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


August 8, 2002


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
Second Quarter ended June 30, 2002.

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 June 30, 2002


                         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 [ ]

<PAGE>

<TABLE>
<CAPTION>

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

Quarterly Report on Form 10-Q for the
Quarter Ended June 30, 2002

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



                                                                                                      Page
<S>                                                                                                    <C>

Item 1.   Financial Statements

          Balance Sheets - June 30, 2002
          and December 31, 2001 (unaudited).......................................................       3



          Statements of Operations for the three and six months
          ended June 30, 2002 and 2001 (unaudited)................................................       4



          Statements of Partners' Capital for the six months
          ended June 30, 2002 and 2001 (unaudited)................................................       5



          Statements of Cash Flows for the six months
          ended June 30, 2002 and 2001 (unaudited)................................................       6



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



Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations...............................................................      13


</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

Balance Sheets

June 30, 2002 and December 31, 2001
(Amounts in thousands)
(unaudited)
----------------------------------------------------------------------------------------------------------------

                                                                               2002                   2001
                                                                         ----------------       ----------------
<S>                                                                    <C>                      <C>
Assets
Container rental equipment, net of accumulated
   depreciation of $12,691, (2001:  $11,689) (note 4)                    $        22,558        $        23,334
Cash                                                                                 406                    466
Accounts receivable, net of allowance
   for doubtful accounts of $62, (2001:  $51)                                        859                    990
 Due from affiliates, net (note 2)                                                    83                     79
 Prepaid expenses                                                                      2                      5
                                                                         ----------------       ----------------

                                                                         $        23,908        $        24,874
                                                                         ================       ================
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                      $           208        $           204
   Accrued liabilities                                                               195                    186
   Accrued damage protection plan costs                                               53                     52
   Accrued recovery costs                                                             99                    100
   Deferred quarterly distributions                                                   22                     22
   Deferred damage protection plan revenue                                           112                    120
   Container purchases payable                                                       287                      -
                                                                         ----------------       ----------------

          Total liabilities                                                          976                    684
                                                                         ----------------       ----------------

Partners' capital:
   General partners                                                                    -                      -
   Limited partners                                                               22,932                 24,190
                                                                         ----------------       ----------------

          Total partners' capital                                                 22,932                 24,190
                                                                         ----------------       ----------------

                                                                         $        23,908        $        24,874
                                                                         ================       ================


See accompanying notes to financial statements

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
(a California Limited Partnership)

Statements of Operations

For the three and six months ended June 30, 2002 and 2001
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
------------------------------------------------------------------------------------------------------------------------------------


                                                             Three months       Three months        Six months          Six months
                                                                Ended              Ended              Ended               Ended
                                                            June 30, 2002      June 30, 2001      June 30, 2002       June 30, 2001
                                                            --------------     --------------     --------------      --------------
<S>                                                        <C>                <C>                <C>                 <C>
Rental income                                               $       1,026      $       1,223      $       2,055       $       2,552
                                                            --------------     --------------     --------------      --------------
Costs and expenses:
    Direct container expenses                                         475                396                845                 762
    Bad debt (benefit) expense                                         (2)               (11)                 9                 (12)
    Depreciation                                                      524                516              1,048               1,028
    Professional fees                                                  19                  8                 30                  19
    Management fees to affiliates (note 2)                             93                116                187                 239
    General and administrative costs to affiliates (note 2)            63                 64                129                 133
    Other general and administrative costs                             24                 12                 47                  24
    Gain on sale of containers                                         (2)                (9)                (4)                 (6)
                                                            --------------     --------------     --------------      --------------

                                                                    1,194              1,092              2,291               2,187
                                                            --------------     --------------     --------------      --------------

    (Loss) income from operations                                    (168)               131               (236)                365
                                                            --------------     --------------     --------------      --------------

Interest income                                                         2                 11                  4                  25
                                                            --------------     --------------     --------------      --------------


    Net (loss) earnings                                     $        (166)     $         142      $        (232)      $         390
                                                            ==============     ==============     ==============      ==============

Allocation of net (loss) earnings (note 2):
    General partners                                        $          51      $          71      $         102       $         142
    Limited partners                                                 (217)                71               (334)                248
                                                            --------------     --------------     --------------      --------------

                                                            $        (166)     $         142      $        (232)      $         390
                                                            ==============     ==============     ==============      ==============

Limited partners' per unit share of
    net (loss) earnings                                     $       (0.12)     $        0.04      $       (0.18)      $        0.13
                                                            ==============     ==============     ==============      ==============

Limited partners' per unit share
    of distributions                                        $        0.25      $        0.35      $        0.50       $        0.70
                                                            ==============     ==============     ==============      ==============

Weighted average number of limited
    partnership units outstanding                               1,848,397          1,848,397          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 six months ended June 30, 2002 and 2001
(Amounts in thousands)
(unaudited)
--------------------------------------------------------------------------------------------------------------------------

                                                                                    Partners' Capital
                                                                ----------------------------------------------------------
                                                                   General             Limited                  Total
                                                                ------------       ---------------         ---------------
<S>                                                         <C>                    <C>                    <C>
Balances at January 1, 2001                                     $         -        $       26,078          $       26,078

Distributions                                                          (142)               (1,294)                 (1,436)

Net earnings                                                            142                   248                     390
                                                                ------------       ---------------         ---------------

Balances at June 30, 2001                                       $         -        $       25,032          $       25,032
                                                                ============       ===============         ===============

Balances at January 1, 2002                                     $         -        $       24,190          $       24,190

Distributions                                                          (102)                 (924)                 (1,026)

Net earnings (loss)                                                     102                  (334)                   (232)
                                                                ------------       ---------------         ---------------

Balances at June 30, 2002                                       $         -        $       22,932          $       22,932
                                                                ============       ===============         ===============


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

For the six months ended June 30, 2002 and 2001
(Amounts in thousands)
(unaudited)
---------------------------------------------------------------------------------------------------------------

                                                                             2002                    2001
                                                                       ----------------        ----------------
<S>                                                                   <C>                     <C>
Cash flows from operating activities:
   Net (loss) earnings                                                 $          (232)        $           390
   Adjustments to reconcile net (loss) earnings to
       net cash provided by operating activities:
         Depreciation                                                            1,048                   1,028
         Increase (decrease) in allowance for doubtful accounts                     11                     (14)
         Gain on sale of containers                                                 (4)                     (6)
         (Increase) decrease in assets:
             Accounts receivable                                                   117                     241
             Due from affiliates, net                                               (8)                    (20)
             Prepaid expenses                                                        3                       3
         Increase (decrease) in liabilities:
             Accounts payable and accrued liabilities                               13                     (40)
             Accrued recovery costs                                                 (1)                      8
             Accrued damage protection plan costs                                    1                     (29)
             Deferred damage protection plan revenue                                (8)                      -
                                                                       ----------------        ----------------

                 Net cash provided by operating activities                         940                   1,561
                                                                       ----------------        ----------------

Cash flows from investing activities:
   Proceeds from sale of containers                                                 88                     113
   Container purchases                                                             (62)                   (454)
                                                                       ----------------        ----------------

                 Net cash provided by (used in) investing activities                26                    (341)
                                                                       ----------------        ----------------

Cash flows from financing activities:
   Distributions to partners                                                    (1,026)                 (1,437)
                                                                       ----------------        ----------------

                 Net cash used in financing activities                          (1,026)                 (1,437)
                                                                       ----------------        ----------------

Net decrease in cash                                                               (60)                   (217)

Cash at beginning of period                                                        466                     889
                                                                       ----------------        ----------------

Cash at end of period                                                  $           406         $           672
                                                                       ================        ================


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 six months ended June 30, 2002 and 2001
(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 June 30, 2002 and 2001, and December 31, 2001
and 2000,  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 six-month periods ended June 30, 2002 and 2001.

                                                               June 30        Dec. 31         June 30        Dec. 31
                                                                2002           2001            2001           2000
                                                             -----------    -----------     -----------    -----------
<S>                                                            <C>            <C>             <C>        <C>
Container purchases included in:
     Container purchases payable....................            $287            $ -             $ -            $46

Distributions to partners included in:
     Due to affiliates..............................              17             17              23             23
     Deferred quarterly distributions...............              22             22              31             32

Proceeds from sale of containers included in:
     Due from affiliates............................              33             37              36             54

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
six-month periods ended June 30, 2002 and 2001.


                                                                                               2002           2001
                                                                                               ----           ----

Container purchases recorded......................................................           $  349         $  408
Container purchases paid..........................................................               62            454

Distributions to partners declared................................................            1,026          1,436
Distributions to partners paid....................................................            1,026          1,437

Proceeds from sale of containers recorded.........................................               84             95
Proceeds from sale of containers received.........................................               88            113

The  Partnership  has  entered  into direct  finance  leases,  resulting  in the
transfer of containers from container rental  equipment to accounts  receivable.
The carrying value of containers  transferred during the six-month periods ended
June 30, 2002 and 2001 was $3 and $4, respectively.


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 and six months ended June 30, 2002 and 2001
(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 June 30, 2002 and  December  31,  2001,  and the
     results of its  operations  for the three and six-month  periods ended June
     30, 2002 and 2001 and changes in  partners'  capital and cash flows for the
     six-month periods ended June 30, 2002 and 2001, 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, 2001, 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 Partnership's  management  believes the following  critical  accounting
     policies  affect its more  significant  judgments and estimates 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.   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.

     The Partnership depreciates its container rental equipment based on certain
     estimates related to the container's  useful life and salvage value.  These
     estimates  are based  upon  assumptions  about  future  demand  for  leased
     containers  and the  estimated  sales  price at the end of the  container's
     useful  life.  If  these  estimates  were  subsequently  revised  based  on
     permanent  changes in the container  leasing market,  the Partnership would
     revise its depreciation policy.

     Additionally,  the  recoverability of the recorded amounts of containers to
     be held for continued use and identified for sale in the ordinary course of
     business are evaluated to ensure that containers held for continued use are
     not  impaired  and that  containers  identified  for sale are  recorded  at
     amounts  that do not exceed  the  estimated  fair value of the  containers.
     Containers  to be held for continued  use are  considered  impaired and are
     written down to estimated fair value when the estimated future undiscounted
     cash flows are less than the recorded  values.  Containers  identified  for
     sale are  written  down to  estimated  fair value when the  recorded  value
     exceeds the estimated  fair value.  In  determining  the  estimated  future
     undiscounted cash flows and fair value of containers,  assumptions are made
     regarding future demand and market conditions for leased containers as well
     as for used containers and the sales prices for used containers.  If actual
     market  conditions  are less  favorable  than those  projected or if actual
     sales prices are lower than those estimated by the Partnership,  additional
     write-downs may be required and/or losses may be realized.

     In August 2001, the Financial  Accounting  Standards  Board ("FASB") issued
     Statement of Financial  Accounting  Standards ("SFAS") No. 144, "Accounting
     for  Impairment or Disposal of Long-Lived  Assets." SFAS No. 144 supercedes
     SFAS No. 121,  "Accounting  for the  Impairment of Long-Lived  Assets to be
     Disposed  of," and  elements of  Accounting  Principles  Board  Opinion 30,
     "Reporting the Results of Operations - Reporting the Effects on Disposal of
     a  Segment  of  a  Business  and  Extraordinary,  Unusual  or  Infrequently
     Occurring Events and Transactions."

     SFAS No. 144 establishes a single-accounting model for long-lived assets to
     be  disposed  of  while  maintaining  many of the  provisions  relating  to
     impairment testing and valuation. The Partnership adopted this Statement on
     January  1,  2002 and  there was no  material  impact on the  Partnership's
     financial condition, operating results and cash flow.

     In April 2002,  FASB issued SFAS No. 145,  Rescission of FASB Statement No.
     4,  44  and  64,   Amendment  of  FASB  Statement  No.  13,  and  Technical
     Corrections. SFAS 145 rescinds FASB Statement 4, Reporting Gains and Losses
     of Debt  Extinguishments  and an amendment of that Statement,  FASB No. 64.
     This Statement also rescinds FASB No. 44,  Accounting for Intangible Assets
     of Motor Carriers.  FASB 145 also amends FASB Statement No. 13,  Accounting
     for Leases, to eliminate an inconsistency  between the required  accounting
     for  sale-leaseback  transactions  and the required  accounting for certain
     lease  modifications  that have economic effects similar to  sale-leaseback
     transactions. These rescissions and amendment are not anticipated to have a
     material impact on the financial statements of the Partnership.

     Certain  reclassifications,  not affecting net earnings  (loss),  have been
     made to  prior  year  amounts  in order to  conform  to the 2002  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 and $43 of incentive management
     fees  during  the  three  and   six-month   periods  ended  June  30,  2002
     respectively,  and $30 and $60, respectively, for the comparable periods in
     2001. 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 container leasing
     operations; such cash is included in the amount due from affiliates, net at
     June 30, 2002 and December 31, 2001.

     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  revenues  attributable  to full  payout  net  leases.  These fees
     totaled  $72 and $144 for the three and  six-month  periods  ended June 30,
     2002,  respectively,  and $86 and $179,  respectively,  for the  comparable
     periods in 2001.

     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 and
     six-month periods ended June 30, 2002 and 2001 were as follows:

                                             Three months           Six months
                                            ended June 30,        ended June 30,
                                            --------------        --------------
                                            2002      2001        2002      2001
                                            ----      ----        ----      ----

               Salaries                      $41       $37        $ 82      $ 76
               Other                          22        27          47        57
                                              --        --         ---       ---
                 Total general and
                    administrative costs     $63       $64        $129      $133
                                              ==        ==         ===       ===

     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 based on
     the ratio of the  Partnership's  containers to the total container fleet of
     all limited partnerships managed by TCC. The General Partners allocated the
     following general and  administrative  costs to the Partnership  during the
     three and six-month periods ended June 30, 2002 and 2001:
<PAGE>

                                             Three months           Six months
                                            ended June 30,        ended June 30,
                                            --------------        --------------
                                            2002      2001        2002      2001
                                            ----      ----        ----      ----

                TEM                          $54       $56        $110      $115
                TCC                            9         8          19        18
                                              --        --         ---       ---
                  Total general and
                     administrative costs    $63       $64        $129      $133
                                              ==        ==         ===       ===

     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 June 30,  2002 and  December  31,  2001,  due  from  affiliates,  net is
     comprised of:

                                                           2002             2001
                                                           ----             ----
                Due from affiliates:
                         Due from TEM...................   $104             $106
                                                            ---              ---

                Due to affiliates:
                         Due to TCC.....................      4               10
                         Due to TL......................     17               17
                                                            ---              ---
                                                             21               27
                                                            ---              ---

                    Due from affiliates, net               $ 83             $ 79
                                                            ===              ===

     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.

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 June 30, 2002 and 2001:

                                                          2002              2001
                                                          ----              ----

              On-lease under master leases               4,526             4,481
              On-lease under long-term leases            3,666             3,445
                                                         -----             -----

                  Total on-lease containers              8,192             7,926
                                                         =====             =====

     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 located primarily at a large
     number of storage  depots.  At June 30, 2002, the  Partnership's  off-lease
     containers were in the following locations:

         Americas                                         943
         Europe                                           742
         Asia                                           1,790
         Other                                             88
                                                        -----

             Total off-lease containers                 3,563
                                                        =====


Note 4.  Container Rental Equipment

     New container  prices  steadily  declined from 1995 through 1999.  Although
     container prices increased in 2000, these prices declined again in 2001 and
     have remained low during the first half of 2002.  As a result,  the cost of
     new  containers  purchased in recent years is  significantly  less than the
     average  cost of  containers  purchased  in prior  years.  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 six-month  periods
     ended June 30, 2002 and 2001.

     The Partnership  will continue to evaluate the  recoverability  of recorded
     amounts of container  rental  equipment  and cautions  that a write-down of
     container rental equipment and/or an increase in its depreciation  rate may
     be  required  in future  periods  for some or all of its  container  rental
     equipment.

<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 and six-month periods ended
June 30,  2002 and 2001.  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.

Liquidity and Capital Resources

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 $1,100 on June 17,  1996,  and raised a total of $36,968
from the offering.

The Partnership invests working capital,  cash flow from operations prior to its
distribution  to the partners and proceeds  from  container  sales that have not
been used to purchase  containers  in  short-term,  liquid  investments.  Rental
income is the  Partnership's  principal source of liquidity and provides a major
source of funds for distributions.  Rental income has been adversely affected by
current market conditions for leased containers, and these market conditions may
continue or worsen.  Market  conditions  are discussed more fully in "Results of
Operations." The  Partnership's  cash is affected by cash provided by or used in
operating, investing and financing activities. These activities are discussed in
detail below.

Limited partners are currently receiving monthly  distributions in an annualized
amount equal to 5% of their  original  investment.  During the six-month  period
ended June 30, 2002,  the  Partnership  declared cash  distributions  to limited
partners  pertaining  to the period from  December  2001 through May 2002 in the
amount of $924. On a cash basis, $838 of these  distributions was from operating
activities,  and the balance was from cash provided by previous years' operating
activities that has not been  distributed or used to purchase  containers.  On a
financial statement basis, all of these distributions were a return of capital.

From time to time, the Partnership may redeem units from limited  partners for a
specified  redemption  value,  which  is  set  by  formula.  Up  to  2%  of  the
Partnership's outstanding units may be redeemed each year, although the 2% limit
may be exceeded at the Managing General  Partner's  discretion.  All redemptions
are subject to the Managing  General  Partner's  good faith  determination  that
payment for the redeemed units will not (i) cause the Partnership to be taxed as
a  corporation,  (ii) impair the capital or  operations of the  Partnership,  or
(iii) impair the ability of the Partnership to pay  distributions  in accordance
with its distribution policy. Since inception,  the Partnership has not redeemed
any units.

Net cash provided by operating  activities for the six-month  periods ended June
30, 2002 and 2001, was $940 and $1,561,  respectively.  The decrease of $621, or
40%, is primarily  attributable  to the decrease in net  earnings,  adjusted for
non-cash  transactions  and the fluctuations in gross accounts  receivable.  Net
earnings,  adjusted for non-cash  transactions,  decreased  primarily due to the
decrease in rental  income and  increase  in direct  container  expenses.  These
fluctuations  are discussed more fully in "Results of Operations."  The decrease
in gross accounts  receivable of $117 during the six-month period ended June 30,
2002 was primarily due to the decrease in rental income,  offset by the increase
in the average collection period of accounts  receivable.  The decrease in gross
accounts  receivables of $241 during the comparable period in 2001 was primarily
due to the  decreases  in rental  income and the  average  collection  period of
accounts receivable.

At June 30, 2002, the Partnership had no commitments to purchase containers.

For the  six-month  period ended June 30, 2002,  net cash  provided by investing
activities (the purchase and sale of containers)  was $26,  compared to net cash
used in investing activities of $341 for the comparable period in 2001. Net cash
provided by investing activities increased $367 due to the decrease in cash used
for container  purchases  and was  partially  offset by the decrease in proceeds
from container sales. Cash used for container  purchases decreased primarily due
to the Partnership purchasing fewer containers during the six-month period ended
June 30, 2002 than the same period in 2001 and due to timing  differences in the
accrual and payment of these purchases.  Proceeds from container sales decreased
primarily  due to the decrease in the average  container  sales price during the
six-month  period ended June 30, 2002  compared to the same period in 2001.  The
sales price received on container  sales decreased as a result of current market
conditions,  which have adversely  affected the value of used containers.  Until
demand for containers improves in certain low demand locations,  the Partnership
plans to continue  selling some of its  containers  that are  off-lease in these
locations.  The number of  containers  sold,  both in low demand  locations  and
elsewhere,  as well as the  average  sales  prices,  will  affect  how  much the
Partnership can reinvest in new containers.

Consistent  with its  investment  objectives  and  subject  to its  distribution
policy,  the  Partnership  intends  to  continue  to  reinvest  both  cash  from
operations  available for reinvestment and all, or a significant  amount of, the
proceeds from container  sales in additional  containers.  Cash from  operations
available  for  reinvestment  is generally  equal to cash  provided by operating
activities,  less  distributions  and redemptions paid, which are subject to the
General  Partners'  authority  to set these  amounts  (and modify  reserves  and
working capital), as provided in the Partnership Agreement.  The amount of sales
proceeds will  fluctuate  based on the number of  containers  sold and the sales
price received.  The Partnership  sells containers when (i) a container  reaches
the end of its  useful  life or (ii) an  analysis  indicates  that  the  sale is
warranted based on existing market  conditions and the container's age, location
and condition.

Both cash from  operations  available for  reinvestment  and sales proceeds have
been  adversely  affected by market  conditions.  These market  conditions  have
resulted in a slower than anticipated rate of  reinvestment.  Market  conditions
are  discussed  more fully  under  "Results  of  Operations."  A slower  rate of
reinvestment  will, over time,  affect the size of the  Partnership's  container
fleet. Furthermore, even with reinvestment,  the Partnership is not likely to be
able to replace all the  containers  it sells,  since new  container  prices are
usually  higher  than the  average  sales  prices for used  containers,  and the
majority of cash available for reinvestment is from sales proceeds.

Results of Operations

The  Partnership's  income (loss) 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)  was directly  related to the size of the  container  fleet during the
six-month periods ended June 30, 2002 and 2001, as well as certain other factors
as discussed below. The following is a summary of the container fleet (in units)
available for lease during those periods:

                                                             2002           2001
                                                             ----           ----

             Beginning container fleet...............      11,633         11,151
             Ending container fleet..................      11,755         11,360
             Average container fleet.................      11,694         11,256

As noted above,  when containers are sold in the future,  sales proceeds are not
likely to be sufficient to replace all of the containers  sold,  which is likely
to result in a trend towards a smaller average  container  fleet.  Other factors
related to the  Partnership's  ability to reinvest  funds in new  containers are
discussed above in "Liquidity and Capital Resources".

Rental  income and direct  container  expenses are also  affected by the average
utilization of the container  fleet,  which was 61% and 75% during the six-month
periods ended June 30 2002 and 2001, respectively. The remaining container fleet
is off-lease and is located  primarily at a large number of storage  depots.  At
June 30, 2002,  the  Partnership's  off-lease  containers (in units) were in the
following locations:

      Americas                                   943
      Europe                                     742
      Asia                                     1,790
      Other                                       88
                                               -----

          Total off-lease containers           3,563
                                               =====

In addition to utilization, rental income is affected by daily rental rates. The
average daily rental rate decreased 9% between the periods.

The  following is a comparative  analysis of the results of  operations  for the
six-month periods ended June 30, 2002 and 2001.

The Partnership's  (loss) income from operations for the six-month periods ended
June 30,  2002 and 2001 was ($236) and $365  respectively,  on rental  income of
$2,055 and $2,552, respectively.  The decrease in rental income of $497, or 19%,
from the  six-month  period  ended June 30,  2001 to the same period in 2002 was
attributable to the decrease in container rental income, partially offset by the
increase in other rental income, which is discussed below. Income from container
rentals, the major component of total revenue, decreased $561, or 24%, primarily
due to the  decreases  in the  average  on-hire  utilization  of 19% and average
rental  rates  of 9%.  The  majority  of the  Partnership's  rental  income  was
generated  from  the  leasing  of  the  Partnership's  containers  under  master
operating leases.

In the fourth  quarter of 2000,  utilization  began to decline and  continued to
decline  during 2001 and the  beginning  of 2002.  This decline was due to lower
overall  demand by shipping lines for leased  containers,  which was primarily a
result of the worldwide economic slowdown.  Two other factors reduced the demand
for leased  containers.  Shipping  lines added  larger  vessels to their  fleets
which,  combined with lower cargo volume growth,  made it easier for them to use
otherwise  empty vessel space to reposition  their own  containers  back to high
demand  locations.  Additionally,  in anticipation of the delivery of these new,
larger  vessels,  many shipping  lines placed large orders for new containers in
2000 and 2001, thus temporarily  reducing their need to lease containers.  These
orders  for  additional  containers  are part of a  general  increase  in vessel
capacity for the shipping lines.  This increase in vessel  capacity  amounted to
12% in 2001. An additional  increase in vessel capacity of approximately  12% is
expected in 2002,  because the shipping lines placed orders for additional ships
before  recognizing  the  slowdown  in world  trade.  To the  extent  that  this
increased vessel capacity remains underutilized,  shipping lines may seek to cut
costs in order to  sustain  profits  or reduce  losses,  which  may put  further
downward pressure on demand for containers.

Utilization improved steadily beginning in March 2002 due to:
o     An increase in export cargo out of Asia
o     Prior repositioning of containers to Asia which placed large quantities
      of containers in areas of strong demand
o     Fewer purchases of new containers by container lessors and shipping lines.

This  utilization  improvement  has continued into the third quarter of 2002 but
the General Partners caution that market  conditions could deteriorate again due
to global  economic  conditions.  Demand for leased  containers  could therefore
decline  again and result in a decline in  utilization  and further  declines in
lease rates and container  sale prices,  adversely  affecting the  Partnership's
operating results.

Despite the  improvement  in  utilization,  the  Partnership  continues  to sell
(rather than reposition) some containers  located in low demand  locations,  but
primarily only those  containers that were damaged.  For the number of off-lease
containers located in the lower demand locations in the Americas and Europe, see
the  chart  above.  The  decision  to sell  containers  is based on the  current
expectation  that the economic  benefit of selling  these  containers is greater
than the estimated economic benefit of continuing to own these containers.

Current market  conditions  continue to cause a decline in the economic value of
used containers.  The average sales price for containers sold by the Partnership
as well as other  Partnerships  managed by the General  Partners has  decreased.
Additionally,  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  losses or
write-downs  recorded by the  Partnership  primarily due to the young age of the
Partnership's  container  fleet and a lower average  container  cost compared to
these other Partnerships. Sales by the Partnership in these low demand locations
have been generally  limited to damaged  containers.  However,  as the container
fleet ages, the Partnership  may incur losses and/or  write-downs on the sale of
its older  containers  located  in low  demand  locations,  if  existing  market
conditions  continue.  Should the decline in economic value of continuing to own
such  containers  turn out to be permanent,  the  Partnership may be required to
increase its  depreciation  rate or  write-down  the value of some or all of its
container rental equipment.

New  container  prices  steadily  declined  from  1995  through  1999.  Although
container prices increased in 2000, these prices declined again in 2001 and have
remained  low  during  the  first  half of 2002.  As a  result,  the cost of new
containers purchased in recent years is significantly less than the average cost
of  containers   purchased  in  prior  years.  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 six-month periods ended June 30, 2002 and 2001.

The Partnership will continue to evaluate the recoverability of recorded amounts
of container rental equipment and cautions that a write-down of container rental
equipment and/or an increase in its depreciation  rate may be required in future
periods for some or all of its container rental equipment.

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  six-month  period ended June 30, 2002,
other rental income was $275, an increase of $64 from the  equivalent  period in
2001.  The  increase  was  primarily  due to  increases in location and handling
income  of $36 and  $31,  respectively.  Location  income  increased  due to the
decline in credits  granted to lessees for picking up  containers  from  surplus
locations as there were fewer leasing  opportunities  for which credits could be
offered.  The increase in location income was partially  offset by a decrease in
charges to lessees for dropping off  containers in surplus  locations.  Handling
income  increased due to the increase in the average  handling price charged per
container and the increase in container  movement  during the  six-month  period
ended June 30, 2002 compared to the same period in 2001.

Direct container expenses increased $83, or 11%, from the six-month period ended
June 30, 2001 to the same period in 2002.  The  increase  was  primarily  due to
increases in storage and handling expenses of $157 and $12, respectively, offset
by a  decrease  in  repositioning  expense  of $91.  Storage  expense  increased
primarily  due to the  decrease in  utilization  noted above.  Handling  expense
increased  primarily  due to the increase in container  movement.  Repositioning
expense  decreased  due to the  decrease in the average  repositioning  cost per
container,  offset  by an  increase  in the  number of  containers  repositioned
between the periods.

Bad debt expense (benefit) was $9 and ($12) for the six-month periods ended June
30,  2002 and  2001,  respectively.  Fluctuations  in bad  debt  expense/benefit
reflect the  adjustment  to the bad debt  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.  The
expense  recorded  during the  six-month  period ended June 30, 2002  reflects a
higher reserve  requirement  from December 31, 2001. The benefit recorded during
the comparable period in 2001 reflects a lower reserve requirement from December
31, 2000.

Depreciation  expense increased $20, or 2%, from the six-month period ended June
30, 2001 to the comparable period in 2002,  primarily due to the increase in the
average fleet size between the periods.

Management fees to affiliates  decreased $52, or 22%, from the six-month  period
ended June 30, 2001 to the  comparable  period in 2002, due to decreases in both
equipment and incentive management fees. Equipment management fees decreased due
to the  decline in rental  income,  upon  which  equipment  management  fees are
primarily  based.  These fees were  approximately  7% of rental  income for both
periods. Incentive management fees, which are based on the Partnership's limited
and general partner  distributions  made from cash from operations and partners'
capital  decreased  due to the  decrease  in the  limited  partner  distribution
percentage from 7% to 5% of initial partners' capital in July 2001.

General and  administrative  costs to  affiliates  decreased  $4 or 3%, from the
six-month  period  ended June 30,  2001 to the  comparable  period in 2002.  The
decrease was  primarily due to a decrease in the  allocation  of overhead  costs
from TEM, as the  Partnership  represented a smaller  portion of the total fleet
managed by TEM.

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.  More details about these fees and expenses are included in footnote 2 to
the Financial Statements.

Gain on sale of containers was comparable at $4 and $6 for the six-month periods
ended June 30, 2002 and 2001, respectively.

Net earnings/loss per limited partnership unit fluctuated from earnings of $0.13
to a loss of $0.18 from the  six-month  period  ended June 30,  2001 to the same
period in 2002,  respectively,  reflecting the fluctuation in net  earnings/loss
allocated  to  limited  partners  from  earnings  of  $248  to a loss  of  $334,
respectively.  The allocation of net earnings  (loss) for the six-month  periods
ended June 30, 2002 and 2001 included special allocations of gross income to the
General  Partners  of $124  and  $105,  respectively,  in  accordance  with  the
Partnership Agreement.

The  following is a comparative  analysis of the results of  operations  for the
three-month periods ended June 30, 2002 and 2001.

The  Partnership's  (loss) income from  operations for the  three-month  periods
ending  June 30,  2002 and 2001 was  ($168)  and $131,  respectively,  on rental
income of $1,026 and $1,223,  respectively.  The  decrease  in rental  income of
$197, or 16%, from the three-month  period ended June 30, 2001 to the comparable
period in 2002 was primarily  attributable  to the decrease in container  rental
income,  partially  offset by an increase in other  rental  income.  Income from
container  rentals  decreased  $225,  or 20%,  primarily due to decreases in the
average on-hire utilization of 13% and average rental rates of 12%.

Other rental income was $126 for the three-month  period ended June 30, 2002, an
increase of $28 from the  equivalent  period in 2001. The increase was primarily
due to increases in handling and location  income of $21 and $12,  respectively.
Handling income increased due to the increase in container  movement,  partially
offset by a decrease  in the  average  handling  price  charged  per  container.
Location  income  increased due to the decline in credits granted to lessees for
picking up  containers  from  surplus  locations  as there  were  fewer  leasing
opportunities  for which  credits  could be  offered.  The  increase in location
income was partially offset by a decrease in charges to lessees for dropping off
containers in surplus locations.

Direct  container  expenses  increased $79, or 20%, from the three-month  period
ending  June  30,  2001 to the  equivalent  period  in  2002,  primarily  due to
increases  in  storage,  handling  and  DPP  expenses  of $  51,  $12  and  $10,
respectively. Storage expense increased primarily due to the decrease in average
utilization  noted  above.  Handling  expense  increased  due  to  increases  in
container  movement and the average  handling charge per container.  DPP expense
increased  due to increases in the average DPP repair cost per  container and in
the number of containers covered under DPP.

Bad debt benefit  decreased from $11 for the  three-month  period ended June 30,
2001 to $2 for the  comparable  period in 2002.  The  decline was due to a lower
adjustment to bad debt reserve during the three-month period ended June 30, 2002
compared to the same period in 2001.
<PAGE>

Depreciation expense increased $8, or 2%, from the three-month period ended June
30, 2001 to the comparable period in 2002 due to the increase in fleet size.

Management fees to affiliates decreased $23, or 20%, from the three-month period
ended June 30, 2001 to the  comparable  period in 2002, due to decreases in both
equipment and incentive management fees. Equipment management fees decreased due
to the decline in rental income and were  approximately  7% of rental income for
both periods.  Incentive  management  fees  decreased due to the decrease in the
limited  partner  distribution  percentage  from 7% to 5% of  initial  partners'
capital in July 2001.

General and  administrative  costs to affiliates  were comparable at $63 and $64
between the three-month periods ended June 30, 2002 and 2001, respectively.

Gain on sale of containers  decreased from $9 for the  three-month  period ended
June 30, 2001 to $2 for the equivalent period in 2002.

Net earnings/loss per limited partnership unit fluctuated from earnings of $0.04
to a loss of $0.12 from the  three-month  period ended June 30, 2001 to the same
period in 2002,  respectively,  reflecting the fluctuation in net  earnings/loss
allocated  to  limited  partners  from  earnings  of  $71  to a  loss  of  $217,
respectively.   The  allocation  of  net  earnings  (loss)  included  a  special
allocation  of gross  income to the  General  Partners  in  accordance  with the
Partnership Agreement.

Critical Accounting Policies and Estimates

The Partnership's discussion and analysis of its financial condition and results
of operations are based upon the Partnership's financial statements,  which have
been prepared in accordance with accounting principles generally accepted in the
United States of America.  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 Partnership's management believes the following critical accounting policies
affect its more  significant  judgments and estimates 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.  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  Partnership  depreciates  its container  rental  equipment based on certain
estimates  related to the  container's  useful  life and  salvage  value.  These
estimates are based upon assumptions  about future demand for leased  containers
and the  estimated  sales price at the end of the  container's  useful life.  If
these  estimates  were  subsequently  revised based on permanent  changes in the
container leasing market, the Partnership would revise its depreciation  policy,
which could adversely affect the Partnership's operating results.

Additionally,  the  recoverability  of the recorded  amounts of containers to be
held for  continued  use and  identified  for  sale in the  ordinary  course  of
business are evaluated to ensure that  containers held for continued use are not
impaired and that containers identified for sale are recorded at amounts that do
not exceed the estimated fair value of the containers. Containers to be held for
continued  use are  considered  impaired and are written down to estimated  fair
value  when the  estimated  future  undiscounted  cash  flows  are less than the
recorded  values.  Containers  identified for sale are written down to estimated
fair  value when the  recorded  value  exceeds  the  estimated  fair  value.  In
determining  the  estimated  future  undiscounted  cash  flows and fair value of
containers,  assumptions are made regarding future demand and market  conditions
for leased  containers as well as for used  containers  and the sales prices for
used  containers.  If actual market  conditions  are less  favorable  than those
projected  or if actual  sales  prices  are lower than  those  estimated  by the
Partnership,  additional  write-downs  may  be  required  and/or  losses  may be
realized.  Any  additional  write-downs  or losses  would  adversely  affect the
Partnership's operating results.

Accounting Pronouncement

In August  2001,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 144,  "Accounting for
Impairment or Disposal of Long-Lived  Assets." SFAS No. 144 supercedes  SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets to be Disposed of," and
elements of Accounting  Principles  Board Opinion 30,  "Reporting the Results of
Operations  - Reporting  the Effects on Disposal of a Segment of a Business  and
Extraordinary, Unusual or Infrequently Occurring Events and Transactions."

SFAS No. 144 establishes a  single-accounting  model for long-lived assets to be
disposed of while  maintaining  many of the  provisions  relating to  impairment
testing and valuation. The Partnership adopted this Statement on January 1, 2002
and  there was no  material  impact on the  Partnership's  financial  condition,
operating results and cash flow.

In April 2002, FASB issued SFAS No. 145,  Rescission of FASB Statement No. 4, 44
and 64, Amendment of FASB Statement No. 13, and Technical Corrections.  SFAS 145
rescinds FASB  Statement 4, Reporting  Gains and Losses of Debt  Extinguishments
and an amendment of that  Statement,  FASB No. 64. This  Statement also rescinds
FASB No. 44, Accounting for Intangible  Assets of Motor Carriers.  FASB 145 also
amends  FASB  Statement  No.  13,   Accounting  for  Leases,   to  eliminate  an
inconsistency  between the required  accounting for sale-leaseback  transactions
and the required  accounting for certain lease  modifications that have economic
effects similar to sale-leaseback transactions.  These rescissions and amendment
are not anticipated to have a material impact on the financial statements of the
Partnership.

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,  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 "Risk Factors" in the Partnership's Prospectus, as supplemented,
for additional information on risks of the Partnership's business. 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  therefor,
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 and
from time to time in the Partnership's  filings with the Securities and Exchange
Commission.  The  Partnership  does  not  undertake  any  obligation  to  update
forward-looking statements.


<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
                                      Senior Vice President


Date:   August 8, 2002

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>

___________________________________      Senior Vice President,                         August 8, 2002
Ernest J. Furtado                        (Principal Financial and
                                         Accounting Officer) and
                                         Secretary




___________________________________      President (Principal Executive                 August 8, 2002
John A. Maccarone                        Officer)

</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
                                      Senior Vice President



Date:   August 8, 2002


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
___________________________________         Senior Vice President,                            August 8, 2002
Ernest J. Furtado                           (Principal Financial and
                                            Accounting Officer) and
                                            Secretary



/s/John A. Maccarone
___________________________________         President (Principal Executive                    August 8, 2002
John A. Maccarone                           Officer)


</TABLE>