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


March 28, 2002


Securities and Exchange Commission
Washington, DC  20549

Ladies and 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, 2001.

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>





                UNITED STATES 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, 2001

                         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)

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

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  certain  physical  damage to  containers.
                  Container  leasing companies compete with one   another on the
                  basis  of  lease rates,  fees charged,  services  provided and
                  availability   of   equipment. 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.  Some of
                  the Partnership's  equipment is   leased under long-term lease
                  agreements. Unlike master lease   agreements,  long-term lease
                  agreements  provide   for  containers to be leased for periods
                  of between   three  to five years.  Such leases are  generally
                  cancelable  with  a penalty  at the end  of each  twelve-month
                  period.  Under direct   finance  leases,  the  containers  are
                  usually leased from the Partnership   for the remainder of the
                  container's useful life with a purchase   option at the end of
                  the lease term.  Direct    finance  leases  currently  cover a
                  minority of the Partnership's   equipment. 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)       During the year ended  December  31,  2001,  no  single lessee
                  generated  lease  revenue  which  was 10% or more of the total
                  revenue of the Registrant.

(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 88% of the total
                  equipment held by all container leasing companies. The top two
                  container     leasing     companies      combined      control
                  approximately   31%  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 o f  the
                  Registrant,  is  responsible for  the  overall  management  of
                  the business of   the  Registrant and at December 31, 2001 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, 2001 had a total of 157 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 11%, 13% and
          15% of the Registrant's rental revenue during the years ended December
          31, 2001,  2000 and 1999,  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, 2001, the Registrant owned the following types and quantities
of equipment:

         20-foot standard dry freight containers                     4,552
         40-foot standard dry freight containers                     4,704
         40-foot high cube dry freight containers                    2,377
                                                                    ------
                                                                    11,633
                                                                    ======

During  December 2001,  approximately  61% of these  containers were on lease to
international shipping companies and the balance was being stored primarily 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, 2002,  there  were 1,940  holders  of record
                  of limited  partnership interests in the Registrant.

(b)(2)            Inapplicable.

(c)      Dividends.

                  Inapplicable.

At December 31, 2001, the Registrant was paying  distributions  at an annualized
rate equal to 5% of a Unit's  initial cost, or $1.00 per Unit.  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.
<PAGE>
<TABLE>
<CAPTION>

ITEM 6.      SELECTED FINANCIAL DATA

                                                           (Amounts in thousands except for per unit amounts)

                                                                        Years ended December 31,
                                                ----------------------------------------------------------------
                                                    2001          2000          1999          1998          1997
                                                    ----          ----          ----          ----          ----
<S>                                                 <C>            <C>            <C>         <C>           <C>
Rental income.........................           $ 4,893       $ 5,697       $ 5,413       $ 6,258       $ 5,798

Income from operations................           $   606       $ 1,714       $   863       $ 1,698       $ 1,740

Net earnings..........................           $   642       $ 1,781       $   887       $ 1,717       $ 1,649

Net earnings per unit of limited
 partner interest.....................           $  0.21       $  0.83       $  0.34       $  0.37       $  0.84

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

Distributions per unit of limited
 partner interest representing a
 return of capital....................           $  1.02       $  0.40       $  0.96       $  1.35       $  0.90

Total assets..........................           $24,874       $26,749       $27,440       $29,126       $31,017

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 which will assist in evaluating the
financial  condition of the  Partnership  for the years ended December 31, 2001,
2000 and 1999.  Please refer to the  Financial  Statements  and Notes thereto in
connection with the following discussion.

Textainer  Capital  Corporation  (TCC) is the  Managing  General  Partner of the
Partnership.  Textainer Equipment Management Limited (TEM) and Textainer Limited
(TL) are Associate  General  Partners of the  Partnership.  The General Partners
manage and control the affairs of the Partnership.

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.

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.  Rental
income is the  Partnership's  principal source of liquidity and provides a major
source of funds for distributions.  Rental income has been adversely affected by
current market conditions for leased containers, and these market conditions may
continue or worsen.  Market  conditions  are discussed more fully in "Results of
Operations." 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 5% of their original investment.  During the year ended December
31, 2001,  the  Partnership  declared  cash  distributions  to limited  partners
pertaining to the period from December 2000 through November 2001, in the amount
of $2,280. On a cash basis, all of these distributions were from operations.  On
a  financial  statement  basis,  $1,888 of these  distributions  was a return of
capital and the balance was from net earnings.

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

At December 31, 2001, the Partnership had no commitments to purchase containers.

Net cash provided by operating  activities for the years ended December 31, 2001
and 2000, was $3,136 and $3,963, respectively.  The decrease of $827, or 21%, is
primarily  attributable  to the decrease in net earnings,  adjusted for non-cash
transactions,  offset by fluctuations in gross accounts  receivable and due from
affiliates,  net. Net earnings,  adjusted for non-cash  transactions,  decreased
primarily due to the decrease in rental income and increase in direct  container
expenses.  These items are discussed more fully in "Results of Operations".  The
decrease in gross accounts receivable of $256 during the year ended December 31,
2001 was  primarily  due to the decrease in rental  income and a decrease in the
average collection period of accounts receivable. The decrease in gross accounts
receivable of $127 during the comparable period in 2000 was primarily due to the
decline in the average collection period of accounts receivable. Fluctuations in
due from  affiliates,  net resulted  from timing  differences  in the payment of
expenses,  fees and  distributions and the remittance of net rental revenues and
container sales proceeds, as well as in fluctuations in these amounts.

For the  years  ended  December  31,  2001 and 2000 net cash  used in  investing
activities  (the  purchase  and  sale of  containers)  was  $1,013  and  $1,278,
respectively. Net cash used in investing activities decreased $265 primarily due
to the decrease in cash used for  container  purchases.  Cash used for container
purchases decreased primarily due to the Partnership purchasing fewer containers
and  a  lower  average  purchase  price.  Proceeds  from  container  sales  were
comparable  between the periods as the number of  containers  sold and the sales
price received on container  sales were  comparable  for both periods;  however,
these sales proceeds are lower than sales proceeds received in previous years as
a result of current market  conditions,  which have adversely affected the value
of used  containers.  Until  market  conditions  improve in  certain  low demand
locations, the Partnership plans to continue selling some of its containers that
are off-lease in these  locations.  The number of containers  sold,  both in low
demand locations and elsewhere, as well as the average sales prices, 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 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.

Both cash from operations  available for reinvestment  and sales proceeds,  have
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 a used  container,  and the
majority of cash available for reinvestment is from sales proceeds.

Results of Operations

The  Partnership's  income from operations,  which consists  primarily of rental
income  less  costs  and  expenses  (including  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, 2001,  2000, and 1999, 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:

                                                    2001        2000        1999
                                                    ----        ----        ----

         Beginning container fleet..........      11,151      10,642      10,718
         Ending container fleet.............      11,633      11,151      10,642
         Average container fleet............      11,392      10,897      10,680

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 in "Liquidity and Capital Resources".

Rental  income and direct  container  expenses are also  affected by the average
utilization of the container fleet,  which was 69%, 84% and 78% during the years
ended December 31, 2001, 2000 and 1999,  respectively.  The remaining  container
fleet is off-lease  and is being  stored  primarily at a large number of storage
depots. At December 31, 2001, the Partnership's  off-lease containers (in units)
were located in the following locations:


      America                                     993
      Europe                                      894
      Asia                                      2,644
                                                -----

      Total off-lease containers                4,531
                                                =====

In addition to  utilization,  rental  income is affected by daily rental  rates,
which have decreased slightly between the periods, as described below.

The  following is a comparative  analysis of the results of  operations  for the
years ended December 31, 2001, 2000 and 1999.

The  Partnership's  income from operations for the years ended December 31, 2001
and 2000 was $606 and  $1,714,  respectively,  on rental  income  of $4,893  and
$5,697,  respectively.  The decrease in rental  income of $804, or 14%, from the
year ended December 31, 2000 to the same period in 2001 was  attributable to the
decrease in  container  rental  income,  offset by the  increase in other rental
income,  which is discussed  below.  Income from  container  rentals,  the major
component  of  total  revenue,  decreased  $928,  or 18%,  primarily  due to the
decreases in the average on-hire utilization of 18%, and average rental rates of
3%,  offset by the 5%  increase  in average  fleet  size.  The  majority  of the
Partnership's  rental income was generated from the leasing of the Partnership's
containers under master operating leases.

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 increases in container rental income,  offset by the decrease in
other rental income.  Income from  container  rentals,  increased  $497, or 10%,
primarily due to the increase in average  on-hire  utilization of 8%,  partially
offset by the decrease in average rental rates of 2%.

In the fourth  quarter of 2000,  utilization  began to decline and  continued to
decline  during 2001 and into the  beginning  of 2002.  This  decline was due to
lower overall demand by shipping lines for leased containers, which is primarily
a result of the  worldwide  economic  slowdown.  Two other factors are currently
reducing  the demand for leased  containers.  Shipping  lines have added  larger
vessels to their fleets, which combined with lower cargo volume growth, has made
it easier for them to use otherwise  empty vessel space to reposition  their own
containers back to high demand locations.  Additionally,  in anticipation of the
delivery of these new, larger  vessels,  many shipping lines placed large orders
for new  containers in 2000 and 2001,  thus  temporarily  reducing their need to
lease containers.  These orders for additional  containers are part of a general
increase in vessel  capacity for the  shipping  lines.  This  increase in vessel
capacity  amounted to 12% in 2001. An additional  increase in vessel capacity of
approximately 12% is expected in 2002,  because the shipping lines placed orders
for  additional  ships before  recognizing  the slowdown in world trade.  To the
extent that this increased vessel capacity remains underutilized, shipping lines
may seek to cut costs in order to sustain  profits or reduce  losses,  which may
put further downward pressure on demand for containers.

As a result of the lower  demand,  the trade  imbalance  between  Asia and North
America and Asia and Europe has eased slightly.  Combined with the excess vessel
capacity,  these  factors  have made it easier,  although not  necessarily  less
expensive,  to reposition  containers.  During the year ended December 31, 2001,
the  Partnership  was  able to  reposition  newer  containers  from  low  demand
locations in North America and Europe to historically higher demand locations in
Asia. As a consequence,  the build-up of containers in North America and Europe,
which persisted over the past several years, has eased slightly.  For the number
of off-lease  containers  located in the lower  demand  locations of America and
Europe, see chart above.

Nevertheless,  the Partnership  continues to sell (rather than  reposition) some
containers located in low demand locations,  but primarily only those containers
that were  damaged.  The  decision  to sell  containers  is based on the current
expectation  that the economic  benefit of selling  these  containers is greater
than the  estimated  economic  benefit of  continuing  to own these  containers.

Current market  conditions  continue to cause a decline in the economic value of
used containers.  The average sales price for containers sold by the Partnership
as well as other  Partnerships  managed by the General  Partners has  decreased.
Additionally,  other Partnerships  managed by the General Partners have recorded
write-downs  and losses on certain older  containers.  Many of these  containers
have been  located in 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.  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 of some or all of its
container rental equipment.

Despite  the  decline in demand for leased  containers  discussed  above and the
decline in new container  purchase prices,  rental rates were comparable  during
these periods. Until such time as the worldwide economies improve,  particularly
those of the United States and Europe,  and cargo volumes  increase to the point
where this year's 12% increase in worldwide  vessel capacity is absorbed,  there
may be no significant improvements in utilization or rental rates.

Therefore,  the General  Partners do not  foresee  material  changes in existing
market  conditions  for the near term.  Should  there be a worldwide  recession,
demand for leased  containers  could decline  further and result in a decline in
lease rates and further  declines in  utilization  and  container  sale  prices,
adversely affecting the Partnership's operating results.

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, 2001, other rental
income was $520,  an increase of $124 from the  equivalent  period in 2000.  The
increase  was  primarily  due to increases in location and DPP income of $90 and
$41, respectively. Location income increased primarily due to (i) the decline in
credits granted to lessees for picking up containers  from surplus  locations as
there were fewer lease-out  opportunities for which credits could be offered and
(ii) an increase in charges to lessees for  dropping off  containers  in certain
locations.  DPP income increased primarily due to an increase in the average DPP
price  charged per  container,  offset by a decline in the number of  containers
covered under 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.

Direct container  expenses  increased $384, or 36%, from the year ended December
31, 2000 to the same  period in 2001.  The  increase  was  primarily  due to the
increase  in  storage  expense of $360.  Storage  expense  increased  due to the
decrease in utilization noted above.

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.

Bad debt (benefit)  expense was ($8), ($14) and $61 for the years ended December
31,  2001,  2000  and  1999,   respectively.   The   fluctuations  in  bad  debt
benefit/expense  reflect the required adjustment to the bad debt reserve and are
based  on  management's  then  current  estimates  of the  portion  of  accounts
receivable  that  may  not be  collected,  and  which  will  not be  covered  by
insurance.   These  estimates  are  based  primarily  on  management's   current
assessment of the  financial  condition of the  Partnership's  lessees and their
ability to make their required payments.  The benefits recorded during the years
ended  December 31, 2001 and 2000 reflect  lower reserve  requirements  from the
previous year and the expense  recorded  during the year ended December 31, 1999
reflects a greater reserve requirement from the previous year.

Depreciation  expense increased $48, or 2%, and $31, or 2%, from the years ended
December 31, 2000 to 2001,  and December 31, 1999 to 2000,  respectively.  These
increases  were  primarily due to the increase in the average fleet size between
the periods.

New  container  prices  steadily  declined  from  1995  through  1999.  Although
container  prices  increased in 2000,  these prices declined again in 2001. As a
result,  the cost of new containers  purchased in recent years is  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  were not required  during the years ended  December 31, 2001,
2000 and 1999.

The Partnership will continue to evaluate the recoverability of recorded amounts
of container rental equipment and cautions that a write-down of container rental
equipment and/or an increase in its depreciation  rate may be required in future
periods for some or all of its container rental equipment.

Management fees to affiliates decreased $58 or 12%, from the year ended December
31, 2000 to the  comparable  period in 2001,  primarily due to decreases in both
equipment and incentive management fees. Equipment management fees decreased $55
due to the decline in rental income,  upon which  equipment  management fees are
primarily  based.  These fees were  approximately  7% of rental  income for both
periods. Incentive management fees, which are based on the Partnership's limited
and general partner  distributions  made from cash from operations and partners'
capital  decreased  $4 due to the decrease in the limited  partner  distribution
percentage from 7% to 5% of initial  partners'  capital in July 2001,  offset by
the increase in the limited  partners  distribution  percentage from 6% to 7% of
initial partners' capital in October 2000.

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,  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 initial  partners'  capital in March 1999 was offset
by the effect of the increase of the  distribution  percentage  from 6% to 7% in
October 2000.

General  and  administrative  costs  decreased  $37 or 13%,  from the year ended
December 31, 2000 to the  comparable  period in 2001. The decrease was primarily
due to a  decrease  in  the  allocation  of  overhead  costs  from  TEM,  as the
Partnership  represented  a smaller  portion of the total fleet  managed by TEM.
General and administrative costs were comparable during the years ended December
31, 1999 to 2000.

The  Partnership  Agreement  provides  for the  ongoing  payment to the  General
Partners of the management fees and the reimbursement of the expenses  discussed
above.  Since these fees and expenses are  established  by the  Agreement,  they
cannot be considered the result of arms' length negotiations with third parties.
The Partnership Agreement was formulated at the Partnership's  inception and was
part of the terms  upon which the  Partnership  solicited  investments  from its
limited partners. The business purpose of paying the General Partners these fees
is to  compensate  the  General  Partners  for the  services  they render to the
Partnership.  Reimbursement  for  expenses  is made to offset  some of the costs
incurred by the General  Partners in managing the  Partnership and its container
fleet.  More details about these fees and expenses are included in footnote 2 to
the Financial Statements.

The  fluctuation in gain on sale of containers  from the year ended December 31,
2000 to 2001 and  December  31,  1999 to 2000  were due to  fluctuations  in the
number  of  damaged  containers  sold  and the  sales  price  received  on these
containers.  The average  sales price was lower for the year ended  December 31,
2001 than for the comparable earlier period.

Net earnings per limited partnership unit decreased from $0.83 to $0.21 from the
year  ended  December  31,  2000  to the  same  period  in  2001,  respectively,
reflecting  the decrease in net  earnings  allocated  to limited  partners  from
$1,531  to  $392,  respectively.  Net  earnings  per  limited  partnership  unit
increased  from $0.34 to $0.83 from the year ended  December  31,  1999 to 2000,
respectively,  reflecting  the  increase in net  earnings  allocated  to limited
partners from $623 to $1,531,  respectively.  The allocation of net earnings for
the years ended December 31, 2001,  2000 and 1999 included a special  allocation
of gross income to the General Partners of $189, $81, and $180, respectively, in
accordance with the Partnership Agreement.

Critical Accounting Policies and Estimates

The Partnership's discussion and analysis of its financial condition and results
of operations are based upon the Partnership's financial statements,  which have
been prepared in accordance with accounting principles generally accepted in the
United States of America.  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. The Partnership's management evaluates its estimates on an
on-going  basis,  including  those  related to the container  rental  equipment,
accounts receivable and accruals.

These  estimates  are  based  on  historical  experience  and on  various  other
assumptions  that are believed to be  reasonable  under the  circumstances,  the
results of which  form the basis for making  judgments  regarding  the  carrying
values of assets  and  liabilities.  Actual  results  could  differ  from  those
estimates under different assumptions or conditions.

The Partnership's management believes the following critical accounting policies
affect its more  significant  judgments and estimates used in the preparation of
its financial statements.

The Partnership  maintains allowances for doubtful accounts for estimated losses
resulting  from the  inability of its lessees to make required  payments.  These
allowances  are  based  on  management's  current  assessment  of the  financial
condition of the Partnership's  lessees and their ability to make their required
payments.  If the  financial  condition  of the  Partnership's  lessees  were to
deteriorate,  resulting  in an  impairment  of their  ability to make  payments,
additional  allowances  may  be  required,  which  would  adversely  affect  the
Partnership's operating results.

The  Partnership  depreciates  its container  rental  equipment based on certain
estimates  related to the  container's  useful  life and  salvage  value.  These
estimates are based upon assumptions  about future demand for leased  containers
and the  estimated  sales price at the end of the  container's  useful life.  If
these  estimates  were  subsequently  revised based on permanent  changes in the
container leasing market, the Partnership would revise its depreciation  policy,
which could adversely affect the Partnership's operating results.

Additionally,  the  recoverability  of the  recorded  amounts of  containers  is
evaluated to ensure that the recorded  amount does not exceed the estimated fair
value of the  containers.  If it is determined  that the recorded amount exceeds
the  estimated  fair  value,  the  Partnership  writes  down the  value of those
containers.  In  determining  the  estimated  fair value,  assumptions  are made
regarding future demand and market  conditions for leased  containers as well as
for used containers and the sales prices for used  containers.  If actual market
conditions are less favorable than those projected or if actual sales prices are
lower than those  estimated by the  Partnership,  additional  write-downs may be
required.  Any additional  write-downs  would adversely affect the Partnership's
operating results.

Accounting Pronouncement

In August 2001, the Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards ("SFAS") No. 144, "Accounting for Impairment or
Disposal  of  Long-Lived  Assets".   SFAS  No.  144  supercedes  SFAS  No.  121,
"Accounting  for the  Impairment  of  Long-Lived  Assets to be Disposed of", and
elements of Accounting  Principles  Board Opinion 30,  "Reporting the Results of
Operations  - Reporting  the Effects on Disposal of a Segment of a Business  and
Extraordinary, Unusual or Infrequently Occurring Events and Transactions."

SFAS No. 144 establishes a  single-accounting  model for long-lived assets to be
disposed of while  maintaining  many of the  provisions  relating to  impairment
testing and  valuation.  The Statement  will be effective on January 1, 2002 and
the  Partnership  is currently  assessing  the impact  adoption will have on the
financial condition and operating results of the Partnership.


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.

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. See "Critical
Accounting  Policies and Estimates"  above for information on the  Partnership's
critical  accounting policies and how changes in those estimates could adversely
affect the Partnership's results of operations.

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 14 to 25.


<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, 2001 and
2000 and the related  statements of earnings,  partners'  capital and cash flows
for each of the years in the three-year  period ended  December 31, 2001.  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 audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  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, 2001 and 2000 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,  2001  in  conformity  with  accounting  principles
generally accepted in the United States of America.



                                  /s/ KPMG LLP


San Francisco, California
February 11, 2002


<PAGE>
<TABLE>
<CAPTION>
TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
(a California Limited Partnership)

Balance Sheets

December 31, 2001 and 2000
(Amounts in thousands)
-----------------------------------------------------------------------------------------------------------

                                                                         2001                    2000
                                                                    ---------------         ---------------
<S>                                                                      <C>                     <C>
 Assets
 Container rental equipment, net of accumulated
      depreciation of $11,689 (2000:  $9,707)                       $       23,334          $       24,411
 Cash                                                                          466                     889
 Accounts receivable, net of allowance
      for doubtful accounts of $51 (2000:  $71)                                990                   1,216
 Due from affiliates, net (note 2)                                              79                     229
 Prepaid expenses                                                                5                       4
                                                                    ---------------         ---------------

                                                                    $       24,874          $       26,749
                                                                    ===============         ===============

 Liabilities and Partners' Capital
 Liabilities:
      Accounts payable                                              $          204          $          148
      Accrued liabilities                                                      306                     259
      Accrued damage protection plan costs (note 1(j))                          52                      98
      Accrued recovery costs (note 1(i))                                       100                      88
      Deferred quarterly distributions (note 1(g))                              22                      32
      Container purchases payable                                                -                      46
                                                                    ---------------         ---------------

          Total liabilities                                                    684                     671
                                                                    ---------------         ---------------

 Partners' capital:
      General partners                                                           -                       -
      Limited partners                                                      24,190                  26,078
                                                                    ---------------         ---------------

          Total partners' capital                                           24,190                  26,078
                                                                    ---------------         ---------------

                                                                    $       24,874          $       26,749
                                                                    ===============         ===============

 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, 2001, 2000, and 1999
(Amounts in thousands except for unit and per unit amounts)
---------------------------------------------------------------------------------------------------------------------------

                                                                         2001                2000                1999
                                                                   ----------------    ----------------    ----------------
<S>                                                                        <C>                  <C>             <C>
Rental income                                                      $         4,893     $         5,697     $         5,413
                                                                   ----------------    ----------------    ----------------
Costs and expenses:
    Direct container expenses                                                1,459               1,075               1,620
    Bad debt (benefit) expense                                                  (8)                (14)                 61
    Depreciation (note 1(e))                                                 2,066               2,018               1,987
    Professional fees                                                           34                  69                  90
    Management fees to affiliates (note 2)                                     445                 503                 487
    General and administrative costs to affiliates (note 2)                    248                 285                 281
    Other general and administrative costs                                      58                  49                  50
    Gain on sale of containers                                                 (15)                 (2)                (26)
                                                                   ----------------    ----------------    ----------------

                                                                             4,287               3,983               4,550
                                                                   ----------------    ----------------    ----------------

    Income from operations                                                     606               1,714                 863
                                                                   ----------------    ----------------    ----------------

Other income:
    Interest income                                                             36                  67                  24
                                                                   ----------------    ----------------    ----------------

                                                                                36                  67                  24
                                                                   ----------------    ----------------    ----------------

    Net earnings                                                   $           642     $         1,781     $           887
                                                                   ================    ================    ================

Allocation of net earnings (note 1(g))
    General partners                                               $           250     $           250     $           264
    Limited partners                                                           392               1,531                 623
                                                                   ----------------    ----------------    ----------------

                                                                   $           642     $         1,781     $           887
                                                                   ================    ================    ================

Limited partners' per unit share of
    net earnings                                                   $          0.21     $          0.83     $          0.34
                                                                   ================    ================    ================

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

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, 2001, 2000, and 1999
(Amounts in thousands)
--------------------------------------------------------------------------------------------------------------------------


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

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

Net earnings                                                               250                   392                  642
                                                                 --------------        --------------        -------------

Balances at December 31, 2001                                    $           -         $      24,190         $     24,190
                                                                 ==============        ==============        =============

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, 2001, 2000, and 1999
(Amounts in thousands)
----------------------------------------------------------------------------------------------------------------------------

                                                                                   2001            2000            1999
                                                                              --------------  --------------   -------------
<S>                                                                                  <C>          <C>              <C>
Cash flows from operating activities:
   Net earnings                                                               $         642   $       1,781    $        887
   Adjustments to reconcile net earnings to
       net cash provided by operating activities:
         Depreciation                                                                 2,066           2,018           1,987
         (Decrease) increase in allowance for doubtful accounts                         (20)            (51)             52
         Gain on sale of containers                                                     (15)             (2)            (26)
         Decrease (increase) in assets:
             Accounts receivable                                                        256             127             (35)
             Due from affiliates, net                                                   139              79             (71)
             Prepaid expenses                                                            (1)              1               3
         Increase (decrease) in liabilities:
             Accounts payable and accrued liabilities                                   103              61              53
             Accrued recovery costs                                                      12              10              18
             Accrued damage protection plan costs                                       (46)            (61)             35
                                                                              --------------  --------------   -------------

             Net cash provided by operating activities                                3,136           3,963           2,903
                                                                              --------------  --------------   -------------

Cash flows from investing activities:
   Proceeds from sale of containers                                                     216             225             237
   Container purchases                                                               (1,229)         (1,503)              -
                                                                              --------------  --------------   -------------

             Net cash (used in) provided by investing activities                     (1,013)         (1,278)            237
                                                                              --------------  --------------   -------------

Cash flows from financing activities:
   Distributions to partners                                                         (2,546)         (2,525)         (2,685)
                                                                              --------------  --------------   -------------

              Net cash used in financing activities                                  (2,546)         (2,525)         (2,685)
                                                                              --------------  --------------   -------------

Net (decrease) increase in cash                                                        (423)            160             455

Cash at beginning of period                                                             889             729             274
                                                                              --------------  --------------   -------------

Cash at end of period                                                         $         466   $         889    $        729
                                                                              ==============  ==============   =============


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, 2001, 2000 and 1999
(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,  2001,  2000,  1999 and 1998,
resulting in  differences  in amounts  recorded and amounts of cash disbursed or
received by the Partnership, as shown in the Statements of Cash Flows.

                                                                      2001        2000       1999      1998
                                                                      ----        ----       ----      ----
<S>                                                                    <C>         <C>        <C>       <C>
Container purchases included in:
     Container purchases payable..............................         $ -         $46        $ -       $ -

Distributions to partners included in:
     Due to affiliates........................................          17          23         20        26
     Deferred quarterly distributions.........................          22          32         30        42

Proceeds from sale of containers included in:
     Due from affiliates......................................          37          54         21        41

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, 2001, 2000, and 1999.

                                                                                  2001       2000      1999
                                                                                  ----       ----      ----

Container purchases recorded...........................................         $1,183     $1,549    $    -
Container purchases paid...............................................          1,229      1,503         -

Distributions to partners declared.....................................          2,530      2,530     2,667
Distributions to partners paid.........................................          2,546      2,525     2,685

Proceeds from sale of containers recorded..............................            199        258       217
Proceeds from sale of containers received..............................            216        225       237

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, 2001, 2000 and 1999 were $10, $38 and $83, respectively.


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, 2001, 2000 and 1999
(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,  and are commonly  owned by Textainer
     Group  Holdings  Limited  (TGH).  The  General  Partners  also  act in this
     capacity for other limited  partnerships.  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".

     (c) Critical Accounting Policies and 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. The Partnership's  management  evaluates its estimates on
     an  on-going  basis,  including  those  related  to  the  container  rental
     equipment, accounts receivable and accruals.

     These  estimates  are based on historical  experience  and on various other
     assumptions that are believed to be reasonable under the circumstances, the
     results of which form the basis for making judgments regarding the carrying
     values of assets and  liabilities.  Actual  results could differ from those
     estimates under different assumptions or conditions.

     The Partnership's  management  believes the following  critical  accounting
     policies  affect its more  significant  judgments and estimates used in the
     preparation of its financial statements.

     The Partnership  maintains  allowances for doubtful  accounts for estimated
     losses  resulting  from  the  inability  of its  lessees  to make  required
     payments.  These allowances are based on management's current assessment of
     the financial  condition of the Partnership's  lessees and their ability to
     make  their  required   payments.   If  the  financial   condition  of  the
     Partnership's  lessees were to  deteriorate,  resulting in an impairment of
     their ability to make payments, additional allowances may be required.

     The Partnership depreciates its container rental equipment based on certain
     estimates related to the container's  useful life and salvage value.  These
     estimates  are based  upon  assumptions  about  future  demand  for  leased
     containers  and the  estimated  sales  price at the end of the  container's
     useful  life.  If  these  estimates  were  subsequently  revised  based  on
     permanent  changes in the container  leasing market,  the Partnership would
     revise its depreciation policy.

     Additionally,  the  recoverability of the recorded amounts of containers is
     evaluated to ensure that the recorded  amount does not exceed the estimated
     fair value of the containers.  If it is determined that the recorded amount
     exceeds the estimated fair value, the Partnership  writes down the value of
     those containers.  In determining the estimated fair value, assumptions are
     made regarding future demand and market conditions for leased containers as
     well as for used  containers and the sales prices for used  containers.  If
     actual market  conditions  are less  favorable  than those  projected or if
     actual  sales  prices are lower than those  estimated  by the  Partnership,
     additional write-downs may be required.

     (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,  2001  and  2000,  the fair  value  of the  Partnership's
     financial  instruments (cash,  accounts receivable and current liabilities)
     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 accumulated  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, these prices declined again in 2001. As
     a  result,  the  cost  of new  containers  purchased  in  recent  years  is
     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  were not required
     during the years ended December 31, 2001, 2000 and 1999.

     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.

     In August 2001, the Financial  Accounting  Standards Board issued Statement
     of  Financial  Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for
     Impairment or Disposal of Long-Lived Assets".  SFAS No. 144 supercedes SFAS
     No. 121, "Accounting for the Impairment of Long-Lived Assets to be Disposed
     of", and elements of Accounting Principles Board Opinion 30, "Reporting the
     Results of Operations - Reporting the Effects on Disposal of a Segment of a
     Business and  Extraordinary,  Unusual or Infrequently  Occurring Events and
     Transactions."

     SFAS No. 144 establishes a single-accounting model for long-lived assets to
     be  disposed  of  while  maintaining  many of the  provisions  relating  to
     impairment  testing and  valuation.  The  Statement  will be  effective  on
     January  1, 2002 and the  Partnership  is  currently  assessing  the impact
     adoption will have on the financial  condition and operating results of the
     Partnership.

     (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.

     During the year ended December 31, 2001, no single lessee  generated  lease
     revenue which was 10% or more of the total revenue of the Partnership.  For
     the years  ended  December  31,  2000 and  1999,  revenue  from one  lessee
     accounted for more than 10% of the Partnership's revenues, with revenues of
     10% and 12%,  respectively.  No other single lessee accounted for more than
     10% of the Partnership's revenues during the years ended 2000 and 1999.

     (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 to be made to the General Partners, beginning in 1998, the year
     following the close of the offering period.

     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 $22 and $32, at
     December 31, 2001 and 2000, 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, 2001 and 2000, the amounts
     accrued were $100 and $88, 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, 2001 and
     2000 was $52 and $98, 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, 2001,  2000 and 1999,  which was 1,848,397 for
     all years.

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  $103,  $107 and $108 of incentive
     management  fees during each of the three years ended  December  31,  2001,
     2000 and 1999,  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, 2001 and 2000.

     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, 2001,  2000 and 1999,  these fees
     totaled $342, $396 and $379, respectively.

     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:

                                                  2001         2000         1999
                                                  ----         ----         ----

               Salaries                         $  148       $  147       $  156
               Other                               100          138          125
                                                   ---          ---          ---
                 Total general and
                    administrative costs        $  248       $  285       $  281
                                                   ===          ===          ===

     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:

                                                  2001         2000         1999
                                                  ----         ----         ----

               TEM                              $  217       $  248       $  251
               TCC                                  31           37           30
                                                   ---          ---          ---
                 Total general and
                    administrative costs        $  248       $  285       $  281
                                                   ===          ===          ===

     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. One or more General Partners
     may also arrange for the purchase of containers in its or their names,  and
     the  Partnership may then take title to the containers by paying the seller
     directly.

     At  December  31,  2001 and 2000,  amounts  due from  affiliates,  net,  is
     comprised of:

                                                        2001                2000
                                                        ----                ----
               Due from affiliates:
                  Due from TEM.....................    $ 106               $ 260
                                                         ---                 ---

               Due to affiliates:
                  Due to TL........................       17                  23
                  Due to TCC.......................       10                   8
                                                         ---                 ---
                                                          27                  31
                                                         ---                 ---

               Due from affiliates, net                $  79               $ 229
                                                         ===                 ===

     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 remittance of expenses,
     fees and distributions described above and in the accrual and remittance of
     net rental revenues and container sales proceeds from TEM.

  Note 3.  Lease Rental Income (unaudited)

     Leasing income arises principally from the renting of containers to various
     international  shipping lines. Revenue is recorded when earned according to
     the terms of the container rental contracts.  These contracts are typically
     for  terms of five  years or less.  The  following  is the lease mix of the
     on-lease containers (in units) at December 31, 2001 and 2000:


                                                       2001                 2000
                                                       ----                 ----

              On-lease under master leases            4,040                5,675
              On-lease under long-term leases         3,062                3,548
                                                      -----                -----

              Total on-lease containers               7,102                9,223
                                                      =====                =====


     Under  master  lease  agreements,  the lessee is not  committed  to lease a
     minimum number of containers from the Partnership during the lease term and
     may generally  return any portion or all the containers to the  Partnership
     at any time, subject to certain restrictions in the lease agreement.  Under
     long-term  lease  agreements,   containers  are  usually  leased  from  the
     Partnership  for periods of between  three to five  years.  Such leases are
     generally cancelable with a penalty at the end of each twelve-month period.
     Under direct  finance  leases,  the  containers are usually leased from the
     Partnership  for  the  remainder  of the  container's  useful  life  with a
     purchase option at the end of the lease term.

     The remaining  containers are off-lease and are being stored primarily at a
     large number of storage depots in the following locations:

              America                                993
              Europe                                 894
              Asia                                 2,644
                                                   -----

              Total off-lease containers           4,531
                                                   =====

  Note 4.  Income Taxes

     During  the years  ended  December  31,  2001,  2000 and 1999,  there  were
     temporary  differences  of  $19,350,  $17,336  and  $13,842,  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, 2001, 2000 and 1999, is as follows:

<TABLE>
<CAPTION>




                                                                            2001            2000           1999
                                                                            ----            ----           ----
<S>                                                                          <C>             <C>           <C>
      Net income per financial statements..........................     $    642        $  1,781       $    887
      (Decrease) increase in provision for bad debt................          (21)            (51)            52
      Depreciation for federal income tax purposes in excess
         Of depreciation for financial statement purposes..........       (2,104)         (3,571)        (3,536)
      Gain on sale of fixed assets for federal income tax
         purposes in excess of gain recognized for
         financial statement purposes..............................          158             189            127
      (Decrease) increase in damage protection plan reserve........          (47)            (61)            35
                                                                          ------         -------        -------

      Net loss for federal income tax purposes.....................     $ (1,372)       $ (1,713)      $ (2,435)
                                                                          ======         =======        =======

</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, 2001, 2000 and 1999:

                                                                           (Amounts in thousands)
                                                                            2001 Quarters Ended
                                                     -----------------------------------------------------------------
                                                         Mar. 31          June 30          Sept. 30           Dec. 31
                                                     -----------------------------------------------------------------
<S>                                                         <C>              <C>           <C>                 <C>
Rental income                                             $1,329           $1,223            $1,227            $1,114

Income from operations                                    $  234           $  131            $  133            $  108

Net earnings                                              $  248           $  142            $  140            $  112

Limited partners' share of net earnings                   $  177           $   71            $   82            $   62

Limited partners' share of distributions                  $  647           $  647            $  523            $  463


                                                                            2000 Quarters Ended
                                                     -----------------------------------------------------------------
                                                         Mar. 31          June 30          Sept. 30           Dec. 31
                                                     -----------------------------------------------------------------

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

</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  subsidiaries of Textainer Group Holdings Limited (TGH).
The General Partners act in this capacity for other limited partnerships.

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, 2001,  all Section 16(a) filing  requirements  were complied
with. No member of management or beneficial  owner owned more than 10 percent of
any  interest in the  Partnership.  None of the  individuals  subject to Section
16(a) failed to file or filed late any reports of transactions in the Units.


<PAGE>
<TABLE>
<CAPTION>

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

Name                             Age     Position
----                             ---     --------
<S>                             <C>      <C>
Neil I. Jowell                   68      Director and Chairman of TGH, TEM, TL, TCC and TFS
John A. Maccarone                57      President, CEO and Director of TGH, TEM, TL, TCC and TFS
James E. Hoelter                 62      Director of TGH, TEM, TL, TCC and TFS
Alex M. Brown                    63      Director of TGH, TEM, TL, TCC and TFS
Harold J. Samson                 80      Director of TGH and TL
Philip K. Brewer                 45      Senior Vice President - Asset Management Group and Director of TEM and TL
Robert D. Pedersen               42      Senior Vice President - Leasing Group, Director of TEM
Ernest J. Furtado                46      Senior Vice  President , CFO and  Secretary  of TGH,  TEM,  TL, TCC and TFS,
                                         Director of TEM, TCC and TFS
Gregory W. Coan                  38      Vice President and Chief Information Officer of TEM
Wolfgang Geyer                   48      Regional Vice President - Europe
Mak Wing Sing                    44      Regional Vice President - South Asia
Masanori Sagara                  46      Regional Vice President - North Asia
Stefan Mackula                   49      Vice President -  Equipment Resale
Anthony C. Sowry                 49      Vice President - Corporate Operations and Acquisitions
Richard G. Murphy                49      Vice President - Risk Management
Janet S. Ruggero                 53      Vice President - Administration and Marketing Services
Jens W. Palludan                 51      Regional Vice President - Americas and Logistics
Isam K. Kabbani                  67      Director of TGH and TL
James A. C. Owens                62      Director of TGH and TL
S. Arthur Morris                 68      Director of TGH, TEM and TL
Dudley R. Cottingham             50      Assistant Secretary, Vice President and Director of TGH, TEM and TL
Nadine Forsman                   34      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). 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 Textainer Group's  reorganization  and 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.

     Gregory W. Coan is Vice President and Chief Information  Officer of TEM. In
this capacity,  Mr. Coan is responsible for the worldwide information systems of
Textainer and serves on the Credit Committee (see "Committees", below). Prior to
these  positions,  Mr.  Coan was the  Director  of  Communications  and  Network
Services from 1995 to 1999, where he was responsible for Textainer's network and
hardware  infrastructure.  Mr. Coan holds a Bachelor of Arts degree in political
science from the  University  of  California  at Berkeley and an M.B.A.  with an
emphasis in telecommunications 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 Textainer Group's  reorganization  and 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, Robert D. Pedersen and Gregory W. Coan.

     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.

<PAGE>

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, 2002, no Units were   owned by any  executive  officers
        or directors of the General Partners.


(c)     Changes in Control.

        Inapplicable.


ITEM 201 (d) Securities under Equity Compensation Plans.

        Inapplicable.


ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a)      Transactions with Management and Others.

                                               (Amounts in thousands)

        At December 31, 2001  and  2000,  amounts due from  affiliates,  net, is
        comprised of:

                                                        2001                2000
                                                        ----                ----

               Due from affiliates:
                  Due from TEM....................     $ 106               $ 260
                                                         ---                 ---

               Due to affiliates:
                  Due to TL.......................        17                  23
                  Due to TCC......................        10                   8
                                                         ---                 ---
                                                          27                  31
                                                         ---                 ---

               Due from affiliates, net                $  79               $ 229
                                                         ===                 ===

        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
        remittance of expenses, fees and  distributions   and in the accrual and
        remittance of net rental  revenues and   container  sales  proceeds from
        TEM.

        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:

                                               2001           2000          1999
                                               ----           ----          ----

                     TEM.............        $  445         $  503        $  487
                                                ===            ===           ===

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


                                               2001           2000          1999
                                               ----           ----          ----

                     TEM.............        $  217         $  248        $  251
                     TCC.............            31             37            30
                                                ---            ---           ---
                     Total...........        $  248         $  285        $  281
                                                ===            ===           ===

        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. One
        or  more  General  Partners  may    also  arrange  for the  purchase  of
        containers in its or their names,  and the    Partnership  may then take
        title to the containers by paying the seller directly.


(b)     Certain Business Relationships.

        Inapplicable.

(c)     Indebtedness of Management

        Inapplicable.

(d)     Transactions with Promoters

        Inapplicable.

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

                                     PART IV

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

(a)      1.       Audited  financial  statements of the  Registrant for the year
                  ended   December  31, 2001   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 2001,  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  11,  2002,  we  reported  on the  balance  sheets of
Textainer  Equipment  Income Fund VI, L.P. (the  Partnership) as of December 31,
2001 and 2000,  and the related  statements of earnings,  partners'  capital and
cash flows for each of the years in the  three-year  period  ended  December 31,
2001,  which are included in the 2001 annual  report on Form 10-K. In connection
with our audit 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.



                                  /s/ KPMG LLP


San Francisco, California
February 11, 2002


<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, 2001:

   Allowance for doubtful accounts                     $    71               $    (8)             $  (12)            $   51
                                                       -------               -------              ------             ------

   Recovery cost reserve                               $    88               $    41              $  (29)            $  100
                                                       -------               -------              ------             ------

   Damage protection plan reserve                      $    98               $    92              $ (138)            $   52
                                                       -------               -------              ------             ------


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
                                                       -------               -------              ------             ------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                   SIGNATURES


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

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

                                   By Textainer Capital Corporation
                                   The Managing General Partner

                                   By___________________________
                                     Ernest J. Furtado
                                     Senior Vice President

Date:  March 28, 2002

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>                                                <C>                                           <C>


_____________________________________               Senior Vice President, CFO                   March 28, 2002
Ernest J. Furtado                                   (Principal Financial and
                                                    Accounting Officer),
                                                    Secretary and Director


_____________________________________               President (Principal Executive               March 28, 2002
John A. Maccarone                                   Officer), and Director





_____________________________________               Chairman of the Board and Director           March 28, 2002
Neil I. Jowell
</TABLE>
<PAGE>


<TABLE>
<CAPTION>


                                   SIGNATURES


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

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

                                   By Textainer Capital Corporation
                                   The Managing General Partner

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

Date:  March 28, 2002

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>                                                <C>                                          <C>
/s/Ernest J. Furtado
___________________________________                Senior Vice President, CFO                   March 28, 2002
Ernest J. Furtado                                  (Principal Financial and
                                                   Accounting Officer),
                                                   Secretary and Director

/s/John A. Maccarone
___________________________________                President (Principal Executive               March 28, 2002
John A. Maccarone                                  Officer), and Director


/s/Neil I. Jowell                                  Chairman of the Board and Director           March 28, 2002
___________________________________
Neil I. Jowell

</TABLE>