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


September 16, 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
Second Quarter ended June 30, 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 June 30, 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 June 30, 2004

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




                                                                                                             Page
<S>                                                                                                            <C>

Part I   Financial Information

    Item 1.    Financial Statements (unaudited)

          Balance Sheets - June 30, 2004
          and December 31, 2003.............................................................................    3


          Statements of Operations for the three and six months
          ended June 30, 2004 and 2003......................................................................    4


          Statements of Partners' Capital for the six months
          ended June 30, 2004 and 2003......................................................................    5


          Statements of Cash Flows for the six months
          ended June 30, 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...................................   22


    Item 4.    Controls and Procedures......................................................................   22


Part II  Other Information


    Item 6.    Exhibits and Reports on Form 8K..............................................................   23

</TABLE>






<PAGE>
<TABLE>
<CAPTION>

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

Balance Sheets

June 30, 2004 and December 31, 2003
(Amounts in thousands)
(unaudited)
----------------------------------------------------------------------------------------------------------------

                                                                               2004                   2003
                                                                         ----------------       ----------------
<S>                                                                       <C>                   <C>
Assets
Container rental equipment, net of accumulated
   depreciation of $20,785, (2003:  $16,055) (notes 4 & 5)               $        15,062        $        20,069
Cash                                                                               1,168                    732
Accounts receivable, net of allowance
   for doubtful accounts of $98, (2003:  $68)                                      1,057                  1,030
 Due from affiliates, net (note 2)                                                   130                    124
 Prepaid expenses                                                                      5                     15
                                                                         ----------------       ----------------

                                                                         $        17,422        $        21,970
                                                                         ================       ================
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                      $            89        $           128
   Accrued liabilities                                                               245                    184
   Accrued damage protection plan costs                                              165                    147
   Deferred quarterly distributions                                                   24                     23
   Deferred damage protection plan revenue                                           114                    114
   Deferred repair costs                                                               6                     24
   Container purchases payable                                                         -                    266
                                                                         ----------------       ----------------

          Total liabilities                                                          643                    886
                                                                         ----------------       ----------------

Partners' capital:
   General partners                                                                    -                      -
   Limited partners                                                               16,779                 21,084
                                                                         ----------------       ----------------

          Total partners' capital                                                 16,779                 21,084
                                                                         ----------------       ----------------

                                                                         $        17,422        $        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 Operations

For the three and six months ended June 30, 2004 and 2003
(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, 2004        June 30, 2003        June 30, 2004       June 30, 2003
                                                      ---------------      ---------------     ----------------     ---------------
<S>                                                   <C>                   <C>                <C>                  <C>
Rental income                                         $        1,396       $        1,316      $         2,788      $        2,725
                                                      ---------------      ---------------     ----------------     ---------------
Costs and expenses:
    Direct container expenses                                    357                  380                  742                 734
    Bad debt expense                                              15                   21                   30                  13
    Depreciation (note 4)                                        603                  582                1,212               1,162
    Write-down of containers (notes 4 & 5)                     3,660                    -                3,660                   -
    Professional fees                                             15                    5                   20                   7
    Management fees to affiliates (note 2)                       119                  114                  238                 233
    General and administrative costs to affiliates (note 2)       68                   64                  136                 132
    Other general and administrative costs                         5                    9                   13                  17
    Loss on sale of containers                                    13                    6                   19                   2
                                                      ---------------      ---------------     ----------------     ---------------

                                                               4,855                1,181                6,070               2,300
                                                      ---------------      ---------------     ----------------     ---------------

    (Loss) income from operations                             (3,459)                 135               (3,282)                425
                                                      ---------------      ---------------     ----------------     ---------------

Interest income                                                    2                    2                    3                   3
                                                      ---------------      ---------------     ----------------     ---------------

    Net (loss) earnings                               $       (3,457)      $          137      $        (3,279)     $          428
                                                      ===============      ===============     ================     ===============

Allocation of net (loss) earnings (note 2):
    General partners                                  $           51       $           51      $           102      $          102
    Limited partners                                          (3,508)                  86               (3,381)                326
                                                      ---------------      ---------------     ----------------     ---------------

                                                      $       (3,457)      $          137      $        (3,279)     $          428
                                                      ===============      ===============     ================     ===============

Limited partners' per unit share of
    net (loss) earnings                               $        (1.90)      $         0.05      $         (1.83)     $         0.18
                                                      ===============      ===============     ================     ===============

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

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

Net earnings                                                               102                   326                     428
                                                                ---------------       ---------------         ---------------

Balances at June 30, 2003                                       $            -        $       21,630          $       21,630
                                                                ===============       ===============         ===============

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

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

Net earnings (loss)                                                        102                (3,381)                 (3,279)
                                                                ---------------       ---------------         ---------------

Balances at June 30, 2004                                       $            -        $       16,779          $       16,779
                                                                ===============       ===============         ===============


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, 2004 and 2003
(Amounts in thousands)
(unaudited)
---------------------------------------------------------------------------------------------------------------

                                                                             2004                    2003
                                                                       ----------------        ----------------
<S>                                                                    <C>                     <C>
Cash flows from operating activities:
   Net (loss) earnings                                                 $        (3,279)        $           428
   Adjustments to reconcile net (loss) earnings to
       net cash provided by operating activities:
         Depreciation (note 4)                                                   1,212                   1,162
         Write down of containers (notes 4 & 5)                                  3,660                       -
         Increase in allowance for doubtful accounts                                30                       9
         Loss on sale of containers                                                 19                       2
         (Increase) decrease in assets:
             Accounts receivable                                                   (55)                    (14)
             Due from affiliates, net                                               30                     (71)
             Prepaid expenses                                                       10                       6
         (Decrease) increase in liabilities:
             Accounts payable and accrued liabilities                               22                      (7)
             Accrued damage protection plan costs                                   18                      26
             Deferred repair costs                                                 (18)                      1
                                                                       ----------------        ----------------

                   Net cash provided by operating activities                     1,649                   1,542
                                                                       ----------------        ----------------

Cash flows from investing activities:
   Proceeds from sale of containers                                                 84                      59
   Container purchases                                                            (272)                   (308)
                                                                       ----------------        ----------------

                   Net cash used in investing activities                          (188)                   (249)
                                                                       ----------------        ----------------

Cash flows from financing activities:
   Distributions to partners                                                    (1,025)                 (1,026)
                                                                       ----------------        ----------------

                   Net cash used in financing activities                        (1,025)                 (1,026)
                                                                       ----------------        ----------------

Net increase in cash                                                               436                     267

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

Cash at end of period                                                  $         1,168         $           773
                                                                       ================        ================


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, 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 June 30, 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 June 30, 2004 and 2003.

                                                                   June 30        Dec. 31        June 30        Dec. 31
                                                                     2004           2003           2003           2002
                                                                 -----------    -----------    -----------    -----------
<S>                                                                   <C>          <C>            <C>             <C>
Container purchases included in:
   Container purchases payable..........................              $ -           $266            $ -            $ -

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..................................               63             27             18              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
six month periods ended June 30, 2004 and 2003.

                                                                                                   2004           2003
                                                                                                   ----           ----

Container purchases recorded....................................................                 $    6         $  308
Container purchases paid........................................................                    272            308

Distributions to partners declared..............................................                  1,026          1,026
Distributions to partners paid..................................................                  1,025          1,026

Proceeds from sale of containers recorded.......................................                    120             69
Proceeds from sale of containers received.......................................                     84             59

The Partnership may enter 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, 2004 and 2003 were $2 and $1, 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, 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 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, 2004 and December 31, 2003 and the results of its  operations  for
     the three and six-month periods ended June 30, 2004 and 2003 and changes in
     partners' capital,  and cash flows for the six-month periods ended June 30,
     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.
<PAGE>
     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 for both the three and six-month periods ended June 30, 2004 and 2003,
     respectively.  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
     June 30, 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 $195 for the three and  six-month  periods  ended June 30,
     2004,  respectively,  and $93 and $190,  respectively,  for the  comparable
     periods in 2003.

     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, 2004 and 2003 were as follows:

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

                                          2004      2003        2004      2003
                                          ----      ----        ----      ----

             Salaries                      $40       $36        $ 83      $ 73
             Other                          28        28          53        59
                                            --        --         ---       ---
              Total general and
                administrative costs       $68       $64        $136      $132
                                            ==        ==         ===       ===

     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 and six-month periods ended June 30, 2004 and 2003:


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

                                          2004      2003        2004      2003
                                          ----      ----        ----      ----

             TEM                           $56       $56        $112      $115
             TCC                            12         8          24        17
                                            --        --         ---       ---
               Total general and
                  administrative costs     $68       $64        $136      $132
                                            ==        ==         ===       ===

     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.
<PAGE>

     At June 30,  2004 and  December  31,  2003,  due  from  affiliates,  net is
     comprised of:


                                                         2004        2003
                                                         ----        ----
             Due from affiliates:
                    Due from TEM..................       $159        $149
                                                          ---         ---

             Due to affiliates:
                    Due to TCC....................         12           8
                    Due to TL.....................         17          17
                                                          ---         ---
                                                           29          25
                                                          ---         ---

                 Due from affiliates, net                $130        $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.

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, 2004 and 2003:

                                                        2004           2003
                                                        ----           ----

             On-lease under master leases              5,891          5,192
             On-lease under long-term leases           5,598          5,067
                                                      ------         ------
                 Total on-lease containers            11,489         10,259
                                                      ======         ======

     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 and
     determined  that a reduction to the carrying value of these  containers was
     not required at June 30, 2003. Based on an impairment analysis performed as
     of June 30, 2004, which  considered the possible sale of the  Partnership's
     remaining  container  fleet (see Note 6), the  Partnership  determined that
     certain containers were impaired and that a reduction to the carrying value
     of these containers was required.  The Partnership recorded a write down of
     $3,660 to write  down the value of  certain  containers  that had  carrying
     values which were greater than the  anticipated per unit sales price in the
     letter of intent.

     The Partnership also evaluated the recoverability of the recorded amount of
     containers  identified  for sale in the  ordinary  course of  business  and
     determined that  reductions to the carrying value of these  containers were
     not required.

Note 5.  Subsequent Event

     The  Partnership  reached an agreement  in  principle in July 2004,  with a
     corporate  purchaser to sell its  remaining  container  fleet and is in the
     process of  negotiating a definitive  purchase and sale  agreement with the
     purchaser.  When the purchase and sale  agreement is signed by all parties,
     the Partnership  will submit the proposed sale to the Limited  Partners for
     approval.  If the  Limited  Partners  approve  the  sale  and  the  sale is
     completed, the Partnership anticipates that it will distribute the proceeds
     of the sale to the partners and terminate its existence during 2005.


<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,  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.

To  date,  the  Partnership  has  generally  sold  containers  individually.  As
discussed below under "Possible Sale of Partnership  Assets," the Partnership is
currently in  negotiations  to sell all of its  remaining  container  fleet to a
corporate purchaser.

When the Partnership has sold its containers individually,  sales have primarily
been made 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 compared the carrying value of its containers to the anticipated
estimated  price to be realized  in the sale.  Despite  the  improvement  in the
market for used containers,  the Partnership still found that the carrying value
of some of its older, more expensive  containers was higher than the anticipated
estimated  price to be realized in the sale.  The  Partnership  determined  that
these  containers  were impaired and recorded a write down expense to reduce the
carrying  value of  these  containers  to their  anticipated  sales  price.  See
"Possible  Sale of  Partnership  Assets"  below and "Other  Income and Expenses:
Write Down of Containers."

Possible Sale of Partnership Assets

In July 2004, the Partnership and five other limited partnerships managed by the
General  Partners  signed a letter of intent to sell their  remaining  container
fleets  to  a  corporate  purchaser,   RFH  Limited,   (the  "Purchaser").   The
Partnership,  other limited partnerships and the Purchaser are in the process of
finalizing the Container Purchase and Sale Agreement. Once the Purchase and Sale
Agreement is  finalized,  the  Partnership  will submit the proposed sale to the
Limited Partners for approval.

If the  Limited  Partners  approve  the  sale  and the  sale is  completed,  the
Partnership anticipates that it will distribute the proceeds of this sale to the
partners and terminate its existence during 2005.

A report of the  completion of the proposed  Purchase and Sale Agreement and the
terms set forth therein, will be made on Form 8-K as required.

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 six-month  periods ended June
30, 2004 and 2003,  was $1,649 and $1,542,  respectively.  Net cash  provided by
operating  activities  increased  $107,  or 7% between  the  periods  due to the
fluctuations in due from affiliates,  net, and net (loss) earnings, adjusted for
non-cash transactions,  offset by the fluctuations in gross accounts receivable.
The 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 in fluctuations in these amounts.  Net earnings (loss),  adjusted for
non-cash transactions,  increased primarily due to an increase in rental income,
which is discussed  more fully under  "Results of  Operations."  Gross  accounts
receivable  increased $55 for the six-month period ended June 30, 2004 primarily
due to the increase in rental income. The increase in gross accounts  receivable
of $14 for the  comparable  period in 2003 was  primarily due to the increase in
rental  income,  offset by the  decrease  in the  average  collection  period of
accounts receivable.

Cash from Sale of Containers

Current  Uses:  For the  six-month  periods  ended June 30, 2004 and 2003,  cash
provided  by  investing  activities  (the sale of  containers)  was $84 and $59,
respectively.  The increase of $25, or 42%, was primarily due to the Partnership
selling  more  containers  during the  six-month  period  ended  June 30,  2004,
compared to the equivalent  period in 2003. The increase was partially offset by
a lower average sales price received on container  sales.  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.

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 half 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. If the currently  contemplated sale of the  Partnership's  fleet does not
occur and the fleet  ages,  the  Partnership  expects  the  number of  off-lease
containers  sold to  increase  and the  average  sales  price  received  for its
containers to decrease. 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:  During the six-month period ended June 30, 2004, the Partnership
declared cash  distributions to limited  partners  pertaining to the period from
December 2003 through May 2004 in the amount of $924,  which  represented  $0.50
per unit. On a cash basis,  as reflected in 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,  all of these  distributions  were a return of
capital.

Capital Commitments:  Container purchases

For the  six-month  period  ended  June 30,  2004,  net cash  used in  investing
activities  (the  purchase  of  containers)  was  $272 and  $308,  respectively.
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 June 30, 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.
<PAGE>
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 six-month periods ended June 30, 2004 and 2003:

                                                       2004        2003
                                                       ----        ----

        Beginning container fleet...............     12,282      11,713
        Ending container fleet..................     12,173      11,827
        Average container fleet.................     12,228      11,770

The average  container fleet  increased 4% from the six-month  period ended June
30, 2003 to the same period in 2004.

Utilization

Rental  income and direct  container  expenses are also  affected by the average
utilization of the container fleet,  which was 88% and 84% on average during the
six-month  periods  ended June 30, 2004 and 2003,  respectively.  The  remaining
container fleet is off-lease and is being stored  primarily at a large number of
storage  depots.  At June  30,  2004  and  2003,  utilization  was 94% and  87%,
respectively, and the Partnership's off-lease containers (in units) were located
in the following locations:

                                                    2004           2003
                                                    ----           ----

        Americas                                     394            746
        Europe                                       119            372
        Asia                                         149            394
        Other                                         22             56
                                                     ---          -----
        Total off-lease containers                   684          1,568
                                                     ===          =====

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
5% from the six-month  period ended June 30, 2003 compared to the same period in
2004,  primarily  due to the  declines in both master  lease and long term lease
rates. 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 both June
30, 2004 and 2003, 49% 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 June 30, 2004 and 2003:

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

                                         2004      2003        2004      2003
                                         ----      ----        ----      ----

(Loss) income from operations         ($3,459)   $  135     ($3,282)   $  425
Rental income                          $1,396    $1,316      $2,788    $2,725

Percent change from previous
year in:
   Utilization                             8%       35%          5%       38%
   Average container fleet size            3%        1%          4%        1%
   Average rental rates                   (6%)     (8%)         (5%)     (10%)


The loss from operations for the three and six-month periods ended June 30, 2004
resulted  primarily  from the write down of the  Partnership's  containers.  See
"Other Income and Expenses:  Write Down of Containers," and "Critical Accounting
Policies and Estimates: Container Impairment Estimates."
<PAGE>

The Partnership's  rental income increased $63, or 2%, from the six-month period
ended June 30, 2003 to the comparable period in 2004. The increase was due to an
increase in container rental income,  offset by a slight decline in other rental
income,  which is discussed  below.  Income from  container  rentals,  the major
component of total revenue, increased $92, or 4% from the six-month period ended
June 30,  2003 to the same period in 2004,  primarily  due to the  increases  in
average on-hire utilization and container fleet size. The increase was partially
offset by the decline in average rental rates as detailed in the above table.

The increase in rental income of $80, or 6%, from the  three-month  period ended
June 30, 2003 to the comparable  period in 2004 was attributable to increases in
container rental income and other rental income.  Income from container  rentals
increased  $69, or 6%,  primarily  due to the  increase  in the average  on-hire
utilization,  offset by the decrease 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 August.  Additionally,  the recent
increases in new container  prices have caused lease rates to stabilize and even
increase for new long term leases.  Nevertheless,  these  improvements in rental
rates did not begin until March of 2004,  which still left the Partnership  with
an overall decline in its rental rates when compared to the comparable period in
2003, as indicated above under the discussion of "Rental Rates."

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.  If
the currently  contemplated sale of the  Partnership's  fleet does not occur and
the Partnership's fleet ages, sales of off-lease  containers in these low demand
locations may  continue,  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  six-month  period ended June 30, 2004,  other rental income was $380, a
decrease of $29 from the  equivalent  period in 2003. The decrease was primarily
due to a decrease in location income of $60, offset by an increase in DPP income
of $29.

Other rental income was $155 for the three-month  period ended June 30, 2004, an
increase of $11 from the  equivalent  period in 2003. The increase was primarily
due to increases in DPP and handling income of $6 and $5, respectively.

Direct Container Expenses

Direct container  expenses were comparable at $742 and $734 during the six-month
periods ended June 30, 2004 and 2003. Although storage expense declined $25 from
the six-month period ended June 30, 2003 to the same period in 2004, the decline
was more than  offset by slight  increases  in various  other  direct  container
expenses such as maintenance and DPP. Storage expense decreased primarily due to
the  increase in  utilization  noted above,  offset by a slight  increase in the
average storage cost per container.

The decrease in direct  container  expenses of $23, or 6%, from the  three-month
period ending June 30, 2003 to the equivalent  period in 2004, was primarily due
the decrease in storage expense of $33. Storage expense decreased  primarily due
to the increase in utilization  noted above,  offset by a slight increase in the
average storage cost per container.

Bad Debt Expense or Benefit

Bad debt expense was $30 and $13 for the  six-month  periods ended June 30, 2004
and 2003,  respectively,  and $15 and $21 for the three-month periods ended June
30, 2004 and 2003,  respectively.  Fluctuations  in bad debt expense 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 expenses recorded during the six-month periods ended June
30, 2004 and 2003 reflect higher reserve  estimates,  after  deductions had been
taken  against  the  reserve,  from  December  31, 2003 and 2002.  The  expenses
recorded  during the  three-month  periods  ended June 30, 2004 and 2003 reflect
higher reserve requirements from March 31, 2004 and 2003.

Depreciation Expense

Depreciation  expense increased $50, or 4%, from the six-month period ended June
30, 2003 to the  comparable  period in 2004 and $21, or 4% from the  three-month
period ended June 30, 2003 to the  comparable  period in 2004.  These  increases
were primarily due to the increases in the average fleet sizes. For a discussion
of the Partnership's  depreciation policy, see "Critical Accounting Policies and
Estimates: Container Depreciation Estimates."

Write Down of Containers

Write Down of Containers  Held for Continued Use: The  Partnership has evaluated
the  recorded  value  of its  container  fleet  at June 30,  2004,  taking  into
consideration  the  container  sales  prices in the  letter  of  intent  and has
recorded  a write  down of $3,660 to reduce  the  carrying  value of some of the
containers to their  anticipated per unit sales price. See "Critical  Accounting
Policies and Estimates: Container Impairment Estimates."

Specific  Containers  Identified  for Sale: The  Partnership  also evaluates the
recoverability  of  the  recorded  amount  of  container  rental  equipment  for
containers identified for sale in the ordinary course of business and determines
whether a reduction to the carrying  value of these  containers is not required.
To date,  there  have  been no write  downs  recorded  for  specific  containers
identified for sale.

Loss on Sale of Containers

Loss on sale of containers  was $19 and $2 for the six-month  periods ended June
30,  2004 and 2003,  respectively,  and $13 and $6 for the  three-month  periods
ended June 30, 2004 and 2003, respectively. The average sales price received for
container  sales  declined from the three and  six-month  periods ended June 30,
2003 to the same periods in 2004 and the number of  containers  sold between the
periods  increased,  resulting  in the  increased  losses  reported  between the
periods.  The average sales price declined due to the specific  condition of the
containers  sold,  the  type of  container  sold  and the  locations  where  the
containers were sold.

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 and six-month periods ended June 30, 2004 and 2003:

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

                                         2004      2003        2004      2003
                                         ----      ----        ----      ----

     Equipment management fees           $ 98      $ 93        $195      $190
     Incentive management fees             21        21          43        43
                                          ---       ---         ---       ---
       Management fees to affiliates     $119      $114        $238      $233
                                          ===       ===         ===       ===

Equipment  management fees fluctuated based on the fluctuations in rental income
and were  approximately  7% of rental  income  for both the three and  six-month
periods ended June 30, 2004 and 2003.  Incentive management fees were comparable
from the three and six-month  periods ended June 30, 2003 to the same periods in
2004,  as the  amount  of  distributions  paid from  cash  from  operations  was
comparable.

General and administrative  costs to affiliates were comparable at $136 and $132
for the six-month periods ended June 30, 2004 to 2003, respectively, and $68 and
$64 for the three-month periods ended June 30, 2004 an 2003, respectively.

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 and  six-month
periods ended June 30, 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
Operations in Item 1.

Net Earnings (Loss) per Limited Partnership Unit

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

                                         2004      2003        2004      2003
                                         ----      ----        ----      ----

    Net (loss) earnings per limited
      partnership unit                ($ 1.90)    $0.05     ($ 1.83)    $0.18
    Net (loss) earnings allocated
      to limited partners             ($3,508)    $  86     ($3,381)    $ 326

Net earnings/loss per limited  partnership unit fluctuates based on fluctuations
in net  earnings/loss  allocated  to limited  partners  as detailed  above.  The
allocation of net  earnings/loss  for the six-month  periods ended June 30, 2004
and 2003 included a special  allocation of gross income to the General  Partners
of $414, and $61, respectively, in accordance with the Partnership Agreement. As
discussed above, the write down of some of the Partnership's  containers was the
primary reason for the net loss incurred by the Partnership during the three and
six-month periods ended June 30, 2004.

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.

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 9% 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.
<PAGE>
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.

For  containers  not  specifically  identified  as for  sale at June  30,  2004,
management  is using the  anticipated  sales price from its letter of intent for
estimated fair value.  When the recorded value of these  containers was compared
to the estimated sales price, some of the Partnership's  containers had recorded
values higher than the estimated sales price.  The Partnership  wrote down these
containers to the estimated sales price.

In prior  quarters,  management  estimated the fair value of containers held for
continued  use  based  on  estimated  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.  Through  March 31,  2004,  management  had not found the
estimates of future  undiscounted  cash flows to be less than the recorded value
of the Partnership's containers. Therefore, the Partnership had not recorded any
write-downs of containers to be held for continued use through March 31, 2004.

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.
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  Partnership  has  discussed  the sale of its  container  fleet  above under
"Possible  Sale of  Partnership  Assets."  This sale is subject  to  conditions,
including  the  finalization  of the  Purchase  and Sale  Agreement,  completing
negotiations  with the  Purchaser,  and receiving the approval of holders of the
required number of limited  partner units.  There is no assurance that this sale
will be completed.

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
June 30, 2004,  approximately 4% 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.  OTHER INFORMATION

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)   Report on Form 8-K

          The  Registrant  filed a Report  on Form  8-K  dated  July  12,  2004,
          reporting  reaching an agreement in principle to sell the Registrant's
          remaining container fleet.
<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:  September 16, 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                September 16, 2004
Ernest J. Furtado                        Vice President and Secretary





________________________                 President                                      September 16, 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:  September 16, 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                   September 16, 2004
Ernest J. Furtado                           Vice President and Secretary




/s/John A. Maccarone
________________________________            President                                         September 16, 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.

September 16, 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.

September 16, 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 June 30,
2004, as filed on September 16, 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.



September 16, 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 June 30,
2004, as filed on September 16, 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.



September 16, 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.