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


May 12, 2004


Securities and Exchange Commission
Washington, DC  20549

Ladies and 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 "Partnership") the Partnership's Quarterly Report on Form 10-Q for the
First Quarter ended March 31, 2004.

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 10-Q



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


                  For the quarterly period ended March 31, 2004


                         Commission file number 0-22337


                    TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
                        A California Limited Partnership
             (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, CA                                    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 [ ]


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                                 Yes [ ] No [X]

<PAGE>
<TABLE>
<CAPTION>


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

Quarterly Report on Form 10-Q for the
Quarter Ended March 31, 2004

Table of Contents
-------------------------------------------------------------------------------------------------------------------



                                                                                                             Page
<S>                                                                                                            <C>

Part I   Financial Information

    Item 1.    Financial Statements (unaudited)

          Balance Sheets - March 31, 2004
          and December 31, 2003.............................................................................    3


          Statements of Earnings for the three months
          ended March 31, 2004 and 2003.....................................................................    4


          Statements of Partners' Capital for the three months
          ended March 31, 2004 and 2003.....................................................................    5


          Statements of Cash Flows for the three months
          ended March 31, 2004 and 2003.....................................................................    6


          Notes to Financial Statements.....................................................................    8


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


    Item 3.    Quantitative and Qualitative Disclosures about Market Risk...................................   21


    Item 4.    Controls and Procedures......................................................................   21


Part II  Other Information


    Item 6.    Exhibits and Reports on Form 8K..............................................................   22

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

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

Balance Sheets

March 31, 2004 and December 31, 2003
(Amounts in thousands)
(unaudited)
----------------------------------------------------------------------------------------------------------------

                                                                               2004                   2003
                                                                         ----------------       ----------------
<S>                                                                        <C>                   <C>
Assets
Container rental equipment, net of accumulated
   depreciation of $16,615 (2003:  $16,055) (note 4)                     $        19,409        $        20,069
Cash                                                                                 843                    732
Accounts receivable, net of allowance
   for doubtful accounts of $82 (2003:  $68)                                       1,018                  1,030
Due from affiliates, net (note 2)                                                    146                    124
Prepaid expenses                                                                       9                     15
                                                                         ----------------       ----------------

                                                                         $        21,425        $        21,970
                                                                         ================       ================
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                      $           161        $           128
   Accrued liabilities                                                               121                    184
   Accrued damage protection plan costs                                              153                    147
   Deferred quarterly distributions                                                   24                     23
   Deferred damage protection plan revenue                                           114                    114
   Deferred repair costs                                                              32                     24
   Container purchases payable                                                        72                    266
                                                                         ----------------       ----------------

          Total liabilities                                                          677                    886
                                                                         ----------------       ----------------

Partners' capital:
   General partners                                                                    -                      -
   Limited partners                                                               20,748                 21,084
                                                                         ----------------       ----------------

          Total partners' capital                                                 20,748                 21,084
                                                                         ----------------       ----------------


                                                                         $        21,425        $        21,970
                                                                         ================       ================


See accompanying notes to financial statements

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

Statements of Earnings

For the three months ended March 31, 2004 and 2003
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
-------------------------------------------------------------------------------------------------------


                                                                      2004                   2003
                                                               -----------------      -----------------
<S>                                                           <C>                    <C>
Rental income                                                  $          1,391       $          1,409
                                                               -----------------      -----------------
Costs and expenses:
    Direct container expenses                                               385                    354
    Bad debt expense (benefit)                                               15                     (8)
    Depreciation (note 4)                                                   609                    580
    Professional fees                                                         6                      2
    Management fees to affiliates (note 2)                                  119                    120
    General and administrative costs to affiliates (note 2)                  67                     68
    Other general and administrative costs                                    8                      8
    Loss (gain) on sale of containers, net                                    6                     (4)
                                                               -----------------      -----------------

                                                                          1,215                  1,120
                                                               -----------------      -----------------

    Income from operations                                                  176                    289
                                                               -----------------      -----------------

    Interest income                                                           1                      2
                                                               -----------------      -----------------

    Net earnings                                               $            177       $            291
                                                               =================      =================

Allocation of net earnings (note 2):
    General partners                                           $             51       $             51
    Limited partners                                                        126                    240
                                                               -----------------      -----------------

                                                               $            177       $            291
                                                               =================      =================

Limited partners' per unit share of
    net earnings                                               $           0.07       $           0.13
                                                               =================      =================

Limited partners' per unit share
    of distributions                                           $           0.25       $           0.25
                                                               =================      =================

Weighted average number of limited
    partnership units outstanding                                     1,848,397              1,848,397
                                                               =================      =================

See accompanying notes to financial statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

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

Statements of Partners' Capital

For the three months ended March 31, 2004 and 2003
(Amounts in thousands)
(unaudited)
------------------------------------------------------------------------------------------------------------------------------

                                                                                      Partners' Capital
                                                                --------------------------------------------------------------
                                                                    General                Limited                  Total
                                                                ---------------        ---------------         ---------------
<S>                                                            <C>                    <C>                     <C>
Balances at January 1, 2003                                     $            -         $       22,228          $       22,228

Distributions                                                              (51)                  (462)                   (513)

Net earnings                                                                51                    240                     291
                                                                ---------------        ---------------         ---------------

Balances at March 31, 2003                                      $            -         $       22,006          $       22,006
                                                                ===============        ===============         ===============

Balances at January 1, 2004                                     $            -         $       21,084          $       21,084

Distributions                                                              (51)                  (462)                   (513)

Net earnings                                                                51                    126                     177
                                                                ---------------        ---------------         ---------------

Balances at March 31, 2004                                      $            -         $       20,748          $       20,748
                                                                ===============        ===============         ===============
</TABLE>


See accompanying notes to financial statements


<PAGE>
<TABLE>
<CAPTION>

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

Statements of Cash Flows

For the three months ended March 31, 2004 and 2003
(Amounts in thousands)
(unaudited)
---------------------------------------------------------------------------------------------------------------

                                                                             2004                    2003
                                                                       ----------------        ----------------
<S>                                                                    <C>                    <C>
Cash flows from operating activities:
   Net earnings                                                        $           177         $           291
   Adjustments to reconcile net earnings to
       net cash provided by operating activities:
         Depreciation (note 4)                                                     609                     580
         Increase (decrease) in allowance for doubtful accounts                     14                     (11)
         Loss (gain) on sale of containers                                           6                      (4)
         (Increase) decrease in assets:
             Accounts receivable                                                     -                    (131)
             Due from affiliates, net                                              (25)                    (77)
             Prepaid expenses                                                        6                       4
         Increase (decrease) in liabilities:
             Accounts payable and accrued liabilities                              (30)                     12
             Deferred repair costs                                                   8                       1
             Accrued damage protection plan costs                                    6                       3
                                                                       ----------------        ----------------

             Net cash provided by operating activities                             771                     668
                                                                       ----------------        ----------------

Cash flows from investing activities:
   Proceeds from sale of containers                                                 52                      24
   Container purchases                                                            (200)                      -
                                                                       ----------------        ----------------

             Net cash (used in) provided by investing activities                  (148)                     24
                                                                       ----------------        ----------------

Cash flows from financing activities:
   Distributions to partners                                                      (512)                   (513)
                                                                       ----------------        ----------------

             Net cash used in financing activities                                (512)                   (513)
                                                                       ----------------        ----------------

Net increase in cash                                                               111                     179

Cash at beginning of period                                                        732                     506
                                                                       ----------------        ----------------

Cash at end of period                                                  $           843         $           685
                                                                       ================        ================


See accompanying notes to financial statements
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

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

Statements of Cash Flows--Continued

For the three months ended March 31, 2004 and 2003
(Amounts in thousands)
(unaudited)
--------------------------------------------------------------------------------

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of container purchases, distributions
to partners  and  proceeds  from sale of  containers  which had not been paid or
received by the Partnership as of March 31, 2004 and 2003, and December 31, 2003
and 2002,  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 periods ended March 31, 2004 and 2003.

                                                                   Mar. 31        Dec. 31        Mar. 31        Dec. 31
                                                                     2004           2003           2003           2002
                                                                 -----------    -----------    -----------    -----------
<S>                                                             <C>               <C>             <C>        <C>
Container purchases included in:
     Container purchases payable.......................               $72           $266           $234            $ -

Distributions to partners included in:
     Due to affiliates.................................                17             17             17             17
     Deferred quarterly distributions..................                24             23             23             23

Proceeds from sale of containers included in:
     Due from affiliates...............................                24             27             17              8

The following table summarizes the amounts of container purchases, distributions
to partners and proceeds from sale of containers recorded by the Partnership and
the amounts  paid or received as shown in the  Statements  of Cash Flows for the
three-month periods ended March 31, 2004 and 2003.

                                                                                                   2004           2003
                                                                                                   ----           ----

Container purchases recorded.......................................                                $  6           $234
Container purchases paid...........................................                                 200              -

Distributions to partners declared.................................                                 513            513
Distributions to partners paid.....................................                                 512            513

Proceeds from sale of containers recorded..........................                                  49             33
Proceeds from sale of containers received..........................                                  52             24

The Partnership may enter into direct finance leases,  resulting in the transfer
of  containers  from  container  rental  equipment to accounts  receivable.  The
carrying values of containers  transferred  during the three-month  period ended
March  31,  2004  was  $2.  There  were no  containers  transferred  during  the
three-month period ended March 31, 2003.


See accompanying notes to financial statements
</TABLE>

<PAGE>


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

Notes To Financial Statements

For the three months ended March 31, 2004 and 2003
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
--------------------------------------------------------------------------------

Note 1.   General

     Textainer  Equipment Income Fund VI, L.P. (the  Partnership),  a California
     limited  partnership  with a maximum life of 21 years,  was formed in 1995.
     The Partnership  owns a fleet of intermodal  marine cargo  containers which
     are leased to international shipping lines.

     The accompanying  interim  comparative  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, 2004 and December  31,  2003,  and the
     results of its operations,  changes in partners' capital and cash flows for
     the three-month periods ended March 31, 2004 and 2003, have been made.

     The financial  information  presented  herein should be read in conjunction
     with the audited financial statements and other accompanying notes included
     in the Partnership's  annual audited financial statements as of and for the
     year ended December 31, 2003, in the Annual Report filed on Form 10-K.

     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. The Partnership's  management  evaluates its estimates on
     an  on-going  basis,  including  those  related  to  the  container  rental
     equipment, accounts receivable and accruals.

     These  estimates  are based on historical  experience  and on various other
     assumptions that are believed to be reasonable under the circumstances, the
     results of which form the basis for making judgments regarding the carrying
     values of assets and  liabilities.  Actual  results could differ from those
     estimates under different assumptions or conditions.

     The following critical  accounting  policies are used in the preparation of
     its financial statements.

     The Partnership  maintains  allowances for doubtful  accounts for estimated
     losses  resulting  from  the  inability  of its  lessees  to make  required
     payments.  These allowances are based on management's current assessment of
     the financial  condition of the Partnership's  lessees and their ability to
     make their required payments.

     The Partnership depreciates its container rental equipment based on certain
     estimates  related  to the  container's  useful  life  and  salvage  value.
     Additionally the Partnership  writes down the value of its containers if an
     evaluation  indicates  that the  recorded  amounts  of  containers  are not
     recoverable  based on estimated  future  undiscounted  cash flows and sales
     prices.   These  estimates  are  based  upon  historical  useful  lives  of
     containers and container  sale prices as well as  assumptions  about future
     demand for leased containers and estimated sales prices.

     Certain  reclassifications,  not affecting net earnings,  have been made to
     prior year  amounts in order to  conform  to the 2004  financial  statement
     presentation.

Note 2.   Transactions with Affiliates

     Textainer Capital  Corporation (TCC) is the managing general partner of the
     Partnership.  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 also act in this
     capacity for other limited  partnerships.  The General  Partners manage and
     control the affairs of the Partnership.

     In accordance with the Partnership  Agreement,  sections 3.08 through 3.12,
     net earnings or losses and  distributions  are generally  allocated 9.5% to
     the General Partners and 90.5% to the Limited  Partners.  If the allocation
     of  distributions  exceeds the  allocation  of net  earnings  and creates a
     deficit in a General Partner's capital account,  the Partnership  Agreement
     provides  for a special  allocation  of gross income equal to the amount of
     the deficit to be made to the General Partners.

     As part of the operation of the  Partnership,  the Partnership is to pay to
     the General Partners an equipment  management fee, an incentive  management
     fee and an equipment  liquidation  fee. These fees are for various services
     provided  in  connection  with the  administration  and  management  of the
     Partnership.  The  Partnership  incurred $21 of incentive  management  fees
     during both the  three-month  periods  ended  March 31,  2004 and 2003.  No
     equipment liquidation fees were incurred during these periods.

     The  Partnership's  containers  are managed by TEM. In its role as manager,
     TEM has authority to acquire,  hold, manage, lease, sell and dispose of the
     Partnership's  containers.  TEM holds,  for the payment of direct operating
     expenses,   a  reserve  of  cash  that  has  been  collected  from  leasing
     operations; such cash is included in the amount due from affiliates, net at
     March 31, 2004 and December 31, 2003.

     Subject to certain reductions,  TEM receives a monthly equipment management
     fee equal to 7% of gross revenues  attributable to operating  leases and 2%
     of gross lease revenues  attributable to full payout net leases. These fees
     totaled $98 and $99 for the  three-month  periods  ended March 31, 2004 and
     2003, respectively.

     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   incurred   and  paid  by  TCC  and  TEM.   General  and
     administrative  costs allocated to the  Partnership  during the three-month
     periods ended March 31, 2004 and 2003 were as follows:

                                                       2004         2003
                                                       ----         ----

               Salaries                                 $43          $37
               Other                                     24           31
                                                         --           --
                 Total general and
                    administrative costs                $67          $68
                                                         ==           ==

     TEM allocates these general and administrative  costs based on the ratio of
     the Partnership's interest in the managed containers to the total container
     fleet managed by TEM during the period.  TCC  allocates  these costs either
     based on the ratio of the  Partnership's  investors  to the total number of
     investors of all limited  partnerships  managed by TCC or equally among all
     the limited partnerships managed by TCC. The General Partners allocated the
     following general and  administrative  costs to the Partnership  during the
     three-month periods ended March 31, 2004 and 2003:

                                                       2004         2003
                                                       ----         ----

               TEM                                      $56          $59
               TCC                                       11            9
                                                         --           --
                 Total general and
                    administrative costs                $67          $68
                                                         ==           ==

     The  General  Partners  may acquire  containers  in their own name and hold
     title on a temporary basis for the purpose of facilitating  the acquisition
     of such containers for the  Partnership.  The containers 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. One or more General Partners
     may also arrange for the purchase of containers in its or their names,  and
     the  Partnership may then take title to the containers by paying the seller
     directly.

     At March 31,  2004 and  December  31,  2003,  due from  affiliates,  net is
     comprised of:

                                                          2004        2003
                                                          ----        ----
           Due from affiliates:
                    Due from TEM...................       $195        $149
                                                           ---         ---

           Due to affiliates:
                    Due to TCC.....................         32           8
                    Due to TL......................         17          17
                                                           ---         ---
                                                            49          25
                                                           ---         ---

               Due from affiliates, net                   $146        $124
                                                           ===         ===

     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 remittance of expenses,
     fees and distributions described above and in the accrual and remittance of
     net rental revenues and container sales proceeds from TEM.
<PAGE>

Note 3.  Lease Rental Income

     Leasing income arises principally from the renting of containers to various
     international  shipping lines. Revenue is recorded when earned according to
     the terms of the container rental contracts.  These contracts are typically
     for  terms of five  years or less.  The  following  is the lease mix of the
     on-lease containers (in units) at March 31, 2004 and 2003:

                                                         2004         2003
                                                         ----         ----

              On-lease under master leases              5,473        5,805
              On-lease under long-term leases           5,334        4,155
                                                       ------        -----

                  Total on-lease containers            10,807        9,960
                                                       ======        =====

     Under  master  lease  agreements,  the lessee is not  committed  to lease a
     minimum number of containers from the Partnership during the lease term and
     may generally  return any portion or all the containers to the  Partnership
     at any time, subject to certain restrictions in the lease agreement.  Under
     long-term  lease  agreements,   containers  are  usually  leased  from  the
     Partnership  for periods of between  three to five  years.  Such leases are
     generally cancelable with a penalty at the end of each twelve-month period.
     Under direct  finance  leases,  the  containers are usually leased from the
     Partnership  for  the  remainder  of the  container's  useful  life  with a
     purchase option at the end of the lease term.

     The remaining  containers are off-lease and are being stored primarily at a
     large number of storage depots.

Note 4.  Container Rental Equipment

     The  Partnership  evaluated the  recoverability  of the recorded  amount of
     container  rental  equipment for containers to be held for continued use as
     well as for  containers  identified  for  sale in the  ordinary  course  of
     business.  Based  on  this  evaluation,  the  Partnership  determined  that
     reductions  to the  carrying  value of these  containers  were not required
     during the three-month periods ended March 31, 2004 and 2003.


<PAGE>

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

(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, 2004 and 2003. Please refer to the Financial Statements and Notes thereto in
connection with the following discussion.

Textainer  Capital  Corporation  (TCC) is the  Managing  General  Partner of the
Partnership.  Textainer Equipment Management Limited (TEM) and Textainer Limited
(TL) are Associate  General  Partners of the  Partnership.  The General Partners
manage and control the affairs of the Partnership.

Introduction

The  Partnership is a finite-life  entity whose  principal  business is to own a
fleet of  containers  for  lease to the  international  shipping  industry.  The
Partnership's revenues come primarily from the rental income generated by leased
containers  and, to a smaller  extent,  from services  related to rental income,
such as  handling  charges  paid by lessees.  The  Partnership's  revenues  are,
therefore,  dependent  on  demand  for  leased  containers.  Demand  for  leased
containers drives not only the percentage of the  Partnership's  containers that
are on lease (utilization),  but also, to a certain extent, the rental rates the
Partnership  can charge  under its  leases.  When demand  declines,  utilization
falls,  and the  Partnership has fewer  containers on lease,  often earning less
revenue,  and more containers  off-lease  incurring storage expense. In times of
reduced demand, then, the Partnership has higher expenses and may have to reduce
revenues further by offering  lessees  incentives such as free rental periods or
credits.  Conversely,  in times of increased  demand,  rental revenues  increase
because the  Partnership  has more  containers on lease,  rental rates sometimes
rise,  and expenses will drop because the  Partnership  no longer incurs as many
charges to store or reposition off-lease containers. The General Partners try at
all times to take advantage of the opportunities  created by different levels of
demand for leased containers,  either by changing services, lease terms or lease
rates offered to customers or by concentrating on different geographic markets.

Demand for containers is driven by many factors, including the overall volume of
worldwide  shipping,  the  number  of  containers  manufactured,  the  number of
containers  available  for lease in specific  locations  and the capacity of the
worldwide shipping industry to transport containers on its existing ships. Since
many of the  Partnership's  customers are shipping lines that also own their own
containers, the price and availability of new containers directly affects demand
for leased  containers.  If  shipping  lines have the cash or  financing  to buy
containers and find that alternative  attractive,  demand for leased  containers
will fall.  Current  demand and related  market  conditions  for  containers are
discussed  below under  "Results of Operations:  Current  Market  Conditions for
Leased  Containers."  Competition  for shipping lines' business has increased in
recent years due to  operational  consolidations  among  shipping  lines and the
entry of new leasing  companies that compete with entities like the Partnership.
This  competition  has generally  driven down rental rates and allowed  shipping
lines to obtain other favorable lease terms.

The  Partnership  also  recognizes  gains  and  losses  from  the  sale  of  its
containers.  Containers  are  generally  sold either at the end of their  useful
life, or when an economic analysis indicates that it would be more profitable to
sell a  container  rather  than to  continue to own it. An example of the latter
would be when  re-leasing  a container  might be  relatively  expensive,  either
because of  expenses  required  to repair the  container  or to  reposition  the
container to a location where the container could be readily leased.

The Partnership's  containers are primarily sold to wholesalers who subsequently
sell to buyers such as mini-storage operators,  construction companies,  farmers
and other non-marine users.  Additionally,  if a container is lost or completely
damaged by a lessee,  the Partnership  receives proceeds from the lessee for the
value of the container.  The Partnership  counts these transactions as sales, as
well as the more traditional sales to wholesalers.  Generally,  since 1998, used
container prices have declined, causing the Partnership to realize less from the
sale of its used containers.  Used container sales prices stabilized in 2002 and
2003 and sales prices for certain types of containers have increased slightly in
the first part of 2004.

The  Partnership's  operations  and  financial  results are also affected by the
price of new  containers.  The price for new  containers  fell from 1995 through
2003.  This decrease  significantly  depressed  rental rates.  This decrease has
worked to the  Partnership's  advantage  though,  when,  from time to time,  the
Partnership has bought new containers.  New containers are bought primarily with
a portion of the proceeds  received from the sale of containers and a portion of
cash provided by operations.  In the discussion  below, this process is referred
to as reinvestment in containers.

Generally,  reinvestment  in  containers  replaces  some,  but not  all,  of the
containers  sold by the  Partnership.  Therefore,  over time, the  Partnership's
container fleet shrinks,  and rental revenues decrease,  because there are fewer
containers available for lease.

During  2004 the  price  of new  containers  has  increased  significantly.  The
increase in new  container  prices and its effect on demand is  discussed  below
under "Results of Operations: Current Market Conditions for Leased Containers."

The  Partnership's  business plan calls for it to stop  reinvesting at some time
during or after the tenth full year of operations,  measured from the end of the
securities  offering  period.  This plan is  subject  to the  General  Partners'
discretion  to alter the time frame  depending  on market  conditions.  When the
Partnership   ceases  to  reinvest,   the  Partnership  will  have  entered  its
liquidation  phase,  and from that time forward,  will  distribute a substantial
portion of proceeds from the sale of containers to investors.


Liquidity and Capital Resources

Historical

From May 10,  1996  until  April  30,  1997,  the  Partnership  offered  limited
partnership  interests  to the  public.  The  Partnership  received  its minimum
subscription amount of $1.1 on June 17, 1996, and raised a total of $36,968 from
the offering.

Sources of Cash

Rental income and proceeds from container sales are the Partnership's  principal
sources  of  liquidity,   and  the  source  of  funds  for   distributions   and
reinvestment.  Rental income and  container  sales prices are affected by market
conditions for leased and used containers. Cash provided from these sources will
fluctuate based on demand for leased and used containers.  Demand for leased and
used  containers  is  discussed  more fully in  "Results  of  Operations."  Cash
provided  by  operating  activities  is  affected  by rental  income,  operating
expenses and the timing of both payments received from lessees and payments made
by the Partnership for operating expenses.  Additionally,  a continued stream of
rental  income is  dependent  partly on the  Partnership's  ability to  re-lease
containers as they come off lease.  See the  discussion of  "Utilization"  below
under "Results of Operations." Cash provided by proceeds from container sales, a
component  of cash from  investing  activities,  is  affected  by the  number of
containers sold, the sale price received on these containers,  and the timing of
payments received for these sales.  Previously reported cash from operations and
sales  proceeds  is not  indicative  of future  cash flows as these  amounts can
fluctuate significantly based on demand for new and used containers,  fleet size
and timing of the payments made and  received.  Fluctuations  in rental  income,
operating expenses, and sale prices for used containers are discussed more fully
in "Results of Operations."

Operating and investing activities are discussed in detail below.

Cash from Operations

Net cash  provided by operating  activities  for the  three-month  periods ended
March 31, 2004 and 2003, was $771 and $668, respectively.  The increase of $103,
or 15%, was primarily due to  fluctuations  in accounts  receivable and due from
affiliates,  net and were  partially,  offset by the  decline  in net  earnings,
adjusted for non-cash transactions. Gross accounts receivable were comparable at
December 31, 2003 and March 31, 2004. The increase in gross accounts  receivable
of $131  during the same  period in 2003 was  primarily  due to the  increase in
rental income.  Fluctuations in due from affiliates,  net,  resulted from timing
differences in the payment of expenses and fees and the remittance of net rental
revenues,  as well as fluctuations in these amounts. Net earnings,  adjusted for
non-cash  transactions,  decreased  primarily  due  to  an  increase  in  direct
container  expenses and a decrease in rental income.  Direct container  expenses
and rental income are discussed more fully below under "Results of Operations."

Cash from Sale of Containers

Current Uses: For the  three-month  periods ended March 31, 2004 and 2003,  cash
provided  by  investing  activities  (the sale of  containers)  was $52 and $24,
respectively.  The increase was due to the  Partnership  selling more containers
during the  three-month  period  ended March 31, 2004 than in the same period in
2003. The increase was partially  offset by a lower average sales price received
on container  sales.  The Partnership  decides to sell a container when it comes
off-lease,  and an  analysis  indicates  that  the  container  should  be  sold.
Fluctuations  between  periods in the number of containers sold and in the sales
price  reflect  the  age and  condition  of  containers  coming  off-lease,  the
geographic  market  in which  they come  off-lease,  and  other  related  market
conditions. Fluctuations in sales price between the periods can also be affected
by the number of containers bought by lessees, who reimburse the Partnership for
any  containers  that  are  lost or  completely  damaged  beyond  repair.  These
reimbursement  amounts are frequently  higher than the average sales price for a
container  sold in the open  market  when it comes  off-lease.  See  "Effect  of
Container Sales on Future Cash Flows and Container Fleet" below.

Effect of Market  Conditions:  Market  conditions  can affect the  Partnership's
decision to sell an off-lease container. If demand for leased containers is low,
the Partnership is more likely to sell a container rather than incur the cost to
reposition  the container to a location  where it can be released.  If demand is
strong, the Partnership is less likely to identify the container as for sale, as
it is anticipated  that the container can be released in its current location or
repositioned to another location where demand is high. The strong utilization in
the first quarter of 2004 and recent  increases in demand have resulted in fewer
containers  being identified for sale. Some of the market  conditions  affecting
the sale of  containers  are  discussed  below  under  "Comparative  Results  of
Operations." In general, the decline in the number of containers  identified for
sale has caused the average sales price of used containers to increase  slightly
in the first quarter of 2004 with respect to the sale of off-lease containers in
certain geographic markets.

Effect of Container  Sales on Future Cash Flows and Container  Fleet: To date, a
significant  amount of the containers  sold have been  containers that have been
lost or  completely  damaged  by  lessees.  The sales  price  received  on these
containers is based on the container's book value. These sales prices are higher
than the sales prices received for off-lease containers. The number of off-lease
containers sold has been limited  because of the young age of the  Partnership's
fleet.  As the fleet ages,  the  Partnership  expects  the  average  sales price
received for its containers to decrease,  as the number of off-lease  containers
sold increases.  In addition, to the extent off-lease containers are sold in low
demand  locations,  these sales may further depress the average sales price. See
"Sale of Containers in Low Demand Locations" below. The decline in average sales
price will leave smaller amounts available for  reinvestment,  which will be one
of the factors reducing the Partnership's fleet size in the future.

Uses of Cash

Cash from operations is primarily used to pay  distributions  to partners.  Cash
from operations may also be used to purchase containers. The amount of cash from
operations  available to reinvest in  additional  containers is dependent on (i)
operating  results and timing of payments made and received;  (ii) the amount of
distributions  paid to  partners  and (iii)  working  capital.  The  amounts  of
distributions and working capital are subject to the General Partners' authority
to set these amounts as provided in the Partnership Agreement.

Another source of funds for the purchase of new containers (or  reinvestment) is
the  proceeds  from the sale of the  Partnership's  containers.  The  number  of
containers  sold and the average sales price affect how much the Partnership can
reinvest in new containers using these proceeds.

The  Partnership  is also  authorized  to redeem  units from  limited  partners,
subject to the Managing General  Partner's  discretion.  Redemptions  would most
likely  be paid out of cash  from  operations,  although  since  inception,  the
Partnership has not redeemed any units.

These activities are discussed in detail below.

Distributions: Limited partners are currently receiving monthly distributions in
an  annualized  amount  equal to 5% of their  original  investment.  During  the
three-month  period  ended  March  31,  2004,  the  Partnership   declared  cash
distributions  to limited  partners  pertaining to the period from December 2003
through February 2004 in the amount of $462, which  represented  $0.25 per unit.
On a cash basis,  as reflected  on the  Statements  of Cash Flows,  after paying
general partner distributions, all of these distributions were from current year
operating  activities.  On an accrual  basis,  as reflected on the Statements of
Partners' Capital,  $126 of these  distributions were from current year earnings
and $336 was a return of capital.

Capital Commitments:  Container purchases

For the  three-month  period  ended March 31,  2004,  net cash used in investing
activities  (the  purchase of  containers)  was $200.  There was no cash used in
investing activities for the comparable period in 2003. Although the Partnership
purchased more  containers  during the  three-month  period ended March 31, 2003
compared to the same period in 2004,  it had not yet paid for the  containers as
of March 31, 2003.  Fluctuations between the periods in the number of containers
purchased reflect (i) the amount of cash available to purchase containers;  (ii)
demand for leasing new  containers;  (iii) the type of container  purchased  and
(iv) the purchase price of the container.

At March 31, 2004, the Partnership had no commitments to purchase containers.

The  Partnership  invests  working  capital  and cash flow from  operations  and
investing  activities  prior to its  distribution to the partners in short-term,
liquid investments.

Results of Operations

The  Partnership's  income from operations,  which consists  primarily of rental
income  less  costs  and  expenses  (including  container  depreciation,  direct
container  expenses,   management  fees,  and  reimbursement  of  administrative
expenses) is primarily  affected by the size of its container  fleet, the number
of containers it has on lease  (utilization) and the rental rates received under
its leases. The current status of each of these factors is discussed below.

Size of Container Fleet

The following is a summary of the container fleet (in units) available for lease
during the three-month periods ended March 31, 2004 and 2003:

                                                               2004        2003
                                                               ----        ----

                 Beginning container fleet...............     12,282      11,713
                 Ending container fleet..................     12,240      11,825
                 Average container fleet.................     12,261      11,769

The average container fleet increased 4% from the three-month period ended March
31, 2003 to the same period in 2004.
<PAGE>

Utilization

Rental  income and direct  container  expenses are also  affected by the average
utilization of the container fleet,  which was 85% and 83% on average during the
three-month periods ended March 31, 2004 and 2003,  respectively.  The remaining
container fleet is off-lease and is being stored  primarily at a large number of
storage  depots.  At March  31,  2004  and  2003,  utilization  was 88% and 84%,
respectively, and the Partnership's off-lease containers (in units) were located
in the following locations:

                                                    2004           2003
                                                    ----           ----

         Americas                                    470            843
         Europe                                      276            496
         Asia                                        641            458
         Other                                        46             68
                                                   -----          -----
         Total off-lease containers                1,433          1,865
                                                   =====          =====


Rental Rates

In addition to  utilization,  rental  income is affected by daily rental  rates.
Daily rental rates are different under  different  lease types.  The two primary
lease  types for the  Partnership's  containers  are long term leases and master
leases. The average daily rental rate for the Partnership's containers decreased
4% from the three-month  period ended March 31, 2003 compared to the same period
in 2004,  primarily due to the decline in long term lease rates.  Average rental
rates under master leases between the periods increased  slightly.  The majority
of the Partnership's  rental income was generated from master leases, but in the
past several years an increasing percentage of the Partnership's containers have
been on lease under long term leases.  At March 31, 2004 and 2003,  49% and 42%,
respectively,  of the Partnership's on-lease containers were on lease under long
term  leases.  Long term leases  generally  have lower  rental rates than master
leases  because the lessees have  contracted to lease the containers for several
years and cannot return the containers  prior to the termination  date without a
penalty.  Fluctuations in rental rates under either type of lease generally will
affect the Partnership's operating results.

Comparative Results of Operations

The  following is a comparative  analysis of the results of  operations  for the
three-month periods ended March 31, 2004 and 2003:


                                                    2004            2003
                                                    ----            ----

        Income  from operations                   $  176          $  289
        Rental income                             $1,391          $1,409
        Percent change from previous year in
           Utilization                               2%             41%
           Average container fleet size              4%              1%
           Average rental rates                     (4%)           (13%)

The  Partnership's  rental  income  decreased  $18, or 1%, from the  three-month
period ended March 31, 2003 to the  comparable  period in 2004. The decrease was
attributable  to a decrease in other rental  income,  which is discussed  below.
Income from container rentals,  the major component of total revenue,  increased
$22, or 2%, from the three-month  period ended March 31, 2003 to the same period
in 2004  primarily due to the  increases in average fleet size and  utilization,
offset by a decline in average rental rates as detailed in the above table.

Current Market Conditions for Leased Containers: Utilization was stable for most
of 2003 and demand remained  strong during the first quarter of 2004.  Beginning
in  2004,  a  worldwide  steel  shortage  caused  significant  increases  in new
container  prices and limited the number of new  containers  being  built.  As a
result,  demand for leased  containers  increased further beginning in March and
has  remained  strong  through the  beginning of May.  Additionally,  the recent
increases in new container  prices have caused lease rates to stabilize and even
increase  for  new  long  term  leases.  The  General  Partners  are  cautiously
optimistic  that current  utilization  levels can be maintained  during the next
several months.  However,  the General Partners  caution that market  conditions
could deteriorate again due to global economic and political conditions.  Demand
for leased  containers  could therefore  weaken again and result in decreases in
utilization,  lease rates and  container  sale prices,  adversely  affecting the
Partnership's operating results.

Sale of  Containers in Lower Demand  Locations:  Despite the increase in demand,
areas of lower  demand for  containers  still  exist due to a  continuing  trade
imbalance  between  Asia and the  Americas  and Europe.  However,  the number of
off-lease  containers in these low demand  locations has  decreased,  as lessees
have returned  fewer  containers  to these lower demand  locations and have also
leased  containers  from  some of  these  locations.  In  recent  years,  market
conditions in these low demand  locations have driven a small number of sales of
off-lease  containers.  These sales resulted from the high cost of repositioning
containers from these areas.  Before  incurring high  repositioning  costs,  the
Partnership  generally  weighs those costs  against the expected  future  rental
stream from a container.  If the repositioning  costs are too high when compared
to the anticipated future rental revenues,  the container will be identified for
sale,  rather than  repositioned.  Older  containers,  in particular,  have been
identified as for sale in low demand  locations  because their  expected  future
rental  stream is  reduced by their  shorter  remaining  marine  life and by the
shipping lines' preference for newer containers. Since older containers were the
most likely containers to be sold in low demand locations,  the relatively young
age of the  Partnership's  fleet limited the number of sales in these areas. The
aging of the  Partnership's  fleet  may mean,  however,  that  limited  sales of
off-lease containers will continue in low demand locations, despite the improved
conditions in these areas. The number of the Partnership's  off-lease containers
in the Americas and Europe, where most of these lower demand locations occur, is
detailed above in "Utilization."

Other Income and Expenses

The following is a discussion  of other income  earned and expenses  incurred by
the Partnership:

Other Rental Income

Other rental income consists of other lease-related items, primarily income from
charges to lessees for dropping off containers in surplus locations less credits
granted to lessees for  leasing  containers  from  surplus  locations  (location
income),  income  from  charges to lessees for  handling  related to leasing and
returning  containers (handling income) and income from charges to lessees for a
Damage Protection Plan (DPP).

For the three-month period ended March 31, 2004, other rental income was $225, a
decrease of $40 from the equivalent period in 2003. The decrease in other rental
income was primarily due to the decrease in location income of $59, offset by an
increase in DPP income of $22.

Direct Container Expenses

Direct  container  expenses  increased $31, or 9%, from the  three-month  period
ended  March  31,  2003 to the  equivalent  period  in 2004.  The  increase  was
primarily due to increases in DPP,  insurance  and storage  expenses of $13, $12
and $8, respectively, offset by a decrease in repositioning expense of $15.

The increase in DPP expense was  primarily  due to the increase in the number of
containers  covered  under DPP. The  increase in insurance  expense was due to a
premium credit received and recorded  during the three-month  period ended March
31, 2003.  Storage  expense  increased due to an increase in the average storage
cost  per  container,   offset  by  an  increase  in  utilization  noted  above.
Repositioning  expense decreased due to a decrease in the average  repositioning
costs, partially offset by an increase in the number of containers  repositioned
between the periods.

Bad Debt Expense or Benefit

Bad debt expense  (benefit) was $15 and ($8) for the  three-month  periods ended
March  31,  2004  and  2003,  respectively.  Fluctuations  in bad  debt  expense
(benefit) reflect the adjustments to the bad debt reserve, after deductions have
been taken  against the  reserve,  and are based on  management's  then  current
estimates of the portion of accounts  receivable that may not be collected,  and
which will not be covered by insurance.  These  estimates are based primarily on
management's  current assessment of the financial condition of the Partnership's
lessees  and their  ability  to make  their  required  payments.  See  "Critical
Accounting  Policies  and  Estimates"  below.  The expense  recorded  during the
three-month  period  ended March 31, 2004  reflects a higher  reserve  estimate,
after deductions had been taken against the reserve, from December 31, 2003. The
benefit  recorded during the three-month  period ended March 31, 2003 reflects a
lower reserve  estimate,  after  deductions  had been taken against the reserve,
from December 31, 2002.

Depreciation Expense

The increase in depreciation  expense of $29, or 5%, from the three-month period
ended  March  31,  2003 to the  same  period  in 2004 was  primarily  due to the
increase in average  fleet size  between the periods.  For a  discussion  of the
Partnership's   depreciation  policy,  see  "Critical  Accounting  Policies  and
Estimates: Container Depreciation Estimates."

Gain and Loss on Sale of Containers

Gain (loss) on the sale of containers  for the  three-month  periods ended March
31,  2004  and  2003 was ($6) and $4,  respectively.  The  average  sales  price
received for container  sales declined from the  three-month  period ended March
31, 2003 to the same period in 2004.  As discussed  above under  "Liquidity  and
Capital  Resources,"  the  Partnership  does expect the average  sales price for
containers sold to decline in the future, due to (i) the sale of a higher number
of off-lease containers,  as opposed to on-lease containers for which the lessee
has reimbursed the Partnership; and (ii) the continued sale of containers in low
demand  locations.  Both of  these  factors  are  related  to the  aging  of the
Partnership's  fleet. In general,  though,  after declining for the past several
years,  container  sales prices appear to have  stabilized,  and have  increased
slightly in 2004 with  respect to the sale of  off-lease  containers  in certain
geographic markets.

As noted above,  the price for new containers  decreased from 1995 through 2003.
As a result,  for containers  purchased  during these years, the Partnership may
incur  write-downs  on  containers  and/or  may  incur  losses  on the  sale  of
containers  when containers are identified for sale or if container sales prices
decline.  To date, the  Partnership  has not written down any of its containers,
but other Partnerships managed by the General Partners have recorded write-downs
and losses on  certain  older  containers.  Many of these  containers  have been
located in low demand locations. There have been no such write-downs recorded by
the Partnership, and recorded losses have been minor, primarily due to the young
age of the Partnership's  container fleet. However, as the container fleet ages,
the  Partnership  may incur greater losses and/or  write-downs,  particularly if
existing  market  conditions  continue  to  create  low  demand  locations.  See
"Critical Accounting Policies and Estimates" below.

Management Fees and General and Administrative Costs

Management fees to affiliates  consist of equipment  management  fees, which are
primarily based on rental income, and incentive management fees, which are based
on the Partnership's  limited and general partner  distributions  made from cash
from operations and partners' capital.  The following details these fees for the
three-month periods ended March 31, 2004 and 2003:

                                                     2004           2003
                                                     ----           ----

        Equipment management fees                    $ 98           $ 99
        Incentive management fees                      21             21
                                                      ---            ---
          Management fees to affiliates              $119           $120
                                                      ===            ===

Equipment  management fees fluctuated based on the fluctuations in rental income
and were  approximately  7% of rental  income for both the  three-month  periods
ended March 31, 2004 and 2003. Incentive management fees were comparable between
the periods,  as the amount of distributions  paid from cash from operations was
comparable.

General and  administrative  costs to affiliates were also comparable at $67 and
$68 for the three-month periods ended March 31, 2004 and 2003, respectively.

Other  general  and  administrative  costs were $8 during  both the  three-month
periods ended March 31, 2004 and 2003.

Contractual Obligations

The  Partnership  Agreement  provides  for the  ongoing  payment to the  General
Partners of the management fees and the reimbursement of the expenses  discussed
above.  Since these fees and expenses are  established  by the  Agreement,  they
cannot be considered the result of arms' length negotiations with third parties.
The Partnership Agreement was formulated at the Partnership's  inception and was
part of the terms  upon which the  Partnership  solicited  investments  from its
limited partners. The business purpose of paying the General Partners these fees
is to  compensate  the  General  Partners  for the  services  they render to the
Partnership.  Reimbursement  for  expenses  is made to offset  some of the costs
incurred by the General  Partners in managing the  Partnership and its container
fleet.

The Partnership Agreement requires the Partnership to continue to pay these fees
and expenses to the General  Partners and to reimburse the General  Partners for
expenses  incurred by them and other service  providers.  For the amount of fees
and  reimbursements  made to the General  Partners for the  three-month  periods
ended March 31, 2004 and 2003, see Note 2 to the Financial Statements in Item 1.
For the amount of fees and reimbursements  made to other service providers,  see
Other general and administrative  expenses in the Statements of Earnings in Item
1.

Net Earnings per Limited Partnership Unit

                                                        2004         2003
                                                        ----         ----
        Net earnings per limited
          partnership unit                             $0.07        $0.13
        Net earnings allocated
          to limited partners                          $ 126        $ 240

Net earnings per limited  partnership  unit fluctuates  based on fluctuations in
net earnings  allocated to limited partners as detailed above. The allocation of
net earnings for the three-month  periods ended March 31, 2004 and 2003 included
a special  allocation  of gross income to the General  Partners of $34, and $23,
respectively, in accordance with the Partnership Agreement.


Critical Accounting Policies and Estimates

Certain estimates and assumptions were made by the Partnership's management that
affect  its  financial  statements.  These  estimates  are  based on  historical
experience and on assumptions believed to be reasonable under the circumstances.
These  estimates and assumptions  form the basis for making  judgments about the
carrying value of assets and liabilities. Actual results could differ.

The Partnership's management believes the following critical accounting policies
affect its more  significant  judgments and estimates used in the preparation of
its financial statements.

Allowance for Doubtful Accounts: The allowance for doubtful accounts is based on
management's  current assessment of the financial condition of the Partnership's
lessees and their  ability to make their  required  payments.  If the  financial
condition  of the  Partnership's  lessees were to  deteriorate,  resulting in an
impairment  of their  ability to make  payments,  additional  allowances  may be
required, which would adversely affect the Partnership's operating results.

The General Partners have established a Credit Committee, which actively manages
and monitors the collection of  receivables  on at least a monthly  basis.  This
committee  establishes  credit limits for every lessee and  potential  lessee of
equipment,   monitors   compliance  with  these  limits,   monitors   collection
activities,  follows up on the  collection of outstanding  accounts,  determines
which  accounts  should be  written-off  and estimates  allowances  for doubtful
accounts.  As a result of  actively  managing  these  areas,  the  Partnership's
allowance for bad debt as a percentage of accounts receivable has ranged from 5%
to 8% and has averaged  approximately 6% over the last 5 years. These allowances
have historically covered all of the Partnership's bad debts.

Container  Depreciation  Estimates:  The  Partnership  depreciates its container
rental equipment based on certain  estimates  related to the container's  useful
life and salvage value. The Partnership  estimates a container's  useful life to
be 12 years,  an estimate which it has used since the  Partnership's  inception.
Prior to July 1, 2002, the Partnership  estimated  salvage value as a percentage
of equipment cost.  Effective July 1, 2002, the Partnership revised its estimate
for container  salvage value to an estimated  dollar residual value,  reflecting
current expectations of ultimate residual values.

The  Partnership  will  evaluate the  estimated  residual  values and  remaining
estimated  useful  lives on an on-going  basis and will revise its  estimates as
needed.  The  Partnership  will revise its estimate of residual  values if it is
determined that these estimates are no longer  reasonable  based on recent sales
prices and revised  assumptions  regarding future sales prices.  The Partnership
will revise its estimate of container  useful life if it is determined  that the
current  estimates  are  no  longer  reasonable  based  on  the  average  age of
containers  sold and revised  assumptions  regarding  future  demand for leasing
older containers.

As a  result,  depreciation  expense  could  fluctuate  significantly  in future
periods as a result of any  revisions  made to these  estimates.  A decrease  in
estimated   residual  values  or  useful  lives  of  containers  would  increase
depreciation expense,  adversely affecting the Partnership's  operating results.
Conversely, any increase in these estimates would result in a lower depreciation
expense,  resulting in an improvement in operating results.  These changes would
not affect cash generated from operations, as depreciation is a non-cash item.

Container  Impairment  Estimates:  Write-downs of containers are made when it is
determined  that the recorded  value of the containers  exceeds their  estimated
fair value. Containers held for continued use and containers identified for sale
in the ordinary  course of business are considered to have  different  estimated
fair values.

In  determining  estimated  fair value for a container  held for continued  use,
management must estimate the future  undiscounted  cash flows for the container.
Estimates  of future  undiscounted  cash flows  require  estimates  about future
rental  revenues to be  generated  by the  container,  future  demand for leased
containers,  and the length of time for which the  container  will  continue  to
generate  revenue.  To date,  management  has not found the  estimates of future
undiscounted  cash flows to be less than the recorded value of the Partnership's
containers.  Therefore,  the  Partnership  has not recorded any  write-downs  of
containers  to be  held  for  continued  use.  Estimates  regarding  the  future
undiscounted  cash flows for these containers  could prove to be inaccurate.  If
these containers are sold prior to the end of their useful lives and before they
are written down, as a result of being  identified as for sale, the  Partnership
may incur losses on the sale of these containers.

In  determining  estimated  fair value for a container  identified for sale, the
current estimated sales price for the container, less estimated cost to sell, is
compared to its recorded  value.  To date, the  Partnership has not recorded any
write-downs  of containers  identified  for sale.  See "Gain and Loss on Sale of
Containers" above.

The Partnership will continue to monitor the  recoverability  of its containers.
If actual market  conditions for leased containers are less favorable than those
projected,  if  actual  sales  prices  are lower  than  those  estimated  by the
Partnership,  or if the estimated useful lives of the  Partnership's  containers
are shortened,  write-downs may be required  and/or losses may be incurred.  Any
write-downs  or  losses  would  adversely  affect  the  Partnership's  operating
results.

Risk Factors and Forward Looking Statements

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  containers.  The  Partnership's  business risk in its foreign
operations lies with the  creditworthiness of the lessees, and the Partnership's
ability to keep its containers under lease,  rather than the geographic location
of the  containers or the domicile of the lessees.  The containers are generally
operated on the international high seas rather than on domestic  waterways.  The
containers are subject to the risk of war or other political, economic or social
occurrence  where  the  containers  are used,  which  may  result in the loss of
containers,  which,  in turn,  may have a material  impact on the  Partnership's
results of operations and financial condition.

Other risks of the Partnership's  leasing  operations include  competition,  the
cost of  repositioning  containers  after  they come  off-lease,  the risk of an
uninsured loss,  including bad debts,  the risk of  technological  obsolescence,
increases in  maintenance  expenses or other costs of operating the  containers,
and the effect of world  trade,  industry  trends  and/or  general  business and
economic  cycles  on the  Partnership's  operations.  See  "Critical  Accounting
Policies and  Estimates"  above for  information on the  Partnership's  critical
accounting  policies and how changes in those estimates  could adversely  affect
the Partnership's results of operations.

The foregoing includes forward-looking statements and predictions about possible
or  future  events,  results  of  operations  and  financial  condition.   These
statements  and  predictions  may  prove  to  be  inaccurate,   because  of  the
assumptions  made by the  Partnership  or the  General  Partners  or the  actual
development  of  future  events.  No  assurance  can be given  that any of these
forward-looking statements or predictions will ultimately prove to be correct or
even substantially correct. The risks and uncertainties in these forward-looking
statements  include,  but are not  limited  to,  changes  in demand  for  leased
containers,  changes in global  business  conditions  and their  effect on world
trade,  future  modifications  in the way in  which  the  Partnership's  lessees
conduct their business or of the  profitability of their business,  increases or
decreases in new container prices or the availability of financing,  alterations
in the  costs  of  maintaining  and  repairing  used  containers,  increases  in
competition,  changes in the Partnership's ability to maintain insurance for its
containers and its operations,  the effects of political conditions on worldwide
shipping and demand for global trade or of other  general  business and economic
cycles  on the  Partnership,  as  well  as  other  risks  detailed  herein.  The
Partnership  does  not  undertake  any  obligation  to  update   forward-looking
statements.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

Exchange Rate Risk

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 does pay a small amount
of its expenses in various foreign currencies.  For the three-month period ended
March 31, 2004,  approximately 11% of the Partnership's expenses were paid in 15
different foreign currencies.  As there are no significant  payments made in any
one foreign currency, the Partnership does not hedge these expenses.

Item 4.  Controls and Procedures.

Based on an evaluation of the Partnership's  disclosure  controls and procedures
(as defined in Rules 13a-15 and 15d-15 of the Securities  Exchange Act of 1934),
the  managing  general  partner's  principal  executive  officer  and  principal
financial officer have found those controls and procedures to be effective as of
the end of the  period  covered by the  report.  There has been no change in the
Partnership's internal control over financial reporting that occurred during the
Partnership's  last fiscal  quarter,  and which has materially  affected,  or is
reasonably likely materially to affect, the Partnership's  internal control over
financial reporting.

Part II

Item 6.   Exhibits and Reports on Form 8-K.

    (a)   Exhibits  31.1 and 31.2  Certifications  pursuant  to Rules  13a-14 or
          15d-14 of the Securities and Exchange Act of 1934.

          Exhibits 32.1 and 32.2  Certifications  pursuant to 18 U.S.C.  Section
          1350, as adopted,  and regarding Section 906 of the Sarbanes-Oxley Act
          of 2002.

    (b)   Not applicable.


<PAGE>
<TABLE>
<CAPTION>




                                   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


Date:  May 12, 2004

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:


Signature                                Title                                          Date
<S>                                      <C>                                            <C>



________________________                 Chief Financial Officer, Senior                May 12, 2004
Ernest J. Furtado                        Vice President and Secretary





________________________                 President                                      May 12, 2004
John A. Maccarone

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                   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


Date:  May 12, 2004


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:


Signature                                   Title                                             Date
<S>                                        <C>                                                <C>



/s/Ernest J. Furtado
____________________________                Chief Financial Officer, Senior                   May 12, 2004
Ernest J. Furtado                           Vice President and Secretary




/s/John A. Maccarone
____________________________                President                                         May 12, 2004
John A. Maccarone

</TABLE>


<PAGE>


                                  EXHIBIT 31.1


CERTIFICATIONS

I, John A. Maccarone, certify that:

1.   I have reviewed this quarterly  report on form 10-Q of Textainer  Equipment
     Income Fund VI, L.P.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  for the registrant and we
     have:

     a.)  designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b.)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c.)  disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent function):

     a.)  all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b.)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

May 12, 2004

                                      /s/ John A. Maccarone
                                      ______________________________________
                                      John A. Maccarone
                                      President and Director of TCC




<PAGE>


                                  EXHIBIT 31.2


CERTIFICATIONS

I, Ernest J. Furtado, certify that:

1.   I have reviewed this quarterly  report on form 10-Q of Textainer  Equipment
     Income Fund VI, L.P.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  for the registrant and we
     have:

     a.)  designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b.)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c.)  disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent function):

     a.)  all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b.)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

May 12, 2004

                            /s/ Ernest J. Furtado
                            ________________________________________
                            Ernest J. Furtado
                            Chief Financial Officer, Senior Vice President,
                            Secretary and Director of TCC


<PAGE>


                                  EXHIBIT 32.1



                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                        AS ADOPTED, REGARDING SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly  Report of Textainer  Equipment Income Fund VI,
L.P., (the  "Registrant")  on Form 10-Q for the quarterly period ended March 31,
2004, as filed on May 12, 2004 with the Securities and Exchange  Commission (the
"Report"), I, John A. Maccarone, the President and Director of Textainer Capital
Corporation ("TCC") and Principal Executive Officer of TCC, the Managing General
Partner of the Registrant,  certify, pursuant to 18 U.S.C. ss. 1350, as adopted,
regarding Section 906 of the Sarbanes-Oxley Act of 2002, that:

(i)       The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

(ii)      The  information  contained  in the  Report  fairly  presents,  in all
          material respects, the financial condition,  results of operations and
          cash flows of the Registrant.



May 12, 2004



                                      By  /s/ John A. Maccarone
                                          ___________________________________
                                          John A. Maccarone
                                          President and Director of TCC




A signed  original of this  written  statement  required by Section 906 has been
provided to the  Registrant and will be retained by the Registrant and furnished
to the Securities and Exchange Commission or its staff upon request.






<PAGE>






                                  EXHIBIT 32.2



                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                        AS ADOPTED, REGARDING SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly  Report of Textainer  Equipment Income Fund VI,
L.P., (the  "Registrant")  on Form 10-Q for the quarterly period ended March 31,
2004, as filed on May 12, 2004 with the Securities and Exchange  Commission (the
"Report"), I, Ernest J. Furtado, Chief Financial Officer, Senior Vice President,
Secretary and Director of Textainer  Capital  Corporation  ("TCC") and Principal
Financial and  Accounting  Officer of TCC, the Managing  General  Partner of the
Registrant,  certify,  pursuant to 18 U.S.C.  ss.  1350,  as adopted,  regarding
Section 906 of the Sarbanes-Oxley Act of 2002, that:

(i)       The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

(ii)      The  information  contained  in the  Report  fairly  presents,  in all
          material respects, the financial condition,  results of operations and
          cash flows of the Registrant.



May 12, 2004



                          By  /s/ Ernest J. Furtado
                              _________________________________________________
                              Ernest J. Furtado
                              Chief Financial Officer, Senior Vice President,
                              Secretary and Director of TCC




A signed  original of this  written  statement  required by Section 906 has been
provided to the  Registrant and will be retained by the Registrant and furnished
to the Securities and Exchange Commission or its staff upon request.