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


November 12, 2003


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
Third Quarter ended September 30, 2003.

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 September 30, 2003


                         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 September 30, 2003

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



                                                                                                               Page
<S>                                                                                                              <C>

Part I   Financial Information

Item 1.   Financial Statements (unaudited)

          Balance Sheets - September 30, 2003
          and December 31, 2002 ............................................................................      3


          Statements of Operations for the three and nine months
          ended September 30, 2003 and 2002.................................................................      4


          Statements of Partners' Capital for the nine months
          ended September 30, 2003 and 2002.................................................................      5


          Statements of Cash Flows for the nine months
          ended September 30, 2003 and 2002.................................................................      6


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


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


Item 3.   Quantitative and Qualitative Disclosures about Market Risk........................................     20


Item 4.   Controls and Procedures...........................................................................     20


Part II  Other Information

Item 6.   Exhibits and Reports on Form 8-K..................................................................     21


</TABLE>


<PAGE>

<TABLE>
<CAPTION>

Balance Sheets

September 30, 2003 and December 31, 2002
(Amounts in thousands)
(unaudited)
----------------------------------------------------------------------------------------------------------------

                                                                               2003                   2002
                                                                         ----------------       ----------------
<S>                                                                       <C>                      <C>
Assets
Container rental equipment, net of accumulated
   depreciation of $15,492, (2002: $13,814) (note 4)                     $        20,320        $        21,258
Cash                                                                               1,015                    506
Accounts receivable, net of allowance
   for doubtful accounts of $87, (2002: $60)                                         964                  1,045
 Due from affiliates, net (note 2)                                                    81                     59
 Prepaid expenses                                                                      -                      8
                                                                         ----------------       ----------------

                                                                         $        22,380        $        22,876
                                                                         ================       ================
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                      $           120        $            98
   Accrued liabilities                                                               202                    236
   Accrued damage protection plan costs                                              121                     77
   Accrued recovery costs                                                            108                    100
   Deferred quarterly distributions                                                   23                     23
   Deferred damage protection plan revenue                                           114                    114
   Container purchases payable                                                       446                      -
                                                                         ----------------       ----------------

          Total liabilities                                                        1,134                    648
                                                                         ----------------       ----------------

Partners' capital:
   General partners                                                                    -                      -
   Limited partners                                                               21,246                 22,228
                                                                         ----------------       ----------------

          Total partners' capital                                                 21,246                 22,228
                                                                         ----------------       ----------------

                                                                         $        22,380        $        22,876
                                                                         ================       ================


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 nine months ended September 30, 2003 and 2002
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
------------------------------------------------------------------------------------------------------------------------------------


                                                       Three months       Three months      Nine months         Nine months
                                                          Ended               Ended            Ended               Ended
                                                      Sept. 30, 2003     Sept. 30, 2002    Sept. 30, 2003      Sept. 30, 2002
                                                      ---------------    ---------------   ---------------     ---------------
<S>                                                  <C>                 <C>               <C>                <C>
Rental income                                         $        1,317     $        1,205    $        4,043      $        3,259
                                                      ---------------    ---------------   ---------------     ---------------
Costs and expenses:
    Direct container expenses                                    400                376             1,134               1,221
    Bad debt expense                                              18                  9                31                  18
    Depreciation (note 4)                                        584                583             1,746               1,631
    Professional fees                                              3                 13                10                  44
    Management fees to affiliates (note 2)                       114                106               348                 292
    General and administrative costs to
      affiliates (note 2)                                         66                 59               198                 188
    Other general and administrative costs                         9                 23                26                  70
    (Gain) loss  on sale of containers                            (3)                 9                (1)                  6
                                                      ---------------    ---------------   ---------------     ---------------

                                                               1,191              1,178             3,492               3,470
                                                      ---------------    ---------------   ---------------     ---------------

    Income (loss) from operations                                126                 27               551                (211)
                                                      ---------------    ---------------   ---------------     ---------------

Interest income                                                    2                  1                 5                   6
                                                      ---------------    ---------------   ---------------     ---------------

    Net earnings (loss)                               $          128     $           28    $          556      $         (205)
                                                      ===============    ===============   ===============     ===============

Allocation of net earnings (loss) (note 2):
    General partners                                  $           50     $           50    $          152      $          152
    Limited partners                                              78                (22)              404                (357)
                                                      ---------------    ---------------   ---------------     ---------------

                                                      $          128     $           28    $          556      $         (205)
                                                      ===============    ===============   ===============     ===============

Limited partners' per unit share of
    net earnings (loss)                               $         0.04     $        (0.01)   $         0.22      $        (0.19)
                                                      ===============    ===============   ===============     ===============

Limited partners' per unit share
    of distributions                                  $         0.25     $         0.25    $         0.75      $         0.75
                                                      ===============    ===============   ===============     ===============

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 nine months ended September 30, 2003 and 2002
(Amounts in thousands)
(unaudited)
------------------------------------------------------------------------------------------------------------------

                                                                                 Partners' Capital
                                                                --------------------------------------------------
                                                                   General           Limited             Total
                                                                ------------       ------------       ------------
<S>                                                              <C>             <C>                  <C>
Balances at January 1, 2002                                     $         -        $    24,190        $    24,190

Distributions                                                          (152)            (1,386)            (1,538)

Net earnings (loss)                                                     152               (357)              (205)
                                                                ------------       ------------       ------------

Balances at September 30, 2002                                  $         -        $    22,447        $    22,447
                                                                ============       ============       ============

Balances at January 1, 2003                                     $         -        $    22,228        $    22,228

Distributions                                                          (152)            (1,386)            (1,538)

Net earnings                                                            152                404                556
                                                                ------------       ------------       ------------

Balances at September 30, 2003                                  $         -        $    21,246        $    21,246
                                                                ============       ============       ============


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 nine months ended September 30, 2003 and 2002
(Amounts in thousands)
(unaudited)
---------------------------------------------------------------------------------------------------------------

                                                                             2003                    2002
                                                                       ----------------        ----------------
<S>                                                                   <C>                      <C>
Cash flows from operating activities:
   Net earnings (loss)                                                 $           556         $          (205)
   Adjustments to reconcile net earnings (loss) to
       net cash provided by operating activities:
         Depreciation (note 4)                                                   1,746                   1,631
         Increase in allowance for doubtful accounts                                27                      16
         (Gain) loss on sale of containers                                          (1)                      6
         (Increase) decrease in assets:
             Accounts receivable                                                    54                      (1)
             Due from affiliates, net                                              (15)                    (19)
             Prepaid expenses                                                        8                       5
         (Decrease) increase in liabilities:
             Accounts payable and accrued liabilities                              (12)                      2
             Accrued recovery costs                                                  8                      (1)
             Accrued damage protection plan costs                                   44                      11
             Deferred damage protection plan revenue                                 -                      (6)
                                                                       ----------------        ----------------

                   Net cash provided by operating activities                     2,415                   1,439
                                                                       ----------------        ----------------

Cash flows from investing activities:
   Proceeds from sale of containers                                                 78                     137
   Container purchases                                                            (446)                   (303)
                                                                       ----------------        ----------------

                   Net cash used in investing activities                          (368)                   (166)
                                                                       ----------------        ----------------

Cash flows from financing activities:
   Distributions to partners                                                    (1,538)                 (1,538)
                                                                       ----------------        ----------------

                    Net cash used in financing activities                       (1,538)                 (1,538)
                                                                       ----------------        ----------------

Net increase (decrease) in cash                                                    509                    (265)

Cash at beginning of period                                                        506                     466
                                                                       ----------------        ----------------

Cash at end of period                                                  $         1,015         $           201
                                                                       ================        ================


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 nine months ended September 30, 2003 and 2002
(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 September 30, 2003 and 2002, and December 31,
2002 and 2001,  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 nine-month periods ended September 30, 2003 and 2002.

                                                              Sept. 30        Dec. 31        Sept. 30        Dec. 31
                                                                2003            2002            2002           2001
                                                             -----------    -----------     -----------    -----------
<S>                                                            <C>             <C>            <C>          <C>
Container purchases included in:
     Container purchases payable....................            $446             $ -             $ -            $ -

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

Proceeds from sale of containers included in:
     Due from affiliates............................              14               8              25             37

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
nine-month periods ended September 30, 2003 and 2002.


                                                                                                2003           2002
                                                                                                ----           ----

Container purchases recorded....................................................              $  892         $  303
Container purchases paid........................................................                 446            303

Distributions to partners declared..............................................               1,538          1,538
Distributions to partners paid..................................................               1,538          1,538

Proceeds from sale of containers recorded.......................................                  84            125
Proceeds from sale of containers received.......................................                  78            137

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  nine-month  period ended
September 30, 2002 was $3. There were no such  transfers  during the  nine-month
period ended September 30, 2003.

See accompanying notes to financial statements
</TABLE>

<PAGE>


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

Notes To Financial Statements

For the three and nine months ended September 30, 2003 and 2002
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
--------------------------------------------------------------------------------

Note 1.   General

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

     The accompanying  interim  comparative  financial  statements have not been
     audited by an  independent  public  accountant.  However,  all  adjustments
     (which  were only  normal and  recurring  adjustments)  which  are,  in the
     opinion of management,  necessary to fairly present the financial  position
     of the  Partnership as of September 30, 2003 and December 31, 2002, and the
     results  of its  operations  for the three  and  nine-month  periods  ended
     September 30, 2003 and 2002 and changes in partners' capital and cash flows
     for the  nine-month  periods ended  September 30, 2003 and 2002,  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, 2002, in the Annual Report filed on Form 10-K.

     Certain estimates and assumptions were made by the Partnership's management
     that affect the reported  amounts of assets and liabilities and disclosures
     of  contingent  assets  and  liabilities  at  the  date  of  the  financial
     statements  and the  reported  amounts of revenue and  expenses  during the
     reporting period. The Partnership's  management  evaluates its estimates on
     an  on-going  basis,  including  those  related  to  the  container  rental
     equipment, accounts receivable and accruals.

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

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

     The Partnership  maintains  allowances for doubtful  accounts for estimated
     losses  resulting  from  the  inability  of its  lessees  to make  required
     payments.  These allowances are based on management's current assessment of
     the financial  condition of the Partnership's  lessees and their ability to
     make  their  required   payments.   If  the  financial   condition  of  the
     Partnership's  lessees were to  deteriorate,  resulting in an impairment of
     their ability to make payments, additional allowances may be required.

     The Partnership depreciates its container rental equipment based on certain
     estimates related to the container's  useful life and salvage value.  These
     estimates  are based  upon  assumptions  about  future  demand  for  leased
     containers  and the  estimated  sales  price at the end of the  container's
     useful life. 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. As a result, depreciation expense may fluctuate in
     future periods based on fluctuations in these estimates.

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

     In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated
     With  Exit or  Disposal  Activities."  SFAS  No.  146  addresses  financial
     accounting  and  reporting  for  costs  associated  with  exit or  disposal
     activities and nullifies  Emerging  Issues Task Force (EITF) Issue No. 94-3
     "Liability  Recognition for Certain Employee Termination Benefits and Other
     Costs  to  Exit  an  Activity   (including  Certain  Costs  Incurred  in  a
     Restructuring)."  This  Statement  requires  that  a  liability  for a cost
     associated  with  an exit or  disposal  activity  be  recognized  when  the
     liability is incurred.  The Partnership  adopted SFAS No. 146 on January 1,
     2003 and  there  was no  material  impact  on the  Partnership's  financial
     condition, operating results or cash flow.

Note 2.   Transactions with Affiliates

     Textainer Capital  Corporation (TCC) is the managing general partner of the
     Partnership.  Textainer  Equipment  Management  Limited (TEM) and Textainer
     Limited (TL) are the associate  general  partners of the  Partnership.  The
     managing  general partner and associate  general  partners are collectively
     referred to as the General Partners.  The General Partners also act in this
     capacity for other limited  partnerships.  The General  Partners manage and
     control the affairs of the Partnership.

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

     As part of the operation of the  Partnership,  the Partnership is to pay to
     the General Partners an equipment  management fee, an incentive  management
     fee and an equipment  liquidation  fee. These fees are for various services
     provided  in  connection  with the  administration  and  management  of the
     Partnership.  The Partnership  incurred $21 and $64 of incentive management
     fees for the  three  and  nine-month  periods  ended  September  30,  2003,
     respectively,  and $21 and $64, respectively, for the comparable periods in
     2002. No equipment liquidation fees were incurred during these periods.

     The  Partnership's  containers  are managed by TEM. In its role as manager,
     TEM has authority to acquire,  hold, manage, lease, sell and dispose of the
     Partnership's  containers.  TEM holds,  for the payment of direct operating
     expenses,  a reserve of cash that has been collected from container leasing
     operations; such cash is included in the amount due from affiliates, net at
     September 30, 2003 and December 31, 2002.

     Subject to certain reductions,  TEM receives a monthly equipment management
     fee equal to 7% of gross revenues  attributable to operating  leases and 2%
     of gross  revenues  attributable  to full  payout  net  leases.  These fees
     totaled $93 and $284 for the three and nine-month  periods ended  September
     30, 2003, respectively,  and $85 and $228, respectively, for the comparable
     periods in 2002.

     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
     nine-month periods ended September 30, 2003 and 2002 were as follows:

                                          Three months         Nine months
                                         ended Sept. 30,      ended Sept. 30,
                                         ---------------      ---------------
                                         2003       2002      2003       2002
                                         ----       ----      ----       ----

          Salaries                        $34        $40      $108       $122
          Other                            32         19        90         66
                                           --         --       ---        ---
            Total general and
               administrative costs       $66        $59      $198       $188
                                           ==         ==       ===        ===

     TEM allocates these general and administrative  costs based on the ratio of
     the Partnership's interest in the managed containers to the total container
     fleet managed by TEM during the period.  TCC allocates these costs based on
     the ratio of the  Partnership's  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
     nine-month periods ended September 30, 2003 and 2002:

                                          Three months         Nine months
                                         ended Sept. 30,      ended Sept. 30,
                                         ---------------      ---------------
                                         2003       2002      2003       2002
                                         ----       ----      ----       ----

           TEM                            $56        $52      $171       $162
           TCC                             10          7        27         26
                                           --         --       ---        ---
             Total general and
                administrative costs      $66        $59      $198       $188
                                           ==         ==       ===        ===
<PAGE>

     The  General  Partners  may acquire  containers  in their own name and hold
     title on a temporary basis for the purpose of facilitating  the acquisition
     of such containers for the  Partnership.  The containers may then be resold
     to the  Partnership  on an  all-cash  basis at a price  equal to the actual
     cost, as defined in the Partnership Agreement. One or more General Partners
     may also arrange for the purchase of containers in its or their names,  and
     the  Partnership may then take title to the containers by paying the seller
     directly.


     At September 30, 2003 and December 31, 2002,  due from  affiliates,  net is
     comprised of:

                                                        2003             2002
                                                        ----             ----
           Due from affiliates:
                    Due from TEM...................     $104              $82
                                                         ---               --

           Due to affiliates:
                    Due to TCC.....................        6                7
                    Due to TL......................       17               16
                                                         ---               --
                                                          23               23
                                                         ---               --

               Due from affiliates, net                 $ 81              $59
                                                         ===               ==

     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 September 30, 2003 and 2002:

                                                        2003         2002
                                                        ----         ----

              On-lease under master leases             5,105        5,388
              On-lease under long-term leases          5,129        4,040
                                                      ------        -----

                  Total on-lease containers           10,234        9,428
                                                      ======        =====

     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  of  the  containers  to  the
     Partnership  at any time,  subject  to  certain  restrictions  in the lease
     agreement. Under long-term lease agreements,  containers are usually leased
     from the  Partnership  for  periods of between  three to five  years.  Such
     leases  are  generally  cancelable  with  a  penalty  at the  end  of  each
     twelve-month  period.  Under direct  finance  leases,  the  containers  are
     usually leased from the  Partnership  for the remainder of the  container's
     useful life with a purchase option at the end of the lease term.

     The remaining containers are off-lease and are located primarily at a large
     number of storage depots. At September 30, 2003 and 2002, the Partnership's
     off-lease containers were located in the following locations:

                                                      2003             2002
                                                      ----             ----

         Americas                                      610              940
         Europe                                        341              684
         Asia                                          837              595
         Other                                          57               80
                                                     -----            -----

             Total off-lease containers              1,845            2,299
                                                     =====            =====

Note 4.  Container Rental Equipment

     Effective July 1, 2002, the Partnership  revised its estimate for container
     salvage  value from a percentage of equipment  cost to an estimated  dollar
     residual value. The effect of this change for both the three and nine-month
     periods ended September 30, 2002 was an increase to depreciation expense of
     $53. 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.  As a result,  depreciation  expense may  fluctuate in
     future periods based on fluctuations in these estimates.

     New  container  prices  steadily  declined  from 1995 through 1999 and have
     remained  low  through  2003.  As a  result,  the  cost  of new  containers
     purchased  in recent years is  significantly  less than the average cost of
     containers  purchased  in  prior  years.  The  Partnership   evaluated  the
     recoverability  of the recorded  amount of container  rental  equipment for
     containers  to be  held  for  continued  use  as  well  as  for  containers
     identified  for sale in the  ordinary  course  of  business.  Based on this
     evaluation,  the  Partnership  determined  that  reductions to the carrying
     value of these  containers were not required during the nine-month  periods
     ended September 30, 2003 and 2002.

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

<PAGE>

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

(Amounts in thousands except for unit and per unit amounts)
--------------------------------------------------------------------------------

The Financial Statements contain information which will assist in evaluating the
financial  condition of the  Partnership  for the three and  nine-month  periods
ended September 30, 2003 and 2002. Please refer to the Financial  Statements and
Notes thereto in connection with the following discussion.

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

Liquidity and Capital Resources

From May 10,  1996  until  April  30,  1997,  the  Partnership  offered  limited
partnership  interests  to the  public.  The  Partnership  received  its minimum
subscription  amount of $1,100 on June 17,  1996,  and raised a total of $36,968
from the offering.

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

Limited partners are currently receiving monthly  distributions in an annualized
amount equal to 5% of their original  investment.  During the nine-month  period
ended September 30, 2003, the Partnership declared cash distributions to limited
partners  pertaining to the period from December 2002 through August 2003 in the
amount of $1,386. On a cash basis, as reflected on the Statements of Cash Flows,
after paying general partner distributions, all of these distributions were from
current year  operating  activities.  On an accrual  basis,  as reflected on the
Statements of Partners' Capital,  $404 of these  distributions were from current
year earnings and the remaining $982 was a return of capital.

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

Net cash  provided by operating  activities  for the  nine-month  periods  ended
September 30, 2003 and 2002, was $2,415 and $1,439,  respectively.  The increase
of $976,  or 68%, is  primarily  attributable  to  fluctuations  in net earnings
(loss),  adjusted for  non-cash  transactions,  gross  accounts  receivable  and
accrued damage protection plan costs. Net earnings (loss), adjusted for non-cash
transactions,  fluctuated primarily due to the increase in rental income and the
decrease in direct  container  expenses.  These  fluctuations are discussed more
fully in "Results of Operations."  The decrease in gross accounts  receivable of
$54 during the nine-month  period ended  September 30, 2003 was primarily due to
the decrease in the average collection period of accounts receivable,  offset by
the increase in rental income.  The increase in gross accounts  receivable of $1
during the  comparable  period in 2002 was  primarily due to the increase in the
average  collection  period of accounts  receivable,  offset by the  decrease in
rental income.  The increase in accrued damage  protection plan costs during the
nine-month  period ended  September 30, 2003 was primarily due to an increase in
the number of units covered under the plan.

At  September  30,  2003,  the   Partnership  had  no  commitments  to  purchase
containers.

For the nine-month  periods ended  September 30, 2003 and 2002, net cash used in
investing  activities  (the purchase and sale of containers)  was $368 and $166,
respectively.  Net cash used in investing  activities  increased $202 due to the
increase in cash used for container  purchases and the decrease in proceeds from
container  sales.  Cash  used  for  container  purchases  increased  during  the
nine-month  period September 30, 2003 primarily due to an increase in the number
of containers  purchased and paid for.  Proceeds from container  sales decreased
due to decreases in the average sales price  received on container  sales and in
the number of containers sold. Most of the containers sold were damaged, however
some containers were not damaged,  but were sold in low demand locations.  Until
demand for containers improves in certain low demand locations,  the Partnership
plans to continue  selling some of its  containers  that are  off-lease in these
locations  rather than incur the expense of  repositioning  them.  The number of
containers  sold,  both in low demand  locations and  elsewhere,  as well as the
average sales prices,  will affect how much the  Partnership can reinvest in new
containers.

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

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

Results of Operations

The  Partnership's  income (loss) from operations,  which consists  primarily of
rental income less costs and expenses (including container depreciation,  direct
container  expenses,   management  fees,  and  reimbursement  of  administrative
expenses)  was directly  related to the size of the  container  fleet during the
nine-month  periods ended  September 30, 2003 and 2002, as well as certain other
factors as discussed  below.  The following is a summary of the container  fleet
(in units) available for lease during those periods:


                                                         2003             2002
                                                         ----             ----

        Beginning container fleet...............       11,713           11,633
        Ending container fleet..................       12,079           11,727
        Average container fleet.................       11,896           11,680

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

Rental  income and direct  container  expenses are also  affected by the average
utilization of the container fleet,  which was 85% and 65% during the nine-month
periods ended September 30, 2003 and 2002, respectively. The remaining container
fleet is off-lease  and is being  stored  primarily at a large number of storage
depots.  At  September  30,  2003  and  2002,   utilization  was  85%  and  80%,
respectively,  and the Partnership's off-lease containers (in units) were in the
following locations:

                                                      2003             2002
                                                      ----             ----

         Americas                                      610              940
         Europe                                        341              684
         Asia                                          837              595
         Other                                          57               80
                                                     -----            -----

             Total off-lease containers              1,845            2,299
                                                     =====            =====

In addition to utilization, rental income is affected by daily rental rates. The
average daily rental rate for the Partnership's  containers decreased 9% between
the periods.  Average rental rates declined primarily due to the decline in long
term lease  rates.  The  decline in average  rental  rates under  master  leases
between the periods was minor. The majority of the  Partnership's  rental income
was  generated  from  leasing  of  the  Partnership's  containers  under  master
operating leases, but in the past several years an increasing  percentage of the
Partnership's containers have been on lease under long term leases. At September
30, 2003 and 2002,  50% and 43%,  respectively,  of the  Partnership's  on-lease
containers were on lease under long term leases. Long term leases generally have
lower rental rates than master  leases  because the lessees have  contracted  to
lease the containers for several years and cannot return the containers prior to
the  termination  date  without a penalty.  Fluctuations  in rental  rates under
either type of lease generally will affect the Partnership's operating results.

The  following is a comparative  analysis of the results of  operations  for the
nine-month periods ended September 30, 2003 and 2002.

The Partnership's income (loss) from operations for the nine-month periods ended
September 30, 2003 and 2002 was $551 and ($211), respectively,  on rental income
of $4,043 and $3,259,  respectively.  The increase in rental  income of $784, or
24%, from the nine-month  period ended  September 30, 2002 to the same period in
2003 was  attributable  to the increases in container  rental income   and other
rental income,  which is discussed  below.  Income from container  rentals,  the
major component of total revenue,  increased $668, or 24%,  primarily due to the
increase in the average  on-hire  utilization of 31%,  offset by the decrease in
average rental rates of 9%.

Beginning  in March 2002,  utilization  began to improve and  improved  steadily
through the end of 2002.  Utilization  declined slightly in the first quarter of
2003, which is traditionally a slow period for container demand, improved during
the second quarter and was stable in the third quarter of 2003.  Utilization has
remained  relatively strong due to a large volume of export cargo out of Asia, a
larger percentage of containers under long term lease and efforts by the General
Partners to reduce the  quantities of containers  that can be redelivered in low
demand  locations.  However,  rental rates continued to slowly decline primarily
due to low new  container  prices,  low interest  rates and low rates offered by
competitors.  The  General  Partners  are  cautiously  optimistic  that  current
utilization  levels can be maintained  during the next several months.  However,
the General Partners caution that market  conditions could deteriorate again due
to global economic and political conditions.  Demand for leased containers could
therefore  weaken  again and result in a decrease  in  utilization  and  further
declines in lease rates and  container  sale  prices,  adversely  affecting  the
Partnership's operating results.

Although demand for leased containers has improved,  the trade imbalance between
Asia  and  the  Americas  continues.  As  a  result,  a  large  portion  of  the
Partnership's  off-lease  containers are located in low demand  locations in the
Americas  as  detailed  in the  above  chart.  For  these  and  other  off-lease
containers,  the Partnership  determines whether these containers should be sold
or held for  continued  use.  The  decision to sell  containers  is based on the
current  expectation  that the economic  benefit of selling these  containers is
greater  than  the  estimated  economic  benefit  of  continuing  to  own  these
containers.   Although  the  majority  of  the  containers   sold  were  damaged
containers,  the Partnership sold some undamaged containers located in the lower
demand locations.

New container prices steadily  declined from 1995 through 1999 and have remained
low through 2003. As a result,  the cost of new  containers  purchased in recent
years is  significantly  less than the average cost of  containers  purchased in
prior years. The Partnership evaluated the recoverability of the recorded amount
of container  rental  equipment  for  containers to be held for continued use as
well as for containers  identified for sale in the ordinary  course of business.
Based on this  evaluation,  the  Partnership  determined  that reductions to the
carrying  value of these  containers  were not  required  during the  nine-month
periods ended September 30, 2003 and 2002. However,  other Partnerships  managed
by the General  Partners have recorded  write-downs  and losses on certain older
containers.  Many of these containers have been located in low demand locations.
There  have  been no such  losses or  write-downs  recorded  by the  Partnership
primarily due to the young age of the  Partnership's  container  fleet. As noted
above,  sales by the  Partnership  in  these  low  demand  locations  have  been
generally limited to damaged  containers.  However, as the container fleet ages,
the  Partnership  may incur losses and/or  write-downs  on the sale of its older
containers  located in low  demand  locations,  if  existing  market  conditions
continue.  The  Partnership  will continue to evaluate  whether  write-downs are
necessary for its container rental equipment.

Additionally,  current market  conditions  have caused a decline in the economic
value of used containers. The average sales prices for containers sold by TEM on
behalf of the  Partnership as well as other  container  owners have decreased in
recent years.  The decrease was  primarily  due to a surplus of used  containers
available  for sale.  In 2003,  the  value of used  containers  appears  to have
stabilized  and the  fluctuations  in  average  sales  prices  during  2003  are
primarily  a function  of the type of  container  sold and the  location  of the
container.

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 nine-month  period ended  September 30,
2003,  other  rental  income was $560,  an increase of $116 from the  equivalent
period in 2002.  The increase was primarily due to increases in location and DPP
income of $97 and $67, respectively,  offset by a decrease in handling income of
$56.  Location income increased  primarily due to the increase in charges to one
lessee who required containers to be delivered to specific locations. DPP income
increased  primarily  due to the  increase in the number of  containers  covered
under DPP.  Handling  income  decreased  primarily due to a decline in container
movement.

Direct container expenses decreased $87, or 7%, from the nine-month period ended
September 30, 2002 to the same period in 2003. The decrease was primarily due to
the decrease in storage expense of $363, offset by the increase in repositioning
expense of $275.  Storage  expense  decreased due to the increase in utilization
noted  above  and the  decrease  in the  average  storage  cost  per  container.
Repositioning  expense increased due to an increase in the average repositioning
costs  due to (i)  expensive  repositioning  moves  related  to one  lessee  who
required  containers to be delivered to certain locations as discussed above and
(ii) longer average  repositioning  moves. This increase was partially offset by
the decline in the number of containers repositioned between the periods.

Bad debt expense was $31 and $18 for the nine-month  periods ended September 30,
2003 and  2002,  respectively.  Fluctuations  in bad debt  expense  reflect  the
adjustment 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.  The  expenses  recorded  during the
nine-month  periods  ended  September 30, 2002 and 2003 reflect  higher  reserve
estimates,  after  deductions had been taken against the reserve,  from December
31, 2001 and 2002.

Depreciation  expense  increased  $115, or 7%, from the nine-month  period ended
September 30, 2002 to the comparable  period in 2003. The increase was primarily
due to an  increase  in the  depreciation  rate as a result  of the  Partnership
revising its estimate for container salvage value from a percentage of equipment
cost  to an  estimated  dollar  residual  value  effective  July  1,  2002.  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.  As a
result,   depreciation   expense  may  fluctuate  in  future  periods  based  on
fluctuations in these estimates.

Management fees to affiliates  increased $56, or 19%, from the nine-month period
ended September 30, 2002 to the comparable  period in 2003. The increase was due
to an increase in equipment management fees, which increased due to the increase
in rental income,  upon which  equipment  management  fees are primarily  based.
These fees were  approximately  7% of rental income for both periods.  Incentive
management  fees,  which  are based on the  Partnership's  limited  and  general
partner  distributions made from cash from operations and partners' capital were
$64 for both nine-month periods ended September 30, 2003 and 2002.

General and  administrative  costs to affiliates  increased $10, or 5%, from the
nine-month  period   ended  September  30, 2002 to the same period in 2003.  The
increase was  primarily due to an increase in the  allocation of overhead  costs
from TEM.

The  Partnership  Agreement  provides  for the  ongoing  payment to the  General
Partners of the management fees and the reimbursement of the expenses  discussed
above.  Since these fees and expenses are  established  by the  Agreement,  they
cannot be considered the result of arms' length negotiations with third parties.
The Partnership Agreement was formulated at the Partnership's  inception and was
part of the terms  upon which the  Partnership  solicited  investments  from its
limited partners. The business purpose of paying the General Partners these fees
is to  compensate  the  General  Partners  for the  services  they render to the
Partnership.  Reimbursement  for  expenses  is made to offset  some of the costs
incurred by the General  Partners in managing the  Partnership and its container
fleet.  More details about these fees and expenses are included in footnote 2 to
the Financial Statements.

Other general and administrative  costs decreased $44 from the nine-month period
ended  September 30, 2002 to the same period in 2003. The decrease was primarily
due to decreases in other service fees between the periods.

Gain (loss) on sale of containers was $1 and ($6) during the nine-month  periods
ended September 30, 2003 and 2002, respectively.

Net earnings/(loss) per limited partnership unit fluctuated from a loss of $0.19
during the  nine-month  period  ended  September  30,  2002 to earnings of $0.22
during the same period in 2003, respectively,  reflecting the fluctuation in net
earnings/(loss) allocated to limited partners from a loss of $357 to earnings of
$404  respectively.  The  allocation of net  earnings/(loss)  for the nine-month
periods ended September 30, 2003 and 2002 included special  allocations of gross
income to the General Partners of $99 and $171, respectively, in accordance with
the Partnership Agreement.

The  following is a comparative  analysis of the results of  operations  for the
three-month periods ended September 30, 2003 and 2002.

The  Partnership's  income from  operations for the  three-month  periods ending
September 30, 2003 and 2002 was $126 and $27, respectively,  on rental income of
$1,317 and $1,205,  respectively.  The increase in rental income of $112, or 9%,
from the three-month  period ended September 30, 2002 to the same period in 2003
was  attributable  to the  increase  in  container  rental  income,  offset by a
decrease in other rental income.  Income from container  rentals increased $131,
or 13%, primarily due to the increase in the average on-hire utilization of 15%,
offset by the decrease in average rental rates of 5%.

Other rental  income was $151 for the  three-month  period ended  September  30,
2003,  a decrease of $19 from the  equivalent  period in 2002.  The decrease was
primarily  due to  decreases  in handling  and  location  income of $31 and $20,
respectively,  offset  by an  increase  in DPP  income of $31.  Handling  income
decreased primarily due to the decrease in container  movement.  Location income
decreased  primarily  due to the  increase  in credits  granted  to lessees  for
picking up containers at certain locations.  DPP income increased  primarily due
to an increase in the number of containers covered under DPP.

Direct  container  expenses  increased $24, or 6%, from the  three-month  period
ended September 30, 2002 to the equivalent period in 2003,  primarily due to the
increase in  repositioning  expense of $104,  offset by the  decrease in storage
expense  of $75.  Repositioning  expense  increased  due to an  increase  in the
average  repositioning  costs due to longer average  repositioning  moves and an
increase in the number of containers repositioned. Storage expense decreased due
to the increase in utilization noted above and a decrease in the average storage
cost per container.

Bad debt expense was $18 and $9 for the three-month  periods ended September 30,
2003 and 2002,  respectively.  The  expenses  recorded  during  the  three-month
periods ended  September  30, 2003 and 2002 reflect  higher  reserve  estimates,
after  deductions  had been taken  against the  reserve,  from June 30, 2003 and
2002.

Depreciation  expense was  comparable  at $584 and $583  during the  three-month
periods ended September 30, 2003 and 2002.

Management fees to affiliates  increased $8, or 8%, from the three-month  period
ended September 30, 2002 to the comparable  period in 2003 due to an increase in
equipment  management  fees.  Equipment  management  fees  increased  due to the
increase in rental income,  upon which  equipment  management fees are primarily
based and were 7% of rental income for both periods.

General and  administrative  costs to affiliates  increased $7, or 12%, from the
three-month  period  ended  September  30, 2002 to the same period in 2003.  The
increase was primarily due to increases in the allocation of overhead costs from
TEM and TCC.

Other general and administrative costs decreased $14 from the three-month period
ended  September 30, 2002 to the same period in 2003. The decrease was primarily
due to decreases in other service fees between the periods.

Gain (loss) on sale of containers was $3 and ($9) during the three-month periods
ended September 30, 2003 and 2002, respectively.

Net earnings/(loss) per limited partnership unit fluctuated from a loss of $0.01
for the three-month period ended September 30, 2002 to earnings of $0.04 for the
same period in 2003, reflecting the fluctuation in net earnings/(loss) allocated
to limited  partners  from a loss of $22 to earnings of $78,  respectively.  The
allocation of net earnings (loss) included a special  allocation of gross income
to the General Partners in accordance with the Partnership Agreement.

Critical Accounting Policies and Estimates

The Partnership's discussion and analysis of its financial condition and results
of operations are based upon the Partnership's financial statements,  which have
been prepared in accordance with accounting principles generally accepted in the
United States of America.  Certain  estimates and  assumptions  were made by the
Partnership's  management  that  affect  the  reported  amounts  of  assets  and
liabilities and disclosures of contingent  assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. The Partnership's management evaluates its estimates on an
on-going  basis,  including  those  related to the container  rental  equipment,
accounts receivable and accruals.

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

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

The Partnership  maintains allowances for doubtful accounts for estimated losses
resulting  from the  inability of its lessees to make required  payments.  These
allowances  are  based  on  management's  current  assessment  of the  financial
condition of the Partnership's  lessees and their ability to make their required
payments.  If the  financial  condition  of the  Partnership's  lessees  were to
deteriorate,  resulting  in an  impairment  of their  ability to make  payments,
additional  allowances  may  be  required,  which  would  adversely  affect  the
Partnership's operating results.

The  Partnership  depreciates  its container  rental  equipment based on certain
estimates  related to the  container's  useful  life and  salvage  value.  These
estimates are based upon assumptions  about future demand for leased  containers
and the  estimated  sales  price  at the  end of the  container's  useful  life.
Effective  July 1, 2002,  the  Partnership  revised its estimate  for  container
salvage  value  from a  percentage  of  equipment  cost to an  estimated  dollar
residual value. 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. As a result,  depreciation  expense may fluctuate in future
periods based on fluctuations  in these  estimates.  If the estimates  regarding
residual  value and  remaining  useful life of the  containers  were to decline,
depreciation  expense would  increase,  adversely  affecting  the  Partnership's
operating results.

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

Risk Factors and Forward Looking Statements

Although  substantially  all of the  Partnership's  income  from  operations  is
derived from assets employed in foreign operations, virtually all of this income
is  denominated  in United  States  dollars.  The  Partnership's  customers  are
international  shipping  lines,  which transport  goods on  international  trade
routes.  The  domicile  of the lessee is not  indicative  of where the lessee is
transporting  the  containers.  The  Partnership's  business risk in its foreign
operations lies with the  creditworthiness of the lessees, and the Partnership's
ability to keep its containers under lease,  rather than the geographic location
of the  containers or the domicile of the lessees.  The containers are generally
operated on the international high seas rather than on domestic  waterways.  The
containers are subject to the risk of war or other political, economic or social
occurrence  where  the  containers  are used,  which  may  result in the loss of
containers,  which,  in turn,  may have a material  impact on the  Partnership's
results of operations and financial condition.

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

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

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

Inapplicable.

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 most recent fiscal quarter, and which has materially affected,  or
is reasonably  likely materially to affect,  the Partnership's  internal control
over financial reporting.


<PAGE>
<TABLE>
<CAPTION>

Part II

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

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

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

   (b)    Not applicable.




                                   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:  November 12, 2003

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                November 12, 2003
Ernest J. Furtado                        Vice President and Secretary





________________________                 President                                      November 12, 2003
John A. Maccarone
</TABLE>
<PAGE>

<TABLE>
<CAPTION>


Part II

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

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

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

   (b)    Not applicable.



                                   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:  November 12, 2003


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                November 12, 2003
Ernest J. Furtado                           Vice President and Secretary




/s/John A. Maccarone
_________________________________           President                                      November 12, 2003
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.

November 12, 2003

                                    /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.

November 12, 2003

                                /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 September
30,  2003,  as filed on  November  12,  2003 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.



November 12, 2003



                                    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 September
30,  2003,  as filed on  November  12,  2003 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.



November 12, 2003



                             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.