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


November 13, 1997


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, 1997.

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 10Q



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


                For the quarterly period ended September 30, 1997


                         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>



                            TCC Equipment Income Fund
                       (a California Limited Partnership)

                      Quarterly Report on Form 10Q for the
                        Quarter Ended September 30, 1997

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                                                               Page


<S>                                                                                                            <C>
Item 1.   Financial Statements

          Balance Sheets - September 30, 1997 (unaudited) and December 31, 1996................................3


          Statements of Earnings for the nine and three months
          ended September 30, 1997 and 1996 (unaudited)........................................................4


          Statements of Partners' Capital for the nine months
          ended September 30, 1997 and 1996 (unaudited)........................................................5


          Statements of Cash Flows for the nine months
          ended September 30, 1997 and 1996 (unaudited)........................................................6


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


Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations............................................................................12

Item 3.   Quantitative and Qualitative Disclosures about Market Risk

          Not Applicable




</TABLE>
<PAGE>


                            TCC EQUIPMENT INCOME FUND
                       (a California Limited Partnership)

                                 Balance Sheets

                    September 30, 1997 and December 31, 1996
                             (Amounts in thousands)
<TABLE>
<CAPTION>


                                                                             1997               1996
                                                                      ----------------   ---------------
                                                                          (unaudited)

<S>                                                                  <C>                 <C>
Assets
Container rental equipment, net of accumulated
   depreciation of $9,881 (1996:  $10,343)                                    $15,996           $15,601
Cash                                                                            1,249             1,253
Net investment in direct financing leases (note 8)                                215               461
Accounts receivable, net of allowance
   for doubtful accounts of $676 (1996:  $687)                                  1,393             1,554
Due from affiliates, net (note 6)                                                 176             1,170
Prepaid expenses                                                                    -                10
                                                                      ----------------   ---------------
                                                                              $19,029           $20,049
                                                                      ================   ===============

Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                              $153              $133
   Accrued liabilities                                                             62                 -
   Accrued damage protection plan costs (note 2)                                   94               130
   Accrued maintenance and repair costs (note 3)                                   36                45
   Warranty claims (note 4)                                                       212               260
   Equipment purchases payable                                                    138               269
                                                                      ----------------   ---------------
       Total liabilities                                                          695               837
                                                                      ----------------   ---------------

Partners' capital:
   General partners                                                               (36)              (36)
   Limited partners                                                            18,370            19,248
                                                                      ----------------   ---------------
       Total partners' capital                                                 18,334            19,212
                                                                      ----------------   ---------------

                                                                              $19,029           $20,049
                                                                      ================   ===============


See accompanying notes to financial statements



</TABLE>
<PAGE>


                            TCC EQUIPMENT INCOME FUND
                       (a California Limited Partnership)

                             Statements of Earnings

         For the nine and three months ended September 30, 1997 and 1996
       (Dollar amounts in thousands except for unit and per unit amounts)
                                   (unaudited)
<TABLE>
<CAPTION>


                                                          Three months        Three months         Nine months         Nine months
                                                                 Ended               Ended               Ended               Ended
                                                        Sept. 30, 1997      Sept. 30, 1996      Sept. 30, 1997      Sept. 30, 1996
                                                    -------------------    ----------------    ----------------    ----------------
<S>                                                 <C>                    <C>                    <C>                   <C>   
Rental income                                                   $1,208              $1,286              $3,596              $4,135
                                                    -------------------    ----------------    ----------------    ----------------

Costs and expenses:
   Direct container expenses                                       226                 208                 633                 721
   Bad debt expense                                                  4                  18                  32                  41
   Depreciation                                                    360                 355               1,112               1,093
   Professional fees                                                10                   6                  31                  23
   Management fees to affiliates (note 6)                          118                 122                 349                 385
   General and administrative costs to affiliates 
     (note 6)                                                       64                  69                 221                 238
   Other general and administrative costs                           18                  16                  46                  47
                                                    -------------------    ----------------    ----------------    ----------------
                                                                   800                 794               2,424               2,548
                                                    -------------------    ----------------    ----------------    ----------------
   Income from operations                                          408                 492               1,172               1,587
                                                    -------------------    ----------------    ----------------    ----------------

Other income:
   Interest income, net                                             11                   5                  40                   9
   Gain on sale of equipment                                        44                 125                 141                 341
                                                    -------------------    ----------------    ----------------    ----------------
                                                                    55                 130                 181                 350
                                                    -------------------    ----------------    ----------------    ----------------
    Net earnings                                                  $463                $622              $1,353              $1,937
                                                    ===================    ================    ================    ================

Allocation of net earnings (note 6):
   General partners                                                 $8                  $8                 $23                 $23
   Limited partners                                                455                 614               1,330               1,914
                                                    -------------------    ----------------    ----------------    ----------------
                                                                  $463                $622              $1,353              $1,937
                                                    ===================    ================    ================    ================
Limited partners' per unit share
   of net earnings                                              $ 0.31              $ 0.42              $ 0.90              $ 1.30
                                                    ===================    ================    ================    ================
Limited partners' per unit share
   of distributions                                             $ 0.50              $ 0.50              $ 1.50              $ 1.50
                                                    ===================    ================    ================    ================
Weighted average number of limited
   partnership units outstanding                             1,471,779           1,471,779           1,471,779           1,471,779
                                                    ===================    ================    ================    ================



See accompanying notes to financial statements


</TABLE>
<PAGE>


                            TCC EQUIPMENT INCOME FUND
                       (a California Limited Partnership)

                         Statements of Partners' Capital

              For the nine months ended September 30, 1997 and 1996
                             (Amounts in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>


                                                                Partners' Capital
                                             --------------------------------------------------------
                                               General              Limited               Total
                                             -------------       ---------------      ---------------
<S>                                           <C>                 <C>                  <C>    
Balances at January 1, 1996                         ($36)               $19,840              $19,804

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

Net earnings                                          23                  1,914                1,937
                                             -------------       ---------------      ---------------
Balances at September 30, 1996                      ($36)               $19,546              $19,510
                                             =============       ===============      ===============

Balances at January 1, 1997                         ($36)               $19,248              $19,212

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

Net earnings                                          23                  1,330                1,353
                                             -------------       ---------------      ---------------
Balances at September 30, 1997                      ($36)               $18,370              $18,334
                                             =============       ===============      ===============





See accompanying notes to financial statements


</TABLE>
<PAGE>


                            TCC EQUIPMENT INCOME FUND
                       (a California Limited Partnership)

                            Statements of Cash Flows

              For the nine months ended September 30, 1997 and 1996
                             (Amounts in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>


                                                                                1997               1996
                                                                           ---------------    ---------------
<S>                                                                        <C>                 <C>
Cash flows from operating activities:
      Net earnings                                                                 $1,353             $1,937
      Adjustments to reconcile net earnings to
        net cash provided by operating activities:
         Depreciation                                                               1,112              1,093
         (Decrease) increase in allowance for doubtful accounts                       (11)                22
         Gain on sale of equipment                                                   (141)              (341)
         Changes in assets and liabilities:
             Decrease in accounts receivable                                          172                141
             Proceeds from principal payments of
               direct financing leases                                                248                231
             Decrease (increase) in due from affiliates, net                        1,006               (161)
             Increase (decrease) in accounts payable and
               accrued liabilities                                                     82                (33)
             (Decrease) increase in accrued maintenance
               and repair costs                                                        (9)                13
             (Decrease) increase in accrued
               damage protection plan costs                                           (36)                10
             Decrease in warranty claim                                               (48)               (48)
             Decrease in prepaid expenses                                              10                 10
                                                                           ---------------    ---------------
               Net cash provided by operating activities                            3,738              2,874
                                                                           ---------------    ---------------

Cash flows from investing activities:
      Proceeds from sale of equipment                                               1,246              1,001
      Equipment purchases                                                         (2,757)               (716)
                                                                           ---------------    ---------------
               Net cash (used in) provided by investing activities                (1,511)                285
                                                                           ---------------    ---------------

Cash flows from financing activities:
      Repayment of borrowings from affiliates                                          -               (435)
      Distributions to partners                                                   (2,231)            (2,244)
                                                                           ---------------    ---------------
               Net cash used in financing activities                              (2,231)            (2,679)
                                                                           ---------------    ---------------
Net (decrease) increase in cash                                                       (4)               480

Cash at beginning of period                                                         1,253               492
                                                                           ---------------    ---------------
Cash at end of period                                                              $1,249              $972
                                                                           ===============    ===============
Interest paid during the period                                                        $0               $14
                                                                           ===============    ===============


See accompanying notes to financial statements


</TABLE>
<PAGE>




                            TCC EQUIPMENT INCOME FUND
                       (a California Limited Partnership)


                       Statements Of Cash Flows--Continued

              For the nine months ended September 30, 1997 and 1996
                             (Amounts in thousands)
                                   (unaudited)

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of Equipment purchases, distributions
to  partners,  and proceeds  from sale of  Equipment  which had not been paid or
received as of  September  30, 1997 and 1996,  and  December  31, 1996 and 1995,
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, 1997 and 1996.

<TABLE>
<CAPTION>
                                                               Sept. 30       Dec. 31        Sept. 30        Dec. 31
                                                                  1997           1996            1996           1995
                                                            -----------    -----------    ------------    -----------

<S>                                                         <C>             <C>           <C>              <C>
Equipment purchases included in:
     Due to affiliates..............................      $          -       $      1        $     11        $    44
     Equipment purchases payable....................               138            269               5            430

Distributions to partners included in:
     Due to affiliates..............................                 2              2               2             15

Proceeds from sale of Equipment included in:
     Accounts receivable............................                 -              -               -              1
     Due from affiliates............................               338            327             313            229
</TABLE>

The following table summarizes the amounts of Equipment purchases, distributions
to partners and proceeds from sale of Equipment  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, 1997 and 1996.

<TABLE>
<CAPTION>
                                                                                                 1997            1996
                                                                                                 ----            ----

<S>                                                                                         <C>                  <C>
Equipment purchases recorded......................................................          $   2,625            258
Equipment purchases paid..........................................................              2,757            716

Distributions to partners declared................................................              2,231          2,231
Distributions to partners paid....................................................              2,231          2,244

Proceeds from sale of Equipment recorded..........................................              1,257          1,084
Proceeds from sale of Equipment received..........................................              1,246          1,001


See accompanying notes to financial statements




</TABLE>
<PAGE>


                            TCC EQUIPMENT INCOME FUND
                       (a California Limited Partnership)

                          Notes To Financial Statements

                               September 30, 1997
            (Dollar amounts in thousands except for per unit amounts)
                                   (Unaudited)


Note 1.   General

      TCC  Equipment  Income  Fund (the  Partnership)  is a  California  limited
      partnership  formed in 1987.  The  Partnership  owns and leases a fleet of
      intermodal  marine  cargo  containers  (the  Equipment)  to  international
      shipping lines.

      The accompanying  interim comparative  financial  statements have not been
      audited by an independent  public  accountant.  However,  all  adjustments
      (which  were only  normal and  recurring  adjustments)  which are,  in the
      opinion of management,  necessary to fairly present the financial position
      of the Partnership as of September 30, 1997 and December 31, 1996, and the
      results of its operations, changes in partners' capital and cash flows for
      the nine- and three-month  periods ended September 30, 1997 and 1996, 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, 1996.

      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.

Note 2. Damage Protection Plan

      The  Partnership  offers a Damage  Protection Plan (DPP) to lessees of its
      Equipment.  Under  the  terms of DPP,  the  Partnership  earns  additional
      revenues  on a daily basis and,  as a result,  has agreed to bear  certain
      repair costs.  It is the  Partnership's  policy to recognize  revenue when
      earned  and to  provide a reserve  sufficient  to cover the  Partnership's
      obligation  for estimated  future repair costs.  At September 30, 1997 and
      December 31, 1996, this reserve was equal to $94 and $130, respectively.

Note 3.   Maintenance and Repair

      The Partnership  accrues  maintenance and repair costs on damaged units in
      depots.  At September 30, 1997 and December 31, 1996,  the amount  accrued
      was $36 and $45, respectively.

Note 4.   Warranty Claims

      During 1992 and 1995, the Partnership  settled  warranty claims against an
      equipment  manufacturer.  The  Partnership  is amortizing  the  settlement
      amounts over the remaining  estimated  useful life of the Equipment (seven
      years), reducing maintenance and repair costs over that time. At September
      30, 1997 and December 31, 1996, the unamortized  portion of the settlement
      amount was equal to $212 and $260, respectively.

Note 5.   Acquisition of Equipment

      During the  nine-month  periods  ended  September  30, 1997 and 1996,  the
      Partnership   purchased   Equipment  with  a  cost  of  $2,625  and  $258,
      respectively.

Note 6.   Transactions with Affiliates

      Textainer  Financial  Services  Corporation  (TFS) is the managing general
      partner of the Partnership.  TFS is a wholly-owned subsidiary of Textainer
      Capital Corporation (TCC).  Textainer  Equipment  Management Limited (TEM)
      and  Textainer   Limited  (TL)  are  associate  general  partners  of  the
      Partnership.  The  managing  general  partner  and the  associate  general
      partners are collectively referred to as the General Partners. The General
      Partners manage and control the  affairs  of the  Partnership. The General
      Partners  also act  in  this  capacity  for  other  limited  partnerships.
      Textainer  Acquisition  Services  Limited  (TAS)  is an  affiliate  of the
      General  Partners which performs  services  relative to the acquisition of
      Equipment  outside the United  States on behalf of the  Partnership.  TCC,
      TEM, TL and TAS are  subsidiaries  of  Textainer  Group  Holdings  Limited
      (TGH). TCC Securities  Corporation  (TSC), a licensed broker and dealer in
      securities  and an  affiliate  of the General  Partners,  was the managing
      sales agent for the offering of Units for sale.

      In  accordance  with the  Partnership  Agreement,  and  subject to special
      allocations  described  therein,  net  earnings or losses and  partnership
      distributions  are generally  allocated 1% to the General Partners and 99%
      to the  limited  partners,  with  the  exception  of  gains  on  sales  of
      containers. Such gains are allocated to the General Partners to the extent
      that their capital  accounts'  deficits  exceed the portion of syndication
      and offering costs  allocated to them. On termination of the  Partnership,
      the  General  Partners  shall be  allocated  gross  income  equal to their
      allocations of syndication and offering costs.

      As part of the operation of the Partnership,  the Partnership is to pay to
      the General Partners,  or TAS, an incentive management fee, an acquisition
      fee, an equipment management fee and an equipment  liquidation fee as well
      as reimburse the General Partners for certain  administrative costs. These
      fees  are  for  various   services   provided  in   connection   with  the
      administration   and  management  of  the  Partnership.   The  Partnership
      capitalized  $131  and  $33 of  equipment  acquisition  fees  as  part  of
      container costs during the nine-month periods ended September 30, 1997 and
      1996,  respectively.  The  Partnership  incurred  $93 and $31 of incentive
      management fees during the nine- and  three-month  periods ended September
      30, 1997 and $92 and $31 for the comparable  periods in 1996. No equipment
      liquidation fees were incurred during either period.

      The Partnership's Equipment is managed by TEM. In its role as manager, TEM
      has authority to acquire,  hold,  manage,  lease,  sell and dispose of the
      Partnership's  Equipment.  Additionally,  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, 1997 and December 31, 1996.

      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 $256 and $87 for the nine- and three-month periods ended September
      30,  1997  and  $293  and $91 for the  comparable  periods  in  1996.  The
      Partnership's  Equipment  is  leased  by TEM to  third  party  lessees  on
      operating master leases,  spot leases and term leases. The majority of the
      Equipment is leased under  operating  master leases with limited terms and
      no purchase option.

      Certain  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
      borne by TFS and TEM. Total general and administrative  costs allocated to
      the Partnership  were $221 and $64 for the nine- and  three-month  periods
      ended  September  30, 1997 of which $122 and $37,  respectively,  were for
      salaries.  For the nine- and three-month periods ended September 30, 1996,
      total general and  administrative  costs allocated to the Partnership were
      $238 and $69, of which $123 and $40, respectively were for salaries.

      TEM allocates these general and administrative costs based on the ratio of
      the Partnership's interest in the managed Equipment to the total Equipment
      managed by TEM during the period.  TFS allocates  these costs based on the
      ratio of the Partnership's Equipment to the total Equipment of all limited
      partnerships managed by TFS. General and administrative costs allocated to
      the  Partnership  by TEM were  $193,  $58,  $208 and $60 for the nine- and
      three-month periods ended September 30, 1997 and 1996,  respectively.  TFS
      allocated $28, $6, $30 and $9 of general and  administrative  costs to the
      Partnership  during the nine- and three-month  periods ended September 30,
      1997 and 1996, respectively.

      The General  Partners or TAS may acquire  Equipment  in their own name and
      hold  title on a  temporary  basis for the  purpose  of  facilitating  the
      acquisition of such Equipment for the Partnership.  The Equipment may then
      be resold to the  Partnership on an all-cash basis at a price equal to the
      actual cost, as defined in the  Partnership  Agreement.  In addition,  the
      General  Partners  or TAS  are  entitled  to an  acquisition  fee  for any
      Equipment resold to the Partnership.

      At September 30, 1997 and December 31, 1996, due from  affiliates,  net is
      comprised of:

                                                           1997            1996
                                                           ----            ----
      Due from affiliates:
        Due from TEM...................................    $191         $ 1,190
                                                           ====         =======

      Due to affiliates:
        Due to TCC.....................................    $  3         $     6
        Due to TFS.....................................      12              14
                                                           ----         -------
                                                          $  15         $    20
                                                          =====       =========

      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 or in the accrual and  remittance of net rental
      revenues from TEM.

      It is the policy of the  Partnership  and the  General  Partners to charge
      interest on intercompany  balances which are outstanding for more than one
      month,  to  the  extent  such  balances  relate  to  loans  for  Equipment
      purchases.  Interest  is charged at a rate not  greater  than the  General
      Partners' or affiliates' own cost of funds.  There was no interest expense
      incurred on intercompany  balances for the nine- and  three-month  periods
      ended September 30, 1997. The Partnership incurred interest expense of $10
      on such intercompany  balances payable to TFS during the nine-month period
      ended  September  30,  1996.  No such  interest  was  incurred  during the
      three-month period ended September 30, 1996.

Note 7.   Rentals Under Operating Leases

      The following is a schedule by year of minimum future  rentals  receivable
      on noncancelable operating leases at September 30, 1997:

         Year ending September 30:

             1998.............................................           $  279
             1999.............................................               12
             2000.............................................               10
                                                                           ----
                                                                         $  301
Note 8.   Direct Financing Leases

      The  components  of the net  investment  in  direct  financing  leases  at
      September 30, 1997 and December 31, 1996 are as follows:

                                                           1997            1996
                                                           ----            ----

      Future minimum lease payments receivable............$ 229           $ 515
      Residual value......................................    2               2
      Less:  unearned income..............................  (16)            (56)
                                                           ----             ---
      Net investment in direct financing leases...........$ 215           $ 461
                                                           ====           =====

      The following is a schedule by year of minimum lease  payments  receivable
      under the five direct financing leases at September 30, 1997:

      Year ending September 30:

         1998...............................................           $ 224
         1999...............................................               4
         2000...............................................               1
                                                                       -----
         Total minimum lease payments receivable............           $ 229
                                                                        ====

      Rental income for the nine- and  three-month  periods ended  September 30,
      1997 and 1996 includes $37, $11 and $92, $26, respectively, of income from
      direct financing leases.

Note 9.   Redemptions

      No redemption  offerings were  consummated  during the  nine-month  period
      ended  September  30,  1997.  The  total  number of units  redeemed  since
      inception  of the  redemption  program  is 2,775,  at a total cost of $23,
      representing an average redemption price of $8.31 per unit. The redemption
      price is fixed by formula and varies  depending  on the length of time the
      units are outstanding.
<PAGE>




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

      (Dollar amounts in thousands of dollars except for per unit amounts)

The Financial Statements contain information which will assist in evaluating the
financial  condition of the Partnership  for the nine- and  three-month  periods
ended September 30, 1997 and 1996. 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  was  involved  in the
offering of limited  partnership  interests to the public.  On October 26, 1989,
the  Partnership's  offering  of  limited  partnership  interests  was closed at
$29,491.

From time to time,  the  Partnership  redeems units from limited  partners for a
specified  redemption  value.  The redemption price is set by formula and varies
depending  on  length  of  time  the  units  are  outstanding.  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 months ended September 30, 1997,
the Partnership did not redeem Partnership units.

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, 1997, the Partnership  declared
cash  distributions  to  limited  partners  pertaining  to the first and  second
quarters  of 1997 and to the  fourth  quarter  of 1996 in the  amount of $2,208.
These distributions represent 10% of original capital (measured on an annualized
basis) on each unit. On a GAAP basis,  $878 of these  distributions was a return
of capital and the balance was from net  earnings.  On a cash basis all of these
distributions were from operations.

For the nine-month period ended September 30, 1997, the Partnership had net cash
provided  by  operating  activities  of  $3,738  compared  with  $2,874  for the
equivalent period in 1996. The increase of $864 or 30% is primarily attributable
to the decrease in due from affiliates,  net of $1,006,  offset by a decrease in
net  earnings of $584.  The  decrease in due from  affiliates,  net,  was due to
timing  differences  in the accrual  and payment of expenses  and fees or in the
accrual and remittance of net rental  revenues.  The decrease in net earnings of
30% in the nine-month period ended September 30, 1997 compared to the comparable
period in 1996 was  primarily  due to a 13%  decrease  in rental  revenues.  The
decrease in rental revenues between periods was due to a decline in utilization,
fleet size and rental rates.  These  decreases  are  discussed  more fully below
under "Results of Operations". As explained below under "Results of Operations",
demand for leased containers has declined compared to the prior period, and this
decline has affected the Partnership's financial condition.

Net  cash  used in  investing  activities  (the  purchase  and  sale  of  rental
equipment)  for the  nine-month  period  ended  September  30,  1997 was  $1,511
compared to net cash provided by investing activities of $285 for the comparable
period in 1996. This difference  reflects that, on a cash basis, the Partnership
purchased more Equipment during the nine months ended September 30, 1997 than in
the same period in 1996.  The General  Partners  believe that these  differences
reflect normal  fluctuations  in equipment  sales and purchases.  Moreover,  the
Partnership has a significant amount of Equipment that was purchased used in its
portfolio and expects to sell this  Equipment  periodically  when it reaches the
end of its useful marine life. Consistent with the investment objectives and the
General  Partners'  determination  that the Equipment can be profitably  sold or
bought at any time,  the  Partnership  intends to reinvest all or a  significant
amount of proceeds from future  Equipment  sales in additional  Equipment.  Such
additional units of Equipment  purchased may not,  however,  equal the number of
units  sold,  and  such  purchases  may  cease  sometime  after  1999,  when the
Partnership enters its liquidation phase.


Results of Operations

The  Partnership's  operations,   which  consist  of  rental  income,  container
depreciation,  direct container expenses,  management fees, and reimbursement of
administrative expenses were directly related to the size of the container fleet
(inventory)  during the nine-month periods ended September 30, 1997 and 1996, 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:

                                                                1997       1996

                   Opening inventory.......................    7,849      8,471
                   Closing inventory.......................    7,938      7,941
                   Average.................................    7,894      8,206

The decline in the size of the average container fleet of 4% from the nine-month
period ended  September 30, 1996 to the equivalent  period in 1997 was primarily
due to the sale of  certain  Equipment.  Although  sales  proceeds  were used to
purchase new  Equipment,  fewer units were bought than sold,  resulting in a net
decrease in the size of the Equipment fleet.  Since the Fund is now in its ninth
year of  operations,  an  increasing  portion of its fleet may be sold in future
years,  and the sales proceeds are not likely to be sufficient to replace all of
the Equipment sold. Therefore, the decline in the size of the fleet is likely to
continue,  even  though  the  Partnership  is  still  reinvesting  funds  in new
Equipment.  The decline in the container fleet contributed to an overall decline
in rental income from the nine- and three-month periods ended September 30, 1996
to the equivalent period in 1997.

In addition to fleet  size,  rental  income and direct  container  expenses  are
affected by lease  utilization  percentages for the Equipment which averaged 79%
and 82%  during  the  nine-month  periods  ended  September  30,  1997 and 1996,
respectively.  In addition,  rental  income is affected by daily  rental  rates,
which declined.

The  following is a comparative  analysis of the results of  operations  for the
nine-month periods ended September 30, 1997 and 1996.

The  Partnership's  income from  operations  for the  nine-month  periods  ended
September  30,  1997 and 1996 was $1,172  and  $1,587,  respectively,  on rental
income of $3,596 and $4,135,  respectively.  The  decrease  in rental  income of
$539, or 13%, from the  nine-month  period ended  September 30, 1996 to the same
period in 1997 was primarily  attributable to income from container rentals, the
major  component of total  revenue,  which  decreased by $521,  or 14%. As noted
above,  income from container  rentals is largely  dependent upon three factors:
equipment available for lease (average inventory), average on-hire (utilization)
percentage,  and average daily rental  rates.  Average  inventory  decreased 4%,
average  on-hire  utilization  decreased  4%  and  average  daily  rental  rates
decreased  7%  from  the  nine-month  period  ended  September  30,  1996 to the
comparable period in 1997.

Container  utilization  began to decline in late 1995 and that decline persisted
throughout 1996 and into the first quarter of 1997. The General Partners believe
that this  decrease  in demand  for leased  containers  is the result of adverse
changes in the business of its shipping line  customers.  These changes  consist
principally  of: (i) a general  slowdown  in the  growth of world  containerized
cargo  trade,  particularly  in the  Asia-North  America and  Asia-Europe  trade
routes;  (ii)  over-capacity  resulting from the 1996 and 1997 additions of new,
larger  ships to the  existing  container  ship fleet at a rate in excess of the
growth rate in containerized  cargo trade; and (iii) shipping line alliances and
other  operational  consolidations  that have allowed  shipping lines to operate
with fewer containers,  thereby decreasing the demand for leased containers. The
container  ship  over-capacity  in  particular  led  to  lower  shipping  rates,
resulting in shipping lines' need to reduce operating costs. The drive to reduce
costs,  coupled  with  the  availability  of  inexpensive  financing  and  lower
container prices,  encouraged  shipping lines to purchase,  rather than lease, a
greater  number of new containers in 1996 than in previous  years.  All of these
factors  have led to downward  pressure on container  lease rates,  a decline in
utilization  of leased  containers,  and an increase in leasing  incentives  and
other  discounts being granted to shipping lines by container  lessors,  further
eroding Partnership  profitability.  The decline in demand for leased containers
has been accompanied by a drop in the purchase price of new containers.

During the second and third quarters there was an improvement in utilization for
the total fleet managed by TEM for affiliates and other unrelated third parties,
however lease rates  declined and leasing  incentives  remained high due to high
levels of off-lease  inventory in low demand locations.  The General Partners do
not foresee material changes in current market  conditions and caution that both
utilization and lease rates could decline further,  and leasing incentives could
remain high, adversely affecting the Partnership's results.

Substantially  all of the  Partnership's  rental income was  generated  from the
leasing of the Partnership's containers under short-term operating leases. There
were five direct financing leases at September 30, 1997.

The balance of rental income consists of other  lease-related  items,  primarily
income for handling and returning containers, income from charges to lessees for
a damage  protection  plan  (DPP),  and income  from  charges to the lessees for
pick-up of containers  from prime  locations less credits granted to lessees for
leasing containers from surplus locations (location income).  For the nine-month
period ended  September  30, 1997,  the total of these other rental income items
was $382, a decrease of $18, or 4%,  compared to the equivalent  period in 1996.
The primary  component of this net decrease was a decrease in location income of
$53 offset by an increase in handling  income of $41.  This  decline in location
income is mainly due to lower demand,  which  required an increase in credits to
lessees for picking up units from surplus  locations.  Handling income increased
due to an increase in  container  movement,  partially  offset by lower  average
handling charges to lessees from the nine-month  period ended September 30, 1996
to the comparable period in 1997.

Direct container  expenses  decreased by $88, or 12% from the nine-month periods
ended  September 30, 1996 to the same period in 1997. The primary  components of
this  decrease  were  decreases in DPP costs of $62 and  maintenance  and repair
costs  of $52,  offset  by an  increase  in  storage  expenses  of $31.  DPP and
maintenance  and repair expenses  decreased due to a lower per container  repair
cost as well as fewer containers needing repairs. Storage expense increased as a
result of lower  utilization  rates in the nine-month period ended September 30,
1997 compared to the same period in 1996.

Bad  debt  expense  decreased  by $9 or 22%  from the  nine-month  period  ended
September  30, 1997 to the same period in 1996,  primarily  due to lower reserve
requirements.

Depreciation  expense  increased  $19 or 2% from the  nine  month  period  ended
September  30, 1996 to the  comparable  period in 1997  despite a 4% decrease in
fleet size. The increase is primarily due to a charge to depreciation expense of
$33 to write down the value of  refrigerated  containers to their estimated fair
value.

Management  fees to  affiliates  decreased by $37, or 13%,  from the  nine-month
period  ended  September  30,  1996 to the  equivalent  period  in 1997 due to a
decline in Equipment management fees. Equipment management fees, which are based
primarily  on gross  revenue,  decreased  as a result of the  decrease in rental
income and were  approximately  7% of gross revenue for both periods.  Incentive
management  fees,  which  are based on the  Partnership's  limited  and  general
partner distribution percentage and partners' capital,  remained constant at $93
and $92 for the nine months ended September 30, 1997 and 1996, respectively.

General and administrative  costs to affiliates  decreased by $17, or 7%, in the
nine-month  period ended September 30, 1997 compared to the same period in 1996.
The decrease was primarily the result of a decline in overhead  costs  allocable
from TEM and TFS.

Other income was $181 for the nine months ended September 30, 1997, representing
a decrease of $169, or 48%, from the equivalent period in 1996. The decrease was
attributable  to a $200 decrease in gain on sale of  Equipment,  offset by a $31
increase in net interest income.

Net earnings per limited partnership unit decreased from $1.30 to $0.90 from the
nine-month  period  ended  September  30,  1996  to the  same  period  in  1997,
reflecting the decrease in net earnings from $1,914 to $1,330 for the respective
periods.

The  following is a comparative  analysis of the results of  operations  for the
three-month periods ended September 30, 1997 and 1996.

The  Partnership's  income from  operations  for the  three-month  periods ended
September 30, 1997 and 1996 was $463 and $622, respectively, on rental income of
$1,208 and $1,286,  respectively.  The decrease in rental  income of $78, or 6%,
from the three-month period ended September 30, 1996 to the same period in 1997,
was primarily  attributable to a decrease in income from container rentals which
decreased by $109, or 9%. This decline was primarily due to decreases in average
daily rental rates of 8% and average inventory of 3%.

The  balance  of other  rental  income  items  comprising  total  income for the
three-month  period  ending  September  30,  1997 was $130,  an  increase of $31
compared to the  equivalent  period in 1996. The increase in other rental income
was primarily  due to increased  handling  income of $20 which  increased due to
increased  container  movement,  offset  slightly  by lower  average  charges to
lessees for the three  months  ended  September  30,  1997  compared to the same
period in 1996.

Direct container expenses increased $18, or 9%, for the three-month period ended
September 30, 1997 compared to the same period in 1996.  The primary  components
of this increase were increases in repositioning and handling expenses offset by
a decrease in maintenance  expense.  Repositioning  expense  increased due to an
increased  number of  containers  being  transported  from surplus  locations to
higher  demand  locations  at a higher  per  container  cost.  Handling  expense
increased as a result of an increase in container  movement and a higher average
cost per  container.  Maintenance  expense  decreased  due to a decrease  in the
average repair cost per container.

Bad debt  expense  decreased by $14, or 78%,  for the  three-month  period ended
September  30,  1997  from  the  same  period  in  1996,  due to  lower  reserve
requirements.

Depreciation expense remained fairly constant for the three-month periods ending
September 30, 1997 and 1996.

Management  fees to  affiliates  decreased  by $4, or 3%,  from the  three-month
period  ended  September  30, 1996 to the  equivalent  period in 1997,  due to a
decline in Equipment  management fees which resulted from the decrease in rental
income.

General and administrative  costs to affiliates decreased $5, or 7%, between the
three-month  period ending September 30, 1997 and the equivalent period in 1996,
due to a decline in overhead costs allocated from TFS and TEM.

Other income was $55 for the three months ended September 30, 1997, representing
a decrease of $75, or 58%, over the equivalent  period in 1996. The decrease was
attributable  to a $81  decrease  in gain on sale of  Equipment  offset  by a $6
increase in interest income.

Net earnings per limited partnership unit decreased from $0.42 to $0.31 from the
three-month  period  ended  September  30,  1996 to the  same  period  in  1997,
reflecting  the  decrease in net earnings  from $614 to $455 for the  respective
periods.

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  Equipment.  The  Partnership's  business  risk in its foreign
operations lies with the  creditworthiness of the lessees, and the Partnership's
ability to keep the Equipment under lease at profitable  rates,  rather than the
geographic  location  of the  Equipment  or the  domicile  of the  lessees.  The
Equipment is generally  operated on the  international  high seas rather than on
domestic  waterways.  The  Equipment  is  subject  to the  risk of war or  other
political,  economic or social occurrence where the Equipment is used, which may
result in the loss of Equipment,  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, 1997 which would
result in such risk materializing.

Other risks of the Partnership's  leasing  operations include  competition,  the
cost of  repositioning  Equipment  after  it  comes  off-lease,  the  risk of an
uninsured  loss,  increases in maintenance  expenses or other costs of operating
the  Equipment,  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.



<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 ________________________
                                         John R. Rhodes
                                         Executive Vice President


Date:  November 13, 1997

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>
________________________                 Executive Vice President,                      November 13, 1997
John R. Rhodes                           (Principal Financial and
                                         Accounting Officer) and
                                         Secretary




________________________                 President (Principal Executive                 November 13, 1997
James E. Hoelter                         Officer) and Director



</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/John R. Rhodes              
                                        John R. Rhodes
                                        Executive Vice President


Date:  November 13, 1997


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/John R. Rhodes                        Executive Vice President,                      November 13, 1997
-------------------------                (Principal Financial and
John R. Rhodes                           Accounting Officer) and
                                         Secretary



/s/James E. Hoelter                      President (Principal Executive                 November 13, 1997
-----------------------                  Officer) and Director
James E. Hoelter                         

</TABLE>