UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________
FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 OR 15(d) OFof ~~THE~~The Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported) August 18, 2005

Date of Report (Date of earliest event reported)

December 22, 2004 (December 22, 2004)

Commission File Number 0-21806

PLM EQUIPMENT GROWTH FUND VI

(Exact name of registrant as specified in its charter)

California 94-3135515 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 200 Nyala Farms Road Westport CT 06880 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 341-0555

California	0-21806	94-3135515
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
200 Nyala Farms Road	Westport CT	06880
(Address of principal executive offices)		(Zip Code)

~~Item 4.01 Changes in~~ Registrant's ~~Certifying~~telephone ~~Accountant.~~ number, including area code: (203)-341-0555 (Former name or former address, if changed since last report)

OnCheck ~~December 22, 2004,~~ the ~~Board~~appropriate ofbox ~~Directors~~below ofif the ~~General~~Form ~~Partner~~8-K offiling ~~PLM~~is intended ~~Equipment~~to ~~Growth~~simultaneously ~~Fund~~satisfy ~~VI (~~the ~~“Partnership”)~~filing ~~approved~~obligation ~~the engagement~~ of ~~Grant Thornton LLP (“Grant Thornton”) as~~ the ~~Partnership’s~~registrant ~~principal~~under any ~~independent~~of ~~auditors effective immediately. As previously disclosed,~~ the ~~Partnership’s~~following ~~previous auditors, Ernst & Young, LLP, declined to stand for re-election.~~provisions:

~~During~~[ ~~the~~] ~~Partnership’s~~Written ~~fiscal~~communications ~~years~~pursuant ~~ended~~to ~~December~~Rule ~~31,~~425 ~~2002~~under ~~and 2003 and through~~ the Securities ~~subsequent~~Act ~~interim periods preceding their engagement, the Partnership did not consult with Grant Thornton on any matters described in Item 304~~(~~a)(2)(i)~~17 ~~or Item 304(a)(2)(ii) of Regulation S-K~~CFR230.425)

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

~~Pursuant~~[ to] ~~the~~Pre-commencement ~~requirements~~communications ofpursuant ~~the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report~~ to beRule ~~signed~~14d-2 ~~on its behalf by~~ under the ~~undersigned~~Exchange ~~thereunto~~Act ~~duly~~(17 ~~authorized~~CFR240. 14d-2(b))

~~Date:~~[ ~~December~~] ~~22,~~Pre-commencement ~~2004 PLM~~communications ~~EQUIPMENT~~pursuant ~~GROWTH~~to ~~FUND~~Rule VI 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

~~By:~~Item ~~PLM~~2.01 Completion ~~Financial~~of ~~Services,~~Acquisition ~~Inc~~or Disposition of Assets.

On August 18, 2005, PLM Equipment Growth Fund VI ("Fund VI") completed the sale of its railcar business and related assets to CIT Group Inc., a Delaware corporation ("Purchaser"). As previously reported, the sale was consummated pursuant to an Asset Purchase Agreement, dated as of August 4, 2005 (the "Asset Purchase Agreement"), by and among Purchaser, Fund VI and several entities affiliated with Fund VI (collectively, the "Sellers"), including PLM Rail Partners, LLC, a Delaware limited liability company ("Rail Partners"), an entity in which Fund VI has a 43.0% ownership interest. The assets sold to the Purchaser include railcars owned and leased by the Sellers as well as management contracts pursuant to which Sellers manage and lease railcars owned by unaffiliated third parties. Under the terms of the Asset Purchase Agreement, Purchaser paid Sellers an aggregate gross cash purchase price of approximately $146.9 million, which included the base purchase of $119.8 million and adjustments of $27.1 million primarily consisting of an adjustment for the actual number of railcars cars manufactured and delivered to Sellers in 2005. Of the $146.9 million, Fund VI received approximately $5.0 million and Rail Partners received approximately $32.3 million. The amount received by Fund VI and Rail Partners was based on the appraised value of the railcars sold by Fund VI and Rail Partners to Purchaser, as determined by an independent third party appraiser or, for cars manufactured in 2005, the greater of appraised value or cost.

A copy of the Asset Purchase Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated in its entirety in this Item 2.01 disclosure by reference. Other than in respect of the Asset Purchase Agreement and the agreements entered into in connection therewith, there are no material relationships between Purchaser and Fund VI or any of its affiliates, or any director or officer of Fund VI, or any associate of such director or officer.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The sale was completed on August 18, 2005. The unaudited pro forma financial information shown below is based on audited and unaudited historical financial statements of Fund VI. The unaudited pro forma financial information presented reflects the estimated pro forma effect of the sale.

The unaudited pro forma financial statements are as follows:

an unaudited pro forma balance sheet as of June 30, 2005 giving effect to the sale as if it had occurred on June 30, 2005
an unaudited pro forma statement of income for the six months ended June 30, 2005, giving effect to the sale as of it had occurred on January 1, 2005
an unaudited pro forma statement of income for the year ended December 31, 2004, giving effect to the sale as if it had occurred on January 1, 2004

The unaudited pro forma financial statements include preliminary assumptions and adjustments related to the sale. These pro forma adjustments have been made to illustrate the anticipated financial effect of the sale. The adjustments are based upon available information and assumptions that the general partner of Fund VI believes are reasonable as of the date of this filing. Actual adjustments, however, may differ materially from the information presented. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma financial statements. The pro forma financial statements, including the notes thereto, should be read in conjunction with the historical financial statements of Fund VI included in its Annual Report on Form 10-KSB for the year ended December 31, 2004 and the unaudited financial statements filed in Fund VI’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2005.

The unaudited pro forma financial information presented herein is for informational purposes only. It is not intended to represent or be indicative of the results of operations or financial position that would have been reported had the sale been completed as of the dates presented. The information is not representative of future results of operations or financial position.

PLM EQUIPMENT GROWTH FUND VI
(A Limited Partnership)

Pro Forma Condensed Balance Sheet

As of June 30, 2005

(in thousands of dollars)

(unaudited)


				Asset
Assets	As Reported			Disposition			Notes			Pro Forma

Equipment held for operating leases, at cost	$	42,436		$	(5,464	)		(a	)	$	36,972
Less accumulated depreciation		(30,167	)		510			(a	)		(29,657	)
Net equipment		12,269			(4,954	)					7,315

Cash and cash equivalents		4,943			5,030			(b	)		9,973
Restricted cash		954			--						954
Accounts receivable, net of allowance
for doubtful accounts		1,033			--						1,033
Equity investments in affiliated entities		14,969			4,348			(c	)		19,317
Other assets, net of accumulated amortization		624			--						624

Total assets	$	34,792		$	4,424					$	39,216

Liabilities and partners’ capital

Liabilities

Accounts payable and accrued expenses	$	86		$	--					$	86
Due to affiliates		1,071			--						1,071
Notes payable		8,000			--						8,000
Total liabilities		9,157			--						9,157

Commitments and contingencies

Partners' capital

Limited partners		25,635			4,424			(d	)		30,059
General Partner		- -			--						- -
Total partners' capital		25,635			4,424						30,059

Total liabilities and partners' capital	$	34,792		$	4,424					$	39,216

(a) This adjustment reflects the reduction in cost and accumulated depreciation of the owned railcars due to the sale.

(b) This adjustment reflects the net cash proceeds received after sale expenses from the sale of owned railcars.

(c) This adjustment reflects the increase in equity investments in affiliated entities due to the sale of railcars in PLM Rail Partners, LLC in which Fund VI has an equity investment.

(d) This adjustment reflects the net gain on disposal of owned railcars and from railcars in PLM Rail Partners, LLC.

PLM EQUIPMENT GROWTH FUND VI
(A Limited Partnership)

Pro Forma Condensed Statement of Income

For the Six Months Ended June 30, 2005

(in thousands of dollars except weighted-average limited partnership unit amounts)

(unaudited)


					Asset
Revenues

As Reported

Disposition (a)

Pro Forma

Lease revenue

2,243

(76

)

2,167

Lease revenue from litigation settlement

2,967

Interest and other income

138

(28

)

110

Gain on disposition of equipment

211

Total revenues

5,559

(104

)

5,455

Expenses

Depreciation and amortization

825

(140

)

685

Operations support

(53

)

Management fees to affiliate

228

)

222

Interest expense

285

General and administrative expenses to affiliates

(14

)

Other general and administrative expenses

687

(139

)

548

Recovery of bad debts

(426

)

(375

)

Total expenses

1,757

(301

)

1,456

Equity in net loss of equity investments

(633

)

265

(368

)

Net income

3,169

462

3,631

Partners’ share of net income

Limited partners

2,965

462

3,427

General Partner

~~By:/s/ Richard K Brock~~ 204

~~Richard K Brock~~--

~~Chief Financial Officer~~204

Total

3,169

462

3,631

Limited partners' net income per

weighted-average limited partnership unit

0.38

0.06

0.44

(a) To eliminate the revenues and expenses attributable to the sold assets.

PLM EQUIPMENT GROWTH FUND VI
(A Limited Partnership)

Pro Forma Condensed Statement of Income

For the Year Ended December 31, 2004

(in thousands of dollars except weighted-average limited partnership unit amounts)

(unaudited)


					Asset
Revenues

As Reported

Disposition (a)

Pro Forma

Lease revenue

6,205

(1,868

)

4,337

Interest and other income

185

(39

)

146

Gain on disposition of equipment

857

Total revenues

7,247

(1,907

)

5,340

Expenses

Depreciation and amortization

2,667

(1,048

)

1,619

Operations support

734

(526

)

208

Management fees to affiliate

281

(108

)

173

Interest expense

616

General and administrative expenses to affiliates

535

(200

)

335

Other general and administrative expenses

1,212

(494

)

718

Recovery of bad debts

(15

)

Total expenses

6,030

(2,361

)

3,669

Equity in net loss of equity investments

(638

)

466

(172

)

Net income

579

920

1,499

Partners’ share of net income

Limited partners

579

920

1,499

General Partner

Total

579

920

1,499

Limited partners' net income per

weighted-average limited partnership unit

0.07

0.12

0.19

(a) To eliminate the revenues and expenses attributable to the sold assets.

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 hereunto duly authorized.

PLM Equipment Growth Fund VI

By PLM Financial Services, Inc.

Its General Partner

By: /s/ Richard K Brock

Date: August 24, 2005

Richard K Brock

Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description

10.1	Asset Purchase Agreement dated as of August 4, 2005, by and among CIT Group Inc. and MILPI Holdings, LLC, Rail Investors I LLC, Rail Investors II LLC, Transportation Equipment-PLM, LLC, PLM Investment Management, Inc., PLM Transportation Equipment Corporation, PLM Equipment Growth Fund V, PLM Equipment Growth Fund VI, PLM Equipment Growth & Income Fund VII, Professional Lease Management Income Fund I, LLC, PLM Equipment Growth Fund Canada Limited, PLM Investment Fund LLC, PLM Rail Partners, LLC, PLM Rail V, LLC, and Acquisub, LLC

Filing Compare · PLM EQUIPMENT GROWTH FUND VI