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


May 28, 1997


Securities and Exchange Commission
Washington, DC  20549

Gentlemen:

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  we are
submitting  herewith for filing on behalf of Textainer Equipment Income Fund VI,
L.P.  (the  "Company")  the  Company's  Amended Quarterly  Report on Form 10-Q/A
for the quarterly period ended March 31, 1997.

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

Sincerely,

Nadine Forsman
Controller




<PAGE>





                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549


                                   FORM 10Q/A


                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                  For the quarterly period ended March 31, 1997


                         Commission file number 33-99534


                    TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
             (Exact name of Registrant as specified in its charter)


        California                                               94-3220152
(State or other jurisdiction                                 (IRS Employer
of incorporation or organization)                            Identification No.)


650 California Street, 16th Floor
San Francisco, California                                          94108
(Address of Principal Executive Offices)                         (ZIP Code)


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


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 [ ]






<PAGE>



                    TEXTAINER EQUIPMENT INCOME FUND VI, L.P.

                       (a California limited partnership)

                     Quarterly Report on Form 10Q/A for the
                          Quarter Ended March 31, 1997

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>


                                                                                                               Page



Item 1.  Financial Statements

<S>     <C>                                                                                                   <C>
         Balance Sheets - March 31, 1997 (unaudited) and December 31, 1996................................        3

         Statements of Operations for the three months
         ended March 31, 1997 and 1996 (unaudited)........................................................        4

         Statements of Partners' Capital (Deficit)  for the three months
         ended March 31, 1997 and 1996 (unaudited)........................................................        5

         Statements of Cash Flows for the three months
         ended March 31, 1997 and 1996 (unaudited)........................................................        6

         Notes to Financial Statements (unaudited)........................................................        8

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations............................................................................       12



</TABLE>
<PAGE>



                                TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
                                    (a California limited partnership)

                                              Balance Sheets

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

                                                                        1997                    1996
                                                                   ----------------        ---------------
                                                                     (unaudited)

<S>                                                            <C>                        <C>
Assets
Container rental equipment, net of accumulated
     depreciation of $2,429 (1996:  $1,988)                     $           27,045                 27,414
Cash                                                                         1,715                  1,051
Cash collateral deposit (note 5)                                                 -                    991
Accounts receivable, net of allowance
     for doubtful accounts of $44 (1996:  $38)                               1,223                  1,033
Prepaid expenses                                                                30                     39
                                                                   ----------------        ---------------

                                                                $           30,013                 30,528
                                                                   ================        ===============

Liabilities and Partners' Capital (Deficit)
Liabilities:
     Accounts payable                                           $              140                    111
     Accrued liabilities                                                        67                     68
     Accrued damage protection plan costs (note 2)                              82                     77
     Due to affiliates, net (note 3)                                             2                     37
     Equipment purchases payable                                                34                     24
     Note payable to bank (note 5)                                               -                  8,780
                                                                   ----------------        ---------------

          Total liabilities                                                    325                  9,097
                                                                   ----------------        ---------------

Partners' capital (deficit):
     General partners                                                        (541)                  (499)
     Limited partners                                                       30,229                 21,930
                                                                   ----------------        ---------------

          Total partners' capital                                           29,688                 21,431
                                                                   ----------------        ---------------

                                                                $           30,013                 30,528
                                                                   ================        ===============

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



                          TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
                             (a California limited partnership)

                                  Statements of Operations

                     For the three  months ended March 31, 1997 and 1996 
            (Dollar amounts in thousands except for unit and per unit amounts)
                                         (unaudited)

<TABLE>
<CAPTION>

                                                             1997                 1996
                                                       ------------------   ------------------
<S>                                                  <C>                   <C>
Rental Income                                        $             1,299                  749
                                                       ------------------   ------------------
Costs and expenses:
Direct container expenses                                            250                   89
Bad debt expense                                                       6                    1
Depreciation                                                         444                  357
Professional fees                                                     10                   21
Management fees to affiliates (note 3)                               124                   52
General administrative costs to affiliates (note 3)                   91                   75
Other general and administrative costs                                13                    7
                                                       ------------------   ------------------
                                                                     938                  602
                                                       ------------------   ------------------
Income from operations                                               361                  147
                                                       ------------------   ------------------
Other income (expense):
Interest expense, net                                               (94)                (451)
Gain on sale of equipment                                             30                    -
                                                       ------------------   ------------------
                                                                    (64)                (451)
                                                       ------------------   ------------------
Net earnings (loss)                                  $               297                (304)
                                                       ==================   ==================

Allocation of net earnings (loss) (note 3):
General Partners                                     $                28                (304)
Limited Partners                                                     269                    -
                                                       ------------------   ------------------
                                                     $               297                (304)
                                                       ==================   ==================
Limited partners' per unit share of
net earnings                                         $              0.17                    -
                                                       ==================   ==================
Limited partners' per unit share
of distributions                                     $              0.41                    -
                                                       ==================   ==================
Weighted average number of limited
partnership units outstanding                                  1,548,842                    5
                                                       ==================   ==================

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



                    TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
                       (a California limited partnership)

                    Statements of Partners' Capital (Deficit)

               For the three months ended March 31, 1997 and 1996
                             (Amounts in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>

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

<S>                                                           <C>                 <C>                     <C>  
Balances at January 1, 1996                                   $      (399)                     -                 (399)
Net loss                                                             (304)                     -                 (304)
                                                                -----------       ---------------        --------------

Balances at March 31, 1996                                    $      (703)                     -                 (703)
                                                                ===========       ===============        ==============

Balances at January 1, 1997                                   $      (499)                21,930                21,431
Proceeds from sale of limited partnership units                          -                 9,520                 9,520
Syndication and offering costs                                           -                 (857)                 (857)
Distributions                                                         (70)                 (633)                 (703)
Net earnings                                                            28                   269                   297
                                                                -----------       ---------------        --------------

Balances at March 31, 1997                                    $      (541)                30,229                29,688
                                                                ===========       ===============        ==============


See accompanying notes to financial statements


</TABLE>
<PAGE>



                            TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
                               (a California limited partnership)

                                    Statements of Cash Flows

                       For the three months ended March 31, 1997 and 1996
                                     (Amounts in thousands)
                                           (unaudited)
<TABLE>
<CAPTION>


                                                                   1997                 1996
                                                               --------------       --------------

<S>                                                         <C>                    <C>
Cash flows from operating activities:
   Net income (loss)                                         $           297                (304)
   Adjustments to reconcile net income (loss) to
       net cash provided by operating activities:
         Depreciation                                                    444                  357
         Increase in allowance for doubtful accounts                       6                    6
         Gain on sale of equipment                                      (30)                    -
         Changes in assets and liabilities:
             Increase in accounts receivable                           (282)                 (60)
             Decrease in prepaid expenses                                  9                    6
             Increase (decrease) in accounts payable and
                accrued liabilities                                        9                 (59)
             Increase (decrease) in accrued damage
                protection plan costs                                      5                 (12)
             (Decrease) increase in due to affiliates, net              (43)                1,622
                                                               --------------       --------------

             Net cash provided by operating activities                   415                1,556
                                                               --------------       --------------

Cash flows from investing activities:
   Proceeds from sale of equipment                                        77                   28
   Equipment purchases                                                 (114)              (3,092)
   Cash collateral deposit                                               985                (422)
                                                               --------------       --------------

             Net cash provided by (used in) investing
             activities                                                  948              (3,486)
                                                               --------------       --------------

Cash flows from financing activities:
   Proceeds from sale of limited partnership units                     9,606                    -
   Distributions to partners                                           (674)                    -
   Syndication and offering costs                                      (857)                    -
   (Repayments) borrowings under revolving credit line               (8,780)                1,488
   Borrowings from affiliates                                              -                  436
   Cash collateral deposit                                                 6                    -
                                                               --------------       --------------

              Net cash (used in) provided by financing
              activities                                               (699)                1,924
                                                               --------------       --------------

Net increase (decrease) in cash                                          664                  (6)

Cash at beginning of period                                            1,051                   77
                                                               --------------       --------------

Cash at end of period                                        $         1,715                   71
                                                               ==============       ==============

Interest paid during the period                              $           113                  465
                                                               ==============       ==============

See accompanying notes to financial statements


</TABLE>
<PAGE>



                     TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
                       (A California limited partnership)

                      Statements of Cash Flows--Continued

               For the three months ended March 31, 1997 and 1996
                              (Amounts in thousands)
                                   (unaudited)

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

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

                                                                          Mar. 31     Dec. 31    Mar. 31     Dec. 31
                                                                             1997        1996       1996        1995
                                                                          -------     -------    -------     -------
<S>                                                                   <C>             <C>        <C>         <C>
Equipment purchases included in:
     Due to affiliates................................................$         -           2         98         109
     Equipment purchases payable......................................         34          24      1,017       1,935

Proceeds from sale of limited partnership units included in:
     Accounts receivable...............................................        51         137          -           -

Proceeds from sale of Equipment included in:
     Due from affiliates...............................................         1           1         14          28

Distributions to partners included in:
     Due to affiliates.................................................        26          16          1           1
     Accounts payable and accrued liabilities..........................        41          22          -           -

</TABLE>
The  following  table  summarizes  the amounts of Equipment  purchases,  sale of
limited  partnership  units,  proceeds from sale of Equipment,  distributions to
partners, and syndication and offering costs recorded by the Partnership and the
amounts  paid or  received  as shown in the  Statements  of Cash  Flows  for the
three-month period ended March 31, 1997 and 1996.
<TABLE>
<CAPTION>

                                                                                                    1997        1996
                                                                                                    ----        ----
<S>                                                                                           <C>              <C>  
Equipment purchases recorded.........................................................         $      122       2,163
Equipment purchases paid.............................................................                114       3,092

Proceeds from sale of limited partnership units recorded.............................              9,520           -
Proceeds from sale of limited partnership units received.............................              9,606           -

Proceeds from sale of Equipment recorded.............................................                 77          14
Proceeds from sale of Equipment received.............................................                 77          28

Distributions to partners declared...................................................                703           -
Distributions to partners paid.......................................................                674           -

See accompanying notes to financial statements


</TABLE>
<PAGE>

                        TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
                          (A California limited partnership)

                            Notes to Financial Statements

                                    March 31, 1997
         (Dollar amounts in thousands except for unit and per unit amounts)
                                     (unaudited)

Note 1.  General

        Textainer  Equipment  Income  Fund  VI,  L.P.  (the  Partnership)  is  a
        California Limited Partnership founded in 1995. The Partnership owns and
        leases a fleet of  intermodal  marine  cargo  container  equipment  (the
        Equipment) to international shipping lines.

        The accompanying  interim financial  statements have not been audited by
        an independent public accountant.  However,  all adjustments (which were
        only  normal and  recurring  adjustments),  which are, in the opinion of
        management,  necessary to fairly  present the financial  position of the
        Partnership  as of March 31, 1997 and December 31, 1996, and the results
        of its  operations,  changes in partners'  capital  (deficit),  and cash
        flows for the  three-month  periods ended March 31, 1997 and 1996,  have
        been made.

        The financial information presented herein should be read in conjunction
        with  the  audited  financial  statements  and  the  accompanying  Notes
        included  in  the  Partnership's  audited  financial  statements  as  of
        December 31, 1996.

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

Note 2.  Damage Protection Plan

        The Partnership offers a Damage Protection Plan (the Plan) to lessees of
        its  Equipment.  Under  the  terms of the Plan,  the  Partnership  earns
        additional  revenues on a daily  basis and,  as a result,  has agreed to
        bear certain repair costs. It is the  Partnership's  policy to recognize
        revenue  when  earned and to provide a reserve  sufficient  to cover the
        Partnership's obligation for estimated future repair costs. At March 31,
        1997 and  December  31,  1996,  this  reserve  was equal to $82 and $77,
        respectively.

Note 3.  Acquisition of Equipment

        During  the  three-month  periods  ended  March 31,  1997 and 1996,  the
        Partnership  purchased  Equipment  with  a  cost  of  $122  and  $2,163,
        respectively.

Note 4.  Transactions with Affiliates

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

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

        As part of the operation of the Partnership, the Partnership is  to  pay
        to the General  Partners  an  incentive  management  fee,  an  equipment
        management fee and an equipment liquidation fee, as well as  reimbursing
        the General Partners for certain  administrative  costs.  These fees are
        for various services provided in connection with the administration  and
        management of the Partnership. The Partnership incurred $33 of incentive
        management fees during the three-month  period  ended  March  31,  1997.
        There were no incentive management fees paid to  the  General   Partners
        for the three-month period ended March 31, 1996.No equipment liquidation
        fees were incurred in either period.

        The Equipment  of the  Partnership  is  managed  by TEM.  In its role as
        manager, TEM has authority to acquire,  hold,  manage,  lease,  sell and
        dispose of the Partnership's Equipment. Additionally, TEM holds, for the
        payment  of direct  operating  expenses, a reserve of cash that has been
        collected from container leasing  operations; such cash is netted in the
        amount due to affiliates at March 31, 1997 and December 31, 1996.

        Subject to  certain   reductions,   TEM  receives  a  monthly  Equipment
        management fee  equal  to 7% of gross  lease  revenues  attributable  to
        operating leases and 2% of gross  lease  revenues  attributable  to full
        payout net leases. These fees  totaled  $91 and $52 for the  three-month
        periods ended March 31, 1997 and 1996. The Equipment is leased by TEM to
        third-party  lessees on  operating master  leases,  spot leases and term
        leases.  The majority are operating master leases with limited terms and
        no purchase options.

        Certain indirect  general  and  administrative  costs such as  salaries,
        employee benefits,  taxes and  insurance,  are  incurred  in  performing
        administrative services  necessary to the operation of the  Partnership.
        These costs are borne by TCC and TEM.During the three-month period ended
        March 31, 1997 and 1996 costs allocated to the  Partnership for salaries
        were $46 and $38,respectively and other general and administrative costs
        were $45 and $37, respectively.  TEM allocates  these costs based on the
        ratio of the Partnership's  interest in managed  Equipment  to the total
        Equipment managed  by  TEM  during  the  period.  Indirect  general  and
        administrative costs allocated to the  Partnership  were $80 and $63 for
        the three-month periods from March 31, 1997 and 1996, respectively.

        TCC allocates   indirect  general  and   administrative   costs  to  the
        Partnership based on the  ratio of the  Partnership's  Equipment  to the
        total Equipment of all limited partnerships managed by TCC.TCC allocated
        $11 and  $12 of  these  indirect  costs  to the  Partnership during  the
        three-month periods ended March 31, 1997 and 1996, respectively.

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

        The Partnership pays a managing sales agent fee to TSC of up  to  9%  of
        the gross proceeds from the sale of limited partnership units,from which
        TSC pays commissions to independent participating   broker/dealers   who
        participate  in the offering. The amount of the managing sales agent fee
        and the broker/dealers' commissions are  determined  by  the  volume  of
        units sold to each investor by the broker/dealers.  The General Partners
        or   TSC  will  pay,  out  of  their  own  corporate  funds,  all  other
        organization, offering and joint sales costs  incurred  by  the  General
        Partners or TSC.

        As of March 31, 1997 and December 31, 1996, due to  affiliates, net, are
        comprised of:
<TABLE>
<CAPTION>

                                                                         1997       1996
<S>                                                            <C>                 <C>
          Due from affiliates:
           Due from TSC.......................................  $           7        158
           Due from TEM.......................................             31          -
                                                                        -----       ----
                                                                $          38        158
                                                                        =====       ====

          Due to affiliates:
           Due to TEM.........................................  $           -        172
           Due to TL..........................................             26         16
           Due to TCC.........................................             14          -
           Due to TSC.........................................              -          7
                                                                        -----       ----
                                                                $          40        195
                                                                        =====       ====

</TABLE>

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

       It is the policy of the  Partnership  and the General  Partners to charge
       interest on  intercompany  balances which were  outstanding for more than
       one month,  to the extent  such  balances  relate to loans for  Equipment
       purchases.  Interest  is charged at a rate not  greater  than the General
       Partners' or affiliates' own cost of funds. There was no interest expense
       incurred on intercompany  balances for the three-month period ended March
       31,  1997.  During the  three-month  period  ended  March 31,  1996,  the
       Partnership incurred $42 in interest charged by the General Partners.

Note 5.  Rentals under Operating Leases

       The following is a schedule by year of minimum future rentals  receivable
       on noncancelable operating leases as of March 31, 1997:

       Year ended March 31:

       1998..................................................       $ 741
       1999..................................................          39
       2000..................................................          10
                                                                      ---

       Total minimum future rentals receivable...............       $ 790
                                                                      ===

Note 6.  Revolving Credit Line

        The Partnership has a short-term revolving credit facility(the Facility)
        with an available  limit of $25,000,  expiring  June 30, 1997,  which is
        available for Equipment purchases.  Balances borrowed under the Facility
        bear  interest at either the Prime Rate plus .25%,  or LIBOR plus 1.75%,
        and are secured by all assets of the Partnership. The Partnership pays a
        commitment  fee of 1/2% per annum on the unused portion of the Facility.
        This fee, as well as the  interest on any amounts  borrowed,  is payable
        quarterly  in  arrears.  Should the  Facility  not be  renewed  upon its
        expiration,  it may, at the  Partnership's  option,  be  converted  to a
        four-year term loan,  with interest at either the Prime Rate plus 2.25%,
        or LIBOR plus 3.25%.  The Partnership can borrow an amount up to the sum
        of 60% of the net book  value of  Equipment  plus the amount of the cash
        collateral. At March 31, 1997, there were no borrowings outstanding.

Note 7.  Commitments

        At March 31, 1997,  the  Partnership  has  committed to purchase 150 new
        containers  at an  approximate  total  purchase  price  of  $318.  These
        commitments  were made to TAS, which, as the contracting  party,  has in
        turn committed to purchase this Equipment on behalf of the Partnership.



<PAGE>
ITEM 2 -   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
           RESULTS OF OPERATIONS

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

The Financial Statements contain information which will assist in evaluating the
financial  condition of the Partnership for the three-month  periods ended March
31, 1997 and 1996. Please refer to the Financial Statements and Notes thereto in
connection with the following discussion.

Liquidity and Capital Resources

The  Partnership  began its  offering of limited  partnership  interests  to the
public on May 10, 1996. The Partnership received its minimum subscription amount
of $1,100 on June 17, 1996 and had received  offering  proceeds totaling $34,654
as of March 31, 1997.

The Managing  General  Partner decided to terminate the  Partnership's  Offering
effective  April 30, 1997.  The primary  reason for this decision is the current
decrease in demand for leased  containers  and the  associated  decline in lease
rates  and  utilization.  The  decline  in demand  for  leased  containers,  the
Partnership's  principal business,  is described more fully below under "Results
of Operations".

The decline in demand for leased  containers  has been  accompanied by a drop in
the purchase price of new containers.  Due to this drop in container prices, the
Managing General Partner believes that some additional  investment in containers
is  warranted.  Therefore,  the  Partnership  intends  to invest  any  available
offering proceeds in containers.

The Partnership has a short-term  revolving  credit facility (the Facility) with
an available limit of $25,000, which expires June 30, 1997, and is available for
Equipment  purchases.  Balances  borrowed  under the Facility  bear  interest at
either the Prime Rate plus .25%,  or LIBOR plus  1.75%,  and are  secured by all
assets of the  Partnership.  The  Partnership  pays a commitment fee of 1/2% per
annum on the unused  portion of the Facility.  This fee, as well as the interest
on any amounts borrowed,  is payable  quarterly in arrears.  Should the Facility
not be renewed upon its  expiration,  it may, at the  Partnership's  option,  be
converted to a four-year term loan,  with interest at either the Prime Rate plus
2.25%, or LIBOR plus 3.25% The Partnership can borrow an amount up to the sum of
60% of the net book value of Equipment plus the amount of the cash collateral.

During the three months ended March 31, 1997, the Partnership  paid down $8,780,
the entire  outstanding  balance on the  Facility,  and at March 31,  1997,  had
$25,000 available under this Facility to finance Equipment purchases.

The  Partnership's  policy is to maintain minimum working capital reserves in an
amount equal to 1% of aggregate offering proceeds during the Offering Period and
until  proceeds  received  in the  Offering  (less  reserves)  are  invested  in
Equipment.  Thereafter,  working  capital  reserves may be  established  at such
levels  as the  Managing  General  Partner  deems  necessary  to serve  the best
interest of the  Partnership,  but in no event less than the lesser of (i) 1% of
aggregate  offering  proceeds;  or (ii) $100. (See "Business of the Partnership:
Reserves" in the Prospectus.)  The Partnership  invests working capital and cash
flow from  operations  prior to its  distribution to the partners in short-term,
liquid  investments.  At March 31, 1997,  the  Partnership's  cash of $1,715 was
invested in money market accounts.

During  the  year  ended  December  31,  1996,  the  Partnership  declared  cash
distributions  to limited  partners  pertaining to the period from December 1996
through  February 1997 in the amount of $633.  These  distributions  represent a
return of 10.00% of original capital  (measured on an annualized  basis) on each
unit. On a GAAP basis $364 of these  distributions was a return of capital. On a
cash basis, $415 of these  distributions was from operations and the balance was
from reserves.  Beginning with the cash distribution to limited partners for the
month of April 1997,  payable May, 1997, the Partnership will make distributions
on an annualized  rate of 9% on each Unit.  This reduction in the  Partnership's
distribution  rate is a result of the  decline  in market  conditions  which are
discussed more fully below under "Results of Operations".

At March 31 1997, the  Partnership  had committed to purchase 150 new containers
at an approximate total purchase price of $318. The Partnership  expects to fund
the  purchase  of the  Equipment  with  its  cash  on  hand.  In the  event  the
Partnership  decides not to purchase the Equipment,  one of the General Partners
or an affiliate of the General  Partners  will retain the  Equipment for its own
account.

For the three months ended March 31, 1997 and 1996, the Partnership had net cash
provided by operating activities of $415 and $1,556, respectively.  The decrease
was  primarily  attributable  to a  decrease  in due to  affiliates,  net and an
increase in accounts receivable from operations,offset in part by an increase in
net income.  Due to affiliates,  net, decreased due to timing differences in the
accrual and payment of expenses and fees or in the accrual and remittance of net
rental  revenues.  The increases in accounts  receivable from operations and net
earnings are primarily attributable to the increase in the average fleet size in
1997 as compared to the same period in 1996.

Net cash  provided by investing  activities  was $948 for the three months ended
March 31, 1997 as compared to net cash used in  investing  activities  of $3,486
for the same period in 1996.  Net cash provided by investing  activities for the
three  months ended March 31, 1997,  included  the return of  restricted  funds,
previously held as collateral for the Facility.  Equipment  purchases  decreased
between periods  primarily due to the Partnership  utilizing  available cash for
the repayment of the credit facility during 1997.

Net cash used in financing  activities was $699 for the three month period ended
March 31, 1997 as  compared to net cash  provided  by  financing  activities  of
$1,924  for the same  period  in 1996.  The  decrease  in net cash  provided  by
financing  activities  was  primarily  due to the  repayment of the Facility and
payments made for  distributions to partners and syndication and offering costs.
The  decrease  was offset by the receipt of  proceeds  from the sales of limited
partnership units.


Results of Operations

Because  the  Partnership  has only  recently  been  formed,  the results of its
operations  for  the  three  months  ended  March  31,  1997  and  1996  are not
representative of the results expected after the discontinuation of the Offering
and the  completion of the purchase of the initial  portfolio of Equipment.  The
Partnership  sustained  net  earnings  of $297 and a net loss of $304 during the
three  months  ended  March 31,  1997 and 1996,  respectively.  These  financial
results  include  non-cash  depreciation  expenses  of  $444  and  $357  for the
respective periods.

The  Partnership's  income  (loss)  from  operations,  which  consist  of rental
revenue,  Equipment  depreciation,  direct operating expenses,  management fees,
interest, and reimbursement of administrative  expenses were directly related to
the size of the Equipment fleet during the three months ended March 31, 1997 and
1996.  The following is a summary of the size of the Equipment  fleet (in units)
at the end of each quarter  during the period from February 1, 1995  (inception)
through March 31, 1997.

                                 June 30, 1995.................         198
                                 September 30, 1995............       3,995
                                 December 31, 1995.............       6,614
                                 March 31, 1996................       7,239
                                 June 30, 1996.................       7,596
                                 September 30, 1996............       8,143
                                 December 31, 1996.............       9,099
                                 March 31, 1997................       9,083
                                 

Rental  income and direct  operating  expenses  are also  affected  by the lease
utilization  percentages  for the  Equipment  which  were 82% and 69% on average
during the three  months  ended  March 31,  1997 and 1996,  respectively.  Lease
utilization  percentages tend to increase  gradually during the initial purchase
and lease-up  phase of the  Partnership's  container  fleet.  Carefully  managed
additions  of  Equipment  and the time  required  to lease the  added  Equipment
contribute  to the lease  utilization  percentage  growth.  In addition,  rental
income is affected by daily rental rates.

The  following is a  comparative  analysis of the results of  operation  for the
three-month period ended March 31, 1997 and 1996.

The Partnership's  income from operations for the three-month period ended March
31, 1997 was $361 on gross  rental  income of $1,299,  compared to $147 on gross
rental  income of $749 for the same  period in 1996.  The largest  component  of
total rental income is income from container rentals, which increased by $485 or
68%, from 1996 to 1997.  Income from container rentals is largely dependent upon
three  factors:  equipment  available  for lease  (average  inventory),  average
on-hire  (utilization)  percentage  and  average  daily  rental  rates.  Average
utilization  increased 19%, average daily rental rates increased 10% and average
inventory  increased 31%.  Despite these increases,  though,  general demand for
leased containers has declined, as described below.

Container  utilization  began to decline in late 1995 and that decline persisted
throughout 1996 and into 1997. The General  Partners  believe that this decrease
in demand for leased containers is the result of adverse changes in the business
of its shipping line  customers.  These changes  consist  principally  of: (i) a
general slowdown in the growth of world containerized cargo trade,  particularly
in the  Asia-North  America and  Asia-Europe  trade routes;  (ii)  over-capacity
resulting from the 1996 and 1997 additions of new,  larger ships to the existing
container  ship  fleet at a rate in excess of the growth  rate in  containerized
cargo  trade;   and  (iii)  shipping  line   alliances  and  other   operational
consolidations   that  have  allowed   shipping  lines  to  operate  with  fewer
containers,  thereby decreasing the demand for leased containers.  The container
ship  over-capacity  in particular  led to lower  shipping  rates,  resulting in
shipping  lines'  need to reduce  operating  costs.  The drive to reduce  costs,
coupled with the  availability  of  inexpensive  financing  and lower  container
prices,  encouraged  shipping  lines to purchase,  rather than lease,  a greater
number of new  containers in 1996 than in previous  years.  All of these factors
have led to downward pressure on container lease rates, a decline in utilization
of leased containers,  and an increase in leasing incentives and other discounts
being  granted  to  shipping  lines  by  container   lessors,   further  eroding
Partnership profitability.  The decline in demand for leased containers has been
accompanied  by a drop in the  purchase  price of new  containers.  For the near
term,  the  General  Partners  do not  foresee  any  changes in  current  market
conditions and caution that both  utilization  and lease rates could continue to
decline, adversely affecting the Partnership's operating results.

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

The balance of rental income consists of other  lease-related  items,  primarily
income  from  charges  to the  lessees  for  pick-up  of  containers  from prime
locations  less  credits  granted to lessees  for leasing  containers  from less
desirable  locations  (location  income),  income  for  handling  and  returning
containers  and income  from  charges to lessees  for a damage  protection  plan
(DPP). For the three-month period ended March 31, 1997, the total of these other
revenue items was $102, an increase of $65 compared to the equivalent  period in
1996. The increase is primarily due to the increase in fleet size.

Direct operating  expenses,  excluding bad debt expense,  increased by $161 from
the  three-month  period ended March 31, 1996,  to the same period in 1997.  The
primary components of this increase were increases in storage, handling, DPP and
repositioning  expenses.  Bad debt  expense  increased  $5 between  periods  and
depreciation expense increased by $87, or 24%, from the three-month period ended
March 31, 1996 to the same period in 1997.  These increases are primarily due to
the increase in the Partnership's average fleet size between periods.

Management  fees  increased by $72 from the three months ended March 31, 1996 to
the  equivalent  period in 1997 due to  increases  in  incentive  and  equipment
management fees. Incentive management fees, which are based on the Partnership's
limited and general  partner  distribution  percentage  and  partners'  capital,
increased $33, or 100% in line with the  commencement  of partner  distributions
and the increase in partners'  capital from the  three-month  period ended March
31, 1996 to the equivalent period in 1997.  Equipment  management fees increased
proportionally  with the increase in rental  income and were 7% of gross revenue
for both periods.

General and  administrative  costs to affiliates  increased by 21%, or $16, from
the  three-month  period  ended  March  31,  1996 to the  same  period  in 1997,
primarily due to the increase in the average container fleet.

Other expense decreased $387 from the three-month period ended March 31, 1996 to
the same period in 1997,  representing  a  decrease  of  $357  in  net  interest
expense and an increase of $30 in gain on sale of equipment.  Interest  expense
declined primarily due to the decline in borrowings from the three-month  period
ended March 31, 1996, to the equivalent period in 1997.

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

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



<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


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

                                        By Textainer Capital Corporation
                                        The Managing General Partner



                                        By____________________________
                                            John R. Rhodes
                                            Executive Vice President



Date: May 28, 1997

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

<TABLE>
<CAPTION>

Signature                                    Title                                      Date




<S>                                         <C>                                        <C> 
____________________________                 Executive Vice President,                  May 28, 1997
John R. Rhodes                               (Principal Financial and
                                             Accounting Officer) and
                                             Secretary


____________________________                 President (Principal Executive             May 28, 1997
James E. Hoelter                             Officer) and Director




</TABLE>
<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


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

                                        By Textainer Capital Corporation
                                        The Managing General Partner



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


Date: May 28, 1997

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

<TABLE>
<CAPTION>

Signature                                  Title                                       Date



<S>                                        <C>                                         <C> 
/s/John R. Rhodes                          Executive Vice President,                   May 28, 1997
-------------------------                  (Principal Financial and
John R. Rhodes                             Accounting Officer) and
                                           Secretary

/s/James E. Hoelter                        President (Principal Executive              May 28, 1997
-----------------------                    Officer) and Director
James E. Hoelter

</TABLE>