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 TCC  Equipment  Income  Fund (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 0-17688


                            TCC EQUIPMENT INCOME FUND
                        A California Limited Partnership
             (Exact name of Registrant as specified in its charter)


              California                                        94-3045888
    (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>

TCC EQUIPMENT INCOME FUND
(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...........................................................          15

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

TCC EQUIPMENT INCOME FUND
(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  $6,287, (2001:  $6,773) (note 5)                     $      6,575       $     7,274
Cash                                                                              413               533
Net investment in direct finance leases (note 4)                                   20                26
Accounts receivable, net of allowance for doubtful
   accounts of $57, (2001:  $56)                                                  338               405
Due from affiliates, net (note 2)                                                  48                41
Prepaid expenses                                                                    1                 4
                                                                         -------------      ------------

                                                                         $      7,395       $     8,283
                                                                         =============      ============
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                      $        130       $       122
   Accrued liabilities                                                             18                21
   Accrued recovery costs                                                          19                36
   Accrued damage protection plan costs                                            39                40
   Deferred damage protection plan revenue                                         20                21
                                                                         -------------      ------------

       Total liabilities                                                          226               240
                                                                         -------------      ------------

Partners' capital:
   General partners                                                                 -                 -
   Limited partners                                                             7,169             8,043
                                                                         -------------      ------------

       Total partners' capital                                                  7,169             8,043
                                                                         -------------      ------------


                                                                         $      7,395       $     8,283
                                                                         =============      ============


See accompanying notes to financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

TCC EQUIPMENT INCOME FUND
(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                                               $         396      $         537      $         800       $       1,144
                                                            --------------     --------------     --------------      --------------

Costs and expenses:
   Direct container expenses                                          152                185                279                 361
   Bad debt (benefit) expense                                          (5)               (14)                 1                 (16)
   Depreciation (note 5)                                              176                234                387                 469
   Professional fees                                                   17                  9                 26                  18
   Management fees to affiliates (note 2)                              33                 57                 72                  (8)
   General and administrative costs to affiliates (note 2)             22                 27                 45                  57
   Other general and administrative costs                              19                 11                 37                  22
   (Gain) loss on sale of containers (note 5)                         (17)                 9                 11                  10
                                                            --------------     --------------     --------------      --------------

                                                                      397                518                858                 913
                                                            --------------     --------------     --------------      --------------

   (Loss) income from operations                                       (1)                19                (58)                231
                                                            --------------     --------------     --------------      --------------

Interest income                                                         2                  5                  3                  12
                                                            --------------     --------------     --------------      --------------


   Net earnings (loss)                                      $           1      $          24      $         (55)      $         243
                                                            ==============     ==============     ==============      ==============

Allocation of net earnings (loss) (note 2):
   General partners                                         $           5      $           7      $          11       $          16
   Limited partners                                                    (4)                17                (66)                227
                                                            --------------     --------------     --------------      --------------

                                                            $           1      $          24      $         (55)      $         243
                                                            ==============     ==============     ==============      ==============
Limited partners' per unit share
   of net earnings (loss)                                   $        0.00      $        0.01      $       (0.05)      $        0.16
                                                            ==============     ==============     ==============       =============

Limited partners' per unit share
   of distributions                                         $        0.25      $        0.32      $        0.55       $        0.80
                                                            ==============     ==============     ==============      ==============

Weighted average number of limited
   partnership units outstanding                                1,428,963          1,454,813          1,428,963           1,454,813
                                                            ==============     ==============     ==============      ==============



See accompanying notes to financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

TCC EQUIPMENT INCOME FUND
(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                            $          -       $      9,991       $      9,991

Distributions                                                   (16)            (1,164)            (1,180)

Redemptions (note 6)                                              -                 (7)                (7)

Net earnings                                                     16                227                243
                                                       -------------      -------------      -------------

Balances at June 30, 2001                              $          -       $      9,047       $      9,047
                                                       =============      =============      =============

Balances at January 1, 2002                            $          -       $      8,043       $      8,043

Distributions                                                   (11)              (787)              (798)

Redemptions (note 6)                                              -                (21)               (21)

Net earnings (loss)                                              11                (66)               (55)
                                                       -------------      -------------      -------------

Balances at June 30, 2002                              $          -       $      7,169       $      7,169
                                                       =============      =============      =============



See accompanying notes to financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

TCC EQUIPMENT INCOME FUND
(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) earnings                                                             $       (55)       $       243
     Adjustments to reconcile net (loss) earnings to
       net cash provided by operating activities:
        Depreciation (note 5)                                                                387                469
        Increase (decrease) in allowance for doubtful accounts                                 1                (44)
        Loss on sale of containers                                                            11                 10
        (Increase) decrease in assets:
           Net investment in direct finance leases                                             8                  8
           Accounts receivable                                                                66                145
           Due from affiliates, net                                                          (28)                48
           Prepaid expenses                                                                    3                  2
        Increase (decrease) in liabilities:
           Accounts payable and accrued liabilities                                            5                (29)
           Accrued recovery costs                                                            (17)                 3
           Damage protection plan costs                                                       (1)               (16)
           Deferred damage protection plan revenue                                            (1)                 -
           Warranty claims                                                                     -                 (5)
                                                                                     ------------       ------------

               Net cash provided by operating activities                                     379                834
                                                                                     ------------       ------------

Cash flows from investing activities:
     Proceeds from sale of containers                                                        321                293
                                                                                     ------------       ------------

               Net cash provided by investing activities                                     321                293
                                                                                     ------------       ------------

Cash flows from financing activities:
     Redemptions of limited partnership units                                                (21)                (7)
     Distributions to partners                                                              (799)            (1,181)
                                                                                     ------------       ------------

               Net cash used in financing activities                                        (820)            (1,188)
                                                                                     ------------       ------------

Net decrease in cash                                                                        (120)               (61)

Cash at beginning of period                                                                  533                713
                                                                                     ------------       ------------

Cash at end of period                                                                $       413        $       652
                                                                                     ============       ============



See accompanying notes to financial statements

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

TCC EQUIPMENT INCOME FUND
(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  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>
Distributions to partners included in:
     Due to affiliates..............................             $ 1          $  2           $ 2          $ 3

Proceeds from sale of containers included in:
     Due from affiliates............................              88           110            92           84

The following  table  summarizes  the amounts of  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
                                                                                            ----         ----

Distributions to partners declared................................................          $798       $1,180
Distributions to partners paid....................................................           799        1,181

Proceeds from sale of containers recorded.........................................           299          301
Proceeds from sale of containers received.........................................           321          293


The  Partnership  has  entered  into direct  finance  leases,  resulting  in the
transfer of containers  from  container  rental  equipment to net  investment in
direct finance leases.  The carrying value of containers  transferred during the
six-month periods ended June 30, 2002 and 2001 was $2 and $5, respectively.


See accompanying notes to financial statements

</TABLE>

<PAGE>

TCC EQUIPMENT INCOME FUND
(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

     TCC  Equipment  Income  Fund  (the   Partnership),   a  California  limited
     partnership  with a maximum  life of 20  years,  was  formed  in 1987.  The
     Partnership owns a fleet of intermodal marine cargo  containers,  which are
     leased to international shipping lines.

     In January  1998,  the  Partnership  ceased  purchasing  containers  and in
     October 1998, the Partnership  began its liquidation  phase. This phase may
     last up to six or more years  depending on whether the  containers are sold
     (i) in one or more large  transactions  or (ii)  gradually,  either as they
     reach the end of their marine  useful  lives or when an analysis  indicates
     that their sale is warranted  based on existing  market  conditions and the
     container's age, location and condition.  The Partnership  anticipates that
     all excess cash, after  redemptions and working capital  reserves,  will be
     distributed to the limited and general partners on a quarterly basis.

     The final termination and winding up of the Partnership, as well as payment
     of  liquidating  and/or final  distributions,  will occur at the end of the
     liquidation  phase  when  all or  substantially  all  of the  Partnership's
     containers have been sold and the Partnership begins its dissolution.

     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.

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

Note 2.   Transactions with Affiliates

     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  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 3.11,
     net earnings or losses and distributions are generally  allocated 1% to the
     General Partners and 99% to the Limited  Partners.  Effective October 1998,
     the allocation of  distributions  to the General  Partners was increased to
     1.3% in  accordance  with section  2.05 of the  Partnership  Agreement.  In
     addition,  if the allocation of distributions exceeds the allocation of net
     earnings and creates a deficit in the General  Partners'  aggregate 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 $6 and $16 of incentive  management
     fees  during  the   three  and six-month   periods  ended  June  30,  2002,
     respectively,  and $19 and $35  during  the  comparable  periods  in  2001,
     respectively.  Additionally,  during the  six-month  period  ended June 30,
     2001, the  Partnership  recorded an adjustment of $121 to reduce  incentive
     management fees for  overpayments  made during 1999 and 2000. There were no
     equipment liquidation fees incurred during the six-month periods ended June
     30, 2002 and 2001.

     The  Partnership's  containers  are managed by TEM. In its role as manager,
     TEM has authority to acquire,  hold, manage, lease, sell and dispose of the
     Partnership's  containers.  TEM holds,  for the payment of direct operating
     expenses,   a  reserve  of  cash  that  has  been  collected  from  leasing
     operations;  such cash is included in 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  $27 and $56 for the three and  six-month  periods  ended  June 30,
     2002,  respectively,  and $38 and  $78,  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 TEM and  TFS.  Total  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                      $14        $15         $29        $33
          Other                           8         12          16         24
                                         --         --          --         --
            Total general and
               administrative costs     $22        $27         $45        $57
                                         ==         ==          ==         ==

     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                            $19        $24            $38       $50
         TFS                              3          3              7         7
                                         --         --             --        --
           Total general and
              administrative costs      $22        $27            $45       $57
                                         ==         ==             ==        ==

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

                                                            2002           2001
                                                            ----           ----
         Due from affiliates:
                  Due from TEM.......................        $55            $55
                                                              --             --

         Due to affiliates:
                  Due to TCC.........................          -              6
                  Due to TFS.........................          7              8
                                                              --             --
                                                               7             14
                                                              --             --

         Due from affiliates, net                            $48            $41
                                                              ==             ==

     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               2,012            2,273
              On-lease under long-term leases              898              985
                                                         -----            -----

                 Total on-lease containers               2,910            3,258
                                                         =====            =====

     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:

              Americas                                   446
              Europe                                     235
              Asia                                       453
              Other                                       26
                                                       -----

                 Total off-lease containers            1,160
                                                       =====

     At  June  30,  2002  approximately  14%  of  the  Partnership's   off-lease
     containers had been specifically identified as for sale.


Note 4.   Direct Finance Leases

     The  Partnership  has leased  containers  under direct  finance leases with
     terms ranging from two to five years.  The components of the net investment
     in direct  finance  leases at June 30,  2002 and  December  31, 2001 are as
     follows:

                                                               2002        2001
                                                               ----        ----

            Future minimum lease payments receivable........    $22         $29
            Residual value..................................      1           -
            Less:  unearned income..........................     (3)         (3)
                                                                 --          --

            Net investment in direct finance leases.........    $20         $26
                                                                 ==          ==

      The following is a schedule by year of minimum lease payments receivable
      under the direct finance leases at June 30, 2002:

            Year ending June 30:

            2003...............................................             $14
            2004...............................................               7
            2005...............................................               1
                                                                             --

            Total minimum lease payments receivable............             $22
                                                                             ==

     Rental income for the three and  six-month  periods ended June 30, 2002 and
     2001 includes $0 and $2 and $1 and $3, respectively,  of income from direct
     finance leases.


Note 5. Container Rental Equipment Write-Down

     The  Partnership  stopped  purchasing  containers in 1998,  but its leasing
     activities  are  effected by  fluctuations  in new  container  prices.  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 to sell.  During  the  six-month
     periods ended June 30, 2002 and 2001, the Partnership  recorded  additional
     depreciation expense of $77 and $30, respectively, on 162 and 95 containers
     identified  as for sale and  requiring  a reserve.  During the  three-month
     periods ended June 30, 2002 and 2001, the Partnership  recorded  additional
     depreciation expense of $24 and $19, respectively,  on 55 and 63 containers
     identified as for sale and requiring a reserve.  At June 30, 2002 and 2001,
     the net book value of the 168 and 158  containers  identified  for sale was
     $146 and $152, respectively.

     The Partnership  sold 160 previously  written down containers for a loss of
     $16 during the six-month  period ended June 30, 2002 and sold 52 previously
     written  down  containers  for a loss of $2 during the same period in 2001.
     During the three-month  period ended June 30, 2002 the Partnership  sold 87
     of these  previously  written down containers for a loss of $11 and sold 31
     previously  written down containers for a loss of $1 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 a gain of $5 and loss of $8 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 gain of $28 and loss of
     $8, respectively, on the sale of containers that had not been written down.

     As more containers are subsequently  identified as for sale or if container
     sales prices  continue to 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.
<TABLE>
<CAPTION>

Note 6.   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.......................            18,575               $7.56                    $140

       Six-month period ended
         June 30, 2001...........................             1,166               $6.03                       7
                                                             ------                                         ---

       Total Partnership redemptions as of
         June 30, 2001...........................            19,741               $7.45                    $147
                                                             ======                                         ===
       Total Partnership redemptions as of
         December 31, 2001.......................            40,966               $6.36                    $260

       Six-month period ended
         June 30, 2002...........................             4,625               $4.64                      21
                                                             ------                                         ---
       Total Partnership redemptions as of
         June 30, 2002...........................            45,591               $6.16                    $281
                                                             ======                                         ===


      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  October  1987  until  October  1989,  the   Partnership   offered  limited
partnership  interests  to the  public.  The  Partnership  received  its minimum
subscription  amount of $1,000 on April 8, 1988,  and on October 26,  1989,  the
Partnership's offering of limited partnership interests was closed at $29,491.

In October 1998, the Partnership  entered its liquidation  phase, which may last
up to six or more years  depending on whether the containers are sold (i) in one
or more large  transactions or (ii)  gradually,  either as they reach the end of
their  useful  marine  lives or when an  analysis  indicates  that their sale is
warranted based on existing market  conditions and the container's age, location
and  condition.   The  Partnership  anticipates  that  all  excess  cash,  after
redemptions and working capital reserves, will be distributed to the general and
limited partners on a quarterly basis. These  distributions will consist of cash
from operations and/or cash from sales proceeds. As the Partnership's  container
fleet decreases,  cash from operations is expected to decrease,  while cash from
sales proceeds is expected to fluctuate  based on the number of containers  sold
and the actual sales price per container received. Consequently, the Partnership
anticipates that a large portion of all future distributions will be a return of
capital.

To date, the Partnership  has sold  containers  only  gradually,  rather than in
large transactions.

The final  termination and winding up of the Partnership,  as well as payment of
liquidating and/or final distributions, will occur at the end of the liquidation
phase when all or substantially  all of the  Partnership's  containers have been
sold and the Partnership begins its dissolution.

The  Partnership  invests  working  capital  and cash flow from  operations  and
investing  activities  prior to its  distribution to the partners in short-term,
liquid  investments.  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.

During the six-month  period ended June 30, 2002, the Partnership  declared cash
distributions to limited  partners  pertaining to the fourth quarter of 2001 and
the first  quarter of 2002 in the amount of $787,  which  represented  $0.55 per
unit. On a cash basis, after paying redemptions, $347 of these distributions was
from  operating  activities  and the  balance  was a  return  of  capital.  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  4,625 units for a total  dollar  amount of $21.  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 $379 and $834, respectively. The decrease of $455, or 55%
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 and the increase in
management  fees to  affiliates.  These  items are  discussed  more fully  under
"Results of Operations." The decrease of $66 in gross accounts receivable during
the  six-month  period ended June 30, 2002 was  primarily due to the decrease in
rental income,  partially offset by an increase in the average collection period
of accounts receivable.  The decease of $145 in gross accounts receivable during
the same period in 2001 was  primarily  due to a 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 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.

For the  six-month  periods  ended June 30, 2002 and 2001,  net cash provided by
investing  activities (the sale of containers) was $321 and $293,  respectively.
The increase of $28 was primarily due to the receipt of sale proceeds related to
containers  sold during 2001.  Although  the  Partnership  sold more  containers
during the six-month period ended June 30, 2002 than in the same period in 2001,
the sales price received on container  sales  decreased.  Some of the containers
sold were located in low demand locations,  and these sales were driven not only
by the liquidation  plans discussed above, but also by adverse market conditions
in these locations.  The sale of containers in these  locations,  the decline in
the value of used  containers  and the related  market  conditions are discussed
more fully under "Results of Operations."

Due, in part,  to these  market  conditions  and their effect on demand for used
containers,  the Partnership has been primarily  selling  containers only if the
containers  are at the end of their useful lives or if they are located in these
low  demand  locations.  Therefore,  and as noted  above,  the  Partnership  has
implemented its liquidation phase to date by selling containers  gradually.  The
Partnership will continue to evaluate its options for selling  containers in the
context of both these market conditions and the Partnership's liquidation plans.
The number of containers  sold both in low demand  locations and  elsewhere,  as
well as the amount of sales proceeds,  will affect how much the Partnership will
pay in future distributions to Partners.

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...............    4,416           5,119
           Ending container fleet..................    4,070           4,818
           Average container fleet.................    4,243           4,969

The average  container fleet decreased 15% from the six-month  period ended June
30, 2001 to the comparable period in 2002,  primarily due to the continuing sale
of containers (i) that had reached the end of their useful lives or (ii) that an
analysis had indicated that their sale was otherwise warranted. Included in this
second group were containers  located in low demand  locations.  The Partnership
expects that the size of its container  fleet will further decline as additional
containers  are sold for these  reasons  and as the  Partnership  continues  its
liquidation  plans.  The decline in the container  fleet has  contributed  to an
overall decline in rental income from the six-month  periods ended June 30, 2001
to the equivalent period in 2002. This decline is expected to continue in future
years, as the size of the Partnership's container fleet continues to decrease.

Rental  income and direct  container  expenses are also  affected by the average
utilization of the container fleet,  which was 63% and 71% 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                                   446
              Europe                                     235
              Asia                                       453
              Other                                       26
                                                       -----

                 Total off-lease containers            1,160
                                                       =====

At June 30, 2002 approximately 14% 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 8% between the periods.

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) income from operations for the six-month periods ending
June 30,  2002 and 2001 was ($58) and $231,  respectively,  on rental  income of
$800 and $1,144,  respectively.  The decrease in rental  income of $344, or 30%,
from the six-month  period ended June 30, 2001 to the comparable  period in 2002
was attributable to decreases in income from container  rentals and other rental
income,  which is discussed  below.  Income from  container  rentals,  the major
component of total revenue,  decreased $325, or 32%,  primarily due to decreases
in the average  container fleet of 15%, the average on-hire  utilization of 11%,
and  average  rental  rates of 8%  between  the  periods.  The  majority  of the
Partnership's  rental income was generated from the 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 $116, a decrease of $19 from the  equivalent  period in
2001.  The decrease in other rental  income was primarily due to the decrease in
DPP income of $25, which declined primarily due to the decrease in the number of
containers covered under DPP.

Direct container expenses decreased $82, or 23%, 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.  The  declines in  repositioning,  DPP and  maintenance
expenses  were  $50,  $16,  and  $12,  respectively.  Although  the  Partnership
repositioned  more containers,  repositioning  expense  decreased due to a lower
average  repositioning  cost per  container.  DPP  expense  declined  due to the
decrease in the number of  containers  covered under DPP and the decrease in the
average DPP repair cost per container.  Maintenance  expense decreased primarily
due to the  decrease in the number of  containers  requiring  maintenance  and a
decrease in the average maintenance cost per container.

Bad debt expense (benefit) was $1 and ($16) for the six-month periods ended June
30,  2002 and  2001,  respectively.  Fluctuations  in bad  debt  expense/benefit
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
expense  recorded  during the  six-month  period ended June 30, 2002  reflects a
slightly  higher  reserve  requirement  at June 30, 2002.  The benefit  recorded
during the  comparable  period in 2001 reflects a lower reserve  requirement  at
June 30, 2001.

Depreciation expense decreased $82, or 17%, from the six-month period ended June
30, 2001 to the equivalent period in 2002. The decrease was primarily due to the
decline in the  average  fleet size noted above and an increase in the number of
containers  that have been fully  depreciated,  offset by the fluctuation in the
container write-down, as discussed below.

The  Partnership  stopped  purchasing   containers  in  1998,  but  its  leasing
activities are effected by fluctuations in new container  prices.  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 to sell.  During the six-month  periods ended June
30, 2002 and 2001, the Partnership  recorded additional  depreciation expense of
$77 and $30,  respectively,  on 162 and 95 containers identified as for sale and
requiring a reserve.  At June 30,  2002 and 2001,  the net book value of the 168
and 158 containers identified for sale was $146 and $152, respectively.

The  Partnership  sold 160 previously  written down containers for a loss of $16
during the six-month  period ended June 30, 2002 and sold 52 previously  written
down containers for a loss of $2 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
a gain of $5 and loss of $8 during the  six-month  periods  ended June 30, 2002,
and 2001, respectively.

As more containers are subsequently identified as for sale or if container sales
prices continue to 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  increased  $80, from the six-month  period ended
June 30,  2001 to the same  period  in 2002,  due to an  increase  in  incentive
management fees,  offset by a decrease in equipment  management fees.  Incentive
management  fees,  which  are based on the  Partnership's  limited  and  general
partner  distributions  made from cash from  operations  and partners'  capital,
increased  $102.  This  fluctuation  was  primarily due to an adjustment of $121
recorded  in the  six-month  period  ended  June 30,  2001 to  reduce  incentive
management fees for overpayments made during 1999 and 2000. Equipment management
fees  decreased $22 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.

General and administrative  costs to affiliates  decreased $12, or 21%, from the
six-month  period  ended June 30, 2001 to the same period in 2002.  The decrease
was due to the decrease in overhead costs allocated 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  was  comparable at $11 and $10 during the six-month
periods ended June 30, 2002 and 2001, respectively.

Net  earnings/(loss)  per limited  partnership  unit fluctuated from earnings of
$0.16 during the six-month  period ended June 30, 2001 to a loss of $0.05 during
the equivalent period in 2002, reflecting the fluctuation in net earnings/(loss)
allocated  to  limited  partners  from  earnings  of  $227  to a  loss  of  $66,
respectively.  The allocation of net  earnings/(loss)  for the six-month periods
ended June 30, 2002 and 2001  included a special  allocation  of gross income to
the  General  Partners  of $12 and $14,  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) income from  operations for the  three-month  periods
ending June 30, 2002 and 2001 was ($1) and $19,  respectively,  on rental income
of $396 and $537,  respectively.  The decrease in rental income of $141, or 26%,
from the three-month period ended June 30, 2001 to the comparable period in 2002
was attributable to decreases in income from container  rentals and other rental
income.  Income from container rentals  decreased $136 or 29%,  primarily due to
decreases in the average container fleet of 16%, average rental rates of 11% and
average on-hire utilization of 4%.

For the three-month  period ended June 30, 2002,  other rental income was $57, a
decrease of $5 from the equivalent  period in 2001. The decrease in other rental
income was primarily due to the decrease in DPP income, offset by an increase in
location  income.  DPP income decreased $15 primarily due to the decrease in the
number of  containers  covered under DPP and a decrease in the average DPP price
charged per container.  Location income increased $7 primarily due to a decrease
in credits granted to lessees for picking up containers  from surplus  locations
as there were fewer leasing opportunities for which credits could be offered.

Direct  container  expenses  decreased $33, or 18%, from the three-month  period
ending  June 30,  2001 to the  equivalent  period  in  2002.  The  decrease  was
primarily due to decreases in storage, DPP and repositioning expenses of $11, $9
and $6, respectively. Storage expense decreased primarily due to the decrease in
the  average  container  fleet and a decrease in the  average  storage  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.
Repositioning  expense decreased due to a decrease in the average  repositioning
cost  per  container,  offset  by the  increase  in  the  number  of  containers
repositioned.

Bad debt benefit decreased from $14 during the three-month period ended June 30,
2001 to $5 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 $58, or 25%, from the three-month  period ended
June 30, 2001 to the  equivalent  period in 2002 primarily due to the decline in
average fleet size and the increase in the number of  containers  that have been
fully depreciated between the periods.

During the  three-month  periods ended June 30, 2002 and 2001,  the  Partnership
recorded additional depreciation expense of $24 and $19, respectively, on 55 and
63 containers  identified as for sale and requiring a reserve.  The  Partnership
sold 87 of these previously written down containers for a loss of $11 during the
three-month  period  ended June 30,  2002 and sold 31  previously  written  down
containers for a loss of $1 during the same period in 2001. The Partnership also
sold  containers that had not been written down and recorded a gain of $28 and a
loss of $8  during  the  three-month  periods  ended  June 30,  2002  and  2001,
respectively.

Management fees to affiliates  decreased $24 or 42% from the three-month  period
ended June 30, 2001 to the same period in 2002 due to decreases in incentive and
equipment  management  fees.  Incentive  management  fees decreased $13 from the
three-month  period ended June 30, 2001 to the same period in 2002 primarily due
to a decrease  in the  amount of  distributions  made from cash from  operations
between the two periods.  Equipment  management fees decreased  primarily due to
the decrease in rental  income and were  approximately  7% of rental  income for
both periods.

General and  administrative  costs to affiliates  decreased $5, or 19%, from the
three-month  period ended June 30, 2001 to the comparable  period in 2002 due to
the  decrease  in  overhead  costs   allocated  from  TEM,  as  the  Partnership
represented a smaller portion of the total fleet managed by TEM.

Gain/loss on sale of containers fluctuated from a loss of $9 for the three-month
period ended June 30, 2001 to a gain of $17 for the same period in 2002.

Net earnings per limited partnership unit decreased from $0.01 to $0.00 from the
three-month  period  ended June 30, 2001 to the same period in 2002,  reflecting
the fluctuation in net earnings/loss allocated to limited partners from earnings
of $17 to a loss of $4,  respectively.  The  allocation  of net earnings  (loss)
included a special  allocation  of gross income to the General  Partners made 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-down  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  busine1ss  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.


                                   TCC EQUIPMENT INCOME FUND
                                   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.


                                   TCC EQUIPMENT INCOME FUND
                                   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>