##### 



Exhibit Index

|        |      |                                                                                                                   |                                                                                              |                  |  
|------- | ---- | ----------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------- | ---------------- | -
|Exhibit |      |                                                                                                                   |                                                                                              |                 
|No.     |      | Description                                                                                                       |                                                                                              | Method of Filing
|        |      |                                                                                                                   |                                                                                              |                 
|        | 3(a) |                                                                                                                   | Limited Partnership Agreement of the Registrant,
amended and restated as of December 2, 1991 |                  | *
|        |      |                                                                                                                   |                                                                                              |                 
|3(b)    |      | Certificate of Limited Partnership of the Registrant                                                              |                                                                                              | **              
|        |      |                                                                                                                   |                                                                                              |                 
|10      |      | Form of Leasing Agent Agreement with Cronos Containers Limited                                                    |                                                                                              | ***             
|        |      |                                                                                                                   |                                                                                              |                 
|99.1    |      | Certification pursuant to 18 U.S.C. § 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |                                                                                              | ****            
|        |      |                                                                                                                   |                                                                                              |                 
|99.2    |      | Certification pursuant to 18 U.S.C. § 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |                                                                                              | ****            

(b)  Reports on Form 8-K

No reports on Form 8-K were filed by the Registrant during the quarter
ended December 31, 2002.



---

|*    |  | Incorporated by reference to Exhibit A to the Prospectus of the
Registrant dated December 2, 1991, included as part of Registration
Statement on Form S-1 (No. 33-42697)                                                                                                                                                                                
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|**   |  | Incorporated by reference to Exhibit 3.2 to the Registration Statement on
Form S-1 (No. 33-42697)                                                                                                                                                                                                                                                         
|    
|***  |  | Incorporated by reference to Exhibit 10.2 to the Registration Statement
on Form S-1 (No. 33-42697)                                                                                                                                                                                                                                                        
|    
|**** |  | These two certifications, required by Section 906 of the Sarbanes-Oxley
Act of 2002, other than as required by Section 906, are not deemed to be
filed with the Commission or subject to the rules and regulations
promulgated by the Commission under the Securities Exchange Act of 1934,
as amended, or to the liabilities of Section 18 of said Act.