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


November 12, 1999


Securities and Exchange Commission
Washington, DC  20549

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
"Company")  the  Company's  Quarterly  Report on Form 10-Q for the Third Quarter
ended September 30, 1999.

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

Sincerely,

Nadine Forsman
Controller
<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549



                                    FORM 10-Q



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


                For the quarterly period ended September 30, 1999


                         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 September 30, 1999

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



                                                                                                      Page

<S>                                                                                                  <C>

Item 1.   Financial Statements

          Balance Sheets - September 30, 1999 (unaudited)
          and December 31, 1998..........................................................             3


          Statements of Earnings for the three and nine months
          ended September 30, 1999 and 1998 (unaudited)..................................             4


          Statements of Partners' Capital for the nine months
          ended September 30, 1999 and 1998 (unaudited)..................................             5


          Statements of Cash Flows for the nine months
          ended September 30, 1999 and 1998 (unaudited)..................................             6


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


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


</TABLE>


<PAGE>
<TABLE>
<CAPTION>



TCC EQUIPMENT INCOME FUND
(a California Limited Partnership)

Balance Sheets

September 30, 1999 and December 31, 1998
(Amounts in thousands)
---------------------------------------------------------------------------------------------------------


                                                                             1999               1998
                                                                         -------------      -------------
                                                                           (unaudited)
<S>                                                                     <C>                <C>

Assets
Container rental equipment, net of accumulated
   depreciation of $8,663 (1998:  $9,373) (note 4)                     $       11,272     $       13,153
Cash                                                                              783              1,959
Net investment in direct finance leases                                            38                 18
Accounts receivable, net of allowance for doubtful
   accounts of $185 (1998:  $134)                                                 724                896
Due from affiliates, net (note 2)                                                 172                239
Prepaid expenses                                                                    -                  6
                                                                         -------------      -------------

                                                                       $       12,989     $       16,271
                                                                         =============      =============

Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                    $          140     $          128
   Accrued liabilities                                                             45                 33
   Accrued recovery costs                                                          31                 22
   Accrued damage protection plan costs                                           104                 83
   Warranty claims                                                                 84                132
                                                                         -------------      -------------

       Total liabilities                                                          404                398
                                                                         -------------      -------------

Partners' capital:
   General partners                                                                 -                  -
   Limited partners                                                            12,585             15,873
                                                                         -------------      -------------

       Total partners' capital                                                 12,585             15,873
                                                                         -------------      -------------


                                                                       $       12,989     $       16,271
                                                                         =============      =============


See accompanying notes to financial statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


TCC EQUIPMENT INCOME FUND
(a California Limited Partnership)

Statements of Earnings

For the three and nine months  ended  September  30,  1999 and 1998
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
------------------------------------------------------------------------------------------------------------------------------------


                                                             Three months       Three months        Nine months         Nine months
                                                                    Ended              Ended              Ended               Ended
                                                           Sept. 30, 1999     Sept. 30, 1998     Sept. 30, 1999      Sept. 30, 1998
                                                           ---------------    ---------------    ---------------     ---------------
<S>                                                       <C>                <C>               <C>                 <C>

Rental income                                             $           773    $         1,088    $         2,423     $         3,407
                                                           ---------------    ---------------    ---------------     ---------------

Costs and expenses:
   Direct container expenses                                          190                221                633                 731
   Bad debt expense (benefit)                                          22                 10                 60                 (36)
   Depreciation (note 4)                                              289                319                942                 984
   Professional fees                                                   28                  9                 52                  25
   Management fees to affiliates (note 2)                             107                107                315                 303
   General and administrative costs to affiliates (note 2)             34                 54                133                 190
   Other general and administrative costs                              12                 12                 38                  38
                                                           ---------------    ---------------    ---------------      --------------

                                                                      682                732              2,173               2,235
                                                           ---------------    ---------------    ---------------      --------------

   Income from operations                                              91                356                250               1,172
                                                           ---------------    ---------------    ---------------      --------------

Other (expense) income:
   Interest income                                                     10                 29                 38                  71
   (Loss) gain on sale of containers                                  (56)                (2)               (65)                136
                                                           ---------------    ---------------    ---------------      --------------

                                                                      (46)                27                (27)                207
                                                           ---------------    ---------------    ---------------      --------------

    Net earnings                                          $            45    $           383    $           223      $        1,379
                                                           ===============    ===============    ===============      ==============

Allocation of net earnings (note 2):
   General partners                                       $            17    $             8    $            47      $           23
   Limited partners                                                    28                375                176               1,356
                                                           ---------------    ---------------    ---------------      --------------

                                                          $            45    $           383    $           223      $        1,379
                                                           ===============    ===============    ===============      ==============
Limited partners' per unit share
   of net earnings                                        $          0.02    $          0.26    $          0.12      $         0.92
                                                           ===============    ===============    ===============      ==============

Limited partners' per unit share
   of distributions                                       $          0.85    $          0.50    $          2.35      $         1.50
                                                           ===============    ===============    ===============      ==============

Weighted average number of limited
   partnership units outstanding                                1,467,029          1,469,029          1,467,029            1,471,412
                                                           ===============    ===============    ==============       ==============



See accompanying notes to financial statements

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


TCC EQUIPMENT INCOME FUND
(a California Limited Partnership)

Statements of Partners' Capital

For the nine months ended September 30, 1999 and 1998
(Amounts in thousands)
(unaudited)
------------------------------------------------------------------------------------------------------


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

Balances at January 1, 1998                $           (36)    $         18,087      $         18,051

Distributions                                          (23)              (2,208)               (2,231)

Redemptions                                              -                  (29)                  (29)

Net earnings                                            23                1,356                 1,379
                                             --------------      ---------------       ---------------

Balances at September 30, 1998             $           (36)    $         17,206      $         17,170
                                             ==============      ===============       ===============

Balances at January 1, 1999                $             -     $         15,873      $         15,873

Distributions                                          (47)              (3,449)               (3,496)

Redemptions (note 5)                                     -                  (15)                  (15)

Net earnings                                            47                  176                   223
                                             --------------      ---------------       ---------------

Balances at September 30, 1999             $             -     $         12,585      $         12,585
                                             ==============      ===============       ===============





See accompanying notes to financial statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


TCC EQUIPMENT INCOME FUND
(a California Limited Partnership)

Statements of Cash Flows

For the nine months ended September 30, 1999 and 1998
(Amounts in thousands)
(unaudited)
-------------------------------------------------------------------------------------------------------------


                                                                                1999                1998
                                                                           ---------------      -------------
<S>                                                                       <C>                  <C>

Cash flows from operating activities:
      Net earnings                                                       $            223     $        1,379
      Adjustments to reconcile net earnings to
        net cash provided by operating activities:
          Depreciation (note 4)                                                       942                984
          Increase (decrease) in allowance for doubtful accounts,
             excluding write-off (note 6)                                              51                (78)
          Loss (gain) on sale of containers (note 4)                                   65               (136)
          (Increase) decrease in assets:
             Net investment in direct financing leases                                 13                125
             Accounts receivable, excluding write-off (note 6)                        121                422
             Due from affiliates, net                                                  50               (269)
             Prepaid expenses                                                           6                 37
          Increase (decrease) in liabilities:
             Accounts payable and accrued liabilities                                  24                  -
             Accrued recovery costs                                                     9                 (9)
             Damage protection plan costs                                              21                 (4)
             Warranty claims                                                          (48)               (48)
                                                                           ---------------      -------------


                Net cash provided by operating activities                           1,477              2,403
                                                                           ---------------      -------------

Cash flows from investing activities:
      Proceeds from sale of containers                                                857              1,188
      Container purchases                                                               -                (26)
                                                                           ---------------      -------------

                Net cash provided by investing activities                             857              1,162
                                                                           ---------------      -------------

Cash flows from financing activities:
      Redemptions of limited partnership units                                        (15)               (29)
      Distributions to partners                                                    (3,495)            (2,231)
                                                                           ---------------      -------------

                Net cash used in financing activities                              (3,510)            (2,260)
                                                                           ---------------      -------------

Net (decrease) increase in cash                                                    (1,176)             1,305

Cash at beginning of period                                                         1,959              1,166
                                                                           ---------------      -------------

Cash at end of period                                                    $            783     $        2,471
                                                                           ===============      =============



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 nine months ended September 30, 1999 and 1998
(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  September  30, 1999 and 1998,  and  December  31, 1998 and 1997,
resulting in  differences  in amounts  recorded and amounts of cash disbursed or
received by the  Partnership,  as shown in the  Statements of Cash Flows for the
nine-month periods ended September 30, 1999 and 1998.

                                                               Sept. 30        Dec. 31         Sept. 30       Dec. 31
                                                                   1999           1998             1998          1997
                                                               ---------       --------        ---------      --------
<S>                                                         <C>            <C>            <C>              <C>

Container purchases included in:
     Due to affiliates..............................               $  -           $  -             $  -         $  12

Distributions to partners included in:
     Due to affiliates..............................                  3              2                2             2

Proceeds from sale of containers included in:
     Due from affiliates............................                188            204              185           296

The following table summarizes the amounts of container purchases, distributions
to partners and proceeds from sale of containers recorded by the Partnership and
the amounts  paid or received as shown in the  Statements  of Cash Flows for the
nine-month periods ended September 30, 1999 and 1998.

                                                                                                   1999          1998
                                                                                                   ----          ----

Container purchases recorded......................................................               $    -        $   14
Container purchases paid..........................................................                    -            26

Distributions to partners declared................................................                3,496         2,231
Distributions to partners paid....................................................                3,495         2,231

Proceeds from sale of containers recorded.........................................                  841         1,077
Proceeds from sale of containers received.........................................                  857         1,188


See accompanying notes to financial statements

</TABLE>



<PAGE>


TCC EQUIPMENT INCOME FUND
(a California Limited Partnership)

Notes To Financial Statements

For the three and nine months  ended  September  30,  1999 and 1998
(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 between two to six or more years  depending on whether the containers
      are sold in one or more large  transactions  or are sold gradually as they
      reach the end of their useful marine lives.  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  final   distributions   with  respect  to  the  Partnership's
      dissolution,  will occur at the end of the  liquidation  phase when all or
      substantially all of the Partnership's containers have been sold.

      All adjustments  (which were only normal and recurring  adjustments) which
      are,  in the  opinion  of  management,  necessary  to fairly  present  the
      financial  position of the  Partnership  as of September 30, 1999, and the
      results of its operations, changes in partners' capital and cash flows for
      the three and nine-month  periods ended  September 30, 1999 and 1998, 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
      December 31, 1998, 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.  Actual  results  could  differ  from those
      estimates.

      Certain  reclassifications,  not affecting net earnings, have been made to
      prior year  amounts in order to  conform to the 1999  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.  Prior
      to its liquidation in October 1998, Textainer Acquisition Services Limited
      (TAS),  a former  affiliate of the General  Partners,  performed  services
      related to the  acquisition  of  containers  outside the United  States on
      behalf of the Partnership.  The General Partners manage the affairs of the
      Partnership.

      In accordance with the Partnership Agreement,  sections 3.10 and 3.11, 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  the  General  Partners' aggregate  capital  account,  the  Partnership
      Agreement provides  for a special  allocation of gross income equal to the
      amount of the deficit.

      As part of the operation of the Partnership,  the Partnership is to pay to
      the General Partners, or TAS prior to its liquidation, 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  incurred $53 and $146 of incentive management fees during the
      three and nine-month periods ended September 30, 1999,  respectively,  and
      $31 and $93 for the comparable periods in 1998,  respectively.  There were
      no  acquisition  fees or equipment  liquidation  fees incurred  during the
      nine-month periods ended September 30, 1999 and 1998.

      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
      September 30, 1999 and December 31, 1998.

      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 $54 and $169 for the three and nine-month  periods ended September
      30, 1999,  respectively,  and $76 and $210 for the  comparable  periods in
      1998, respectively.  The Partnership's container fleet is leased by TEM to
      third party lessees on operating master leases,  spot leases,  term leases
      and direct finance  leases.  The majority of the container fleet is leased
      under operating master leases with limited terms and no purchase option.

      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.  Total  general  and
      administrative  costs  allocated  to  the  Partnership  in the  three  and
      nine-month periods ended September 30, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>

                                                Three months              Nine months
                                               ended Sept. 30,          ended Sept. 30,
                                               ---------------          ---------------
                                               1999       1998          1999       1998
                                               ----       ----          ----       ----
<S>                                           <C>        <C>           <C>        <C>

          Salaries                              $19        $29          $ 73       $ 94
          Other                                  15         25            60         96
                                                 --         --           ---        ---
            Total general and
               administrative costs             $34        $54          $133       $190
                                                 ==         ==           ===        ===
</TABLE>

      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 for the three and nine-month  periods ended September 30, 1999
      and 1998:
<TABLE>
<CAPTION>

                                                Three months              Nine months
                                               ended Sept. 30,          ended Sept. 30,
                                               ---------------          ---------------
                                               1999       1998          1999       1998
                                               ----       ----          ----       ----
<S>                                           <C>        <C>           <C>        <C>

         TEM                                    $29        $49          $118       $172
         TFS                                      5          5            15         18
                                                ---        ---           ---        ---
           Total general and
              administrative costs              $34        $54          $133       $190
                                                 ==         ==           ===        ===
</TABLE>

      At September 30, 1999 and December 31, 1998, due from  affiliates,  net is
      comprised of:

                                                          1999       1998
                                                          ----       ----
      Due from affiliates:
          Due from TL...........................          $  -       $  1
          Due from TEM..........................           205        254
                                                           ---        ---
                                                           205        255
                                                           ---        ---

      Due to affiliates:
          Due to TCC............................             4          6
          Due to TFS............................            29         10
                                                           ---        ---
                                                            33         16
                                                           ---        ---

      Due from affiliates, net                            $172       $239
                                                           ===        ===

      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
      and fees  described  above and in the accrual and remittance of net rental
      revenues and sales proceeds from TEM.

Note 3.   Rentals Under Long-Term Operating Leases

      The following are the future  minimum rent  receivables  under  cancelable
      long-term  operating leases at September 30, 1999. Although the leases are
      generally  cancelable  with a  penalty  at the  end of  each  twelve-month
      period,  the  following  schedule  assumes  that  the  leases  will not be
      terminated.

              Year ending September 30:

              2000.............................................             $155
              2001.............................................               28
              2002.............................................               26
              2003.............................................               17
              2004.............................................                1
                                                                             ---

              Total minimum future rentals receivable..........             $227
                                                                             ===

Note 4.   Container Rental Equipment Write-Down

      New container  prices have been declining  since 1995, and the cost of new
      containers  at year-end 1998 and during 1999 was  significantly  less than
      the cost of containers purchased in prior years. The Partnership evaluated
      the recoverability of the recorded amount of container rental equipment at
      September 30, 1999 and December 31, 1998, and determined  that a reduction
      to the carrying  value of the  containers  held for  continued use was not
      required,  but that a write-down in value of certain containers identified
      for sale was  required.  During the year ended  December  31, 1998 and the
      nine-month period ended September 30, 1999, the Partnership wrote down the
      value of these  containers to their estimated fair value,  which was based
      on recent sales prices.  These  write-downs  were included in depreciation
      expense.

      At December 31, 1998, the Partnership  recorded a write-down of $61 on 298
      containers  identified  for  sale  in low  demand  locations.  During  the
      nine-month  period ended September 30, 1999, the  Partnership  sold 195 of
      these previously  written down containers for a gain of $3 and recorded an
      additional  write-down  of  $79  on the  remaining  previously  identified
      containers and 186 additional containers  subsequently identified for sale
      in these  locations.  The Partnership  incurred some losses on the sale of
      certain  containers  previously  written  down as the actual  sales prices
      received on these  containers  were lower than the estimates  used for the
      write-down recorded in 1998, due to unexpected declines in container sales
      prices.

      If more containers in these or other locations are subsequently identified
      as available  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.

Note 5.   Redemptions

      The following  redemptions were consummated by the Partnership  during the
      nine-month period ended September 30, 1999:
<TABLE>
<CAPTION>

                                                                 Units            Average
                                                               Redeemed       Redemption Price          Amount Paid
                                                               --------       ----------------          -----------
<S>                                                           <C>            <C>                       <C>

          Inception through December 31, 1998........             5,775           $  9.35                  $ 54

          Nine-month period ended:
                September 30, 1999...................             1,750           $  8.57                    15
                                                                  -----                                    ----

          Partnership to date........................             7,525           $  9.17                  $ 69
                                                                  =====                                    ====
</TABLE>

      The redemption price is fixed by formula.

Note 6.   Accounts Receivable Write-Off

      During  March  1998,   the   Partnership   wrote-off  $391  of  delinquent
      receivables  from two lessees against which reserves were recorded in 1994
      and 1995.
<PAGE>

Note 7.  Readiness for Year 2000

      Many computer  systems may experience  difficulty  processing dates beyond
      the year 1999; as a  consequence,  some computer  hardware and software at
      many companies will need to be modified or replaced prior to the year 2000
      in order to remain functional. The Partnership relies on the financial and
      operating systems provided by the General Partners;  these systems include
      both information technology systems as well as non-information  technology
      systems.  There can be no assurance  that issues  related to the Year 2000
      will not have a material  impact on the  financial  condition,  results of
      operations or cash flows of the Partnership.

<PAGE>


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

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

The Financial  Statements contain  information,  which will assist in evaluating
the  financial  condition  of  the  Partnership  as of and  for  the  three  and
nine-month  periods  ended  September  30,  1999 and 1998.  Please  refer to the
Financial  Statements  and  Notes  thereto  in  connection  with  the  following
discussion.

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
between two to six or more years depending on whether the containers are sold in
one or more large  transactions  or are sold  gradually 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
investing  activities is expected to fluctuate based on the number of containers
sold  and  the  actual  sales  price  per  container  received  on the  sale  of
containers.  Consequently,  the Partnership  anticipates that a large portion of
all future distributions will be a return of capital.

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

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 nine-month period ended September 30,
1999, the Partnership redeemed 1,750 units for a total dollar amount of $15.

The Partnership  invests working capital and cash flow from operations  prior to
its  distribution  to  the  partners  in  short-term,  liquid  investments.  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 nine-month period ended September 30, 1999, the Partnership  declared
cash distributions to limited partners of $3,449,  which pertained to the fourth
quarter of 1998 through the second quarter of 1999. This amount represents $2.35
per unit,  or 11.75% of the Limited  Partner's  original  investment.  On a cash
basis,  $1,477 of these  distributions  was from  operating  activities  and the
remainder was from excess cash. On a GAAP basis,  $3,273 of these  distributions
was a return of capital and the balance was from net income.

Net cash provided by operating  activities  for the  nine-month  periods  ending
September 30, 1999 and 1998 was $1,477 and $2,403, respectively. The decrease of
$926 was  primarily  attributable  to  decreases in net  earnings,  adjusted for
non-cash  transactions  and smaller  decreases  in accounts  receivable,  net of
write-offs,  offset by  fluctuations in 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  accounts  receivable  of $121  for  the  nine-month  period  ended
September 30, 1999 resulted  primarily from the decrease in rental  income.  The
decrease  in  accounts  receivable  of $422 for the  comparable  period  in 1998
resulted  primarily  from  a  decrease  in the  collection  period  of  accounts
receivable and lower rental income.  Fluctuations  in due from  affiliates,  net
result from  timing  differences  in the  payment of  expenses  and fees and the
remittance of net rental revenues.

For the nine-month periods ending September 30, 1999 and 1998, net cash provided
by  investing  activities  (the  sale  of  containers,)  was  $857  and  $1,162,
respectively.  The decrease of $305 was primarily due to the Partnership selling
fewer  containers and receiving a lower average sales price per container during
the nine-month period ended September 30, 1999 than during the equivalent period
in 1998. In addition to the liquidation  plans  discussed  above, as a result of
current  market  conditions,  the  Partnership  has  recently  sold and plans to
continue to sell certain  containers  in low demand  locations.  Current  market
conditions  have also had an adverse  effect on the average sales price recently
realized on the sale of  containers.  The sale of certain  containers and market
conditions are discussed more fully under "Results of Operations".

Results of Operations

The  Partnership's  income from operations,  which consists  primarily of rental
income, container depreciation,  direct container expenses, management fees, and
reimbursement of administrative expenses was directly related to the size of the
container fleet during the nine-month periods ended September 30, 1999 and 1998,
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:

                                                                1999       1998
                                                                ----       ----

                 Beginning container fleet...............      6,769      7,887
                 Ending container fleet..................      6,075      7,044
                 Average container fleet.................      6,422      7,466

The average  container  fleet  decreased  14% from the  nine-month  period ended
September 30, 1998 to the equivalent  period in 1999 due to the continuing  sale
of containers  (i) that had reached the end of their useful lives,  (ii) that an
analysis had indicated that their sale was warranted and (iii) that were located
in low  demand  locations  and had  been  identified  as  being  for  sale.  The
Partnership expects that the size of its container fleet will further decline as
additional  containers  are sold for these three 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  nine-month  period
ended  September  30, 1998 to the  equivalent  period in 1999.  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 utilization
of the container  fleet,  which was 72% and 81% on average during the nine-month
periods  ended  September  30,  1999 and 1998,  respectively.  This  decline  in
utilization,  primarily caused by lower demand, had a significant adverse effect
on rental income as discussed  below. In addition,  rental income is affected by
daily rental rates and leasing incentives.

The  following is a comparative  analysis of the results of  operations  for the
nine-month periods ended September 30, 1999 and 1998.

The  Partnership's  income from  operations  for the  nine-month  periods ending
September 30, 1999 and 1998 was $250 and $1,172, respectively,  on rental income
of $2,423 and $3,407,  respectively.  The decrease in rental  income of $984, or
29%,  from the  nine-month  period ended  September  30, 1998 to the  comparable
period in 1999 was  attributable  to decreases in income from container  rentals
and other rental income.  Income from container rentals,  the major component of
total revenue, decreased $822, or 28%, primarily due to decreases in the average
container fleet of 14%,  average  on-hire  utilization of 11% and average rental
rates of 5%.  The  decline  in  utilization  and the  decline in the size of the
container fleet,  which is discussed  above,  had the most  significant  adverse
effect on rental income.

The decline in average  utilization from the three and nine-months periods ended
September 30, 1998 to the equivalent  periods in 1999 was primarily due to lower
demand for leased  containers.  Demand  decreased  primarily due to (i) shipping
lines  continuing  to  purchase  rather  than  lease  containers  as a result of
historically low new container prices and low interest rates and (ii) the growth
of the trade  imbalance  with Asia.  Rental rates have also declined as shipping
lines continue to negotiate lower rates as a result of this lower demand and the
historically low container prices.

The trade  imbalance  has been the primary cause of the  continuing  build-up of
containers in lower demand  locations.  The General  Partners have  continued to
reposition  newer  containers to higher demand locations in an effort to improve
utilization  and  alleviate  container  build-up.  Partially as a result of this
effort,  utilization has remained  comparable during the first three quarters of
1999 and has been steadily increasing since August 1999. However, as a result of
the repositioning  effort,  the Partnership  continued to incur increased direct
container  expenses in 1999.  For the  near-term,  the General  Partners plan to
continue this repositioning effort.

The  Partnership  also plans to continue to sell certain  containers  located in
lower demand  locations.  The decision to sell these  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 during 1998 and 1999 were older
containers  as  the  expected  economic  benefit  of  continuing  to  own  these
containers was significantly less than that of newer containers primarily due to
their  shorter  remaining  marine life and the shipping  lines'  preference  for
leasing newer containers.

Because of the decision to sell  certain  containers  during 1998 and 1999,  the
Partnership wrote down the value of these specifically  identified containers to
their  estimated  fair value,  which was based on recent  sales  prices.  Due to
unanticipated  declines in  container  sales  prices,  the actual  sales  prices
received on certain containers during 1999 was lower than the estimates used for
the write-down recorded in 1998,  resulting in the Partnership  incurring losses
upon the sale of some of these containers.  The Partnership  recorded additional
write-downs  during 1999 on previously  written down  containers  and on certain
other  containers,  which were identified as meeting the same criteria for sale.
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 for or write-down
the value of container rental equipment.

For the near term the  General  Partners  do not  foresee  material  changes  in
existing  market  conditions  and  caution  that  utilization,  lease  rates and
container   sale  prices  could  further   decline,   adversely   affecting  the
Partnership's operating results.

Substantially  all of the  Partnership's  rental income was  generated  from the
leasing of the Partnership's containers under short-term operating leases.

The  balance of other  rental  income  consists  of other  lease-related  items,
primarily  income from charges to lessees for dropping off containers in surplus
locations less credits  granted to lessees for leasing  containers  from surplus
locations (location income), income from charges to lessees for handling related
to leasing and returning containers (handling income) and income from charges to
lessees for a Damage  Protection  Plan (DPP).  For the  nine-month  period ended
September  30, 1999,  the total of these other  rental  income items was $299, a
decrease of $162 from the equivalent  period in 1998. The decrease was primarily
due to decreases in location and handling income of $143 and $35,  respectively.
Location  income  decreased  due to decreases in charges to lessees for dropping
off containers in certain locations.  Handling income decreased due to decreases
in container  movement and in the average  handling  price charged per container
during the  nine-month  period  ended  September  30, 1999  compared to the same
period in 1998. The 14% decline in the average  container fleet also contributed
to these decreases.

Direct  container  expenses  decreased $98, or 13%, from the  nine-month  period
ending  September 30, 1998 to the  equivalent  period in 1999.  The decrease was
primarily due to the decline in the average container fleet which contributed to
the  decreases  in  repositioning  and  insurance   expenses  of  $90  and  $20,
respectively,  partially  offset  by an  increase  in  storage  expense  of $59.
Repositioning  expense decreased due to the decrease in the number of containers
repositioned  in the nine-month  period ended September 30, 1999 compared to the
same period in 1998. Insurance expense decreased due to a reduction in insurance
premiums.  Storage expense increased due to the decrease in average  utilization
noted above and due to an increase in the  average  storage  cost per  container
during the nine-month period ended September 30, 1999 compared to the equivalent
period in 1998.

Bad debt expense increased from a benefit of $36 for the nine-month period ended
September 30, 1998 to an expense of $60 in the  comparable  period in 1999.  The
effect of  insurance  proceeds  received  during  the  nine-month  period  ended
September 30, 1998,  relating to certain  receivables against which reserves had
been recorded in 1994 and 1995, as well as the resolution of payment issues with
one lessee during 1998, were primarily  responsible for the benefit  recorded in
1998 and, therefore, the fluctuation in bad debt expense between the periods.

Depreciation  expense  decreased  $42, or 4%, from the  nine-month  period ended
September 30, 1998 to the comparable period in 1999 primarily due to the decline
in average fleet size and due to certain containers which were acquired used and
have now been fully  depreciated.  This  decrease  was  offset by an  additional
charge included in depreciation as described below.

New  container  prices  have  been  declining  since  1995,  and the cost of new
containers at year-end  1998 and during 1999,  was  significantly  less than the
cost of  containers  purchased in prior years.  The  Partnership  evaluated  the
recoverability of the recorded amount of container rental equipment at September
30, 1999 and December 31, 1998, and determined  that a reduction to the carrying
value of the  containers  held for continued  use was not  required,  but that a
write-down  in value of certain  containers  identified  for sale was  required.
During  the year  ended  December  31,  1998  and the  nine-month  period  ended
September 30, 1999, the Partnership  wrote down the value of these containers to
their estimated fair value, which was based on recent sales prices.

At December  31,  1998,  the  Partnership  recorded a  write-down  of $61 on 298
containers  identified for sale in low demand  locations.  During the nine-month
period ended  September 30, 1999, the Partnership  sold 195 of these  previously
written down  containers for a gain of $3 and recorded an additional  write-down
of $79 on the remaining  previously  identified  containers  and 186  additional
containers subsequently identified for sale in these locations.

If more  containers in these or other locations are  subsequently  identified as
available  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.

Management fees to affiliates  increased $12, or 4%, from the nine-month  period
ended September 30, 1998 to the comparable  period in 1999 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 and partners' capital,  increased between the two
periods  primarily due to greater  distributions  paid in the nine-month  period
ended September 30, 1999 compared to the equivalent period in 1998. The decrease
in equipment  management  fees  resulted  primarily  from the decrease in rental
income,  upon  which the  management  fee is  primarily  based.  These fees were
approximately 7% of rental income for the nine-month  period ended September 30,
1999.  Equipment  management fees for the nine-month  period ended September 30,
1998 were only 6% of  rental  income  due to an  adjustment  resulting  from the
write-off of receivables for two lessees.

General and administrative  costs to affiliates  decreased $57, or 30%, from the
nine-month  period ended  September 30, 1998 to the  comparable  period in 1999,
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.

Other  expense  decreased  from income of $207 for the  nine-month  period ended
September 30, 1998 to an expense of $27 for the  comparable  period in 1999. The
decrease  was  primarily  due to the  fluctuation  in  gain  (loss)  on  sale of
containers  from a gain of $136 for the  nine-month  period ended  September 30,
1998 to a loss of $65 for the  comparable  period  in 1999.  The loss on sale of
containers  recorded  during the nine-month  period ended September 30, 1999 was
primarily due to the Partnership  selling  containers in low demand locations at
lower average sales prices as discussed above.

Net earnings per limited partnership unit decreased from $0.92 to $0.12 from the
nine-month  period  ended  September  30,  1998  to the  same  period  in  1999,
reflecting  the decrease in net  earnings  allocated  to limited  partners  from
$1,356 to $176, respectively.  The allocation of net earnings included a special
allocation  of gross  income to the  General  Partners  in  accordance  with the
Partnership Agreement.


The  following is a comparative  analysis of the results of  operations  for the
three-month periods ended September 30, 1999 and 1998.

The  Partnership's  income from  operations for the  three-month  periods ending
September 30, 1999 and 1998 was $91 and $356, respectively,  on rental income of
$773 and $1,088,  respectively.  The decrease in rental  income of $315, or 29%,
from the three-month period ended September 30, 1998 to the comparable period in
1999 was primarily  attributable to a decrease in income from container rentals.
Income from container rentals decreased $268, or 28%, primarily due to decreases
in the average  container fleet of 14%,  average on-hire  utilization of 10% and
average  rental  rates  of 6%.  Leasing  incentives  also  increased,  adversely
affecting rental income, however, the declines in utilization and fleet size had
the most significant adverse effect on rental income.

Other rental income was $99 for the three-month period ended September 30, 1999,
a decrease of $47 from the equivalent period in 1998. The decrease was primarily
due to decreases in location  and handling  income of $31 and $9,  respectively.
Location income  decreased  primarily due to decreases in charges to lessees for
dropping  off  containers  in  certain  locations.   Handling  income  decreased
primarily due to a decrease in the average  handling price charged per container
during the  nine-month  period  ended  September  30, 1999  compared to the same
period in 1998.

Direct  container  expenses  decreased $31, or 14%, from the three-month  period
ending  September 30, 1998 to the  equivalent  period in 1999.  The decrease was
primarily due to decreases in repositioning,  maintenance and insurance expenses
of $12, $11 and $7, respectively,  and due to a smaller average container fleet.
Repositioning  expense decreased primarily due to the Partnership  repositioning
fewer containers during the three-month period ended September 30, 1999 compared
to the comparable  period in 1998.  Maintenance  expense  decreased due to fewer
containers  requiring  repair,  offset  by a  higher  average  repair  cost  per
container. Insurance expense decreased due to a reduction in insurance premiums.

Bad debt expense  increased $12 from the three-month  period ended September 30,
1998 to the comparable period in 1999. The resolution of payment issues with one
lessee  during 1998 was  primarily  responsible  for the lower cost in 1998 and,
therefore, the increase in bad debt expense between the periods.

Depreciation  expense  decreased $30, or 9%, from the  three-month  period ended
September 30, 1998 to the comparable period in 1999 primarily due to the decline
in average fleet size,  offset by the additional  depreciation  charge of $11 to
write-down the value of containers identified for sale.

Management fees to affiliates  remained  comparable at $107 for both three-month
periods  ended  September  30, 1999 and 1998  primarily  due to the  increase in
incentive  management fees, offset by the decrease in equipment  management fees
for the reasons discussed above.

General and administrative  costs to affiliates  decreased $20, or 37%, from the
three-month period ended September 30, 1998 to the comparable period in 1999 due
to a decrease in the allocation of overhead costs from TEM.

Other  income  decreased  from income of $27 for the  three-month  period  ended
September 30, 1998 to an expense of $46 for the  comparable  period in 1999. The
decrease was primarily due to the increase in loss on sale of containers of $54,
which  resulted  primarily  from  lower  sales  prices  received  on the sale of
containers.

Net earnings per limited partnership unit decreased from $0.26 to $0.02 from the
three-month  period  ended  September  30,  1998 to the  same  period  in  1999,
reflecting the decrease in net earnings  allocated to limited partners from $375
to  $28,  respectively.  The  allocation  of net  earnings  included  a  special
allocation of gross income to the General  Partners made in accordance  with the
Partnership Agreement.

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.  The General  Partners are not
aware of any  conditions as of September 30, 1999,  which would result in such a
risk materializing.

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,  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.

Readiness for Year 2000

Many computer systems may experience difficulty processing dates beyond the year
1999; as a  consequence,  some computer  hardware and software at many companies
will need to be modified  or replaced  prior to the year 2000 in order to remain
functional.  The  Partnership  relies on the  financial  and  operating  systems
provided  by the  General  Partners;  these  systems  include  both  information
technology (IT) systems as well as non-information  technology (non-IT) systems.
For  IT  and   non-IT   systems   developed   by   independent   third   parties
(externally-developed)  the General Partners have obtained  representations from
their vendors and suppliers  that these systems are Year 2000 compliant and have
internally tested mission critical systems as operational.  The General Partners
have  reviewed  all  internally-developed  IT and non-IT  systems  for Year 2000
issues and  identified  certain of these systems which  required  revision.  The
General  Partners have  completed  the revision and testing of these  identified
systems, and these revised systems are now operational.

The cost of the revisions and testing  relating to these systems was incurred by
TEM and a  portion  of the  cost was  allocated  to the  Partnership  as part of
general and administrative costs allocated from TEM during 1998. While Year 2000
remediation costs were not specifically  identified,  it is estimated that total
Year 2000 related  expenses  included in allocated  overhead  from TEM were less
than $10. The Partnership and the General  Partners do not anticipate  incurring
significant additional remediation costs related to the Year 2000 issue in 1999.
There has been no material effect on the Partnership's  financial  condition and
results of operations as a result of TEM's delay in routine systems  projects as
a result of Year 2000 remediation.

As noted  above,  Year 2000  compliance  testing was  undertaken  by the General
Partners  on  both  externally-  and  internally-developed   systems.   Standard
transactions  were  processed  under  simulated  operating  conditions for dates
crossing  over  January  1, 2000 as well as for  other  critical  dates  such as
February 29, 2000. In the standard  business  scenarios  tested,  the identified
systems  appeared  to  function  correctly.   Under  nonstandard  conditions  or
unforeseen  scenarios,  the results may be  different.  Therefore,  these tests,
regardless of how  carefully  they were  conducted,  cannot  guarantee  that the
General  Partners'  systems  will  function  without  error in the Year 2000 and
beyond.  If these  systems  are not  operational  in the Year 2000,  the General
Partners have determined that they can operate manually for approximately two to
three months while correcting the system problems before  experiencing  material
adverse  effects on the  Partnership's  and the General  Partners'  business and
results of operations.  However,  shifting  portions of the daily  operations to
manual  processes  may result in time  delays and  increased  processing  costs.
Additionally,  the Partnership  and General  Partners may not be able to provide
lessees  with timely and  pertinent  information,  which may  negatively  affect
customer  relations and lead to the potential  loss of lessees,  even though the
immediate  monetary  consequences  of this  would  be  limited  by the  standard
Partnership lease agreements between the lessees and the Partnership.

The Partnership and the General Partners are also continuing their assessment of
Year 2000  issues  with third  parties,  comprised  of  lessees,  manufacturers,
depots,  and other  vendors and  suppliers,  with whom the  Partnership  and the
General Partners have a material  business  relationship  (Third  Parties).  The
General Partners have sent letters to the Partnership's  lessees and other Third
Parties  requesting  representations  on their Year 2000 readiness.  The General
Partners  have  received  responses  to 90% of these  letters with all but seven
respondents  representing  that  they are or will be Year  2000  compliant.  The
General  Partners  are  continuing  to follow up with  non-respondents  and will
continue to identify  additional  Third Parties whose Year 2000 readiness should
be assessed.  Non-compliance  by these seven  respondents  and by the  remaining
non-respondents  is not  expected  to  have a  material  adverse  effect  on the
Partnership's  operations or financial condition.  Non-compliance by other third
parties is not expected to have a material effect on the  Partnership's  results
of operations and financial condition.

Nevertheless,  the  Partnership and the General  Partners  believe that they are
likely to encounter Year 2000 problems with certain Third Parties,  particularly
those  with  significant  operations  within  countries  that  are not  actively
promoting  correction of Year 2000 issues.  Possible  consequences  of Year 2000
non-compliance  among Third Parties  include,  but are not limited to, (i) TEM's
inability  to  provide  service to certain  areas of the world,  (ii)  delays in
container  movement,  (iii)  payment  and  collection  difficulties,   and  (iv)
invoicing errors due to late reporting of transactions.  These types of problems
could  result in  additional  operating  costs and loss of lessee  business.  As
discussed  above,  the General  Partners are prepared to shift portions of their
daily operations to manual processes in the event of Third Party non-compliance.
With respect to manufacturers, vendors and other suppliers, the General Partners
would also  attempt  to find  alternate  sources  for goods and  services.  With
respect to depots and agents who handle,  inspect or repair  containers,  if the
majority of the  computer  systems  and  networks  of TEM are  operational,  the
General Partners believe that they will be able to compensate manually for these
Third  Parties'  failures  (e.g.,  one field  office  performing  data entry for
another,  communication  with  depots  conducted  without  computers),  by using
temporary  personnel at additional cost.  Although costs will be incurred to pay
for the temporary  personnel,  the Partnership  and the General  Partners do not
expect these costs to be material to the  Partnership.  With respect to lessees'
non-compliance,   the  General  Partners  would  compensate  for  communications
failures  manually.  If a  lessee's  noncompliance  is broad  enough to  disrupt
significantly  the  operations of its shipping  business,  the resulting loss of
revenue could result in the lessee renting fewer containers. The Partnership and
the  General  Partners  are unable to  estimate  the  financial  impact of these
problems,  but to the extent that lessee's  problems result in weakening  demand
for  containers,  the  Partnership's  results  of  operations  would  likely  be
adversely  affected.  If Year 2000  problems  result  in delays in  collections,
either  because of the additional  time required to communicate  with lessees or
because of  lessees'  loss of  revenues,  the  Partnership's  cash flow could be
affected and distributions to general and limited partners could be reduced. The
Partnership  and the General  Partners  believe that these risks are inherent in
the industry and are not specific to the Partnership or General Partners.

Forward Looking Statements and Other Risk Factors Relating to the Year 2000

The foregoing analysis of Year 2000 issues includes  forward-looking  statements
and  predictions  about  possible or future  events,  results of operations  and
financial condition. As such, this analysis may prove to be inaccurate,  because
of the  assumptions  made by the  Partnership  and the  General  Partners or the
actual development of future events. No assurance can be given that any of these
forward-looking  statements and predictions  will ultimately prove to be correct
or  even  substantially  correct.  Some  of the  risks  relating  to  Year  2000
compliance are described above. In addition,  in analyzing Year 2000 issues, the
Partnership and the General Partners have assumed that the infrastructure of the
United States and most other  countries,  including  ports and customs,  remains
intact.  If the  infrastructure  of one or  more  countries  were to  fail,  the
resulting  business  disruption  would  likely  have an  adverse  effect  on the
Partnership and the General  Partners.  The Partnership and General Partners are
unable to determine a reasonably  likely worst case  scenario in the event of an
infrastructure failure or failures.

Various  other risks and  uncertainties  could also affect the  Partnership  and
could affect the Year 2000 analysis, causing the effect on the Partnership to be
more severe than discussed above. These risks and uncertainties include, but are
not limited to, the following.  The Partnerships' and the General Partners' Year
2000 compliance testing cannot guarantee that all computer systems will function
without error beyond the Year 2000. Tests were only conducted of normal business
scenarios, and no independent verification or testing was used. Risks also exist
with respect to Year 2000 compliance by Third Parties,  such as the risk that an
external  party,  who may have no  relationship  to the  Partnership  or General
Partners, but who has a significant relationship with one or more Third Parties,
may have a system failure that adversely  affects the  Partnership's  ability to
conduct  its  business.  While the  Partnership  and the  General  Partners  are
attempting  to identify such  external  parties,  no assurance can be given that
they will be able to do so. Furthermore, Third Parties with direct relationships
with the  Partnership,  whose systems have been  identified as likely to be Year
2000 compliant,  may suffer a breakdown due to unforeseen  circumstances.  It is
also possible that the representations and warranties collected in good faith by
the General  Partners from these Third Parties  regarding their  compliance with
Year  2000  issues  may be  incorrect,  as the  information  collected  was  not
independently verified by the General Partners. Finally, it should be noted that
the  foregoing  discussion  of Year 2000 issues  assumes  that to the extent the
General Partners'  systems fail,  either because of unforeseen  complications or
because of Third Parties' failure, switching to manual operations will allow the
Partnership to continue to conduct its business.  While the  Partnership and the
General Partners  believe this assumption to be reasonable,  if it is incorrect,
the Partnership's results of operations would likely be adversely affected.


<PAGE>




                                   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:  November 12, 1999

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:

<TABLE>
<CAPTION>

Signature                                Title                                          Date

<S>                                     <C>                                            <C>

________________________                 Senior Vice President,                         November 12, 1999
Ernest J. Furtado                        (Principal Financial and
                                         Accounting Officer) and
                                         Secretary




________________________                 President (Principal Executive                 November 12, 1999
John A. Maccarone                        Officer)


</TABLE>
<PAGE>




                                   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:  November 12, 1999


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:

<TABLE>
<CAPTION>

Signature                                Title                                          Date



<S>                                     <C>                                            <C>

/s/Ernest J. Furtado                     Senior Vice President,                         November 12, 1999
----------------------------             (Principal Financial and
Ernest J. Furtado                        Accounting Officer) and
                                         Secretary



/s/John A. Maccarone                     President (Principal Executive                 November 12, 1999
----------------------------             Officer)
John A. Maccarone
</TABLE>