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


August 12, 2003


Securities and Exchange Commission
Washington, DC  20549

Ladies and Gentlemen:

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  we are
submitting  herewith for filing on behalf of Textainer Equipment Income Fund VI,
L.P. (the "Partnership") the Partnership's Quarterly Report on Form 10-Q for the
Second Quarter ended June 30, 2003.

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

Sincerely,

Nadine Forsman
Controller
<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549



                                    FORM 10-Q



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


                  For the quarterly period ended June 30, 2003


                         Commission file number 0-22337


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


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

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

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


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

                                 Yes [X] No [ ]

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

                                 Yes [ ] No [X]




<PAGE>
<TABLE>
<CAPTION>

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

Quarterly Report on Form 10-Q for the
Quarter Ended June 30, 2003

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



                                                                                                             Page
<S>                                                                                                            <C>
Part I   Financial Information

Item 1.   Financial Statements (unaudited)

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


          Statements of Operations for the three and six months
          ended June 30, 2003 and 2002......................................................................    4


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


          Statements of Cash Flows for the six months
          ended June 30, 2003 and 2002......................................................................    6


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


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


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


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


Part II  Other Information

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

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

Balance Sheets

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

                                                                               2003                   2002
                                                                         ----------------       ----------------
<S>                                                                     <C>                    <C>
Assets
Container rental equipment, net of accumulated
   depreciation of $14,922, (2002:  $13,814) (note 4)                    $        20,332        $        21,258
Cash                                                                                 773                    506
Accounts receivable, net of allowance
   for doubtful accounts of $69, (2002:  $60)                                      1,051                  1,045
 Due from affiliates, net (note 2)                                                   140                     59
 Prepaid expenses                                                                      2                      8
                                                                         ----------------       ----------------

                                                                         $        22,298        $        22,876
                                                                         ================       ================
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                      $           125        $            98
   Accrued liabilities                                                               198                    236
   Accrued damage protection plan costs                                              103                     77
   Accrued recovery costs                                                            105                    100
   Deferred quarterly distributions                                                   23                     23
   Deferred damage protection plan revenue                                           114                    114
                                                                         ----------------       ----------------

          Total liabilities                                                          668                    648
                                                                         ----------------       ----------------

Partners' capital:
   General partners                                                                    -                      -
   Limited partners                                                               21,630                 22,228
                                                                         ----------------       ----------------

          Total partners' capital                                                 21,630                 22,228
                                                                         ----------------       ----------------
   Commitments (note 5)
                                                                         $        22,298        $        22,876
                                                                         ================       ================


See accompanying notes to financial statements

</TABLE>

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

Statements of Operations

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


                                                           Three months        Three months          Six months         Six months
                                                               Ended               Ended               Ended              Ended
                                                          June 30, 2003       June 30, 2002        June 30, 2003      June 30, 2002
                                                          --------------      --------------       --------------     --------------
<S>                                                       <C>                <C>                  <C>                 <C>
Rental income                                             $       1,316       $       1,026        $       2,725      $       2,055
                                                          --------------      --------------       --------------     --------------
Costs and expenses:
    Direct container expenses                                       380                 475                  734                845
    Bad debt expense (benefit)                                       21                  (2)                  13                  9
    Depreciation (note 4)                                           582                 524                1,162              1,048
    Professional fees                                                 5                  19                    7                 30
    Management fees to affiliates (note 2)                          114                  93                  233                187
    General and administrative costs to affiliates (note 2)          64                  63                  132                129
    Other general and administrative costs                            9                  24                   17                 47
    Loss (gain) on sale of containers                                 6                  (2)                   2                 (4)
                                                          --------------      --------------       --------------     --------------

                                                                  1,181               1,194                2,300              2,291
                                                          --------------      --------------       --------------     --------------

    Income (loss) from operations                                   135                (168)                 425               (236)
                                                          --------------      --------------       --------------     --------------

Interest income                                                       2                   2                    3                  4
                                                          --------------      --------------       --------------     --------------

    Net earnings (loss)                                   $         137       $        (166)       $         428      $        (232)
                                                          ==============      ==============       ==============     ==============

Allocation of net earnings (loss) (note 2):
    General partners                                      $          51       $          51        $         102      $         102
    Limited partners                                                 86                (217)                 326               (334)
                                                          --------------      --------------       --------------     --------------

                                                          $         137       $        (166)       $         428      $        (232)
                                                          ==============      ==============       ==============     ==============

Limited partners' per unit share of
    net earnings (loss)                                   $        0.05       $       (0.12)       $        0.18      $       (0.18)
                                                          ==============      ==============       ==============    ===============

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

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

See accompanying notes to financial statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

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

Statements of Partners' Capital

For the six months ended June 30, 2003 and 2002
(Amounts in thousands)
(unaudited)
--------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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


See accompanying notes to financial statements

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

Statements of Cash Flows

For the six months ended June 30, 2003 and 2002
(Amounts in thousands)
(unaudited)
---------------------------------------------------------------------------------------------------------------

                                                                             2003                    2002
                                                                       ----------------        ----------------
<S>                                                                     <C>                       <C>
Cash flows from operating activities:
   Net earnings (loss)                                                 $           428         $          (232)
   Adjustments to reconcile net earnings (loss) to
       net cash provided by operating activities:
         Depreciation (note 4)                                                   1,162                   1,048
         Increase in allowance for doubtful accounts                                 9                      11
         Loss (gain) on sale of containers                                           2                      (4)
         (Increase) decrease in assets:
             Accounts receivable                                                   (14)                    117
             Due from affiliates, net                                              (71)                     (8)
             Prepaid expenses                                                        6                       3
         (Decrease) increase in liabilities:
             Accounts payable and accrued liabilities                              (11)                     13
             Accrued recovery costs                                                  5                      (1)
             Accrued damage protection plan costs                                   26                       1
             Deferred damage protection plan revenue                                 -                      (8)
                                                                       ----------------        ----------------

                   Net cash provided by operating activities                     1,542                     940
                                                                       ----------------        ----------------

Cash flows from investing activities:
   Proceeds from sale of containers                                                 59                      88
   Container purchases                                                            (308)                    (62)
                                                                       ----------------        ----------------

                   Net cash (used in) provided by investing activities            (249)                     26
                                                                       ----------------        ----------------

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

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

Net increase (decrease) in cash                                                    267                     (60)

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

Cash at end of period                                                  $           773         $           406
                                                                       ================        ================


See accompanying notes to financial statements
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


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

Statements Of Cash Flows--Continued

For the six months ended June 30, 2003 and 2002
(Amounts in thousands)
(unaudited)
--------------------------------------------------------------------------------

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of container purchases, distributions
to partners  and  proceeds  from sale of  containers  which had not been paid or
received by the  Partnership as of June 30, 2003 and 2002, and December 31, 2002
and 2001,  resulting  in  differences  in amounts  recorded  and amounts of cash
disbursed or received by the  Partnership,  as shown in the  Statements  of Cash
Flows for the six-month periods ended June 30, 2003 and 2002.

                                                               June 30       Dec. 31         June 30        Dec. 31
                                                                2003           2002            2002           2001
                                                             -----------    -----------     -----------    -----------
<S>                                                            <C>            <C>           <C>             <C>
Container purchases included in:
     Container purchases payable....................            $  -            $ -            $287            $ -

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

Proceeds from sale of containers included in:
     Due from affiliates............................              18              8              33             37

The following table summarizes the amounts of container purchases, distributions
to partners and proceeds from sale of containers recorded by the Partnership and
the amounts  paid or received as shown in the  Statements  of Cash Flows for the
six-month periods ended June 30, 2003 and 2002.


                                                                                               2003           2002
                                                                                               ----           ----

Container purchases recorded....................................                             $  308         $  349
Container purchases paid........................................                                308             62

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

Proceeds from sale of containers recorded.......................                                 69             84
Proceeds from sale of containers received.......................                                 59             88

The Partnership may enter into direct finance leases,  resulting in the transfer
of  containers  from  container  rental  equipment to accounts  receivable.  The
carrying value of containers transferred during the six-month periods ended June
30, 2003 and 2002 was $1 and $3, respectively.

See accompanying notes to financial statements

</TABLE>

<PAGE>

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

Notes To Financial Statements

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

Note 1.   General

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

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

     The financial  information  presented  herein should be read in conjunction
     with the audited financial statements and other accompanying notes included
     in the Partnership's  annual audited financial statements as of and for the
     year ended December 31, 2002, in the Annual Report filed on Form 10-K.

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

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

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

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

     The Partnership depreciates its container rental equipment based on certain
     estimates related to the container's  useful life and salvage value.  These
     estimates  are based  upon  assumptions  about  future  demand  for  leased
     containers  and the  estimated  sales  price at the end of the  container's
     useful life. The  Partnership  will evaluate the estimated  residual values
     and remaining  estimated  useful lives on an on-going basis and will revise
     its estimates as needed. As a result, depreciation expense may fluctuate in
     future periods based on fluctuations in these estimates.

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

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

Note 2.   Transactions with Affiliates

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

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

     As part of the operation of the  Partnership,  the Partnership is to pay to
     the General Partners an equipment  management fee, an incentive  management
     fee and an equipment  liquidation  fee. These fees are for various services
     provided  in  connection  with the  administration  and  management  of the
     Partnership.  The Partnership  incurred $21 and $43 of incentive management
     fees for both the three and six-month periods ended June 30, 2002 and 2003,
     respectively.

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

     Subject to certain reductions,  TEM receives a monthly equipment management
     fee equal to 7% of gross revenues  attributable to operating  leases and 2%
     of gross  revenues  attributable  to full  payout  net  leases.  These fees
     totaled  $93 and $190 for the three and  six-month  periods  ended June 30,
     2003,  respectively,  and $72 and $144,  respectively,  for the  comparable
     periods in 2002.

     Certain  indirect  general  and  administrative  costs  such  as  salaries,
     employee   benefits,   taxes  and  insurance  are  incurred  in  performing
     administrative  services  necessary to the  operation  of the  Partnership.
     These  costs  are   incurred   and  paid  by  TCC  and  TEM.   General  and
     administrative  costs  allocated  to the  Partnership  during the three and
     six-month periods ended June 30, 2003 and 2002 were as follows:

                                              Three months        Six months
                                             ended June 30,     ended June 30,
                                             --------------     --------------
                                             2003     2002      2003     2002
                                             ----     ----      ----     ----

               Salaries                       $36      $41      $ 73     $ 82
               Other                           28       22        59       47
                                               --       --       ---      ---
                 Total general and
                    administrative costs      $64      $63      $132     $129
                                               ==       ==       ===      ===

     TEM allocates these general and administrative  costs based on the ratio of
     the Partnership's interest in the managed containers to the total container
     fleet managed by TEM during the period.  TCC allocates these costs based on
     the ratio of the  Partnership's  investors to the total number of investors
     of all limited partnerships managed by TCC or equally among all the limited
     partnerships  managed by TCC. The General Partners  allocated the following
     general and  administrative  costs to the Partnership  during the three and
     six-month periods ended June 30, 2003 and 2002:

                                              Three months        Six months
                                             ended June 30,     ended June 30,
                                             --------------     --------------
                                             2003     2002      2003     2002
                                             ----     ----      ----     ----

                TEM                           $56      $54      $115     $110
                TCC                             8        9        17       19
                                               --       --       ---      ---
                  Total general and
                     administrative costs     $64      $63      $132     $129
                                               ==       ==       ===      ===

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


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

                                                           2003        2002
                                                           ----        ----
                Due from affiliates:
                         Due from TEM..................    $162         $82
                                                            ---          --

                Due to affiliates:
                         Due to TCC....................       5           7
                         Due to TL.....................      17          16
                                                            ---          --
                                                             22          23
                                                            ---          --

                    Due from affiliates, net               $140         $59
                                                            ===          ==

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

Note 3.  Lease Rental Income

     Leasing income arises principally from the renting of containers to various
     international  shipping lines. Revenue is recorded when earned according to
     the terms of the container rental contracts.  These contracts are typically
     for  terms of five  years or less.  The  following  is the lease mix of the
     on-lease containers (in units) at June 30, 2003 and 2002:

                                                           2003         2002
                                                           ----         ----

              On-lease under master leases                5,192        4,526
              On-lease under long-term leases             5,067        3,666
                                                         ------        -----

                  Total on-lease containers              10,259        8,192
                                                         ======        =====

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

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


                                                      2003             2002
                                                      ----             ----

         Americas                                      746              943
         Europe                                        372              742
         Asia                                          394            1,790
         Other                                          56               88
                                                     -----            -----

             Total off-lease containers              1,568            3,563
                                                     =====            =====

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  six-month
     periods ended June 30, 2003 was an increase to depreciation  expense of $52
     and  $106,  respectively.  The  Partnership  will  evaluate  the  estimated
     residual values and remaining  estimated  useful lives on an on-going basis
     and will revise its estimates as needed. As a result,  depreciation expense
     may fluctuate in future periods based on fluctuations in these estimates.

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

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

Note 5.  Commitments

     At June  30,  2003,  the  Partnership  has  committed  to  purchase  50 new
     containers at an approximate  total purchase price of $100. This commitment
     was made to TEM, which as the contracting  party,  has in turn committed to
     purchase these containers on behalf of the Partnership.

<PAGE>

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

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

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

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

Liquidity and Capital Resources

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

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

Limited partners are currently receiving monthly  distributions in an annualized
amount equal to 5% of their  original  investment.  During the six-month  period
ended June 30, 2003,  the  Partnership  declared cash  distributions  to limited
partners  pertaining  to the period from  December  2002 through May 2003 in the
amount of $924. On a cash basis,  as reflected on the  Statements of Cash Flows,
after paying general partner distributions, all of these distributions were from
current year  operating  activities.  On an accrual  basis,  as reflected on the
Statements of Partners' Capital,  $326 of these  distributions were from current
year earnings and the remaining $598 was a return of capital.

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

Net cash provided by operating  activities for the six-month  periods ended June
30, 2003 and 2002, was $1,542 and $940,  respectively.  The increase of $602, or
64%, is primarily attributable to fluctuations in net earnings (loss),  adjusted
for  non-cash  transactions,  offset  by  the  fluctuations  in  gross  accounts
receivable  and due from  affiliates,  net.  Net earnings  (loss),  adjusted for
non-cash transactions, fluctuated primarily due to the increase in rental income
and the decrease in direct container expenses.  These fluctuations are discussed
more fully in "Results of Operations." The increase in gross accounts receivable
of $14 during the six-month  period ended June 30, 2003 was primarily due to the
increase in rental  income,  offset by the  decrease  in the average  collection
period of accounts receivable. The decrease in gross accounts receivable of $117
during the comparable period in 2002 was primarily due to the decrease in rental
income,  offset by the  increase  in the average  collection  period of accounts
receivable.  Fluctuations  in due from  affiliates,  net  resulted  from  timing
differences  in  the  payment  of  expenses,  fees  and  distributions  and  the
remittance of net rental revenues and container  sales  proceeds,  as well as in
fluctuations in these amounts.

At June 30, 2003, the Partnership has committed to purchase 50 new containers at
an approximate  total purchase price of $100. At June 30, 2003, the  Partnership
had  sufficient  cash on  hand  to meet  these  commitments.  In the  event  the
Partnership decides not to purchase the containers,  one of the General Partners
or an affiliate of the General  Partners will acquire the containers for its own
account.

For the  six-month  period  ended  June 30,  2003,  net cash  used in  investing
activities  (the purchase and sale of containers)  was $249 compared to net cash
provided by investing  activities of $26 for the comparable  period in 2002. Net
cash used in investing  activities  increased $275 primarily due to the increase
in cash used for container purchases and the decrease in proceeds from container
sales. Cash used for container  purchases  increased during the six-month period
June 30, 2003 primarily due to timing  differences in the accrual and payment of
these  purchases.  Proceeds from container sales decreased  primarily due to the
decrease in the average sales price received on container sales. The sales price
received on container  sales continued to decrease as a result of current market
conditions,  which have adversely  affected the value of used  containers.  Some
containers  were sold in low  demand  locations.  Until  demand  for  containers
improves  in certain low demand  locations,  the  Partnership  plans to continue
selling some of its containers that are off-lease in these locations rather than
incur the expense of repositioning  them. The number of containers sold, both in
low demand  locations and elsewhere,  as well as the average sales prices,  will
affect how much the Partnership can reinvest in new containers.

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

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

Results of Operations

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

                                                          2003          2002
                                                          ----          ----

         Beginning container fleet...............       11,713        11,633
         Ending container fleet..................       11,827        11,755
         Average container fleet.................       11,770        11,694

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

Rental  income and direct  container  expenses are also  affected by the average
utilization of the container  fleet,  which was 84% and 61% during the six-month
periods  ended June 30, 2003 and 2002,  respectively.  The  remaining  container
fleet is off-lease  and is being  stored  primarily at a large number of storage
depots.  At June 30, 2003 and 2002,  utilization was 87% and 70%,  respectively,
and the  Partnership's  off-lease  containers  (in units) were in the  following
locations:

                                                      2003             2002
                                                      ----             ----

         Americas                                      746              943
         Europe                                        372              742
         Asia                                          394            1,790
         Other                                          56               88
                                                     -----            -----

             Total off-lease containers              1,568            3,563
                                                     =====            =====

In addition to utilization, rental income is affected by daily rental rates. The
average daily rental rate for the Partnership's containers decreased 10% between
the  periods.  Average  rental  rates  declined  under both master and long term
leases,  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 in
the past several years an increasing percentage of the Partnership's  containers
are on lease under long term  leases.  At June 30,  2003 and 2002,  49% and 45%,
respectively,  of the Partnership's on-lease containers were on lease under long
term  leases.  Long term leases  generally  have lower  rental rates than master
leases  because the lessees have  contracted to lease the containers for several
years and cannot return the containers  prior to the termination  date without a
penalty.  Fluctuations in rental rates under either type of lease generally will
affect the Partnership's operating results.

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

The Partnership's  income (loss) from operations for the six-month periods ended
June 30,  2003 and 2002 was $425 and ($236)  respectively,  on rental  income of
$2,725 and $2,055, respectively.  The increase in rental income of $670, or 33%,
from the  six-month  period  ended June 30,  2002 to the same period in 2003 was
attributable  to the  increases in  container  rental  income,  and other rental
income,  which is discussed  below.  Income from  container  rentals,  the major
component  of  total  revenue,  increased  $535,  or 30%,  primarily  due to the
increase in the average  on-hire  utilization of 38%,  offset by the decrease in
average rental rates of 10%.

Beginning  in March 2002,  utilization  began to improve and  improved  steadily
through the end of 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 affected U.S. West Coast ports in the third and
     part of the fourth  quarter had short-term  positive  effects on demand for
     containers as shipping lines were not able to reposition  enough containers
     to Asia and had to lease more containers to meet their customers' demands

Utilization   declined   slightly  in  the  first  quarter  of  2003,  which  is
traditionally  a slow period for container  demand,  and then improved  slightly
during the second quarter of 2003.  Rental rates also declined  slightly in 2003
primarily  due to low new  container  prices,  low interest  rates and low rates
offered by  competitors.  The General  Partners are cautiously  optimistic  that
current utilization levels can be maintained or improved during the next several
months as the peak-shipping season begins. However, the General Partners caution
that  market  conditions  could  deteriorate  again due to global  economic  and
political conditions.  Demand for leased containers could therefore weaken again
and result in a decrease in utilization and further  declines in lease rates and
container sale prices, adversely affecting the Partnership's operating results.

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

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

Additionally,  current  market  conditions  continue  to cause a decline  in the
economic value of used containers.  The average sales prices for containers sold
by the Partnership as well as other Partnerships managed by the General Partners
have  decreased.  The decrease is primarily due to a surplus of used  containers
available for sale.

Other rental income consists of other lease-related items, primarily income from
charges to lessees for dropping off containers in surplus locations less credits
granted to lessees for  leasing  containers  from  surplus  locations  (location
income),  income  from  charges to lessees for  handling  related to leasing and
returning  containers (handling income) and income from charges to lessees for a
Damage  Protection  Plan (DPP).  For the  six-month  period ended June 30, 2003,
other rental income was $410, an increase of $135 from the equivalent  period in
2002. The increase was primarily due to the increase in location income of $117.
Location income increased primarily due to the increase in charges to one lessee
who required containers to be delivered to specific locations.

Direct  container  expenses  decreased  $111, or 13%, from the six-month  period
ended June 30, 2002 to the same period in 2003.  The decrease was  primarily due
to  the  decrease  in  storage  expense  of  $288,  offset  by the  increase  in
repositioning  expense of $171. Storage expense decreased due to the increase in
utilization  noted  above  and the  decrease  in the  average  storage  cost per
container.  Repositioning  expense  increased  due to an increase in the average
repositioning  costs due to (i)  expensive  repositioning  moves  related to one
lessee who required containers to be delivered to certain locations as discussed
above and (ii) longer average  repositioning  moves. This increase was partially
offset by the  decline  in the number of  containers  repositioned  between  the
periods.

Bad debt expense  increased $4, from the six-month period ended June 30, 2002 to
the same  period in 2003.  The  fluctuation  in bad debt  expense  reflects  the
adjustment  to the bad debt  reserve and is based on  management's  then current
estimates of the portion of accounts  receivable that may not be collected,  and
which will not be covered by insurance.  These  estimates are based primarily on
management's  current assessment of the financial condition of the Partnership's
lessees and their ability to make their required payments. The expenses recorded
during  the  six-month  periods  ended June 30,  2002 and 2003  reflect a higher
reserve requirement from December 31, 2001 and 2002.

Depreciation  expense  increased  $114, or 11%, from the six-month  period ended
June 30, 2002 to the comparable period in 2003,  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 six-month  period ended June
30, 2003 was an increase to depreciation  expense of $106. The Partnership  will
evaluate the estimated  residual values and remaining  estimated useful lives on
an  on-going  basis  and will  revise  its  estimates  as  needed.  As a result,
depreciation  expense may fluctuate in future periods based on  fluctuations  in
these estimates.

Management fees to affiliates  increased $46, or 25%, from the six-month  period
ended June 30, 2002 to the comparable period in 2003. The increase was due to an
increase  equipment  management  fees,  which  increased  due to the increase in
rental income,  upon which equipment  management fees are primarily based. These
fees  were  approximately  7% of  rental  income  for  both  periods.  Incentive
management  fees,  which  are based on the  Partnership's  limited  and  general
partner  distributions made from cash from operations and partners' capital were
$43 for both the six-month periods ended June 30, 2003 and 2002.

General and administrative costs to affiliates were comparable at $132 and $129
during the six-month periods ended June 30, 2003 and 2002, 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.

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

Gain (loss) on sale of containers  was ($2) and $4 during the  six-month  period
ended June 30, 2003 and 2002, respectively.

Net earnings/(loss) per limited partnership unit fluctuated from a loss of $0.18
during the six-month  period ended June 30, 2002 to earnings of $0.18 during the
same  period  in  2003,   respectively,   reflecting  the   fluctuation  in  net
earnings/(loss) allocated to limited partners from a loss of $334 to earnings of
$326,  respectively.  The  allocation of net  earnings/(loss)  for the six-month
periods  ended June 30,  2003 and 2002  included  special  allocations  of gross
income to the General Partners of $61 and $124, respectively, in accordance with
the Partnership Agreement.

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

The  Partnership's  income (loss) from  operations for the  three-month  periods
ending  June 30,  2003 and 2002 was $135 and  ($168),  respectively,  on  rental
income of $1,316 and $1,026,  respectively.  The  increase  in rental  income of
$290, or 28%, from the three-month period ended June 30, 2002 to the same period
in 2003 was primarily  attributable to the increases in container  rental income
and other rental income.  Income from container  rentals increased $272, or 30%,
primarily due to the increase in the average on-hire  utilization of 35%, offset
by the decrease in average rental rates of 8%.

Other rental income was $145 for the three-month  period ended June 30, 2003, an
increase of $18 from the  equivalent  period in 2002. The increase was primarily
due to increases in DPP and location  income of $31 and $8, offset by a decrease
in handling income of $20. DPP income increased  primarily due to an increase in
the number of containers covered under DPP. Location income increased  primarily
due to the  increase  in charges to one lessee  who  required  containers  to be
delivered to specific  locations.  Handling income decreased due to the decrease
in  container  movement,  offset by an increase in the  average  handling  price
charged per container.

Direct  container  expenses  decreased $95, or 20%, from the three-month  period
ended  June 30,  2002 to the  equivalent  period in 2003,  primarily  due to the
decrease in storage  expense of $136,  offset by the increases in  repositioning
and DPP expenses of $30 and $25, respectively.  Storage expense decreased due to
the increase in utilization  noted above and the decrease in the average storage
cost per container.  Repositioning  expense  increased due to an increase in the
average repositioning costs due to (i) expensive  repositioning moves related to
one lessee who  required  containers  to be  delivered  to certain  locations as
discussed above and (ii) longer average  repositioning  moves. This increase was
partially offset by the decline in the number of containers repositioned between
the periods.  DPP expense  increased  due to increases in the average DPP repair
cost per container and in the number of containers covered under DPP.

Bad debt (benefit)  expense  fluctuated from a benefit of $2 for the three-month
period  ended June 30,  2002 to an expense of $21 for the  comparable  period in
2003. The benefit  recorded  during the  three-month  period ended June 30, 2002
reflects a lower reserve  requirement  from March 31, 2002. The expense recorded
during the  three-month  period  ended June 30, 2003  reflects a higher  reserve
requirement from March 31, 2003.

Depreciation  expense  increased $58, or 11%, from the three-month  period ended
June 30, 2002 to the comparable period in 2003,  primarily due to the changes in
estimated salvage values used to calculate  depreciation noted above. The effect
of this change for the three-month period ended June 30, 2003 was an increase to
depreciation expense of $52.

Management fees to affiliates increased $21, or 23%, from the three-month period
ended June 30,  2002 to the  comparable  period in 2003,  due to an  increase in
equipment  management  fees.  Equipment  management  fees  increased  due to the
increase in rental income,  upon which  equipment  management fees are primarily
based.

General and  administrative  costs to affiliates  were comparable at $64 and $63
for the three-month periods ended June 30, 2003 and 2002, respectively.

Other general and administrative costs decreased $15 from the three-month period
ended June 30, 2002 to the same period in 2003.  The decrease was  primarily due
to decreases in other service fees between the periods.

(Loss) gain on sale of containers was ($6) and $2 during the three-month periods
ended June 30, 2003 and 2002, respectively.

Net earnings/(loss) per limited partnership unit fluctuated from a loss of $0.12
for the three-month period ended June 30, 2002 to earnings of $0.05 for the same
period in 2003,  reflecting the fluctuation in net earnings/(loss)  allocated to
limited  partners  from a loss of $217 to  earnings  of $86,  respectively.  The
allocation of net earnings (loss) included a special  allocation of gross income
to the General Partners in accordance with the Partnership Agreement.

Critical Accounting Policies and Estimates

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

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

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

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

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

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

Risk Factors and Forward Looking Statements

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

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

The foregoing includes forward-looking statements and predictions about possible
or  future  events,  results  of  operations  and  financial  condition.   These
statements  and  predictions  may  prove  to  be  inaccurate,   because  of  the
assumptions  made by the  Partnership  or the  General  Partners  or the  actual
development  of  future  events.  No  assurance  can be given  that any of these
forward-looking statements or predictions will ultimately prove to be correct or
even substantially correct. The risks and uncertainties in these forward-looking
statements  include,  but are not  limited  to,  changes  in demand  for  leased
containers,  changes in global  business  conditions  and their  effect on world
trade,  future  modifications  in the way in  which  the  Partnership's  lessees
conduct their business or of the  profitability of their business,  increases or
decreases in new container  prices or the  availability  of financing  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.

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),
the  managing  general  partner's  principal  executive  officer  and  principal
financial officer have found those controls and procedures to be effective as of
the end of the  period  covered by the  report.  There has been no change in the
Partnership's internal control over financial reporting that occurred during the
Partnership's most recent fiscal quarter, and which has materially affected,  or
is reasonably  likely materially to affect,  the Partnership's  internal control
over financial reporting.


<PAGE>
<TABLE>
<CAPTION>


Part II

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

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

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

     (b)  Not applicable.




                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                         TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
                         A California Limited Partnership

                         By Textainer Capital Corporation
                         The Managing General Partner



                         By _______________________________
                            Ernest J. Furtado
                            Chief Financial Officer


Date:  August 12, 2003

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


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


________________________                 Chief Financial Officer, Senior                August 12, 2003
Ernest J. Furtado                        Vice President and Secretary






________________________                 President                                      August 12, 2003
John A. Maccarone

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


Part II

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

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

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

     (b)  Not applicable.


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                           TEXTAINER EQUIPMENT INCOME FUND VI, L.P.
                           A California Limited Partnership

                           By Textainer Capital Corporation
                           The Managing General Partner



                           By /s/Ernest J. Furtado
                              ____________________________________
                              Ernest J. Furtado
                              Chief Financial Officer


Date:  August 12, 2003


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


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



/s/Ernest J. Furtado
_______________________________          Chief Financial Officer, Senior                August 12, 2003
Ernest J. Furtado                        Vice President and Secretary




/s/John A. Maccarone
______________________________           President                                      August 12, 2003
John A. Maccarone

</TABLE>


<PAGE>



                                  EXHIBIT 31.1


CERTIFICATIONS

I, John A. Maccarone, certify that:

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

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

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

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

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

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

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

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

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

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

August 12, 2003

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




<PAGE>


                                  EXHIBIT 31.2


CERTIFICATIONS

I, Ernest J. Furtado, certify that:

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

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

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

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

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

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

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

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

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

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

August 12, 2003

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


<PAGE>


                                  EXHIBIT 32.1



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



In connection with the Quarterly  Report of Textainer  Equipment Income Fund VI,
L.P., (the  "Registrant")  on Form 10-Q for the quarterly  period ended June 30,
2003, as filed on August 12, 2003 with the  Securities  and Exchange  Commission
(the "Report"),  I, John A.  Maccarone,  the President and Director of Textainer
Capital Corporation ("TCC") and Principal Executive Officer of TCC, the Managing
General Partner of the Registrant,  certify,  pursuant to 18 U.S.C. ss. 1350, as
adopted, regarding Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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



August 12, 2003



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




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


<PAGE>






                                  EXHIBIT 32.2



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



In connection with the Quarterly  Report of Textainer  Equipment Income Fund VI,
L.P., (the  "Registrant")  on Form 10-Q for the quarterly  period ended June 30,
2003, as filed on August 12, 2003 with the  Securities  and Exchange  Commission
(the  "Report"),  I, Ernest J. Furtado,  Chief  Financial  Officer,  Senior Vice
President,  Secretary and Director of Textainer Capital  Corporation ("TCC") and
Principal  Financial and Accounting Officer of TCC, the Managing General Partner
of the  Registrant,  certify,  pursuant  to 18  U.S.C.  ss.  1350,  as  adopted,
regarding Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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



August 12, 2003



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




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