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


May 13, 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  Quarterly  Report  on Form  10-Q 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


                 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 for the
                          Quarter Ended March 31, 1997

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>



                                                                                                               Page



Item 1.  Financial Statements

<S>                                                                                                            <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)                               1,892                  1,033
Prepaid expenses                                                                30                     39
                                                                   ----------------        ---------------

                                                                $           30,682                 30,528
                                                                   ================        ===============

Liabilities and Partners' Capital (Deficit)
Liabilities:
     Accounts payable                                           $              140                    111
     Accrued liabilities                                                       736                     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                                                    994                  9,097
                                                                   ----------------        ---------------

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

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

Commitments (note 7)                                            $           30,682                 30,528
                                                                   ================        ===============
</TABLE>

See accompanying notes to financial statements


<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
                                                          =================   ==================
</TABLE>

See accompanying notes to financial statements


<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
                                                                ===========       ===============        ==============

</TABLE>

See accompanying notes to financial statements


<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                                    678                   (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               1,084                 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                  8,937                      -
   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                                         (1,368)                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                              $        101                   465
                                                               ==============       ==============
</TABLE>

See accompanying notes to financial statements


<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..............................................        720         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.............................              8,937           -

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           -
</TABLE>

See accompanying notes to financial statements


<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 all of these  distributions were from operations.  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 $1,084  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 increases
in net income and accounts payable and accrued  liabilities.  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,  net earnings and accounts payable and
accrued  liabilities  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 $1,374 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  an decrease of $357 in 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 14, 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 14, 1997
John R. Rhodes                               (Principal Financial and
                                             Accounting Officer) and
                                             Secretary


____________________________                 President (Principal Executive             May 14, 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 14, 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 14, 1997
-------------------------                  (Principal Financial and
John R. Rhodes                             Accounting Officer) and
                                           Secretary

/s/James E. Hoelter                        President (Principal Executive              May 14, 1997
-----------------------                    Officer) and Director
James E. Hoelter                           
</TABLE>