  career  from 1969
through  1992 with  Maersk  Line of  Copenhagen,  Denmark  in a  variety  of key
management  positions in both Denmark and overseas.  Mr.  Palludan's most recent
position at Maersk was that of General Manager,  Equipment and Terminals,  where
he was  responsible  for the entire managed fleet.  Mr. Palludan holds an M.B.A.
from the Centre European D'Education Permanente, Fontainebleau, France.

         Sheikh  Isam K.  Kabbani is a director  of TGH and TL. He has served as
such  since  the  formation  of these  companies  in 1993.  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
since been his principal business  activity.  Sheikh Kabbani holds a B.A. degree
from  Swarthmore  College,  Pennsylvania,  and an M.A.  degree in Economics  and
International Relations from Columbia University.

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

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

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

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

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
reviews the equipment  leasing  operations of the Partnership on a regular basis
with emphasis on matters involving equipment  purchases,  equipment  remarketing
issues, and decisions regarding ultimate  disposition of equipment.  The members
of the committee are John A. Maccarone (Chairman),  James E. Hoelter, Anthony C.
Sowry, Richard G. Murphy (Secretary), Alex M. Brown, Philip K. Brewer, Robert D.
Pedersen, Ernest J. Furtado and Nadine Forsman.

         Credit Committee.  The Credit Committee  establishes  credit limits for
every lessee and potential  lessee of equipment and  periodically  reviews these
limits. In setting such limits,  the Credit Committee  considers such factors as
customer trade routes,  country,  political risk,  operational  history,  credit
references, credit agency analyses, financial statements, and other information.
The members of the Credit Committee are John A. Maccarone (Chairman), Richard G.
Murphy (Secretary), Janet S. Ruggero, Anthony C. Sowry, Philip K. Brewer, Ernest
J. Furtado and Robert D. Pedersen.

         Investment  Advisory  Committee.   The  Investment  Advisory  Committee
reviews investor program  operations on at least a quarterly basis,  emphasizing
matters  related  to cash  distributions  to  investors,  cash flow  management,
portfolio  management,  and liquidation.  The Investment  Advisory  Committee is
organized  with a view to  applying  an  interdisciplinary  approach,  involving
management,  financial,  legal  and  marketing  expertise,  to the  analysis  of
investor program  operations.  The members of the Investment  Advisory Committee
are  John  A.  Maccarone  (Chairman),   James  E.  Hoelter,  Ernest  J.  Furtado
(Secretary), Nadine Forsman, Harold J. Samson, Alex M. Brown and Neil I. Jowell.

ITEM 11. EXECUTIVE COMPENSATION

The Registrant  has no executive  officers and does not reimburse TCC, TEM or TL
for the  remuneration  payable  to their  executive  officers.  For  information
regarding  reimbursements  made by the Registrant to the General  Partners,  see
note 2 of the Financial Statements in Item 8.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a)      Security Ownership of Certain Beneficial Owners

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


(b)      Security Ownership of Management

         As of January 1, 2000, no Units were owned by any executive officers or
         directors.



(c)      Changes in Control.

         Inapplicable.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a)      Transactions with Management and Others.

                             (Amounts in thousands)

         At December  31, 2000 and 1999,  amounts due from  affiliates,  net, is
         comprised of:

                                                         2000               1999
                                                         ----               ----

         Due from affiliates:
           Due from TEM......................            $260               $303
                                                          ---                ---

         Due to affiliates:
           Due to TL.........................              23                 20
           Due to TCC........................               8                  5
                                                          ---                ---
                                                           31                 25
                                                          ---                ---

         Due from affiliates, net                        $229               $278
                                                          ===                ===

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

      It is the policy of the  Partnership  and the  General  Partners to charge
      interest on amounts due to the General  Partners which are outstanding for
      more than one  month,  to the  extent  such  balances  relate to loans for
      container  purchases.  Interest is charged at a rate not greater  than the
      General  Partners'  or  affiliates'  own cost of  funds.  The  Partnership
      incurred  $1 of interest  expense on amounts  due to the General  Partners
      during the year ended  December  31, 1998.  There was no interest  expense
      incurred  on amounts due to the  General  Partners  during the years ended
      December 31, 2000 or 1999.

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

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

                                                   2000           1999          1998
                                                   ----           ----          ----
<S>                                                <C>            <C>           <C>

                  TEM..................            $503           $487          $583
                                                   ====           ====          ====

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


                                                   2000           1999          1998
                                                   ----           ----          ----

                  TEM..................            $248           $251          $311
                  TCC..................              37             30            32
                                                   ----           ----          ----
                  Total................            $285           $281          $343
                                                   ====           ====          ====
</TABLE>



(b)      Certain Business Relationships.

         Inapplicable.


<PAGE>



(c)      Indebtedness of Management

         Inapplicable.

(d)      Transactions with Promoters

         Inapplicable.

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

                                     PART IV

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

(a)      1.       Audited  financial  statements of the  Registrant for the year
                  ended  December  31,  2000  are  contained  in  Item 8 of this
                  Report.

         2.       Financial Statement Schedules.

                  (i)      Independent   Auditors'   Report   on   Supplementary
                           Schedule.

                  (ii)     Schedule II - Valuation and Qualifying Accounts.

         3.       Exhibits Incorporated by reference.

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

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

(b)      During the year ended  2000,  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  16,  2001,  we  reported  on the  balance  sheets of
Textainer  Equipment  Income Fund VI, L.P. (the  Partnership) as of December 31,
2000 and 1999,  and the related  statements of earnings,  partners'  capital and
cash flows for each of the years in the  three-year  period  ended  December 31,
2000,  which are included in the 2000 annual  report on Form 10-K. In connection
with our audits of the aforementioned financial statements,  we also audited the
related  financial  statement  schedule  as  listed in Item 14.  This  financial
statement  schedule is the responsibility of the Partnership's  management.  Our
responsibility  is to express an opinion on this  financial  statement  schedule
based on our audits.

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



                                    KPMG LLP


San Francisco, California
February 16, 2001


<PAGE>

<TABLE>
<CAPTION>


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

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


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

For the year ended December 31, 2000:

   Allowance for doubtful accounts                        $  122              $  (14)             $  (37)             $   71
                                                             ---                 ---                 ---                 ---

   Recovery cost reserve                                  $   78              $   46              $  (36)             $   88
                                                             ---                 ---                 ---                 ---

   Damage protection plan reserve                         $  159              $   73              $ (134)             $   98
                                                             ---                 ---                 ---                 ---


For the year ended December 31, 1999:

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

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

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


For the year ended December 31, 1998:

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

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

   Damage protection plan reserve                         $   79              $  143              $  (98)             $  124
                                                             ---                 ---                 ---                 ---
</TABLE>



<PAGE>



                                   SIGNATURES


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

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

                                       By Textainer Capital Corporation
                                       The Managing General Partner

                                       By
                                       ________________________________
                                       Ernest J. Furtado
                                       Senior Vice President

Date:  March 20, 2001

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

Signature                                          Title                                        Date
<S>                                                <C>                                          <C>



_______________________________________            Senior Vice President, CFO                   March 20, 2001
Ernest J. Furtado                                  (Principal Financial and
                                                   Accounting Officer),
                                                   Secretary and Director

_______________________________________            President (Principal Executive               March 20, 2001
John A. Maccarone                                  Officer), and Director


_______________________________________            Chairman of the Board and Director           March 20, 2001
Neil I. Jowell





<PAGE>



                                   SIGNATURES


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

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

                                       By Textainer Capital Corporation
                                       The Managing General Partner

                                       By /s/Ernest J. Furtado
                                       ________________________________
                                       Ernest J. Furtado
                                       Senior Vice President

Date:  March 20, 2001

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:

Signature                                          Title                                        Date


/s/Ernest J. Furtado
_______________________________________            Senior Vice President, CFO                   March 20, 2001
Ernest J. Furtado                                  (Principal Financial and
                                                   Accounting Officer),
                                                   Secretary and Director

/s/John A. Maccarone
_______________________________________            President (Principal Executive               March 20, 2001
John A. Maccarone                                  Officer), and Director


/s/Neil I. Jowell
_______________________________________            Chairman of the Board and Director           March 20, 2001
Neil I. Jowell
</TABLE>