UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------
                                    FORM 10-K



     [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934
         For the fiscal year ended December 31, 1996.

     [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934
         For the transition period from              to

                         Commission file number 33-40093
                             -----------------------



                          PLM EQUIPMENT GROWTH FUND VI
             (Exact name of registrant as specified in its charter)


       California                                            94-3135515
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                          Identification No.)

One Market, Steuart Street Tower
 Suite 800, San Francisco, CA                                94105-1301
  (Address of principal                                      (Zip code)
   executive offices)


        Registrant's telephone number, including area code (415) 974-1399
                             -----------------------



     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. Yes X No ______

Aggregate Market Value of Voting Stock:  N/A

An index of exhibits filed with this Form 10-K is located at page 44.

Total number of pages in this report:  47.


<PAGE>



                                     PART I
ITEM 1.  BUSINESS

(A)  Background

In April 1991,  PLM Financial  Services,  Inc. (FSI or the General  Partner),  a
wholly-owned subsidiary of PLM International, Inc. (PLM International),  filed a
Registration  Statement on Form S-1 with the Securities and Exchange  Commission
with respect to a proposed offering of 8,750,000 Depositary Units (the Units) in
PLM Equipment Growth Fund VI, a California limited partnership (the Partnership,
the  Registrant  or EGF VI).  The  Partnership's  offering  became  effective on
December  23,  1991.  FSI,  as  General  Partner,  owns  a 5%  interest  in  the
Partnership.  The  Partnership  engages in the  business  of owning and  leasing
transportation  equipment  to  various  commodity  shippers  and  transportation
companies.

     The Partnership's primary objectives are:

     (i)  Investment  in equipment:  to acquire a  diversified  portfolio of low
obsolescence  equipment with long lives and high residual values, at prices that
the  General  Partner  believes  to be below  inherent  values  and to place the
equipment on lease or under other  contractual  arrangements  with  creditworthy
lessees and operators of equipment;

     (ii)Cash distributions:  to generate cash distributions (a portion of which
may represent a return of an investor's  investment)  to investors  beginning in
the calendar  quarter  following the month in which the minimum  number of Units
were sold;

     (iii)  Safety:  to  preserve  and  protect  the value of the  Partnership's
equipment  portfolio  through  investment in a diverse range of low obsolescence
equipment in many different  equipment sectors,  leasing such equipment pursuant
to leases having  various  maturity  dates to a diverse group of lessees,  while
carefully monitoring the equipment markets; and

     (iv)Growth: to invest a substantial portion of the Partnership's capital in
equipment which the General Partner  believes will retain its value, to reinvest
a portion of sales proceeds and rental revenues in additional  equipment  during
the first six years of the  Partnerships  operation and sell  equipment when the
General  Partner  believes  that,  due to market  conditions,  prices  are above
inherent equipment values.

     The  offering of Units of the  Partnership  closed on May 24,  1993.  As of
December 31, 1996, there were 8,286,966 Units  outstanding.  The General Partner
contributed $100 for its 5% general partner interest in the Partnership.

     In the ninth year of operations of the Partnership, which commences January
1, 2002, the General Partner intends to begin the dissolution and liquidation of
the  Partnership  in an orderly  fashion,  unless the  Partnership is terminated
earlier upon sale of all of the equipment or by certain  other events.  However,
under certain circumstances,  the term of the Partnership may be extended. In no
event will the Partnership extend beyond December 31, 2011.












                     (This space intentionally left blank.)


<PAGE>


     Table 1,  below,  lists  the  equipment  and the cost of  equipment  in the
Partnership's portfolio as of December 31, 1996 (in thousands of dollars):
<TABLE>
<CAPTION>

                                                      TABLE 1

 Units                         Type                                  Manufacturer                      Cost
-------------------------------------------------------------------------------------------------------------------

Owned equipment held for operating leases:

  <S>       <C>                                            <C>                                      <C>           
      2     Bulk carrier marine vessels                    Hitachi Zosen Corp.                      $     25,228  
      2     Container cargo carrier vessels                O. C. Staalskibsvaerft A/F                     16,035
      2     Portfolios of aircraft rotable spare
              components                                   Various                                         6,340
      2     737-200 commercial aircraft                    Boeing                                         11,919
    320     Over-the-road refrigerated trailers            Various                                         8,285
    494     Over-the-road dry trailers                     Various                                         4,350
    348     Dry piggyback trailers                         Stoughton                                       5,350
    141     Covered hopper railcars                        Various                                         3,130
     27     Non-pressurized tank railcars                  Various                                           550
    423     Pressurized tank railcars                      Various                                        11,963
    598     Refrigerated marine containers                 Various                                         9,026
  2,552     Various marine containers                      Various                                         7,375
                                                                                                  ---------------

            Total Equipment held for operating leases                                               $    109,551<F1>   
                                                                                                 ================

Investment in equipment owned by unconsolidated special purpose entities:

   0.64     Trust comprised of a 767-200ER                 Boeing
              stage III commercial aircraft                                                         $     27,329<F2>   
   0.17     Trust comprised of six 737-200
              stage II commercial aircraft                 Boeing                                          4,493<F3>
   0.50     Trust comprised of four 737-200
              stage II commercial aircraft                 Boeing                                         11,724<F4>
   0.50     Container feeder vessel                        O. C. Staalskibsvaerft A/F                      4,004<F5>
   0.20     Handymax bulk carrier marine vessel            Tsuneishi Shipbuilding Co., Ltd.                3,553<F6>
   0.30     Mobile offshore drilling unit                  AT & CH de France                               6,165<F7>
   0.40     Equipment on direct finance lease:
              Two DC-9 commercial aircraft                 McDonnell Douglas                               4,807<F8>
                                                                                                   --------------
                                                                                                  
            Total investments                                                                       $     62,075<F1> 
                                                                                                   ==============
<FN>

<F1> Includes proceeds from capital contributions,  undistributed cash flow from
     operations,  and  Partnership  borrowings  invested in equipment.  Includes
     costs  capitalized,  subsequent  to the  date  of  purchase  and  equipment
     acquisition fees paid to PLM Transportation  Equipment Corporation (TEC) or
     PLM Worldwide Management Services (WMS).

<F2> Jointly owned:  EGF VI and two affiliated partnerships.

<F3> Jointly owned:  EGF VI and three affiliated partnerships.

<F4> Jointly owned:  EGF VI and two affiliated partnerships.

<F5> Jointly owned:  EGF VI and two affiliated partnerships.

<F6> Jointly owned:  EGF VI and an affiliated partnership.

<F7> Jointly owned: EGF VI, two affiliated partnerships (45%), and TEC Acquisub,
     Inc. (25%), an affiliate of PLM International.

<F8> Jointly owned:  EGF VI and two affiliated partnerships.

</FN>

</TABLE>

The equipment is generally  leased under  operating  leases with terms of one to
six years. Some of the  Partnership's  marine containers are leased to operators
of utilization-type  leasing pools which include equipment owned by unaffiliated
parties.  In such instances  revenues  received by the Partnership  consist of a
specified  percentage of revenues  generated by leasing the pooled  equipment to
sub-lessees  after  deducting  certain direct  operating  expenses of the pooled
equipment.

     At  December  31,  1996,  approximately  70% of the  Partnership's  trailer
equipment operated in rental yards owned and maintained by PLM Rental, Inc., the
short-term  trailer rental subsidiary of PLM  International.  Revenues collected
under short-term rental agreements with the rental yards' customers are credited
to the owners of the related equipment as received.  Direct expenses  associated
with the equipment  are charged  directly to the  Partnership.  An allocation of
other  direct  expenses  of  the  rental  yard  operations  are  billed  to  the
Partnership monthly.

     The lessees of the equipment include,  but are not limited to: Transamerica
Leasing,  Burlington Northern Railroad Company,  Northern  Navigation  Services,
Inc.,  Malaysian Air Systems Berhad,  CSX  Transportation,  Inc.,  Union Pacific
Railroad Company, Westway Express Incorporated, and Pacific Carriers Ltd.

(B)  Management of Partnership Equipment

The  Partnership  has entered into an equipment  management  agreement  with PLM
Investment  Management,  Inc.  (IMI), a wholly-owned  subsidiary of FSI, for the
management of equipment.  IMI agreed to perform all services necessary to manage
the  transportation  equipment  on behalf of the  Partnership  and to perform or
contract  for  the  performance  of all  obligations  of the  lessor  under  the
Partnership's  leases.  In  consideration  for its  services and pursuant to the
Partnership  Agreement,  IMI will be entitled to a monthly  management  fee (see
Financial Statements notes 1 and 3).

(C)  Competition

(1)  Operating Leases vs. Full Payout Leases

Generally,  the equipment  owned or invested in by the Partnership is leased out
on an operating lease basis wherein rents owed during the initial  noncancelable
term of the  lease  are  insufficient  to  recover  the  purchase  price  of the
equipment. The short to mid-term nature of operating leases generally commands a
higher  rental rate than longer  term,  full  payout  leases and offers  lessees
relative  flexibility in their  equipment  commitment.  In addition,  the rental
obligation  under an  operating  lease need not be  capitalized  on the lessee's
balance sheet.

     The Partnership encounters considerable  competition from lessors utilizing
full payout leases on new equipment,  i.e., leases which have terms equal to the
expected  economic  life of the  equipment.  Full payout  leases are written for
longer terms and for lower monthly rates than the Partnership offers. While some
lessees prefer the flexibility  offered by a shorter term operating lease, other
lessees  prefer  the  rate  advantages   possible  with  a  full  payout  lease.
Competitors  of the  Partnership  may write full payout  leases at  considerably
lower  rates,  or larger  competitors  with a lower  cost of  capital  may offer
operating  leases at lower rates,  and as a result,  the Partnership may be at a
competitive disadvantage.

(2)  Manufacturers and Equipment Lessors

The Partnership also competes with equipment  manufacturers  who offer operating
leases and full payout  leases.  Manufacturers  may provide  ancillary  services
which the  Partnership  cannot offer,  such as specialized  maintenance  service
(including possible substitution of equipment), training, warranty services, and
trade-in privileges.

     The  Partnership  competes  with  many  equipment  lessors,  including  ACF
Industries, Inc. (Shippers Car Line Division), General Electric Railcar Services
Corporation,  Greenbrier  Leasing  Company,  General  Electric  Capital Aviation
Services Corporation,  and other limited partnerships which lease the same types
of equipment.

(D)  Demand

The  Partnership  invests in  transportation-related  capital  equipment  and in
"relocatable   environments."   "Relocatable   environments"  refer  to  capital
equipment  constructed  to be  self-contained  in  function  but  transportable,
examples of which include mobile  offshore  drilling units,  storage units,  and
relocatable buildings. A general distinction can be drawn between equipment used
for the  transport  of either  materials  and  commodities  or people.  With the
exception  of aircraft  leased to  passenger  air  carriers,  the  Partnership's
equipment is used primarily for the transport of materials.



The following describe the markets for the Partnership's equipment:

(1)  Commercial Aircraft

The market for commercial aircraft continued to improve in 1996 representing two
consecutive  years of growth  and  profits  in the  airline  industry.  The $5.7
billion in net profits  recorded by the world's top 100 airlines in 1995 grew to
over $6 billion in 1996.  The profits are a result of the  continued  management
emphasis  on costs.  The demand for ever lower unit costs by airline  management
has  caused a  significant  reduction  of  surplus  used  Stage II and Stage III
commercial aircraft. The result is a return to supply-demand equilibrium. On the
demand  side,  passenger  traffic is  improving,  cargo  movement is up and load
factors are generally higher across the major markets.

     These  changes are  reflected  in the  performance  of the world's 62 major
airlines  that  operate 60% of the world  airline  fleet but handle 78% of world
passenger traffic. Focusing on the supply/demand for Partnership type narrowbody
commercial  aircraft,  there were 213 used narrowbody aircraft available at year
end 1995.  In the  first ten  months of 1996  this  supply  was  reduced  to 119
narrowbody  aircraft  available  for  sale or  lease.  Forecasts  for 1997 see a
continuing  supply-demand  equilibrium  due to air travel  growth  and  balanced
aircraft supply.

     The  Partnership's  narrowbody  fleet are late  model  (post  1974)  Boeing
737-200 Advanced  aircraft.  There are a total of 939 Boeing 737-200 aircraft in
service with 219 built prior to 1974.  Independent  forecasts estimate 250 total
Boeing 737-200's will be retired leaving  approximately  700 aircraft in service
after 2003.  The forecasts  regarding  hushkits  estimate half of the 700 Boeing
737-200's  will be hushed to meet  Stage III  noise  levels.  The  Partnership's
aircraft  are all  prospects  for Stage III  hushkits  due to their age,  hours,
cycles, engine configurations and operating weights.

     The Partnership's Douglas DC-9-32's are late model aircraft.  There are 663
DC-9-30/40/50   series  aircraft  in-service  with  437  built  prior  to  1974.
Independent  forecasts  estimate 300 older DC-9  aircraft will be retired by the
year 2003. The remaining fleet will total approximately 350 aircraft and most of
these  aircraft  will be hushed to Stage III. The aircraft will remain in active
airline service.  The lessees are likely to be secondary  airlines  operating in
markets outside the US.

     The  Partnership  has an interest  in a trust  which owns a widebody,  twin
engine, twin aisle Boeing 767-200ER.  The aircraft is a late model aircraft with
high gross operating weights and the most advanced  technology engine powerplant
available on the market.  The aircraft  carries 216  passengers in a mixed class
over 6800  nautical  miles.  There are  currently 99 aircraft in service with 26
different operators worldwide. The aircraft competes with the three engine older
generation  widebody aircraft such as the Lockheed L1011 and Douglas DC-10. This
fleet  (L1011/DC-10)  totals over 500 aircraft today.  These older aircraft will
continue to be phased out of service with 140 retired before 2003.

(2)  Aircraft Rotables

Aircraft  rotables are replacement  spare parts held by an airline in inventory.
These  parts are  components  that are  removable  from an  aircraft  or engine,
undergo  overhaul,  and are recertified and refit to the aircraft in an "as new"
condition.   Components  or  rotables,  carry  specific  identification  numbers
allowing each part to be individually  tracked.  The types of rotables owned and
leased by the  Partnership  include  landing gear,  certain  engine  components,
avionics,  auxiliary power units (APU's),  replacement doors,  control surfaces,
pumps, valves and other comparable  equipment.  Generally a rotable has a useful
life that is either  measured  in terms of time in  service  or number of cycles
(takeoffs and landings).  While there are no specific  guidelines  that apply to
the  time or  cycles  between  overhauls  for  rotable  equipment,  there  is no
limitation on the number of times a rotable may be overhauled  and  recertified.
The  component  will be  overhauled  until  the  cost of such  overhaul  becomes
uneconomic relative to the units' replacement cost.

     The  Partnership's  rotable  parts will be  available  for sale or lease in
1997.  Rotables  generally  reflect the market  conditions  of the aircraft they
support. The Partnership's rotables support primarily Boeing 737-300/400/500 and
the Boeing 737-200 Advanced aircraft.  Independent forecasts for 1997 indicate a
supply-demand equilibrium for these aircraft types.



(3)  Marine Containers

At the end of 1995,  the  consensus of industry  sources was that 1996 would see
both higher container  utilization and  strengthening per diem lease rates. Such
was not  the  case as  there  was no  appreciable  cyclical  improvement  in the
container   market  following  the  traditional   winter  slow  down.   Industry
utilization continues to be under pressure with per diem rates being impacted as
well.

     A  substantial  portion of the  Partnership's  containers  are on long-term
utilization  leases which were entered into with Trans Ocean  Leasing as lessee.
The industry has seen a major consolidation as Transamerica  Leasing late in the
fourth quarter of 1996,  acquired Trans Ocean Leasing.  Transamerica  Leasing is
the second largest container leasing company in the world.  Transamerica Leasing
is the  substitute  lessee for Trans Ocean  Leasing.  Long term,  such  industry
consolidation  should  bring  more  rationalization  to the market and result in
higher utilization and per diem rates.

(4)  Railcars

Pressurized Tank Cars

These cars are used primarily in the petro-chemical  and fertilizer  industries.
They  transport  liquefied  petroleum  gas ("LPG") and  anhydrous  ammonia.  The
utilization  rate on the  Partnership's  fleet of pressurized tank cars was over
98% during 1996.  Independent  forecasts show the demand for natural gas to grow
during 1997 to 1999, as the developing world, former Communist countries and the
industrialized  world all  increase  their  demand for  energy.  The  fertilizer
industry  was  undergoing a rapid  restructuring  toward the end of 1996 after a
string of major mergers, which began in 1995. These mergers reduce the number of
companies that use pressurized tank cars for fertilizer service.  Whether or not
the economies of the mergers allow the total fleet size to be reduced remains to
be seen.

Non-Pressurized Tank Cars

General  purpose  or  non-pressurized  tank  cars are used to  transport  a wide
variety of bulk liquid  commodities such as petroleum fuels,  lubricating  oils,
vegetable oils, molten sulphur,  corn syrup,  asphalt,  and specialty chemicals.
Demand for general  purpose  tank cars in the  Partnership's  fleet has remained
healthy over the last two years with utilization remaining above 98%. The demand
for  petroleum is  anticipated  to grow during 1997 to 1999,  as the  developing
world,  former  communist  countries and the  industrialized  world all increase
their demand for energy. Chemical carloadings for the first 40 weeks of 1996 are
up one tenth of one percent (0.1%) as compared to the same period in 1995.

Covered Hopper Cars

Through  October 5, 1996,  grain car loadings were down 13% compared to the same
period for 1995.  Even with the greatly  reduced  loadings,  the  on-lease  rate
during 1996 for the Partnership grain cars remained at 100%. Industry-wide,  the
covered  hopper is one car type that has  increased  in number over the last ten
years, going from a total of 299,172 cars in 1985 to 325,882 cars in 1995. It is
possible that another poor crop year,  combined with more available cars,  could
place downward pressure on grain car rental rates during 1997.

(5)  Marine Vessels

The  Partnership  owns or has  investments  in  small to  medium-sized  dry bulk
vessels and container  feeder  vessels,  which are traded in worldwide  markets,
carrying  commodity cargoes and intermodal  containers from larger ports to more
remote and smaller ports.

     The freight  rates in the dry bulk  shipping  market are  dependent  on the
balance of supply and demand for shipping  commodities and trading  patterns for
such dry bulk commodities. In 1995, dry bulk shipping demand was robust (growing
at 5% over 1994) and there was a  significant  infusion  of new  vessel  tonnage
especially late in the year,  causing some decline in freight rates after a peak
in mid-year.  The slide in freight rates continued in the first half of 1996, as
new tonnage was delivered and shipping demand slipped from the high growth rates
of 1995. In the third quarter of 1996,  there was a significant  acceleration in
the drop of freight rates,  primarily  caused by the lack of  significant  grain
shipment volumes and the infusion of new tonnage.  The low freight rates induced
many ship  owners to scrap  older  tonnage  and to defer or cancel new  building
orders. In the fourth quarter,  a strong grain harvest worldwide gave the market
new strength and freight  rates  recovered  to the levels  experienced  in early
1996, but not to 1995 levels. Overall 1996 was a soft year for shipping with dry
bulk demand growing only 1.8% and the dry bulk fleet growing 3% in tonnage.  The
outlook  for 1997 shows an expected  improvement  in demand with growth at 2.4%,
but a high orderbook remains. 1997 is expected to be a soft year with relatively
low freight rates; however, prospects may be strengthened by continued scrapping
of older vessels in the face of soft rates and deferment or canceling of orders.

     Demand for commodity  shipping  closely tracks  worldwide  economic growth;
however,  economic  development may alter demand patterns from time to time. The
general  partner  operates its funds' vessels in spot charters,  period charters
and pooled vessel  operations.  This operating approach provides the flexibility
to adapt to changing demand patterns.

     Independent forecasts show the longer term outlook (past 1997) should bring
improvement  in freight rates earned by vessels;  however,  this is dependent on
the  supply/demand  balance and  stability  in growth  levels.  The  newbuilding
orderbook  currently  is  slightly  lower  than at the  end of 1995 in  tonnage.
Shipyard  capacity is booked through late 1998;  however,  it remains to be seen
how many of these orders will  actually be fulfilled.  Historically,  demand has
averaged approximately 3 percent annual growth,  fluctuating between flat growth
and 6 percent annually.  With predictable long term demand growth, the long term
outlook  depends  on the supply  side,  which is  affected  by  interest  rates,
governmental shipbuilding subsidy programs, and prospects for reasonable capital
returns in shipping.

(6)  Mobile Offshore Drilling Units (Rigs)

Worldwide demand for mobile offshore  drilling units (rigs) in 1996 increased in
all sectors of the business over the demand levels experienced in 1995 and 1994.
This increase in demand spread over all geographic regions of offshore drilling;
it also  affected  all  equipment  types in the offshore  drilling  sector (both
jackup rigs and floating rigs).  This increase in demand without any increase in
supply of rigs gave increased  utilization and higher  contract  dayrates in the
market.  The improvement in the market can be attributed to a number of factors,
but primarily it can be associated with continued growth worldwide in the use of
oil and natural gas for energy. Stable prices at moderate levels have encouraged
such  growth,   while  providing  adequate  margins  for  oil  and  natural  gas
exploration and production development.

     The  floating  rig  sector  has  also  experienced  an  improving   market.
Technological  improvements  and more  efficient  operations  have  improved the
economics of drilling and  production in the deeper water  operations  for which
floating rigs are utilized. Overall, demand for floating rigs increased from 117
rig-years in 1995 to 128 rig-years in 1996,  with no increase in supply of rigs.
The  increase  in demand and  utilization  prompted an  approximate  doubling of
contract day rates and an  associated  increase in floating  rig market  values.
Three floating rigs were ordered in 1996;  however,  these will not be delivered
until  late in 1998 and will  have a minimal  effect  on the  market as they are
committed to specific contracts.

     The most significant  trend in 1996 was the continued  consolidation of the
offshore drilling industry.  Five major mergers of offshore drilling contractors
occurred in 1996, leading to a more controlled and stable market in which higher
levels of day rates may be maintained.  The  consolidation of rig ownership into
fewer hands has a recognizable effect on stabilizing day rates in times of lower
utilization and quicker improvement in times of increasing utilization.

     Demand for floating rigs is projected by industry  participants to continue
to increase through 1997, with no significant increases in rig supply. Day rates
are not yet at levels  sufficiently high to justify  widespread  ordering of new
equipment.

(7)  Trailers

Intermodal Trailers

The robust  intermodal  trailer market that began 4 years ago began to soften in
1995 and reduced demand continued in 1996. Intermodal trailer loadings were flat
in 1996 verses 1995's depressed levels.  This lack of growth has been the result
of many factors ranging from truckload firms  recapturing  market share from the
railroads through aggressive pricing, to the continuing consolidation activities
and asset efficiency improvements of the major U.S. railroads.

     All of these factors helped make 1996 a year of equalizing equipment supply
as  railroads  and lessors were  pressured  to retire  older and less  efficient
trailers.  The two largest  suppliers of railroad trailers reduced the available
fleet  in  1996  by over  15%.  Overall  utilization  for  intermodal  trailers,
including the Partnership's fleet , was lower in 1996 than in previous years.

Over-the-Road Dry Trailers

The over-the-road dry trailer market was weak in 1996 with utilization down 15%.
The trailer  industry  experienced a record year in 1994 for new  production and
1995  production  levels  were  similar  to 1994.  However,  in 1996 , the truck
freight recession, along with an over building situation,  contributed to 1996's
poor performance. 1996 had too little freight and too much equipment.

Over-the-Road Refrigerated Trailers

The  Partnership  experienced  fairly  strong  demand  levels  in  1996  for its
refrigerated trailers.  With over 37% of the fleet in over the road refrigerated
trailers,  the Partnership,  PLM and affiliated  partnerships  combined,  is the
largest supplier of short-term rental refrigerated trailers in the U.S..

(E)  Government Regulations

The use, maintenance, and ownership of equipment is regulated by federal, state,
local,  and/or foreign  governmental  authorities.  Such  regulations may impose
restrictions and financial burdens on the Partnership's  ownership and operation
of  equipment.  Changes  in  government  regulations,   industry  standards,  or
deregulation  may also  affect  the  ownership,  operation,  and  resale  of the
equipment.  Substantial  portions of the Partnership's  equipment  portfolio are
either registered or operated internationally.  Such equipment may be subject to
adverse  political,   government,  or  legal  actions,  including  the  risk  of
expropriation  or loss arising from  hostilities.  Certain of the  Partnership's
equipment is subject to extensive  safety and  operating  regulations  which may
require the removal from service or extensive  modification of such equipment to
meet these regulations at considerable cost to the Partnership. Such regulations
include (but are not limited to):

     (1) the U.S. Oil  Pollution  Act of 1990 (which  established  liability for
         operators and owners of vessels,  mobile offshore  drilling units, etc.
         that create environmental pollution);

     (2) the U.S. Department of  Transportation's  Aircraft Capacity Act of 1990
         (which limits or eliminates the operation of commercial aircraft in the
         U.S. that do not meet certain noise, aging, and corrosion criteria);

     (3) the Montreal  Protocol on  Substances  That Deplete the Ozone Layer and
         the U.S.  Clean Air Act  Amendments of 1990 (which call for the control
         and eventual replacement of substances that have been found to cause or
         contribute  significantly to harmful effects on the stratospheric ozone
         layer and which are used  extensively as  refrigerants  in refrigerated
         marine cargo containers, over-the-road trailers, etc.);

     (4) the U.S. Department of Transportation's Hazardous Materials Regulations
         (which regulate the  classification  of and packaging  requirements for
         hazardous  materials and which apply  particularly to the Partnership's
         tank cars).

ITEM 2. PROPERTIES

The Partnership  neither owns nor leases any properties other than the equipment
it has purchased for leasing  purposes.  At December 31, 1996,  the  Partnership
owned a portfolio of transportation equipment and investments in equipment owned
by special  purpose  entities as described  in Part I, Table 1. The  Partnership
acquired  equipment  with  the  proceeds  of the  Partnership  offering  through
approximately the first nine months of 1993.

     The  Partnership  maintains  its  principal  office at One Market,  Steuart
Street  Tower,  Suite 800,  San  Francisco,  California  94105-1301.  All office
facilities are provided by FSI without reimbursement by the Partnership.


ITEM 3.  LEGAL PROCEEDINGS

PLM  International  (PLMI) along with FSI, IMI, TEC and PLM Securities Corp (PLM
Securities),  and collectively with PLMI, FSI, IMI, TEC and PLM Securities, (the
"PLM Entities"), were named as defendants in a class action lawsuit filed in the
Circuit Court of Mobile County,  Mobile,  Alabama,  Case No. CV-97-251.  The PLM
Entities received service of the complaint on February 10, 1997, and pursuant to
an  extension  of time  granted  by  plaintiffs'  attorneys,  have sixty days to
respond to the complaint. PLM International is currently reviewing the substance
of the  allegations  with  its  counsel,  and  believes  the  allegations  to be
completely without merit and intends to defend this matter vigorously.

     The  plaintiffs,  who filed the complaint on their own and on behalf of all
class members similarly situated,  are six individuals who allegedly invested in
certain California limited partnerships  sponsored by PLM Securities,  for which
FSI acts as the general partner, including the Partnership, PLM Equipment Growth
Fund IV, PLM Equipment  Growth Fund V, and PLM Equipment  Growth and Income Fund
VII (the "PLM Growth  Funds").  The  complaint  purports  eight causes of action
against all  defendants  as follows:  fraud and deceit,  suppression,  negligent
misrepresentation  and  suppression,   intentional  breach  of  fiduciary  duty,
negligent  breach  of  fiduciary  duty,  unjust  enrichment,   conversion,   and
conspiracy.  Additionally,  plaintiffs  allege a cause of action  for  breach of
third party  beneficiary  contracts  against and in  violation  of the  National
Association  of  Securities  Dealers  (NASD)  rules  of  fair  practice  by  PLM
Securities alone.

      Plaintiffs  allege  that  each  defendant  owed  plaintiffs  and the class
certain duties due to their status as fiduciaries,  financial advisors,  agents,
general partner, and control persons.  Based on these duties,  plaintiffs assert
liability  against the PLM Entities for improper sales and marketing  practices,
mismanagement  of the PLM Growth Funds, and concealing such  mismanagement  from
investors in the PLM Growth Funds. Plaintiffs seek unspecified  compensatory and
recissory damages, as well as punitive damages, and have offered to tender their
limited partnership units back to the defendants.

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

No matters were submitted to a vote of the Partnership's limited partners during
the fourth quarter of its fiscal year ended December 31, 1996.









                      (This space intentionally left blank)


<PAGE>


                                     PART II

ITEM 5.    MARKET FOR THE PARTNERSHIP'S EQUITY AND RELATED UNITHOLDER MATTERS

Pursuant  to the terms of the  Partnership  Agreement,  the  General  Partner is
generally  entitled to a 5% interest in the profits and losses and distributions
of the  Partnership.  The General  Partner is the sole holder of such interests.
Gross income in each year of the Partnership will be specially  allocated to the
General  Partner to the extent,  if any,  necessary to cause the capital account
balance of the  General  Partner  to be zero as of the close of such  year.  The
remaining  interests  in  the  profits  and  losses  and  distributions  of  the
Partnership  are owned as of  December  31,  1996,  by the  approximately  8,090
holders of Units in the Partnership.

     There are  several  secondary  markets  in which  Depositary  Units  trade.
Secondary markets are characterized as having few buyers for limited partnership
interests and, therefore,  generally are viewed as inefficient  vehicles for the
sale of partnership  units.  Presently,  there is no public market for the Units
and none is likely to  develop.  To  prevent  the Units  from  being  considered
"publicly  traded,"  and thereby,  to avoid  taxation of the  Partnership  as an
association  treated as a corporation under the Internal Revenue Code, the Units
will not be transferable  without the consent of the General Partner,  which may
be withheld in its absolute  discretion.  The General Partner intends to monitor
transfers  of Units in an effort to ensure  that they do not  exceed  the number
permitted by certain safe harbors promulgated by the Internal Revenue Service. A
transfer may be prohibited if the intended  transferee is not a U.S.  Citizen or
if the  transfer  would  cause any  portion  of the Units to be treated as "plan
assets." The  Partnership  may also be  obligated to redeem a certain  number of
Units  each year  beginning  November  24,  1995.  At  December  31,  1996,  the
Partnership agreed to purchase approximately 54,000 Units for an aggregate price
of approximately $0.7 million.  The General Partner anticipates that these Units
will be repurchased in the first and second quarters of 1997.


<PAGE>


ITEM 6.    SELECTED FINANCIAL DATA

     Table 2, below, lists selected financial data for the Partnership:

                                     TABLE 2

               For the years ended December 31, 1996, 1995, 1994,
                 1993, and 1992 (In thousands of dollars, except
                                per unit amounts)
<TABLE>
<CAPTION>

                                                       1996            1995            1994           1993            1992
                                                   -----------------------------------------------------------------------------

       <S>                                         <C>             <C>             <C>            <C>             <C>        
       Operating results:
       Total revenues                              $    31,436     $    33,445     $    37,467    $    20,072     $     6,398
         Net gain (loss) on disposition of
           equipment                                     7,214             128           4,295           (113 )           (55 )
         Loss on revaluation of equipment                   --              --           1,175             --              --
         Equity in net income of unconsolidated
           special purpose entities                      3,426              --              --             --              --
         Net income (loss)                               8,291          (1,974 )        (1,680 )       (3,266 )        (1,940 )

       At year-end:
         Total assets                              $   113,525     $   121,957     $   139,848    $   160,529     $    95,255
         Total liabilities                              37,735          36,527          34,926         36,390           1,999
         Notes payable                                  31,286          30,000          30,000         30,000              --

       Cash distributions                          $    17,467     $    17,518     $    17,537    $    14,828     $     3,240

       Cash distributions which represent
         a return of capital                       $     9,176     $    16,642     $    16,661    $    14,133     $     3,121

       Per weighted average
       Limited Partnership Depositary Unit

         Net income (loss)                         $      0.89     $     (0.34 )   $     (0.31 )      Various, according to
                                                                                                        interim closings

        Cash distributions                         $      2.00     $      2.00     $      2.00        Various, according to
                                                                                                        interim closings

         Cash distributions which represent
           a return of capital                     $      1.11     $      2.00     $      2.00        Various, according to
                                                                                                        interim closings


</TABLE>




<PAGE>


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

Introduction

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  relates to the Financial  Statements of PLM Equipment Growth Fund VI
(the Partnership).  The following  discussion and analysis of operations focuses
on the  performance  of the  Partnership's  equipment in various  sectors of the
transportation  industry and its effect on the  Partnership's  overall financial
condition.

Results of Operations - Factors Affecting Performance

(A)  Re-leasing Activity and Re-pricing Exposure to Current Economic Conditions

The exposure of the Partnership's  equipment portfolio to re-pricing risk occurs
whenever the leases for the equipment expire or are otherwise terminated and the
equipment must be re-marketed. Major factors influencing the current market rate
for transportation equipment include supply and demand for similar or comparable
types or kinds of transport capacity, desirability of the equipment in the lease
market,  market  conditions  for the  particular  industry  segment in which the
equipment  is to be  leased,  various  regulations  concerning  the  use  of the
equipment,  and others. The Partnership  experienced  repricing exposure in 1996
primarily in its aircraft portfolios.

     (1)  Aircraft:  Aircraft  contribution  decreased  from  1995 to 1996.  The
decrease in the year to year contribution was due to lower re-lease rates on two
engines which were eventually sold during 1996;

     (2) Trailers:  The majority of the Partnership's trailer portfolio operates
in short-term rental facilities or short-line  railroad systems.  The relatively
short  duration  of most  leases in these  operations  exposes  the  trailers to
considerable re-leasing activity.  Contributions from the Partnership's trailers
was largely unaffected by re-leasing;

     (3) Marine Vessels:  Marine vessel contribution declined during 1996 due to
lower day rates earned by the marine vessels on time charter;

     (4) Marine  Containers:  All of the  Partnership's  marine  containers  are
leased to operators of utilization-type  leasing pools, and, as such, was highly
exposed to repricing  activity.  The decline in marine containers  contributions
was due to soft market  conditions  that caused a decline in repricing  activity
during 1996;

     (5) Other Equipment: While market conditions and other factors may have had
some  impact  on  lease  rates in  markets  in which  the  Partnership  owns the
remainder  of its  equipment  portfolio,  the  majority  of this  equipment  was
unaffected.

(B)  Equipment Liquidations and Nonperforming Lessees

Liquidation  of  Partnership  equipment,  unless  accompanied  by  an  immediate
replacement  of  additional  equipment  earning  similar  rates  (see  below  in
"Reinvestment  Risk"),  represents  a  reduction  in the  size of the  equipment
portfolio,  and may result in a reduction of  contribution  to the  Partnership.
Lessees not  performing  under the terms of their  leases,  either by not paying
rent,  not  maintaining  or  operating  the  equipment  in  accordance  with the
conditions  of the  leases,  or other  possible  departures  from the leases can
result  not  only in  reductions  in  contribution,  but also  may  require  the
Partnership  to assume  additional  costs to  protect  its  interests  under the
leases, such as repossession, legal fees, etc.

     (1) Liquidations:  During the year, the Partnership  liquidated or sold one
marine vessel, 4 aircraft engines,  249 marine  containers,  78 trailers,  and 2
railcars for $27.7  million.  The  Partnership  also sold its  investment  in an
entity which owned a rig and received liquidating proceeds of $11.7 million. The
sale proceeds of the owned  equipment and  equipment in  unconsolidated  special
purpose entities (USPE's) represented  approximately 85% of the original cost of
these  assets.  By year end, the  Partnership  had  reinvested  all of the $39.4
million received.

     (2) Nonperforming Lessees: At December 31, 1996, one lessee of a commercial
aircraft has become  delinquent in its lease  payments to the  Partnership.  The
Partnership has established  reserves against these  receivables and the General
Partner is in the  process of taking the  necessary  steps to recover  the lease
payments from the lessee.

(C)  Reinvestment Risk

Reinvestment  risk occurs when 1) the  Partnership  cannot  generate  sufficient
surplus cash after  fulfillment of operating  obligations and  distributions  to
reinvest in additional  equipment during the  reinvestment  phase of Partnership
operations;  2) equipment is sold or liquidated for less than threshold amounts;
3) proceeds  from sales,  losses,  or surplus cash  available  for  reinvestment
cannot be  reinvested  at threshold  lease rates;  or 4) proceeds  from sales or
surplus cash available for reinvestment cannot be deployed in a timely manner.

     During  the first six  years of  operations,  the  Partnership  intends  to
increase  its  equipment  portfolio  by  investing  surplus  cash in  additional
equipment after fulfilling  operating  requirements and paying  distributions to
the partners.  Subsequent to the end of the reinvestment period, the Partnership
will  continue  to  operate  for  another  two years and then  begin an  orderly
liquidation over an anticipated two year period.

     Other  nonoperating  funds for  reinvestment are generated from the sale of
equipment prior to the Partnership's  planned  liquidation phase, the receipt of
funds  realized from the payment of stipulated  loss values on equipment lost or
disposed of during the time it is subject to lease  agreements,  or the exercise
of purchase  options  written into certain  lease  agreements.  Equipment  sales
generally  result  from  evaluations  by  the  General  Partner  that  continued
ownership  of  certain  equipment  is  either  inadequate  to  meet  Partnership
performance  goals,  or  that  market  conditions,   market  values,  and  other
considerations indicate it is the appropriate time to sell certain equipment.

     During 1996, the Partnership reinvested $11.8 million in the purchase of an
interest in an entity which owns four Boeing 737-200 commercial  aircraft,  $4.6
million in an entity owning two  commercial  aircraft on a direct finance lease,
$4.0 million in an entity which owns a marine vessel,  $6.2 million in an entity
which owns a rig, and $16.0 million in another two marine vessels. The remaining
interest in all the entities are held by affiliated partnerships.  TEC Acquisub,
a subsidiary of PLM  International,  is an additional owner in the entity owning
the rig.

(D)  Equipment Valuation

In March 1996, the Financial  Accounting Standards Board (FASB) issued statement
No. 121,  "Accounting  for the  Impairment of Long-Lived  Assets and  Long-Lived
Assets to be Disposed  Of" (SFAS 121).  This  standard  is  effective  for years
beginning after December 15, 1996. The Partnership adopted SFAS 121 during 1996,
the effect of which was not  material as the method  previously  employed by the
Partnership  was  consistent  with SFAS 121. In  accordance  with SFAS 121,  the
General  Partner  reviews  the  carrying  value of the  Partnership's  equipment
portfolio at least annually in relation to expected future market conditions for
the purpose of assessing  the  recoverability  of the recorded  amounts.  If the
projected  future lease revenue plus residual  values are less than the carrying
value  of the  equipment,  a loss on  revaluation  is  recorded.  There  were no
reductions required to the carrying value of equipment during 1996. The carrying
value of three aircraft  engines were reduced by  approximately  $1.2 million in
1994. The implicit impact of such  reductions is anticipated  future lower sales
proceeds.

     As of December 31, 1996,  the General  Partner  estimated  the current fair
market value of the Partnership's equipment portfolio, including equipment owned
by USPE's, to be approximately $153.2 million.

(B)  Financial Condition - Capital Resources, Liquidity, and Unit Redemption 
     Plan

The General Partner purchased the Partnership's initial equipment portfolio with
capital raised from its initial equity  offering,  borrowings from the Committed
Bridge Facility and permanent debt financing.  No further capital  contributions
from  original  partners  are  permitted  under the  terms of the  Partnership's
Limited  Partnership  Agreement,   while  the  Partnership's  total  outstanding
indebtedness,  currently  $31.3  million,  can only be increased by a maximum of
$3.7 subject to specific covenants in existing debt agreements.  The Partnership
relies on operating cash flow to meet its operating obligations and to make cash
distributions to the Limited Partners.

     For the year ended December 31, 1996, the Partnership  generated sufficient
operating revenues to meet its operating obligations including interest expense.
Cash   distributions  of  $17.5  million  were  generated  from  current  period
operations.

         Beginning  December 1, 1994, the Partnership  became  obligated,  under
certain conditions,  to redeem up to 2% of the outstanding Depositary Units each
year. The purchase price to be offered for such outstanding  units will be equal
to 110% of the unrecovered principal attributed to the units - where unrecovered
principal is defined as the excess of the capital contribution attributable to a
unit over the  distributions  from any source paid with respect to that unit. At
December 31, 1996, the Partnership agreed to purchase approximately 54,000 units
for an  aggregate  price of  approximately  $0.7  million.  The General  Partner
anticipates  that  these  units  will be  repurchased  in the first  and  second
quarters of 1997.

     The General  Partner has entered into a joint $50 million  credit  facility
(the "Committed  Bridge  Facility") on behalf of the Partnership,  PLM Equipment
Growth Fund IV, PLM Equipment  Growth Fund V, PLM Equipment Growth & Income Fund
VII and Professional  Lease Management  Income Fund I ("Fund I"), all affiliated
investment  programs,  TEC Acquisub,  Inc. ("TECAI"),  an indirect  wholly-owned
subsidiary of the General  Partner,  and American  Finance Group,  Inc. (AFG), a
subsidiary  of PLM  International  Inc.,  which may be used to  provide  interim
financing of up to (i) 70% of the  aggregate  book value or 50% of the aggregate
net fair market value of eligible equipment owned by the Partnership,  plus (ii)
50% of  unrestricted  cash held by the borrower.  The Committed  Bridge Facility
became  available on December 20, 1993,  and was amended and restated on October
31, 1996, to expire on October 31, 1997 and  increased the available  borrowings
for  AFG  to  $50  million.  The  Partnership,  TECAI,  Fund  I  and  the  other
partnerships  collectively  may borrow up to $35 million of the Committed Bridge
Facility. The Committed Bridge Facility also provides for a $5 million Letter of
Credit Facility for the eligible  borrowers.  Outstanding  borrowings by Fund I,
TECAI,  AFG or PLM  Equipment  Growth  Funds IV  through  VII  reduce the amount
available  to  each  other  under  the  Committed  Bridge  Facility.  Individual
borrowings may be outstanding  for no more than 179 days,  with all advances due
no later than October 31, 1997.  The  Committed  Bridge  Facility  prohibits the
Partnership  from incurring any  additional  indebtedness.  Interest  accrues at
either the prime rate or adjusted LIBOR plus 2.5% at the borrowers option and is
set at the time of an  advance  of  funds.  Borrowings  by the  Partnership  are
guaranteed by the General Partner.  As of December 31, 1996, the Partnership had
borrowings of $1.3 million,  PLM Equipment  Growth Fund V had $2.5 million,  PLM
Equipment  Growth and Income Fund VII had $2.0 million,  AFG had $26.9  million,
and TECAI had $4.1  million in  outstanding  borrowings.  Neither PLM  Equipment
Growth Fund IV nor Fund I had any outstanding borrowings.

     The General  Partner has not planned any  expenditures,  nor is it aware of
any contingencies  that would cause it to require any additional capital to that
mentioned above.

(D)  Results of Operations - Year to Year Detailed Comparison

Comparison of the Partnership's Operating Results for the Years Ended 
December 31, 1996 and 1995

(A)  Owned equipment operations

Lease revenues less direct expenses (defined as repairs and maintenance,  marine
equipment  operating,  and asset specific insurance expenses) on owned equipment
decreased  during the year ended  December 31, 1996,  when  compared to the same
period of 1995. The following table presents lease revenues less direct expenses
by owned equipment type (in thousands):
<TABLE>
<CAPTION>

                                                                             For the years ended
                                                                                December 31,
                                                                            1996             1995
                                                                         ----------------------------
   <S>                                                                   <C>             <C>        
   Aircraft and aircraft engines                                         $  3,982        $   4,571  
   Marine vessels                                                           3,816            5,661
   Trailers                                                                 3,148            4,080
   Rail equipment                                                           2,774            3,252
   Marine containers                                                        2,179            2,880

</TABLE>

Aircraft:  Aircraft lease revenues and direct expenses were $4.2 million and 0.2
million,  respectively,  for the year ended December 31, 1996,  compared to $4.9
and $0.3 million,  respectively  during the same period of 1995. The decrease in
aircraft  contribution  was due to a lower  re-lease rate earned on two aircraft
engines which were sold during 1996 compared to the same period during 1995;

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $8.9
million and $5.1 million,  respectively,  for the year ended  December 31, 1996,
compared to $10.7 million and $5.1 million,  respectively during the same period
of 1995.  The decrease in marine  vessel  contribution  during 1996,  was due to
lower day rates  earned by two marine  vessels  and the sale of a marine  vessel
during the first quarter of 1996 offset,  in part, by the purchase of two marine
vessels  during the first  quarter of 1996 when  compared  to the same period of
1995;

Trailers:  Trailer lease revenues and direct expenses were $4.2 million and $1.0
million,  respectively,  for the year ended December 31, 1996,  compared to $5.0
million  and $1.0  million,  respectively  during the same  period of 1995.  The
number of trailers  owned by the  Partnership  has been  declining over the past
twelve months due to sales and dispositions.  The result of this declining fleet
has been a decrease in trailer net contribution.  In addition, the trailer fleet
is experiencing lower utilization in the PLM affiliated  short-term rental yards
due to soft market conditions;

Rail  equipment:  Rail equipment  lease  revenues and direct  expenses were $4.1
million and $1.3 million,  respectively,  for the year ended  December 31, 1996,
compared to $4.1 million and $0.9 million,  respectively  during the same period
of 1995.  Although  the rail fleet  remained  relatively  the same size for both
periods,  the  decrease  in rail  contribution  resulted  from  running  repairs
required  on certain of the  railcars  in the fleet  during  1996 which were not
needed during 1995;

Marine  containers:  Marine  container  lease  revenues and  expenses  were $2.2
million  and  $12,000,  respectively,  for the year  ended  December  31,  1996,
compared to $2.9  million and  $23,000,  respectively  during the same period of
1995.  The  number  of  marine  containers  owned  by the  Partnership  has been
declining over the past twelve months due to sales and dispositions.  The result
of this  declining  fleet has  resulted  in a decrease in marine  container  net
contribution.

(B)  Indirect expenses related to owned equipment operations

Total  indirect  expenses of $18.8 million for the year ended December 31, 1996,
decreased  from $21.4  million for the same period in 1995.  The  variances  are
explained as follows:

(a) A $3.4 million decrease in depreciation and amortization  expenses from 1995
levels  reflecting  the sale of certain  assets  during  1996 and 1995,  and the
double declining balance method of depreciation. These decreases were offset, in
part, by the purchase of two marine vessels during the first quarter of 1996;

(b) A $0.3  million  increase  in interest  expense  due to the net  increase in
short-term  debt of $12.5  million which was in place for six months during 1996
compared to $1.7 million in short-term  debt which was in place for three months
during the same period of 1995;

(c) A $0.7  million  increase  in  bad  debt  expenses  due  to an  increase  in
uncollectable amounts due from certain lessees;

(d) A $0.1 million  decrease in management  fees due to lower  revenues  earned,
when compared to the same period of 1995;

(e) A $0.1 million increase in administrative  expenses due to higher collection
costs and legal fees associated with  uncollected  receivables  when compared to
the same period of 1995.

(C)  Net gain on disposition of owned equipment

Net gain on  disposition  of  equipment  for the year ended  December  31,  1996
totaled $7.2 million which resulted primarily from the sale of one marine vessel
which was held for sale as of December 31, 1995,  with a net book value of $14.6
million at the date of sale for proceeds of $20.8 million.  Included in the gain
of $6.3 million  from the sale of the marine  vessel,  is the unused  portion of
accrued  drydocking of $0.1 million.  Other equipment sold or disposed of during
1996,  included 249 marine  containers,  78 trailers,  4 aircraft  engines and 2
railcars  with an aggregate  net book value of $6.0 million for proceeds of $7.0
million.  Net gain on  disposition  of equipment for the year ended December 31,
1995,  totaled $0.1 million which  resulted from the sale or  disposition of 298
marine containers, 50 trailers and 1 railcar with an aggregate net book value of
$0.9 million for proceeds of $1.0 million.

(D)  Interest and other income

Interest and other income  increased $0.2 million during the year ended December
31,  1996 due  primarily  an  increase  in  interest  income due to higher  cash
balances available for investments when compared to the same period of 1995.

(E) Equity in net  income  (loss) of  unconsolidated  special  purpose  entities
represents  net income  generated  from the  operation of  jointly-owned  assets
accounted for under the equity method (see Note 2 to the financial statements):
<TABLE>
<CAPTION>

                                                                             For the year ended
                                                                                December 31,
                                                                            1996           1995
                                                                         --------------------------
   <S>                                                                   <C>              <C>         
   Aircraft                                                              $   (1,853 )     $  (1,113 ) 
   Marine vessels                                                              (415 )          (130 )
    Mobile offshore drilling unit                                             5,694            (269 )

</TABLE>

Aircraft:  As of December 31, 1996, the  Partnership  had an interest in a trust
which owns a Boeing 767 commercial  aircraft and had acquired an interest in two
trusts which own 10  commercial  aircraft  during the later half of 1995 and the
first quarter of 1996,  then,  during the fourth  quarter of 1996,  purchased an
interest in a trust owning two commercial aircraft on a direct finance lease. As
of December 31, 1995, the  Partnership  had an interest in the trust holding the
Boeing 767 commercial  aircraft and purchased an interest in a trust  containing
seven commercial aircraft.  During the year ended December 31, 1996, revenues of
$6.3 million were offset by  depreciation  and  administrative  expenses of $8.2
million. During the same period of 1995, revenues of $3.4 million were offset by
depreciation and administrative expenses of $4.5 million.

Marine vessel:  As of December 31, 1996, the Partnership owned a 20% interest in
an entity which owns a marine vessel and a 50% interest in another  entity which
owns a marine vessel which was purchased during the first quarter of 1996. As of
December 31,  1995,  the  Partnership  only owned the 20% interest in the marine
vessel.  During the year ended December 31, 1996,  revenues of $1.6 million were
offset by depreciation and administrative  expenses of $2.0 million.  During the
same period of 1995,  revenues of $0.7 million were offset by  depreciation  and
administrative expenses of $0.8 million.

Mobile  offshore  drilling  unit:  As of December 31, 1996,  the interest in the
entity  which owned a rig was sold by the General  Partner.  The increase in net
income of $5.9  million  during  the year  ended  December  31,  1996,  resulted
primarily from the gain on the sale of the rig. The  Partnership's  share of the
liquidating  distribution  was $11.7  million.  Revenues of $0.7 million  earned
during  the year  ended  December  31,  1996  were  offset by  depreciation  and
administrative  expenses  of $0.9  million.  During  the  same  period  of 1995,
revenues of $1.2 million were offset by depreciation and administrative expenses
of $1.5 million.

(F)  Net Income (Loss)

As a result of the foregoing,  the  Partnership's net income of $8.3 million for
the year ended  December  31,  1996,  increased  from a net loss of $2.0 million
during  the same  period in 1995.  The  Partnership's  ability  to  operate  and
liquidate assets,  secure leases,  and re-lease those assets whose leases expire
during the  duration  of the  Partnership  is subject  to many  factors  and the
Partnership's performance in the year ended December 31, 1996 is not necessarily
indicative  of  future  periods.  For the year  ended  December  31,  1996,  the
Partnership distributed $16.6 million to the Unitholders,  or $2.00 per weighted
average Depositary Unit.







Comparison of the Partnership's Operating Results for the Years Ended 
December 31, 1995 and 1994

(A)  Revenues

Total  revenues  for the years  ended  December  31,  1995 and 1994,  were $33.4
million  and $37.5  million  respectively.  The  decrease in 1995  revenues  was
primarily  attributable to the  Partnership  posting a lower gain on the sale of
equipment compared to 1994. The Partnership's  ability to acquire,  operate,  or
liquidate assets,  secure leases,  and re-lease those assets whose leases expire
during the duration of the  Partnership  is subject to many factors;  therefore,
the  Partnership's  performance  in  1996  or  1994,  in  this  regard,  is  not
necessarily indicative of future periods.

     (1) The Partnership's  lease revenue remained  relatively constant at $32.9
million for both years ended December 31, 1995 and 1994.

     The following  table presents  lease revenues  earned by equipment type (in
thousands):

                                               For the year ended December
                                                           31,
                                                  1995             1994
                                               -----------------------------
   Marine vessels                              $ 11,369         $  10,829
   Mobile offshore drilling units                 1,175             3,561
   Marine containers                              2,903             2,968
   Aircraft                                       8,254             8,936
   Rail equipment                                 4,131             1,410
   Trailers                                       5,046             5,245
                                               -----------------------------
                                               $ 32,878         $  32,949
                                               =============================

     Significant revenue component changes resulted primarily from:

     (a) An increase of $2.7 million in rail equipment revenues due primarily to
the  purchase  and  lease  of 350  tank  railcars  during  December  1994  which
significantly increased 1995's revenue;

     (b) The small  decrease in marine  container  revenues was due primarily to
higher  utilization  and rents earned  during 1995 on a fleet that has 298 fewer
units when compared to the end of 1994;

     (c) The decline of $2.4 million in revenues  earned by the mobile  offshore
drilling  unit  ("rig")  was due  primarily  to the  sale  of the  Partnership's
interest in one of its rigs during the later part of December 1994, which was on
lease during 1994 and to a lower re-lease rate earned on the remaining rig;

     (d) The decline of $0.7  million in aircraft  revenues is due  primarily to
the off-lease status of two aircraft engines which were on-lease during the same
period in 1994.  The decrease was offset,  in part, by the revenues  earned from
the Partnership's purchase of a partial beneficial interest in a trust comprised
of seven commercial aircraft;

     (e)  The  increase  of $0.5  million  in  marine  vessel  revenues  was due
primarily to one marine  vessel  which was  operating  under a bareboat  charter
during 1994,  switching to a higher revenue  producing time charter during 1995.
In addition,  during 1995, two other marine vessels which were operating under a
time charter switched to the pooling  arrangement  earning  increased  revenues.
These  increases  were offset in part,  by another  marine vessel which earned a
lower rate during  1995's time charter when  compared to the rate earned under a
time charter during 1994;

     (f) The decline of $0.2 million in trailer revenues is due primarily to the
expiration of several term leases and the  transition  of these  trailers to the
PLM-affiliated  short-term trailer rental facilities which is experiencing lower
utilizations.  In addition to this, the Partnership sold 50 trailers during 1995
which were on lease during 1994.

     (2) Interest and other income  increased $0.2 million during the year ended
December 31, 1995, due to an increase in the interest rate paid on cash invested
during the year ending  December 31, 1995,  when  compared to the same period in
1994.

     (3) Net gain on disposition of equipment during the year ended December 31,
1995, was realized on the disposal of 298 marine containers, one railcar, and 50
trailers  with an aggregate  net book value of $0.9 million for proceeds of $1.0
million.  During the same period 1994, the Partnership  realized a net gain from
the sale or disposal of the Partnership's interest in a mobile offshore drilling
unit with a net book value of $7.6  million for  proceeds of $12.1  million,  in
addition to the sale or disposal of 359 marine  containers and 217 trailers with
an aggregate net book value of $1.4 million for proceeds of $1.2 million.

(B)  Expenses

The Partnership's total expenses for the years ended December 31, 1995 and 1994,
were  $35.4  million  and $39.1  million,  respectively.  The  decrease  in 1996
expenses was  attributable  to a reduction in  depreciation  expense,  partially
offset by  increases  in repairs and  maintenance,  marine  equipment  operating
expenses,   insurance  expense,   provision  for  bad  debts,  and  general  and
administrative expenses.

     (1)  Direct  operating   expenses  (defined  as  repairs  and  maintenance,
insurance  expenses,  and marine equipment operating expenses) increased to $7.5
million in 1995, from $6.7 million in 1994. This change resulted from:

     (a) An increase of $0.3 million in marine equipment  operating costs is due
to the following:

                  (a-1) During 1995,  marine operating  expenses  increased $0.1
million due to one of the Partnership's  marine vessels which ran aground during
1995 and required additional  inspections and administrative  expenses until the
marine vessel could be returned to service;

                  (a-2) Another marine  vessel's  operating  expenses  increased
$0.1 million due  primarily  to the switch from a bareboat  charter in which the
lessee pays all operating expenses to a time charter in which the Partnership is
responsible for a portion of the marine vessel's operating expenses;

                  (a-3) Also,  during 1995;  operating  expenses  increased $0.1
million  due to a  general  escalation  in  operating  expenses  charged  to the
Partnership;

     (b) An increase  of $0.4  million in repairs  and  maintenance  is due to a
number of events:

                  (b-1)  Trailer  repairs  increased  $0.1  million  due  to  an
additional  running  repairs  needed to  maintain  the  fleet in a rental  ready
condition;

                  (b-2) A decrease of $0.3  million in repairs  and  maintenance
due to a decrease in the expected dry docking costs of one marine vessel of $0.1
million and a decrease of $0.2 million in repairs and maintenance due to another
marine vessel which had certain repairs completed during 1994;

                  (b-3)  Railcar  repairs  increased  $0.6  million  due  to the
purchase  of 350 tank  railcars  during  December  1994 which  required  running
repairs during 1995.

     (c) Insurance  expense  increased $0.1 million during 1995 when compared to
the same  period  of 1994.  The  increase  is due to an  overall  escalation  of
insurance  premiums  charged to the  marine  vessels.  Also,  during  1994,  the
Partnership received a refund of $22,000 from the insurance company due to lower
loss of hire claims  which  resulted in a decrease  to 1994  expense,  a similar
refund was not received in 1996.

     (2) Indirect  operating  expenses (defined as depreciation and amortization
expense,  management fees, interest expense,  bad debt expense,  and general and
administrative  expenses)  decreased to $27.9 million in the year ended December
31, 1995, from $31.2 million in the same period 1994. This change resulted from:

     (a) A decrease in  depreciation  and  amortization  expense of $3.8 million
from  1994  levels   reflecting  the  Partnership's   double-declining   balance
depreciation method and the sale of a rig in December 1994 offset by an increase
due to the  purchase of 350 railcars in December  1994 and a partial  beneficial
interest in a trust containing seven commercial aircraft during September 1995;

     (b) An increase of $0.3 million in general and administrative  expenses due
primarily  to the  increased  number of trailers  and cost  associated  with the
administration  of the short-term rental yards used for the trailers during 1995
and a loan fee charged the Partnership;

     (c) An increase of $0.2 million in bad debt expense over the same period in
1994 is due to an  increase  in the  reserve  for an amount  due from one lessee
during 1995;

     (3) Loss on revaluation  of equipment in 1994 results from the  Partnership
reducing the  carrying  value of three  aircraft  engines to $4.9  million,  the
estimated  net fair  value  less cost to sell.  There  were no  revaluations  of
equipment required in 1995.

(C)  Net Loss

The  Partnership's net loss of $2.0 million in the year ended December 31, 1995,
increased  from a net loss of $1.7 million  during the same period in 1994.  For
the year ended December 31, 1995, the Partnership  distributed  $16.6 million to
the Limited Partners, or $2.00 per weighted average Depositary Unit.

Geographic Information

The Partnership operates its equipment in international markets.  Although these
operations  expose the Partnership to certain  currency,  political,  credit and
economic risks,  the Manager believes these risks are minimal or has implemented
strategies  to control  the risks as  follows:  Currency  risks are at a minimum
because  all  invoicing,  with  the  exception  of a small  number  of  railcars
operating in Canada, is conducted in U.S. dollars. Political risks are minimized
generally  through the avoidance of  operations in countries  that do not have a
stable judicial system and established  commercial business laws. Credit support
strategies  for lessees range from letters of credit  supported by U.S. banks to
cash  deposits.  Although these credit support  mechanisms  generally  allow the
Partnership  to  maintain  its lease  yield,  there are  risks  associated  with
slow-to-respond  judicial  systems  when legal  remedies  are required to secure
payment or repossess equipment. Economic risks are inherent in all international
markets and the Manager strives to minimize this risk with market analysis prior
to committing equipment to a particular  geographic area. Refer to the Financial
Statements,  Note 4 for  information  on the  revenues,  income,  and  assets in
various geographic regions.

     Revenues and net operating income by geographic  region are impacted by the
time  period the asset is owned and the useful  life  ascribed  to the asset for
depreciation  purposes.  Net  income  (loss)  from  equipment  is  significantly
impacted by  depreciation  charges  which are greatest in the early years due to
the use of the 200% declining balance method of depreciation.  The relationships
of  geographic  revenues,  net income  (loss) and net book value are expected to
significantly  change in the future as assets come off lease and  decisions  are
made to redeploy the assets in the most advantageous geographic location or sell
the assets.

     The  Partnership's  owned  equipment and  investments in equipment owned by
USPE's on lease to U.S.  domiciled  lessees  consists of trailers and  railcars.
During 1996,  U.S. lease revenues  accounted for 23% of the total lease revenues
while net income  accounted for 14% of the net income for the  Partnership.  The
primary  reason for this  relationship  is that there was a large gain  realized
from the sale of an  asset  in  another  geographic  region.  In  addition,  the
Partnership  depreciates  its rail  equipment  over a fifteen year period versus
twelve  years for other  equipment  types  owned and leased in other  geographic
regions.

     The  Partnership's  owned  equipment and  investments in equipment owned by
USPE's on lease to Canadian domiciled lessees consists of aircraft and railcars.
During  1996,  Canadian  lease  revenues  accounted  for 12% of the total  lease
revenues  and a $1.4  million  net loss when  compared to the net income for the
Partnership of $8.3 million.  The primary reason for this  relationship  is that
there was a large  gain  realized  from the sale of  assets in other  geographic
regions.

     The  Partnership's  investment  in an aircraft  owned by a USPE on lease to
South American  domiciled  lessees  during 1996,  accounted for 10% of the total
lease revenues.  South American  operations  accounted for $0.3 million net loss
when compared to the net income for the Partnership of $8.3 million. The primary
reason for this  relationship  is that there was a large gain  realized from the
sale of assets in other  geographic  regions.  This  aircraft  is on lease until
1998,  and  is  expected  to  generate  higher  net  profit  in  the  future  as
depreciation charges decline.

     The  Partnership's  owned  equipment and  investments in equipment owned by
USPE's which was on lease to lessees  domiciled in Asia consists of aircraft and
a rig.  Lease  revenues  in this  region  accounted  for 12% of the total  lease
revenues,  while  net  income  accounted  for  80% of the  net  income  for  the
Partnership.  The primary reason for this  relationship is that during 1996, the
Partnership  sold the Rig for a gain of $5.8 million which  accounted for 70% of
total net income for the Partnership.

     The  Partnership's  owned equipment on lease to lessees in Europe consisted
of two packages of aircraft  rotable spare part  components and accounted for 3%
of lease revenues,  while net income  accounted for 4% of the net income for the
Partnership.  The primary reason for this relationship is that there was a large
gain realized from the sale of assets in other geographic regions.

     The  Partnership's  owned  equipment and  investments in equipment owned by
USPE's on lease to lessees in the rest of the world consists of marine  vessels,
a rig, and marine containers.  During 1996, lease revenues from these operations
accounted  for 40% of the total  lease  revenues  while net  income  from  these
operations  accounted  for 60% when  compared  to the total net  income  for the
Partnership.  The primary reason for this  relationship is that during 1996, the
Partnership  sold a marine vessel for a gain of $6.2 million which accounted for
76% of total net income for the Partnership.

Inflation

There was no significant  impact on the Partnership's  operations as a result of
inflation during 1996, 1995, or 1994.

Forward Looking Information

Except for historical  information contained herein, the discussion in this Form
10-K contains  forward-looking  statements that involve risks and uncertainties,
such as statements of the  Partnership's  plans,  objectives,  expectations  and
intentions.  The cautionary  statements made in this Form 10-K should be read as
being applicable to all related forward-looking  statements wherever they appear
in this Form 10-K. The Partnership's actual results could differ materially from
those discussed here.

Outlook for the Future

Several factors may affect the Partnership's  operating  performance in 1996 and
beyond,  including  changes in the markets for the  Partnership's  equipment and
changes in the regulatory environment in which that equipment operates.

     The Partnership's operation of a diversified equipment portfolio in a broad
base of markets is intended to reduce its exposure to  volatility  in individual
equipment sectors.  In 1996, market conditions,  supply and demand  equilibrium,
and other factors varied in several  markets.  In the container and refrigerated
over-the-road trailer markets,  oversupply conditions,  industry consolidations,
and other  factors  resulted  in  falling  rates and lower  returns.  In the dry
over-the-road  trailer  markets,  strong  demand and a backlog of new  equipment
deliveries produced high utilization and returns.  The marine vessel,  rail, and
mobile  offshore  drilling  unit  markets  could  be  generally  categorized  by
increasing  rates as the demand for  equipment  is  increasing  faster  than new
additions net of retirements.  Finally, demand for narrowbody stage II aircraft,
such as those owned by the  Partnership,  has increased as expected savings from
newer  narrowbody  aircraft have not  materialized  and  deliveries of the newer
aircraft have slowed down. These different  markets have had individual  effects
on the  performance  of  Partnership  equipment  - in some  cases  resulting  in
declining performance, and in others, in improved performance.

     The ability of the  Partnership  to realize  acceptable  lease rates on its
equipment in the different equipment markets is contingent on many factors, such
as specific market conditions and economic activity, technological obsolescence,
governmental or other regulations,  and others. The  unpredictability of some of
these  factors,  or of their  occurrence,  makes it  difficult  for the  General
Partner to clearly define trends or influences  that may impact the  performance
of the Partnership's  equipment.  The General Partner continuously monitors both
the equipment  markets and the  performance  of the  Partnership's  equipment in
these  markets.  The  General  Partner  may make an  evaluation  to  reduce  the
Partnership's  exposure  to  equipment  markets in which it  determines  that it
cannot operate equipment and achieve acceptable rates of return.  Alternatively,
the General Partner may make a determination to enter equipment markets in which
it perceives  opportunities to profit from supply-demand  instabilities or other
market imperfections.

     The  Partnership  intends to use excess cash flow, if any, after payment of
expenses, loan principal, and cash distributions to acquire additional equipment
during the first  seven years of  Partnership  operations.  The General  Partner
believes these  acquisitions  may cause the  Partnership to generate  additional
earnings and cash flow for the Partnership.

(A)  Repricing and Reinvestment Risk

Certain portions of the  Partnership's  aircraft,  marine vessel,  railcar,  and
trailer  portfolios  will  be  remarketed  in 1997 as  existing  leases  expire,
exposing   the   Partnership   to   considerable   repricing   risk/opportunity.
Additionally,  the General  Partner may select to sell  certain  underperforming
equipment,  or equipment  whose  continued  operation  may become  prohibitively
expensive.  In either  case,  the  General  Partner  intends to re-lease or sell
equipment at  prevailing  market  rates;  however,  the General  Partner  cannot
predict  these  future  rates  with  any  certainty  at this  time,  and  cannot
accurately assess the effect of such activity on future Partnership performance.

(B)  Impact of Government Regulations on Future Operations

The General  Partner  operates the  Partnership's  equipment in accordance  with
current applicable regulations (see Item 1, Section E, Government  Regulations).
However, the continuing implementation of new or modified regulations by some of
the  authorities  mentioned  previously,  or others,  may  adversely  affect the
Partnership's  ability to continue to own or operate equipment in its portfolio.
Additionally,  regulatory  systems  vary  from  country  to  country,  which may
increase the burden to the Partnership of meeting regulatory  compliance for the
same equipment  operated between countries.  Currently,  the General Partner has
observed  rising  insurance  costs to operate  certain  vessels into U.S.  ports
resulting  from  implementation  of the U.S. Oil Pollution Act of 1990.  Ongoing
changes in the  regulatory  environment,  both in the U.S. and  internationally,
cannot be predicted  with any  accuracy,  and preclude the General  Partner from
determining  the impact of such  changes on  Partnership  operations  or sale of
equipment.

(C)  Additional Capital Resources and Distribution Levels

The Partnership's  initial contributed capital was composed of the proceeds from
its initial  offering,  supplemented  later by  permanent  debt in the amount of
$30.0 million and borrowings from the Committed Bridge Facility of $1.3 million.
The General  Partner has not  planned any  expenditures,  nor is it aware of any
contingencies, that would cause it to require any additional capital or debt (an
additional  $3.7  million  of debt is  allowable  under the  Partnership's  debt
agreement covenants) to that mentioned above.

     Pursuant to the Limited Partnership  Agreement,  the Partnership will cease
to reinvest surplus cash in additional  equipment  beginning in its seventh year
of operations which commences on January 1, 2000. The General Partner intends to
continue its  strategy of  selectively  redeploying  equipment,  throughout  the
reinvestment phase of the Partnership,  to achieve  competitive  returns. By the
end of this reinvestment  period,  the General Partner intends to have assembled
an equipment  portfolio  capable of achieving a level of operating cash flow for
the remaining life to the  Partnership  sufficient to meet its  obligations  and
sustain a predictable level of distributions to the partners.

     The General  Partner  believes the current  level of  distributions  can be
maintained throughout 1997 using cash from operations,  undistributed  available
cash from prior periods, and proceeds from sales or dispositions of equipment if
necessary.  Subsequent  to this period,  the General  Partner will  evaluate the
level of  distributions  the  Partnership  can sustain over extended  periods of
time,  and  together  with  other  considerations,   may  adjust  the  level  of
distributions accordingly. In the long term, the difficulty in predicting market
conditions precludes the General Partner from accurately  determining the impact
on liquidity or distribution levels.

     The  Partnership's  permanent debt obligation  begins to mature in November
2001. The General Partner  believes there will be sufficient cash flow available
in the future for repayment of debt.


ITEM 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial  statements  for the  Partnership  are listed on the Index to
Financial Statements included in Item 14(a) of this Annual Report.

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

     None.






















                      (this space left blank intentionally)


<PAGE>


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

As of the date of this Annual  Report,  the directors and executive  officers of
PLM  International  (and key  executive  officers  of its  subsidiaries)  are as
follows:
<TABLE>
<CAPTION>

 Name                                   Age                Position
 -------------------------------------- ------------------ -------------------------------------------------------

 <S>                                    <C>                <C>                                                   
 J. Alec Merriam                        61                 Director, Chairman of the Board, PLM International,
                                                           Inc.; Director, PLM Financial Services, Inc.

 Douglas P. Goodrich                    50                 Director and Senior Vice President, PLM
                                                           International; Director and President, PLM Financial
                                                           Services, Inc.; Senior Vice President, PLM
                                                           Transportation Equipment Corporation; President, PLM
                                                           Railcar Management Services, Inc.

 Walter E. Hoadley                      80                 Director, PLM International, Inc.

 Robert L. Pagel                        60                 Director, Chairman of the Executive Committee, PLM
                                                           International, Inc.; Director, PLM Financial
                                                           Services, Inc.

 Harold R. Somerset                     62                 Director, PLM International, Inc.

 Robert N. Tidball                      58                 Director, President and Chief Executive Officer, PLM
                                                           International, Inc.

 J. Michael Allgood                     48                 Vice President and Chief Financial Officer, PLM
                                                           International, Inc. and PLM Financial Services, Inc.

 Stephen M. Bess                        50                 President, PLM Investment Management, Inc.;
                                                           President, PLM Securities Corp.; Vice President, PLM
                                                           Financial Services, Inc.

 David J. Davis                         40                 Vice President and Corporate Controller, PLM
                                                           International and PLM Financial Services, Inc.

 Frank Diodati                          42                 President, PLM Railcar Management Services Canada
                                                           Limited.

 Steven O. Layne                        42                 Vice President, PLM Transportation Equipment
                                                           Corporation; Vice President and Director, PLM
                                                           Worldwide Management Services, Ltd.

 Stephen Peary                          48                 Senior Vice President, General Counsel and Secretary,
                                                           PLM International, Inc.; Vice President, General
                                                           Counsel and Secretary, PLM Financial Services, Inc.,
                                                           PLM Investment Management, Inc., PLM Transportation
                                                           Equipment Corporation; Vice President, PLM
                                                           Securities, Corp.

 Thomas L. Wilmore                      54                 Vice President, PLM Transportation Equipment
                                                           Corporation; Vice President, PLM Railcar Management
                                                           Services, Inc.

</TABLE>


<PAGE>


     J. Alec  Merriam was  appointed  Chairman of the Board of  Directors of PLM
International  in September  1990,  having served as a director  since  February
1988.  In October  1988,  he became a member of the  Executive  Committee of the
Board of  Directors of PLM  International.  From 1972 to 1988,  Mr.  Merriam was
Executive  Vice  President  and Chief  Financial  Officer  of  Crowley  Maritime
Corporation, a San Francisco area-based company engaged in maritime shipping and
transportation services.  Previously, he was Chairman of the Board and Treasurer
of LOA Corporation of Omaha,  Nebraska and served in various financial positions
with Northern Natural Gas Company, also of Omaha.

     Douglas P. Goodrich was elected to the Board of Directors in July 1996, and
appointed  Director and  President of PLM Financial  Services in June 1996,  and
appointed Senior Vice President of PLM International in March 1994. Mr. Goodrich
has also  served  as  Senior  Vice  President  of PLM  Transportation  Equipment
Corporation  since  July  1989,  and  as  President  of PLM  Railcar  Management
Services,  Inc. since  September 1992 having been a Senior Vice President  since
June 1987.  Mr.  Goodrich was an Executive  Vice  President of G.I.C.  Financial
Services  Corporation,  a subsidiary  of Guardian  Industries  Corp. of Chicago,
Illinois from December 1980 to September 1985.

     Dr. Hoadley joined PLM International's Board of Directors and its Executive
Committee in September, 1989. He served as a Director of PLM, Inc. from November
1982 to June 1984 and PLM  Companies,  Inc. from October 1985 to February  1988.
Dr.  Hoadley has been a Senior  Research  Fellow at the Hoover  Institute  since
1981.  He was  Executive  Vice  President  and Chief  Economist  for the Bank of
America  from  1968  to  1981,  and  Chairman  of the  Federal  Reserve  Bank of
Philadelphia  from 1962 to 1966.  Dr. Hoadley served as a Director of Transcisco
Industries, Inc. from 1988 through August of 1995.

     Robert L. Pagel was appointed  Chairman of the  Executive  Committee of the
Board of Directors of PLM  International  in September 1990,  having served as a
director  since  February  1988.  In  October  1988,  he  became a member of the
Executive  Committee of the Board of Directors of PLM  International.  From June
1990 to April 1991,  Mr. Pagel was President and Co-Chief  Executive  Officer of
The Diana Corporation,  a holding company traded on the New York Stock Exchange.
He is the former  President and Chief Executive  Officer of FanFair  Corporation
which  specializes in sports fans' gift shops. He previously served as President
and Chief Executive Officer of Super Sky International,  Inc., a publicly traded
company,  located in Mequon,  Wisconsin,  engaged in the manufacture of skylight
systems.  He was formerly Chairman and Chief Executive Officer of Blunt, Ellis &
Loewi,  Inc., a  Milwaukee-based  investment firm. Mr. Pagel retired from Blunt,
Ellis & Loewi in 1985  after a career  spanning  20 years in all  phases  of the
brokerage  and financial  industries.  Mr. Pagel has also served on the Board of
Governors of the Midwest Stock Exchange.

     Harold  R.   Somerset  was  elected  to  the  Board  of  Directors  of  PLM
International  in July 1994.  From February 1988 to December 1993, Mr.  Somerset
was  President  and Chief  Executive  Officer of  California  &  Hawaiian  Sugar
Corporation (C&H), a recently-acquired  subsidiary of Alexander & Baldwin,  Inc.
Mr.  Somerset joined C&H in 1984 as Executive Vice President and Chief Operating
Officer, having served on its Board of Directors since 1978, a position in which
he continues to serve.  Between 1972 and 1984,  Mr.  Somerset  served in various
capacities with Alexander & Baldwin,  Inc., a publicly-held land and agriculture
company headquartered in Honolulu,  Hawaii, including Executive Vice President -
Agricultures,  Vice President,  General Counsel and Secretary.  In addition to a
law degree from Harvard Law School,  Mr.  Somerset  also holds  degrees in civil
engineering from the Rensselaer  Polytechnic Institute and in marine engineering
from the U.S. Naval Academy. Mr. Somerset also serves on the Boards of Directors
for various other  companies  and  organizations,  including  Longs Drug Stores,
Inc., a publicly-held company.

     Robert N. Tidball was appointed  President and Chief  Executive  Officer of
PLM  International  in  March  1989.  At the  time  of his  appointment,  he was
Executive Vice President of PLM International.  Mr. Tidball became a director of
PLM  International in April 1989 and a member of the Executive  Committee of the
Board of  Directors of PLM  International  in September  1990.  Mr.  Tidball was
elected President of PLM Railcar Management Services,  Inc. in January 1986. Mr.
Tidball was Executive Vice President of Hunter Keith, Inc., a  Minneapolis-based
investment banking firm, from March 1984 to January 1986. Prior to Hunter Keith,
Inc., he was Vice President,  a General Manager and a Director of North American
Car  Corporation,  and a Director  of the  American  Railcar  Institute  and the
Railway Supply Association.

     J. Michael Allgood was appointed Vice President and Chief Financial Officer
of PLM  International  in October 1992.  Between July 1991 and October 1992, Mr.
Allgood was a consultant  to various  private and public  sector  companies  and
institutions  specializing  in financial  operational  systems  development.  In
October 1987, Mr. Allgood  co-founded  Electra  Aviation Limited and its holding
company,  Aviation  Holdings  Plc of London  where he served as Chief  Financial
Officer until July 1991.  Between June 1981 and October 1987, Mr. Allgood served
as a First Vice President with American Express Bank, Ltd. In February 1978, Mr.
Allgood  founded  and until June 1981,  served as a director  of Trade  Projects
International/Philadelphia  Overseas  Finance  Company,  a  joint  venture  with
Philadelphia National Bank. From March 1975 to February 1978, Mr. Allgood served
in various capacities with Citibank, N.A.

     Stephen M. Bess was appointed  President of PLM  Securities,  Corp. in June
1996 and President of PLM  Investment  Management,  Inc. in August 1989,  having
served as Senior Vice President of PLM Investment Management,  Inc. beginning in
February  1984 and as  Corporate  Controller  of PLM  Financial  Services,  Inc.
beginning in October 1983. Mr. Bess served as Corporate Controller of PLM, Inc.,
beginning  in December  1982.  Mr. Bess was Vice  President-Controller  of Trans
Ocean Leasing  Corporation,  a container leasing company,  from November 1978 to
November  1982,  and Group Finance  Manager with the Field  Operations  Group of
Memorex Corp., a manufacturer  of computer  peripheral  equipment,  from October
1975 to November 1978.

     David  J.  Davis  was  appointed  Vice  President  and  Controller  of  PLM
International  in January 1994.  From March 1993 through January 1994, Mr. Davis
was engaged as a consultant for various firms,  including PLM. Prior to that Mr.
Davis was Chief Financial Officer of LB Credit Corporation in San Francisco from
July  1991 to March  1993.  From  April  1989 to May  1991,  Mr.  Davis was Vice
President and Controller for ITEL Containers International Corporation which was
located  in San  Francisco.  Between  May 1978 and April  1989,  Mr.  Davis held
various positions with Transamerica Leasing Inc., in New York, including that of
Assistant Controller for their rail leasing division.

     Frank Diodati was appointed  President of PLM Railcar  Management  Services
Canada  Limited in 1986.  Previously,  Mr.  Diodati was Manager of Marketing and
Sales for G.E. Railcar Services Canada Limited.

     Steven O. Layne was appointed Vice President,  PLM Transportation Equipment
Corporation's  Air Group in November  1992, and was appointed Vice President and
Director of PLM Worldwide Management Services, Ltd. in September 1995. Mr. Layne
was PLM  Transportation  Equipment  Corporation's  Vice President,  Commuter and
Corporate  Aircraft  beginning in July 1990. Prior to joining PLM, Mr. Layne was
the Director,  Commercial  Marketing for Bromon  Aircraft  Corporation,  a joint
venture of General Electric  Corporation and the Government  Development Bank of
Puerto Rico.  Mr. Layne is a Major in the United  States Air Force  Reserves and
senior pilot with 13 years of accumulated service.

     Stephen Peary became Vice President,  Secretary, and General Counsel of PLM
International  in February  1988 and Senior Vice  President  in March 1994.  Mr.
Peary was Assistant General Counsel of PLM Financial Services,  Inc. from August
1987  through  January  1988.  Previously,  Mr. Peary was engaged in the private
practice of law in San  Francisco.  Mr. Peary is a graduate of the University of
Illinois,  Georgetown  University Law Center, and Boston University  (Masters of
Taxation Program).

     Thomas L. Wilmore was appointed Vice  President - Rail, PLM  Transportation
Equipment Corporation, in March 1994 and has served as Vice President, Marketing
for PLM Railcar Management Services,  Inc. since May 1988. Prior to joining PLM,
Mr. Wilmore was Assistant Vice President  Regional Manager for MNC Leasing Corp.
in Towson, Maryland from February 1987 to April 1988. From July 1985 to February
1987,  he was  President  and Co-Owner of Guardian  Industries  Corp.,  Chicago,
Illinois,  and between December 1980 and July 1985, Mr. Wilmore was an Executive
Vice President for its subsidiary,  G.I.C.  Financial Services Corporation.  Mr.
Wilmore  also served as Vice  President  of Sales for Gould  Financial  Services
located in Rolling Meadows, Illinois from June 1978 to December 1980.

     The  directors  of the General  Partner are elected for a one-year  term or
until  their  successors  are  elected  and  qualified.   There  are  no  family
relationships  between  any  director  or any  executive  officer of the General
Partner.

ITEM 11. EXECUTIVE COMPENSATION

     The  Partnership has no directors,  officers or employees.  The Partnership
has no pension, profit sharing,  retirement or similar benefit plan in effect as
of December 31, 1996.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     (a) Security Ownership of Certain Beneficial Owners

         The  General  Partner is  generally  entitled  to a 5%  interest in the
         profits and losses and  distributions of the  Partnership.  At December
         31, 1996, no investor was known by the General  Partner to beneficially
         own more than 5% of the Units of the Partnership.

     (b) Security Ownership of Management

         Neither  the  General  Partner  and its  affiliates  nor any  executive
         officer or director of the General  Partner and its  affiliates own any
         Units of the Partnership as of December 31, 1996.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     (a) Transactions with Management and Others

         During 1996, the Partnership  paid or accrued the following fees to FSI
         or its  affiliates:  management  fees  -  $1,363,000.  The  Partnership
         reimbursed FSI and/or its affiliates  $953,000 for  administrative  and
         data processing  services  performed on behalf of the Partnership.  The
         Partnership paid Transportation Equipment Indemnity Company Ltd. (TEI),
         a wholly owned, Bermuda-based subsidiary of PLM International, $186,000
         for insurance coverages during 1996 substantially all of which was paid
         to third party reinsurance underwriters or placed in risk pools managed
         by TEI on behalf of affiliated partnerships and PLM International which
         provide threshold  coverages on marine vessel loss of hire and hull and
         machinery damage. All pooling  arrangement funds are either paid out to
         cover applicable losses or refunded pro rata by TEI.

         During 1996,  the USPE's paid or accrued the  following  fees to FSI or
         its  affiliates  (based  on the  Partnership's  proportional  share  of
         ownership):   management  fees  -  $305,000;  administrative  and  data
         processing services - $113,000;  equipment  acquisition fees - $978,000
         and lease  negotiation  fees -  $217,000.  The  USPE's did not make any
         payments to TEI for insurance coverages during 1996

     (b) Certain Business Relationships

         None.

     (c) Indebtedness of Management

         None.

     (d) Transactions With Promoters

         None.



<PAGE>


                                     PART IV

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

     (a) 1.   Financial Statements

              The  financial  statements  listed  in the  accompanying  Index to
              Financial Statements are filed as part of this Annual Report.

     (b) Reports on Form 8-K

              None.

     (c) Exhibits

      4.      Limited  Partnership  Agreement of  Partnership.  Incorporated  by
              reference to the Partnership's  Registration Statement on Form S-1
              (Reg. No. 33-40093) which became effective with the Securities and
              Exchange Commission on December 23, 1991.

      10.1    Management   Agreement  between  Partnership  and  PLM  Investment
              Management,  Inc.  Incorporated by reference to the  Partnership's
              Registration  Statement  on Form S-1  (Reg.  No.  33-40093)  which
              became  effective with the  Securities and Exchange  Commission on
              December 23, 1991.

      10.2    Note Agreement,  dated as of August 1, 1993 regarding  $30,000,000
              6.7% senior notes due November 17, 2003.

      10.3    Second Amended and restated Warehousing Credit Agreement, dated as
              of May 31, 1996 with First Union National Bank of North Carolina.

      10.4    Amendment No. 1 to Second Amended and restated  Warehousing Credit
              Agreement,  dated as of November 5, 1996 with First Union National
              Bank of North Carolina.

      24.Powers of Attorney.










                     (This space intentionally left blank.)



<PAGE>



                                                    SIGNATURES

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

     The  Partnership  has no  directors or  officers.  The General  Partner has
signed on behalf of the Partnership by duly authorized officers.


Dated: March 11, 1997                    PLM EQUIPMENT GROWTH FUND VI
                                         PARTNERSHIP

                                         By:      PLM Financial Services, Inc.
                                                  General Partner



                                         By:      /s/ Douglas P. Goodrich
                                                  ----------------------------
                                                  Douglas P. Goodrich
                                                  President and Director



                                         By:      /s/ David J. Davis
                                                  ----------------------------
                                                  David J. Davis
                                                  Vice President and
                                                  Corporate Controller




Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following  directors of the  Partnership's  General
Partner on the dates indicated.


Name                                 Capacity                       Date



*_______________________
J. Alec Merriam                   Director - FSI               March 11, 1997


*_______________________
Robert L. Pagel                   Director - FSI               March 11, 1997






* Stephen Peary,  by signing his name hereto,  does sign this document on behalf
of the persons  indicated  above pursuant to powers of attorney duly executed by
such persons and filed with the Securities and Exchange Commission.


/s/ Stephen Peary
--------------------
Stephen Peary
Attorney-in-Fact


<PAGE>


                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)

                          INDEX TO FINANCIAL STATEMENTS

                                  (Item 14(a))


                                                                         Page

Report of Independent Auditors                                             29

Balance sheets as of December 31, 1996 and 1995                            30

Statements of operations for the years ended December 31, 1996,
     1995, and 1994                                                        31

Statements of changes in partners' capital for the years
     ended December 31, 1996, 1995, and 1994                               32

Statements of cash flows for the years ended December 31, 1996
     1995, and 1994                                                        33

Notes to financial statements                                         33 - 43



All other  financial  statement  schedules  have been  omitted  as the  required
information  is not pertinent to the  Registrant or is not material,  or because
the  information  required  is included in the  financial  statements  and notes
thereto.



<PAGE>


                         REPORT OF INDEPENDENT AUDITORS


The Partners
PLM Equipment Growth Fund VI:


We have audited the  financial  statements  of PLM  Equipment  Growth Fund VI as
listed  in the  accompanying  index to  financial  statements.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the 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 PLM Equipment Growth Fund VI as
of December 31, 1996 and 1995,  and the results of its  operations  and its cash
flows for each of the years in the three-year period ended December 31, 1996, in
conformity with generally accepted accounting principles.


/S/ KPMG PEAT MARWICK LLP
-----------------------------

SAN FRANCISCO, CALIFORNIA
February 28, 1997





<PAGE>



                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)

                                 BALANCE SHEETS
                                  December 31,
                             (Dollars in thousands)


                                     ASSETS
<TABLE>
<CAPTION>

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

   <S>                                                                            <C>                  <C>         
   Equipment held for operating leases, at cost                                   $    109,551         $    106,453
   Less accumulated depreciation                                                       (46,544 )            (41,382 )
                                                                                  ------------------------------------
                                                                                        63,007               65,071
   Equipment held for sale                                                                  --               14,607
                                                                                  ----------------------------------
     Net equipment                                                                      63,007               79,678

   Cash and cash equivalents                                                             3,017                2,600
   Restricted cash                                                                       1,285                1,298
   Investments in unconsolidated special purpose entities                               42,119               32,023
   Accounts receivable, net of allowance for doubtful accounts of
     $1,188 in 1996 and $245 in 1995                                                     3,253                3,374
   Net investment in direct finance lease                                                  254                   --
   Prepaid expenses                                                                        241                  227
   Lease negotiation fees to affiliate, net of accumulated
     amortization of $291 in 1996 and $950 in 1995                                         139                  189
   Debt issuance costs, net of accumulated amortization
     of $45 in 1996 and $30 in 1995                                                        107                  122
   Debt placement fees of affiliate, net of accumulated
     amortization of $45 in 1996 and $30 in 1995                                           103                  118
   Equipment acquisition deposits                                                           --                2,328
                                                                                  ------------------------------------
       Total assets                                                               $    113,525         $    121,957
                                                                                  ====================================

                                  LIABILITIES AND PARTNERS' CAPITAL

   Liabilities:

     Accounts payable and accrued expenses                                        $      1,048         $        852
     Due to affiliates                                                                   2,177                2,784
     Lessee deposits and reserve for repairs                                             3,224                2,891
     Short term note payable                                                             1,286                   --
     Note payable                                                                       30,000               30,000
                                                                                  ------------------------------------
       Total liabilities                                                                37,735               36,527

   Partners' capital:

     Limited Partners (8,286,966 Depositary Units in 1996
         8,318,247 Depositary Units in 1995)                                            75,790               85,430
     General Partner                                                                        --                   --
                                                                                  ------------------------------------
       Total partners' capital                                                          75,790               85,430
                                                                                  ------------------------------------
       Total liabilities and partners' capital                                    $    113,525         $    121,957
                                                                                  ====================================
</TABLE>



                       See accompanying notes to financial
                                  statements.


<PAGE>



                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)

                            STATEMENTS OF OPERATIONS
                        For the years ended December 31,
               (In thousands of dollars, except per unit amounts)
<TABLE>
<CAPTION>



                                                                     1996             1995             1994
                                                                ------------------------------------------------
   Revenues:

     <S>                                                        <C>               <C>               <C>       
     Lease revenue                                              $     23,592      $    32,878       $  32,949 
     Interest and other income                                           630              439             223
     Net gain on disposition of equipment                              7,214              128           4,295
                                                                ------------------------------------------------
   Total revenues                                                     31,436           33,445          37,467

   Expenses:

     Depreciation and amortization                                    12,394           21,993          25,838
     Management fees to affiliate                                      1,363            1,775           1,760
     Repairs and maintenance                                           3,085            3,108           2,719
     Interest expense                                                  2,339            2,044           2,016
     Marine equipment operating expenses                               3,775            3,245           2,963
     Insurance expense to affiliate                                      186              603             531
     Other insurance expense                                             694              547             510
     General and administrative expenses
       to affiliates                                                     953            1,161             806
     Other general and administrative expenses                           766              684             780
     Loss on revaluation of equipment                                     --               --           1,175
     Bad debt expense                                                  1,016              259              49
                                                                ------------------------------------------------
   Total expenses                                                     26,571           35,419          39,147
                                                                ------------------------------------------------

   Equity in net income of unconsolidated
     special purpose entities                                          3,426               --              --

                                                                ------------------------------------------------
   Net income (loss)                                            $      8,291      $    (1,974 )     $  (1,680 ) 
                                                                ================================================

   Partners' share of net income (loss):

     Limited Partners                                           $      7,418      $    (2,850 )     $  (2,556 )  
     General Partner                                                     873              876             876
                                                                ================================================
   Total                                                        $      8,291      $    (1,974 )     $  (1,680 ) 
                                                                ================================================

   Net income (loss) per weighted average Depositary Unit:
     (8,292,853 Units at December 31, 1996,
                                                                ================================================
      8,318,247 Units at December 31, 1995 and 1994)            $       0.89      $     (0.34 )     $   (0.31 ) 
                                                                ================================================

   Cash distributions                                           $     17,467      $    17,518       $  17,537  
                                                                ================================================

   Cash distribution per weighted average
      Depositary Unit                                           $       2.00      $      2.00       $    2.00  
                                                                ================================================

</TABLE>


                       See accompanying notes to financial
                                  statements.


<PAGE>



                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)

                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
              For the years ended December 31, 1996, 1995, and 1994
                                 (in thousands)
<TABLE>
<CAPTION>



                                                      Limited            General
                                                      Partners           Partners             Total
                                                   -----------------------------------------------------

   <S>                                              <C>                  <C>              <C>            
   Partners' capital at December 31, 1993           $   124,139          $      --        $    124,139   

   Net income (loss)                                     (2,556 )              876              (1,680 )

   Cash distributions                                   (16,661 )             (876 )           (17,537 )
                                                    ----------------------------------------------------

   Partners' capital at December 31, 1994               104,922                 --             104,922

   Net income (loss)                                     (2,850 )              876              (1,974 )

   Cash distributions                                   (16,642 )             (876 )           (17,518 )
                                                    ----------------------------------------------------

   Partners' capital at December 31, 1995                85,430                 --              85,430

   Net income                                             7,418                873               8,291

   Repurchase of Depositary Units                          (464 )               --                (464 )

   Cash distributions                                   (16,594 )             (873 )           (17,467 )
                                                    ----------------------------------------------------

   Partners' capital at December 31, 1996           $    75,790          $      --        $     75,790    
                                                    ====================================================

</TABLE>

























                       See accompanying notes to financial
                                  statements.


<PAGE>




                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                            STATEMENTS OF CASH FLOWS
                        for the years ended December 31,
                                 (In thousands)
<TABLE>
<CAPTION>

                                                                                   1996          1995           1994
                                                                               ------------------------------------------
  <S>                                                                           <C>           <C>            <C>        
  Operating activities:
  Net income (loss)                                                             $   8,291     $   (1,974 )   $  (1,680 )
    Adjustments to reconcile net income (loss)
        to net cash provided by operating activities:
      Net gain on disposition of equipment                                         (7,214 )         (128 )      (4,295 )
      Equity in net income from unconsolidated special purpose entities            (3,426 )           --            --
      Depreciation and amortization                                                12,394         21,993        25,838
      Loss on revaluation of equipment                                                 --             --         1,175
      Changes in operating assets and liabilities:
        Decrease (increase) in restricted cash                                         13           (551 )           3
        Decrease (increase) in accounts receivable                                    160           (711 )      (1,763 )
        (Increase) decrease in prepaid expenses                                       (14 )           46           (28 )
        Increase in accounts payable and accrued expenses                             196            387           109
        Increase (decrease) in due to affiliates                                      217            (59 )        (889 )
        Increase in lessee deposits and reserve for repairs                           448            914         1,012
                                                                                -----------------------------------------
  Net cash provided by operating activities                                        11,065         19,917        19,482
                                                                                -----------------------------------------

  Investing activities:
    Payments for purchase of equipment                                            (13,927 )       (4,688 )     (10,088 )
    Investment in and equipment purchased and placed in
       unconsolidated special purpose entities                                    (26,287 )           --            --
    Distributions from unconsolidated special purpose entities                      7,941             --            --
    Liquidation distribution from
       unconsolidated special purpose entities                                     11,677             --            --
    Payments of acquisition fees to affiliate                                        (675 )         (194 )      (1,817 )
    Payments for equipment acquisition deposits                                        --         (1,880 )          --
    Principal payments received on direct finance lease                                41             --            --
    Payments of lease negotiation fees to affiliate                                  (152 )          (43 )        (404 )
    Proceeds from disposition of equipment                                         27,379          1,038        13,368
                                                                                -----------------------------------------
  Net cash provided (used in) by investing activities                               5,997         (5,767 )       1,059
                                                                                -----------------------------------------

  Financing activities:
    Increase in due to affiliates                                                      --             --            15
    Proceeds from short-term-note payable                                          12,506             --            --
    Payments of short-term note payable                                           (11,220 )           --            --
    Cash distributions paid to General Partner                                       (873 )           --            --
    Cash distributions paid to Limited Partners                                   (16,594 )      (17,518 )     (17,537 )
    Repurchase of depositary units                                                   (464 )           --            --
    Payment of debt placement fees to affiliates                                       --             --          (148 )
                                                                                -----------------------------------------
  Net cash used in by financing activities                                        (16,645 )      (17,518 )     (17,670 )
                                                                                -----------------------------------------

  Net increase (decrease) in cash and cash equivalents                                417         (3,368 )       2,871
  Cash and cash equivalents at beginning of year (see note 2)                       2,600          6,246         3,375
                                                                                -----------------------------------------
  Cash and cash equivalents at end of year                                      $   3,017     $    2,878     $   6,246
                                                                                =========================================

  Supplemental information:
    Interest paid                                                               $   2,513     $    1,869     $   2,010
                                                                                =========================================
  Supplemental disclosure of noncash investing and financing activities:
  Sales proceeds included in accounts receivable                                $      38     $       --     $      --
                                                                                =========================================
</TABLE>

                       See accompanying notes to financial
                                  statements.


<PAGE>


                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1996

1.   Basis of Presentation

     Organization

     PLM  Equipment  Growth  Fund  VI, a  California  limited  partnership  (the
     Partnership),  was formed on April 17,  1991,  to engage in the business of
     owning and leasing primarily used transportation  equipment.  PLM Financial
     Services,  Inc. (FSI) is the General Partner of the  Partnership.  FSI is a
     wholly-owned subsidiary of PLM International, Inc. (PLM International). The
     Partnership  offering became  effective on December 23, 1991, and closed on
     May 24, 1993.

         The Partnership will terminate on December 31, 2011,  unless terminated
     earlier upon sale of all equipment or by certain other events. Beginning in
     the Partnership's seventh year of operations, which commences on January 1,
     2000, the General Partner will stop reinvesting  excess cash if any, which,
     less reasonable reserves, will be distributed to the Partners. Beginning in
     the Partnership's ninth year of operations,  the General Partner intends to
     begin an orderly  liquidation  of the  Partnership's  assets.  The  General
     Partner anticipates that the liquidation of the assets will be completed by
     the end of the Partnership's tenth year of operations.

         FSI manages the affairs of the  Partnership.  The net income (loss) and
     distributions of the Partnership are generally allocated 95% to the Limited
     Partners  and 5% to  the  General  Partner  (see,  Net  Income  (Loss)  per
     Depositary Unit,  below). The General Partner is also entitled to receive a
     subordinated  incentive  fee after the Limited  Partners  receive a minimum
     return on, and a return of, their invested capital.

         The Partnership  Agreement includes  provisions for a reinvestment plan
     and a  redemption  obligation.  The General  Partner  has  adopted  certain
     provisions  of the  reinvestment  plan  whereby  investors  were allowed to
     purchase   newly-issued   units  using  cash   distributions  made  by  the
     Partnership  during the original  offering period.  The General Partner has
     determined that it will not expand the reinvestment  plan to allow Partners
     to repurchase  outstanding units after the original  offering period.  Upon
     the conclusion of the 30-month period immediately following the termination
     of the offering, the Partnership may be obligated to redeem up to 2% of the
     outstanding  units  each  year.  The  purchase  price to be  offered by the
     Partnership  for  outstanding  units  will be equal  to 110% of the  amount
     Unitholders  paid for the  units,  less the  amount  of cash  distributions
     Unitholders have received  relating to such units. As of December 31, 1996,
     the Partnership had repurchased  31,281 Depositary Units for $464,000 (none
     at December 31, 1995).

         At  December   31,  1996,   the   Partnership   agreed  to   repurchase
     approximately  54,000 Units for an aggregate  price of  approximately  $0.7
     million.   The  General  Partner  anticipates  that  these  Units  will  be
     repurchased in the first and second quarters of 1997.

         These  financial  statements have been prepared on the accrual basis of
     accounting in accordance  with generally  accepted  accounting  principles.
     This requires  management to make estimates and assumptions 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 revenues and  expenses  during the  reporting  period.
     Actual results could differ from those estimates.

     Operations

     The equipment of the Partnership is managed,  under a continuing management
     agreement,  by  PLM  Investment  Management,  Inc.  (IMI),  a  wholly-owned
     subsidiary of the General  Partner.  IMI receives a monthly  management fee
     from the  Partnership  for  managing  the  equipment  (see Note 3). FSI, in
     conjunction with its  subsidiaries,  syndicates  investor  programs,  sells
     transportation  equipment to investor  programs and third parties,  manages
     pools of transportation  equipment under agreements with investor programs,
     and is a General Partner of other Limited Partnerships.


                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1996

1.   Basis of Presentation (continued)

     Accounting for Leases

     The Partnership's leasing operations generally consist of operating leases.
     Under  the  operating  lease  method of  accounting,  the  leased  asset is
     recorded at cost and  depreciated  over its estimated  useful life.  Rental
     payments  are recorded as revenue  over the lease term.  Lease  origination
     costs  are   capitalized   and  amortized  over  the  term  of  the  lease.
     Periodically,  the  Partnership  leases  equipment  with  lease  terms that
     qualify for direct finance lease classification as required by Statement of
     Financial Accounting Standards No. 13 (SFAS 13).

     Depreciation and Amortization

     Depreciation  of  transportation  equipment  held for  operating  leases is
     computed  on the 200%  declining  balance  method,  taking  a full  month's
     depreciation in the month of acquisition, based upon estimated useful lives
     of 15 years for railcars and 12 years for all other types of equipment. The
     depreciation  method is changed to straight-line  when annual  depreciation
     expense using the straight line method exceeds that  calculated by the 200%
     declining balance method.  Acquisition fees and acquisition costs have been
     capitalized as part of the cost of the equipment.  Lease  negotiation  fees
     are amortized over the initial  equipment  lease term.  Debt issuance costs
     and debt  placement  fees are amortized over the term of the loan for which
     they were paid. Major  expenditures which are expected to extend the useful
     lives or reduce future operating expenses of equipment are capitalized.

     Transportation Equipment

     In March 1995,  the  Financial  Accounting  Standards  Board (FASB)  issued
     Statement No. 121,  "Accounting for the Impairment of Long-Lived Assets and
     for  Long-Lived  Assets to be  Disposed  Of" (SFAS 121).  This  standard is
     effective for years  beginning  after  December 15, 1995.  The  Partnership
     adopted SFAS 121 during  1996,  the effect of which was not material as the
     method previously employed by the Partnership was consistent with SFAS 121.
     In accordance with SFAS 121, the General Partner reviews the carrying value
     of the  Partnership's  equipment at least  annually in relation to expected
     future market conditions for the purpose of assessing recoverability of the
     recorded  amounts.  If projected  future lease revenue plus residual values
     are less than the carrying value of the equipment, a loss on revaluation is
     recorded.  There were no  reductions  to the  carrying  value of  equipment
     required during 1996.

         Equipment held for operating  leases is stated at cost.  Equipment held
     for sale is stated at the lower of the equipment's depreciated cost or fair
     value less cost to sell and, is subject to a pending contract for sale.

     Investments in Unconsolidated Special Purpose Entities

     The Partnership has interests in  unconsolidated  special purpose  entities
     which own transportation equipment. These interests are accounted for using
     the equity method.

         The Partnership's investment in unconsolidated special purpose entities
     includes  acquisition and lease negotiation fees paid by the Partnership to
     PLM Transportation  Equipment  Corporation (TEC). The Partnership's  equity
     interest in net income of unconsolidated special purpose entities (USPE) is
     reflected  net  of  management   fees  paid  or  payable  to  IMI  and  the
     amortization of acquisition and lease negotiation fees paid to TEC.

     Repairs and Maintenance

     Maintenance costs are usually the obligation of the lessee. If they are not
     covered by the lessee,  they are charged  against  operations  as incurred.
     Estimated costs associated with marine vessel

<PAGE>

                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1996

1.   Basis of Presentation (continued)

     Repairs and Maintenance (continued)

     drydockings are accrued and charged to income ratably over the period prior
     to such dry docking.  The reserve  account is included in the balance sheet
     as lessee deposits and reserve for repairs.

     Net Income (Loss) and Distributions per Depositary Unit

     The net income (loss) and  distributions  of the  Partnership are generally
     allocated 95% to the Limited Partners and 5% to the General Partner.  Gross
     income in each year is specially  allocated  to the General  Partner to the
     extent,  if any,  necessary  to cause the  capital  account  balance of the
     General  Partner  to be zero as of the  close  of such  year.  The  Limited
     Partners'  net income  (loss) and  distributions  are  allocated  among the
     Limited  Partners  based on the number of  Depositary  Units  owned by each
     Limited  Partner and on the number of days of the year each Limited Partner
     is in the  Partnership.  The Partnership has computed net income (loss) per
     Depositary  Unit  beginning  in the first  full year  after  closing of the
     offering.

         Cash  distributions  are  recorded  when paid.  Cash  distributions  to
     investors in excess of net income are  considered  to represent a return of
     capital.  Cash distributions to the Limited Partners of $9,176,000 in 1996,
     were  deemed  to be a return  of  capital.  All cash  distributions  to the
     Limited Partners in 1995 and 1994 were deemed to be a return of capital.

         Cash distributions of $2,584,000, $2,598,000, and $2,605,000 related to
     the fourth quarter of 1996, 1995, and 1994, respectively,  were paid or are
     payable  during  January and February  1997,  1996, or 1995,  respectively,
     depending  or  whether  the  Unitholder  elected  to  receive a monthly  or
     quarterly distribution check.

     Cash and Cash Equivalents

     The  Partnership  considers  highly  liquid  investments  that are  readily
     convertible  to known  amounts of cash with  original  maturities  of three
     months or less as cash equivalents.

     Restricted Cash

     At December 31, 1996 and 1995,  restricted cash represented lessee security
     deposits held by the Partnership.

     Reclassification

     Certain  amounts  in the 1995  and  1994  financial  statements  have  been
     reclassified to conform to the 1996 presentation.

2.   Investments in Unconsolidated Special Purpose Entities (USPE)

     During the second half of 1995, the Partnership began to increase the level
     of its participation in the ownership of large-ticket transportation assets
     to be owned and operated jointly with affiliated programs.
     This trend continued during 1996.

         Prior to 1996,  the  Partnership  accounted  for  operating  activities
     associated  with joint ownership of  transportation  equipment as undivided
     interests,  including  its  proportionate  share of each asset with similar
     wholly-owned assets in its financial  statements.  Under generally accepted
     accounting principles,  the effects of such activities, if material, should
     be reported  using the equity method of  accounting.  Therefore,  effective
     January 1, 1996, the  Partnership  adopted the equity method to account for
     its investment in such jointly-held assets.

<PAGE>

                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1996

2.   Investments in Unconsolidated Special Purpose Entities (continued)

         The principle  differences  between the previous  accounting method and
     the equity method  relate to the  presentation  of  activities  relating to
     these assets in the  statement  of  operations.  Whereas,  under the equity
     method of accounting the Partnership's  proportionate share is presented as
     a single net amount, "equity in net income (loss) of unconsolidated special
     purpose entities," under the previous method,  the Partnership's  statement
     of operations  reflected its proportionate share of each individual item of
     revenue and expense.  Accordingly, the effect of adopting the equity method
     of accounting  has no cumulative  effect on previously  reported  partner's
     capital  or on the  Partnership's  net  income  (loss)  for the  period  of
     adoption.  Because the effects on previously issued financial statements of
     applying the equity method of accounting to  investments  in  jointly-owned
     assets are not considered to be material to such financial statements taken
     as a whole,  previously issued financial statements have not been restated.
     However,  certain items have been  reclassified  in the  previously  issued
     balance sheet to conform to the current period presentation.  The beginning
     cash and cash  equivalent  for 1996 is  different  from the ending cash and
     cash  equivalent  for  1995  on the  statement  of cash  flows  due to this
     reclassification.

         During 1996,  the  Partnership  purchased an interest in a trust owning
     five commercial aircraft for $11.2 million, an interest in an entity owning
     two  commercial  aircraft on a direct finance lease for $4.6 million and an
     interest in an entity owning a rig (the  remaining  interest is held by two
     affiliated  partnerships)  for $5.9  million and incurred  acquisition  and
     lease negotiation fees of $1.2 million to PLM Worldwide Management Services
     (WMS), an affiliate of the General Partner.  The Partnership also purchased
     a 50% ownership interest in an entity owning a marine vessel (the remaining
     interest is held by an affiliated  partnership) for $4.0 million  including
     acquisition and lease  negotiation fees of $0.2 million incurred to TEC for
     this equipment.  The Partnership made a deposit of $0.4 million toward this
     purchase  which  is  included  in  the  balance  sheet  as  investments  in
     unconsolidated special purpose entities at December 31, 1995.

         The  following  summarizes  the financial  information  for the special
     purpose entities and the  Partnership's  interest therein as of and for the
     year ended December 31, 1996 (in thousands):

                                                         Net
                                        Total        Interest of
                                        USPE             the
                                                     Partnership
                                     ------------------------------

    Net Investments                $      97,980   $       42,119
    Revenues                              24,157            8,728
    Net Income                             5,955            3,426

         The net investments in USPE's at December 31, 1996 and 1995 include the
     following  jointly-owned equipment (and related assets and liabilities) (in
     thousands):
<TABLE>
<CAPTION>

                                                                                         1996            1995
                                                                                    -----------------------------
     <S>                                                                            <C>             <C>       
     64% interest in a trust owning a 767-200ER commercial aircraft                 $   15,453      $   18,674
     14% interest in a trust that owns seven commercial aircraft (see note
               below)                                                                       --           3,962
     17% interest in a trust that owns six commercial aircraft (see note
               below)                                                                    2,583              --
     50% interest in a trust that owns four commercial aircraft (see note
               below)                                                                    8,410              --
     45% interest in an entity owning a mobile offshore drilling unit                       --           6,633
     50% interest in an entity owning a container feeder vessel                          3,197             378
     20% interest in an entity owning a handymax bulk carrier                            1,851           2,376
     30% interest in an entity owning a mobile offshore drilling unit                    6,196              --
     40% interest in two commercial aircraft on direct finance lease                     4,429              --
                                                                                    -----------------------------
       Net investments                                                              $   42,119      $   32,023
                                                                                    =============================
</TABLE>
  
<PAGE>

                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1996

2.   Investments in Unconsolidated Special Purpose Entities (continued)

         The Partnership has interests in two USPE's that own multiple  aircraft
     (the Trusts). These Trusts contain provisions, under certain circumstances,
     for allocating specific aircraft to the beneficial owners. During September
     1996, PLM Equipment Growth Fund V, an affiliated partnership which also has
     an interest in the Trust,  renegotiated  its senior loan  agreement and was
     required, for loan collateral purposes, to withdraw the aircraft designated
     to it from the Trust.  The result for the  Partnership  was to restate  the
     ownership  in the trust from 14% to 17%.  This  change has no effect on the
     income or loss recognized during 1996.

         Also  during  1996,  the General  Partner  sold the  Partnership's  45%
     interest in the entity  which  owned the rig.  The  Partnership  received a
     liquidating  distribution  of $11.7 million for its net  investment of $5.9
     million.

3.   General Partner and Transactions with Affiliates

     An officer of PLM Securities Corp. (PLM Securities) contributed $100 of the
     Partnership's  initial capital.  Under the equipment management  agreement,
     IMI,  subject to certain  reductions,  receives  a monthly  management  fee
     attributable  to either owned  equipment or interests in equipment owned by
     the USPE's equal to the lesser of (i) the fees which would be charged by an
     independent  third party for similar services for similar equipment or (ii)
     the sum of (A) 5% of the Gross Lease  Revenues  attributable  to  Equipment
     which is subject to Operating  Leases,  (B) 2% of the Gross Lease Revenues,
     as defined in the agreement which is subject to Full Payout Net Leases, and
     (C) 7% of the Gross Lease Revenues  attributable to Equipment for which IMI
     provides both management and additional  services relating to the continued
     and active  operation of program  Equipment such as on-going  marketing and
     re-leasing  of  Equipment,  hiring or  arranging  for the hiring of crew or
     operating  personnel  for  equipment  and  similar  services.   Partnership
     management fees payable were $260,000 and $390,000 at December 31, 1996 and
     1995,  respectively.   The  Partnership's   proportional  share  of  USPE's
     management fees of $27,000, and $0 were payable as of December 31, 1996 and
     1995,  respectively.   The  Partnership's   proportional  share  of  USPE's
     management  fees  expense  during 1996 was  $305,000.  An  affiliate of the
     General  Partner was  reimbursed  for data  processing  and  administrative
     expenses  directly  attributable  to  the  Partnership,  in the  amount  of
     $953,000,  $1,161,000,  and $806,000 in 1996, 1995, and 1994, respectively.
     The  Partnership's   proportional  share  of  USPE's  data  processing  and
     administrative expenses was $113,000 during 1996.

         The  Partnership  did not  incur any lease  negotiation  and  equipment
     acquisition  fees during 1996. The Partnership  incurred lease  negotiation
     and equipment acquisition fees of $1,268,000 in 1995, and $541,000 in 1994,
     while  the  Partnership's  proportional  share  of  USPE's  incurred  lease
     negotiation  and equipment  acquisition  fees of $1,195,000 to TEC and WMS.
     PLM  Securities  and  TEC  are  wholly-owned  subsidiaries  of the  General
     Partner.  WMS  is a  wholly  owned  subsidiary  of PLM  International.  The
     Partnership paid $186,000 in 1996,  $603,000 in 1995, and $531,000 in 1994,
     to Transportation  Equipment  Indemnity Company,  Ltd. (TEI) which provides
     marine  insurance  coverage for  Partnership  equipment and other insurance
     brokerage   services  TEI  is  an  affiliate  of  the  General  Partner.  A
     substantial  portion  of this  amount was paid to third  party  reinsurance
     underwriters or placed in risk pools managed by TEI on behalf of affiliated
     partnerships and PLM  International  which provide  threshold  coverages on
     marine  vessel  loss of hire and hull and  machinery  damage.  All  pooling
     arrangement  funds  are  either  paid out to  cover  applicable  losses  or
     refunded pro rata by TEI.

         Debt  placement  fees are charged by the  General  Partner in an amount
     equal  to 1% of  the  Partnership's  long-term  borrowings  reduced  by any
     amounts  paid to third  parties in relation to the debt  placement.  During
     1994,  debt  placement fees of $148,000 were paid or payable to the General
     Partner.


<PAGE>




                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1996

3.   General Partner and Transactions with Affiliates (continued)

         As of December 31, 1996, approximately 70% of the Partnership's trailer
     equipment is in rental  facilities  operated by an affiliate of the General
     Partner.  Revenues  collected under short-term  rental  agreements with the
     rental yard's customers are credited to the owners of the related equipment
     as received.  Direct  expense  associated  with the  equipment  are charged
     directly to the Partnership.  An allocation of other direct expenses of the
     rental yard operations are billed to the Partnership monthly.

         The Partnership  owns certain  equipment in conjunction with affiliated
     partnerships.  At December 31, 1996, this equipment included an interest in
     two  entities  owning  marine  vessels,  an interest in a trust  owning one
     commercial  aircraft,  an  interest in an entity  owning a mobile  offshore
     drilling  unit(Rig),  an interest in two trusts  comprised of ten aircraft,
     and an interest in a trust comprised of two commercial aircraft on a direct
     finance lease. At December 31, 1995, this equipment included an interest in
     two  entities  owning  marine  vessels,  an interest in a trust  owning one
     commercial  aircraft,  an interest in a trust  comprised of seven aircraft,
     and an interest in an entity owning one rig.

         The balance due to  affiliates  at December  31,  1996,  includes  $0.3
     million due to FSI and its  affiliates  and $1.9 million due to  affiliated
     investments in USPE's.  The balance due to affiliates at December 31, 1995,
     includes $1.0 million due to FSI and its affiliates and $1.8 million due to
     affiliated investments in USPE's.

4.   Equipment

     The  components of equipment at December 31, 1996 and 1995,  are as follows
(in thousands):
<TABLE>
<CAPTION>

           Equipment held for operating leases               1996                1995
   ----------------------------------------------------- --------------------------------
     <S>                                                 <C>                 <C>        
     Rail equipment                                      $    15,643         $    15,656
     Marine containers                                        16,401              16,984
     Marine vessels                                           41,263              25,228
     Trailers and tractors                                    17,985              18,675
     Aircraft engines and components                           6,340              17,992
     Aircraft                                                 11,919              11,918
                                                         ----------------------------------
                                                             109,551             106,453
   Less accumulated depreciation                             (46,544 )           (41,382 )
                                                         ----------------------------------
                                                              63,007              65,071
   Equipment held for sale                                        --              14,607
                                                         ----------------------------------
   Net equipment                                         $    63,007         $    79,678
                                                         ==================================
</TABLE>

         Revenues are earned by placing the  equipment  under  operating  leases
     which are  billed  monthly or  quarterly.  As of  December  31,  1996,  all
     equipment  in the  Partnership's  portfolio  was on lease or  operating  in
     PLM-affiliated short-term trailer rental facilities except for six railcars
     with a net  book  value of $0.2  million.  As of  December  31,  1995,  all
     equipment  in the  Partnership's  portfolio  was on lease or  operating  in
     PLM-affiliated short-term trailer rental facilities except for two aircraft
     engines.  The net book value of the equipment  off-lease at December  1995,
     was $2.5 million . A portion of the  Partnership's  marine  containers  and
     marine  vessels are leased to operators of  utilization-type  leasing pools
     which include  equipment owned by unaffiliated  parties.  In such instances
     revenues received by the Partnership  consist of a specified  percentage of
     revenues  generated  by leasing the pooled  equipment to  sublessees  after
     deducting certain direct operating expenses of the pooled equipment.

         At December 31, 1995, one marine vessel, which was on lease and subject
     to a pending sale for $20.8 million with a net book value of $14.6 million,
     was held for sale and subsequently sold during the first quarter of 1996.

<PAGE>

                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1996

4.   Equipment (continued)

         During 1996, the Partnership sold or disposed of 249 marine containers,
     78 trailers,  4 aircraft  engines and 2 railcars with an aggregate net book
     value  of $6.0  million  were  disposed  of or  sold,  and the  Partnership
     received  proceeds of $7.0 million.  The  Partnership  also sold one marine
     vessel  which was held for sale as of December  31,  1995,  with a net book
     value of $14.6  million at the date of sale for proceeds of $20.8  million.
     Included in the gain of $6.3 million from the sale of the marine vessel, is
     the unused portion of accrued drydocking of $0.1 million.

         During 1995, the Partnership sold or disposed of 298 marine  containers
     with a net book value of  $465,000,  one  railcar  with a net book value of
     $17,000,  and 50 trailers  with a net book value of $428,000 for  aggregate
     proceeds of $1.0 million.

         During  1994,  the  Partnership  reduced  the  carrying  value of three
     aircraft  engines by a total of $1,175,000 to an estimated  fair value less
     cost to sell of $4,885,000.

         Periodically,  PLM  International  will purchase groups of assets whose
     ownership  may  be  allocated  among   affiliated   partnerships   and  PLM
     International. Generally in these cases, only assets that are on lease will
     be  purchased  by  the  affiliated  partnerships.  PLM  International  will
     generally  assume the  ownership  and  remarketing  risks  associated  with
     off-lease equipment. Allocation of the purchase price will be determined by
     a combination of third party industry sources,  and recent  transactions or
     published  fair market value  references.  During 1996,  PLM  International
     realized  $0.7  million  of  gains  on the  sale of 69  off-lease  railcars
     purchased by PLM  International  as part of a group of assets in 1994 which
     had been allocated to the Partnership,  PLM Equipment Growth Funds IV, VII,
     Professional  Lease  Management  Income  Fund I,  L.L.C.  (Fund  I) and PLM
     International.  At December  31, 1995,  PLM  International  included  these
     assets as held for sale.  During  1995,  PLM  International  realized  $1.3
     million  in gains  on  sales of  railcars  and  aircraft  purchased  by PLM
     International  in 1994 and 1995 as part of a group of assets which had been
     allocated to the  Partnership,  PLM Equipment Growth Funds IV, V, VII, Fund
     I, and PLM International.

         All leases  are being  accounted  for as  operating  leases  except one
     finance  lease.  Future  minimum  rentals  receivable  under  noncancelable
     operating  leases at December 31, 1996,  for the owned and partially  owned
     equipment  during  each of the next five  years are  approximately  - 1997;
     $16.5  million - 1998;  $13.2  million - 1999;  $5.8  million - 2000;  $4.8
     million, 2001 and $4.7 million - thereafter.  Contingent rentals based upon
     utilization  were $7.0  million in 1996,  $8.6  million  in 1995,  and $2.0
     million in 1994.

         The  Partnership  owns certain  equipment  which is leased and operated
     internationally.  A limited number of the  Partnership's  transactions  are
     denominated in a foreign  currency.  Gains or losses resulting from foreign
     currency transactions are included in the results of operations and are not
     material.

         The  Partnership  leases  or  leased  its  aircraft,  railcars,  mobile
     offshore  drilling  units,  and  trailers  to  lessees  domiciled  in  four
     geographic regions: North America, South America,  Europe, and Asia. Marine
     vessels and marine  containers are leased to multiple  lessees in different
     regions who operate the marine vessels and marine containers worldwide. The
     tables  below sets forth  geographic  information  about the  Partnership's
     owned equipment and investments in USPE's grouped by domicile of the lessee
     as of and for the  years  ended  December  31,  1996,  1995,  and  1994 (in
     thousands):



<PAGE>








                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1996
4.   Equipment (continued)
<TABLE>
<CAPTION>

                                 Investments
                                   in USPE                   Owned Equipment
                                --------------- --------------------------------------------

            Region                 1996            1996            1995            1994
  ----------------------------  ------------    ------------------------------------------
  <S>                           <C>             <C>             <C>             <C>      
  Lease revenues:
    United States               $      --       $   7,522       $   8,978       $   8,595
    Canada                          3,179             748             443              64
    South America                   3,149              --           3,148           3,148
    Asia                              693           3,207           5,028           6,291
    Europe                             --           1,009           1,009           1,054
    Rest of the world               1,707          11,106          14,272          13,797
                                ============    ============================================
  Total lease revenues          $   8,728       $  23,592       $  32,878       $  32,949
                                ============    ============================================
</TABLE>

         The  following  table  sets  forth   identifiable   net  income  (loss)
     information by region for the owned equipment and investments in USPE's for
     the years ended December 31, 1996, 1995, and 1994 (in thousands):
<TABLE>
<CAPTION>

                                            Investments
                                              in USPE                   Owned Equipment
                                            --------------- ---------------------------------------------

                     Region                    1996           1996           1995           1994
       -----------------------------------  -----------    ----------------------------------------
       <S>                                  <C>            <C>            <C>            <C>      
       Net income (loss):
         United States                      $      --      $   1,129      $   1,807      $   5,577
         Canada                                (1,576 )          195           (210 )           19
         South America                           (274 )           --           (567 )       (1,659 )
         Mexico                                    (3 )           --             --             --
         Asia                                   5,723            887            (96 )         (722 )
         Europe                                    --            294            245             42
         Rest of the world                       (444 )        5,401           (112 )       (2,347 )
                                            -----------    -----------------------------------------
       Total identifiable income                3,426          7,906          1,067            910
         Administrative and other                  --         (3,042 )       (3,041 )       (2,590 )
                                            ===========    =========================================
       Total net income (loss):             $   3,426      $   4,864      $  (1,974 )    $  (1,680 )
                                            ===========    =========================================
</TABLE>

         The net book value of these assets at December  31, 1996 and 1995,  are
as follows (in thousands):

<TABLE>
<CAPTION>

                                           Investments                              Owned Equipment
                                            in USPE
                                      ----------------------------------------------------------------------------

                 Region                  1996           1995           1996           1995           1994
       ----------------------------  ---------------------------   -------------------------------------------
       <S>                           <C>            <C>            <C>            <C>            <C>       
       Net book value:
         United States               $       --     $       --     $   17,964     $   22,196     $   27,357
         Canada                          10,993          3,962          2,059          1,789          1,231
         South America                   15,453         18,674             --             --         22,460
         Mexico                           4,429             --             --             --             --
         Asia                                --          6,633          6,663         13,760         24,425
         Europe                              --             --          3,141          3,769          4,522
         Rest of the world               11,244          2,754         33,180         23,557         48,829
                                     ---------------------------   -------------------------------------------
                                         42,119         32,023         63,007         65,071        128,824
       Equipment held for sale               --             --             --         14,607             --
                                     ===========================   ===========================================
                                     $   42,119     $   32,023     $   63,007     $   79,678     $  128,824
                                     ===========================   ===========================================
</TABLE>
<PAGE>


                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1996

4.   Equipment (continued)

         The lessees comprising  approximately 10% or more of the total revenues
     in 1995 were Star Shipping,  AS (14% in 1995). There were no lessees during
     1996 and 1994 whose rent approximated 10% or more of total revenues.

         As of December 31, 1995, the  Partnership had entered into a commitment
     to purchase two marine vessels for $15.0 million.  The  Partnership  made a
     deposit of $1.5  million  toward this  purchase  and was  obligated  to pay
     acquisition  and lease  negotiation  fees of $0.8  million  to TEC for this
     equipment.  The total  amount of the  deposit  and fees of $2.3  million is
     included in this balance sheet as equipment acquisition deposits.
     The Partnership purchased this equipment during the first quarter of 1996.

5.   Net Investment in a Direct Finance Lease

     During 1996, the Partnership entered into a direct finance lease related to
     the sale of 48  trailers.  Gross lease  payments of $0.3  million are to be
     received over a three-year period, which commenced in May of 1996.

     The  components  of the net  investment  in the  direct  finance  lease  at
     December 31, 1996 are as follows:

                                                                  1996
                                                             --------------
   Total minimum lease payments                              $     286,000
   Residual value                                                       --
   Less: Unearned income                                           (32,000 )
                                                             ==============
                                                             $     254,000
                                                             ==============

         Future  minimum  rentals  receivable  under the direct finance lease at
     December 31, 1996,  for the next three years are  approximately  $123,000 -
     1997; $123,000 - 1998; and $40,000 - 1999.

6.   Notes Payable

     In August  1993,  the  Partnership  entered  into an  agreement  to issue a
     long-term note totaling $30 million to an institutional  investor. The note
     bears  interest at a fixed rate of 6.7% per annum and has a final  maturity
     in 2003.  Interest on the note is payable monthly.  The note will be repaid
     in three principal  payments of $10 million on November 17, 2001, 2002, and
     2003. The agreement  requires the Partnership to maintain certain financial
     covenants related to fixed-charge  coverage.  Proceeds from the sale of the
     note have been used to fund additional equipment  acquisitions and to repay
     any obligations of the Partnership under the Credit Facility.

         The General Partner estimates,  based on recent transactions,  that the
     fair value of the $30 million fixed-rate note is $28.9 million.

         The  General  Partner  has  entered  into a joint  $50  million  credit
     facility (the "Committed  Bridge  Facility") on behalf of the  Partnership,
     PLM Equipment  Growth Fund IV, PLM  Equipment  Growth Fund V, PLM Equipment
     Growth & Income Fund VII and Professional  Lease  Management  Income Fund I
     ("Fund  I"),  all  affiliated  investment  programs,  TEC  Acquisub,   Inc.
     ("TECAI"),  an indirect wholly-owned subsidiary of the General Partner, and
     American Finance Group, Inc. (AFG), a subsidiary of PLM International Inc.,
     which  may be used to  provide  interim  financing  of up to (i) 70% of the
     aggregate  book  value or 50% of the  aggregate  net fair  market  value of
     eligible  equipment  owned by the  Partnership  or Fund I, plus (ii) 50% of
     unrestricted  cash held by the  borrower.  The  Committed  Bridge  Facility
     became  available  on December  20,  1993,  and was amended and restated on
     October 31, 1996, to expire on October 31, 1997 and increased the available
     borrowings for AFG to $50 million.  The Partnership,  TECAI, Fund I and the
     other partnerships collectively may borrow up

<PAGE>

                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1996

6.   Notes Payable (continued)

     to $35 million of the  Committed  Bridge  Facility.  The  Committed  Bridge
     Facility also provides for a $5 million  Letter of Credit  Facility for the
     eligible  borrowers.  Outstanding  borrowings by Fund I, TECAI,  AFG or PLM
     Equipment  Growth Funds IV through VII reduce the amount  available to each
     other under the Committed  Bridge  Facility.  Individual  borrowings may be
     outstanding  for no more than 179 days, with all advances due no later than
     October 31, 1997. The Committed  Bridge Facility  prohibits the Partnership
     from incurring any additional indebtedness.  Interest accrues at either the
     prime rate or adjusted  LIBOR plus 2.5% at the borrowers  option and is set
     at the time of an  advance  of funds.  Borrowings  by the  Partnership  are
     guaranteed by the General Partner. As of December 31, 1996, the Partnership
     had  borrowings  of $1.3  million,  PLM  Equipment  Growth  Fund V had $2.5
     million, PLM Equipment Growth and Income Fund VII had $2.0 million, AFG had
     $26.9  million,  and  TECAI had $4.1  million  in  outstanding  borrowings.
     Neither  PLM  Equipment  Growth  Fund IV nor  Fund  5I had any  outstanding
     borrowings.

7.   Income Taxes

     The  Partnership  is not  subject to income  taxes as any income or loss is
     included in the tax returns of the  individual  partners.  Accordingly,  no
     provision for income taxes has been made in the financial statements of the
     Partnership.

         As  of  December  31,  1996,   there  were  temporary   differences  of
     approximately $10.5 million between the financial statement carrying values
     of certain assets and  liabilities  and the income tax basis of such assets
     and liabilities,  primarily due to differences in depreciation  methods and
     equipment reserves.

8.   Subsequent Event

     PLM International  (PLMI) along with FSI, IMI, TEC and PLM Securities,  and
     collectively  with  PLMI,  FSI,  IMI,  TEC and PLM  Securities,  (the  "PLM
     Entities"), were named as defendants in a class action lawsuit filed in the
     Circuit Court of Mobile County,  Mobile,  Alabama, Case No. CV-97-251.  The
     PLM Entities  received  service of the complaint on February 10, 1997,  and
     pursuant to an  extension of time granted by  plaintiffs'  attorneys,  have
     sixty days to respond to the  complaint.  PLM  International  is  currently
     reviewing the substance of the allegations  with its counsel,  and believes
     the  allegations to be completely  without merit and intends to defend this
     matter vigorously.

         The  plaintiffs,  who filed the complaint on their own and on behalf of
     all class members  similarly  situated,  are six  individuals who allegedly
     invested  in  certain  California  limited  partnerships  sponsored  by PLM
     Securities,  for  which  FSI acts as the  general  partner,  including  the
     Partnership, PLM Equipment Growth Fund IV, PLM Equipment Growth Fund V, and
     PLM  Equipment  Growth and Income  Fund VII (the "PLM Growth  Funds").  The
     complaint  purports  eight  causes  of action  against  all  defendants  as
     follows:  fraud and deceit,  suppression,  negligent  misrepresentation and
     suppression,  intentional  breach of fiduciary  duty,  negligent  breach of
     fiduciary   duty,   unjust   enrichment,    conversion,   and   conspiracy.
     Additionally, plaintiffs allege a cause of action for breach of third party
     beneficiary  contracts against and in violation of the National Association
     of  Securities  Dealers  (NASD)  rules of fair  practice by PLM  Securities
     alone.

         Plaintiffs  allege that each  defendant  owed  plaintiffs and the class
     certain  duties due to their  status as  fiduciaries,  financial  advisors,
     agents,  general  partner,  and  control  persons.  Based on these  duties,
     plaintiffs assert liability against the PLM Entities for improper sales and
     marketing practices,  mismanagement of the PLM Growth Funds, and concealing
     such mismanagement from investors in the PLM Growth Funds.  Plaintiffs seek
     unspecified  compensatory  and  recissory  damages,  as  well  as  punitive
     damages, and have offered to tender their limited partnership units back to
     the defendants.



<PAGE>


                          PLM EQUIPMENT GROWTH FUND VI

                                INDEX OF EXHIBITS



  Exhibit                                                               Page

    4.      Limited Partnership Agreement of Partnership.                  *

   10. 1    Management Agreement between Partnership and                   
            PLM Investment Management, Inc.                                *

   10. 2    Note Agreement, dated as of August 1, 1993 regarding
            $30,000,000 6.7% senior notes due November 17, 2003.           *

   10.3    Second Amended and restated Warehousing Credit Agreement, 
           dated as of May 31, 1996 with First Union National Bank 
           of North Carolina                                               *

   10.4    Amendment No. 1 to Second Amended and restated Warehousing 
           Credit Agreement, dated as of November 5, 1996 with First 
           Union National Bank of North Carolina                           *

   24.      Powers of Attorney.


--------
* Incorporated by reference.  See page 26 of this report.