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


August 10, 2001


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
"Partnership")  the  Partnership's  Quarterly Report on Form 10-Q for the Second
Quarter ended June 30, 2001.

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, 2001


                        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, 2001

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



                                                                                                      Page

<S>                                                                                                    <C>

Item 1.   Financial Statements

          Balance Sheets - June 30, 2001
          and December 31, 2000 (unaudited)........................................................     3



          Statements of Earnings for the three and six months
          ended June 30, 2001 and 2000 (unaudited).................................................     4



          Statements of Partners' Capital for the six months
          ended June 30, 2001 and 2000 (unaudited).................................................     5



          Statements of Cash Flows for the six months
          ended June 30, 2001 and 2000 (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

June 30, 2001 and December 31, 2000
(Amounts in thousands)
(unaudited)
--------------------------------------------------------------------------------------------------------


                                                                              2001              2000
                                                                         -------------      ------------

<S>                                                                           <C>                <C>
Assets
Container rental equipment, net of accumulated
   depreciation of  $7,403, (2000:  $7,677) (note 4)                     $      8,112       $     8,897
Cash                                                                              652               713
Net investment in direct finance leases (note 3)                                   34                37
Accounts receivable, net of allowance for doubtful
   accounts of $59, (2000:  $103)                                                 417               518
Due from affiliates, net (note 2)                                                  87               126
Prepaid expenses                                                                    1                 3
                                                                         -------------      ------------

                                                                         $      9,303       $    10,294
                                                                         =============      ============

Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                      $        139       $       139
   Accrued liabilities                                                             28                57
   Accrued recovery costs                                                          41                38
   Accrued damage protection plan costs                                            48                64
   Warranty claims                                                                  -                 5
                                                                         -------------      ------------

       Total liabilities                                                          256               303
                                                                         -------------      ------------
Partners' capital:
   General partners                                                                 -                 -
   Limited partners                                                             9,047             9,991
                                                                         -------------      ------------

       Total partners' capital                                                  9,047             9,991
                                                                         -------------      ------------


                                                                         $      9,303       $    10,294
                                                                         =============      ============


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 six months ended June 30, 2001 and 2000
(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, 2001      June 30, 2000       June 30, 2001      June 30, 2000
                                                            --------------    --------------      --------------     ---------------
<S>                                                               <C>              <C>                  <C>                 <C>
Rental income                                               $         537     $         738       $       1,144      $        1,510
                                                            --------------    --------------      --------------     ---------------

Costs and expenses:
   Direct container expenses                                          185               118                 361                 250
   Bad debt benefit                                                   (14)              (20)                (16)                (13)
   Depreciation (note 4)                                              234               276                 469                 546
   Professional fees                                                    9                21                  18                  37
   Management fees to affiliates (note 2)                              57                83                  (8)                166
   General and administrative costs to affiliates (note 2)             27                36                  57                  72
   Other general and administrative costs                              11                13                  22                  24
   Loss (gain) on sale of containers (note 4)                           9               (76)                 10                 (64)
                                                            --------------    --------------      --------------     ---------------

                                                                      518               451                 913               1,018
                                                            --------------    --------------      --------------     ---------------

   Income from operations                                              19               287                 231                 492
                                                            --------------    --------------      --------------     ---------------

Interest income                                                         5                11                  12                  20
                                                            --------------    --------------      --------------     ---------------


   Net earnings                                             $          24     $         298       $         243      $          512
                                                            ==============    ==============      ==============     ===============

Allocation of net earnings (note 2):
   General partners                                         $           7     $          10       $          16      $           20
   Limited partners                                                    17               288                 227                 492
                                                            --------------    --------------      --------------     ---------------

                                                            $          24     $         298       $         243      $          512
                                                            ==============    ==============      ==============     ===============
Limited partners' per unit share
   of net earnings                                          $        0.01     $        0.20       $        0.16      $         0.34
                                                            ==============    ==============      ==============     ===============

Limited partners' per unit share
   of distributions                                         $        0.32     $        0.50       $        0.80      $         1.00
                                                            ==============    ==============      ==============     ===============

Weighted average number of limited
   partnership units outstanding                                1,454,813         1,467,029           1,454,813           1,467,029
                                                            ==============    ==============      ==============     ===============



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, 2001 and 2000
(Amounts in thousands)
(unaudited)
-----------------------------------------------------------------------------------------------------------

                                                                         Partners' Capital
                                                        ---------------------------------------------------

                                                           General            Limited             Total
                                                        -------------      -------------       ------------
<S>                                                         <C>                 <C>                 <C>

Balances at January 1, 2000                             $          -       $     12,077        $    12,077

Distributions                                                    (20)            (1,467)            (1,487)

Net earnings                                                      20                492                512
                                                        -------------      -------------       ------------

Balances at June 30, 2000                               $          -       $     11,102        $    11,102
                                                        =============      =============       ============

Balances at January 1, 2001                             $          -       $      9,991        $     9,991

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

Redemptions (note 5)                                               -                 (7)                (7)

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

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



</TABLE>

See accompanying notes to financial statements

<PAGE>
<TABLE>
<CAPTION>

TCC EQUIPMENT INCOME FUND
(a California Limited Partnership)

Statements of Cash Flows

For the six months ended June 30, 2001 and 2000
(Amounts in thousands)
(unaudited)
------------------------------------------------------------------------------------------------------------------

                                                                                       2001               2000
                                                                                   ------------      -------------
<S>                                                                                   <C>                <C>
Cash flows from operating activities:
     Net earnings                                                                  $       243       $        512
     Adjustments to reconcile net earnings to
       net cash provided by operating activities:
        Depreciation (note 4)                                                              469                546
        Decrease in allowance for doubtful accounts                                        (44)               (13)
        Loss (gain) on sale of containers                                                   10                (64)
        (Increase) decrease in assets:
           Net investment in direct finance leases                                           8                 10
           Accounts receivable                                                             145                 92
           Due from affiliates, net                                                         48                 16
           Prepaid expenses                                                                  2                  4
        Increase (decrease) in liabilities:
           Accounts payable and accrued liabilities                                        (29)               (11)
           Accrued recovery costs                                                            3                  3
           Damage protection plan costs                                                    (16)                (3)
           Warranty claims                                                                  (5)               (32)
                                                                                   ------------      -------------

                Net cash provided by operating activities                                  834              1,060
                                                                                   ------------      -------------

Cash flows from investing activities:
     Proceeds from sale of containers                                                      293                447
                                                                                   ------------      -------------

                Net cash provided by investing activities                                  293                447
                                                                                   ------------      -------------

Cash flows from financing activities:
     Redemptions of limited partnership units                                               (7)                 -
     Distributions to partners                                                          (1,181)            (1,487)
                                                                                   ------------      -------------

                Net cash used in financing activities                                   (1,188)            (1,487)
                                                                                   ------------      -------------

Net (decrease) increase in cash                                                            (61)                20

Cash at beginning of period                                                                713                862
                                                                                   ------------      -------------

Cash at end of period                                                              $       652       $        882
                                                                                   ============      =============



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, 2001 and 2000
(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, 2001 and 2000,  and December 31, 2000 and 1999,  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, 2001 and 2000.

                                                               June 30        Dec. 31        June 30         Dec. 31
                                                                2001           2000           2000            1999
                                                             -----------    -----------    -----------     ----------
<S>                                                              <C>            <C>            <C>             <C>
Distributions to partners included in:
     Due to affiliates..............................             $ 2            $ 3            $  3           $  3


Proceeds from sale of containers included in:
     Due from affiliates............................              92             84             121            150

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, 2001 and 2000.

                                                                                               2001           2000
                                                                                              -----          -----

Distributions to partners declared................................................           $1,180         $1,487
Distributions to partners paid....................................................            1,181          1,487

Proceeds from sale of containers recorded.........................................              301            418
Proceeds from sale of containers received.........................................              293            447

</TABLE>

See accompanying notes to financial statements






<PAGE>

TCC EQUIPMENT INCOME FUND
(a California Limited Partnership)

Notes To Financial Statements

For the three and six months ended June 30, 2001 and 2000
(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 as they reach the
      end of their useful marine lives or when an analysis indicates that  their
      sale is warranted based on 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, 2001 and  December 31,  2000 and  the
      results of its operations, changes in partners' capital and cash flows for
      the six-month periods ended June 30, 2001 and 2000, 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, 2000, 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 2001 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  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 $19 and  $35 of
      incentive management fees  during  the  three and six-month  periods ended
      June 30, 2001, respectively, and $31 and $62 during the comparable periods
      in 2000. 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
      acquisition  fees  or  equipment  liquidation  fees  incurred  during  the
      six-month periods ended June 30, 2001 and 2000.

      The  Partnership's  container fleet  is  managed by TEM. In  its  role  as
      manager,  TEM has  authority  to  acquire,  hold, manage,  lease, sell and
      dispose of the Partnership's  containers.  TEM holds,  for the  payment of
      direct operating expenses, a reserve of cash that has been  collected from
      leasing operations; such cash is included in  due from  affiliates, net at
      June 30, 2001 and December 31, 2000.

      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  $38 and $78  for the three  and six-month periods  ended June 30,
      2001,  respectively, and  $52 and $104,  respectively, for the  comparable
      periods in 2000. The Partnership's containers are  leased by  TEM to third
      party lessees on  operating  master  leases, spot leases, term  leases and
      direct finance leases. The  majority  of the  leases are  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 TEM  and TFS.  Total  general and
      administrative costs allocated to  the  Partnership  during  the three and
      six-month periods ended June 30, 2001 and 2000 were as follows:


                                        Three months               Six months
                                       ended June 30,            ended June 30,
                                       ---------------           --------------
                                       2001       2000           2001      2000
                                       ----       ----           ----      ----

      Salaries                          $15        $19            $33       $38
      Other                              12         17             24        34
                                         --         --             --        --
      Total general and
       administrative costs             $27        $36            $57       $72
                                         ==         ==             ==        ==


      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, 2001 and
      2000:


                                         Three months              Six months
                                        ended June 30,            ended June 30,
                                       ---------------           ---------------
                                       2001       2000           2001       2000
                                       ----       ----           ----       ----

      TEM                               $24        $31            $50        $62
      TFS                                 3          5              7         10
                                         --         --             --         --
         Total general and
           administrative costs         $27        $36            $57        $72
                                         ==         ==             ==         ==


      At June 30, 2001  and  December  31, 2000,  due  from  affiliates,  net is
      comprised of:


                                                             2001           2000
                                                             ----           ----
      Due from affiliates:
        Due from TEM...................................      $112           $156
                                                              ---            ---

      Due to affiliates:
        Due to TCC.....................................         7              4
        Due to TFS.....................................        18             26
                                                              ---            ---
                                                               25             30
                                                              ---            ---

      Due from affiliates, net                               $ 87           $126
                                                              ===            ===


      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 sales proceeds from TEM.


Note 3.   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, 2001 and  December 31, 2000 are as
      follows:

                                                             2001          2000
                                                             ----          ----

      Future minimum lease payments receivable............    $39           $43
      Residual value......................................      -             -
      Less:  unearned income..............................     (5)           (6)
                                                              ---           ---

      Net investment in direct finance leases.............    $34           $37
                                                               ==            ==

      The following is a schedule by year of  minimum lease  payments receivable
      under direct finance leases as of June 30, 2001:

      Year ending June 30:

      2002...............................................             $20
      2003...............................................              11
      2004...............................................               7
      2005...............................................               1
                                                                       --

      Total minimum lease payments receivable............             $39
                                                                       ==

      Rental  income  for  the three and  six-month  periods ended June 30, 2001
      includes $1 and $3 of income from direct finance leases, respectively, and
      income of $1 and $2 for the comparable periods in 2000, respectively.

Note 4. Container Rental Equipment Write-Down

      New container prices declined from 1995  through 1999. Although  container
      prices increased in 2000, these prices declined again in the first half of
      2001. 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, 2001 and 2000 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, 2001 and 2000, the Partnership  recorded additional
      depreciation  expense of  $30  and  $42,   respectively,  on  95  and  101
      containers  identified as for  sale  and  requiring a reserve.  During the
      three-month periods ended June 30, 2001 and 2000, the Partnership recorded
      additional depreciation expense of $19 and $28, respectively, on 63 and 61
      containers identified as for  sale  and  requiring a  reserve. At June 30,
      2001 and 2000, the net book value of containers identified as for sale was
      $175 and $165, respectively.

      The Partnership sold 52 of these previously  written down containers for a
      loss of  $2  during the  six-month period ended  June 30, 2001 and sold 99
      previously written down containers for a gain of $1 during the same period
      in 2000. During the three-month period ended June 30, 2001 the Partnership
      sold 31 of these previously written down  containers for a  loss of $1 and
      sold 47 previously written down containers at book  value during  the same
      period  in  2000. 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 writedowns,
      primarily due to unexpected declines in container sales prices.

      The Partnership also sold containers that  had not  been  written down and
      recorded a loss of $8 and a gain of $63 during the six-month periods ended
      June 30, 2001 and 2000, respectively. During the three-month periods ended
      June 30, 2001 and 2000, the Partnership recorded a  loss of $8  and a gain
      of $76, 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.
<PAGE>

Note 5.   Redemptions
<TABLE>
<CAPTION>

      The  following  redemption  offering  was  consummated  by the Partnership
      during the six-month period ended June 30, 2001:


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

          Total Partnership redemptions as of
            December 31, 2000....................          18,575             $   7.56                  $140

          Quarter ended:

                March 31, 2001...................           1,166             $   6.03                     7
                                                           ------                                        ---
          Total Partnership redemptions as
           of June  30, 2001.....................          19,741             $   7.45                  $147
                                                           ======                                        ===

      The Partnership did not redeem any units during the six-month period ended
      June 30, 2000. 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 as of and for the three and six-month
periods ended June 30, 2001 and 2000.  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
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.

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, 2001,
the  Partnership  redeemed  1,166  units for a total  dollar  amount of $7.  The
Partnership used cash flow from operations to pay for the redeemed units.

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.  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, 2001, the Partnership  declared cash
distributions to limited  partners  pertaining to the fourth quarter of 2000 and
the first quarter of 2001 in the amount of $1,164.  This amount represents $0.80
per unit, or 4% of the Limited Partner's original  investment.  On a cash basis,
after paying  redemptions,  $811 of  distributions  was from  operations and the
balance was a return of capital. On a GAAP basis, after paying redemptions, $220
of distributions was from net income and the remainder was a return of capital.

Net cash provided by operating  activities for the six-month  periods ended June
30, 2001 and 2000, was $834 and $1,060,  respectively.  The decrease of $226, or
21%, was primarily  attributable  to the decrease in net earnings,  adjusted for
non-cash  transactions,  offset by fluctuations  in 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
direct container expenses.  The decrease was partially offset by the decrease in
management fees to affiliates.  These  fluctuations  are discussed more fully in
"Results of Operations".  The decrease in accounts receivable of $145 during the
six-month period ended June 30, 2001 was primarily due to the decrease in rental
income, the write-off of certain  receivables that had been previously  reserved
for and a decline in the average collection period of accounts  receivable.  The
decrease in accounts  receivable of $92 during the comparable period in 2000 was
primarily  due to the  decrease  in the  average  collection  period of accounts
receivable.  The fluctuations in due from affiliates,  net, resulted from timing
differences  in payment of expenses  and fees and the  remittance  of net rental
revenues and sales proceeds, as well as in fluctuations in these amounts.

For the  six-month  periods  ended June 30, 2001 and 2000,  net cash provided by
investing  activities (the sale of containers) was $293 and $447,  respectively.
The decrease of $154 was primarily due to the Partnership  selling containers at
a lower  average  sales price during the  six-month  period ended June 30, 2001,
compared to the equivalent  period in 2000.  Some of the containers  sold during
the  six-month  periods  ended June 30, 2001 and 2000 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
sales price for containers  sold in these low demand  locations has continued to
be adversely  affected by market  conditions.  The sale of  containers  in these
locations  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, 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, 2001 and 2000, 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:


                                                                 2001       2000
                                                                -----      -----
                 Beginning container fleet                      5,119      5,771
                 Ending container fleet                         4,818      5,453
                 Average container fleet                        4,969      5,612

The average  container fleet decreased 11% from the six-month  period ended June
30,  2000  to the  equivalent  period  in  2001  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  plan.  The decline in the  container  fleet has  contributed  to an
overall  decline in rental income from the six-month  period ended June 30, 2000
to the equivalent period in 2001. 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 71% and 79% on average  during the six-month
periods ended June 30, 2001 and 2000, respectively.  In addition,  rental income
is affected by daily rental rates.


The  following is a comparative  analysis of the results of  operations  for the
six-month periods ended June 30, 2001 and 2000.

The  Partnership's  income from operations for the six-month periods ending June
30, 2001 and 2000 was $231 and $492,  respectively,  on rental  income of $1,144
and $1,510,  respectively.  The decrease in rental  income of $366, or 24%, from
the six-month  period ended June 30, 2000 to the  comparable  period in 2001 was
attributable  to  decreases  in income from  container  rentals and other rental
income.  Income from container  rentals,  the major  component of total revenue,
decreased  $339,  or 25%,  primarily  due to decreases in the average  container
fleet of 11% and in average on-hire utilization of 10% between the periods.

In the fourth quarter of 2000, utilization began to decline and has continued to
decline  through  the end of the  second  quarter  of  2001.  This  decline  was
primarily due to lower overall demand by shipping  lines for leased  containers,
which is  partially a result of the economic  slowdown in the United  States and
Europe.  Two  other  factors  are  currently  reducing  the  demand  for  leased
containers.  Shipping  lines have added larger  vessels to their  fleets,  which
combined with lower cargo volume  growth,  has made it easier for shipping lines
to use otherwise  empty cargo 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  early  2001,  thus  temporarily  reducing  their  need  to  lease
containers.

As a result of the lower  demand,  the trade  imbalance  between  Asia and North
America and Asia and Europe has eased slightly.  Combined with the excess vessel
capacity,  these  factors  have made it easier,  although not  necessarily  less
expensive, to reposition containers.  During the six-month period ended June 30,
2001, the  Partnership was able to reposition  newer  containers from low demand
locations in North America to historically higher demand locations in Asia. As a
consequence,  the build-up of containers in North America,  which persisted over
the past several years, has eased.

Nevertheless,  the Partnership  continues to sell (rather than  reposition) some
containers  located in low demand locations.  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 during the  six-month
periods  ended  June 30,  2001 and 2000  were  older  containers.  The  expected
economic  benefit of continuing to own these containers was  significantly  less
than that of newer  containers.  This was due to their shorter  remaining marine
life, the cost to reposition them and the shipping lines' preference for leasing
newer containers when demand is low.

Once the decision had been made to sell containers,  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 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.

Despite  the  decline in demand for leased  containers  discussed  above and the
decline in new container sales prices,  the stabilization of rental rates, which
began during 2000, has continued into the first half of 2001.

Until such time as the  economies of the United States and Europe  improve,  and
cargo volumes  increase to the point where this year's 12% increase in worldwide
vessel  capacity  is  absorbed,  there  may be no  significant  improvements  in
utilization.

Therefore,  the General  Partners do not  foresee  material  changes in existing
market  conditions  for the  near  term  and  caution  that  demand  for  leased
containers  could  decline  further  and result in a decline in lease  rates and
further declines in utilization and container sale prices,  adversely  affecting
the Partnership's operating results.

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, 2001,
other  rental  income was $135 a decrease of $27 from the  equivalent  period in
2000.  The decrease in other rental income was primarily due to the decreases in
location,  DPP and  handling  income  of $10,  $9 and  $8,  respectively.  These
declines were  primarily due to the decline in the average fleet size.  Location
income  further  declined  primarily  due to an increase  in credits  granted to
lessees for picking up containers  from surplus  locations.  DPP income  further
decreased due to a decrease in the number of containers  carrying DPP, offset by
an  increase in the average DPP price  charged per  container.  Handling  income
further declined due to a decrease in container movement, partially offset by an
increase  in the  average  handling  price  charged  per  container  during  the
six-month period ended June 30, 2001 compared to the equivalent period in 2000.

Direct  container  expenses  increased  $111, or 44%, from the six-month  period
ending  June 30,  2000 to the  equivalent  period  in  2001.  The  increase  was
primarily due to increases in repositioning, storage and maintenance expenses of
$62,  $38 and  $35,  respectively.  Repositioning  expense  increased  due to an
increase  in the  number  of  containers  repositioned  and the  higher  average
repositioning cost per container.  Storage expense increased due to the decrease
in average  utilization  noted above and an increase in the average storage cost
per container.  Maintenance  expense increased due to the increase in the number
of containers  requiring  maintenance and an increase in the average maintenance
cost per container.

Bad debt benefit was  comparable at $16 and $13 for the six-month  periods ended
June 30, 2001 and 2000, respectively.

Depreciation expense decreased $77, or 14%, from the six-month period ended June
30, 2000 to the comparable period in 2001. The decrease was primarily due to the
decline  in the  average  fleet  size noted  above and a smaller  write-down  of
containers identified as for sale as discussed below.

New container prices declined from 1995 through 1999.  Although container prices
increased in 2000,  these prices  declined again in the first half of 2001. 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,  2001 and  2000  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, 2001 and 2000,
the  Partnership  recorded  additional  depreciation  expense  of $30  and  $42,
respectively  on 95 and 101  containers  identified  as for sale and requiring a
reserve. At June 30, 2001 and 2000, the net book value of containers  identified
as for sale was $175 and $165, respectively.

The Partnership sold 52 of these  previously  written down containers for a loss
of $2 during the  six-month  period  ended June 30, 2001 and sold 99  previously
written  down  containers  for a gain of $1 during the same period in 2000.  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  writedowns,  primarily  due to  unexpected  declines in
container sales prices.

The Partnership also sold containers that had not been written down and recorded
a loss of $8 and a gain of $63 during the six-month  periods ended June 30, 2001
and 2000, 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  decreased $174 or 105% from the six-month  period
ended June 30, 2000 to the same period in 2001 due to decreases in incentive and
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,  decreased $148 primarily due to an adjustment
of $121 to reduce incentive  management fees for  overpayments  made during 1999
and 2000 and a  decrease  in the  amount  of  distributions  made from cash from
operations between the two periods.  Equipment  management fees decreased due to
the decrease in rental income upon which equipment management fees are primarily
based. These fees were approximately 7% of rental income for both periods.

General and administrative  costs to affiliates  decreased $15, or 21%, from the
six-month period ended June 30, 2000 to the comparable  period in 2001 primarily
due to the  decrease  in overhead  costs  allocated  by TEM, as the  Partnership
represented a smaller portion of the total fleet managed by TEM.

Gain/loss  on sale  of  containers  fluctuated  from a gain  of $64  during  the
six-month period ended June 30, 2000 to a loss of $10 for the comparable  period
in 2001.  The  fluctuation  was  primarily due to a decline in the average sales
price of containers,  which resulted in the Partnership  selling containers at a
loss during the six-month period ended June 30, 2001.

Net earnings per limited partnership unit decreased from $0.34 to $0.16 from the
six-month period ended June 30, 2000 to the same period in 2001,  reflecting the
decrease  in net  earnings  allocated  to  limited  partners  from $492 to $227,
respectively.  The  allocation of net earnings for the  six-month  periods ended
June 30,  2001 and 2000  included a special  allocation  of gross  income to the
General  Partners  of  $14  and  $15,  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, 2001 and 2000.

The Partnership's income from operations for the three-month periods ending June
30, 2001 and 2000 was $19 and $287,  respectively,  on rental income of $537 and
$738,  respectively.  The decrease in rental  income of $201,  or 27%,  from the
three-month  period  ended June 30,  2000 to the  comparable  period in 2001 was
attributable  to  decreases  in income from  container  rentals and other rental
income.  Income from container rentals decreased $184, or 28%,  primarily due to
decreases in the average container fleet of 11% and average on-hire  utilization
of 15%.

For the three-month  period ended June 30, 2001,  other rental income was $61, a
decrease of $17 from the equivalent period in 2000. The decrease in other rental
income  was  primarily  due to the  decrease  in fleet  size  and an  additional
decrease in location  income.  Location  income declined $12, and the additional
decline  was  primarily  due to an  increase  in credits  granted to lessees for
picking up  containers  from  certain  locations  and a  decrease  in charges to
lessees for dropping off containers in certain locations.

Direct  container  expenses  increased $67, or 57%, from the three-month  period
ending  June 30,  2000 to the  equivalent  period  in  2001.  The  increase  was
primarily due to increases in repositioning, storage and maintenance expenses of
$34,  $29 and  $20,  respectively.  Repositioning  expense  increased  due to an
increase  in the  number  of  containers  repositioned  and the  higher  average
repositioning cost per container.  Storage expense increased due to the decrease
in average  utilization  noted  above and an  increase  in the  average  storage
expense per container.  Maintenance expense increased due to the increase in the
number of  containers  requiring  maintenance  and an  increase  in the  average
maintenance cost per container.

Bad debt benefit decreased from $20 during the three-month period ended June 30,
2000 to $14 for the  comparable  period in 2001.  The decline was due to a lower
required adjustment to bad debt reserve during the three-month period ended June
30, 2001 compared to the same period in 2000.

Depreciation  expense  decreased $42, or 15%, from the three-month  period ended
June 30, 2000 to the  comparable  period in 2001 primarily due to the decline in
average  fleet size and a smaller  write-down  of  containers  identified as for
sale.

During the  three-month  periods ended June 30, 2001 and 2000,  the  Partnership
recorded additional  depreciation expense of $19 and $28, respectively on 63 and
61 containers  identified as for sale and requiring a reserve.  The  Partnership
sold 31 of these previously  written down containers for a loss of $1 during the
three-month  period  ended June 30,  2001 and sold 47  previously  written  down
containers at book value during the same period in 2000.  The  Partnership  also
sold  containers  that had not been written down and recorded a loss of $8 and a
gain of $76  during  the  three-month  periods  ended  June 30,  2001 and  2000,
respectively.

Management fees to affiliates  decreased $26 or 31% from the three-month  period
ended June 30, 2000 to the same period in 2001 due to decreases in equipment and
incentive management fees. Equipment management fees, decreased primarily due to
the  decrease in rental  income and were 7% of rental  income for both  periods.
Incentive  management fees decreased $12 from the three-month  period ended June
30,  2000  to the  same  period  in  2001  due to  decrease  in  the  amount  of
distributions made from cash from operations between the two periods.

General and  administrative  costs to affiliates  decreased $9, or 25%, from the
three-month  period  ended  June  30,  2000  to the  comparable  period  in 2001
primarily  due to the  decrease  in  overhead  costs  allocated  by TEM,  as the
Partnership represented a smaller portion of the total fleet managed by TEM.

Gain/loss  on sale  of  containers  fluctuated  from a gain  of $76  during  the
three-month period ended June 30, 2000 to a loss of $9 for the comparable period
in 2001.  The  fluctuation  was  primarily due to a decline in the average sales
price of containers,  which resulted in the Partnership  selling containers at a
loss during the three-month period ended June 30, 2001.

Net earnings per limited partnership unit decreased from $0.20 to $0.01 from the
three-month  period  ended June 30, 2000 to the same period in 2001,  reflecting
the decrease in net earnings  allocated  to limited  partners  from $288 to $17,
respectively.  The allocation of net earnings  included a special  allocation of
gross income to the General  Partners  made in accordance  with the  Partnership
Agreement.

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.  The General  Partners are not
aware of any  conditions as of June 30, 2001,  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, 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.

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


<PAGE>

<TABLE>
<CAPTION>

                                   SIGNATURES


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


                                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 10, 2001

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 10, 2001
Ernest J. Furtado                        (Principal Financial and
                                         Accounting Officer) and
                                         Secretary




________________________                 President (Principal Executive                 August 10, 2001
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 10, 2001


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 10, 2001
Ernest J. Furtado                       (Principal Financial and
                                        Accounting Officer) and
                                        Secretary



/s/John A. Maccarone
____________________________            President (Principal Executive                  August 10, 2001
John A. Maccarone                       Officer)

</TABLE>