UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549



                                    FORM 8-K



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


                                 March 22, 2005
                Date of report (Date of Earliest Event Reported)




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

<TABLE>
<CAPTION>

                 California                            0-22337                         94-3220152
        (State or other jurisdiction          (Commission file number)               (IRS Employer
      of incorporation or organization)                                            Identification No.)
<S>                                           <C>                                <C>

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


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



Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
    (17 CFR240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
    (17 CFR 240.13e-4(c))
</TABLE>


<PAGE>



Item 1.01 Entry into a Material Definitive Agreement

Textainer  Equipment  Income Fund VI, L.P. (the  "Partnership")  entered into an
asset sale agreement on November 30, 2004 to sell all, or substantially  all, of
its assets to RFH Limited, a company with limited liability  organized under the
laws of Bermuda  ("RFH").  The asset sale  agreement was subject to  conditions,
among others,  requiring its approval by limited  partners holding more than 50%
of the Partnership's  limited partnership units. The asset sale agreement was so
approved by the limited  partners at a special  meeting  held on March 21, 2005,
and on that same date the asset sale agreement became binding on the Partnership
as of its effective date of January 1, 2005. Closing of the asset sale agreement
is scheduled to occur on March 31, 2005. See Item 8.01 below for voting results.

As part of the sale transaction,  RFH has engaged Textainer Equipment Management
Limited  ("TEM"),  one of the  Partnership's  general  partners,  to manage  the
containers  RFH is buying,  pursuant to a management  agreement.  The management
agreement  provides for RFH to pay monthly  management  fees to TEM based on the
net operating  income  generated by the  containers.  The  management  fees vary
depending  on the type of lease  that  covers  the  containers.  The  management
agreement  also  provides  for the payment to TEM of a  percentage  of the sales
proceeds  resulting from the sale of any  container,  unless the sale is made to
TEM (or an affiliate) or results from a casualty loss. The management  agreement
further  provides for the payment of a percentage of the price of any additional
containers purchased by TEM as agent for RFH. RFH can terminate the agreement in
the event of material  breaches by TEM, but otherwise  the  agreement  continues
until the sale or disposition,  or destruction or loss, of the containers bought
by RFH.

On March 21, 2005, five other limited  partnerships managed by the Partnership's
general partners approved similar asset sale agreements with RFH for the sale of
substantially  all of their assets.  RFH also engaged TEM for the  management of
these containers under the terms outlined above.

The  shareholders of RFH have had past contacts and business  transactions  with
the  general  partners.  These  past  contacts  and  business  transactions  are
described  under the  caption  "Past  Contacts,  Transactions  and  Negotiations
Between the Partnership and RFH," on pages 26 to 27 of the  Partnership's  Proxy
Statement for Special Meeting of Limited Partners,  filed with the Commission on
January 20, 2005,  which  information is herein  incorporated by reference.  The
terms and conditions of the asset sale agreement with RFH are described on pages
14 through 20 of this same Proxy Statement,  beginning with the caption "Summary
of the Asset  Sale  Agreement  and  Related  Agreements,"  and  ending  with the
information  under the caption,  "Covenants of RFH and the  Partnership," all of
which information is herein incorporated by reference.

Item 8.01 Other Events

Proxies were  solicited  beginning  in January of 2005 and a Special  Meeting of
Limited  Partners  was held on March 21,  2005.  Matters for which  proxies were
solicited  and votes taken at the Special  Meeting  were (i) the approval of the
sale of  substantially  all of the  assets of the  Partnership  for cash and the
authorization of the dissolution,  winding up and termination of the Partnership
(the "Asset Sale  Proposal");  (ii) the  approval of certain  amendments  to the
Partnership's  limited partnership agreement giving the managing general partner
the power and authority to sell the  Partnership's  assets if the proposed asset
sale is not completed (the "Amendment  Proposal");  and (iii) the adjournment of
the  special  meeting  to  solicit   additional   proxies,   if  necessary  (the
"Adjournment Proposal".)

As of January  20,  2005,  the  record  date of the  Special  Meeting of Limited
Partners, there were 1,848,397 limited partner units outstanding and eligible to
vote.  A total of  1,195,571  units  were  represented  by valid  proxies at the
meeting.


<PAGE>
<TABLE>
<CAPTION>


The following details the number of votes cast for, and against,  as well as the
number of  abstentions  on each proposal made at the Special  Meeting of Limited
Partners, held on March 21, 2005:

                                                    For          Against       Abstain
                                                    ---          -------       -------
<S>                                               <C>            <C>          <C>
Proposal 1:  Asset Sale Proposal:               1,059,652        111,053        24,866
Proposal 2:  Amendment Proposal:                1,023,618        146,712        25,241
Proposal 3:  Adjournment Proposal:              1,050,307        116,648        28,616

</TABLE>

Item 9.01 Financial Statement and Exhibits

(c) Exhibits
Exhibit 99.1. The following sections from the Partnership's  Proxy Statement for
Special Meeting of the Limited  Partners as filed with the Commission on January
20, 2005 are incorporated by reference: (i) beginning with the caption, "Summary
of the Asset  Sale  Agreement  and  Related  Agreements,"  and  ending  with the
information  under the caption,  "Covenants  of RFH and the  Partnership,"  from
pages 14 through 20, and (ii) the information under the caption, "Past Contacts,
Transactions  and  Negotiations  Between the Partnership and RFH," from pages 26
through 27.




<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 _______________________________________________
                                 Ernest J. Furtado
                                 Chief Financial Officer, Senior Vice President,
                                       Secretary and Director

Date:  March 22, 2005



<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/ Ernest J. Furtado
                                 _______________________________________________
                                 Ernest J. Furtado
                                 Chief Financial Officer, Senior Vice President,
                                       Secretary and Director

Date:  March 22, 2005
[{"type": "8-K", "sequence": "1", "filename": "f6march22058k.txt", "secsgml_size_bytes": 9230}]
{"company-data": {"conformed-name": "TEXTAINER EQUIPMENT INCOME FUND VI LP", "cik": "0001003638", "assigned-sic": "7359", "irs-number": "943220152", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-22337", "film-number": "05697479"}, "business-address": {"street1": "650 CALIFORNIA ST", "street2": "16TH FL", "city": "SAN FRANCISCO", "state": "CA", "zip": "94108", "phone": "4154340551"}, "mail-address": {"street1": "650 CALIFORNIA STREET 16TH FLOOR", "street2": "SAN FRANCISCO", "city": "CA", "state": "CA", "zip": "94408"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                    FORM 8-K

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

                                 March 22, 2005
                Date of report (Date of Earliest Event Reported)

                    TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
             (Exact name of Registrant as specified in its charter)
California                            0-22337                         94-3220152
        (State or other jurisdiction          (Commission file number)               (IRS Employer
      of incorporation or organization)                                            Identification No.)
650 California Street, 16th Floor
             San Francisco, CA                                                            94108
  (Address of Principal Executive Offices)                                              (ZIP Code)

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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
    (17 CFR240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
    (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement

Textainer  Equipment  Income Fund VI, L.P. (the  "Partnership")  entered into an
asset sale agreement on November 30, 2004 to sell all, or substantially  all, of
its assets to RFH Limited, a company with limited liability  organized under the
laws of Bermuda  ("RFH").  The asset sale  agreement was subject to  conditions,
among others,  requiring its approval by limited  partners holding more than 50%
of the Partnership's  limited partnership units. The asset sale agreement was so
approved by the limited  partners at a special  meeting  held on March 21, 2005,
and on that same date the asset sale agreement became binding on the Partnership
as of its effective date of January 1, 2005. Closing of the asset sale agreement
is scheduled to occur on March 31, 2005. See Item 8.01 below for voting results.

As part of the sale transaction,  RFH has engaged Textainer Equipment Management
Limited  ("TEM"),  one of the  Partnership's  general  partners,  to manage  the
containers  RFH is buying,  pursuant to a management  agreement.  The management
agreement  provides for RFH to pay monthly  management  fees to TEM based on the
net operating  income  generated by the  containers.  The  management  fees vary
depending  on the type of lease  that  covers  the  containers.  The  management
agreement  also  provides  for the payment to TEM of a  percentage  of the sales
proceeds  resulting from the sale of any  container,  unless the sale is made to
TEM (or an affiliate) or results from a casualty loss. The management  agreement
further  provides for the payment of a percentage of the price of any additional
containers purchased by TEM as agent for RFH. RFH can terminate the agreement in
the event of material  breaches by TEM, but otherwise  the  agreement  continues
until the sale or disposition,  or destruction or loss, of the containers bought
by RFH.

On March 21, 2005, five other limited  partnerships managed by the Partnership's
general partners approved similar asset sale agreements with RFH for the sale of
substantially  all of their assets.  RFH also engaged TEM for the  management of
these containers under the terms outlined above.

The  shareholders of RFH have had past contacts and business  transactions  with
the  general  partners.  These  past  contacts  and  business  transactions  are
described  under the  caption  "Past  Contacts,  Transactions  and  Negotiations
Between the Partnership and RFH," on pages 26 to 27 of the  Partnership's  Proxy
Statement for Special Meeting of Limited Partners,  filed with the Commission on
January 20, 2005,  which  information is herein  incorporated by reference.  The
terms and conditions of the asset sale agreement with RFH are described on pages
14 through 20 of this same Proxy Statement,  beginning with the caption "Summary
of the Asset  Sale  Agreement  and  Related  Agreements,"  and  ending  with the
information  under the caption,  "Covenants of RFH and the  Partnership," all of
which information is herein incorporated by reference.

Item 8.01 Other Events

Proxies were  solicited  beginning  in January of 2005 and a Special  Meeting of
Limited  Partners  was held on March 21,  2005.  Matters for which  proxies were
solicited  and votes taken at the Special  Meeting  were (i) the approval of the
sale of  substantially  all of the  assets of the  Partnership  for cash and the
authorization of the dissolution,  winding up and termination of the Partnership
(the "Asset Sale  Proposal");  (ii) the  approval of certain  amendments  to the
Partnership's  limited partnership agreement giving the managing general partner
the power and authority to sell the  Partnership's  assets if the proposed asset
sale is not completed (the "Amendment  Proposal");  and (iii) the adjournment of
the  special  meeting  to  solicit   additional   proxies,   if  necessary  (the
"Adjournment Proposal".)

As of January  20,  2005,  the  record  date of the  Special  Meeting of Limited
Partners, there were 1,848,397 limited partner units outstanding and eligible to
vote.  A total of  1,195,571  units  were  represented  by valid  proxies at the
meeting.
The following details the number of votes cast for, and against,  as well as the
number of  abstentions  on each proposal made at the Special  Meeting of Limited
Partners, held on March 21, 2005:

                                                    For          Against       Abstain
                                                    ---          -------       -------
Proposal 1:  Asset Sale Proposal:               1,059,652        111,053        24,866
Proposal 2:  Amendment Proposal:                1,023,618        146,712        25,241
Proposal 3:  Adjournment Proposal:              1,050,307        116,648        28,616
Item 9.01 Financial Statement and Exhibits

(c) Exhibits
Exhibit 99.1. The following sections from the Partnership's  Proxy Statement for
Special Meeting of the Limited  Partners as filed with the Commission on January
20, 2005 are incorporated by reference: (i) beginning with the caption, "Summary
of the Asset  Sale  Agreement  and  Related  Agreements,"  and  ending  with the
information  under the caption,  "Covenants  of RFH and the  Partnership,"  from
pages 14 through 20, and (ii) the information under the caption, "Past Contacts,
Transactions  and  Negotiations  Between the Partnership and RFH," from pages 26
through 27.
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 _______________________________________________
                                 Ernest J. Furtado
                                 Chief Financial Officer, Senior Vice President,
                                       Secretary and Director

Date:  March 22, 2005
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/ Ernest J. Furtado
                                 _______________________________________________
                                 Ernest J. Furtado
                                 Chief Financial Officer, Senior Vice President,
                                       Secretary and Director

Date:  March 22, 2005