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


November 19, 2002


Securities and Exchange Commission
Washington, DC  20549

Ladies and Gentlemen:

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  we are
submitting  herewith for filing on behalf of Textainer Equipment Income Fund VI,
L.P. (the "Partnership") the Partnership's Quarterly Report on Form 10-Q for the
Third Quarter ended September 30, 2002.

This filing is being effected by direct  transmission to the Commission's  EDGAR
System.

Sincerely,

Nadine Forsman
Controller

<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549



                                    FORM 10-Q



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


                For the quarterly period ended September 30, 2002


                         Commission file number 0-22337


                    TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
                        A California Limited Partnership
             (Exact name of Registrant as specified in its charter)


                California                                      94-3220152
       (State or other jurisdiction                           (IRS Employer
     of incorporation or organization)                      Identification No.)

    650 California Street, 16th Floor
            San Francisco, CA                                      94108
(Address of Principal Executive Offices)                        (ZIP Code)

                                 (415) 434-0551
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                 Yes [X] No [ ]

<PAGE>
<TABLE>
<CAPTION>

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

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

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



                                                                                                             Page

<S>                                                                                                           <C>
Item 1.   Financial Statements (unaudited)

          Balance Sheets - September 30, 2002
          and December 31, 2001 .............................................................                   3


          Statements of Operations for the three and nine months
          ended September 30, 2002 and 2001..................................................                   4


          Statements of Partners' Capital for the nine months
          ended September 30, 2002 and 2001..................................................                   5


          Statements of Cash Flows for the nine months
          ended September 30, 2002 and 2001..................................................                   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.........................                  21


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

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

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

Balance Sheets

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

                                                                               2002                   2001
                                                                         ----------------       ----------------
<S>                                                                      <C>                    <C>
Assets
Container rental equipment, net of accumulated
   depreciation of $13,241, (2001:  $11,689) (note 4)                    $        21,872        $        23,334
Cash                                                                                 201                    466
Accounts receivable, net of allowance
   for doubtful accounts of $67, (2001:  $51)                                        978                    990
 Due from affiliates, net (note 2)                                                    86                     79
 Prepaid expenses                                                                      -                      5
                                                                         ----------------       ----------------

                                                                         $        23,137        $        24,874
                                                                         ================       ================
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                      $           172        $           204
   Accrued liabilities                                                               220                    186
   Accrued damage protection plan costs                                               63                     52
   Accrued recovery costs                                                             99                    100
   Deferred quarterly distributions                                                   22                     22
   Deferred damage protection plan revenue                                           114                    120
                                                                         ----------------       ----------------

          Total liabilities                                                          690                    684
                                                                         ----------------       ----------------

Partners' capital:
   General partners                                                                    -                      -
   Limited partners                                                               22,447                 24,190
                                                                         ----------------       ----------------

          Total partners' capital                                                 22,447                 24,190
                                                                         ----------------       ----------------

                                                                         $        23,137        $        24,874
                                                                         ================       ================


See accompanying notes to financial statements

</TABLE>

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

Statements of Operations

For the three and nine months ended September 30, 2002 and 2001
(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, 2002      Sept. 30, 2001     Sept. 30, 2002     Sept. 30, 2001
                                                      ----------------    ----------------   ----------------   ----------------
<S>                                                  <C>                 <C>                <C>                <C>
Rental income                                         $         1,205     $         1,227    $         3,259    $         3,779
                                                      ----------------    ----------------   ----------------   ----------------
Costs and expenses:
   Direct container expenses                                      376                 384              1,221              1,146
   Bad debt expense (benefit)                                       9                   6                 18                 (6)
   Depreciation (note 4)                                          583                 515              1,631              1,543
   Professional fees                                               13                   8                 44                 27
   Management fees to affiliates (note 2)                         106                 107                292                346
   General and administrative costs to affiliates (note 2)         59                  59                188                192
   Other general and administrative costs                          23                  11                 70                 35
   Loss (gain) on sale of containers, net                           9                   4                  6                 (2)
                                                      ----------------    ----------------   ----------------   ----------------

                                                                1,178               1,094              3,470              3,281
                                                      ----------------    ----------------   ----------------   ----------------

   Income (loss) from operations                                   27                 133               (211)               498
                                                      ----------------    ----------------   ----------------   ----------------

Interest income                                                     1                   7                  6                 32
                                                      ----------------    ----------------   ----------------   ----------------


   Net earnings (loss)                                $            28     $           140    $          (205)   $           530
                                                      ================    ================   ================   ================

Allocation of net earnings (loss) (note 2):
  General partners                                    $            50     $            58    $           152    $           200
  Limited partners                                                (22)                 82               (357)               330
                                                      ----------------    ----------------   ----------------   ----------------

                                                      $            28     $           140    $          (205)   $           530
                                                      ================    ================   ================   ================

Limited partners' per unit share of
  net earnings (loss)                                 $         (0.01)    $          0.04    $         (0.19)   $          0.18
                                                      ================    ================   ================   ================

Limited partners' per unit share
  of distributions                                    $          0.25     $          0.28    $          0.75    $          0.98
                                                      ================    ================   ================   ================

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, 2002 and 2001
(Amounts in thousands)
(unaudited)
-----------------------------------------------------------------------------------------------------------------------------

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

Distributions                                                             (200)               (1,817)                 (2,017)

Net earnings                                                               200                   330                     530
                                                                ---------------       ---------------         ---------------

Balances at September 30, 2001                                  $            -        $       24,591          $       24,591
                                                                ===============       ===============         ===============

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
                                                                ===============       ===============         ===============


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, 2002 and 2001
(Amounts in thousands)
(unaudited)
---------------------------------------------------------------------------------------------------------------

                                                                             2002                    2001
                                                                       ----------------        ----------------
<S>                                                                   <C>                      <C>
Cash flows from operating activities:
   Net (loss) earnings                                                 $          (205)        $           530
   Adjustments to reconcile net (loss) earnings to
       net cash provided by operating activities:
         Depreciation                                                            1,631                   1,543
         Increase (decrease) in allowance for doubtful accounts                     16                      (8)
         Loss (gain) on sale of containers, net                                      6                      (2)
         (Increase) decrease in assets:
             Accounts receivable                                                    (1)                    275
             Due from affiliates, net                                              (19)                    130
             Prepaid expenses                                                        5                       4
         Increase (decrease) in liabilities:
             Accounts payable and accrued liabilities                                2                     228
             Accrued recovery costs                                                 (1)                     11
             Accrued damage protection plan costs                                   11                     (31)
             Deferred damage protection plan revenue                                (6)                   (124)
                                                                       ----------------        ----------------

                   Net cash provided by operating activities                     1,439                   2,556
                                                                       ----------------        ----------------

Cash flows from investing activities:
   Proceeds from sale of containers                                                137                     166
   Container purchases                                                            (303)                   (618)
                                                                       ----------------        ----------------

                   Net cash used in investing activities                          (166)                   (452)
                                                                       ----------------        ----------------

Cash flows from financing activities:
   Distributions to partners                                                    (1,538)                 (2,033)
                                                                       ----------------        ----------------

                    Net cash used in financing activities                       (1,538)                 (2,033)
                                                                       ----------------        ----------------

Net (decrease) increase in cash                                                   (265)                     71

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

Cash at end of period                                                  $           201         $           960
                                                                       ================        ================


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, 2002 and 2001
(Amounts in thousands)
(unaudited)
--------------------------------------------------------------------------------

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of container purchases, distributions
to partners  and  proceeds  from sale of  containers  which had not been paid or
received by the  Partnership as of September 30, 2002 and 2001, and December 31,
2001 and 2000,  resulting in differences in amounts recorded and amounts of cash
disbursed or received by the  Partnership,  as shown in the  Statements  of Cash
Flows for the nine-month periods ended September 30, 2002 and 2001.

                                                              Sept. 30       Dec. 31       Sept. 30       Dec. 31
                                                                2002          2001           2001          2000
                                                             ----------    ----------     ----------    ----------
<S>                                                            <C>           <C>           <C>           <C>
Container purchases included in:
     Container purchases payable....................            $  -           $  -          $230           $46

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

Proceeds from sale of containers included in:
     Due from affiliates............................              25             37            33            54

The following table summarizes the amounts of container purchases, distributions
to partners and proceeds from sale of containers recorded by the Partnership and
the amounts  paid or received as shown in the  Statements  of Cash Flows for the
nine-month periods ended September 30, 2002 and 2001.


                                                                                             2002          2001
                                                                                             ----          ----

Container purchases recorded...............................................                $  303        $  802
Container purchases paid...................................................                   303           618

Distributions to partners declared.........................................                 1,538         2,017
Distributions to partners paid.............................................                 1,538         2,033

Proceeds from sale of containers recorded..................................                   125           145
Proceeds from sale of containers received..................................                   137           166

The  Partnership  has  entered  into direct  finance  leases,  resulting  in the
transfer of containers from container rental  equipment to accounts  receivable.
The carrying value of containers transferred during the nine-month periods ended
September 30, 2002 and 2001 was $3 and $10, 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 nine months ended September 30, 2002 and 2001
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
--------------------------------------------------------------------------------

Note 1.   General

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

     The accompanying  interim  comparative  financial  statements have not been
     audited by an  independent  public  accountant.  However,  all  adjustments
     (which  were only  normal and  recurring  adjustments)  which  are,  in the
     opinion of management,  necessary to fairly present the financial  position
     of the  Partnership as of September 30, 2002 and December 31, 2001, and the
     results  of its  operations  for the three  and  nine-month  periods  ended
     September 30, 2002 and 2001 and changes in partners' capital and cash flows
     for the  nine-month  periods ended  September 30, 2002 and 2001,  have been
     made.

     The financial  information  presented  herein should be read in conjunction
     with the audited financial statements and other accompanying notes included
     in the Partnership's  annual audited financial statements as of and for the
     year ended December 31, 2001, in the Annual Report filed on Form 10-K.

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

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

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

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

     The Partnership depreciates its container rental equipment based on certain
     estimates related to the container's  useful life and salvage value.  These
     estimates  are based  upon  assumptions  about  future  demand  for  leased
     containers  and the  estimated  sales  price at the end of the  container's
     useful life. 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 August 2001, the Financial  Accounting  Standards  Board ("FASB") issued
     Statement of Financial  Accounting  Standards ("SFAS") No. 144, "Accounting
     for  Impairment or Disposal of Long-Lived  Assets." SFAS No. 144 supercedes
     SFAS No. 121,  "Accounting  for the  Impairment of Long-Lived  Assets to be
     Disposed  of," and  elements of  Accounting  Principles  Board  Opinion 30,
     "Reporting the Results of Operations - Reporting the Effects on Disposal of
     a  Segment  of  a  Business  and  Extraordinary,  Unusual  or  Infrequently
     Occurring Events and Transactions."

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

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

     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  provisions of this Statement are effective for
     exit or disposal  activities  that are initiated  after  December 31, 2002,
     with early  application  encouraged.  The Partnership  anticipates that the
     adoption of SFAS No. 146 will not have a material  impact on its  financial
     statements.

     Certain  reclassifications,  not affecting net earnings  (loss),  have been
     made to  prior  year  amounts  in order to  conform  to the 2002  financial
     statement presentation.

Note 2.   Transactions with Affiliates

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

     In accordance with the Partnership  Agreement,  sections 3.08 through 3.12,
     net earnings or losses and  distributions  are generally  allocated 9.5% to
     the General Partners and 90.5% to the Limited  Partners.  If the allocation
     of distributions  exceeds the allocation of net earnings (loss) 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 during the three and  nine-month  periods  ended  September  30, 2002,
     respectively,  and $21 and $81, respectively, for the comparable periods in
     2001. No equipment liquidation fees were incurred during these periods.

     The  Partnership's  containers  are managed by TEM. In its role as manager,
     TEM has authority to acquire,  hold, manage, lease, sell and dispose of the
     Partnership's  containers.  TEM holds,  for the payment of direct operating
     expenses,  a reserve of cash that has been collected from container leasing
     operations; such cash is included in the amount due from affiliates, net at
     September 30, 2002 and December 31, 2001.

     Subject to certain reductions,  TEM receives a monthly equipment management
     fee equal to 7% of gross revenues  attributable to operating  leases and 2%
     of gross  revenues  attributable  to full  payout  net  leases.  These fees
     totaled $85 and $228 for the three and nine-month  periods ended  September
     30, 2002, respectively,  and $86 and $265, respectively, for the comparable
     periods in 2001.

     Certain  indirect  general  and  administrative  costs  such  as  salaries,
     employee   benefits,   taxes  and  insurance  are  incurred  in  performing
     administrative  services  necessary to the  operation  of the  Partnership.
     These  costs  are   incurred   and  paid  by  TCC  and  TEM.   General  and
     administrative  costs  allocated  to the  Partnership  during the three and
     nine-month periods ended September 30, 2002 and 2001 were as follows:
<PAGE>

                                          Three months            Nine months
                                         ended Sept. 30,        ended Sept. 30,
                                         ---------------        ---------------
                                         2002       2001        2002       2001
                                         ----       ----        ----       ----

          Salaries                        $40        $39        $122       $115
          Other                            19         20          66         77
                                           --         --         ---        ---
            Total general and
               administrative costs       $59        $59        $188       $192
                                           ==         ==         ===        ===

     TEM allocates these general and administrative  costs based on the ratio of
     the Partnership's interest in the managed containers to the total container
     fleet managed by TEM during the period.  TCC allocates these costs based on
     the ratio of the  Partnership's  containers to the total container fleet of
     all limited partnerships managed by TCC. The General Partners allocated the
     following general and  administrative  costs to the Partnership  during the
     three and nine-month periods ended September 30, 2002 and 2001:

                                          Three months            Nine months
                                         ended Sept. 30,        ended Sept. 30,
                                         ---------------        ---------------
                                         2002       2001        2002       2001
                                         ----       ----        ----       ----

           TEM                            $52        $51        $162       $167
           TCC                              7          8          26         25
                                           --         --         ---        ---
             Total general and
                administrative costs      $59        $59        $188       $192
                                           ==         ==         ===        ===

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

                                                           2002            2001
                                                           ----            ----
           Due from affiliates:
                    Due from TEM..................         $110            $106
                                                            ---             ---

           Due to affiliates:
                    Due to TCC....................            7              10
                    Due to TL.....................           17              17
                                                            ---             ---
                                                             24              27
                                                            ---             ---

               Due from affiliates, net                    $ 86            $ 79
                                                            ===             ===

     These amounts  receivable  from and payable to affiliates  were incurred in
     the ordinary course of business  between the Partnership and its affiliates
     and represent timing differences in the accrual and remittance of expenses,
     fees and distributions described above and in the accrual and remittance of
     net rental revenues and container sales proceeds from TEM.

Note 3.  Lease Rental Income

     Leasing income arises principally from the renting of containers to various
     international  shipping lines. Revenue is recorded when earned according to
     the terms of the container rental contracts.  These contracts are typically
     for  terms of five  years or less.  The  following  is the lease mix of the
     on-lease containers (in units) at September 30, 2002 and 2001:


                                                          2002             2001
                                                          ----             ----

         On-lease under master leases                    5,388            4,243
         On-lease under long-term leases                 4,040            3,198
                                                         -----            -----

             Total on-lease containers                   9,428            7,441
                                                         =====            =====
<PAGE>

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

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

         Americas                                          940
         Europe                                            684
         Asia                                              595
         Other                                              80
                                                         -----

             Total off-lease containers                  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 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.  Although
     container prices increased in 2000, these prices declined again in 2001 and
     have  remained low during  2002.  As a result,  the cost of new  containers
     purchased  in recent years is  significantly  less than the average cost of
     containers  purchased  in  prior  years.  The  Partnership   evaluated  the
     recoverability  of the recorded  amount of container  rental  equipment for
     containers  to be  held  for  continued  use  as  well  as  for  containers
     identified  for sale in the  ordinary  course  of  business.  Based on this
     evaluation,  the  Partnership  determined  that  reductions to the carrying
     value of these  containers were not required during the nine-month  periods
     ended September 30, 2002 and 2001.

     The Partnership  will continue to evaluate the  recoverability  of recorded
     amounts of container  rental  equipment  and cautions  that a write-down of
     container  rental  equipment 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, 2002 and 2001. Please refer to the Financial  Statements and
Notes thereto in connection with the following discussion.

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

Liquidity and Capital Resources

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

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

Limited partners are currently receiving monthly  distributions in an annualized
amount equal to 5% of their original  investment.  During the nine-month  period
ended September 30, 2002, the Partnership declared cash distributions to limited
partners  pertaining to the period from December 2001 through August 2002 in the
amount  of  $1,386.  On a cash  basis,  $1,287 of these  distributions  was from
operating activities,  and the balance was from cash provided by previous years'
operating  activities  that  has  not  been  distributed  or  used  to  purchase
containers.  On a financial  statement basis, all of these  distributions were a
return of capital.

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

Net cash  provided by operating  activities  for the  nine-month  periods  ended
September 30, 2002 and 2001, was $1,439 and $2,556,  respectively.  The decrease
of $1,117,  or 44%, is primarily  attributable  to the decrease in net earnings,
adjusted  for  non-cash  transactions  and the  fluctuations  in gross  accounts
receivable and accounts payable and accrued liabilities.  Net earnings, adjusted
for non-cash  transactions,  decreased  primarily  due to the decrease in rental
income  and  increase  in direct  container  expenses.  These  fluctuations  are
discussed more fully in "Results of Operations."  The increase in gross accounts
receivable  of $1 for  the  nine-month  period  ended  September  30,  2002  was
primarily  due to the  increase  in the  average  collection  period of accounts
receivable,  offset by the  decrease  in rental  income.  The  decrease in gross
accounts  receivable of $275 for the comparable period in 2001 was primarily due
to the decreases in rental income and the average  collection period of accounts
receivable.

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

For the nine-month  periods ended  September 30, 2002 and 2001, net cash used in
investing  activities  (the purchase and sale of containers)  was $166 and $452,
respectively.  The  decrease  was due to the  decrease in  container  purchases,
offset  by the  decrease  in  proceeds  from sale of  containers.  Cash used for
container purchases decreased primarily due to the Partnership  purchasing fewer
containers  during the nine-month  period ended September 30, 2002 than the same
period in 2001.  Proceeds from container  sales  decreased  primarily due to the
decrease in the average  container sales price from the nine-month  period ended
September  30,  2002 to the same  period in 2001.  The sales  price  received on
container sales decreased as a result of current market  conditions,  which have
adversely  affected the value of used  containers.  Until demand for  containers
improves  in certain low demand  locations,  the  Partnership  plans to continue
selling some of its containers that are off-lease in these locations. The number
of containers sold, both in low demand  locations and elsewhere,  as well as the
average sales prices,  will affect how much the  Partnership can reinvest in new
containers.

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

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

Results of Operations

The  Partnership's  income (loss) from operations,  which consists  primarily of
rental income less costs and expenses (including container depreciation,  direct
container  expenses,   management  fees,  and  reimbursement  of  administrative
expenses)  was directly  related to the size of the  container  fleet during the
nine-month  periods ended  September 30, 2002 and 2001, as well as certain other
factors as discussed  below.  The following is a summary of the container  fleet
(in units) available for lease during those periods:

                                                          2002             2001
                                                          ----             ----

     Beginning container fleet...............           11,633           11,151
     Ending container fleet..................           11,727           11,505
     Average container fleet.................           11,680           11,328

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

Rental  income and direct  container  expenses are also  affected by the average
utilization of the container fleet,  which was 65% and 72% during the nine-month
periods ended September 30, 2002 and 2001, respectively. The remaining container
fleet is off-lease and is located primarily at a large number of storage depots.
At September 30, 2002, the Partnership's off-lease containers (in units) were in
the following locations:

      Americas                                      940
      Europe                                        684
      Asia                                          595
      Other                                          80
                                                  -----

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

In addition to utilization, rental income is affected by daily rental rates. The
average daily rental rate decreased 10% between the periods. The decrease in the
average  rental  rate was due to  declines  in both  master  and long term lease
rates,  which  are the two  principal  types  of  leases  for the  Partnership's
containers.  The majority of the Partnership's  rental income was generated from
leasing of the Partnership's  containers under master operating  leases,  but an
increasing  percentage of the  Partnership's  containers are 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, 2002 and 2001.

The Partnership's (loss) income from operations for the nine-month periods ended
September 30, 2002 and 2001 was ($211) and $498  respectively,  on rental income
of $3,259 and $3,779,  respectively.  The decrease in rental  income of $520, or
14%, from the nine-month  period ended  September 30, 2001 to the same period in
2002 was  attributable  to the decrease in container  rental  income,  partially
offset by the increase in other rental income,  which is discussed below. Income
from container rentals, the major component of total revenue, decreased $577, or
17%,  primarily due to the decreases in the average  on-hire  utilization of 10%
and average rental rates of 10%,  partially offset by the 3% increase in average
fleet size.

In the fourth  quarter of 2000,  utilization  began to decline and  continued to
decline  during 2001 and the  beginning  of 2002.  This decline was due to lower
overall  demand by shipping lines for leased  containers,  which was primarily a
result of the worldwide economic slowdown.  Two other factors reduced the demand
for leased  containers.  Shipping  lines added larger  vessels to their  fleets,
which  combined with lower cargo volume  growth,  made it easier for them to use
otherwise  empty vessel space to reposition  their own  containers  back to high
demand  locations.  Additionally,  in anticipation of the delivery of these new,
larger  vessels,  many shipping  lines placed large orders for new containers in
2000 and 2001, thus temporarily  reducing their need to lease containers.  These
orders  for  additional  containers  are part of a  general  increase  in vessel
capacity for the shipping lines.  This increase in vessel  capacity  amounted to
12% in 2001. An additional  increase in vessel capacity of approximately  12% is
expected in 2002.

Utilization has improved steadily since March 2002 due to:
o        An increase in export cargo out of Asia
o        Prior repositioning of containers to Asia which placed large quantities
         of containers in areas of high demand
o        Disposal of older  containers and  fewer purchases of new containers by
         both container lessors and shipping lines in  2001 and 2002, resulting
         in an overall better-balanced supply of containers
o        The  labor  disagreement  that is  currently  affecting U.S. West Coast
         ports is having a short-term  positive  effect on demand for containers
         as shipping lines are not able to  reposition enough containers to Asia
         and must lease more containers to meet their customers' demands

This  utilization  improvement has continued into the fourth quarter of 2002 but
the General Partners caution that market  conditions could deteriorate again due
to global  economic  conditions.  Demand for leased  containers  could therefore
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.

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

Current market  conditions  continue to cause a decline in the economic value of
used containers.  The average sales price for containers sold by the Partnership
as well as other  Partnerships  managed by the General  Partners has  decreased.
Additionally,  other Partnerships  managed by the General Partners have recorded
write-downs  and losses on certain older  containers.  Many of these  containers
have been  located in low demand  locations.  There have been no such  losses or
write-downs  recorded by the  Partnership  primarily due to the young age of the
Partnership's  container  fleet.  Sales by the  Partnership  in these low demand
locations have been generally  limited to damaged  containers.  However,  as the
container fleet ages, the Partnership may incur losses and/or write-downs on the
sale of its older containers located in low demand locations, if existing market
conditions  continue.  Should the decline in economic value of continuing to own
such  containers  turn out to be permanent,  the  Partnership may be required to
write-down the value of some of its container rental equipment.

New  container  prices  steadily  declined  from  1995  through  1999.  Although
container prices increased in 2000, these prices declined again in 2001 and have
remained  low  during  the  first  half of 2002.  As a  result,  the cost of new
containers purchased in recent years is significantly less than the average cost
of  containers   purchased  in  prior  years.  The  Partnership   evaluated  the
recoverability  of  the  recorded  amount  of  container  rental  equipment  for
containers to be held for continued use as well as for containers identified for
sale  in the  ordinary  course  of  business.  Based  on  this  evaluation,  the
Partnership determined that reductions to the carrying value of these containers
were not required  during the  nine-month  periods ended  September 30, 2002 and
2001.

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

Other rental income consists of other lease-related items, primarily income from
charges to lessees for dropping off containers in surplus locations less credits
granted to lessees for  leasing  containers  from  surplus  locations  (location
income),  income  from  charges to lessees for  handling  related to leasing and
returning  containers (handling income) and income from charges to lessees for a
Damage  Protection  Plan (DPP).  For the nine-month  period ended  September 30,
2002,  other  rental  income was $445,  an increase  of $57 from the  equivalent
period in 2001.  The  increase  was  primarily  due to the  increase in handling
income of $64.  Handling  income  increased  due to the  increase  in  container
movement and an increase in the average  handling  price  charged per  container
from the nine-month period ended September 30, 2001 to the same period in 2002.

Direct container expenses increased $75, or 7%, from the nine-month period ended
September 30, 2001 to the same period in 2002. The increase was primarily due to
increases in storage and handling expenses of $120 and $38, respectively, offset
by a  decrease  in  repositioning  expense  of $88.  Storage  expense  increased
primarily  due to the  decrease in  utilization  noted above.  Handling  expense
increased  primarily  due to the increase in container  movement.  Repositioning
expense  decreased  due to the  decrease in the average  repositioning  cost per
container,  offset  by an  increase  in the  number of  containers  repositioned
between the periods.

Bad debt expense  (benefit)  was $18 and ($6) for the  nine-month  periods ended
September   30,  2002  and  2001,   respectively.   Fluctuations   in  bad  debt
expense/benefit  reflect the  adjustment to the bad debt allowance and are based
on  management's  then current  estimates of the portion of accounts  receivable
that may not be  collected,  and which will not be covered by  insurance.  These
estimates  are  based  primarily  on  management's  current  assessment  of  the
financial condition of the Partnership's lessees and their ability to make their
required  payments.  The expense  recorded  during the  nine-month  period ended
September  30, 2002 reflects a higher  reserve  estimate from December 31, 2001.
The  benefit  recorded  during the  comparable  period in 2001  reflects a lower
reserve estimate from December 31, 2000.

Depreciation  expense  increased  $88, or 6%, from the  nine-month  period ended
September  30,  2001 to the  comparable  period  in  2002,  primarily  due to an
increase in the  depreciation  rate as a result of changes in estimated  salvage
values as discussed below.

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 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.  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.

Management fees to affiliates  decreased $54, or 16%, from the nine-month period
ended  September 30, 2001 to the comparable  period in 2002, due to decreases in
both  equipment  and  incentive   management  fees.  Equipment  management  fees
decreased due to the decline in rental income,  upon which equipment  management
fees are primarily based.  These fees were approximately 7% of rental income for
both periods.  Incentive  management fees, which are based on the  Partnership's
limited and general  partner  distributions  made from cash from  operations and
partners'  capital  decreased  due  to  the  decrease  in  the  limited  partner
distribution percentage from 7% to 5% of initial partners' capital in July 2001.

General and administrative  costs to affiliates were comparable at $188 and $192
during the nine-month periods ended September 30, 2002 and 2001, respectively.

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

Gain on sale of containers  fluctuated  from a gain of $2 during the  nine-month
period ended September 30, 2001 to a loss of $6 during the comparable  period in
2002.

Net earnings/loss per limited partnership unit fluctuated from earnings of $0.18
to a loss of $0.19 from the  nine-month  period ended  September 30, 2001 to the
same  period  in  2002,   respectively,   reflecting  the   fluctuation  in  net
earnings/loss  allocated to limited  partners from earnings of $330 to a loss of
$357,  respectively.  The  allocation of net  earnings/loss  for the  nine-month
periods ended September 30, 2002 and 2001 included special  allocations of gross
income to the General  Partners of $171 and $150,  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, 2002 and 2001.

The  Partnership's  income from  operations for the  three-month  periods ending
September 30, 2002 and 2001 was $27 and $133, respectively,  on rental income of
$1,205 and $1,227,  respectively.  The decrease in rental  income of $22, or 2%,
from the three-month period ended September 30, 2001 to the comparable period in
2002 was primarily  attributable to the decreases in container rental income and
other rental  income.  Income from container  rentals  decreased $15, or 1%. The
fluctuation  was primarily  due to the decrease in average  rental rates of 14%,
offset by the increases in average  utilization of 12% and average fleet size of
3%.

Other rental  income was $170 for the  three-month  period ended  September  30,
2002,  a decrease of $7 from the  equivalent  period in 2001.  The  decrease was
primarily due to the decrease in location  income of $42, offset by the increase
in  handling  income of $33.  Location  income  decreased  primarily  due to the
increase in credits  granted to lessees for picking up  containers  from certain
locations.  Handling income increased primarily due to the increase in container
movement.

Direct  container  expenses  decreased  $8, or 2%, from the  three-month  period
ending September 30, 2001 to the equivalent period in 2002, primarily due to the
decrease in storage expense of $37,  offset by the increase in handling  expense
of $26.  Storage  expense  decreased  primarily  due to the  increase in average
utilization  noted  above.  Handling  expense  increased  due  to  increases  in
container movement and the average handling charge per container.

Bad debt expense was $6 and $9 for the  three-month periods ended  September 30,
2001 and 2002. The increase in bad debt expense was due to a greater  adjustment
to bad debt allowance  during the  three-month  period ended  September 30, 2002
compared to the same period in 2001.

Depreciation  expense  increased $68, or 13%, from the three-month  period ended
September 30, 2001 to the comparable period in 2002,  primarily due to change in
estimated salvage values used to calculate depreciation expense, as noted above.

Management  fees  to  affiliates  were  comparable  at  $107  and  $106  for the
three-month periods ended September 30, 2001 and 2002.

General and  administrative  costs to affiliates were comparable at $59 for both
the three-month periods ended September 30, 2002 and 2001.

Loss on sale of containers  increased from $4 for the  three-month  period ended
September 30, 2001 to $9 for the equivalent period in 2002.

Net earnings  (loss) per limited  partnership  unit decreased from $0.04 for the
three-month  period ending  September 30, 2001 to ($0.01) for the same period in
2002,  reflecting the  fluctuation in net earnings  (loss)  allocated to limited
partners from $82 to ($22), 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.

Accounting Pronouncement

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

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

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

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 provisions of this Statement are
effective for exit or disposal  activities that are initiated after December 31,
2002, with early application  encouraged.  The Partnership  anticipates that the
adoption  of SFAS  No.  146 will not have a  material  impact  on its  financial
statements.

Risk Factors and Forward Looking Statements

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

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

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

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-14 and 15d-14 of the  Securities  Exchange Act of 1934)
conducted  within  ninety days of the filing date of this  report,  the managing
general partner's  principal  executive officer and principal  financial officer
have found those  controls and  procedures to be  effective.  There have been no
significant  changes in the Partnership's  internal controls or in other factors
that could  significantly  affect these controls subsequent to the date of their
evaluation   including  any  corrective   actions  with  regard  to  significant
deficiencies and material weaknesses.

<PAGE>
<TABLE>
<CAPTION>

Part II

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

    (a)  Exhibits  99.1 and 99.2  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 19, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the  following  persons on behalf of Textainer  Capital
Corporation,  the Managing General Partner of the Registrant,  in the capacities
and on the dates indicated:


Signature                                Title                                          Date

<S>                                       <C>                                           <C>
________________________                 Chief Financial Officer, Senior                November 19, 2002
Ernest J. Furtado                        Vice President and Secretary





________________________                 President                                      November 19, 2002
John A. Maccarone

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


Part II

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

    (a)  Exhibits  99.1 and 99.2  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 19, 2002


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the  following  persons on behalf of Textainer  Capital
Corporation,  the Managing General Partner of the Registrant,  in the capacities
and on the dates indicated:


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


/s/Ernest J. Furtado
_________________________________           Chief Financial Officer, Senior                   November 19, 2002
Ernest J. Furtado                           Vice President and Secretary





/s/John A. Maccarone
_________________________________           President                                         November 19, 2002
John A. Maccarone
</TABLE>

<PAGE>

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 quarterly 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 quarterly report;

3.    Based  on my  knowledge, the  financial  statements,  and  other financial
      information  included  in  this  quarterly  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
      quarterly 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-14 and 15d-14) for the registrant and we
      have:

      a.)   designed  such  disclosure  controls  and  procedures 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
            quarterly report is being prepared;

      b.)   evaluated the  effectiveness of the registrant's disclosure controls
            and procedures  as of a date within 90 days prior to the filing date
            of this quarterly report ( the "Evaluation Date"); and

      c.)   presented   in  this  quarterly  report our  conclusions  about  the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers  and I have disclosed, based on
      our  most recent evaluation,  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 in the design  or operation of internal
            controls which  could  adversely affect the registrant's  ability to
            record,  process,  summarize and  report  financial  data  and  have
            identified  for the registrant's  auditors any  material  weaknesses
            in internal controls; and

      b.)   any  fraud,  whether   or not material, that involves  management or
            other  employees  who  have a  significant  role in the registrant's
           internal controls; and

6.    The registrant's other  certifying officers and I  have  indicated in this
      quarterly report whether or not there were significant changes in internal
      controls  or  in  other  factors  that could significantly affect internal
      controls subsequent to the date  of our most recent  evaluation, including
      any  corrective  actions  with  regard  to  significant  deficiencies  and
      material weaknesses.


      November 19, 2002

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


<PAGE>



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 quarterly 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 quarterly report;

3.    Based  on my  knowledge, the  financial  statements,  and  other financial
      information  included  in  this  quarterly  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
      quarterly 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-14 and 15d-14) for the registrant and we
      have:

      a.)   designed  such  disclosure  controls  and  procedures 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
            quarterly report is being prepared;

      b.)   evaluated the  effectiveness of the registrant's disclosure controls
            and procedures  as of a date within 90 days prior to the filing date
            of this quarterly report ( the "Evaluation Date"); and

      c.)   presented   in  this  quarterly  report our  conclusions  about  the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers  and I have disclosed, based on
      our  most recent evaluation,  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 in the design  or operation of internal
            controls which  could  adversely affect the registrant's  ability to
            record,  process,  summarize and  report  financial  data  and  have
            identified  for the registrant's  auditors any  material  weaknesses
            in internal controls; and

      b.)   any  fraud,  whether   or not material, that involves  management or
            other  employees  who  have a  significant  role in the registrant's
           internal controls; and

6.    The registrant's other  certifying officers and I  have  indicated in this
      quarterly report whether or not there were significant changes in internal
      controls  or  in  other  factors  that could significantly affect internal
      controls subsequent to the date  of our most recent  evaluation, including
      any  corrective  actions  with  regard  to  significant  deficiencies  and
      material weaknesses.



      November 19, 2002

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

<PAGE>




                                  EXHIBIT 99.1



                            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,  2002,  as filed on  November  19,  2002 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 19, 2002



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

<PAGE>




                                  EXHIBIT 99.2



                            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,  2002,  as filed on  November  19,  2002 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 19, 2002



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