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



August 8, 2002

Securities and Exchange Commission
Washington, DC  20549

Ladies and Gentlemen:

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

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

Sincerely,

Nadine Forsman
Controller
<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549



                                    FORM 10-Q



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


                  For the quarterly period ended June 30, 2002


                         Commission file number 0-21228


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


              California                                         94-3147432
     (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 IV, L.P.
(a California Limited Partnership)

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

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



                                                                                                      Page

<S>                                                                                                    <C>
Item 1.   Financial Statements

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



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



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



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



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



Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations.............................................................        14


</TABLE>

<PAGE>

<TABLE>
<CAPTION>


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

Balance Sheets

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

                                                                                2002                    2001
                                                                          ----------------        ----------------
<S>                                                                      <C>                     <C>
Assets
Container rental equipment, net of accumulated
   depreciation of $51,831, (2001:  $53,901) (note 4)                     $        47,896         $        53,612
Cash                                                                                1,963                   1,841
Accounts receivable, net of allowance for doubtful
   accounts of $221, (2001:  $218)                                                  2,634                   3,021
Due from affiliates, net (note 2)                                                     270                     406
Prepaid expenses                                                                        6                      18
                                                                          ----------------        ----------------

                                                                          $        52,769         $        58,898
                                                                          ================        ================

Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                       $           557         $           690
   Accrued liabilities                                                                308                     264
   Accrued damage protection plan costs                                               207                     199
   Warranty claims                                                                    262                     293
   Accrued recovery costs                                                             192                     226
   Deferred quarterly distributions                                                    82                      81
   Container purchases payable                                                        524                       -
                                                                          ----------------        ----------------

      Total liabilities                                                             2,132                   1,753
                                                                          ----------------        ----------------

Partners' capital:
   General partners                                                                     -                       -
   Limited partners                                                                50,637                  57,145
                                                                          ----------------        ----------------

      Total partners' capital                                                      50,637                  57,145
                                                                          ----------------        ----------------


                                                                          $        52,769         $        58,898
                                                                          ================        ================

See accompanying notes to financial statements

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

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

Statements of Operations

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


                                                                Three months       Three months       Six months        Six months
                                                                   Ended              Ended             Ended             Ended
                                                               June 30, 2002      June 30, 2001     June 30, 2002     June 30, 2001
                                                               -------------      -------------     -------------     -------------
<S>                                                           <C>                <C>               <C>               <C>
Rental income                                                  $      2,632       $      3,464      $      5,274      $      7,343
                                                               -------------      -------------     -------------     -------------

Costs and expenses:
   Direct container expenses                                          1,155              1,483             2,201             3,076
   Bad debt benefit                                                     (13)               (41)               (6)              (47)
   Depreciation                                                       1,495              1,683             3,045             3,380
   Write-down of containers (note 4)                                    367                 50             1,302                87
   Professional fees                                                     16                  8                28                18
   Management fees to affiliates (note 2)                               256                342               512               710
   General and administrative costs to affiliates (note 2)              165                189               341               395
   Other general and administrative costs                                78                 43               153                83
   Loss (gain) on sale of containers (note 4)                           116                 (6)              800                22
                                                               -------------      -------------     -------------     -------------

                                                                      3,635              3,751             8,376             7,724
                                                               -------------      -------------     -------------     -------------

   Loss from operations                                              (1,003)              (287)           (3,102)             (381)
                                                               -------------      -------------     -------------     -------------

Interest income                                                          10                 25                20                64
                                                               -------------      -------------     -------------     -------------

   Net loss                                                    $       (993)      $       (262)     $     (3,082)     $       (317)
                                                               =============      =============     =============     =============

Allocation of net (loss) earnings (note 2):
   General partners                                            $         17       $         25      $         35      $         50
   Limited partners                                                  (1,010)              (287)           (3,117)             (367)
                                                               -------------      -------------     -------------     -------------

                                                               $       (993)      $       (262)     $     (3,082)     $       (317)
                                                               =============      =============     =============     =============
Limited partners' per unit share
   of net loss                                                 $      (0.15)      $      (0.04)     $      (0.46)     $      (0.05)
                                                               =============      =============     =============     =============

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

Weighted average number of limited
   partnership units outstanding                                  6,708,666          6,722,466         6,708,666         6,722,466
                                                               =============      =============     =============     =============

See accompanying notes to financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

Statements of Partners' Capital

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

                                                                                       Partners' Capital
                                                                    --------------------------------------------------------
                                                                       General              Limited              Total
                                                                    --------------      ---------------     ----------------
<S>                                                                 <C>                <C>                 <C>

Balances at January 1, 2001                                         $           -       $       67,788      $        67,788

Distributions                                                                 (50)              (4,708)              (4,758)

Redemptions (note 5)                                                            -                 (169)                (169)

Net earnings (loss)                                                            50                 (367)                (317)
                                                                    --------------      ---------------     ----------------

Balances at June 30, 2001                                           $           -       $       62,544      $        62,544
                                                                    ==============      ===============     ================

Balances at January 1, 2002                                         $           -       $       57,145      $        57,145

Distributions                                                                 (35)              (3,355)              (3,390)

Redemptions (note 5)                                                            -                  (36)                 (36)

Net earnings (loss)                                                            35               (3,117)              (3,082)
                                                                    --------------      ---------------     ----------------

Balances at June 30, 2002                                           $           -       $       50,637      $        50,637
                                                                    ==============      ===============     ================


See accompanying notes to financial statements

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

Statements of Cash Flows

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

                                                                                          2002                2001
                                                                                    ----------------    ----------------
<S>                                                                                 <C>                 <C>
Cash flows from operating activities:
   Net loss                                                                         $        (3,082)    $          (317)
   Adjustments to reconcile net loss to
      net cash provided by operating activities:
        Depreciation                                                                          3,045               3,380
        Write-down of containers (note 4)                                                     1,302                  87
        Increase (decrease) in allowance for doubtful accounts                                    3                 (97)
        Loss on sale of containers                                                              800                  22
        Decrease (increase) in assets:
            Accounts receivable                                                                 496                 888
            Due from affiliates, net                                                            (58)                164
            Prepaid expenses                                                                     12                  12
        (Decrease) increase in liabilities:
            Accounts payable and accrued liabilities                                            (89)                (13)
            Accrued recovery costs                                                              (34)                 23
            Accrued damage protection plan costs                                                  8                (103)
            Warranty claims                                                                     (31)                (31)
                                                                                    ----------------    ----------------


               Net cash provided by operating activities                                      2,372               4,015
                                                                                    ----------------    ----------------

Cash flows from investing activities:
   Proceeds from sale of containers                                                           2,311                 703
   Container purchases                                                                       (1,136)             (1,129)
                                                                                    ----------------    ----------------

               Net cash provided by (used in) investing activities                            1,175                (426)
                                                                                    ----------------    ----------------

Cash flows from financing activities:
   Redemptions of limited partnership units                                                     (36)               (169)
   Distributions to partners                                                                 (3,389)             (4,764)
                                                                                    ----------------    ----------------

               Net cash used in financing activities                                         (3,425)             (4,933)
                                                                                    ----------------    ----------------

Net increase (decrease)  in cash                                                                122              (1,344)

Cash at beginning of period                                                                   1,841               3,183
                                                                                    ----------------    ----------------

Cash at end of period                                                               $         1,963     $         1,839
                                                                                    ================    ================



See accompanying notes to financial statements

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

Statements Of Cash Flows--Continued

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

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

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

                                                               June 30        Dec. 31         June 30         Dec. 31
                                                                2002           2001            2001            2000
                                                             -----------    -----------     -----------     -----------
<S>                                                            <C>            <C>              <C>           <C>
Container purchases included in:
     Due to affiliates..............................            $ 12           $ 27             $  -          $    -
     Container purchases payable....................             524              -                -           1,098

Distributions to partners included in:
     Due to affiliates..............................               7              7                8               8
     Deferred quarterly distributions...............              82             81              115             121

Proceeds from sale of containers included in:
     Due from affiliates............................             558            767              163             253

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

                                                                                                2002            2001
                                                                                                ----            ----

Container purchases recorded......................................................            $1,645          $   31
Container purchases paid..........................................................             1,136           1,129

Distributions to partners declared................................................             3,390           4,758
Distributions to partners paid....................................................             3,389           4,764

Proceeds from sale of containers recorded.........................................             2,102             613
Proceeds from sale of containers received.........................................             2,311             703

The  Partnership  has  entered  into direct  finance  leases,  resulting  in the
transfer of containers from container rental  equipment to accounts  receivable.
The carrying value of containers  transferred during the six-month periods ended
June 30, 2002 and 2001 was $112 and $50, respectively.

See accompanying notes to financial statements
</TABLE>

<PAGE>

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

Notes To Financial Statements

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

Note 1.   General

     Textainer  Equipment Income Fund IV, L.P. (the  Partnership),  a California
     limited  partnership  with a maximum life of 20 years,  was formed in 1991.
     The Partnership owns a fleet of intermodal marine cargo  containers,  which
     are leased to international shipping lines.

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

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

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

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

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

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

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

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

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

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

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


Note 2.   Transactions with Affiliates

     Textainer  Financial  Services  Corporation  (TFS) is the managing  general
     partner of the Partnership.  TFS is a wholly-owned  subsidiary of Textainer
     Capital Corporation (TCC). Textainer Equipment Management Limited (TEM) and
     Textainer  Limited (TL) are associate  general partners of the Partnership.
     The  managing  general  partner  and the  associate  general  partners  are
     collectively  referred to as the General Partners and are commonly owned by
     Textainer Group Holdings  Limited (TGH).  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 1% to the
     General  Partners and 99% 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 acquisition  fee, 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  capitalized $78 and $1 of
     container  acquisition  fees as a component of  container  costs during the
     six-month  periods  ended  June  30,  2002  and  2001,  respectively.   The
     Partnership  incurred $71 and $141 of incentive  management fees during the
     three and six-month periods ended June 30, 2002, respectively,  and $99 and
     $198,  respectively,  for the  comparable  periods  in 2001.  There were no
     equipment liquidation fees incurred during these periods.

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

     Subject to certain reductions,  TEM receives a monthly equipment management
     fee equal to 7% of gross revenues  attributable to operating  leases and 2%
     of gross  revenues  attributable  to full  payout  net  leases.  These fees
     totaled $185 and $371 for the three and  six-month  periods  ended June 30,
     2002,  respectively,  and $242 and $512,  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  TFS  and  TEM.   General  and
     administrative  costs  allocated  to the  Partnership  during the three and
     six-month periods ended June 30, 2002 and 2001 were as follows:

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

               Salaries                      $107      $108       $218      $226
               Other                           58        81        123       169
                                              ---       ---        ---       ---
                 Total general and
                    administrative costs     $165      $189       $341      $395
                                              ===       ===        ===       ===

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

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

               TEM                           $141      $164       $290      $343
               TFS                             24        25         51        52
                                              ---       ---        ---       ---
                 Total general and
                    administrative costs     $165      $189       $341      $395
                                              ===       ===        ===       ===

     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. In addition,  the General Partners are entitled to an acquisition
     fee  for  containers  acquired  by  the  Partnership  under  any  of  these
     arrangements.

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

                                                            2002            2001
                                                            ----            ----
                  Due from affiliates:
                           Due from TEM...........          $304            $458
                                                             ---             ---

                  Due to affiliates:
                           Due to TFS.............            29              28
                           Due to TCC.............             4              23
                           Due to TL..............             1               1
                                                             ---             ---
                                                              34              52
                                                             ---             ---

                      Due from affiliates, net              $270            $406
                                                             ===             ===

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

Note 3.  Lease Rental Income

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

                                                            2002            2001
                                                            ----            ----

             On-lease under master leases                 12,908          14,477
             On-lease under long-term leases               6,392           5,206
                                                          ------          ------

                 Total on-lease containers                19,300          19,683
                                                          ======          ======

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

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

          Americas                               2,963
          Europe                                 1,578
          Asia                                   5,788
          Other                                    150
                                               -------

              Total off-lease containers        10,479
                                               =======

     At  June  30,  2002  approximately  10%  of  the  Partnership's   off-lease
     containers had been specifically identified as for sale.

Note 4.   Container Rental Equipment Write-Down

     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 at June 30, 2002 and 2001 for containers to be held for continued
     use  and  determined  that a  reduction  to the  carrying  value  of  these
     containers   was  not  required.   The   Partnership   also  evaluated  the
     recoverability of the recorded amount of containers  identified for sale in
     the  ordinary  course of business  and  determined  that a reduction to the
     carrying value of these containers was required. The Partnership wrote down
     the value of these  containers  to their  estimated  fair value,  which was
     based on recent  sales  prices  less cost of sales.  During  the  six-month
     periods ended June 30, 2002 and 2001, the Partnership  recorded  write-down
     expenses  of $1,302  and $87,  respectively,  on 1,619  and 167  containers
     identified  as for sale and  requiring  a reserve.  During the  three-month
     periods ended June 30, 2002 and 2001, the Partnership  recorded  write-down
     expenses of $367 and $50, respectively, on 550 and 95 containers identified
     as for sale and  requiring a reserve.  At June 30,  2002 and 2001,  the net
     book value of the 1,039 and 203 containers  identified as for sale was $914
     and $248, respectively.

     The Partnership sold 1,435 previously written down containers for a loss of
     $150  during  the  six-month  period  ended  June  30,  2002  and  sold 121
     previously  written down containers for a loss of $8 during the same period
     in 2001. During the three-month period ended June 30, 2002, the Partnership
     sold 805 of these previously  written down containers for a loss of $93 and
     sold 84 of these previously written down containers for a loss of $4 during
     the same period in 2001.  The  Partnership  incurred  losses on the sale of
     some containers previously written down as the actual sales prices received
     on these containers were lower than the estimates used for the write-downs.

     The  Partnership  also sold  containers  that had not been written down and
     recorded losses of $650 and $14 during the six-month periods ended June 30,
     2002 and 2001, respectively.  During the three-month periods ended June 30,
     2002  and 2001 the  Partnership  recorded  a loss of $23 and a gain of $10,
     respectively, on the sale of containers that had not been written down.

     As more  containers  are  subsequently  identified for sale or if container
     sales prices decline,  the Partnership may incur additional  write-downs on
     containers  and/or  may  incur  losses  on  the  sale  of  containers.  The
     Partnership  will continue to evaluate the  recoverability  of the recorded
     amounts of container  rental  equipment  and cautions  that a write-down of
     container rental equipment and/or an increase in its depreciation  rate may
     be  required  in future  periods  for some or all of its  container  rental
     equipment.
<PAGE>
<TABLE>
<CAPTION>

Note 5.   Redemptions

     The following  redemptions were  consummated by the Partnership  during the
     six-month periods ended June 30, 2002 and 2001:


                                                           Units                Average
                                                          Redeemed          Redemption Price          Amount Paid
                                                          --------          ----------------          -----------
<S>                                                       <C>                   <C>                     <C>
     Total  Partnership  redemptions as of
       December 31, 2000........................           103,775               $10.32                  $1,071

     Six-month period ended
       June 30, 2001............................            19,662               $ 8.57                     169
                                                           -------                                        -----

     Total Partnership redemptions as of
       June 30, 2001............................           123,437               $10.05                  $1,240
                                                           =======                                        =====

     Total  Partnership  redemptions as of
       December 31, 2001........................           131,937               $ 9.89                  $1,305

     Six-month period ended
       June 30, 2002............................             5,300               $ 6.79                      36
                                                           -------                                        -----

     Total Partnership redemptions as of
       June 30, 2002............................           137,237               $ 9.77                  $1,341
                                                           =======                                        =====

     The redemption price is fixed by formula


</TABLE>

<PAGE>

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

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

The Financial Statements contain information which will assist in evaluating the
financial condition of the Partnership for the three and six-month periods ended
June 30,  2002 and 2001.  Please  refer to the  Financial  Statements  and Notes
thereto in connection with the following discussion.

Textainer  Financial Services  Corporation (TFS) is the Managing General Partner
of the  Partnership  and  is a  wholly-owned  subsidiary  of  Textainer  Capital
Corporation (TCC).  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 1,  1992  until  April  30,  1994,  the  Partnership  offered  limited
partnership  interests  to the  public.  The  Partnership  received  its minimum
subscription  amount  of  $5,000  on June 11,  1992 and on  April  30,  1994 the
Partnership had received a total subscription amount of $136,918.

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

Limited partners are currently receiving monthly  distributions in an annualized
amount equal to 5% of their  original  investment.  During the six-month  period
ended June 30, 2002,  the  Partnership  declared cash  distributions  to limited
partners  pertaining  to the period from  December  2001 through May 2002 in the
amount  of  $3,355.  On a cash  basis,  $2,301 of these  distributions  was from
current year  operating  activities  and the remainder was from cash provided by
previous years'  operating  activities that had not been  distributed or used to
purchase  containers or redeem units.  On a financial  statement  basis,  all of
these distributions were a return of capital.

From time to time,  the  Partnership  redeems 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.  During the six-month period ended June 30, 2002,
the  Partnership  redeemed  5,300 units for a total  dollar  amount of $36.  The
Partnership used cash flow from operations to pay for the redeemed units.

Net cash provided by operating  activities for the six-month  periods ended June
30, 2002 and 2001 was $2,372 and $4,015,  respectively.  The decrease of $1,643,
or 41%, was primarily attributable to the decrease in net earnings, adjusted for
non-cash  transactions,  and  fluctuations in gross accounts  receivable and due
from  affiliates,   net.  Net  earnings,  adjusted  for  non-cash  transactions,
decreased  primarily  due to the decrease in rental  income,  which is discussed
more fully in "Results of Operations." The decrease in gross accounts receivable
of $496 during the six-month period ended June 30, 2002 was primarily due to the
decrease in rental  income,  offset by the  increase  in the average  collection
period of accounts  receivable.  The decrease in accounts receivable of $888 for
the  six-month  period ended June 30, 2001 was  primarily due to the decrease in
rental  income  and a decline  in the  average  collection  period  of  accounts
receivable.  The fluctuations in due from affiliates,  net, resulted from timing
differences in 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, 2002, the Partnership had no commitments to purchase containers.

For the  six-month  period ended June 30, 2002,  net cash  provided by investing
activities (the purchase and sale of containers) was $1,175 compared to net cash
used in investing activities of $426 for the comparable period in 2001. Net cash
provided by investing  activities increased $1,601 primarily due to the increase
in proceeds from  container  sales.  Proceeds  from  container  sales  increased
primarily due to the Partnership selling more containers in low demand locations
during the six-month period ended June 30, 2002 than in the same period in 2001.
This  increase was  partially  offset by the decrease in the average sales price
received on  container  sales.  The sales  prices  received on  container  sales
continued  to  decrease  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 price,  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  price for a used  container,  and the
majority of cash available for reinvestment is from sales proceeds.

Results of Operations

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

                                                          2002             2001
                                                          ----             ----

          Beginning container fleet...............      31,411           33,062
          Ending container fleet..................      29,779           32,674
          Average container fleet.................      30,595           32,868

The average  container fleet  decreased 7% from the six-month  period ended June
30, 2001 to the comparable period in 2002, primarily due to sales of containers.
Although,  sales  proceeds were used to purchase  additional  containers,  fewer
containers  were bought than sold as used container sales prices were lower than
new container prices.  The  Partnership's  primary source of funds for container
purchases is these sales proceeds. The rate of decline in average fleet size may
fluctuate due to timing  differences  in the purchase and sale of containers and
fluctuations in container sale and purchase prices during each period.

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,  resulting in the
continuing  decline in the average  container  fleet.  This trend is expected to
continue.  Other factors related to this trend are discussed above in "Liquidity
and Capital Resources."

Rental income and direct container expenses are also affected by the utilization
of the container  fleet,  which was 54% and 66% on average  during the six-month
periods  ended June 30, 2002 and 2001,  respectively.  The  remaining  container
fleet is off-lease and is located primarily at a large number of storage depots.
At June 30, 2002, the Partnership's  off-lease containers (in units) were in the
following locations:

         Americas                                 2,963
         Europe                                   1,578
         Asia                                     5,788
         Other                                      150
                                                 ------

             Total off-lease containers          10,479
                                                 ======

At June 30, 2002 approximately 10% of the Partnership's off-lease containers had
been specifically identified as for sale.

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 master and long term lease  rates.
Additionally,  a higher percentage of the Partnership's  containers are on lease
under long term  leases,  which  generally  have lower  rental rates than master
leases.  Rental  rates for long term  leases are  generally  lower  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.

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

The Partnership's  loss from operations for the six-month periods ended June 30,
2002 and 2001 was $3,102 and $381, respectively,  on rental income of $5,274 and
$7,343, respectively.  The decrease in rental income of $2,069, or 28%, from the
six-month  period  ended  June 30,  2001 to the  comparable  period  in 2002 was
attributable  to the  decreases  in  container  rental  income and other  rental
income,  which is discussed  below.  Income from  container  rentals,  the major
component of total  revenue,  decreased  $2,029,  or 31%,  primarily  due to the
decreases in the average on-hire utilization of 18%, average rental rates of 10%
and the average container fleet of 7%. The majority of the Partnership's  rental
income was generated from leasing of the  Partnership's  containers under master
operating leases.

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

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

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

Despite the  improvement  in  utilization,  the  Partnership  continues  to sell
(rather than reposition) some containers  located in low demand  locations.  For
the number of off-lease  containers located in the lower demand locations in the
Americas and Europe,  see the chart above.  The decision to sell  containers  is
based on the current  expectation  that the  economic  benefit of selling  these
containers is greater than the estimated  economic  benefit of continuing to own
these containers.  The majority of the containers sold are older containers. The
expected  economic  benefit  of  continuing  to own these  older  containers  is
significantly  less than that of newer containers.  This is due to their shorter
remaining  marine life,  the cost to reposition  them,  and the shipping  lines'
preference for leasing newer containers when they have a choice.

Once the decision had been made to sell containers,  the Partnership  wrote down
the value of these  specifically  identified  containers when the carrying value
was greater than the container's estimated fair value, which was based on recent
sales prices less cost of sales. Due to declines in container sales prices,  the
actual sales prices  received on some  containers  were lower than the estimates
used for the write-down,  resulting in the Partnership incurring losses upon the
sale  of  some  of  these  containers.  Until  market  conditions  improve,  the
Partnership  may incur  further  write-downs  and/or  losses on the sale of such
containers.  Should the  decline in  economic  value of  continuing  to own such
containers turn out to be permanent, the Partnership may be required to increase
its  depreciation  rate or write-down  the value of some or all of its container
rental equipment.

Other rental income consists of other lease-related items, primarily income from
charges to lessees for dropping off containers in surplus locations less credits
granted to lessees for  leasing  containers  from  surplus  locations  (location
income),  income  from  charges to lessees for  handling  related to leasing and
returning  containers (handling income) and income from charges to lessees for a
Damage  Protection  Plan (DPP).  For the  six-month  period ended June 30, 2002,
other rental  income was $834, a decrease of $40 from the  equivalent  period in
2001.  The  decrease  was  primarily  due to the  decrease in DPP income of $99,
offset  by  increases   in  location  and  handling   income  of  $30  and  $28,
respectively.  DPP income declined due to a decrease in the number of containers
covered  under DPP,  offset by an increase in the average DPP price  charged per
container.  The increase in location  income was primarily due to the decline in
credits granted to lessees for picking up containers  from surplus  locations as
there were fewer leasing  opportunities for which credits could be offered.  The
increase in  location  income was  partially  offset by a decrease in charges to
lessees for  dropping  off  containers  in surplus  locations.  The  increase in
handling income was primarily due to the increase in the average handling charge
per container.

Direct container expenses decreased $875, or 28% from the six-month period ended
June 30, 2001,  to the same period in 2002.  The decrease was  primarily  due to
decreases in repositioning, maintenance and DPP expenses of $722, $189 and $108,
respectively,  offset by the increase in storage expense of $201.  Repositioning
expense decreased due to decreases in the average cost to reposition  containers
and in the number of containers  repositioned  from the  six-month  period ended
June 30, 2001 to the same period in 2002.  Maintenance  expense decreased due to
the decrease in the number of containers requiring maintenance and a decrease in
the average  maintenance cost per container.  DPP expense declined primarily due
to the decrease in the number of containers  covered under DPP.  Storage expense
increased primarily due to the decline in average utilization noted above.

Bad debt benefit was $6 and $47 for the  six-month  periods  ended June 30, 2002
and 2001,  respectively.  Fluctuations in bad debt  benefit/expense  reflect the
adjustment  to the bad debt reserve and are based on  management's  then current
estimates of the portion of accounts  receivable that may not be collected,  and
which will not be covered by insurance.  These  estimates are based primarily on
management's  current assessment of the financial condition of the Partnership's
lessees and their ability to make their required payments. The benefits recorded
during the six-month  periods ended June 30, 2002 and 2001 reflect lower reserve
requirements from December 31, 2001 and 2000, respectively.

Depreciation expense decreased $335, or 10% from the six-month period ended June
30, 2001 to the equivalent  period in 2002,  primarily due to the decline in the
average fleet size noted above.

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 at June 30,
2002 and 2001 for containers to be held for continued use and determined  that a
reduction  to the  carrying  value of these  containers  was not  required.  The
Partnership  also  evaluated  the  recoverability  of  the  recorded  amount  of
containers identified for sale in the ordinary course of business and determined
that a reduction to the carrying  value of these  containers  was required.  The
Partnership  wrote down the value of these  containers to their  estimated  fair
value,  which was based on recent  sales  prices less cost of sales.  During the
six-month  periods  ended  June 30,  2002 and  2001,  the  Partnership  recorded
write-down expenses of $1,302 and $87, respectively, on 1,619 and 167 containers
identified as for sale and requiring a reserve.  At June 30, 2002 and 2001,  the
net book value of the 1,039 and 203  containers  identified as for sale was $914
and $248, respectively.

The Partnership sold 1,435 previously written down containers for a loss of $150
during the six-month period ended June 30, 2002 and sold 121 previously  written
down containers for a loss of $8 during the same period in 2001. The Partnership
incurred  losses on the sale of some containers  previously  written down as the
actual sales prices  received on these  containers were lower than the estimates
used for the write-downs.

The Partnership also sold containers that had not been written down and recorded
losses of $650 and $14  during the  six-month  periods  ended June 30,  2002 and
2001, respectively.

As more  containers are  subsequently  identified for sale or if container sales
prices decline,  the Partnership may incur additional  write-downs on containers
and/or may incur losses on the sale of containers. The Partnership will continue
to evaluate  the  recoverability  of the 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.

Management fees to affiliates  decreased $198, or 28%, from the six-month period
ended June 30, 2001 to the  comparable  period in 2002.  The decrease was due to
decreases in both equipment and incentive  management fees. Equipment management
fees  decreased  due to the  decrease  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 primarily due to (i) the decrease in
the limited partner distributions percentages from 7% to 5% of initial partners'
capital in July 2001 and (ii) decreases in partners'  capital due to redemptions
of limited partners units.

General and administrative  costs to affiliates  decreased $54, or 14%, from the
six-month period ended June 30, 2001 to the same period in 2002 primarily due to
the decrease in the  allocation of overhead  costs from TEM, as the  Partnership
represented a smaller portion of the total fleet managed by TEM.

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

Loss on sale of containers  increased $778 from the six-month  period ended June
30, 2001 to the comparable period in 2002. The increase was primarily due to the
Partnership  selling more  containers  at lower  average sales prices during the
six-month period ended June 30, 2002 than in the comparable period in 2001.

Net loss per limited  partnership  unit  increased  from $0.05 to $0.46 from the
six-month  period  ended  June  30,  2001  to the  equivalent  period  in  2002,
respectively,  reflecting the increase in net loss allocated to limited partners
from $367 to $3,117, respectively.  The allocation of net loss for the six-month
periods  ended June 30,  2002 and 2001  included a special  allocation  of gross
income to the General Partners of $66 and $53, respectively,  in accordance with
the Partnership Agreement.

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

The Partnership's  loss from operations for the three-month  periods ending June
30, 2002 and 2001 was $1,003 and $287, respectively,  on rental income of $2,632
and $3,464,  respectively.  The decrease in rental  income of $832, or 24%, from
the three-month  period ended June 30, 2001 to the comparable period in 2002 was
attributable  to decreases in container  rental income and other rental  income.
Income from  container  rentals  decreased  $810,  or 27%,  primarily due to the
decreases in average  rental rates of 13%,  average fleet size of 9% and average
on-hire utilization of 8%.

Other rental income was $388 for the  three-month  period ended June 30, 2002, a
decrease of $22 from the  equivalent  period in 2001. The decrease was primarily
due to a  decrease  in DPP income of $71,  offset by the  increase  in  handling
income of $43. DPP income  declined due to declines in the number of  containers
carrying DPP and the average DPP price charged per  container.  Handling  income
increased due to the increase in container movement.

Direct container  expenses  decreased $328, or 22%, from the three-month  period
ending  June 30,  2001,  to the  equivalent  period in 2002.  The  decrease  was
primarily  due to decreases in  repositioning,  maintenance  and DPP expenses of
$190,  $88 and $49,  respectively.  Repositioning  expense  decreased due to the
decrease in the average repositioning cost per container, offset by the increase
in the number of containers  repositioned.  Maintenance expense decreased due to
the decrease in the number of containers requiring maintenance and a decrease in
the average  maintenance  cost per  container.  DPP expense  declined due to the
decreases  in the  average DPP repair  cost per  container  and in the number of
containers covered under DPP.

Bad debt benefit  decreased from $41 for the  three-month  period ended June 30,
2001 to $13 for the  comparable  period in 2002.  The decline was due to a lower
adjustment to bad debt reserve during the three-month period ended June 30, 2002
compared to the same period in 2001.

Depreciation  expense decreased $188, or 11%, from the three-month  period ended
June 30, 2001 to the comparable  period in 2002 primarily due to the decrease in
fleet size.

During the  three-month  periods ended June 30, 2002 and 2001,  the  Partnership
recorded  write-down  expenses  of $367  and  $50,  respectively,  on 550 and 95
containers  identified  as  for  sale  and  requiring  a  reserve.   During  the
three-month  period  ended  June 30,  2002,  the  Partnership  sold 805 of these
previously  written  down  containers  for a loss  of $93 and  sold 84 of  these
previously  written down  containers  for a loss of $4 during the same period in
2001.  During  the  three-month  periods  ended  June  30,  2002 and  2001,  the
Partnership  also sold  containers that had not been written down and recorded a
loss of $23 and a gain of $10, respectively.

Management fees to affiliates decreased $86, or 25%, from the three-month period
ended June 30, 2001 to the  comparable  period in 2002, due to decreases in both
equipment and incentive management fees. Equipment management fees decreased due
to the decline in rental income,  and were approximately 7% of rental income for
both periods. Incentive management fees decreased due to (i) the decrease in the
limited  partner  distribution  percentage  from 7% to 5% of  initial  partners'
capital in July 2001 and (ii) decreases in partners'  capital due to redemptions
of limited partners units.

General and administrative  costs to affiliates  decreased $24, or 13%, from the
three-month  period  ended  June  30,  2001 to the  comparable  period  in 2002,
primarily due to a decrease in the allocation of overhead costs from TEM, as the
Partnership represented a smaller portion of the total fleet managed by TEM.

Loss on sale of containers  increased $122 from a gain of $6 for the three-month
period ended June 30, 2001 to a loss of $116 for the comparable  period in 2002.
The fluctuation was primarily due to the Partnership  selling more containers at
a lower average sales price during the  three-month  period ended June 30, 2002,
compared to the same period in 2001.

Net loss per limited  partnership  unit  increased  from $0.04 to $0.15 from the
three-month  period  ended  June  30,  2001 to the  equivalent  period  in 2002,
respectively,  reflecting  the  increase  in the net loss  allocated  to limited
partners from $287 to $1,010, respectively.  The allocation of net loss included
a special  allocation of gross income to the General Partners in accordance with
the Partnership Agreement.

Critical Accounting Policies and Estimates

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

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

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

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

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

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

Accounting Pronouncement

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

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

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

Risk Factors and Forward Looking Statements

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

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

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


<PAGE>
<TABLE>
<CAPTION>

                                   SIGNATURES


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


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

                                   By Textainer Financial Services Corporation
                                   The Managing General Partner



                                   By ________________________________________
                                      Ernest J. Furtado
                                      Senior Vice President


Date:   August 8, 2002

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


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

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




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


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


                                   SIGNATURES


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


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

                                   By Textainer Financial Services Corporation
                                   The Managing General Partner



                                   By/s/Ernest J. Furtado
                                     _______________________________________
                                     Ernest J. Furtado
                                     Senior  Vice President



Date:   August 8, 2002



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


Signature                                   Title                                             Date

<S>                                        <C>                                                  <C>


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



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

</TABLE>