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, 1999.

[  ]     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 0-21806
                             -----------------------



                          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 30.

Total number of pages in this report: 59.


<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 or PLMI),
filed a  Registration  Statement  on Form S-1 with the  Securities  and Exchange
Commission with respect to a proposed offering of 8,750,000 limited  partnership
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
investing in a diversified  equipment  portfolio  consisting  primarily of used,
long-lived,  low-obsolescence  capital equipment that is easily transportable by
and among prospective users.

The Partnership's primary objectives are:

     (1) to invest in 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.
All  transactions  over $1.0  million  must be approved  by PLM  International's
Credit  Review  Committee  (the  Committee),  which is made up of members of PLM
International's senior management.  In determining a lessee's  creditworthiness,
the Committee considers, among other factors, the lessee's financial statements,
internal and external credit ratings, and letters of credit;

     (2) to generate sufficient net operating cash flow from lease operations to
meet liquidity  requirements  and to generate cash  distributions to the limited
partners  until  such  time  as  the  General  Partner   commences  the  orderly
liquidation of the Partnership  assets,  or unless the Partnership is terminated
earlier upon sale of all Partnership property or by certain other events;

     (3) to create a significant  degree of safety  relative to other  equipment
leasing investments through the purchase of a diversified  equipment  portfolio.
This  diversification  reduces the  exposure to market  fluctuations  in any one
sector. The purchase of used, long-lived,  low-obsolescence equipment, typically
at prices that are substantially  below the cost of new equipment,  also reduces
the  impact  of  economic  depreciation  and  can  create  the  opportunity  for
appreciation  in certain  market  situations,  where supply and demand return to
balance from oversupply conditions; and

     (4) to increase the Partnership's  revenue base by reinvesting a portion of
its operating  cash flow in additional  equipment  during the first six years of
the  Partnership's  operation in order to grow the size of its portfolio.  Since
net income and  distributions  are  affected by a variety of factors,  including
purchase prices, lease rates, and costs and expenses,  growth in the size of the
Partnership's  portfolio  does  not  necessarily  mean  that  in all  cases  the
Partnership's  aggregate  net income and  distributions  will  increase upon the
reinvestment of operating cash flow.

The offering of units of the Partnership  closed on May 24, 1993. As of December
31,  1999,  there  were  8,191,718  units   outstanding.   The  General  Partner
contributed $100 for its 5% general partner interest in the Partnership.

Beginning  in the  Partnership's  seventh  year of  operation,  which  commenced
January 1, 2000, the General  Partner  stopped  reinvesting  cash flow.  Surplus
funds, if any, less reasonable reserves, will be distributed to the partners. 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.  Under
certain circumstances,  however, the term of the Partnership may be extended. In
no event will the Partnership be extended beyond December 31, 2011.





<PAGE>


Table 1, below,  lists the  equipment  and the original cost of equipment in the
Partnership's  portfolio, and the original cost of investments in unconsolidated
special-purpose entities as of December 31, 1999 (in thousands of dollars):
<TABLE>
<CAPTION>

                                                      TABLE 1

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

Owned equipment held for operating leases:
  <S>       <C>                                               <C>                                    <C>
      2     Container cargo carrier vessels                   O. C. Staalskibsvaerft A/F             $     16,036
      1     Anchor-handling supply vessel                     Moss Point Marine                            10,058
  6,470     Marine containers                                 Various                                      16,866
  3,001     Refrigerated marine containers                    Various                                       7,825
      1     DC-9-82 Stage III commercial aircraft             McDonnell Douglas                            13,951
      1     737-200 Stage II commercial aircraft              Boeing                                        5,406
      1     Portfolio of aircraft rotables                    Various                                       2,273
    368     Pressurized tank railcars                         Various                                      10,716
    180     Nonpressurized tank railcars                      Various                                       3,482
    139     Covered hopper railcars                           Various                                       3,086
    125     Refrigerated trailers                             Various                                       4,268
    343     Dry piggyback trailers                            Stoughton                                     5,273
    235     Dry trailers                                      Various                                       2,172
                                                                                                     =============
                Total owned equipment held for operating leases                                      $    101,412<F1>1
                                                                                                     =============

Investments in unconsolidated special-purpose entities:

   0.62     737-300 Stage III commercial aircraft             Boeing                                 $     14,150<F2>2
   0.40     Equipment on direct finance lease:
              Two DC-9 Stage III commercial aircraft          McDonnell Douglas                             4,505<F3>3
   0.53     Product tanker                                    Boelwerf-Temse                               10,476<F2>2
   0.50     Container cargo feeder vessel                     O. C. Staalskibsvaerft A/F                    4,004<F2>2
   0.20     Handymax dry bulk carrier marine vessel           Tsuneishi Shipbuilding Co., Ltd               3,553<F2>2
   0.25     Marine containers                                 Various                                       2,636<F2>2
                                                                                                       -----------

                Total investments in unconsolidated special-purpose entities                         $     39,324<F1>1

<FN>
--------------------------
<F1>  1   Includes equipment and investments purchased with the 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>  2   Jointly owned:  EGF VI and an affiliated progra.
<F3>  3   Jointly owned:  EGF VI and two affiliated programs.
</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
sublessees  after  deducting  certain  direct  operating  expenses of the pooled
equipment.

As of  December  31,  1999,  approximately  48%  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  doing business as PLM
Trailer  Leasing.  Rents are reported as revenue in  accordance  with  Financial
Accounting  Standards  Board  Statement No. 13 "Accounting  for Leases".  Direct
expenses  associated with the equipment are charged directly to the Partnership.
An allocation of other indirect  expenses  related to the rental yard operations
is charged to the Partnership monthly.

The lessees of the equipment include but are not limited to: Domino Sugar Corp.,
Union Carbide Corporation,  Tosco Refining Company,  Terra Nitrogen Corporation,
Trans World  Airlines,  Aero  California,  Seacor Smit Inc., and AAR Allen Group
International.

<PAGE>

(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  the  Partnership's   equipment.   The  Partnership's  management
agreement with IMI is to co-terminate  with the dissolution of the  Partnership,
unless the limited  partners vote to terminate the agreement prior to that date,
or at the  discretion  of the  General  Partner.  IMI has agreed to perform  all
services  necessary to manage the 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 is entitled to a monthly management fee (see Notes 1
and 2 to the audited financial statements).

(C)  Competition

(1)  Operating Leases versus Full Payout Leases

Generally,  the equipment  owned or invested in by the Partnership is leased out
on an  operating  lease  basis  wherein  the rents  received  during the initial
noncancelable  term of the lease are  insufficient to recover the  Partnership's
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 that utilize
full payout leases on new equipment,  i.e.,  leases that have terms equal to the
expected  economic  life  of  the  equipment.  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 may write full
payout  leases  at  considerably  lower  rates  and for  longer  terms  than the
Partnership offers, or larger competitors with a lower cost of capital may offer
operating leases at lower rates,  which may put the Partnership at a competitive
disadvantage.

(2)  Manufacturers and Equipment Lessors

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

The  Partnership  also  competes  with many  equipment  lessors,  including  ACF
Industries,  Inc.  (Shippers Car Line Division),  GATX Corp.,  General  Electric
Railcar  Services  Corporation,   General  Electric  Capital  Aviation  Services
Corporation,  Xtra Corporation,  and other programs that lease the same types of
equipment.

(D)  Demand

The Partnership  currently operates in the following operating segments:  marine
vessel leasing, marine container leasing, aircraft leasing, railcar leasing, and
trailer  leasing.  Each  equipment  leasing  segment  engages in  short-term  to
mid-term  operating leases to a variety of customers.  Except for those aircraft
leased to passenger air carriers,  the  Partnership's  equipment and investments
are used to transport materials and commodities, rather than people.

The following  section describes the international and national markets in which
the Partnership's capital equipment operates:

(1)  Marine Vessels

The  Partnership  owns or has  investments  in  small to  medium-sized  dry bulk
vessels,  product  tankers,  and  container  vessels,  all of which  operate  in
international markets carrying a variety of commodity-type  cargoes.  Demand for
commodity-based  shipping is closely tied to worldwide economic growth patterns,
which can  affect  demand by  causing  changes  in volume on trade  routes.  The
General Partner operates the Partnership's vessels through a combination of spot
and period  charters,  an approach  that  provides the  flexibility  to adapt to
changes  in market  conditions.  The  Partnership  also owns an  anchor-handling
supply vessel that operates through bareboat charters.

(a) Container and Container Feeder Vessels

Container  vessels are used to  transport  cargo that is shipped in  containers.
Vessels  that   transport   containers   from  small   outlying  ports  to  main
transportation  hubs serviced by regularly  scheduled  ocean liners,  are called
container feeder vessels.

Container vessels typically carry up to approximately  1,000 20-foot  equivalent
unit (TEU) containers. For the past several years, this trade has been generally
characterized  by growth in both  supply and  demand.  In 1998,  however,  these
patterns changed as worldwide  container shipments dropped by about 1%. In 1999,
this sector resumed growth due to some stabilization of the Asian economies.  In
the future,  containerized  shipping  is  expected to continue to grow  somewhat
faster  than  world   trade,   as  more  types  of  cargo  are   introduced   to
containerization and larger-sized vessels reduce the cost of main-line container
shipments.

After  beginning  1999 at low levels,  container  vessel  freight rates staged a
recovery late in the first quarter due to increased shipment volumes. Throughout
1999,  vessels carrying over 1,000 TEU containers  experienced  significant rate
improvement,  however,  such improvement was limited for smaller feeder vessels.
If economic growth continues as expected, freight rates for these vessels should
improve during 2000. New building of feeder vessels is not expected to undermine
any potential for rate  improvement,  as only 6.1% of the existing  fleet was on
order as of the end of 1999.

(b)  Product Tankers

During 1999,  product tanker markets  experienced  declines in charter rates and
vessel values brought about by volatile oil and oil product  prices,  relatively
low growth in trade volumes,  and high rates of new product  tanker  deliveries.
The 1999 daily  charter rates for  standard-size  product  tankers  averaged 21%
lower than in 1998 and 39% lower than in 1997. This decline was primarily due to
a deterioration in oil products trade in European markets.

Since crude oil is the source feedstock for oil products,  the products trade is
closely tied to crude oil prices. Although 1999 was a year of rising oil prices,
volatility in trading appeared to depress actual shipping volumes,  particularly
in  Europe.  Although  product  imports to the  United  States  (U.S.) and Japan
increased such that the entire worldwide market grew by 2.7% during 1999, due to
the lingering  effects of the Asian  recession,  shipping volumes ended the year
below the levels of 1996-1997.

Measured by deadweight  tons,  the product tanker fleet grew by only 3.2% during
1999,  as overall  supply was  significantly  moderated  by a 150%  increase  in
scrapping  levels as compared to 1998.  For 2000,  the product  tanker  fleet is
expected to expand due to a 6.5% rise in new deliveries. This increase is due to
the continuing  effects of high order levels in the mid-1990s,  which was driven
by growth in Asian trade and the  anticipated  effects of the U.S. Oil Pollution
Act of 1990.  Under  this Act,  tankers  over 25 years old are  restricted  from
trading to the U.S.  if they do not have  double  bottoms  and/or  double  hulls
(similar,  though  somewhat  less  stringent  restrictions  are in place  within
developing  nations).   These  regulations  have  the  effect  of  inducing  the
retirement of older vessels that would otherwise continue trading.

The Partnership's product tanker is a single-bottom,  single-hull tanker that is
restricted from trading in the U.S.  effective  January 1, 2000. This vessel has
been moved to markets not affected by these regulations.

The  combined  effects of  regulatory  restrictions  and low  charter  rates are
expected to keep scrapings at relatively high levels  throughout 2000.  However,
an anticipated high rate of new tanker  deliveries will prevent much improvement
in rates and ship values  during 2000.  Should high  scrapping  levels  continue
beyond then,  this could offset  increases in new deliveries and prevent further
significant declines in freight rates and ship values.

(c)  Anchor-Handling Supply Vessel

The  Partnership  owns one  U.S.-flagged  anchor-handling  supply vessel used to
support rig drilling  operations in the U.S. Gulf of Mexico.  Although this type
of  vessel  can be used in other  regions,  the U.S.  Gulf of Mexico is the more
desirable   market  due  to  U.S.   maritime  law  which  stipulates  that  only
U.S.-flagged vessels be used in this region.

Demand for anchor-handling  vessels depends primarily on the demand for floating
drilling  services  by oil  companies.  During  1999,  demand for such  services
remained  at  1997-98  levels,  however  several  higher-capacity  vessels  were
delivered during 1998-99, resulting in lower utilization and rates.

The 1999  recovery  in oil prices has led  forecasters  to expect an increase in
drilling  activity  for 2000,  as rising oil prices  improve  the  economics  of
offshore oil and gas  development.  Oil companies are expected to increase their
drilling programs during 2000,  although it is uncertain by how much.  Increases
in  capacity  brought  about by new  building  may delay a return to the  higher
utilization and rate levels experienced during 1997-98.

(d)      Dry Bulk Vessels

Dry bulk shipping is a cyclical business that induces capital  investment during
periods of high freight  rates and leads to a contraction  in investment  during
periods of low rates. Currently, the industry environment is one of slow growth.
Fleet size is  relatively  stable,  the overall bulk carrier  fleet grew by less
than 1%, as measured by  deadweight  tons,  and the total number of ships shrank
slightly in 1999.

Freight  rates,  after  declining in 1998 due, in part, to the Asian  recession,
improved for dry bulk vessels of all sizes during 1999.  Freight rates increased
during  the year such that by the end of 1999,  they had  reverted  back to 1997
levels,  although these levels are still moderate by historical comparison.  The
1999  improvement  was  driven by  increases  in U.S.  grain  exports as well as
stronger trade in iron ore and steel products.

Total dry bulk trade, as measured in deadweight tons, is estimated to have grown
by approximately 2% during 1999, compared to a flat year in 1998.  Forecasts for
2000 indicate that bulk trade should continue to grow, albeit at slow rates.

During 1999, ship values reversed the declines of the prior year, ending as much
as 30% above the levels seen at the  beginning  of the year for  certain  vessel
types.  This upturn in ship values was due to a general  improvement in dry bulk
trade as well as  increases  in the cost of new  building as compared to 1998. A
slow but steady rise in trade volumes,  combined with low fleet expansion,  both
of which are  anticipated  to  continue  in 2000,  may  provide  some  basis for
increases in freight  rates and ship values in the future.  For  example,  it is
believed that should growth in demand return to historic  levels of 3% annually,
this could stimulate increases in freight rates and ship values, and ultimately,
induce further investment in new building.

(2)  Marine Containers

The marine container leasing market started 1999 with  industrywide  utilization
rates in the mid 70% range, down somewhat from the beginning of 1998. The market
strengthened  throughout  the year such that most  container  leasing  companies
reported utilization of 80% by the end of 1999.  Offsetting this favorable trend
was a continuation  of historically  low  acquisition  prices for new containers
acquired in the Far East,  predominantly China. These low prices put pressure on
fleetwide per diem leasing rates.

The  Partnership  took  advantage  of  attractive  purchase  prices by acquiring
several groups of containers during the year. It is the General Partner's belief
that  acquiring  containers at these  historically  low prices will yield strong
long-terms results for the Partnership.

Industry consolidation continued in 1999 as the parent of one of the world's top
ten  container  lessors  finalized  the  outsourcing  of the  management  of its
container fleet to a competitor. However, the General Partner believes that such
consolidation is a positive trend for the overall  container  leasing  industry,
and ultimately  will lead to higher  industrywide  utilization and increased per
diem rates.


<PAGE>


(3)  Aircraft

(a)      Commercial Aircraft

After  experiencing  relatively robust growth over the prior four years,  demand
for commercial  aircraft softened  somewhat in 1999. Boeing and Airbus,  the two
primary manufacturers of new commercial aircraft, saw a decrease in their volume
of orders,  which  totaled 368 and 417 during  1999,  compared to 656 and 556 in
1998.  The slowdown in aircraft  orders can be partially  attributed to the full
implementation of U.S. Stage III environmental restrictions,  which became fully
effective on December 31, 1999. Since these  restrictions  effectively  prohibit
the  operation  of  noncompliant  aircraft  in the  U.S.  after  1999,  carriers
operating  within or into the U.S.  either  replaced  or  modified  all of their
noncompliant  aircraft before the end of the year. The continued weakness of the
Asian  economy  has also  served  to slow the  volume  of new  aircraft  orders.
However,  with the Asian economy now showing signs of recovery,  air carriers in
this region are beginning to resume their fleet building efforts.

Demand for, and values of, used commercial aircraft have been adversely affected
by the Stage III environmental  restrictions and an oversupply of older aircraft
as  manufacturers  delivered more new aircraft that the overall market required.
Boeing predicts that the worldwide fleet of jet-powered commercial aircraft will
increase  from  approximately  12,600  airplanes  as of the end of 1998 to about
13,700  aircraft by the end of 2003, an average  increase of 220 units per year.
However,  actual  deliveries  for the first two years of this  period,  1998 and
1999,  averaged 839 units annually.  Although some of the resultant surplus used
aircraft have been retired,  the net effect has been an overall  increase in the
number of used  aircraft  available.  This has  resulted  in a decrease  in both
market prices and lease rates for used aircraft. Weakness in the used commercial
aircraft market may be mitigated in the future as manufacturers  bring their new
production more in line with demand and given the anticipated  continued  growth
in air  traffic.  Worldwide,  demand for air  passenger  services is expected to
increase at about 5% annually and freight services at about 6% per year, for the
foreseeable future.

This  Partnership owns 100% of one Stage  III-compliant  aircraft and 40% of two
similar aircraft. These assets were not affected by changes in market conditions
as they remained on lease  throughout 1999. The Partnership also owns 62% of one
Stage III  aircraft  and 100% of one Stage II  aircraft,  both of which were off
lease during 1999 and thus were impacted by the soft market conditions described
above.

(b)  Rotables

The Partnership also owns a package of aircraft  components,  or rotables,  that
are used for Stage III aircraft.  Aircraft  rotables are replacement spare parts
that are held in inventory by an airline. The types of rotables owned and leased
by the Partnership include avionics, replacement doors, control surfaces, pumps,
valves,  and other comparable  equipment.  The rotable market remained stable in
1999.

(4)  Railcars

(a)  Pressurized Tank Cars

Pressurized tank cars are used to transport  primarily  liquefied  petroleum gas
(natural gas) and anhydrous  ammonia  (fertilizer).  The major U.S.  markets for
natural  gas are  industrial  applications  (40% of  estimated  demand in 1998),
residential use (21%),  electrical generation (15%), and commercial applications
(14%). Within the fertilizer industry,  demand is a function of several factors,
including  the level of grain  prices,  the status of  government  farm  subsidy
programs,  amount of farming acreage and mix of crops planted, weather patterns,
farming  practices,  and the value of the U.S.  dollar.  Population  growth  and
dietary trends also play an indirect role.

On an industrywide basis, North American carloadings of the commodity group that
includes  petroleum  and  chemicals  increased  2.5% in 1999,  compared to 1998.
Correspondingly,  demand for  pressurized  tank cars remained solid during 1999,
with utilization of this type of railcar within the Partnership  remaining above
98%. While renewals of existing leases continue at similar rates, some cars have
been renewed for "winter only" terms of approximately  six months.  As a result,
it is  anticipated  that  there  will be more  pressurized  tank cars than usual
coming up for renewal in the spring.


<PAGE>


(b)  General-Purpose (Nonpressurized) Tank Cars

These cars,  which are used to transport bulk liquid  commodities  and chemicals
not requiring  pressurization,  such as certain  petroleum  products,  liquefied
asphalt,  lubricating  and  vegetable  oils,  molten  sulfur,  and  corn  syrup,
continued to be in high demand during 1999. The overall health of the market for
these  types  of  commodities  is  closely  tied to both  the  U.S.  and  global
economies,  as reflected in movements in the Gross  Domestic  Product,  personal
consumption  expenditures,  retail  sales,  and  currency  exchange  rates.  The
manufacturing,  automobile,  and housing  sectors are the largest  consumers  of
chemicals.  Within North America,  1999  carloadings of the commodity group that
includes   chemicals  and  petroleum   products  rose  2.5%  over  1998  levels.
Utilization of the  Partnership's  nonpressurized  tank cars was above 98% again
during 1999.

(c)  Covered Hopper (Grain) Cars

Demand for covered hopper cars, which are  specifically  designed to service the
agricultural  industry,  continued to experience  weakness during 1999. The U.S.
agribusiness  industry serves a domestic market that is relatively  mature,  the
future  growth of which is expected to be consistent  but modest.  Most domestic
grain rail traffic moves to food processors,  poultry  breeders,  and feed lots.
The more volatile export business, which accounts for approximately 30% of total
grain  shipments,  serves emerging and developing  nations.  In these countries,
demand for  protein-rich  foods is growing more rapidly than in the U.S., due to
higher  population  growth,  a  rapid  pace  of  industrialization,  and  rising
disposable income.

Within the U.S., 1999 carloadings of agricultural products increased 4.3%, while
Canadian  carloadings  of these  products  fell  3.4%,  resulting  in an overall
increase within North America of only 2.8% compared to 1998.  Since the combined
North American shipments for 1998 had decreased 7.7% over the previous year, the
1999 volume,  while representing a slight increase,  is still below 1997 levels.
Another  factor  contributing  to softness in the covered  hopper car market has
been the large number of new cars built in the last few years. Production of new
railcars of all types is estimated to have reached 57,685 cars during 1999, with
covered hopper cars representing 19,845, or one-third,  of this total. For those
covered hopper cars whose leases expired in 1999, both  industrywide  and within
the Partnership, the combination of a lack of strong demand and an excess supply
of cars resulted in many of these expiring  leases being renewed at considerably
lower rates.

(5)  Trailers

(a)  Intermodal (Piggyback) Trailers

Intermodal  (piggyback) trailers are used to transport a variety of goods either
by truck  or by  rail.  Over the past  decade,  intermodal  trailers  have  been
gradually  displaced by domestic containers as the preferred method of transport
for such goods.  During 1999,  demand for intermodal  trailers was more volatile
than  usual . Slow  demand  occurred  over  the  first  half of the  year due to
customer concerns over rail service problems associated with mergers in the rail
industry,  however,  demand picked up significantly  over the second half of the
year  due to both a  resolution  of these  service  problems  and the  continued
strength of the U.S.  economy.  Due to a rise in demand which  occurred over the
latter half of 1999,  overall,  activity  within the  intermodal  trailer market
declined less than expected for the year, as total intermodal  trailer shipments
decreased by only approximately 2% compared to the prior year.

Although the trend  towards  using  domestic  containers  instead of  intermodal
trailers is expected to  continue  in the  future,  overall  intermodal  trailer
shipments  are  forecast  to decline by only 2% to 3% in 2000,  compared  to the
prior year, due to the anticipated continued strength of the overall economy. As
such,  the  nationwide  supply of  intermodal  trailers  is  expected  to remain
essentially  in balance with demand for 2000. For the  Partnership's  intermodal
fleet,  the General  Partner will  continue to seek to expand its customer  base
while minimizing trailer downtime at repair shops and terminals.


<PAGE>


(b)  Dry Trailers

The U.S.  nonrefrigerated  (dry) trailer  market  continued to show  improvement
during 1999, as the strong domestic  economy  resulted in heavy freight volumes.
With  unemployment  low,  consumer  confidence  high, and industrial  production
sound,  the  outlook  for  leasing  this  type  of  trailer  remains   positive,
particularly  as the equipment  surpluses of recent years are being  absorbed by
the buoyant  market.  In  addition  to high  freight  volumes,  improvements  in
inventory  turnover and tighter turnaround times have lead to a stronger overall
trucking industry and increased equipment demand.

(c)  Refrigerated Trailers

The  temperature-controlled  trailer  market  continued  to expand  during 1999,
although  not as  quickly  as in 1998 when the market  experienced  very  strong
growth. The leveling off in 1999 occurred as equipment users began to absorb the
increases in supply created over the prior two years. Refrigerated trailer users
have been actively retiring their older units and consolidating  their fleets in
response to improved refrigerated trailer technology.  Concurrently,  there is a
backlog of six to nine months on orders for new equipment.

As a  result  of  these  changes  in  the  refrigerated  trailer  market,  it is
anticipated that trucking companies and shippers will utilize short-term trailer
leases more frequently to supplement their existing fleets.  Such a trend should
benefit the  Partnership,  whose  trailers are typically  leased on a short-term
basis.

(E)  Government Regulations

The use,  maintenance,  and  ownership  of equipment  are  regulated by federal,
state, local, 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,  governmental,  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  it's  removal  from  service or  extensive  modification  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 marine vessels that create environmental pollution.
     This regulation has resulted in higher oil pollution  liability  insurance.
     The lessee of the equipment typically  reimburses the Partnership for these
     additional costs;

     (2) the U.S. Department of Transportation's  Aircraft Capacity Act of 1990,
     which limits or  eliminates  the  operation of  commercial  aircraft in the
     United  States  that  do not  meet  certain  noise,  aging,  and  corrosion
     criteria.  In addition,  under U.S.  Federal  Aviation  Regulations,  after
     December 31, 1999, no person may operate an aircraft to or from any airport
     in the contiguous  U.S.  unless that aircraft has been shown to comply with
     Stage III noise levels.  The  Partnership has a Stage II aircraft that does
     not meet Stage III requirements.  This Stage II aircraft is scheduled to be
     sold or re-leased in a country that does not require this regulation;

     (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 to the  stratospheric  ozone
     layer and which are used extensively as refrigerants in refrigerated marine
     cargo containers and refrigerated trailers;

     (4) the U.S. Department of Transportation's Hazardous Materials Regulations
     regulate  the  classification  and  packaging   requirements  of  hazardous
     materials which apply particularly to the Partnership's tank railcars.  The
     Federal Railroad  Administration  has mandated that effective July 1, 2000,
     all jacketed and non-jacketed  tank railcars must be re-qualified to insure
     tank  shell  integrity.   Tank  shell  thickness,   weld  seams,  and  weld
     attachments  must be inspected  and  repaired if necessary to  re-qualify a
     tank railcar for service. The average cost of this inspection is $1,800 for
     non-jacketed  tank  railcars and $3,600 for  jacketed  tank  railcars,  not
     including any necessary repairs.  This inspection is to be performed at the
     next scheduled tank test.

As of  December  31,  1999,  the  Partnership  is in  compliance  with the above
governmental  regulations.  Typically,  costs  related  to  extensive  equipment
modifications to meet government regulations are passed on to the lessee of that
equipment.

ITEM 2. PROPERTIES

The Partnership  neither owns nor leases any properties other than the equipment
it has  purchased  and its interest in entities  that own  equipment for leasing
purposes.  As of  December  31,  1999,  the  Partnership  owned a  portfolio  of
transportation  and related  equipment  and  investments  in equipment  owned by
unconsolidated special-purpose entities (USPEs) as described in Item 1, Table 1.
The Partnership acquired equipment with the proceeds of the Partnership offering
of $166.1 million through the third quarter of 1993, with proceeds from the debt
financing of $30.0  million,  and by reinvesting a portion of its operating cash
flow in additional equipment.

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 (the Company) and various of its wholly-owned subsidiaries are
named as defendants  in a lawsuit  filed as a purported  class action in January
1997 in the Circuit Court of Mobile County, Mobile,  Alabama, Case No. CV-97-251
(the Koch action).  The named plaintiffs are six individuals who invested in PLM
Equipment  Growth Fund IV (Fund IV), PLM  Equipment  Growth Fund V (Fund V), PLM
Equipment  Growth Fund VI (Fund VI), and PLM Equipment  Growth & Income Fund VII
(Fund VII) (the Funds),  each a  California  limited  partnership  for which the
Company's  wholly-owned  subsidiary,  FSI,  acts  as the  General  Partner.  The
complaint  asserts causes of action against all defendants for fraud and deceit,
suppression, negligent misrepresentation,  negligent and intentional breaches of
fiduciary duty, unjust enrichment, conversion, and conspiracy. Plaintiffs allege
that each  defendant  owed  plaintiffs and the class certain duties due to their
status as fiduciaries, financial advisors, agents, and control persons. Based on
these duties,  plaintiffs assert liability against defendants for improper sales
and  marketing  practices,  mismanagement  of the  Funds,  and  concealing  such
mismanagement   from  investors  in  the  Funds.   Plaintiffs  seek  unspecified
compensatory  damages,  as well as punitive damages,  and have offered to tender
their limited partnership units back to the defendants.

In March 1997,  the  defendants  removed the Koch action from the state court to
the United States District Court for the Southern District of Alabama,  Southern
Division  (Civil  Action No.  97-0177-BH-C)  (the  court)  based on the  court's
diversity jurisdiction. In December 1997, the court granted defendants motion to
compel  arbitration of the named  plaintiffs'  claims,  based on an agreement to
arbitrate  contained in the limited  partnership  agreement of each Partnership.
Plaintiffs appealed this decision,  but in June 1998 voluntarily dismissed their
appeal pending settlement of the Koch action, as discussed below.

     In June 1997, the Company and the affiliates who are also defendants in the
Koch action were named as defendants in another  purported class action filed in
the San Francisco  Superior Court,  San Francisco,  California,  Case No. 987062
(the  Romei  action).  The  plaintiff  is an  investor  in Fund V, and filed the
complaint  on her own  behalf  and on  behalf  of all  class  members  similarly
situated who invested in the Funds. The complaint alleges the same facts and the
same causes of action as in the Koch action,  plus  additional  causes of action
against all of the defendants,  including alleged unfair and deceptive practices
and  violations  of state  securities  law.  In July  1997,  defendants  filed a
petition (the petition) in federal district court under the Federal  Arbitration
Act seeking to compel  arbitration of plaintiff's  claims.  In October 1997, the
district court denied the Company's  petition,  but in November 1997,  agreed to
hear the Company's motion for reconsideration. Prior to reconsidering its order,
the district  court  dismissed  the  petition  pending  settlement  of the Romei
action, as discussed below.The state court action continues to be stayed pending
such resolution.

In February 1999 the parties to the Koch and Romei actions  agreed to settle the
lawsuits,  with  no  admission  of  liability  by any  defendant,  and  filed  a
Stipulation  of Settlement  with the court.  The  settlement is divided into two
parts,  a  monetary  settlement  and  an  equitable  settlement.   The  monetary
settlement  provides  for  a  settlement  and  release  of  all  claims  against
defendants  in  exchange  for payment for the benefit of the class of up to $6.6
million.  The final settlement  amount will depend on the number of claims filed
by class members,  the amount of the administrative costs incurred in connection
with the  settlement,  and the amount of attorneys' fees awarded by the court to
plaintiffs'  attorneys.  The Company will pay up to $0.3 million of the monetary
settlement,  with  the  remainder  being  funded  by an  insurance  policy.  For
settlement  purposes,  the monetary  settlement class consists of all investors,
limited partners, assignees, or unit holders who purchased or received by way of
transfer or assignment  any units in the Funds between May 23, 1989 and June 29,
1999.  The monetary  settlement,  if  approved,  will go forward  regardless  of
whether the equitable settlement is approved or not.

The equitable  settlement  provides,  among other things, for: (a) the extension
(until  January 1, 2007) of the date by which FSI must complete  liquidation  of
the Funds' equipment,  (b) the extension (until December 31, 2004) of the period
during which FSI can reinvest the Funds' funds in additional  equipment,  (c) an
increase of up to 20% in the amount of front-end fees (including acquisition and
lease  negotiation  fees)  that  FSI  is  entitled  to  earn  in  excess  of the
compensatory   limitations   set   forth  in  the  North   American   Securities
Administrator's  Association's Statement of Policy, (d) a one-time repurchase by
each of  Funds  V, VI,  and VII of up to 10% of that  partnership's  outstanding
units for 80% of net asset value per unit,  and (e) the deferral of a portion of
the  management  fees  paid to an  affiliate  of FSI  until,  if  ever,  certain
performance  thresholds  have  been met by the  Funds.  Subject  to final  court
approval,   these  proposed   changes  would  be  made  as  amendments  to  each
Partnership's  limited  partnership  agreement  if less than 50% of the  limited
partners of each Partnership vote against such amendments.  The limited partners
will be provided the opportunity to vote against the amendments by following the
instructions  contained in  solicitation  statements that will be mailed to them
after being filed with the  Securities  and Exchange  Commission.  The equitable
settlement  also  provides  for  payment of  additional  attorneys'  fees to the
plaintiffs' attorneys from Partnership funds in the event, if ever, that certain
performance  thresholds  have been met by the Funds.  The  equitable  settlement
class consists of all investors, limited partners, assignees or unit holders who
on June 29, 1999 held any units in Funds V, VI, and VII,  and their  assigns and
successors in interest.

The court preliminarily  approved the monetary and equitable settlements in June
1999. The monetary settlement remains subject to certain  conditions,  including
notice to the monetary class and final  approval by the court  following a final
fairness  hearing.   The  equitable   settlement   remains  subject  to  certain
conditions, including: (a) notice to the equitable class, (b) disapproval of the
proposed  amendments  to the  partnership  agreements  by less  than  50% of the
limited  partners  in one or more of  Funds V, VI,  and  VII,  and (c)  judicial
approval  of the  proposed  amendments  and  final  approval  of  the  equitable
settlement by the court following a final fairness  hearing.  No hearing date is
currently  scheduled for the final fairness  hearing.  The Company  continues to
believe  that the  allegations  of the Koch and  Romei  actions  are  completely
without  merit and intends to continue to defend this matter  vigorously  if the
monetary settlement is not consummated.

The  Partnership  has initiated  litigation in various  official forums in India
against a defaulting Indian airline lessee to recover damages for failure to pay
rent and failure to maintain  such property in  accordance  with relevant  lease
contracts.  The Partnership has  repossessed its property  previously  leased to
such airline. In response to the Partnership's  collection efforts,  the airline
filed  counter-claims  against the  Partnership  in excess of the  Partnership's
claims  against the airline.  The General  Partner  believes  that the airlines'
counterclaims  are  completely  without  merit,  and the  General  Partner  will
vigorously defend against such  counterclaims.  The General Partner believes the
likelihood of an unfavorable outcome from the counterclaims is remote.

The Company is involved as plaintiff or defendant in various other legal actions
incidental  to its  business.  Management  does  not  believe  that any of these
actions will be material to the financial condition of the Partnership.

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, 1999.



<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
entitled  to 5% of the cash  distributions  of the  Partnership.  Net  income is
allocated  to the General  Partner to the extent  necessary to cause the General
Partner's capital account to equal zero. The remaining interests in the profits,
losses,  and cash  distributions of the Partnership are allocated to the limited
partners.  As of December 31, 1999,  there were 9,672 limited  partners  holding
units in the Partnership.

There are several  secondary  markets in which limited  partnership units trade.
Secondary markets are characterized as having few buyers for limited partnership
interests and therefore are generally viewed as being  inefficient  vehicles for
the sale of limited partnership units. Presently,  there is no public market for
the  limited  partnership  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 limited partnership 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  percentage or 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 of a "Qualified  Plan" as defined
by the Employee Retirement Income Security Act of 1974 and Individual Retirement
Accounts to exceed the allowable limit.

The  Partnership  may redeem a certain number of units each year under the terms
of the Partnership's Limited Partnership Agreement, beginning November 24, 1995.
If the number of units made  available  for purchase by limited  partners in any
calendar year exceeds the number that can be purchased  with  reinvestment  plan
proceeds,  then the  Partnership  may,  subject to certain terms and conditions,
redeem up to 2% of the  outstanding  units each year.  The purchase  price to be
offered  by the  Partnership  for  these  units  will  be  equal  to 110% of the
unrecovered  principal  attributable to the units. The unrecovered principal for
any  unit  will  be  equal  to  the  excess  of  (i)  the  capital  contribution
attributable to the unit over (ii) the  distributions  from any source paid with
respect to the units.  As of December 31, 1999,  the  Partnership  had agreed to
purchase  approximately  4,000  units for an  aggregate  price of  $30,400.  The
General  Partner  anticipates  that these units will be repurchased in the first
and second  quarters of 2000.  As of December  31,  1999,  the  Partnership  has
repurchased a cumulative  total of 126,529  units at a cost of $1.5 million.  In
addition to these units,  the General  Partner may purchase  additional  limited
partnership units on behalf of the Partnership in the future.











                      (This space intentionally left blank)


<PAGE>


ITEM 6.    SELECTED FINANCIAL DATA

Table 2, below, lists selected financial data for the Partnership:
<TABLE>
<CAPTION>

                                     TABLE 2

                        For the Years Ended December 31,
        (In thousands of dollars, except weighted-average unit amounts)

                                                       1999          1998          1997          1996          1995
                                                   ----------------------------------------------------------------------

      Operating results:
        <S>                                        <C>           <C>           <C>           <C>           <C>
        Total revenues                             $  50,209     $  35,140     $  39,576     $  36,356     $  35,216
        Net gain on disposition of equipment          25,951         6,253        10,121         7,214           128
        Loss on revaluation of equipment               3,567         4,276            --            --            --
        Equity in net income (loss) of uncon-
          solidated special-purpose entities          (1,003)        6,465         3,336         3,700            --
        Net income (loss)                              5,996         1,445         9,232         8,291        (1,974)

      At year-end:
        Total assets                               $  78,204     $ 104,270     $ 121,551     $ 123,441     $ 132,484
        Total liabilities                             33,183        38,022        39,006        41,059        39,253
        Note payable                                  30,000        30,000        30,000        31,286        30,000

      Cash distribution                            $  13,806     $  15,226     $  17,384     $  17,467     $  17,518

      Cash distribution representing
        a return of capital to the limited
        partners                                   $   7,810     $  13,781     $   8,152     $   9,176     $  16,642

      Per weighted-average limited partnership unit:

        Net income (loss)                          $    0.65<F1>1$    0.08<F1>1$    1.01<F1>1$    0.89<F1>1$   (0.34)<F1>1

        Cash distribution                          $    1.60     $    1.76     $    2.00     $    2.00     $    2.00

        Cash distribution representing
          a return of capital                      $    0.95     $    1.68     $    0.99     $    1.11     $    2.00

<FN>
<F1>

1  After reduction of income  necessary to cause the General  Partner's  capital
   account to equal zero of $0.4 million ($0.04 per weighted-average  depositary
   unit) in 1999, $0.7 million ($0.08 per  weighted-average  depositary unit) in
   1998, $0.4 million ($0.04 per weighted-average depositary unit) in 1997, $0.5
   million  ($0.05  per  weighted-average  depositary  unit) in  1996,  and $1.1
   million ($0.12 per weighted-average depositary unit) in 1995.

</FN>
</TABLE>






                      (This space intentionally left blank)








<PAGE>


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

(A)  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 segments in which
it operates and its effect on the Partnership's overall financial condition.

(B)  Results of Operations - Factors Affecting Performance

(1)  Re-leasing Activity and Repricing 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 Partnership equipment include, but are not limited to, supply and demand for
similar or comparable types of transport capacity, desirability of the equipment
in the leasing market,  market conditions for the particular industry segment in
which the equipment is to be leased,  overall economic  conditions,  and various
regulations  concerning the use of the equipment.  Equipment that is idle or out
of  service  between  the  expiration  of one  lease  and  the  assumption  of a
subsequent  lease can result in a reduction of contribution to the  Partnership.
The Partnership  experienced  re-leasing or repricing activity in 1999 primarily
in  its  railcar,   trailer,  marine  vessel,  aircraft,  and  marine  container
portfolios.

     (a) Railcars:  While this equipment  experienced some re-leasing  activity,
lease rates in this market remain relatively constant.

     (b) Trailers:  The Partnership's  trailer portfolio  operates in short-term
rental  facilities or with short-line  railroad  systems.  The relatively  short
duration of most leases in these operations exposes the trailers to considerable
re-leasing activity.

     (c) Marine vessels: Certain of the Partnership's marine vessels ended their
existing  leases and are now  operating  in the voyage  charter  market.  Voyage
charters  are usually  short in duration and reflect the  short-term  demand and
pricing trends in the vessel market. As a result, the Partnership  experienced a
decrease in lease  revenues  due to the weakness in the voyage  charter  market.
These  marine  vessels will again be  remarketed  during 2000  exposing  them to
repricing and re-leasing risk.

     (d) Aircraft:  One of the Partnership's  stage II commercial aircraft ended
its  existing  lease  during 1999 and remains off lease.  The  Partnership  also
purchased  an interest in an entity  that owns a stage III  commercial  aircraft
which it has been unable to lease.

     (e) Marine containers: Some of the Partnership's marine containers that are
on lease are leased to operators of utilization-type leasing pools and, as such,
are highly  exposed to  repricing  activity.  The  increase in marine  container
contributions was due to equipment purchases.  Market conditions were relatively
constant in repricing activity during 1999.

(2)  Equipment Liquidations and Nonperforming Lessees

Liquidation  of  Partnership   equipment  and   investments  in   unconsolidated
special-purpose  entities  (USPEs),  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 lease terms,
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  or legal fees. The  Partnership  experienced the
following in 1999:

     (a)  Liquidations:  During  the year,  the  Partnership  disposed  of owned
equipment  that  included a marine  vessel,  marine  containers,  trailers,  and
railcars,  and an interest in a USPE trust that owned a mobile offshore drilling
unit, for total proceeds of $12.8 million.

The Partnership  also sold a commercial  aircraft with a net book value of $15.6
million for  proceeds of $40.1  million  which  included  $3.6 million of unused
engine reserves.  The Partnership's  share of the proceeds from this sale, after
payment to the minority interest holders in this commercial aircraft,  was $25.6
million.

     (b)  Nonperforming  lessees:  Two former India lessees are having financial
difficulties.  The  Partnership  has initiated  litigation  in various  official
forums in India against the defaulting Indian airline lessees to recover damages
for failure to pay rent and failure to maintain such property in accordance with
relevant  lease  contracts.  The total  amount of $2.2  million  due from  these
lessees has been reserved for as a bad debt. The Partnership has repossessed its
property previously leased to these airlines.

(3)  Equipment Valuation

In accordance  with  Financial  Accounting  Standards  Board  statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be  Disposed  Of",  the  General  Partner  reviews  the  carrying  value  of the
Partnership's  equipment portfolio at least quarterly and whenever circumstances
indicate that the carrying  value of an asset may not be recoverable in relation
to  expected  future  market   conditions  for  the  purpose  of  assessing  the
recoverability of the recorded amounts. If the projected undiscounted cash flows
and the fair market value of the equipment  are less than the carrying  value of
the equipment, a loss on revaluation is recorded.  Reductions of $3.6 million to
the carrying value of owned equipment were required  during 1999.  Reductions of
$4.3  million and $1.0  million to the  carrying  value of owned  equipment  and
partially  owned  equipment,   respectively,   were  required  during  1998.  No
reductions were required to the carrying value of equipment during 1997.

As of December 31, 1999, the General  Partner  estimated the current fair market
value of the  Partnership's  equipment  portfolio,  including the  Partnership's
interest in equipment  owned by USPEs,  to be $95.2  million.  This  estimate is
based on recent market  transactions for equipment  similar to the Partnership's
equipment portfolio and the Partnership's  interest in equipment owned by USPEs.
Ultimate  realization  of  fair  market  value  by the  Partnership  may  differ
substantially from the estimate due to specific market conditions, technological
obsolescence,  and government regulations,  among other factors that the General
Partner cannot accurately predict.

(C) 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 of $166.1 million and permanent
debt  financing of $30.0  million.  No further  capital  contributions  from the
limited  partners are  permitted  under the terms of the  Partnership's  limited
partnership  agreement.   The  Partnership's  total  outstanding   indebtedness,
currently  $30.0  million,  can only be increased by a maximum of $5.0  million,
subject  to  specific   covenants  in  existing  debt  agreements,   unless  the
Partnership's senior lender will issue a waiver.

The Partnership relies on operating cash flow to meet its operating  obligations
and to make cash distributions.

For the year ended December 31, 1999, the Partnership  generated $7.1 million in
operating cash (net cash used in operating  activities  less minority  interests
plus  non-liquidating  cash  distributions  from  USPEs)  to meet its  operating
obligations and make  distributions  of $13.8 million to the partners,  but also
used  undistributed  available  cash from prior  periods of  approximately  $6.7
million.

Pursuant the terms of the limited partnership  agreement,  beginning December 1,
1994, if the number of units made available for purchase by limited  partners in
any calendar  year exceeds the number that can be  purchased  with  reinvestment
plan  proceeds,   then  the  Partnership  may,  subject  to  certain  terms  and
conditions,  redeem up to 2% of the  outstanding  units each year.  The purchase
price to be  offered  for such  units  will be equal to 110% of the  unrecovered
principal  attributed  to the  units.  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.  As of December  31,  1999,  the
Partnership  had agreed to purchase  approximately  4,000 units for an aggregate
price of approximately $30,400. The General Partner anticipates that these units
will be repurchased during the first and second quarters of 2000. In addition to
these units, the General Partner may purchase  additional units on behalf of the
Partnership in the future.

The General  Partner has entered into a joint $24.5 million credit facility (the
Committed Bridge Facility) on behalf of the Partnership,  PLM Equipment Growth &
Income Fund VII (EGF VII) and Professional  Lease Management Income Fund I (Fund
I), both affiliated  investment  programs;  and TEC Acquisub,  Inc. (TECAI),  an
indirect  wholly-owned  subsidiary of the General Partner,  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
Partnership,  EGF VII,  Fund I, and TECAI  collectively  may  borrow up to $24.5
million of the Committed Bridge Facility. Outstanding borrowings by one borrower
reduce the amount  available to each of the other  borrowers under the Committed
Bridge Facility.  The Committed Bridge Facility also provides for a $5.0 million
Letter of Credit Facility for the eligible borrowers.  Individual borrowings may
be  outstanding  for no more than 179 days,  with all advances due no later than
June 30, 2000.  Interest accrues at either the prime rate or adjusted LIBOR plus
1.625% at the  borrower's  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, 1999, no eligible  borrower had any outstanding  borrowings.  As of
March 27, 2000, no eligible borrower had any outstanding borrowings. The General
Partner believes it will be able to renew the Committed Bridge Facility upon its
expiration with similar terms as those in the current Committed Bridge Facility.

During 1999 the Partnership borrowed $0.4 million from the General Partner for 5
days. The General Partner charged the Partnership  market interest rates.  Total
interest paid to the General Partner was $421.

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.



















                      (This space intentionally left blank)



<PAGE>


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

(1)  Comparison of the Partnership's Operating Results for the Years Ended
     December 31, 1999 and 1998

(a)  Owned Equipment Operations

Lease  revenues  less  direct  expenses  (defined  as repairs  and  maintenance,
equipment operating,  and asset-specific  insurance expenses) on owned equipment
decreased  during the year ended  December 31, 1999,  when  compared to the year
ended  1998.  Gains or losses  from the sale of  equipment,  interest  and other
income,  and certain  expenses such as depreciation and amortization and general
and  administrative  expenses relating to the operating  segments (see Note 5 to
the audited  financial  statements),  are not  included  in the owned  equipment
operation  discussion  because  these  expenses are indirect in nature and not a
result of operations, but the result of owning a portfolio of equipment.

In September 1999, the General Partner amended the  corporate-by-laws of certain
USPEs in which the  Partnership,  or any  affiliated  program,  owns an interest
greater  than 50%.  The  amendment to the  corporate-by-laws  provided  that all
decisions regarding the acquisition and disposition of the investment as well as
other significant  business decisions of that investment would be permitted only
upon unanimous  consent of the Partnership and all the affiliated  programs that
have an ownership  in the  investment  (the  Amendment).  As such,  although the
Partnership  may own a majority  interest in a USPE,  the  Partnership  does not
control its  management  and thus the equity method of  accounting  will be used
after adoption of the amendment.  As a result of the amendment,  as of September
30, 1999, all jointly owned equipment in which the Partnership  owned a majority
interest,  which had been  consolidated,  were  reclassified  to  investments in
USPEs.  Lease revenues and direct  expenses for jointly owned equipment in which
the Partnership held a majority  interest were reported under the  consolidation
method of  accounting  during the nine months ended  September 30, 1999 and were
included  with the  owned  equipment  operations.  For the  three  months  ended
December 31, 1999,  lease  revenues and direct  expenses for these  entities are
reported  under  the  equity  method of  accounting  and are  included  with the
operations of the USPEs.

The following  table presents lease revenues less direct expenses by segment (in
thousands of dollars):

                                                  For the Years
                                                Ended December 31,
                                                1999             1998
                                              ----------------------------
  Railcars                                    $  3,722            3,254
  Aircraft, aircraft engines, and components     3,649            7,907
  Marine vessels                                 3,527            4,640
  Marine containers                              2,317              911
  Trailers                                       2,021            2,478

Railcars:  Railcar lease revenues and direct expenses were $4.6 million and $0.8
million,  respectively,  for the year ended December 31, 1999,  compared to $4.1
million  and $0.9  million,  respectively,  for the  same  period  of 1998.  The
increase in railcar  lease  revenues  was due to the  purchase of a portfolio of
railcars  during the fourth  quarter of 1998.  These  railcars were on lease the
entire  1999  year  compared  to being on lease for less than two weeks in 1998.
Railcar  contribution  also increased due to lower repairs  required during 1999
when compared to the same period of 1998.

Aircraft,  aircraft engines, and components:  Aircraft lease revenues and direct
expenses  were $4.5 million and $0.8 million,  respectively,  for the year ended
December 31,  1999,  compared to $9.1  million and $1.2  million,  respectively,
during the same period of 1998.  The decrease in aircraft lease revenues of $1.1
million was due to a Boeing  737-200 being  off-lease  during the entire year of
1999  that was  on-lease  for 10 months of 1998.  Additionally,  aircraft  lease
revenues  decreased $3.5 million due to the sale of a Boeing 767-200ER Stage III
commercial  aircraft in June 1999. Direct expenses decreased $0.5 million due to
required  repairs  to the  Boeing  737-200  and  767-200  in 1998  that were not
required in 1999.

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $9.8
million and $6.3 million,  respectively,  for the year ended  December 31, 1999,
compared to $10.7 million and $6.1 million, respectively, during the same period
of 1998.  The purchase of two marine vessels during 1998 and 1999 generated $2.2
million in additional lease revenues. During the end of 1998, two marine vessels
ended their existing lease with a lessee that was paying the Partnership a fixed
lease rate that was 70% above freight market rates in effect at that time.  When
these two vessels went on voyage charter during the year of 1999, lease revenues
decreased $1.1 million due to a decline in the comparative lease rates.

Direct  expenses  from the two marine  vessels  purchased  during  1999 and 1998
increased $1.1 million,  while the existing marine vessels saw a decline of $0.3
million in repairs and maintenance due to fewer required repairs.

The  September 30, 1999  Amendment  which  changed the  accounting  treatment of
majority  held  equipment  from the  consolidation  method of  accounting to the
equity method of accounting  affected the lease revenues and direct  expenses of
one marine  vessel.  Lease revenues for the  Partnership's  majority held marine
vessel decreased $2.0 million for the year ended December 31, 1999 when compared
to the same period of 1998.  The decline in lease  revenues of $1.3  million was
caused by a decline in lease rates and the decline of $0.7 million was caused by
the Amendment. Direct expenses for the Partnership's majority held marine vessel
also decreased $0.6 million due to the Amendment.

Marine containers: Marine container lease revenues and direct expenses were $2.3
million and $1,000, respectively, for the year ended December 31, 1999, compared
to $0.9 million and $13,000,  respectively,  during the same period of 1998. The
increase in marine container lease revenues of $1.4 million was primarily due to
the  purchase of a  portfolio  of marine  containers  during 1999 and the fourth
quarter of 1998,  and an increase in marine  container  utilization.  The marine
containers  purchased during 1998 were on-lease the entire year of 1999 compared
to only one month of 1998.

Trailers:  Trailer lease revenues and direct expenses were $2.8 million and $0.8
million,  respectively,  for the year ended December 31, 1999,  compared to $3.3
million and $0.8 million,  respectively,  during the same period of 1998. During
1999,  certain dry  trailers  transitioned  to a new  PLM-affiliated  short-term
rental facility  specializing in this type of trailer causing lease revenues for
this group of trailers to decrease $0.1 million  during the year ended  December
31, 1999 when  compared to the same period of 1998.  In addition,  the number of
trailers owned by the Partnership declined during 1999 and 1998 due to sales and
dispositions.  The  result  of this  declining  fleet  has  been a  decrease  of
approximately $0.4 million in trailer contribution.

(b)   Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses of $26.5 million for the year ended  December 31, 1999
decreased from $30.9 million for the same period in 1998.  Significant variances
are explained as follows:

     (i) A $4.1 million decrease in depreciation and amortization  expenses from
1998 levels reflects the decrease of $5.9 million caused by the double-declining
balance  method of  depreciation  which results in greater  depreciation  in the
first  years an asset is owned,  a decrease  of $2.2  million due to the sale of
certain  equipment  during 1999 and 1998,  and a decrease  of $0.8  million as a
result the  Amendment.  These  decreases  were offset in part, by an increase of
$4.8  million in  depreciation  and  amortization  expenses  resulting  from the
purchase of additional equipment during 1999.

     (ii)Loss on revaluation of marine vessels and marine  containers  decreased
$0.7 million  during the year ended  December 31, 1999 when compared to the same
period of 1998.  During 1999, a loss on revaluation of $3.6 million was recorded
for marine  vessels  compared to $4.1 million  during the same period of 1998. A
loss on  revaluation of $0 during 1999 and $0.2 million during 1998 was recorded
for marine containers.

     (iii) A $0.3  million  decrease in  management  fees was due to lower lease
revenues earned by the Partnership  during the year ended December 31, 1999 when
compared to the same period of 1998.

     (iv)A $0.1  million  decrease in  administrative  expenses was due to lower
costs for professional  services needed to collect past due receivables due from
certain nonperforming lessees.

     (v) A $0.7 million  increase in the  provision  for bad debts  reflects the
General  Partner's  evaluation of the  collectibility  of  receivables  due from
certain lessees.



<PAGE>



(c)   Net Gain on Disposition of Owned Equipment

The net gain on the  disposition of owned  equipment for the year ended December
31, 1999 totaled $26.0  million,  and resulted from the sale of a marine vessel,
marine containers,  trailers, and railcars,  with an aggregate net book value of
$7.9  million,  for $9.3  million.  In  addition,  the  Partnership  also sold a
commercial  aircraft  with a net book value of $15.6  million for $40.1  million
which  includes  $3.6  million of unused  engine  reserves.  The net gain on the
disposition of owned equipment for the year ended December 31, 1998 totaled $6.3
million,  and  resulted  from the sale of a  commercial  aircraft,  an  aircraft
engine, marine containers,  trailers,  and railcars,  with an aggregate net book
value of $6.1 million,  for $12.4 million which  included $1.4 million of unused
engine reserves.

(d)  Minority interests

Minority  interests  increased  $7.7  million  in  1999  when  compared  to 1998
primarily  due to the  $24.4  million  gain  on the  sale  of the  Partnership's
aircraft  of which  the  minority's  share of the  gain  was $8.8  million.  The
increase caused by the sale was offset in part, by a decrease of $2.2 million in
the minority's  share of lease  revenues,  and a decrease of $1.1 million in the
minority's share of direct and indirect  expenses during the year ended December
31,  1999  when  compared  to the same  period  of 1998,  as it  relates  to the
minority's percentage of ownership in these interests.

(e)  Interest and other income

Interest and other income  decreased  $0.5 million in 1999 due to lower  average
cash  balances  available  for  investments  when compared to the same period of
1998.

(f)  Equity in Net Income (Loss) of Unconsolidated Special-Purpose Entities

Net income (loss) generated from the operation of jointly-owned assets accounted
for under the equity  method is shown in the following  table by equipment  type
(in thousands of dollars):

                                                  For the Years
                                               Ended December 31,
                                               1999               1998
                                             ------------------------------
  Mobile offshore drilling unit              $     271          $     243
  Marine containers                                  5                (20)
  Aircraft                                        (250)              7,841
  Marine vessels                                (1,029)             (1,599)
                                             =============      ============
      Equity in net income (loss) of USPEs   $  (1,003)         $    6,465
                                             =============      ============

Mobile  offshore  drilling  unit:  During 1999 and as of December 31, 1998,  the
Partnership owned an interest in an entity that owned a mobile offshore drilling
unit.  During the year ended  December 31, 1999,  lease revenues of $1.2 million
were  offset  by the  loss of $0.3  million  from the  sale of this  entity  and
depreciation  expense,  direct  expenses,  and  administrative  expenses of $0.6
million.  During the same period of 1998,  lease  revenues of $1.2  million were
offset by depreciation expense,  direct expenses, and administrative expenses of
$1.0 million.  Direct expenses from this equipment decreased $0.3 million during
1999,  when  compared  to the same  period  of 1998,  due to lower  depreciation
expense  caused by the  double-declining  balance  method of  depreciation.  The
double-declining  balance method of depreciation results in greater depreciation
in the first years an asset is owned.

Marine  containers:  As of December 31, 1999 and 1998, the Partnership  owned an
interest  in an entity  that  owns  marine  containers.  During  the year  ended
December 31, 1999,  lease  revenues of $0.5 million were offset by  depreciation
expense,  direct expenses, and administrative  expenses of $0.4 million.  During
the same period of 1998,  revenues of $0.1 million  were offset by  depreciation
expense,  direct  expenses,  and  administrative  expenses of $0.1 million.  The
Partnership  purchased the interest in this entity during  September  1998.  The
year  ended  December  31,  1999  represents  a full  year  of  lease  revenues,
depreciation expense, direct expenses, and administrative expenses when compared
to four months of revenues and expenses during the same period of 1998.

Aircraft:  As of December 31,  1999,  the  Partnership  owned an interest in two
commercial  aircraft  on a direct  finance  lease  and an  interest  in a Boeing
737-300 commercial  aircraft.  As of December 31, 1998, the Partnership owned an
interest in two commercial  aircraft on a direct finance lease.  During the year
ended  December 31, 1999,  revenues of $0.7 million were offset by  depreciation
expense,  direct expenses, and administrative  expenses of $1.0 million.  During
the same period of 1998,  revenues of $1.8  million and the gain of $6.9 million
from the sale of an interest in a trust that held four commercial aircraft, were
offset by depreciation expense,  direct expenses, and administrative expenses of
$0.8  million.  The decrease in revenues of $1.0  million  during the year ended
December  31, 1999,  was due to the sale of the  Partnership's  investment  in a
trust owning four commercial aircraft during 1998. The Partnership's  investment
in a trust  owning a Boeing  737-300  during  1999 did not  generate  any  lease
revenues. The increase of $0.2 million in depreciation expense, direct expenses,
and  administrative  expenses  was caused by the  purchase  of an  interest in a
Boeing 737-300 during 1999.

Marine vessels:  As of December 31, 1999, the  Partnership  owned an interest in
entities that own a total of three marine vessels.  As of December 31, 1998, the
Partnership  owned an  interest  in  entities  that  own a total  of two  marine
vessels.  During the year ended December 31, 1999, revenues of $1.6 million were
offset by depreciation expense,  direct expenses, and administrative expenses of
$2.7  million.  During the same period of 1998,  revenues of $1.5  million  were
offset by depreciation expense,  direct expenses, and administrative expenses of
$2.1 million and a loss on the revaluation of a marine vessel of $1.0 million.

The  increase  in  lease  revenues  of $0.1  million  was  primarily  due to the
September 30, 1999 Amendment which changed the accounting  treatment of majority
held equipment from the consolidation  method of accounting to the equity method
of  accounting  affected the lease  revenues  and direct  expenses of one marine
vessel.  The Amendment that caused lease revenues to increase $0.4 million for a
marine  vessel was offset in part,  by a decrease of $0.2 million  earned on the
two other marine vessels due to lower lease rates.

The  increase in  depreciation  expense,  direct  expenses,  and  administrative
expenses of $0.6 million was primarily due to the September 30, 1999  Amendment.
The Amendment caused depreciation expense,  direct expenses,  and administrative
expenses to increase $1.0 million for one marine  vessel.  The increase in these
expenses  was  offset  in  part,   by  a  decrease  of  $0.3  million  from  the
double-declining  balance  method  of  depreciation  which  results  in  greater
depreciation  in the first years an asset is owned.  Repairs and  maintenance to
the marine  vessels also  decreased  $0.1 million during the year ended December
31, 1999,  due to fewer  repairs  required  when  compared to the same period of
1998.

Additionally,  there was no loss on the  revaluation of marine vessels  required
during the year ended December 31, 1999.

(g)  Net Income

As a result of the foregoing,  the  Partnership's  net income for the year ended
December  31,  1999 was $6.0  million,  compared  to net income of $1.4  million
during  the same  period of 1998.  The  Partnership's  ability to  operate,  and
liquidate assets,  secure leases,  and re-lease those assets whose leases expire
is subject to many factors, and the Partnership's  performance in the year ended
December 31, 1999 is not necessarily  indicative of future periods.  In the year
ended  December 31,  1999,  the  Partnership  distributed  $13.1  million to the
limited partners, or $1.60 per weighted-average limited partnership unit.



<PAGE>


(2)  Comparison of the Partnership's Operating Results for the Years Ended
     December 31, 1998 and 1997

(a)  Owned Equipment Operations

Lease  revenues  less  direct  expenses  (defined  as  repair  and  maintenance,
equipment operating,  and asset-specific  insurance expenses) on owned equipment
decreased  during the year ended  December 31, 1998,  when  compared to the same
period of 1997.  Gains or losses from the sale of equipment,  interest and other
income,  and certain  expenses such as depreciation and amortization and general
and  administrative  expenses relating to the operating  segments (see Note 5 to
the audited  financial  statements),  are not  included  in the owned  equipment
operations  discussion  because these  expenses are indirect in nature and not a
result of  operations,  but the result of owning a portfolio of  equipment.  The
following  table  presents  lease  revenues less direct  expenses by segment (in
thousands of dollars):

                                                          For the Years
                                                        Ended December 31,
                                                      1998             1997
                                                  ----------------------------
  Aircraft, aircraft engines, and components       $  7,907        $   7,846
  Marine vessels                                      4,640            2,705
  Railcars                                            3,254            3,134
  Trailers                                            2,478            2,890
  Marine containers                                     911            1,668

Aircraft,  aircraft engines, and components:  Aircraft lease revenues and direct
expenses  were $9.1 million and $1.2 million,  respectively,  for the year ended
December 31,  1998,  compared to $8.5  million and $0.7  million,  respectively,
during  the  same  period  of 1997.  A  decrease  of $2.3  million  in  aircraft
contribution  was due to the sale of a Stage II commercial  aircraft during 1998
and the sale of a portfolio of aircraft engines and components during the fourth
quarter of 1997. The sale of this equipment was offset,  in part, by an increase
in aircraft contribution of $2.7 million from the purchase of an MD-82 Stage III
commercial  aircraft and a portfolio of aircraft rotable  components  during the
first quarter of 1998. The  Partnership  received  additional  lease revenues of
$0.2 million due to a rate increase on the 767-200ER commercial aircraft. Direct
expenses  increased  $0.5 million  during the year ended  December 31, 1998 when
compared to the same period of 1997 due to required repairs needed to the Boeing
737-200 that were not required during 1997.

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses were $10.7
million and $6.1 million,  respectively,  for the year ended  December 31, 1998,
compared to $10.8 million and $8.1 million, respectively, during the same period
of 1997.

The decrease in marine  vessel lease  revenues of $0.1 million was caused by the
following events:

     (i) the sale of two marine vessels during the fourth quarter of 1997 caused
lease  revenues to decrease  $4.2 million  during 1998 when compared to the same
period of 1997;

     (ii) two marine  vessels ended their  existing  leases  during 1998.  These
marine  vessels  were  re-leased  during  1998 to a  bareboat  charter.  Under a
bareboat  charter,  the lessee pays a lower lease rate and also pays for certain
operating  expenses.  As a result of the new lease  arrangement at a lower rate,
lease revenues decreased $0.8 million;

     (iii) the  decrease  in lease  revenues  caused by the above was  offset in
part, by the purchase of an additional  marine vessel during the second  quarter
of 1998 that increased lease revenues $1.3 million;

     (iv) lease  revenues  also  increased  $3.6  million due the  Partnership's
purchase  of a marine  vessel  during the fourth  quarter of 1997,  which was on
lease the full year of 1998 when compared to three months of 1997.

The decrease in marine vessel direct  expenses of $2.0 million was caused by the
following events:

     (i) the sale of the  Partnership's  two  marine  vessels  during the fourth
quarter of 1997 caused direct  expenses to decrease  $3.2 million.  These marine
vessels also received a $0.1 million  loss-of-hire  insurance refund during 1998
from  Transportation  Equipment  Indemnity  Company,  Ltd.,  an affiliate of the
General  Partner,  due to lower  claims from the insured  Partnership  and other
insured affiliated partnerships;

     (ii) two marine  vessels ended their  existing  leases  during 1998.  These
marine vessel were re-leased during 1998 on a bareboat charter. Under a bareboat
charter, the lessee pays for certain operating expenses,  this lease arrangement
caused direct expenses to decrease $0.4 million;

     (iii) the  decrease  in direct  expenses  caused by the above was offset in
part, by the purchase of an additional  marine vessel during the second  quarter
of 1998 that increased direct expenses $0.1 million;

     (iv)direct  expenses  also  increased  $1.7  million due the  Partnership's
purchase  of a marine  vessel  during the fourth  quarter of 1997,  which was on
lease the full year of 1998 when compared to one quarter of 1997.

Railcars:  Railcar lease revenues and direct expenses were $4.1 million and $0.9
million,  respectively,  for the year ended  December 31, 1998  compared to $4.1
million and $1.0  million,  respectively,  during the same  period of 1997.  The
increase in railcar  contribution  was due to lower repairs required during 1998
when compared to the same period of 1997.

Trailers:  Trailer lease revenues and direct expenses were $3.3 million and $0.8
million,  respectively,  for the year ended December 31, 1998,  compared to $3.8
million and $0.9  million,  respectively,  during the same  period of 1997.  The
number of trailers owned by the  Partnership  has declined  during 1998 and 1997
due to sales and  dispositions.  The result of this  declining  fleet has been a
decrease in trailer contribution.

Marine containers: Marine container lease revenues and direct expenses were $0.9
million  and  $13,000,  respectively,  for the year  ended  December  31,  1998,
compared to $1.7 million and $13,000,  respectively,  during the same quarter of
1997.  The number of containers  has declined  during 1998 and 1997 due to sales
and  dispositions.  The result of this  declining  fleet has been a decrease  in
container contribution.

(b)  Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses of $30.9 million for the year ended  December 31, 1998
increased from $23.4 million for the same period in 1997.  Significant variances
are explained as follows:

     (i) A $5.6 million increase in depreciation and amortization  expenses from
1997 levels  reflects the purchase of certain assets during 1998.  This increase
was offset in part by the sale of certain equipment during 1998 and 1997 and use
of the double-declining  balance method of depreciation which results in greater
depreciation in the first years an asset is owned.

     (ii)Loss on revaluation of equipment increased $4.3 million during the year
ended December 31, 1998 and resulted from the Partnership  reducing the carrying
value of marine  containers and marine vessels to their estimated net realizable
value. No revaluation of equipment was required during 1997.

     (iii)A $0.4 million decrease in interest expense was due to a lower average
debt balance on the short-term credit facility when compared to 1997.

     (iv) A $0.5 million  decrease in  administrative  expenses was due to lower
costs for professional  services needed to collect past due receivables due from
certain nonperforming lessees.

     (v)A $1.3 million  decrease in the  provision  for bad debts was due to the
collection  of $0.7  million  from past due  receivables  during  the year ended
December 31, 1998 that had  previously  been reserved for as a bad debt, and the
General  Partner's  evaluation of the  collectibility  of  receivables  due from
certain lessees.


<PAGE>


(c)  Net Gain (Loss) on Disposition of Owned Equipment

The net gain on the  disposition of owned  equipment for the year ended December
31, 1998  totaled  $6.3  million,  and  resulted  from the sale of a  commercial
aircraft, an aircraft engine, marine containers, trailers, and railcars, with an
aggregate net book value of $6.1 million, for $12.4 million, which included $1.4
million of unused engine reserves.  The net gain on the disposition of equipment
for the year ended December 31, 1997 totaled $10.1 million,  which resulted from
the sale of  aircraft  components,  marine  containers,  and  trailers,  with an
aggregate net book value of $5.4 million,  for proceeds of $7.2 million, and the
sale of two marine  vessels with a net book value of $10.3  million for proceeds
of $17.8  million.  Included  in the gain of $8.3  million  from the sale of the
marine vessels is the unused portion of accrued drydocking of $0.8 million.

(d)  Minority interests

A $0.7  million  increase in minority  interest  was due to an increase in lease
revenues of $2.0 million and direct and indirect expenses of $1.4 million during
1998 when compared to the same period of 1997,  as it relates to the  minority's
percentage of ownership in these interests.

(e)   Interest and Other Income

Interest and other  income  increased  $0.3  million due to higher  average cash
balances available for investment throughout most of 1998 when compared to 1997.

(f)  Equity in Net Income (Loss) of Unconsolidated Special-Purpose Entities
     (USPEs)

Net income (loss) generated from the operation of jointly-owned assets accounted
for under the equity  method is shown in the following  table by equipment  type
(in thousands of dollars):

                                                 For the Years
                                               Ended December 31,
                                             1998               1997
                                          ------------------------------
  Aircraft                                $   7,841          $  3,866
  Mobile offshore drilling unit                 243                 1
  Marine containers                             (20)               --
  Marine vessels                             (1,599)             (531)
                                          -------------     ------------
      Equity in net income of USPEs       $   6,465          $  3,336
                                          =============     ============

Aircraft:  As of December 31, 1998, the Partnership owned an interest in a trust
that owns two commercial  aircraft on a direct finance lease. As of December 31,
1997,  the  Partnership  owned an interest  in a trust that owns two  commercial
aircraft  on a direct  finance  lease and an  interest in a trust that held four
commercial aircraft.  During the year ended December 31, 1998, lease revenues of
$1.8  million and the gain of $6.9  million  from the sale of an interest in the
trust that held four commercial aircraft,  were offset by depreciation  expense,
direct expenses,  and administrative  expenses of $0.8 million.  During the same
period of 1997, lease revenues of $4.5 million and the gain of $3.4 million from
the sale of an interest  in the trust that held six  commercial  aircraft,  were
offset by depreciation expense,  direct expenses, and administrative expenses of
$4.0  million.  The decrease in lease  revenues of $2.7 million  during the year
ended December 31, 1998 was due to the sale of the  Partnership's  interest in a
trust  owning  four  commercial  aircraft  during  1998  and  the  sale  of  the
Partnership's  interest in another trust owning six commercial  aircraft  during
the  fourth  quarter  of  1997.   Depreciation  expense,  direct  expenses,  and
administrative expenses decreased $3.2 million as a result of these sales.

Mobile offshore drilling unit: As of December 31, 1998 and 1997, the Partnership
owned an  interest in a mobile  offshore  drilling  unit.  During the year ended
December 31, 1998, revenues of $1.2 million were offset by depreciation expense,
direct expenses,  and administrative  expenses of $1.0 million.  During the same
period of 1997,  revenues of $1.1 million were offset by  depreciation  expense,
direct expenses,  and administrative  expenses of $1.1 million. The contribution
from this equipment  increased  during 1998, when compared to the same period of
1997, due to a higher lease rate of $0.1 million earned on this  equipment,  and
lower depreciation expense of $0.2 million due to the  double-declining  balance
method of depreciation which results in greater  depreciation in the first years
an asset is owned.

Marine containers: As of December 31, 1998, the Partnership owned an interest in
an entity that owns marine  containers.  During  1998,  revenues of $0.1 million
were  offset  by  depreciation  expense,  direct  expenses,  and  administrative
expenses of $0.1 million. The Partnership  purchased the interest in this entity
during the third quarter of 1998.

Marine  vessels:  As of December  31, 1998 and 1997,  the  Partnership  owned an
interest  in  entities  that  owned two  marine  vessels.  During the year ended
December 31, 1998, revenues of $1.5 million were offset by depreciation expense,
direct expenses,  and administrative  expenses of $2.1 million and a loss on the
revaluation of a marine vessel of $1.0 million.  During the same period of 1997,
revenues of $1.9 million were offset by depreciation  expense,  direct expenses,
and  administrative  expenses of $2.4 million.  Marine vessel revenues decreased
$0.4  million  during the year ended 1998 due to lower lease  rates  earned when
compared to the same period of 1997. Depreciation expense decreased $0.2 million
during the year ended  December  31,  1998 due to the  double-declining  balance
method of depreciation which results in greater  depreciation in the first years
an asset is owned, and lower direct expenses when compared to the same period of
1997.  Direct  expense  decreased $0.1 million during the year ended 1998 due to
lower required repairs and maintenance when compared to the same period of 1997.
Loss on  revaluation of equipment of $1.0 million during the year ended December
31, 1998  resulted  from the  Partnership  reducing  the  carrying  value of its
interest in an entity owning a marine  vessel to its  estimated  net  realizable
value.  No  revaluation in the carrying value of interests in marine vessels was
required during 1997.

(g)  Net Income

As a result of the foregoing,  the  Partnership's  net income for the year ended
December  31, 1998 was $1.4  million,  compared to a net income of $9.2  million
during the same period of 1997. The Partnership's  ability to acquire,  operate,
and liquidate  assets,  secure  leases,  and re-lease  those assets whose leases
expire is subject to many factors, and the Partnership's  performance during the
year ended December 31, 1998 is not necessarily indicative of future periods. In
the year ended December 31, 1998, the Partnership  distributed  $14.4 million to
the limited partners, or $1.76 per weighted-average limited partnership unit.

(E)  Geographic Information

Certain of the Partnership equipment operates in international markets. Although
these operations expose the Partnership to certain currency,  political,  credit
and economic risks, the General Partner believes that these risks are minimal or
has implemented strategies to control the risks. 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
by avoiding  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 General Partner
strives to minimize this risk with market analysis prior to committing equipment
to a  particular  geographic  area.  Refer  to Note 6 to the  audited  financial
statements,  for information on the lease revenues,  net income (loss),  and net
book value of equipment in various geographic regions.

Revenues and net operating  income  (loss) 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 of
ownership due to the use of the double-declining balance method of depreciation.
The relationships of geographic revenues,  net income (loss), and net book value
of equipment are expected to change  significantly in the future, as assets come
off lease and  decisions  are made  either 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 USPEs on
lease to U.S.-  domiciled  lessees  consist of aircraft,  trailers and railcars.
During 1999,  U.S. lease revenues  accounted for 31% of the total lease revenues
of wholly- and partially-owned  equipment, while this region reported a net loss
of $0.9 million compared to the Partnership's net income of $6.0 million.

The Partnership's owned equipment on lease to Canadian-domiciled lessees consist
of railcars.  During 1999, Canadian lease revenues accounted for 4% of the total
lease  revenues  of  wholly-  and  partially-owned  equipment,  while net income
accounted for $0.4 million of the Partnership's net income of $6.0 million.

The   Partnership's   investment   in  an   aircraft   on   lease   to  a  South
American-domiciled  lessee  during  1999  accounted  for 6% of the  total  lease
revenues of wholly- and  partially-owned  equipment.  South American  operations
accounted for $15.5 million of the Partnership's net income of $6.0 million. The
primary reason for this  relationship is the gain of $24.4 million realized from
the sale of the  asset in this  geographic  region  of which  the  Partnership's
proportional  share was $15.6 million after  deducting the  minority's  interest
share.

The  Partnership's  owned  equipment  that was on lease to lessees  domiciled in
Europe  consists of a portfolio  of aircraft  rotables.  Lease  revenues in this
region   accounted   for  1%  of  the  total  lease   revenues  of  wholly-  and
partially-owned  equipment and recorded a net income of $23,000 when compared to
the Partnership's net income of $6.0 million.

The  Partnership's  owned  equipment  that was on lease to lessees  domiciled in
India  consists of aircraft.  Lease  revenues in this region  accounted for less
than 1% of the total lease revenues of wholly- and partially-owned equipment and
recorded a net loss of $1.8  million  when  compared  to the  Partnership's  net
income of $6.0 million.

The Partnership's owned equipment and investments in equipment owned by USPEs on
lease to lessees in the rest of the world consists of marine vessels, a rig that
was sold during 1999, and marine  containers.  During 1999,  lease revenues from
these  operations  accounted for 57% of the total lease  revenues of wholly- and
partially-owned  equipment,  while reporting a net loss from these operations of
$5.0  million  compared to the  Partnership's  net income of $6.0  million.  The
primary reason for this relationship is that the Partnership  recorded a loss on
the revaluation of owned marine vessels for $3.6 million.

(F) Effects of Year 2000

As of March 27, 2000, the Partnership has not experienced any material Year 2000
(Y2K)  issues  with  either  its  internally  developed  software  or  purchased
software. In addition, to date, the Partnership has not been impacted by any Y2K
problems  that may  have  impacted  our  customers  and  suppliers.  The  amount
allocated to the  Partnership by the General  Partner  related to Y2K issues has
not been material.  The General Partner continues to monitor its systems for any
potential Y2K issues.

(G)  Inflation

Inflation had no significant impact on the Partnership's operations during 1999,
1998, or 1997.

(H)  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.

(I)  Outlook for the Future

Since the  Partnership  is in its  holding or  passive  liquidation  phase,  the
General  Partner will be seeking to  selectively  re-lease or sell assets as the
existing leases expire.  Sale decisions will cause the operating  performance of
the Partnership to decline over the remainder of its life.

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.

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,
and government or other regulations. The unpredictability of these factors 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.

The  Partnership  intends  to use cash  flow  from  operations  to  satisfy  its
operating  requirements,  pay  principal  and  interest  on  debt,  and pay cash
distributions to the partners.

Other factors affecting the Partnership's  contribution during the year 2000 and
beyond include:

(i) The Partnership is experiencing difficulty in re-leasing its older aircraft.

(ii) A worldwide  increase in marine  containers  available  to lease has led to
declining lease rates for this equipment.

(iii)  Depressed  economic  conditions  in Asia  during most of 1999 have led to
declining freight rates for dry bulk marine vessels. As Asia begins its economic
recovery and in the absence of new additional orders, this market is expected to
stabilize and improve over the next 1-2 years.

(iv) The  Partnership  owns an anchor  handling  supply marine vessel that has a
fixed  lease rate due to expire in the year  2000.  If the  economic  conditions
remain the same, the General Partner would expect to re-lease this marine vessel
at a rate much lower than the rate that is currently in place.

(v)  Railcar  loading in North  America  have  continued  to be high,  however a
softening  in the market is  expected  which may lead to lower  utilization  and
lower  contribution  to the  Partnership  as existing  leases expire and renewal
leases are negotiated.

Several other factors may affect the Partnership's  operating performance in the
year 2000 and beyond,  including  changes in the  markets for the  Partnership's
equipment  and changes in the  regulatory  environment  in which that  equipment
operates.

(1)  Repricing Risk

Certain  portions of the  Partnership's  aircraft,  railcar,  marine  container,
marine  vessel,  and trailer  portfolios  will be remarketed in 2000 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.

(2)  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,  purchases, or
sale of equipment.  Under U.S. Federal Aviation Regulations,  after December 31,
1999, no person may operate an aircraft to or from any airport in the contiguous
U.S.  unless that aircraft has been shown to comply with Stage III noise levels.
The  Partnership  has  a  Stage  II  aircraft  that  does  not  meet  Stage  III
requirements.  This Stage II aircraft is  scheduled to be sold or re-leased in a
country  that  does not  require  this  regulation.  The U.S.  Federal  Railroad
Administration  has  mandated  that  effective  July 1, 2000,  all  jacketed and
non-jacketed  tank railcars must be re-qualified to insure tank shell integrity.
Tank shell  thickness,  weld seams,  and weld  attachments must be inspected and
repaired if necessary to re-qualify a tank railcar for service. The average cost
of this  inspection  is $1,800 for  non-jacketed  tank  railcars  and $3,600 for
jacketed tank railcars,  not including any necessary repairs. This inspection is
to be performed at the next scheduled tank test.

(J)  Distribution Levels

Pursuant  to  the  limited  partnership   agreement,   the  Partnership  stopped
reinvesting in additional  equipment beginning in its seventh year of operation,
which  commenced  on January 1, 2000.  The General  Partner  intends to pursue a
strategy of selectively  re-leasing equipment to achieve competitive returns, or
selling   equipment  that  is   underperforming   or  whose  operation   becomes
prohibitively  expensive,  in the period prior to the final  liquidation  of the
Partnership.  During this time, the Partnership will use operating cash flow and
proceeds from the sale of equipment to meet its operating  obligations  and make
distributions to the partners.  Although the General Partner intends to maintain
a  sustainable  level  of  distributions  prior  to  final  liquidation  of  the
Partnership, actual Partnership performance and other considerations may require
adjustments to then-existing  distribution  levels.  In the long term,  changing
market  conditions and  used-equipment  values may preclude the General  Partner
from  accurately  determining  the  impact of  future  re-leasing  activity  and
equipment  sales on Partnership  performance  and liquidity.  Consequently,  the
General Partner cannot establish future  distribution  levels with any certainty
at this time.

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 of changing market conditions on liquidity or
distribution levels.

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

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Partnership's  primary market risk exposure is that of currency  devaluation
risk.  During 1999, 69% of the  Partnership's  total lease revenues from wholly-
and  partially-owned  equipment came from non-United  States domiciled  lessees.
Most of the  Partnership's  leases  require  payment  in  United  States  (U.S.)
currency.  If these  lessees  currency  devalues  against the U.S.  dollar,  the
lessees  could  potentially  encounter  difficulty  in  making  the U.S.  dollar
denominated lease payments.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The  financial  statements  for the  Partnership  are  listed  in the  Index  to
Financial Statements included in Item 14(a) of this Annual Report on Form 10-K

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

None.





                      (This space intentionally left blank)


<PAGE>


                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF PLM INTERNATIONAL AND PLM
           FINANCIAL SERVICES, INC.

As of the date of this annual  report,  the directors and executive  officers of
PLM  International  and of PLM  Financial  Services,  Inc.  (and  key  executive
officers of its subsidiaries) are as follows:
<TABLE>
<CAPTION>

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

<S>                                      <C>     <C>
Robert N. Tidball                        61      Chairman of the Board, Director, President, and Chief Executive
                                                 Officer, PLM International, Inc.;
                                                 Director, PLM Financial Services, Inc.;
                                                 Vice President, PLM Railcar Management Services, Inc.;
                                                 President, PLM Worldwide Management Services Ltd.

Randall L.-W. Caudill                    52      Director, PLM International, Inc.

Douglas P. Goodrich                      53      Director and Senior Vice President, PLM International, Inc.;
                                                 Director and President, PLM Financial Services, Inc.; President,
                                                 PLM Transportation Equipment Corporation; President, PLM Railcar
                                                 Management Services, Inc.

Warren G. Lichtenstein                   34      Director, PLM International, Inc.

Howard M. Lorber                         51      Director, PLM International, Inc.

Harold R. Somerset                       64      Director, PLM International, Inc.

Robert L. Witt                           59      Director, PLM International, Inc.

Robin L. Austin                          53      Vice President, Human Resources, PLM International, Inc. and PLM
                                                 Financial Services, Inc.

Stephen M. Bess                          53      President, PLM Investment Management, Inc.; Vice President and
                                                 Director, PLM Financial Services, Inc.

Richard K Brock                          37      Vice President and Chief Financial Officer, PLM International,
                                                 Inc. and PLM Financial Services, Inc.

Susan C. Santo                           37      Vice President, Secretary, and General Counsel, PLM
                                                 International, Inc. and PLM Financial Services, Inc.

</TABLE>

Robert N.  Tidball  was  appointed  Chairman  of the  Board in  August  1997 and
President and Chief Executive Officer of PLM International in March 1989. At the
time of his  appointment  as  President  and  Chief  Executive  Officer,  he was
Executive Vice President of PLM International.  Mr. Tidball became a director of
PLM  International  in April 1989.  Mr.  Tidball was appointed a Director of PLM
Financial Services, Inc. in July 1997 and was elected President of PLM Worldwide
Management Services Limited in February 1998. He has served as an officer of PLM
Railcar  Management  Services,  Inc.  since June 1987. 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,  he was Vice
President, General Manager, and Director of North American Car Corporation and a
director of the American Railcar Institute and the Railway Supply Association.

Randall L.-W.  Caudill was elected to the Board of Directors in September  1997.
He is  President  of  Dunsford  Hill  Capital  Partners,  a San  Francisco-based
financial  consulting firm serving emerging growth companies.  Prior to founding
Dunsford  Hill Capital  Partners,  Mr.  Caudill held senior  investment  banking
positions at Prudential  Securities,  Morgan Grenfell Inc., and The First Boston
Corporation. Mr. Caudill also serves as a director of Northwest Biotherapeutics,
Inc., VaxGen, Inc., SBE, Inc., and RamGen, Inc.

Douglas  P.  Goodrich  was  elected  to the  Board of  Directors  in July  1996,
appointed  Senior  Vice  President  of PLM  International  in  March  1994,  and
appointed Director and President of PLM Financial  Services,  Inc. in June 1996.
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 of Chicago,  Illinois, a subsidiary of Guardian Industries
Corporation, from December 1980 to September 1985.

Warren G.  Lichtenstein  was elected to the Board of Directors in December 1998.
Mr.  Lichtenstein  is the Chief  Executive  Officer of Steel  Partners II, L.P.,
which is PLM International's  largest  shareholder,  currently owning 16% of the
Company's common stock. Additionally,  Mr. Lichtenstein is Chairman of the Board
of Aydin Corporation,  a NYSE-listed defense  electronics  concern, as well as a
director of Gateway  Industries,  Rose's Holdings,  Inc., and Saratoga  Beverage
Group,  Inc. Mr.  Lichtenstein is a graduate of the University of  Pennsylvania,
where he received a Bachelor of Arts degree in economics.

Howard M.  Lorber was elected to the Board of  Directors  in January  1999.  Mr.
Lorber is President and Chief Operating  Officer of New Valley  Corporation,  an
investment banking and real estate concern. He is also Chairman of the Board and
Chief  Executive  Officer  of  Nathan's  Famous,  Inc.,  a  fast  food  company.
Additionally,  Mr. Lorber is a director of United Capital  Corporation and Prime
Hospitality  Corporation and serves on the boards of several  community  service
organizations.  He is a graduate of Long Island University,  where he received a
Bachelor  of Arts  degree and a Masters  degree in  taxation.  Mr.  Lorber  also
received charter life  underwriter and chartered  financial  consultant  degrees
from the American  College in Bryn Mawr,  Pennsylvania.  He is a trustee of Long
Island University and a member of the Corporation of Babson College.

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 Sugar),
a subsidiary of Alexander & Baldwin,  Inc. Mr. Somerset joined C&H Sugar in 1984
as Executive Vice President and Chief  Operating  Officer,  having served on its
Board of Directors  since 1978.  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 of Agriculture  and Vice President and General  Counsel.  Mr. Somerset
holds a law  degree  from  Harvard  Law  School  as well as a  degree  in  civil
engineering  from the  Rensselaer  Polytechnic  Institute and a degree 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 L. Witt was elected to the Board of Directors  in June 1997.  Since 1993,
Mr. Witt has been a principal with WWS  Associates,  a consulting and investment
group specializing in start-up situations and private  organizations about to go
public.  Prior to that, he was Chief Executive Officer and Chairman of the Board
of Hexcel  Corporation,  an international  advanced materials company with sales
primarily in the aerospace,  transportation, and general industrial markets. Mr.
Witt also serves on the boards of  directors  for various  other  companies  and
organizations.

Robin  L.  Austin  became  Vice  President,  Human  Resources  of PLM  Financial
Services,  Inc. in 1984, having served in various capacities with PLM Investment
Management,  Inc., including Director of Operations, from February 1980 to March
1984.  From June 1970 to September 1978, Ms. Austin served on active duty in the
United  States Marine Corps and served in the United States Marine Corp Reserves
from 1978 to 1998.  She retired as a Colonel of the United  States  Marine Corps
Reserves  in 1998.  Ms.  Austin  has  served  on the Board of  Directors  of the
Marines'  Memorial  Club  and is  currently  on the  Board of  Directors  of the
International Diplomacy Council.

Stephen M. Bess was appointed a Director of PLM Financial Services, Inc. in July
1997.  Mr. Bess was appointed  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  Corporation,  a  manufacturer  of  computer
peripheral equipment, from October 1975 to November 1978.

Richard K Brock was appointed Vice President and Chief Financial  Officer of PLM
International  and PLM Financial  Services,  Inc. in January 2000,  after having
served as Acting CFO since June 1999.  Mr. Brock served as Corporate  Controller
of PLM International and PLM Financial Services, Inc. beginning in June 1997, as
Director of Planning and General  Accounting  beginning in February 1994, and as
an  accounting  manager  beginning in September  1991.  Mr. Brock was a division
controller of Learning Tree International,  a technical education company,  from
February 1988 through July 1991.

Susan C. Santo  became Vice  President,  Secretary,  and General  Counsel of PLM
International and PLM Financial Services,  Inc. in November 1997. She has worked
as an  attorney  for PLM  International  since  1990 and  served  as its  Senior
Attorney since 1994.  Previously,  Ms. Santo was engaged in the private practice
of law in San  Francisco.  Ms. Santo  received her J.D.  from the  University of
California, Hastings College of the Law.

The directors of PLM  International,  Inc. are elected for a three-year term and
the directors of PLM Financial Services, Inc. are elected for a one-year term or
until their successors are elected and qualified.  No family relationships exist
between  any  director or  executive  officer of PLM  International  Inc. or PLM
Financial Services,  Inc., PLM Transportation Equipment Corp., or PLM Investment
Management, Inc.

ITEM 11.   EXECUTIVE COMPENSATION

The Partnership has no directors, officers, or employees. The Partnership had no
pension,  profit  sharing,  retirement,  or similar benefit plan in effect as of
December 31, 1999.

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 (subject to certain  allocations of income),  cash
           available  for  distributions,  and net  disposition  proceeds of the
           Partnership.  As of December 31,  1999,  no investor was known by the
           General  Partner  to  beneficially  own more  than 5% of the  limited
           partnership 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  owned
           any limited  partnership  units of the Partnership as of December 31,
           1999.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     (A) Transactions with Management and Others

           During 1999,  the  Partnership  paid or accrued the following fees to
           FSI or its  affiliates:  management  fees,  $1.3  million;  equipment
           acquisition fees, $0.3 million; lease negotiation fees, $0.1 million,
           and administrative  and data processing  services performed on behalf
           of the Partnership, $0.9 million.

           During 1999,  the  Partnership's  proportional  share of ownership in
           USPEs paid or accrued  the  following  fees to FSI or its  affiliates
           (based  on  the  Partnership's   proportional  share  of  ownership):
           management  fees,  $0.2 million;  administrative  and data processing
           services, $43,000; and equipment acquisition fees, $0.1 million.











<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 on Form
           10-K.

     (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 $30.0 million
           in 6.7% senior notes due November 17, 2003, incorporated by reference
           to the Partnership's  Annual Report on Form 10-K dated December 31,
           1993 filed with the Securities and Exchange Commission on March 25,
           1994.

     10.3  Fourth Amended and Restated Warehousing Credit Agreement, dated as of
           December 15, 1998,  with First Union  National Bank of North Carolina
           incorporated  by reference  the  Partnership's  Annual Report on Form
           10-K/A dated December 31, 1998 filed with the Securities and Exchange
           Commission on January 5, 2000.

     10.4  First  amendment to the Fourth  Amended and Restated  Warehouse
           Credit Agreement dated December 10, 1999.

     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 27, 2000             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/ Richard K Brock
                                         Richard K Brock
                                         Vice President and
                                         Chief Financial Officer


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



*_______________________
Robert N. Tidball            Director, FSI                     March 27, 2000



*_______________________
Douglas P. Goodrich          Director, FSI                     March 27, 2000



*_______________________
Stephen M. Bess              Director, FSI                     March 27, 2000


*Susan C. Santo,  by signing her 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/ Susan C. Santo
Susan C. Santo
Attorney-in-Fact



<PAGE>


                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          INDEX TO FINANCIAL STATEMENTS

                                  (Item 14(a))


                                                                   Page

Independent auditors' report                                         33

Balance sheets as of December 31, 1999 and 1998                      34

Statements of income for the years ended
     December 31, 1999, 1998, and 1997                               35

Statements of changes in partners' capital for the
     years ended December 31, 1999, 1998, and 1997                   36

Statements of cash flows for the years ended
     December 31, 1999, 1998, and 1997                               37

Notes to financial statements                                     38-50


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>


                          INDEPENDENT AUDITORS' REPORT



The Partners
PLM Equipment Growth Fund VI:


We have audited the  accompanying  financial  statements of PLM Equipment Growth
Fund VI (the  Partnership),  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 have  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, 1999 and 1998,  and the results of its  operations  and its cash
flows for each of the years in the three-year  period ended December 31, 1999 in
conformity with generally accepted accounting principles.




/s/ KPMG LLP

SAN FRANCISCO, CALIFORNIA
March 12, 2000


<PAGE>





                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                                 BALANCE SHEETS
                                  December 31,
                 (in thousands of dollars, except unit amounts)
<TABLE>
<CAPTION>

                                                                                       1999                 1998
                                                                                  -----------------------------------
  Assets

  <S>                                                                             <C>                  <C>
  Equipment held for operating leases                                             $     85,318         $    153,206
  Less accumulated depreciation                                                        (39,250)             (73,704)
                                                                                  -----------------------------------
    Net equipment                                                                       46,068               79,502

  Cash and cash equivalents                                                              2,486                2,558
  Restricted cash                                                                          183                1,416
  Accounts receivable, less allowance for doubtful accounts of
      $2,416 in 1999 and $1,930 in 1998                                                  1,397                5,186
  Investments in unconsolidated special-purpose entities                                27,736               14,200
  Net investment in direct finance lease                                                    --                   41
  Lease negotiation fees to affiliate, less accumulated
      amortization of $175 in 1999 and $302 in 1998                                        156                  369
  Debt issuance costs, less accumulated amortization
      of $91 in 1999 and $76 in 1998                                                        61                   76
  Debt placement fees to affiliate, less accumulated
      amortization of $89 in 1999 and $74 in 1998                                           59                   74
  Prepaid expenses and other assets                                                         58                  181
  Equipment acquisition deposits                                                            --                  667
                                                                                  -----------------------------------

        Total assets                                                              $     78,204         $    104,270
                                                                                  ===================================

  Liabilities, minority interests, and partners' capital

  Liabilities
  Accounts payable and accrued expenses                                           $      2,106         $      1,302
  Due to affiliates                                                                        342                  444
  Lessee deposits and reserve for repairs                                                  735                6,276
  Note payable                                                                          30,000               30,000
                                                                                  -----------------------------------
    Total liabilities                                                                   33,183               38,022
                                                                                  -----------------------------------

  Minority interests                                                                        --               13,294

  Partners' capital
  Limited partners (limited partnership units of 8,191,718 and
        8,206,339 as of December 31, 1999 and 1998, respectively)                       45,021               52,954
  General Partner                                                                           --                   --
                                                                                  -----------------------------------
    Total partners' capital                                                             45,021               52,954
                                                                                  -----------------------------------

        Total liabilities, minority interests, and partners' capital              $     78,204         $    104,270
                                                                                  ===================================





</TABLE>





                 See accompanying notes to financial statements.


<PAGE>


                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                              STATEMENTS OF INCOME
                        For the Years Ended December 31,
        (In thousands of dollars, except weighted-average unit amounts)
<TABLE>
<CAPTION>


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

  <S>                                                           <C>               <C>              <C>
  Lease revenue                                                 $     23,988      $    28,122      $   28,943
  Interest and other income                                              270              765             512
  Net gain on disposition of equipment                                25,951            6,253          10,121
                                                                ------------------------------------------------
    Total revenues                                                    50,209           35,140          39,576
                                                                ------------------------------------------------

  Expenses

  Depreciation and amortization                                       17,001           21,085          15,521
  Repairs and maintenance                                              4,183            5,114           5,035
  Equipment operating expenses                                         3,974            3,507           4,077
  Insurance expense to affiliate                                          --             (231)            250
  Other insurance expenses                                               642              605           1,388
  Management fees to affiliate                                         1,261            1,538           1,555
  Interest expense                                                     2,108            2,061           2,434
  General and administrative expenses
      to affiliates                                                      850            1,007             925
  Other general and administrative expenses                            1,084            1,046           1,646
  Loss on revaluation of equipment                                     3,567            4,276              --
  Provision for (recovery of) bad debts                                  591              (75)          1,273
                                                                ------------------------------------------------
      Total expenses                                                  35,261           39,933          34,104
                                                                ------------------------------------------------

  Minority interests                                                  (7,949)            (227)            424

  Equity in net income (loss) of unconsolidated
      special-purpose entities                                        (1,003)           6,465           3,336
                                                                -----------------------------------------------
        Net income                                              $      5,996      $     1,445           9,232
                                                                ================================================

  Partners' share of net income

  Limited partners                                              $      5,305      $       666      $    8,363
  General Partner                                                        691              779             869
                                                                ------------------------------------------------

  Total                                                         $      5,996      $     1,445      $    9,232
                                                                ================================================

  Net income per weighted-average limited
      partnership unit                                          $       0.65      $      0.08      $     1.01
                                                                ================================================

  Cash distribution                                             $     13,806      $    15,226      $   17,384
                                                                ================================================

  Cash distribution per weighted-average
      limited partnership unit                                  $       1.60      $      1.76      $     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, 1999, 1998, and 1997
                            (in thousands of dollars)
<TABLE>
<CAPTION>


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

  <S>                                                  <C>                 <C>                <C>
    Partners' capital as of December 31, 1996          $     75,790        $        --        $    75,790

  Net income                                                  8,363                869              9,232

  Purchase of limited partnership units                        (486)                --               (486)

  Cash distribution                                         (16,515)              (869)           (17,384)
                                                       -----------------------------------------------------

    Partners' capital as of December 31, 1997                67,152                 --             67,152

  Net income                                                    666                779              1,445

  Purchase of limited partnership units                        (417)                --               (417)

  Cash distribution                                         (14,447)              (779)           (15,226)
                                                       -----------------------------------------------------

    Partners' capital as of December 31, 1998                52,954                 --             52,954

  Net income                                                  5,305                691              5,996

  Purchase of limited partnership units                        (123)                --               (123)

  Cash distribution                                         (13,115)              (691)           (13,806)
                                                       -----------------------------------------------------

    Partners' capital as of December 31, 1999          $     45,021        $        --        $    45,021
                                                       =====================================================


</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 of dollars)
<TABLE>
<CAPTION>

                                                                                   1999          1998           1997
                                                                                -----------------------------------------
<S>           <C>    <C>    <C>
 Operating activities
 Net income                                                                     $   5,996      $  1,445     $    9,232
 Adjustments to reconcile net income
     to net cash provided by (used in) operating activities:
   Depreciation and amortization                                                   17,001        21,085         15,521
   Loss on revaluation of equipment                                                 3,567         4,276             --
   Net gain on disposition of equipment                                           (25,951)       (6,253)       (10,121)
   Equity in net income from unconsolidated special-purpose
     entities                                                                       1,003        (6,465)        (3,336)
   Changes in operating assets and liabilities:
     Restricted cash                                                                1,233          (624)           494
     Accounts receivable, net                                                       3,237        (1,316)           500
     Prepaid expenses and other assets                                                (79)           91            (20)
     Accounts payable and accrued expenses                                             85           283            (34)
     Due to affiliates                                                                (70)         (430)        (1,325)
     Lessee deposits and reserve for repairs                                       (1,232)          863          1,084
     Minority interests                                                             1,268        (2,099)         8,800
                                                                                -----------------------------------------

       Net cash (used in) provided by operating activities                          6,058        10,856         20,795
                                                                                -----------------------------------------

 Investing activities
 Payments for purchase of equipment and capitalized repairs                       (42,883)      (31,739)       (19,128)
 Investments in and equipment purchased and placed in
    unconsolidated special-purpose entities                                          (147)       (3,778)            --
 Distribution from unconsolidated special-purpose entities                          2,318         3,425          4,204
 Distribution from liquidation of unconsolidated special-purpose
     entities                                                                       3,504        16,679          1,735
 Payments of acquisition fees to affiliate                                           (825)       (1,486)          (857)
 Payments for equipment acquisition deposits                                           --          (668)        (1,335)
 Principal payments received on direct finance lease                                   60           102            101
 Payments of lease negotiation fees to affiliate                                      (67)         (330)          (190)
 Proceeds from disposition of equipment                                            45,839        10,936         25,017
                                                                                -----------------------------------------
       Net cash provided by (used in) investing activities                          7,799        (6,859)         9,547
                                                                                -----------------------------------------

 Financing activities
 Proceeds from short-term note payable                                              4,712            --         10,551
 Payments of short-term note payable                                               (4,712)           --        (11,837)
 Proceeds from short-term loan from affiliate                                         400            --         10,001
 Payment of short-term loan to affiliate                                             (400)           --        (10,001)
 Cash distribution paid to limited partners                                       (13,115)      (14,447)       (16,515)
 Cash distribution paid to General Partner                                           (691)         (779)          (869)
 Purchase of limited partnership units                                               (123)         (417)          (486)
                                                                                -----------------------------------------
       Net cash used in financing activities                                      (13,929)      (15,643)       (19,156)
                                                                                -----------------------------------------

 Net (decrease) increase in cash and cash equivalents                                 (72)      (11,646)        11,186
 Cash and cash equivalents at beginning of year                                     2,558        14,204          3,018
                                                                                -----------------------------------------

 Cash and cash equivalents at end of year                                       $   2,486     $   2,558      $  14,204
                                                                                =========================================

 Supplemental information
 Interest paid                                                                  $   2,108     $   2,018      $   2,297
                                                                                =========================================

</TABLE>


                 See accompanying notes to financial statements.

<PAGE>

                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999

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,
leasing or  otherwise  investing in primarily  used  transportation  and related
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).

Beginning in the  Partnership's  seventh year of operations,  which commenced on
January 1, 2000, the General Partner stopped  reinvesting  excess cash.  Surplus
cash, less reasonable reserves,  will be distributed to the Partners.  Beginning
in the  Partnership's  ninth year of operations,  which  commences on January 1,
2002,  the  General  Partner  intends  to begin an  orderly  liquidation  of the
Partnership's  assets.  The  Partnership  will  terminate  on December 31, 2011,
unless terminated earlier upon sale of all equipment or by certain other events.

FSI  manages  the  affairs  of  the  Partnership.   Cash  distributions  of  the
Partnership  are generally  allocated 95% to the limited  partners and 5% to the
General  Partner.  Net income is allocated to the General  Partner to the extent
necessary  to cause the General  Partner's  capital  account to equal zero.  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 General  Partner has determined  that it will not adopt a reinvestment  plan
for the  Partnership.  Beginning  November 24, 1995, if the number of units made
available  for  purchase by limited  partners in any  calendar  year exceeds the
number  that  can  be  purchased  with  reinvestment  plan  proceeds,  then  the
Partnership may redeem up to 2% of the outstanding  units each year,  subject to
certain  terms  and  conditions.  The  purchase  price  to  be  offered  by  the
Partnership for these units will be equal to 110% of the  unrecovered  principal
attributable to the units. The unrecovered  principal for any unit will be equal
to the excess of (i) the capital contribution attributable to the unit over (ii)
the distributions  from any source paid with respect to the units. For the years
ended December 31, 1999, 1998 and 1997, the Partnership had repurchased  14,621,
40,925, and 39,702 limited partnership units for $0.1 million,  $0.4 million and
$0.5 million, respectively.

As of December 31, 1999,  the  Partnership  agreed to  repurchase  approximately
4,000 units for an aggregate price of approximately $30,400. The General Partner
anticipates  that  these  units  will be  repurchased  in the first  and  second
quarters of 2000. In addition to these units,  the General  Partner may purchase
additional units on behalf of the Partnership in the future.

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,  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 FSI. IMI receives a monthly  management fee from the Partnership for managing
the equipment (see Note 2). FSI, in  conjunction  with its  subsidiaries,  sells
equipment  to  investor   programs   and  third   parties,   manages   pools  of
transportation  equipment  under  agreements  with investor  programs,  and is a
general partner of other programs.



<PAGE>


                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999

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 as earned in accordance  with  Statement
of Financial  Accounting  Standards No. 13,  "Accounting  for Leases" (SFAS 13).
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 SFAS 13.

Depreciation and Amortization

Depreciation of  transportation  equipment held for operating leases is computed
on the  double-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  equipment.  The  depreciation  method is
changed  to  straight   line  when  annual   depreciation   expense   using  the
straight-line  method exceeds that  calculated by the  double-declining  balance
method.   Acquisition  fees  and  certain  other  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  (see  Note 7).  Major
expenditures  that are  expected  to extend  the useful  lives or reduce  future
operating expenses of equipment are capitalized and amortized over the estimated
remaining life of the equipment.

Transportation Equipment

In accordance with the Financial Accounting Standards Board's Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" (SFAS 121),  the General  Partner  reviews the carrying value of
the  Partnership's  equipment at least  quarterly,  and  whenever  circumstances
indicate that the carrying  value of an asset may not be recoverable in relation
to  expected   future   market   conditions,   for  the  purpose  of   assessing
recoverability of the recorded amounts.  If projected  undiscounted  future cash
flows and the fair  market  value of the  equipment  are less than the  carrying
value of the equipment,  a loss on  revaluation is recorded.  Reductions of $3.6
million to the carrying  value of owned  equipment  were  required  during 1999.
Reductions  of $4.3  million  and $1.0  million to the  carrying  value of owned
equipment and partially  owned  equipment,  respectively,  were required  during
1998.  No  reductions to the carrying  value of equipment  were required  during
1997.

Equipment held for operating leases is stated at cost less any reductions to the
carrying value as required by SFAS 121.

Investments in Unconsolidated Special-Purpose Entities

The Partnership has interests in unconsolidated special-purpose entities (USPEs)
that own transportation  equipment.  The Partnership owns a majority interest in
two such entities.  Prior to September 30, 1999, the Partnership  controlled the
management  of  these  entities  and  thus  they  were   consolidated  into  the
Partnership's financial statements. On September 30, 1999, the corporate-by-laws
of these  entities  were  changed to require a  unanimous  vote by all owners on
major business decisions. Thus, from September 30, 1999 forward, the Partnership
no longer controlled the management of these entities, and the accounting method
for the entities was changed from the consolidation method to the equity method.

The Partnership's investment in USPEs includes acquisition and lease negotiation
fees paid by the Partnership to PLM Transportation  Equipment  Corporation (TEC)
and PLM Worldwide Management Services (WMS). TEC is a wholly-owned subsidiary of
FSI and WMS is a wholly-owned subsidiary of PLM International. The Partnership's
interest in USPEs are managed by IMI. The  Partnership's  equity interest in the
net income (loss) of USPEs is reflected  net of management  fees paid or payable
to IMI and the  amortization of acquisition and lease  negotiation  fees paid to
TEC or WMS.


<PAGE>


                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999

1.   Basis of Presentation (continued)

Repairs and Maintenance

Repair and maintenance costs related to marine vessels,  railcars,  and trailers
are usually the obligation of the Partnership and are accrued as incurred. Costs
associated with marine vessel dry-docking are estimated and accrued ratably over
the period prior to such  dry-docking.  Maintenance costs of aircraft and marine
containers  are  the  obligation  of  the  lessee.   To  meet  the   maintenance
requirements of certain  aircraft  airframes and engines,  reserve  accounts are
prefunded  by the  lessee  over the  period of the lease  based on the number of
hours this equipment is used, times the estimated rate to repair this equipment.
If repairs exceed the amount  prefunded by the lessee,  the  Partnership has the
obligation  to fund and accrue the  difference.  In  certain  instances,  if the
aircraft  is sold and there is a balance in the  reserve  account for repairs to
that aircraft,  the balance in the reserve account is reclassified as additional
sales  proceeds.  The aircraft  reserve  accounts and marine vessel  dry-docking
reserve  accounts  are  included in the  balance  sheet as lessee  deposits  and
reserve for repairs.

Net Income (Loss) and Distributions Per Limited Partnership Unit

Net income is allocated to the General Partner to the extent  necessary to cause
the General  Partner's  capital account to equal zero. The limited partners' net
income  (loss) is allocated  among the limited  partners  based on the number of
limited  partnership  units owned by each  limited  partner and on the number of
days of the year each limited partner is in the Partnership.

Cash  distributions of the Partnership are allocated 95% to the limited partners
and 5% to the General Partner and may include amounts in excess of net income.

Cash  distributions  are  recorded  when  paid.  Monthly  unitholders  receive a
distribution  check 15 days after the close of the previous month's business and
quarterly  unitholders  receive a distribution  check 45 days after the close of
the quarter.

Cash  distributions to investors in excess of net income are considered a return
of capital.  Cash  distributions to the limited partners of $7.8 million,  $13.8
million, and $8.2 million in 1999, 1998, and 1997, respectively,  were deemed to
be a return of capital.

Cash  distributions  related  to the  fourth  quarter  of 1999  and 1998 of $2.0
million,  and 1997 of $2.6 million,  were paid during the first quarter of 2000,
1999, and 1998, respectively.

Net Income (Loss) Per Weighted-Average Partnership Unit

Net income (loss) per weighted-average Partnership unit was computed by dividing
net income  (loss)  attributable  to limited  partners  by the  weighted-average
number  of   Partnership   units  deemed   outstanding   during  the  year.  The
weighted-average number of Partnership units deemed outstanding during the years
ended December 31, 1999, 1998, and 1997 was 8,196,209, 8,216,472, and 8,257,256,
respectively.

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.  The carrying amount of cash  equivalents  approximates  fair
market value due to the short-term nature of the investments.


<PAGE>


                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999

1.   Basis of Presentation (continued)

Comprehensive Income

The  Partnership's  net  income is equal to  comprehensive  income for the years
ended December 31, 1999, 1998, and 1997.

Restricted Cash

As of December 31, 1999 and 1998,  restricted cash  represented  lessee security
deposits held by the Partnership.

2.   General Partner and Transactions with Affiliates

An officer of PLM Securities  Corp.,  a  wholly-owned  subsidiary of the General
Partner,  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 USPEs  equal to the lesser of (i) the fees that 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
that is subject to  operating  leases,  (b) 2% of the gross lease  revenues,  as
defined in the agreement,  that 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 $0.2
million as of December 31, 1999 and 1998. The Partnership's  proportional  share
of USPE  management  fees of $0.1 million and $27,000 was payable as of December
31, 1999, and 1998, respectively.  The Partnership's  proportional share of USPE
management  fee  expense was $0.2  million  during  1999,  1998,  and 1997.  The
Partnership reimbursed FSI $0.9 million, $1.0 million, and $0.9 million in 1999,
1998, and 1997,  respectively,  for data processing and administrative  expenses
directly attributable to the Partnership.  The Partnership's  proportional share
of USPE  data  processing  and  administrative  expenses  reimbursed  to FSI was
$43,000 during 1999 and $0.1 million during 1998 and 1997.

The Partnership paid $0.3 million in 1997 to Transportation  Equipment Indemnity
Company Ltd.  (TEI),  which provided marine  insurance  coverage for Partnership
equipment and other insurance  brokerage  services.  TEI was an affiliate of the
General Partner.  No fees for owned equipment were paid to TEI in 1999 and 1998.
The Partnership's  proportional  share of USPE marine insurance coverage paid to
TEI  was  $7,000  and  $0.1  million  during  1998  and  1997,  respectively.  A
substantial   portion  of  the  amount  paid  was  to  third-party   reinsurance
underwriters  or was placed in risk pools managed by TEI on behalf of affiliated
programs 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.
Also,  during  1998,  the  Partnership  and the USPEs  received  a total of $0.2
million  loss-of-hire  insurance  refund  from TEI due to lower  claims from the
insured Partnership and other insured affiliated programs. During 1999 and 1998,
TEI did not provide the same level of  insurance  coverage as had been  provided
during 1997.  These services were provided by an unaffiliated  third party.  PLM
International liquidated TEI during the first quarter of 2000.

Debt placement fees were paid to the General Partner in an amount equal to 1% of
the  Partnership's  long-term  borrowings,  less any costs paid to  unaffiliated
parties related to obtaining the borrowing.

The  Partnership  and USPEs  paid or  accrued  equipment  acquisition  and lease
negotiation  fees of $0.4 million,  $1.9 million,  and $1.1 million during 1999,
1998, and 1997, respectively, to FSI, TEC, and WMS.


<PAGE>


                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999

2.   General Partner and Transactions with Affiliates (continued)

As of  December  31,  1999,  approximately  48%  of  the  Partnership's  trailer
equipment was in rental facilities operated by PLM Rental, Inc., an affiliate of
the General Partner,  doing business as PLM Trailer Leasing.  Rents are reported
as revenue in accordance with Financial Accounting Standards Board Statement No.
13 "Accounting for Leases".  Direct  expenses  associated with the equipment are
charged directly to the Partnership.  An allocation of indirect  expenses of the
rental yard operations is charged to the Partnership monthly.

The Partnership owned certain equipment in conjunction with affiliated  programs
during 1999, 1998, and 1997 (see Note 4).

The  Partnership  had borrowings  from the General Partner from time to time and
was charged market interest rates effective at the time of the borrowing. During
1999 the  Partnership  borrowed  $0.4 million from the General  Partner for five
days and paid a total of $421 in interest to the  General  Partner.  During 1997
the Partnership  borrowed $1.0 million and $9.0 million from the General Partner
for 52 days  and  three  days,  respectively,  and paid a total  of  $17,000  in
interest to the General Partner. There were no similar borrowings during 1998.

The balance due to  affiliates  as of December 31, 1999 and 1998  includes  $0.2
million due to FSI and its affiliates  for management  fees and $0.2 million due
to a USPE.

3.   Equipment

The  components  of owned  equipment  as of  December  31,  are as  follows  (in
thousands of dollars):
<TABLE>
<CAPTION>

          Equipment Held for Operating Leases                1999                1998
  -----------------------------------------------------  --------------------------------
  <S>                                                    <C>                 <C>
  Marine containers                                      $    24,691         $    11,189
  Aircraft, aircraft engines and components                   21,630              64,113
  Rail equipment                                              17,284              18,638
  Trailers                                                    11,713              13,204
  Marine vessels                                              10,000              46,062
                                                         ---------------------------------
                                                              85,318             153,206
  Less accumulated depreciation                              (39,250)            (73,704)
                                                         --------------------------------
      Net equipment                                      $    46,068         $    79,502
                                                         =================================
</TABLE>


Revenues are earned by placing the equipment under operating  leases.  A portion
of  the   Partnership's   marine   containers   are  leased  to   operators   of
utilization-type  leasing  pools that include  equipment  owned by  unaffiliated
parties.  In such instances,  revenues  earned by the  Partnership  consist of a
specified  percentage  of the total  revenues  generated  by leasing  the pooled
equipment to sublessees after deducting certain direct operating expenses of the
pooled equipment. Most of the Partnership's marine vessels are leased to lessees
on a voyage charter basis for a specific trip.  Rental revenues for railcars are
based on a monthly  fixed  lease  rate  however,  in certain  instances,  rental
revenues are based on mileage traveled.  Rental revenues for all other equipment
are based on a monthly fixed lease rate.

During  September  1999,  certain  equipment  in which  the  Partnership  held a
majority ownership, was reclassified to investments in USPEs (see Note 4).

Equipment held for operating leases is stated at cost less any reductions to the
carrying value as required by SFAS 121. During 1999,  reductions to the carrying
value of marine vessels of $3.6 million were required.  During 1998,  reductions
to the carrying value of marine vessels of $4.1 million and to marine containers
of $0.2 million were required.

As of December 31, 1999, all owned equipment in the Partnership's  portfolio was
on lease or operating in  PLM-affiliated  short-term  trailer rental  facilities
except for a Boeing 737-200 Stage II commercial aircraft


<PAGE>


                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999

3.   Equipment (continued)

and 20 railcars with a net book value of $2.0 million.  As of December 31, 1998,
all owned equipment in the Partnership's  portfolio was on lease or operating in
PLM-affiliated short-term trailer rental facilities,  except for 15 railcars and
59 marine containers with a net book value of $0.3 million.

During 1999, the Partnership  completed the purchase of a marine vessel for $7.0
million, including acquisition fees of $0.3 million paid to FSI for the purchase
of this equipment.  The  Partnership  made a deposit of $0.7 million toward this
purchase in 1998,  which is included in the December  31, 1998 balance  sheet as
equipment  acquisition  deposit.   Additionally,  the  Partnership  purchased  a
portfolio of marine  containers  for $15.1 million of which no fees were paid to
FSI. The Partnership has reached  certain fee  limitations,  per the partnership
agreement, that can be paid to FSI.

During  1998,  the  Partnership   purchased  a  portfolio  of  aircraft  rotable
components  for $2.3 million,  including  acquisition  fees of $0.1  million;  a
portfolio of marine containers for $5.2 million,  including  acquisition fees of
$0.2 million; a group of railcars for $3.1 million,  including  acquisition fees
of $0.1 million;  and a marine vessel for $10.1 million,  including  acquisition
fees of $0.4 million.  The Partnership also completed its commitment to purchase
a MD-80 Stage III  commercial  aircraft for $14.0 million  during  January 1998,
including  acquisition  fees of $0.6 million.  All acquisition fees were paid to
FSI.

During  1999,  the  Partnership  disposed  of or sold a  marine  vessel,  marine
containers,  trailers,  and  railcars,  with an aggregate net book value of $7.9
million,  for $9.3 million. The Partnership also sold its majority interest in a
Boeing  767-200ER  Stage III commercial  aircraft with a net book value of $15.6
million for  proceeds of $40.1  million  which  includes  $3.6 million of unused
engine  reserves.  During  1998,  the  Partnership  disposed of or sold a Boeing
737-200 commercial aircraft,  an aircraft engine,  marine containers,  trailers,
and  railcars,  with an  aggregate  net book  value of $6.1  million,  for $12.4
million which included $1.4 million of unused engine reserves.

Periodically,  PLM International  purchases groups of assets whose ownership may
be allocated among affiliated programs and PLM International. Generally in these
cases  only  assets  that  are on  lease  will be  purchased  by the  affiliated
programs.  PLM International will generally assume the ownership and remarketing
risks associated with off-lease  equipment.  Allocation of the purchase price is
determined by a combination of third-party industry sources, recent transactions
and  published  fair market value  references.  During 1998,  PLM  International
purchased a group of railcars that were allocated to the Partnership at cost.

All wholly- and partially-owned equipment on lease is accounted for as operating
leases, except for one finance lease. Future minimum rentals under noncancelable
operating  leases as of December  31,  1999,  for  wholly-  and  partially-owned
equipment during each of the next five years are  approximately  $8.6 million in
2000,  $5.1 million in 2001,  $2.6 million in 2002,  $1.8 million in 2003,  $1.4
million in 2004, and $2.8 million  thereafter.  Per diem and short-term  rentals
consisting  of  utilization  rate  lease  payments  included  in lease  revenues
amounted to $4.4  million in 1999,  $4.0  million in 1998,  and $6.6  million in
1997.

4.    Investments in Unconsolidated Special-Purpose Entities

The Partnership owns equipment jointly with affiliated programs.

In September 1999, the General Partner amended the  corporate-by-laws of certain
USPEs in which the  Partnership,  or any  affiliated  program,  owns an interest
greater  than 50%.  The  amendment to the  corporate-by-laws  provided  that all
decisions regarding the acquisition and disposition of the investment as well as
other significant  business decisions of that investment would be permitted only
upon unanimous  consent of the Partnership and all the affiliated  programs that
have an ownership in the investment. As such, although the Partnership may own a
majority interest in a USPE, the Partnership does not control its management and
thus the equity method of accounting will be used after adoption of


<PAGE>


                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999

4.   Investments in Unconsolidated Special-Purpose Entities (continued)

the  amendment.  As a result of the  amendment,  as of September  30, 1999,  all
jointly  owned  equipment in which the  Partnership  owned a majority  interest,
which  had  been  consolidated,  were  reclassified  to  investments  in  USPEs.
Accordingly, as of December 31, 1999, the balance sheet reflects all investments
in USPEs on an equity basis.

The net investments in USPEs include the following  jointly-owned  equipment and
related assets and liabilities as of December 31 (in thousands of dollars):
<TABLE>
<CAPTION>


                                                                                     1999             1998
                                                                                 ------------------------------

     <S>                                                                         <C>              <C>
     62% interest in a trust owning a commercial stage III aircraft              $  12,574        $       --
     53% interest in an entity owning a product tanker                               6,482                --
     40% interest in a trust owning two commercial stage III aircraft
               on direct finance lease                                               4,055             4,435
     30% interest in an entity owning a mobile offshore drilling unit                   --             4,279
     25% interest in an entity owning marine containers                              2,211             2,475
     50% interest in an entity owning a container feeder vessel                      1,178             1,421
     20% interest in an entity owning a handymax dry bulk carrier                    1,065             1,311
     50% interest in a trust that owned four stage II commercial aircraft              156               279
     64% interest in a trust that owned a commercial stage III aircraft                 15                --
                                                                                -----------       -----------
         Net investments                                                         $  27,736        $   14,200
                                                                                 ==========       ===========
</TABLE>


As of December 31, 1999, all jointly-owned  equipment in the Partnership's  USPE
portfolio was on lease except for a Boeing  737-300  commercial  aircraft with a
net  investment   value  of  $12.6  million.   As  of  December  31,  1998,  all
jointly-owned equipment in the Partnership's USPE portfolio was on lease.

During 1999,  the  Partnership  purchased an interest in a trust owning a Boeing
737-300 Stage III commercial  aircraft for $14.0 million  including  acquisition
fees of $0.1 million  that were paid to FSI for the purchase of this  investment
and increased its investment in a trust owning marine containers by $0.1 million
on which no fees were paid to FSI. The  remaining  interest in these trusts were
purchased by an affiliated program.

During 1998,  the  Partnership  also purchased an interest in an entity owning a
portfolio of marine containers for $2.5 million, including acquisition and lease
negotiation  fees of $0.1 million that were paid to FSI. The remaining  interest
in this entity was purchased by an affiliated program.

The  Partnership  had a beneficial  interests  in two USPEs that owned  multiple
aircraft (the Trusts).  One of these Trusts  contain  provisions,  under certain
circumstances, for allocating specific aircraft to the beneficial owners. During
1998, the Partnership increased its investment in a trust owning four commercial
aircraft by funding the installation of a hushkit on an aircraft assigned to the
Partnership  in the  trust for $1.3  million,  including  acquisition  and lease
negotiation  fees of $0.1  million  that were paid to FSI.  In this  Trust,  the
Partnership  subsequently sold the two commercial aircraft assigned to it with a
net book value of $6.2 million for proceeds of $13.1 million.

During  1998,  the  Partnership  reduced  its  interest  in an  entity  owning a
container feeder vessel by $1.0 million to its net realizable value.



<PAGE>


                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999

4.   Investments in Unconsolidated Special-Purpose Entities (continued)

The  following  summarizes  the  financial  information  for the  USPEs  and the
Partnership's  interest  therein  as of and for the year ended  December  31 (in
thousands of dollars):
<TABLE>
<CAPTION>

                                          1999                          1998                       1997
                                                    Net                          Net                         Net
                                   Total         Interest of    Total        Interest of        Total     Interest of
                                   USPEs         Partnership    USPEs        Partnership        USPEs     Partnership
                                ---------------------------   ---------------------------   -------------------------
            <S>                   <C>            <C>            <C>            <C>            <C>          <C>
            Net investments       $  59,692      $  27,736      $  34,801      $  14,200      $  57,616    $  24,061
            Lease revenues           10,395          3,224         12,215          3,782         20,317        6,522
            Net income (loss)          (867)        (1,003)        22,183          6,465          6,773        3,336
</TABLE>


5.   Operating Segments

The Partnership operates primarily in five operating segments: aircraft leasing,
marine container leasing,  marine vessel leasing,  trailer leasing,  and railcar
leasing.  Each  equipment  leasing  segment  engage in  short-term  to  mid-term
operating leases to a variety of customers.

The General Partner evaluates the performance of each segment based on profit or
loss  from  operations  before  allocation  of  interest  expense,  general  and
administrative  expenses,  and certain other expenses.  The segments are managed
separately due to different business strategies for each operation.

The following  tables present a summary of the operating  segments (in thousands
of dollars):
<TABLE>
<CAPTION>

                                                      Marine     Marine
                                           Aircraft  Container   Vessel   Trailer    Railcar     All
     For the Year Ended December 31, 1999  Leasing   Leasing    Leasing   Leasing    Leasing    Other<F1>1 Total
     ------------------------------------ --------- ---------  --------- ---------  --------- ---------  -----------

     Revenues
       <S>                                 <C>       <C>        <C>       <C>        <C>       <C>        <C>
       Lease revenue                       $  4,481  $  2,317   $  9,849  $  2,790   $  4,551  $     --   $  23,988
       Interest income and other                 33        --         12        (2)        47       180         270
       Gain (loss) on disposition of
         equipment                           24,414        93      1,670      (195)       (31)       --      25,951
                                           -------------------------------------------------------------------------
         Total revenues                      28,928     2,410     11,531     2,593      4,567       180      50,209

     Costs and expenses
       Operations support                       832        --      6,322       769        829        47       8,799
       Depreciation and amortization          6,970     2,217      5,559       755      1,470        30      17,001
       Interest expense                          15        --         --        --         --     2,093       2,108
       Management fees                          196       116        481       160        308        --       1,261
       General and administrative expenses      388        11        149       546         73       767       1,934
       Loss on revaluation of equipment          --        --      3,567        --         --        --       3,567
       Provision for bad debts                  485        --         --        22         84        --         591
                                           -------------------------------------------------------------------------
         Total costs and expenses             8,886     2,344     16,078     2,252      2,764     2,937      35,261
                                           -------------------------------------------------------------------------
     Minority interests                      (8,225)       --        276        --         --        --      (7,949)
     Equity in net income (loss) of USPEs      (250)        5     (1,029)       --         --       271      (1,003)
                                           -------------------------------------------------------------------------
     Net income (loss)                     $ 11,567  $     71   $ (5,300) $    341   $  1,803  $ (2,486)  $   5,996
                                           =========================================================================

     Total assets as of December 31, 1999  $ 22,940  $ 21,811   $ 17,353  $  4,208   $  8,870  $  3,022   $  78,204
                 -
                                           =========================================================================




<FN>
<F1>

-------------------
  1 Includes  interest  income  and  costs  not  identifiable  to a  particular
     segment,  such as interest expense,  and certain general and administrative
     and operations support expenses. Also includes income from an investment in
     an entity that owned a mobile offshore drilling unit.
</FN>
</TABLE>



<PAGE>


                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999

5.   Operating Segments (continued)
<TABLE>
<CAPTION>

                                                      Marine     Marine
                                           Aircraft  Container   Vessel   Trailer    Railcar     All
     For the Year Ended December 31, 1998  Leasing   Leasing    Leasing   Leasing    Leasing    Other<F1>1  Total
                                           --------- ---------  --------- ---------  --------- ---------  -----------

     Revenues
       <S>                                 <C>       <C>        <C>       <C>        <C>       <C>        <C>
       Lease revenue                       $  9,098  $    923   $ 10,695  $  3,295   $  4,111  $     --   $ 28,122
       Interest income and other                 20        89         65        10         20       561        765
       Gain (loss) on disposition of          5,594       582         19        51         12        (5)     6,253
         equipment
                                           ------------------------------------------------------------------------
         Total revenues                      14,712     1,594     10,779     3,356      4,143       556     35,140

     Costs and expenses
       Operations support                     1,191        12      6,055       817        857        63      8,995
       Depreciation and amortization         11,938       712      6,090     1,040      1,273        32     21,085
       Interest expense                          43        --         --        --         --     2,018      2,061
       Management fee to affiliate              453        46        535       216        288        --      1,538
       General and administrative expenses      420        30        209       604         67       723      2,053
       Loss on revaluation of equipment          --       183      4,093        --         --        --      4,276
       Provision for (recovery of) bad          (83)       --         --        22        (14)       --        (75)
     debts
                                           ------------------------------------------------------------------------
         Total costs and expenses            13,962       983     16,982     2,699      2,471     2,836     39,933
                                           ------------------------------------------------------------------------
     Minority interests                        (469)       --        242        --         --        --       (227)
     Equity in net income (loss) of USPEs     7,841       (20)    (1,599)       --         --       243      6,465
                                           ------------------------------------------------------------------------
     Net income (loss)                     $  8,122  $    591   $ (7,560) $    657   $  1,672  $ (2,037)  $  1,445
                                           ========================================================================

     Total assets as of December 31, 1998  $ 34,704  $  9,267   $ 32,957  $  4,824   $ 10,913  $ 11,605   $104,270
                                           ========================================================================


                                                      Marine     Marine
                                           Aircraft  Container   Vessel   Trailer    Railcar     All
     For the Year Ended December 31, 1997  Leasing   Leasing    Leasing   Leasing    Leasing    Other<F1>1   Total
                                           --------- ---------  --------- ---------  --------- ---------  -----------

     Revenues
       Lease revenue                       $  8,526  $  1,681   $ 10,841  $  3,760   $  4,135  $     --   $ 28,943
       Interest income and other                 --        36        277        47         --       152        512
       Gain (loss) on disposition of          1,972        55      8,265      (171)        --        --     10,121
     equipment
                                           -------------------------------------------------------------------------
         Total revenues                      10,498     1,772     19,383     3,636      4,135       152     39,576

     Costs and expenses
       Operations support                       680        12      8,136       870      1,001        52     10,751
       Depreciation and amortization          5,624     1,147      5,746     1,522      1,452        30     15,521
       Interest expense                         137        --         --        --         --     2,297      2,434
       Management fees to affiliate             393        90        551       236        285        --      1,555
       General and administrative expenses      917         6        187       575         66       819      2,570
       Provision for (recovery of) bad        1,188      (111)        --       153         43        --      1,273
     debts
                                           -------------------------------------------------------------------------
         Total costs and expenses             8,939     1,144     14,620     3,356      2,847     3,198     34,104
                                           -------------------------------------------------------------------------
     Minority interests                        (110)       --        534        --         --        --        424
     Equity in net income (loss) of USPEs     3,866        --       (531)       --         --         1      3,336
                                           -------------------------------------------------------------------------
     Net income (loss)                     $  5,315  $    628   $  4,766  $    280   $  1,288  $ (3,045)  $  9,232
                                           =========================================================================


     Total assets as of December 31, 1997  $ 41,755  $  4,393   $ 35,420  $  7,098   $  9,129  $ 23,756   $121,551
                                           =========================================================================

<FN>
<F1>


----------------
   1 Includes  interest  income  and  costs  not  identifiable  to a  particular
     segment,  such as interest expense,  and certain general and administrative
     and operations support expenses. Also includes income from an investment in
     an entity that owned a mobile offshore drilling unit.
</FN>
</TABLE>


<PAGE>


                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999

6.   Geographic Information

The   Partnership   owns   certain   equipment   that  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, and trailers to lessees
domiciled in six  geographic  regions:  United States,  South  America,  Canada,
Mexico,  Europe,  and India.  Marine vessels and marine containers are leased or
were leased to multiple lessees in different regions that operate worldwide.

The  table  below  sets  forth  lease  revenues  by  geographic  region  for the
Partnership's  owned  equipment and investments in USPEs grouped by domiciles of
the  lessees  as of and for the  years  ended  December  31,  (in  thousands  of
dollars):
<TABLE>
<CAPTION>

                                              Owned Equipment                      Investments in USPEs
                                    -------------------------------------  --------------------------------------

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

       <S>                            <C>         <C>         <C>               <C>       <C>         <C>
       United States                  $   8,540   $    9,126  $    7,132        $    --   $       --  $       --
       South America                      1,643        5,130       4,920             --           --          --
       Canada                             1,201          988         764             --          986       3,619
       Europe                               378           --         948             --           --          --
       India                                 60        1,260       2,658             --           --          --
       Rest of the world                 12,166       11,618      12,521          3,224        2,796       2,903
                                      -------------------------------------   -------------------------------------
           Lease revenues             $  23,988   $   28,122  $   28,943        $ 3,224   $    3,782  $    6,522
                                      =====================================   =====================================

The following  table sets forth net income (loss)  information by region for the
owned  equipment and  investments  in USPEs for the years ended  December 31 (in
thousands of dollars):

                                              Owned Equipment                      Investments in USPEs
                                    -------------------------------------  --------------------------------------

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

       United States                  $    (312)  $   (3,494) $    1,219        $  (627)  $       --  $       --
       South America                     15,719          801         224           (185)          --          --
       Canada                               370          324         461             25        7,191       3,159
       Mexico                                --           --          --            537          651         707
       Europe                                23           --       2,370             --           --          --
       India                             (1,839)       4,980      (1,219)            --           --          --
       Rest of the world                 (4,205)      (5,354)      5,900           (753)      (1,377)       (530)
                                      -------------------------------------   -------------------------------------
          Regional income (loss)          9,756       (2,743)      8,955         (1,003)       6,465       3,336
       Administrative and other          (2,757)      (2,277)     (3,059)           --           --          --
                                      -------------------------------------   -------------------------------------
          Net income (loss)           $   6,999   $   (5,020) $    5,896        $(1,003)  $    6,465  $    3,336
                                      =====================================   =====================================

</TABLE>


<PAGE>


                                           PLM EQUIPMENT GROWTH FUND VI
                                              (A Limited Partnership)
                                           NOTES TO FINANCIAL STATEMENTS
                                                   December 31, 1999

6.   Geographic Information (continued)

The net  book  value  of these  assets  as of  December  31 are as  follows  (in
thousands of dollars):
<TABLE>
<CAPTION>

                                              Owned Equipment                      Investments in USPEs
                                    -------------------------------------  --------------------------------------

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

       <S>                           <C>         <C>          <C>            <C>          <C>         <C>
       United States                 $   13,378  $   22,048   $  14,250      $  12,589   $       --  $    3,491
       South America                         --      16,834      20,202             --           --          --
       Canada                             1,873       1,889       1,978            156          279       6,614
       Mexico                                --          --          --          4,055        4,435       4,581
       Europe                             1,490          --          --             --           --          --
       India                              1,736       2,084       5,552             --           --          --
       Rest of the world                 27,591      36,647      34,226         10,936        9,486       9,375
                                     -------------------------------------   -------------------------------------
           Net book value            $   46,068  $   79,502   $  76,208      $  27,736   $   14,200  $   24,061
                                     =====================================   =====================================

</TABLE>

7.   Note Payable

In August 1993, the  Partnership  entered into an agreement to issue a long-term
note  totaling  $30.0  million to two  institutional  investors.  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 is scheduled to be repaid in
three principal  payments of $10.0 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 were used
to fund equipment acquisitions and to repay obligations of the Partnership under
the credit facility.

The General  Partner has entered into a joint $24.5 million credit facility (the
Committed Bridge Facility) on behalf of the Partnership,  PLM Equipment Growth &
Income Fund VII (EGF VII) and Professional  Lease Management Income Fund I (Fund
I), both affiliated  investment  programs;  and TEC Acquisub,  Inc. (TECAI),  an
indirect  wholly-owned  subsidiary of the General Partner,  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
Partnership,  EGF VII,  Fund I, and TECAI  collectively  may  borrow up to $24.5
million of the Committed Bridge Facility. Outstanding borrowings by one borrower
reduce the amount  available to each of the other  borrowers under the Committed
Bridge Facility.  The Committed Bridge Facility also provides for a $5.0 million
Letter of Credit Facility for the eligible borrowers.  Individual borrowings may
be  outstanding  for no more than 179 days,  with all advances due no later than
June 30, 2000.  Interest accrues at either the prime rate or adjusted LIBOR plus
1.625% at the  borrower's  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, 1999, no eligible  borrower had any  outstanding  borrowings  under
this  facility.  The  General  Partner  believes  it will be able to  renew  the
Committed Bridge Facility upon its expiration with similar terms as those in the
current Committed Bridge Facility.

The  General  Partner  estimates,  based on recent  transactions,  that the fair
market value of the $30.0 million fixed-rate note is $29.0 million.

8.   Concentrations of Credit Risk

No single lessee  accounted for more than 10% of the  consolidated  revenues for
the owned equipment and partially owned equipment  during 1999,  1998, and 1997.
In 1999, however, AAR Allen Group International  purchased a commercial aircraft
from the  Partnership  and the gain  from  the sale  accounted  for 49% of total
consolidated  revenues.  In 1998,  Triton Aviation  Services,  Ltd.  purchased a
commercial  aircraft from the  Partnership  and the gain from the sale accounted
for 16% of total consolidated revenues of 1998.



<PAGE>


                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999

8.   Concentrations of Credit Risk  (continued)

As of December 31, 1999 and 1998, the General  Partner  believed the Partnership
had no other  significant  concentrations  of  credit  risk  that  could  have a
material adverse effect on the Partnership.

9.   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, 1999, the financial  statement  carrying amount of assets and
liabilities  was  approximately  $42.2 million lower than the federal income tax
basis  of  such  assets  and  liabilities,   primarily  due  to  differences  in
depreciation  methods,  equipment reserves,  provisions for bad debts,  lessees'
prepaid  deposits,  and  the  tax  treatment  of  underwriting  commissions  and
syndication costs.

10.  Contingencies

PLM International (the Company) and various of its wholly-owned subsidiaries are
named as defendants  in a lawsuit  filed as a purported  class action in January
1997 in the Circuit Court of Mobile County, Mobile,  Alabama, Case No. CV-97-251
(the Koch action).  The named plaintiffs are six individuals who invested in PLM
Equipment  Growth Fund IV (Fund IV), PLM  Equipment  Growth Fund V (Fund V), PLM
Equipment  Growth Fund VI (Fund VI), and PLM Equipment  Growth & Income Fund VII
(Fund VII) (the Funds),  each a  California  limited  partnership  for which the
Company's  wholly-owned  subsidiary,  FSI,  acts  as the  General  Partner.  The
complaint  asserts causes of action against all defendants for fraud and deceit,
suppression, negligent misrepresentation,  negligent and intentional breaches of
fiduciary duty, unjust enrichment, conversion, and conspiracy. Plaintiffs allege
that each  defendant  owed  plaintiffs and the class certain duties due to their
status as fiduciaries, financial advisors, agents, and control persons. Based on
these duties,  plaintiffs assert liability against defendants for improper sales
and  marketing  practices,  mismanagement  of the  Funds,  and  concealing  such
mismanagement   from  investors  in  the  Funds.   Plaintiffs  seek  unspecified
compensatory  damages,  as well as punitive damages,  and have offered to tender
their limited partnership units back to the defendants.

In March 1997,  the  defendants  removed the Koch action from the state court to
the United States District Court for the Southern District of Alabama,  Southern
Division  (Civil  Action No.  97-0177-BH-C)  (the  court)  based on the  court's
diversity jurisdiction. In December 1997, the court granted defendants motion to
compel  arbitration of the named  plaintiffs'  claims,  based on an agreement to
arbitrate  contained in the limited  partnership  agreement of each Partnership.
Plaintiffs appealed this decision,  but in June 1998 voluntarily dismissed their
appeal pending settlement of the Koch action, as discussed below.

In June 1997, the Company and the affiliates who are also defendants in the Koch
action were named as defendants in another  purported  class action filed in the
San Francisco  Superior Court, San Francisco,  California,  Case No. 987062 (the
Romei  action).  The plaintiff is an investor in Fund V, and filed the complaint
on her own  behalf and on behalf of all class  members  similarly  situated  who
invested in the Funds. The complaint  alleges the same facts and the same causes
of action as in the Koch action, plus additional causes of action against all of
the defendants,  including alleged unfair and deceptive practices and violations
of  state  securities  law.  In July  1997,  defendants  filed a  petition  (the
petition) in federal district court under the Federal Arbitration Act seeking to
compel  arbitration of plaintiff's  claims.  In October 1997, the district court
denied  the  Company's  petition,  but in  November  1997,  agreed  to hear  the
Company's  motion for  reconsideration.  Prior to  reconsidering  its order, the
district court dismissed the petition pending settlement of the Romei action, as
discussed  below.  The state court action  continues  to be stayed  pending such
resolution.

In February 1999 the parties to the Koch and Romei actions  agreed to settle the
lawsuits,  with  no  admission  of  liability  by any  defendant,  and  filed  a
Stipulation of Settlement with the court. The


<PAGE>


                          PLM EQUIPMENT GROWTH FUND VI
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999

10. Contingencies (continued)

settlement  is divided into two parts,  a monetary  settlement  and an equitable
settlement. The monetary settlement provides for a settlement and release of all
claims  against  defendants in exchange for payment for the benefit of the class
of up to $6.6 million.  The final settlement amount will depend on the number of
claims filed by class members,  the amount of the administrative  costs incurred
in connection with the settlement,  and the amount of attorneys' fees awarded by
the court to plaintiffs'  attorneys.  The Company will pay up to $0.3 million of
the monetary settlement, with the remainder being funded by an insurance policy.
For  settlement  purposes,   the  monetary  settlement  class  consists  of  all
investors,  limited  partners,  assignees,  or unit  holders  who  purchased  or
received by way of transfer or assignment any units in the Funds between May 23,
1989 and June 29, 1999. The monetary  settlement,  if approved,  will go forward
regardless of whether the equitable settlement is approved or not.

The equitable  settlement  provides,  among other things, for: (a) the extension
(until  January 1, 2007) of the date by which FSI must complete  liquidation  of
the Funds' equipment,  (b) the extension (until December 31, 2004) of the period
during which FSI can reinvest the Funds' funds in additional  equipment,  (c) an
increase of up to 20% in the amount of front-end fees (including acquisition and
lease  negotiation  fees)  that  FSI  is  entitled  to  earn  in  excess  of the
compensatory   limitations   set   forth  in  the  North   American   Securities
Administrator's  Association's Statement of Policy; (d) a one-time repurchase by
each of Funds V, VI and VII of up to 10% of that partnership's outstanding units
for 80% of net asset  value per unit;  and (e) the  deferral of a portion of the
management fees paid to an affiliate of FSI until, if ever, certain  performance
thresholds have been met by the Funds.  Subject to final court  approval,  these
proposed  changes  would be made as  amendments  to each  Partnership's  limited
partnership  agreement  if  less  than  50%  of the  limited  partners  of  each
Partnership vote against such amendments.  The limited partners will be provided
the  opportunity  to vote against the  amendments by following the  instructions
contained  in  solicitation  statements  that will be mailed to them after being
filed with the Securities and Exchange Commission. The equitable settlement also
provides for payment of additional  attorneys' fees to the plaintiffs' attorneys
from  Partnership  funds  in  the  event,  if  ever,  that  certain  performance
thresholds have been met by the Funds.  The equitable  settlement class consists
of all investors,  limited  partners,  assignees or unit holders who on June 29,
1999 held any units in Funds V, VI, and VII, and their assigns and successors in
interest.

The court preliminarily  approved the monetary and equitable settlements in June
1999. The monetary settlement remains subject to certain  conditions,  including
notice to the monetary class and final  approval by the court  following a final
fairness  hearing.   The  equitable   settlement   remains  subject  to  certain
conditions, including: (a) notice to the equitable class, (b) disapproval of the
proposed  amendments  to the  partnership  agreements  by less  than  50% of the
limited  partners  in one or more of  Funds V, VI,  and  VII,  and (c)  judicial
approval  of the  proposed  amendments  and  final  approval  of  the  equitable
settlement by the court following a final fairness  hearing.  No hearing date is
currently  scheduled for the final fairness  hearing.  The Company  continues to
believe  that the  allegations  of the Koch and  Romei  actions  are  completely
without  merit and intends to continue to defend this matter  vigorously  if the
monetary settlement is not consummated.

The  Partnership  has initiated  litigation in various  official forums in India
against the defaulting Indian airline lessees to repossess  Partnership property
and to recover  damages for  failure to pay rent and  failure to  maintain  such
property in accordance  with  relevant  lease  contracts.  The  Partnership  has
repossessed its property previously leased to such airline,  and the airline has
ceased  operations.  In response to the Partnership's  collection  efforts,  the
airline  filed   counter-claims   against  the  Partnership  in  excess  of  the
Partnership's  claims against the airline. The General Partner believes that the
airlines'  counterclaims  are completely  without merit, and the General Partner
will vigorously defend against such counterclaims.  The General Partner believes
an unfavorable outcome from the counterclaims is remote.

The Company is involved as plaintiff or defendant in various other legal actions
incidental  to its  business.  Management  does  not  believe  that any of these
actions will be material to the financial condition of the Company.


<PAGE>


                                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         *
            $30.0 million in 6.7% senior notes due November 17, 2003.

   10. 3    Fourth Amended and Restated Warehousing Credit Agreement,
            dated as of December 15, 1998, with First Union National
            Bank of North Carolina.                                       *

   10. 4    First amendment to the Fourth Amended and Restated Warehouse
            Credit Agreement dated December 10, 1999.                   52-56

   24.      Powers of Attorney.                                         57-59





















--------

* Incorporated by reference. See page 30 of this report.