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


March 20, 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 Textainer Equipment Income Fund II,
L.P. (the  "Partnership")  the Partnership's  Annual Report on Form 10-K for the
fiscal year ended December 31, 2000.

The financial  statements included in the enclosed Annual Report on Form 10-K do
not reflect a change from the  preceding  year in any  accounting  principles or
practices, or in the method of applying any such principles or practices.

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-K

               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

                 For the fiscal year ended December 31, 2000

                         Commission file number 0-19145

                   TEXTAINER EQUIPMENT INCOME FUND II, L.P.
                   ----------------------------------------
           (Exact name of Registrant as specified in its charter)

           California                                            94-3097644
  (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)

Securities registered pursuant to Section 12(b) of the Act:

                                  NONE
                                  ----

Securities registered pursuant to Section 12(g) of the Act:

                   LIMITED PARTNERSHIP DEPOSITARY UNITS
                              (TITLE OF CLASS)

          LIMITED PARTNERSHIP INTERESTS (UNDERLYING THE UNITS)
                              (TITLE OF CLASS)

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.
[ X ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
[X]

State the aggregate  market value of the voting stock held by  nonaffiliates  of
the Registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold,  or the  average  bid and ask  prices of such
stock, as of a specified date within 60 days prior to the date of the filing.

Not Applicable.
--------------

Documents Incorporated by Reference

The Registrant's Prospectus as contained in Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement, as filed with the Commission on November 3,
1989 as supplemented by Post-Effective Amendment No. 2 filed with the Commission
under Section 8(c) of the Securities Act of 1933 on December 11, 1990.
<PAGE>


                                  PART I


ITEM 1.      DESCRIPTION OF BUSINESS

For more detailed information about the Registrant's  business, see "Business of
the Partnership" in the Registrant's Prospectus as supplemented.

(a)         General Development of Business

           The Registrant is a California Limited Partnership formed on July 11,
           1989 to purchase, own, operate, lease, and sell equipment used in the
           containerized  cargo  shipping  industry.  The  Registrant  commenced
           offering units representing limited partnership  interests (Units) to
           the public on November 8, 1989 in  accordance  with its  Registration
           Statement and ceased to offer such Units as of January 15, 1991.  The
           Registrant  raised  a total of  $75,000,000  from  the  offering  and
           invested a substantial portion of the money raised in equipment.  The
           Registrant  has since engaged in leasing this and other  equipment in
           the international shipping industry.

           See Item 10 herein  for a  description  of the  Registrant's  General
           Partners.  See Item 7 herein  for a  description  of  current  market
           conditions affecting the Registrant's business.

(b)        Financial Information About Industry Segments

           Inapplicable.

(c)        Narrative Description of Business

(c)(1)(i)  A  container   leasing   company   generally,   and  the   Registrant
           specifically,  is an operating  business  comparable  to a rental car
           business.  A customer can lease a car from a bank leasing  department
           for a  monthly  charge  which  represents  the cost of the car,  plus
           interest,  amortized over the term of the lease;  or the customer can
           rent the same car from a rental car  company at a much  higher  daily
           lease rate.  The customer is willing to pay the higher daily rate for
           the convenience and value-added  features  provided by the rental car
           company,  the most  important  of which is the ability to pick up the
           car where it is most  convenient,  use it for the  desired  period of
           time, and then drop it off at a location  convenient to the customer.
           Rental car  companies  compete with one another on the basis of lease
           rates,   availability  of  cars,  and  the  provision  of  additional
           services.  They generate  revenues by  maintaining  the highest lease
           rates and the highest utilization factors that market conditions will
           allow,  and by  augmenting  this income with  proceeds  from sales of
           insurance,   drop-off  fees,  and  other  special  charges.  A  large
           percentage  of lease  revenues  earned by car  rental  companies  are
           generated  under  corporate  rate  agreements  wherein,  for a stated
           period of time,  employees of a  participating  corporation  can rent
           cars at specific terms, conditions and rental rates.

           Container leasing  companies and the Registrant  operate in a similar
           manner by  owning a  worldwide  fleet of new and used  transportation
           containers  and leasing these  containers to  international  shipping
           companies hauling various types of goods among numerous trade routes.
           All  lessees pay a daily  rental rate and in certain  markets may pay
           special handling fees and/or drop-off  charges.  In addition to these
           fees and charges,  a lessee must either provide  physical  damage and
           liability  insurance or purchase a damage waiver from the Registrant,
           in which case the Registrant  agrees to pay the cost of repairing any
           physical damage to containers  caused by lessees.  Container  leasing
           companies  compete  with one  another  on the  basis of lease  rates,
           availability  of  equipment  and  services  provided.  To ensure  the
           availability  of  equipment  to  its  customers,   container  leasing
           companies and the  Registrant may pay to reposition  containers  from
           low demand locations to higher demand  locations.  By maintaining the
           highest  lease rates and the highest  equipment  utilization  factors
           allowed by market  conditions,  the  Registrant  attempts to generate
           revenue and profit.  The  majority of the  Registrant's  equipment is
           leased under master  leases,  which are  comparable  to the corporate
           rate  agreements  used by rental car  companies.  The  master  leases
           provide  that the lessee,  for a specified  period of time,  may rent
           containers at specific terms,  conditions and rental rates.  Although
           the terms of the master lease governing each container under lease do
           not vary,  the number of containers in use can vary from time to time
           within the term of the master lease.  The terms and conditions of the
           master lease provide that the lessee pays a daily rental rate for the
           entire time the container is in his possession  (whether or not he is
           actively  using it), is responsible  for any damage,  and must insure
           the container against liabilities.  For a more detailed discussion of
           the leases for the Registrant's equipment, see "Leasing Policy" under
           "Business  of the  Partnership"  in the  Registrant's  Prospectus  as
           supplemented.  The Registrant also sells  containers in the course of
           its business as  opportunities  arise,  at the end of the container's
           useful life or if market and economic  considerations indicate that a
           sale  would be  beneficial.  See Item 7 herein and  "Business  of the
           Partnership" in Registrant's Prospectus, as supplemented.

(c)(1)(ii) Inapplicable.

(c)(1)(iii)Inapplicable.

(c)(1)(iv) Inapplicable.

(c)(1)(v)  Inapplicable.

(c)(1)(vi) Inapplicable.

(c)(1)(vii)No single lessee generated lease revenue for the years ended December
           31, 2000, 1999 and 1998 which was 10% or more of the total revenue of
           the Registrant.

(c)(1)(viii)Inapplicable.

(c)(1)(ix) Inapplicable.

(c)(1)(x)  There are  approximately 80 container  leasing companies of which the
           top ten control  approximately 89% of the total equipment held by all
           container leasing companies.  The top two container leasing companies
           combined control approximately 34% of the total equipment held by all
           container leasing companies.  Textainer Equipment Management Limited,
           an Associate General Partner of the Registrant and the manager of its
           marine container  equipment,  is the third largest  container leasing
           company and manages  approximately  13% of the equipment  held by all
           container leasing companies.  The customers for leased containers are
           primarily international shipping lines. The Registrant alone is not a
           material  participant in the worldwide  container leasing market. The
           principal  methods of  competition  are price,  availability  and the
           provision  of  worldwide  service  to  the   international   shipping
           community.  Competition in the container leasing market has increased
           over the past few years.  Since 1996,  shipping  alliances  and other
           operational consolidations among shipping lines have allowed shipping
           lines to begin operating with fewer  containers,  thereby  decreasing
           the  demand  for  leased  containers  and  allowing  lessees  to gain
           concessions from lessors about price, special charges or credits and,
           in certain markets,  the age specification of the containers  rented.
           Furthermore,  primarily as a result of lower new container prices and
           low interest  rates,  shipping  lines now own,  rather than lease,  a
           higher percentage of containers. The decrease in demand from shipping
           lines,  along  with the  entry  of new  leasing  company  competitors
           offering low container rental rates, has increased  competition among
           container lessors such as the Registrant.

(c)(1)(xi) Inapplicable.

(c)(1)(xii)Inapplicable.

(c)(1)(xiii)The  Registrant  has  no  employees.  Textainer  Financial  Services
           Corporation  (TFS),  a wholly owned  subsidiary of Textainer  Capital
           Corporation (TCC), the Managing General Partner of the Registrant, is
           responsible  for  the  overall  management  of  the  business  of the
           Registrant  and at  December  31,  2000  had 4  employees.  Textainer
           Equipment  Management Limited (TEM), an Associate General Partner, is
           responsible  for the  management  of the  leasing  operations  of the
           Registrant and at December 31, 2000 had a total of 164 employees.

(d)        Financial  Information  About  Foreign  and  Domestic  Operations and
           Export Sales.

           The  Registrant is involved in leasing  containers  to  international
           shipping companies for use in world trade. Approximately 16%, 14% and
           19%,  of the  Registrant's  rental  revenue  during  the years  ended
           December 31, 2000,  1999,  and 1998,  respectively,  was derived from
           operations sourced or terminated  domestically.  These percentages do
           not  reflect  the  proportion  of  the   Partnership's   income  from
           operations   generated   domestically   or  in  domestic   waterways.
           Substantially  all of the  Partnership's  income from  operations  is
           derived from assets employed in foreign operations.  See "Business of
           the Partnership" in the Registrant's prospectus, as supplemented, and
           for a discussion of the risks of leasing  containers for use in world
           trade see "Risk  Factors and  Forward-Looking  Statements"  in Item 7
           herein.

ITEM 2.    PROPERTIES

As of December 31, 2000, the Registrant owned the following types and quantities
of equipment:

                      20-foot standard dry freight containers              4,009
                      20-foot refrigerated containers                          1
                      40-foot standard dry freight containers              5,043
                      40-foot high cube dry freight containers             4,190
                                                                           -----
                                                                          13,243

During  December 2000,  approximately  80% of these  containers were on lease to
international shipping companies, and the balance were being stored at container
manufacturers'  locations  and at a  large  number  of  storage  depots  located
worldwide. The Partnership sells containers when (i) a container reaches the end
of its useful  life or (ii) an  analysis  indicates  that the sale is  warranted
based on existing  market  conditions  and the  container's  age,  location  and
condition. At December 31, 2000, approximately 1% of the Partnership's equipment
had been identified as being for sale.

For  information  about  the  Registrant's   property,   see  "Business  of  the
Partnership" in the Registrant's Prospectus,  as supplemented.  See also Item 7,
"Results of Operations"  regarding current, and possible future,  write-downs of
some of the Registrant's property.

ITEM 3.      LEGAL PROCEEDINGS

The Registrant is not subject to any material legal proceedings.

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

Inapplicable.

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

ITEM 201:

(a)      Market Information.

(a)(1)(i)         The Registrant's  limited  partnership  Units are not publicly
                  traded  and there is no  established  trading  market for such
                  Units.  The Registrant has a program whereby Limited  Partners
                  may redeem Units for a specified redemption price. The program
                  operates only when the Managing  General  Partner  determines,
                  among other matters,  that the payment for redeemed units will
                  not impair the capital or operations of the Registrant.

(a)(1)(ii)        Inapplicable.

(a)(1)(iii)       Inapplicable.

(a)(1)(iv)        Inapplicable.

(a)(1)(v)         Inapplicable.

(a)(2)            Inapplicable.

(b)      Holders.

(b)(1)            As of January 1, 2001,  there were 4,568  holders of record of
                  limited partnership interests in the Registrant.

(b)(2)            Inapplicable.

(c)      Dividends.

                  Inapplicable.

At December 31, 2000, the Registrant was paying  distributions  at an annualized
rate  equal to 8% of  Unit's  initial  cost,  or $1.60  per Unit per  year.  For
information  about the amount of distributions  paid during the five most recent
fiscal years,  see Item 6, "Selected  Financial  Data."  Distributions  are made
monthly by the Registrant to its limited partners.

ITEM 701:         Inapplicable.


<PAGE>
<TABLE>
<CAPTION>
ITEM 6.  SELECTED FINANCIAL DATA

                                                           (Amounts in thousands except for per unit amounts)
                                                                        Year Ended December 31,
                                         ----------------------------------------------------------------------------------
<S>                                             <C>               <C>              <C>              <C>             <C>
                                                2000              1999             1998             1997            1996
                                                ----              ----             ----             ----            ----

Rental income.......................        $  7,772          $  8,133         $ 10,031         $ 10,433        $ 11,613

Income from operations..............        $  2,436          $    857         $  2,393         $  2,640        $  2,752

Net earnings........................        $  2,566          $    957         $  2,492         $  2,715        $  2,806

Net earnings per unit
  of limited partnership
  interest..........................        $   0.68          $   0.24         $   0.63         $   0.71        $   0.74

Distributions per unit of
  limited partnership
  interest..........................        $   1.60          $   1.60         $   1.60         $   1.60        $   1.60

Distributions per unit of
  limited partnership
  interest representing
  a return of capital...............        $   0.92          $   1.36         $   0.97         $   0.89        $   0.86

Total assets........................        $ 29,763          $ 33,676         $ 38,644         $ 42,865        $ 46,510

</TABLE>

<PAGE>



ITEM 7.      MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS

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

The Financial  Statements contain  information,  which will assist in evaluating
the  financial  condition of the  Partnership  for the years ended  December 31,
2000, 1999 and 1998. Please refer to the Financial  Statements and Notes thereto
in connection with the following discussion.

Liquidity and Capital Resources

From November 8, 1989 until January 15, 1991, the  Partnership  offered  limited
partnership  interests  to the  public.  The  Partnership  received  its minimum
subscription amount of $1,000 on December 19, 1989, and on January 15, 1991, the
Partnership had received its maximum subscription amount of $75,000.

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 year ended  December 31,  2000,  the
Partnership  redeemed  16,522  units  for a total  dollar  amount  of $112.  The
Partnership used cash flow from operations to pay for the redeemed units.

The Partnership invests working capital,  cash flow from operations prior to its
distribution  to the partners and sales proceeds from container  sales that have
not been used to purchase  containers 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.

Limited partners are currently receiving monthly  distributions in an annualized
amount equal to 8% of their original investment.  During the year ended December
31, 2000,  the  Partnership  declared  cash  distributions  to limited  partners
pertaining to the period from December 1999 through  November 2000 in the amount
of  $5,929.  On a GAAP  basis,  $3,425  of these  distributions  was a return of
capital  and the balance was from net  income.  On a cash  basis,  after  paying
redemptions,  $5,735 of these  distributions  were from current  year  operating
activities  and  the  remainder  was  from  cash  provided  by  previous  years'
operations  that had not been  distributed  or used to  purchase  containers  or
redeem units. Distributions in future years may continue to be greater than cash
provided by  operations  and, in this  event,  would be made from the  remaining
undistributed  cash from previous years'  operations and then from proceeds from
container  sales.  The portion of future  distributions  made from proceeds from
container  sales  would be a return  of  capital.  Any  decision  to  distribute
proceeds from container sales in future years will be based on the Partnership's
age (in the context of the Partnership's  finite-life and eventual termination),
operations and existing market conditions.

At December 31, 2000, the Partnership had no commitments to purchase containers.

Net cash provided by operating  activities for years ended December 31, 2000 and
1999,  was $5,847 and $4,884,  respectively.  The increase of $963,  or 20%, was
primarily  attributed  to the  increase in net  earnings,  adjusted for non-cash
transactions, and fluctuations in accounts receivable, offset by fluctuations in
accrued  damage  protection  plan costs.  Net  earnings,  adjusted  for non-cash
transactions,  increased  primarily  due to the  decrease  in  direct  container
expenses,  offset by the decrease in rental  income.  These items are  discussed
more fully in "Results of  Operations".  The decrease in accounts  receivable of
$703 for the year ended  December 31, 2000 was due to the decline in the average
collection period of accounts  receivable and the decrease in rental income. The
decrease in accounts  receivable  of $70 for the  comparable  period in 1999 was
primarily  due to the  decrease in rental  income,  offset by an increase in the
average collection period of accounts receivable.  The decline in accrued damage
protection  plan costs during the year ended December 31, 2000 was primarily due
to the decrease in the estimated average repair cost per container and a decline
in the number of containers covered under the damage protection plan.

For the year ended December 31, 2000, net cash used in investing activities (the
purchase  and sale of  containers)  was $107  compared  to net cash  provided by
investing   activities  of  $1,402  for  the  comparable  period  in  1999.  The
fluctuation  of  $1,509  was due to the  increase  in cash  used  for  container
purchases  and a  decrease  in  proceeds  from  container  sales.  Cash used for
container purchases increased primarily as a result of timing differences in the
accrual and payment of these purchases.  The Partnership's  container  purchases
reflect the  reinvestment  of proceeds  from recent  container  sales  described
below.  The decrease in proceeds from  container  sales was primarily due to the
Partnership  selling fewer  containers  during the year ended  December 31, 2000
than in the same  period  in  1999.  While  the  Partnership  continued  to sell
containers  in  low  demand   locations   (described  below  under  "Results  of
Operations"),  there were fewer low demand  locations  and fewer  containers  in
these locations, primarily as a result of previous sales efforts, which resulted
in the decline in the number of containers  sold.  The sales prices  received on
container sales was comparable for both periods. However, these sales prices are
lower than sales prices received in previous years as a result of current market
conditions,  which have adversely  affected the value of used containers.  Until
conditions  improve  in these low demand  locations,  the  Partnership  plans to
continue  to sell  some of its  containers  in these  locations.  The  number of
containers  sold and the amount of these sales proceeds will affect how much the
Partnership can reinvest in new containers.

Consistent  with its  investment  objectives  and  subject  to its  distribution
policy,  the  Partnership  intends  to  continue  to  reinvest  both  cash  from
operations  available  for  reinvestment  and some portion of the proceeds  from
container sales in additional  containers.  Cash from  operations  available for
reinvestment is generally equal to cash provided by operating  activities,  less
distributions  and redemptions  paid, which are subject to the General Partners'
authority to set these  amounts (and modify  reserves and working  capital),  as
provided  in the  Partnership  Agreement.  The  amount  of sales  proceeds  will
fluctuate  based on the number of containers  sold and the sales price received.
The Partnership  sells  containers  when (i) a container  reaches the end of its
useful life or (ii) an analysis  indicates  that the sale is warranted  based on
existing market conditions and the container's age, location and condition.

The rate of reinvestment is also affected by cash from operations  available for
reinvestment  which, like sales proceeds,  has been adversely affected by market
conditions.  These market  conditions have resulted in a slower than anticipated
rate of reinvestment.  Market conditions are discussed more fully under "Results
of Operations." A slower rate of reinvestment  will, over time,  affect the size
of the Partnership's container fleet. Furthermore,  even with reinvestment,  the
Partnership  is not likely to be able to replace  all the  containers  it sells,
since new container prices are usually higher than the average sales price for a
used container.


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 years ended December 31, 2000, 1999 and 1998, as well
as certain other factors as discussed  below.  The following is a summary of the
container fleet (in units) available for lease during those periods:

                                                    2000        1999        1998
                                                    ----        ----        ----

     Beginning container fleet...............     14,269      16,281      17,697
     Ending container fleet..................     13,243      14,269      16,281
     Average container fleet.................     13,756      15,275      16,989

The  average  container  fleet  decreased  10% each year  from the  years  ended
December  31,  1998  to 1999  and  1999  to  2000,  primarily  due to  sales  of
containers. Although sales proceeds were used to purchase additional containers,
fewer containers were bought than sold as container sales prices were lower than
new container prices.  The  Partnership's  primary source of funds for container
purchases is these sales proceeds.  Additionally, the rate of decline in average
fleet size will fluctuate due to timing  differences in the purchase and sale of
containers and  fluctuations  in container sale and purchase prices during these
periods.

As noted above,  when containers are sold in the future,  sales proceeds are not
likely to be  sufficient  to replace  all of the  containers  sold and all sales
proceeds  may  not  be  used  for  new  container  purchases,  resulting  in the
continuing  decline in the average  container  fleet.  This trend is expected to
continue.  Other factors related to this trend are discussed above in "Liquidity
and Capital Resources".

Rental  income and direct  container  expenses are also  affected by the average
utilization of the container fleet,  which was 81%, 73% and 78% during the years
ended December 31, 2000, 1999 and 1998, respectively. In addition, rental income
is affected by daily rental rates, which have decreased between the periods,  as
described below.

The  following is a comparative  analysis of the results of  operations  for the
years ended December 31, 2000, 1999 and 1998.

The  Partnership's  income from operations for the years ended December 31, 2000
and 1999 was  $2,436  and $857,  respectively,  on rental  income of $7,772  and
$8,133,  respectively.  The decrease in rental  income of $361,  or 4%, from the
year ended  December 31, 1999 to the year ended  December 31, 2000 was primarily
attributable  to a decrease in other rental  income,  which is discussed  below.
Income  from  container  rentals,  the major  component  of total  revenue,  was
comparable  for both  periods  as the  effect of the  decreases  in the  average
container  fleet  of 10% and  average  rental  rates  of 4% were  offset  by the
increase in average utilization of 11%.

The  Partnership's  income from operations for the years ended December 31, 1999
and 1998 was $857 and  $2,393,  respectively,  on rental  income  of $8,133  and
$10,031, respectively. The decrease in rental income of $1,898, or 19%, from the
year  ended  December  31,  1998  to  the  year  ended  December  31,  1999  was
attributable  to  decreases  in income from  container  rentals and other rental
income. Income from container rentals decreased $1,551, or 18%, primarily due to
decreases in the average  container fleet of 10%, average  utilization of 6% and
average rental rates of 5%.

The  improvement in  utilization,  which began in the third quarter of 1999, was
due to  improvements  in demand for leased  containers and in the trade balance,
primarily  as a result of the  improvement  in  certain  Asian  economies  and a
related increase in exports out of Europe.  This improvement in demand,  coupled
with  container  lessors'  efforts  to  sell  older  containers  in  low  demand
locations, has also reduced the container surplus.

However, the trade imbalance between Asia and North America still exists, and as
a consequence,  the build-up of  containers,  primarily on the East Coast of the
United States,  persists.  The Partnership has been unable to reposition a large
number of newer  containers to higher demand  locations in Asia,  due to lack of
available vessel capacity from the United States East Coast ports.

As a result,  the Partnership  continues to sell 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 1999 and 2000 were older containers.  The
expected  economic  benefit of continuing to own these older containers was less
than that of newer  containers  primarily due to their shorter  remaining marine
life, the cost to reposition  containers and the shipping lines'  preference for
leasing newer containers when they are available.

Once the decision had been made to sell  containers,  if the book value of these
containers was greater than the estimated fair value, 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  during 1999,  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 demand for leased containers  improves,  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 on some or all of its container rental equipment.

The decline in the purchase price of new  containers  and the container  surplus
mentioned  above have  resulted in the decline in rental rates in recent  years.
However,  as a result of the improvement in demand and increases in the purchase
price of new containers in 2000, rental rates remained stable during 2000.

In the fourth quarter of 2000, utilization began to decline and has continued to
decline  into the  beginning  of 2001.  This  decline was  primarily  due to the
slowing United States economy and the resulting  decline in exports out of Asia.
The General Partners caution that utilization  could continue to decline in 2001
if these conditions  persist and demand for leased  containers does not improve.
Despite the decline in  utilization,  rental rates have remained stable into the
beginning of 2001.  New  container  prices  declined in 2001,  and this decline,
combined with the recent  decline in utilization  may have a negative  effect on
rental rates in the future.

Substantially  all of the  Partnership's  rental income was  generated  from the
leasing of the  Partnership's  containers  under master  operating  leases.  The
Partnership  also leases  containers under direct finance leases and at December
31, 2000,  1999 and 1998,  there were 231, 246 and 229  containers  under direct
finance leases, respectively.  Rental income from direct finance leases was $33,
$79 and  $100  during  the  years  ended  December  31,  2000,  1999  and  1998,
respectively.

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 year ended December 31, 2000, the total of
these other rental income items was $716, a decrease of $358 from the equivalent
period in 1999.  The decrease was primarily due to the decline in fleet size and
additional decreases in DPP and location income of $173 and $129,  respectively.
The decline in DPP income was due to decreases in the average DPP price  charged
per  container  and in the number of  containers  covered under DPP. The further
decline in location income was primarily due to a decrease in charges to lessees
for dropping off containers in certain locations.

For the year ended  December  31, 1999,  the total of these other rental  income
items was $1,074,  a decrease of $347 from the  equivalent  period in 1998.  The
decrease was primarily due to decreases in location and handling  income of $216
and $86, respectively.  Location income decreased primarily due to a decrease in
charges to lessees for dropping off  containers in certain  locations.  Handling
income  decreased  due to a decrease in the average  handling  price charged per
container and a decrease in container  movement  during the year ended  December
31, 1999 compared to the  equivalent  period in 1998. The decline in the average
container fleet also contributed to these declines.

Direct container  expenses  decreased $758, or 37%, from the year ended December
31, 1999 to the same period in 2000.  The decrease was primarily due to declines
in storage, DPP and handling expenses of $336, $275 and $99,  respectively.  The
decreases in these expenses,  as well as other direct  container  expenses,  was
partially due to the overall decrease in the average  container  fleet.  Storage
expense further declined due to the improvement in utilization noted above and a
lower average storage cost per container.  DPP expense declined due to decreases
in the average  repair cost per DPP  container  and in the number of  containers
covered under DPP.  Handling expense  decreased due to the decrease in container
movement and a lower average handling cost per container.

Direct  container  expenses  decreased $190, or 9%, from the year ended December
31, 1998 to the same  period in 1999.  The  decrease  was  primarily  due to the
decline in the average  container  fleet which  contributed  to the decreases in
repositioning and maintenance expense of $249 and $64,  respectively,  offset by
an increase in storage expense of $131. Repositioning expense decreased due to a
lower average  repositioning  cost per container and a decrease in the number of
containers repositioned.  Maintenance expense decreased due to a decrease in the
number of units  requiring  repair and due to a decrease in the  average  repair
cost per  container.  Storage  expense  increased due to the decrease in average
utilization  noted above and due to an increase in the average  storage cost per
container.

Bad debt  (benefit)  expense  was ($44),  $124 and  ($111)  for the years  ended
December 31, 2000,  1999 and 1998,  respectively.  The benefit  recorded for the
year ended December 31, 2000 was due to the overall lower  required  reserves at
December 31, 2000 than at December 31,  1999.  The effect of insurance  proceeds
received during 1998 relating to certain  receivables against which reserves had
been recorded in 1994 and 1995, as well as the resolution of payment issues with
one lessee during 1998, were primarily  responsible for the benefit  recorded in
1998 and, therefore,  the fluctuation in bad debt expense (benefit) between 1998
and 1999.

Depreciation  expense  decreased  $403, or 13%, and $353, or 10%, from the years
ended  December 31, 1999 to 2000 and  December  31, 1998 to 1999,  respectively.
These decreases were primarily due to the smaller average fleet size and certain
containers, acquired used, which have been fully depreciated.

New  container  prices  steadily  declined  from  1995  through  1999.  Although
container prices increased in 2000, the cost of new containers at year-end 1998,
during 1999 and 2000 was 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 December 31, 2000,  1999 and
1998 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 years ended December 31, 2000,
1999 and 1998 the  Partnership  recorded  write-down  expenses of $255, $376 and
$232,  respectively on 631, 1,040 and 954 containers  identified as for sale and
requiring  a  reserve.  At  December  31,  2000 and 1999,  the net book value of
containers identified as for sale was $201 and $379, respectively.

The Partnership sold 716 of these previously  written down containers for a loss
of $21 during the year ended December 31, 2000 and sold 1,790 previously written
down  containers  for a loss of $98 during the same  period in 1999.  During the
year ended  December  31, 1998 there were no sales of  previously  written  down
containers  as the initial  write-down  was recorded at December  31, 1998.  The
Partnership  incurred losses on the sale of some containers  previously  written
down as the actual sales prices received on these containers were lower than the
estimates  used for the  write-downs,  primarily due to  unexpected  declines in
container sale prices.

The Partnership also sold containers that had not been written down and recorded
(gains)/losses  of ($130),  $189 and $297  during the years ended  December  31,
2000, 1999 and 1998, 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.

Management  fees to  affiliates  decreased  $31,  or 4% and $94, or 10% from the
years  ended  December  31,  1999  to  2000  and  December  31,  1998  to  1999,
respectively.  These  decreases  were  primarily  due to  decreases 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 rental income for the years ended  December 31, 2000,  1999
and 1998.  Incentive  management  fees,  which  are  based on the  Partnership's
limited  and  general  partner  distribution   percentage  and  initial  limited
partners'  capital,  were  comparable at $250, $250 and $251 for the years ended
December 31, 2000, 1999 and 1998, respectively.

General and administrative  costs to affiliates  decreased $38, or 9%, and $129,
or 24%, from the years ended  December 31, 1999 to 2000 and December 31, 1998 to
1999,  respectively.  These  decreases  were  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.

The  gain/loss on sale of containers  fluctuated  from a loss of $287 during the
year ended  December  31,  1999 to a gain of $109 for the  comparable  period in
2000.  The  fluctuation  in gain/loss on sale of containers was primarily due to
the  Partnership  selling fewer  containers at a slightly  higher  average sales
price  during the year ended  December 31, 2000 than in the same period in 1999.
The decline in the number of  container  sold was  primarily  due to there being
fewer lower demand locations and fewer containers in these locations,  primarily
as a result of previous sales efforts.

Loss on sale of containers  decreased $10 from the year ended  December 31, 1998
to the year ended December 31, 1999. The loss on sale of containers for the year
ended  December 31, 1999 was  primarily  due to the  Partnership  selling  1,051
containers  primarily in low demand locations at lower average sale proceeds and
due to the loss recorded on the sale of 1,790 containers previously written down
as discussed above.

Net earnings per limited partnership unit increased from $0.24 to $0.68 from the
year ended December 31, 1999 to 2000,  respectively,  reflecting the increase in
net earnings  allocated to limited  partners from $894 to $2,504,  respectively.
Net earnings per limited partnership unit decreased from $0.63 to $0.24 from the
year ended December 31, 1998 to 1999,  respectively,  reflecting the decrease in
net earnings  allocated to limited  partners from $2,339 to $894,  respectively.
The allocation of net earnings for the years ended  December 31, 2000,  1999 and
1998  included a special  allocation  to General  Partners of $36, $53 and $128,
respectively, 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 December 31, 2000,  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.

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

             Inapplicable.

ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

             Attached pages 14 to 26.

<PAGE>
                    Independent Auditors' Report


The Partners
Textainer Equipment Income Fund II, L.P.:

We have audited the  accompanying  balance sheets of Textainer  Equipment Income
Fund II, L.P. (a  California  limited  partnership)  as of December 31, 2000 and
1999, and the related  statements of earnings,  partners' capital and cash flows
for each of the years in the three-year  period ended  December 31, 2000.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Textainer Equipment Income Fund
II, L.P. as of December  31, 2000 and 1999,  and the results of its  operations,
its  partners'  capital,  and  its  cash  flows  for  each of the  years  in the
three-year  period ended  December  31,  2000,  in  conformity  with  accounting
principles generally accepted in the United States of America.



                               KPMG LLP




San Francisco, California
February 16, 2001

<PAGE>
<TABLE>
<CAPTION>

TEXTAINER EQUIPMENT INCOME FUND II, L.P.
(a California Limited Partnership)

Balance Sheets

December 31, 2000 and 1999
(Amounts in thousands)
------------------------------------------------------------------------------------------------------------

                                                                             2000                   1999
                                                                       ---------------        --------------
<S>                                                                        <C>                      <C>
Assets
Container rental equipment, net of accumulated
    depreciation of $18,108 (1999:  $18,956)                           $       25,980         $      28,795
Cash                                                                            1,652                 2,018
Net investment in direct finance leases (note 3)                                  123                   315
Accounts receivable, net of allowance
    for doubtful accounts of $219 (1999:  $398) (note 5)                        1,514                 2,038
Due from affiliates, net (note 2)                                                 484                   499
Prepaid expenses                                                                   10                    11
                                                                       ---------------        --------------


                                                                       $       29,763         $      33,676
                                                                       ===============        ==============
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                    $          198         $         187
   Accrued liabilities                                                            205                   155
   Accrued damage protection plan costs (note 1(j))                               151                   272
   Warranty claims (note 1(k))                                                      -                   172
   Accrued recovery costs (note 1(l))                                              88                    74
   Deferred quarterly distributions (note 1(g))                                    66                    69
   Container purchases payable                                                     88                   243
                                                                       ---------------        --------------

      Total liabilities                                                           796                 1,172
                                                                       ---------------        --------------

Partners' capital:
   General partners                                                                 -                     -
   Limited partners                                                            28,967                32,504
                                                                       ---------------        --------------

      Total partners' capital                                                  28,967                32,504
                                                                       ---------------        --------------


                                                                       $       29,763         $      33,676
                                                                       ===============        ==============

See accompanying notes to financial statements

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


TEXTAINER EQUIPMENT INCOME FUND II, L.P.
(a California Limited Partnership)

Statements of Earnings

Years ended December 31, 2000,  1999, and 1998 (Amounts in thousands  except for
unit and per unit amounts)
------------------------------------------------------------------------------------------------------------------------------------

                                                                            2000                  1999                   1998
                                                                       ---------------     -----------------      -----------------
<S>                                                                           <C>                  <C>                    <C>
Rental income                                                          $        7,772      $          8,133       $         10,031
                                                                       ---------------     -----------------      -----------------

Costs and expenses:
   Direct container expenses                                                    1,267                 2,025                  2,215
   Bad debt (benefit) expense                                                     (44)                  124                   (111)
   Depreciation                                                                 2,657                 3,060                  3,413
   Write-down of containers (note 1(e))                                           255                   376                    232
   Professional fees                                                               60                    76                     36
   Management fees to affiliates (note 2)                                         790                   821                    915
   General and administrative costs to affiliates (note 2)                        371                   409                    538
   Other general and administrative costs                                          89                    98                    103
   (Gain)/loss on sale of containers                                             (109)                  287                    297
                                                                       ---------------     -----------------      -----------------

                                                                                5,336                 7,276                  7,638
                                                                       ---------------     -----------------      -----------------

   Income from operations                                                       2,436                   857                  2,393
                                                                       ---------------     -----------------      -----------------

Other income:
   Interest income                                                                130                   100                     99
                                                                       ---------------     -----------------      -----------------


                                                                                  130                   100                     99
                                                                       ---------------     -----------------      -----------------

   Net earnings                                                        $        2,566      $            957       $          2,492
                                                                       ===============     =================      =================

Allocation of net earnings (note 1(g)):
   General partners                                                    $           62      $             63       $            153
   Limited partners                                                             2,504                   894                  2,339
                                                                       ---------------     -----------------      -----------------

                                                                       $        2,566      $            957       $          2,492
                                                                       ===============     =================      =================

Limited partners' per unit share
   of net earnings                                                     $         0.68      $           0.24       $           0.63
                                                                       ===============     =================      =================

Limited partners' per unit share
   of distributions                                                    $         1.60      $           1.60       $           1.60
                                                                       ===============     =================      =================

Weighted average number of limited
   partnership units outstanding (note 1(m))                                3,704,302             3,712,428              3,722,072
                                                                       ===============     =================      =================


See accompanying notes to financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
TEXTAINER EQUIPMENT INCOME FUND II, L.P.
(a California Limited Partnership)

Statements of Partners' Capital

Years ended December 31, 2000, 1999 and 1998
(Amounts in thousands)
--------------------------------------------------------------------------------------------------------------
                                                                        Partners' Capital
                                                     --------------------------------------------------------
                                                       General               Limited               Total
                                                     -------------       --------------       ---------------
<S>                                                       <C>                    <C>                 <C>
Balances at December 31, 1997                        $        (90)       $      41,305        $       41,215

Distributions                                                 (63)              (5,957)               (6,020)

Redemptions (note 1(n))                                         -                 (119)                 (119)

Net earnings                                                  153                2,339                 2,492
                                                     -------------       --------------       ---------------

Balances at December 31, 1998                                   -               37,568                37,568
                                                     -------------       --------------       ---------------

Distributions                                                 (63)              (5,940)               (6,003)

Redemptions (note 1(n))                                         -                  (18)                  (18)

Net earnings                                                   63                  894                   957
                                                     -------------       --------------       ---------------

Balances at December 31, 1999                                   -               32,504                32,504
                                                     -------------       --------------       ---------------

Distributions                                                 (62)              (5,929)               (5,991)

Redemptions (note 1(n))                                         -                 (112)                 (112)

Net earnings                                                   62                2,504                 2,566
                                                     -------------       --------------       ---------------

Balances at December 31, 2000                        $          -        $      28,967        $       28,967
                                                     =============       ==============       ===============


See accompanying notes to financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

TEXTAINER EQUIPMENT INCOME FUND II, L.P.
(a California Limited Partnership)

Statements of Cash Flows

Years ended December 31, 2000, 1999 and 1998
(Amounts in thousands)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                         2000              1999             1998
                                                                                     -------------    ------------    ------------
<S>                                                                                  <C>                <C>             <C>

Cash flows from operating activities:
   Net earnings                                                                     $      2,566     $        957    $       2,492
   Adjustments to reconcile net earnings to
     net cash provided by operating activities:
        Depreciation and container write-down                                              2,912            3,436            3,645
        (Decrease) increase in allowance for doubtful accounts,
           net of write-off (note 5)                                                        (179)              83             (193)
        (Gain) loss on sale of containers                                                   (109)             287              297
        Decrease (increase) in assets:
           Net investment in direct finance leases                                           244              248              241
           Accounts receivable, net of write-off (note 5)                                    703               70              866
           Due from affiliates, net                                                          (73)             (54)            (530)
           Prepaid expenses                                                                    1                5               79
        Increase (decrease) in liabilities:
           Accounts payable and accrued liabilities                                           61              (11)             (53)
           Accrued damage protection plan costs                                             (121)              50               (4)
           Warranty claims                                                                  (172)            (213)            (214)
           Accrued recovery costs                                                             14               26               48
                                                                                     -------------    ------------    ------------

              Net cash provided by operating activities                                    5,847            4,884            6,674
                                                                                     -------------    ------------    ------------

Cash flows from investing activities:
   Proceeds from sale of containers                                                        2,176            3,295            3,407
   Container purchases                                                                    (2,283)          (1,893)          (3,162)
                                                                                     -------------    ------------    ------------

              Net cash (used in) provided by investing activities                           (107)           1,402              245
                                                                                     -------------    ------------    ------------

Cash flows from financing activities:
   Redemptions of limited partnership units                                                 (112)             (18)            (119)
   Distributions to partners                                                              (5,994)          (6,002)          (6,029)
                                                                                     -------------    ------------    ------------

              Net cash used in financing activities                                       (6,106)          (6,020)          (6,148)
                                                                                     -------------    ------------    ------------

Net (decrease) increase  in cash                                                            (366)             266              771

Cash at beginning of period                                                                2,018            1,752              981
                                                                                     -------------    ------------    ------------

Cash at end of period                                                               $      1,652     $      2,018    $       1,752
                                                                                     =============    ============    ============


See accompanying notes to financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

TEXTAINER EQUIPMENT INCOME FUND II, L.P.
(a California Limited Partnership)

Statements of Cash Flows--Continued
Years ended December 31, 2000, 1999 and 1998
(Amounts in thousands)
--------------------------------------------------------------------------------


Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of container purchases, distributions
to partners,  and proceeds  from sale of  containers  which had not been paid or
received  by the  Partnership  as of December  31,  2000,  1999,  1998 and 1997,
resulting in  differences  in amounts  recorded and amounts of cash disbursed or
received by the Partnership, as shown in the Statements of Cash Flows.

                                                                       2000         1999          1998        1997
                                                                       ----         ----          ----        ----
<S>                                                                     <C>           <C>          <C>        <C>
Container purchases included in:
   Due to affiliates........................................          $   -        $   -          $ 34         $ (3)
   Container purchases payable..............................             88          243             -          342

Distributions to partners included in:
   Due to affiliates........................................              6            6             6            6
   Deferred quarterly distributions.........................             66           69            68           77

Proceeds from sale of containers
   Due from affiliates......................................            279          367           489          566

The following table summarizes the amounts of container purchases, distributions
to partners,  and proceeds from sale of containers  recorded by the  Partnership
and the amounts  paid or received as shown in the  Statements  of Cash Flows for
the years ended December 31, 2000, 1999, and 1998.

                                                                                    2000          1999         1998
                                                                                    ----          ----         ----

Container purchases recorded..............................................        $2,128        $2,102       $2,857
Container purchases paid..................................................         2,283         1,893        3,162

Distributions to partners declared........................................         5,991         6,003        6,020
Distributions to partners paid............................................         5,994         6,002        6,029

Proceeds from sale of containers recorded.................................         2,088         3,173        3,330
Proceeds from sale of containers received.................................         2,176         3,295        3,407


The  Partnership  has  entered  into direct  finance  leases,  resulting  in the
transfer of containers  from  container  rental  equipment to net  investment in
direct finance leases. The carrying values of containers  transferred during the
years  ended  December  31,  2000,  1999 and and 1998  were  $52,  $96 and $215,
respectively.

See accompanying notes to financial statements
</TABLE>

<PAGE>


TEXTAINER EQUIPMENT INCOME FUND II, L.P.
(a California Limited Partnership)

Notes to Financial Statements
Years ended December 31, 2000, 1999 and 1998
(Amounts in thousands except for unit and per unit amounts)
--------------------------------------------------------------------------------

Note 1.   Summary of Significant Accounting Policies

          (a)   Nature of Operations

          Textainer Equipment Income Fund II, L.P. (TEIF II or the Partnership),
          a California limited  partnership with a maximum life of 20 years, was
          formed on July 11, 1989. The  Partnership  was formed to engage in the
          business of owning,  leasing and selling both new and used  containers
          related to the international  containerized  cargo shipping  industry,
          including,  but  not  limited  to,  containers,  trailers,  and  other
          container-related   equipment.  TEIF  II  offered  units  representing
          limited partnership  interests (Units) to the public until January 15,
          1991,  the close of the  offering  period,  when a total of  3,750,000
          Units had been purchased for a total of $75,000.

          Textainer Financial Services Corporation (TFS) is the managing general
          partner  of  the  Partnership  and  is a  wholly-owned  subsidiary  of
          Textainer Capital Corporation (TCC).  Textainer  Equipment  Management
          Limited  (TEM)  and  Textainer  Limited  (TL)  are  associate  general
          partners of the  Partnership.  The  managing  general  partner and the
          associate general partners are collectively referred to as the General
          Partners and are commonly owned by Textainer  Group  Holdings  Limited
          (TGH).  The  General  Partners  also act in this  capacity  for  other
          limited  partnerships.  Prior  to its  liquidation  in  October  1998,
          Textainer  Acquisition  Services  Limited (TAS), a former affiliate of
          the General Partners, performed services related to the acquisition of
          containers  outside  the United  States on behalf of the  Partnership.
          Effective  November 1998,  these services are being  performed by TEM.
          The   General   Partners   manage  and  control  the  affairs  of  the
          Partnership.

          (b)   Basis of Accounting

          The Partnership utilizes the accrual method of accounting.  Revenue is
          recorded when earned  according to the terms of the  equipment  rental
          contracts.  These  contracts  are  classified  as operating  leases or
          direct finance leases if they so qualify under  Statement of Financial
          Accounting  Standards No. 13:  "Accounting for Leases".  Substantially
          all of the Partnership's  rental income was generated from the leasing
          of the Partnership's containers under short-term operating leases.

          (c)   Use of Estimates

          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.

          (d)   Fair Value of Financial Instruments

          In accordance  with  Statement of Financial  Accounting  Standards No.
          107,  "Disclosures  about Fair Value of  Financial  Instruments,"  the
          Partnership  calculates  the fair value of financial  instruments  and
          includes  this  additional  information  in the notes to the financial
          statements  when the fair  value is  different  than the book value of
          those financial  instruments.  At December 31, 2000 and 1999, the fair
          value of the  Partnership's  financial  instruments  approximates  the
          related book value of such instruments.

          (e)   Container Rental Equipment

          Container  rental  equipment  is  recorded  at the cost of the  assets
          purchased, which includes acquisition fees, less depreciation charged.
          Depreciation  of new  containers is computed  using the  straight-line
          method  over an  estimated  useful  life of 12 years to a 28%  salvage
          value.  Used  containers are  depreciated  based upon their  estimated
          remaining useful life at the date of acquisition (from 2 to 11 years).
          When assets are retired or otherwise disposed of, the cost and related
          accumulated  depreciation are removed from the equipment  accounts and
          any resulting gain or loss is recognized in income for the period.

          In accordance  with  Statement of Financial  Accounting  Standards No.
          121,   "Accounting  for  the  Impairment  of  Long-Lived   Assets  and
          Long-Lived  Assets to be  Disposed  Of" (SFAS  121),  the  Partnership
          periodically compares the carrying value of the containers to expected
          future cash flows for the purpose of assessing the  recoverability  of
          the recorded  amounts.  If the carrying value exceeds  expected future
          cash flows,  the assets are written down to estimated  fair value.  In
          addition, containers identified for disposal are recorded at the lower
          of carrying amount or fair value less cost to sell.

          New  container  prices  steadily  declined  from  1995  through  1999.
          Although   container  prices  increased  in  2000,  the  cost  of  new
          containers at year-end  1998,  during 1999 and 2000 was  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 December  31, 2000,  1999 and 1998 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 years ended December
          31, 2000, 1999 and 1998 the Partnership  recorded  write-down expenses
          of $255, $376 and $232,  respectively on 631, 1,040 and 954 containers
          identified as for sale and  requiring a reserve.  At December 31, 2000
          and 1999, the net book value of containers  identified as for sale was
          $201 and $379, respectively.

          The Partnership sold 716 of these  previously  written down containers
          for a loss of $21  during the year ended  December  31,  2000 and sold
          1,790 previously  written down containers for a loss of $98 during the
          same  period in 1999.  During the year ended  December  31, 1998 there
          were no sales of  previously  written down  containers  as the initial
          write-down was recorded at December 31, 1998. The Partnership incurred
          losses on the sale of some containers  previously  written down as the
          actual sales prices  received on these  containers were lower than the
          estimates  used  for  the  write-downs,  primarily  due to  unexpected
          declines in container sale prices.

          The  Partnership  also sold  containers that had not been written down
          and recorded  (gains)/losses of ($130), $189 and $297 during the years
          ended December 31, 2000, 1999 and 1998, respectively.

          If  more  containers  are  subsequently  identified  for  sale  or  if
          container sales prices 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.

          (f)   Nature of Income from Operations

          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  that
          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  rather  than  the
          geographic location of the containers or the domicile of the lessees.

          For the years ended December 31, 2000, 1999 and 1998, no single lessee
          accounted for more than 10% of the Partnership's revenues.

          (g)   Allocation of Net Earnings and Partnership Distributions

          In accordance  with the Partnership  Agreement,  sections 3.08 through
          3.12, net earnings or losses and distributions are generally allocated
          1% to the General  Partners  and 99% to the Limited  Partners.  If the
          allocation of distributions exceeds the allocation of net earnings and
          creates a deficit in the General Partners'  aggregate capital account,
          the Partnership  Agreement  provides for a special allocation of gross
          income equal to the amount of the deficit.

          Actual  cash  distributions  to the Limited  Partners  differ from the
          allocated  net  earnings as presented  in these  financial  statements
          because  cash   distributions   are  based  on  cash   available   for
          distribution.  Cash  distributions are paid to the general and limited
          partners on a monthly basis in accordance  with the  provisions of the
          Partnership  Agreement.  Some  limited  partners  have elected to have
          their  distributions  paid  quarterly.  The  Partnership  has recorded
          deferred  distributions  of $66 and $69 at December 31, 2000 and 1999,
          respectively.

          (h)   Income Taxes

          The  Partnership  is not  subject  to income  taxes.  Accordingly,  no
          provision  for  income  taxes has been  made.  The  Partnership  files
          federal and state information  returns only. Taxable income or loss is
          reportable by the individual partners.

          (i)   Acquisition Fees

          In accordance with the Partnership  Agreement,  acquisition fees equal
          to 5% of the container purchase price were paid to TAS through October
          1998,  and  to  TEM  beginning  in  November  1998.  These  fees  were
          capitalized as part of the cost of the containers.

          (j)   Damage Protection Plan

          The  Partnership  offers a Damage  Protection Plan (DPP) to lessees of
          its  containers.  Under  the  terms  of  DPP,  the  Partnership  earns
          additional  revenues on a daily  basis and,  in return,  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
          estimated  future  repair  costs.  DPP expenses are included in direct
          container  expenses  in the  Statements  of  Earnings  and the related
          reserve  at  December   31,   2000  and  1999,   was  $151  and  $272,
          respectively.

          (k)   Warranty Claims

          During 1992,  1993 and 1995, the Partnership  settled  warranty claims
          against a container  manufacturer.  The Partnership was amortizing the
          settlement  amounts over the  remaining  estimated  useful life of the
          applicable   containers  (between  six  and  seven  years),   reducing
          maintenance  and repair  costs  over that time.  During the year ended
          December 31, 2000 these amounts were fully amortized.  At December 31,
          1999, the unamortized  portion of the settlement  amounts was equal to
          $172.

          (l)   Recovery Costs

          The Partnership  accrues an estimate for recovery costs as a result of
          defaults  under its  leases  that it  expects  to incur,  which are in
          excess of estimated insurance proceeds. At December 31, 2000 and 1999,
          the amounts accrued were $88 and $74, respectively.

          (m)   Limited   Partners'   Per   Unit  Share  of   Net  Earnings  and
          Distributions

          Limited   partners'   per  unit  share  of  both  net   earnings   and
          distributions were computed using the weighted average number of units
          outstanding  during the years ended December 31, 2000,  1999 and 1998,
          which were 3,704,302, 3,712,428, and 3,722,072, respectively.

          (n)   Redemptions

          The following redemption offerings were consummated by the Partnership
          during the years ended December 31, 2000, 1999 and 1998:
<TABLE>
<CAPTION>

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

          Total Partnership redemptions as of
          December 31, 1997......................          23,023             $ 11.55               $ 266
                                                           ------                                   -----


          Year ended December 31, 1998:
                3rd quarter......................           7,169             $  9.62                  69
                4th quarter......................           5,280             $  9.47                  50
                                                           ------                                   -----
                                                           12,449             $  9.56                 119
                                                           ------                                   -----


          Year ended December 31, 1999:
                1st quarter......................           2,000             $  8.50                  17
                3rd quarter......................             200             $  6.39                   1
                                                           ------                                   -----
                                                            2,200             $  8.18                  18
                                                           ------                                   -----


          Year ended December 31, 2000:
                1st quarter......................           1,000             $  7.00                   7
                3rd quarter......................          12,579             $  6.75                  85
                4th quarter......................           2,943             $  6.79                  20
                                                           ------                                   -----
                                                           16,522             $  6.77                 112
                                                           ------                                   -----

          Partnership to date.......................       54,194             $  9.50               $ 515
                                                           ======                                   =====



          The redemption price is fixed by formula.
</TABLE>
<PAGE>

          (o)   Reclassification

          Following the adoption of SAB 101,  "Revenue  Recognition in Financial
          Statements",  by the Partnership in the fourth quarter of fiscal 2000,
          the Partnership has reclassified  gain/loss on sale of containers from
          other  income  (after  income from  operations)  to costs and expenses
          (before  income from  operations).  All periods  have been  amended to
          reflect this reclassification.

Note 2.   Transactions with Affiliates

          As part of the operation of the Partnership, the Partnership is to pay
          to  the  General  Partners,  or  TAS  prior  to  its  liquidation,  an
          acquisition fee, an equipment  management fee, an incentive management
          fee and an  equipment  liquidation  fee.  These  fees are for  various
          services provided in connection with the administration and management
          of the Partnership. The Partnership capitalized $101, $100 and $136 of
          equipment acquisition fees as part of container rental equipment costs
          during the years ended December 31, 2000, 1999 and 1998, respectively.
          The Partnership  incurred $250, $250 and $251 of incentive  management
          fees during each of the three years ended December 31, 2000,  1999 and
          1998, respectively. No equipment liquidation fees were incurred during
          these periods.

          The  Partnership's  containers  are  managed  by TEM.  In its  role as
          manager, TEM has authority to acquire,  hold, manage,  lease, sell and
          dispose  of the  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 December 31, 2000 and 1999.

          Subject  to  certain  reductions,  TEM  receives  a monthly  equipment
          management  fee equal to 7% of gross lease  revenues  attributable  to
          master operating leases and 2% of gross lease revenues attributable to
          full payout net leases.  For the years ended  December 31, 2000,  1999
          and 1998,  equipment  management  fees totaled $540,  $571,  and $664,
          respectively.  The Partnership's containers are leased by TEM to third
          party lessees on operating master leases, spot leases, term leases and
          full  payout  net  leases.  Although  the  Partnership  has some  rent
          receivable under cancelable long term operating  leases,  the majority
          of the  Partnership's  leases are operating  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 were as follows:

                                                    2000        1999        1998
                                                    ----        ----        ----

               Salaries                             $192        $227        $291
               Other                                 179         182         247
                                                     ---         ---         ---
                 Total general and
                    administrative costs            $371        $409        $538
                                                     ===         ===         ===

          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:

                                                    2000        1999        1998
                                                    ----        ----        ----

               TEM                                  $323        $364        $486
               TFS                                    48          45          52
                                                     ---         ---         ---
                 Total general and
                    administrative costs            $371        $409        $538
                                                     ===         ===         ===

          The  General  Partners,  or TAS  through  October  1998,  may  acquire
          containers  in their own name and hold title on a temporary  basis for
          the purpose of facilitating the acquisition of such containers for the
          Partnership.  The containers 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 and,
          prior to its  liquidation,  TAS are entitled to an acquisition fee for
          any containers resold to the Partnership.
<PAGE>

          At December 31, 2000 and 1999, due from affiliates,  net, is comprised
          of:

                                                          2000              1999
                                                          ----              ----
              Due from affiliates:
               Due from TEM..........................   $  516            $  529
                                                           ---               ---

              Due to affiliates:
               Due to TL.............................        1                 1
               Due to TCC............................        7                 6
               Due to TFS............................       24                23
                                                           ---               ---
                                                            32                30
                                                           ---               ---

              Due from affiliates, net                  $  484            $  499
                                                           ===               ===

          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 payment
          of expenses and fees described above and in the accrual and remittance
          of net rental revenues and container 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 as of December 31, 2000 and 1999
         are as follows:

                                                               2000        1999
                                                               ----        ----
         Future minimum lease payments receivable.........    $ 137       $ 353
         Residual value...................................        3           3
         Less: unearned income............................      (17)        (41)
                                                                ---         ---

         Net investment in direct finance leases..........    $ 123       $ 315
                                                                ===         ===




         The  following  is  a  schedule  by  year  of  minimum  lease  payments
         receivable under the direct finance leases at December 31, 2000:

         Year ending December 31:

         2001...................................................         $    57
         2002...................................................              38
         2003...................................................              28
         2004...................................................              13
         2005...................................................               1
                                                                             ---

         Total minimum lease payments receivable................          $  137
                                                                             ===

         Rental  income for the years ended  December 31, 2000,  1999,  and 1998
         includes  $33,  $79,  and $100,  respectively,  of income  from  direct
         finance leases.


<PAGE>
Note 4.   Income Taxes

         At December 31, 2000, 1999 and 1998,  there were temporary  differences
         of $15,869, $16,582, and $19,783,  respectively,  between the financial
         statement  carrying  value of certain  assets and  liabilities  and the
         federal  income  tax  basis  of  such  assets  and   liabilities.   The
         reconciliation  of net income for financial  statement  purposes to net
         income for federal income tax purposes for the years ended December 31,
         2000, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>

                                                                              2000            1999            1998
                                                                              ----            ----            ----
<S>     <C>                                                                   <C>              <C>             <C>
         Net income per financial statements....................           $ 2,566         $   957         $ 2,492

         (Decrease) increase in provision for bad debt..........              (179)             83            (709)
         Depreciation for federal income tax purposes
           (in excess of) less than depreciation for
           financial statement purposes .........................              (700)            (99)             51
         Gain on sale of fixed assets for federal income
           tax purposes in excess of gain/loss recognized for
           financial statement purposes.........................             1,885           3,379           3,754
         (Decrease) increase in damage protection
           plan costs...........................................              (121)             50              (4)
         Warranty reserve income for tax purposes in
           excess of financial statement purposes...............              (172)           (213)           (214)
                                                                             -----           -----           -----
           Net income for
            federal income tax purposes..........................          $ 3,279         $ 4,157         $ 5,370
                                                                             =====           =====           =====


</TABLE>

Note 5.  Accounts Receivable Write-Off

         During 1998, the Partnership  wrote-off $516 of delinquent  receivables
         from two lessees against which reserves were recorded in 1994 and 1995.
         During the years  ended  December  31, 2000 and 1999 there were no such
         individually significant write-offs.

<PAGE>
<TABLE>
<CAPTION>


TEXTAINER EQUIPMENT INCOME FUND II, L.P.
(a California Limited Partnership)

Selected Quarterly Financial Data
------------------------------------------------------------------------------------------------------------------------

The following is a summary of selected  quarterly  financial  data for the years
ended December 31, 2000, 1999 and 1998:

                                                                            (Amounts in thousands)
                                                                              2000 Quarters Ended
                                                    --------------------------------------------------------------------
                                                       Mar. 31           June 30           Sept. 30            Dec. 31
                                                    --------------------------------------------------------------------
<S>                                                    <C>               <C>                <C>                <C>

Rental income                                          $ 1,968           $ 2,025            $ 1,882            $ 1,897

Income from operations                                 $   502           $   739            $   642            $   553

Net earnings                                           $   534           $   776            $   673            $   583

Limited partners' share of net earnings                $   518           $   761            $   657            $   568

Limited partners' share of distributions               $ 1,485           $ 1,484            $ 1,481            $ 1,479

                                                                            1999 Quarters Ended
                                                     -------------------------------------------------------------------
                                                       Mar. 31           June 30           Sept. 30            Dec. 31
                                                     -------------------------------------------------------------------

Rental income                                          $ 2,103           $ 1,961            $ 2,015            $ 2,054

Income (loss) from operations                          $   245           $  (144)           $   275            $   481

Net earnings (loss)                                    $   269           $  (117)           $   298            $   507

Limited partners' share of net earnings (loss)         $   253           $  (132)           $   282            $   491

Limited partners' share of distributions               $ 1,485           $ 1,485            $ 1,485            $ 1,485

                                                                            1998 Quarters Ended
                                                     -------------------------------------------------------------------
                                                       Mar. 31           June 30           Sept. 30            Dec. 31
                                                     -------------------------------------------------------------------

Rental income                                          $ 2,566           $ 2,533            $ 2,524            $ 2,408

Income from operations                                 $   903           $   712            $   640            $   138

Net earnings                                           $   920           $   735            $   671            $   166

Limited partners' share of net earnings                $   905           $   719            $   655            $    60

Limited partners' share of distributions               $ 1,492           $ 1,490            $ 1,488            $ 1,487

The amounts of income from operations are different from the amounts  previously
reported in reports on Form 10-Q filed for the years 2000,  1999 and 1998 as the
Registrant adopted SAB 101, "Revenue  Recognition in Financial  Statements",  in
the  fourth  quarter  of  fiscal  2000  and  reclassified  gain/loss  on sale of
containers  from  other  income  (after  income  from  operations)  to costs and
expenses  (before  income from  operations).  To conform to the  current  year's
presentation,   the  following   reclassifications  were  made  to  income  from
operations:
                                                       Mar. 31           June 30           Sept. 30            Dec. 31
                                                     -------------------------------------------------------------------
                                          2000         $   (14)          $   108            $     2            $   13
                                          1999         $   (49)          $  (125)           $  (107)           $   (6)
                                          1998         $   137           $   (47)           $  (106)           $ (281)
</TABLE>
<PAGE>

ITEM 9.      CHANGES IN  AND  DISAGREEMENTS WITH  ACCOUNTANTS ON  ACCOUNTING AND
             FINANCIAL DISCLOSURE

There have been none.

                                    PART III

ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Registrant has no officers or directors.

As described in the Prospectus, the Registrant's three original general partners
were TCC, TEM and Textainer Inc. (TI),  which  comprised the original  Textainer
Group.   Effective  October  1,  1993,  the  Textainer  Group  restructured  its
organization by forming a new holding company,  Textainer Group Holdings Limited
(TGH),  and the  shareholders  of the  underlying  companies  which  include the
General  Partners  accepted  shares in TGH in exchange  for their  shares in the
individual  companies.  Textainer  Financial  Services  Corporation (TFS) is the
Managing  General Partner of the Partnership  (prior to its name change on April
4, 1994, TFS was known as Textainer Capital Corporation).  TFS is a wholly-owned
subsidiary of Textainer  Capital  Corporation (TCC) (prior to its name change on
April 4, 1994, TCC was known as Textainer (Delaware) Inc.).  Textainer Equipment
Management Limited (TEM) is an Associate General Partner of the Partnership.  TI
was an Associate  General Partner of the Partnership  through September 30, 1993
when it was replaced in that capacity by Textainer Limited (TL), pursuant to the
corporate  restructuring effective October 1, 1993, which caused TFS, TEM and TL
to fall under the common ownership of TGH.  Pursuant to this  restructuring,  TI
transferred  substantially  all of its  assets  including  all of its rights and
duties as Associate  General  Partner to TL. This  transfer was  effective  from
October 1, 1993.  The end  result  was that TFS now serves as  Managing  General
Partner and TEM and TL now serve as  Associate  General  Partners.  The Managing
General Partner and Associate  General Partners are collectively  referred to as
the General Partners and are wholly-owned or substantially-owned subsidiaries of
TGH.  The  General  Partners  also  act  in  this  capacity  for  other  limited
partnerships.  Prior to its liquidation in October 1998,  Textainer  Acquisition
Services  Limited  (TAS) was an affiliate of the General  Partners and performed
services  related to the  acquisition of equipment  outside the United States on
behalf of the Partnership. Effective November 1998, these services are performed
by TEM.

TFS,  as  the  Managing  General  Partner,   is  responsible  for  managing  the
administration  and operation of the  Registrant,  and for the  formulation  and
administration of investment policies.

TEM, an Associate  General Partner,  manages all aspects of the operation of the
Registrant's equipment.

TL, an Associate  General  Partner,  owns a fleet of container  rental equipment
which is  managed  by TEM.  TL  provides  advice  to the  Partnership  regarding
negotiations  with financial  institutions,  manufacturers and equipment owners,
and regarding the terms upon which particular items of equipment are acquired.

Section 16(a) Beneficial Ownership Reporting Compliance.

Section 16(a) of the Securities  Exchange Act of 1934 requires the Partnership's
General Partners,  policy-making officials and persons who beneficially own more
than ten  percent  of the Units to file  reports  of  ownership  and  changes in
ownership with the Securities and Exchange  Commission.  Copies of these reports
must also be furnished to the Partnership.

Based  solely  on a  review  of  the  copies  of  such  forms  furnished  to the
Partnership  or on written  representations  that no forms were  required  to be
filed, the Partnership believes that with respect to its most recent fiscal year
ended  December 31, 2000,  all Section 16(a) filing  requirements  were complied
with. No member of management, or beneficial owner owned more than 10 percent of
any  interest in the  Partnership.  None of the  individuals  subject to Section
16(a) failed to file or filed late any reports of transactions in the Units.

The directors and executive officers of the General Partners are as follows:
<TABLE>
<CAPTION>

Name                              Age    Position
----                              ---    --------
<S>                                <C>    <C>
Neil I. Jowell                     67    Director and Chairman of TGH, TEM, TL, TCC and TFS
John A. Maccarone                  56    President, CEO and Director of TGH, TEM, TL, TCC and TFS
James E. Hoelter                   61    Director of TGH, TEM, TL, TCC and TFS
Alex M. Brown                      62    Director of TGH, TEM, TL, TCC and TFS
Harold J. Samson                   79    Director of TGH and TL
Philip K. Brewer                   44    Senior Vice President - Asset Management Group and Director of TEM and TL
Robert D. Pedersen                 41    Senior Vice President - Leasing Group, Director of TEM
Ernest J. Furtado                  45    Senior Vice  President , CFO and  Secretary  of TGH,  TEM,  TL, TCC and TFS,
                                         Director of TEM, TCC and TFS
Wolfgang Geyer                     47    Regional Vice President - Europe
Mak Wing Sing                      43    Regional Vice President - South Asia
Masanori Sagara                    45    Regional Vice President - North Asia
Stefan Mackula                     48    Vice President -  Equipment Resale
Anthony C. Sowry                   48    Vice President - Corporate Operations and Acquisitions
Richard G. Murphy                  48    Vice President - Risk Management
Janet S. Ruggero                   52    Vice President - Administration and Marketing Services
Jens W. Palludan                   50    Regional Vice President - Americas and Logistics
Isam K. Kabbani                    66    Director of TGH and TL
James A. C. Owens                  61    Director of TGH and TL
S. Arthur Morris                   67    Director of TGH, TEM and TL
Dudley R. Cottingham               49    Assistant Secretary, Vice President and Director of TGH, TEM and TL
Nadine Forsman                     33    Controller of TCC and TFS
</TABLE>

          Neil I. Jowell is Director and  Chairman of TGH,  TEM, TL, TCC and TFS
and a member of the Investment  Advisory Committee (see "Committees"  below). He
has served on the Board of Trencor Ltd.  since 1966 and as Chairman  since 1973.
He is also a director of Mobile Industries, Ltd. (1969 to present), an affiliate
of Trencor,  and a non-executive  director of Forward  Corporation Ltd. (1993 to
present).  Trencor is a publicly traded  diversified  industrial group listed on
the Johannesburg Stock Exchange. Its business is the leasing,  owning,  managing
and  financing of marine cargo  containers  worldwide  and the  manufacture  and
export of containers for international  markets.  In South Africa, it is engaged
in manufacturing,  trading and exports of general commodities.  Trencor also has
an interest in Forward  Corporation  Ltd.,  a publicly  traded  holding  company
listed on the  Johannesburg  Stock Exchange.  It has interests in industrial and
consumer  businesses  operating in South Africa and abroad.  Mr.  Jowell  became
affiliated  with the General  Partners and its affiliates  when Trencor  became,
through  its  beneficial  ownership  in  two  controlled   companies,   a  major
shareholder  of the  Textainer  Group in 1992.  Mr.  Jowell  has over 36  years'
experience  in the  transportation  industry.  He holds an  M.B.A.  degree  from
Columbia  University  and  Bachelor  of  Commerce  and L.L.B.  degrees  from the
University of Cape Town.

          John A. Maccarone is President,  CEO and Director of TGH, TEM, TL, TCC
and TFS. In this capacity he is responsible for overseeing the management of and
coordinating  the  activities  of  Textainer's  worldwide  fleet of marine cargo
containers and the activities of all of these corporations.  Additionally, he is
Chairman of the Equipment  Investment  Committee,  the Credit  Committee and the
Investment  Advisory  Committee (see  "Committees",  below).  Mr.  Maccarone was
instrumental  in co-founding  Intermodal  Equipment  Associates  (IEA), a marine
container  leasing  company  based  in San  Francisco,  and  held a  variety  of
executive  positions with IEA from 1979 until 1987, when he joined the Textainer
Group.  Mr.  Maccarone  was  previously a Director of Marketing  for Trans Ocean
Leasing  Corporation in Hong Kong with responsibility for all leasing activities
in  Southeast  Asia.   From  1969  to  1977,  Mr.   Maccarone  was  a  marketing
representative  for IBM  Corporation.  He holds a Bachelor of Science  degree in
Engineering  Management  from  Boston  University  and  an  M.B.A.  from  Loyola
University of Chicago.

          James E.  Hoelter  is a director  of TGH,  TEM,  TL,  TCC and TFS.  In
addition,  Mr. Hoelter is a member of the Equipment Investment Committee and the
Investment  Advisory  Committee (see  "Committees",  below). Mr. Hoelter was the
President  and  Chief  Executive  Officer  of TGH and TL from  1993 to 1998  and
currently serves as a consultant to Trencor (1999 to present).  Prior to joining
the  Textainer  Group in 1987,  Mr.  Hoelter was  president of IEA. Mr.  Hoelter
co-founded IEA in 1978 with Mr. Maccarone and was president from inception until
1987.  From 1976 to 1978,  Mr.  Hoelter was vice president for Trans Ocean Ltd.,
San Francisco,  a marine container leasing company, where he was responsible for
North America. From 1971 to 1976, he worked for Itel Corporation, San Francisco,
where he was  director of  financial  leasing for the  container  division.  Mr.
Hoelter  received his B.B.A. in finance from the University of Wisconsin,  where
he is an emeritus member of its Business School's Dean's Advisory Board, and his
M.B.A.from the Harvard Graduate School of Business Administration.

          Alex  M.  Brown   is  a  director  of  TGH,  TEM,  TL,  TCC  and  TFS.
Additionally,  he is  a member  of the  Equipment  Investment  Committee and the
Investment   Advisory   Committee  (see  "Committees",   below).   Among   other
directorships,  Mr.  Brown is a  director  of Trencor  Ltd.  (1996 to  present),
which is  publicly traded and listed on the  Johannesburg  Stock  Exchange.  Mr.
Brown became affiliated  with the Textainer Group in April 1986. From 1987 until
1993,  he was President and Chief  Executive Officer of Textainer, Inc.  and the
Chairman of the Textainer  Group. Mr. Brown was the  managing  director of Cross
County Leasing in England from 1984 until it was acquired by  Textainer in 1986.
From 1993 to 1997,  Mr. Brown  was  Chief  Executive  Officer  of AAF, a company
affiliated  with Trencor Ltd. Mr. Brown was also  Chairman of WACO International
Corporation, based in Cleveland, Ohio until 1997.

          Harold J. Samson  is a  director of TGH  and TL and has served as such
since the Textainer Group's reorganization  and formation of these  companies in
1993.  He  is  also  a   member  of  the  Investment   Advisory   Committee (see
"Committees",  below).  Mr. Samson served  as a consultant to various securities
firms from 1981 to 1989.  From 1974 to 1981 he was Executive  Vice  President of
Foster &  Marshall,  Inc.,  a  New  York Stock  Exchange  member  firm  based in
Seattle.  Mr. Samson was a director of IEA from 1979 to 1981.  From 1957 to 1984
he served as Chief  Financial Officer in several New York Stock Exchange  member
firms.  Mr. Samson  holds a B.S. in Business Administration  from the University
of  California,  Berkeley and is a California Certified Public Accountant.

          Philip K. Brewer is Senior Vice President - Asset Management Group and
director of TEM and TL. He was  President of TCC and TFS from January 1, 1998 to
December  31,  1998  until his  appointment  as Senior  Vice  President  - Asset
Management Group. As President of TCC, Mr. Brewer was responsible for overseeing
the  management  of, and  coordinating  the activities of TCC and TFS. As Senior
Vice President,  he is responsible  for optimizing the capital  structure of and
identifying  new sources of finance for  Textainer,  as well as  overseeing  the
management of and  coordinating  the activities of Textainer's  risk management,
logistics  and the resale  divisions.  Mr.  Brewer is a member of the  Equipment
Investment  Committee,  the Credit  Committee and was a member of the Investment
Advisory Committee through December 31, 1998 (see "Committees"  below). Prior to
joining  Textainer in 1996, as Senior Vice  President - Capital  Markets for TGH
and TL, Mr. Brewer worked at Bankers Trust from 1990 to 1996, starting as a Vice
President  in  Corporate  Finance  and ending as Managing  Director  and Country
Manager for  Indonesia;  from 1989 to 1990,  he was Vice  President in Corporate
Finance at Jarding Fleming; from 1987 to 1989, he was Capital Markets Advisor to
the United States Agency for International Development; and from 1984 to 1987 he
was an Associate  with Drexel  Burnham  Lambert in New York. Mr. Brewer holds an
M.B.A. in Finance from the Graduate  School of Business at Columbia  University,
and a B.A. in Economics and Political Science from Colgate University.

          Robert D.  Pedersen  is Senior  Vice-President  - Leasing  Group and a
Director  of  TEM,   responsible  for  worldwide  sales  and  marketing  related
activities and operations.  Mr. Pedersen is a member of the Equipment Investment
Committee and the Credit Committee (see "Committees" below). He joined Textainer
in 1991 as Regional Vice  President for the Americas  Region.  Mr.  Pedersen has
extensive  experience  in the industry  having held a variety of positions  with
Klinge Cool, a manufacturer of refrigerated  container  cooling units (from 1989
to 1991), where he was worldwide sales and marketing director, XTRA, a container
lessor (from 1985 to 1988) and Maersk Line, a container shipping line (from 1978
to  1984).  Mr.  Pedersen  is  a  graduate  of  the  A.P.  Moller  shipping  and
transportation program and the Merkonom Business School in Copenhagen,  majoring
in Company Organization.

          Ernest J. Furtado is Senior Vice President,  CFO and Secretary of TGH,
TEM, TL, TCC and TFS and a Director of TEM, TCC and TFS, in which capacity he is
responsible for all accounting,  financial  management,  and reporting functions
for TGH, TEM, TL, TCC and TFS.  Additionally,  he is a member of the  Investment
Advisory  Committee for which he serves as Secretary,  the Equipment  Investment
Committee and the Credit  Committee (see  "Committees",  below).  Prior to these
positions,  he held a number of accounting and financial management positions at
Textainer, of increasing responsibility. Prior to joining Textainer in May 1991,
Mr.  Furtado was Controller for Itel Instant Space and manager of accounting for
Itel Containers International  Corporation,  both in San Francisco, from 1984 to
1991. Mr.  Furtado's  earlier  business  affiliations  include  serving as audit
manager for Wells Fargo Bank and as senior accountant with John F. Forbes & Co.,
both in San Francisco.  He is a Certified Public  Accountant and holds a B.S. in
business  administration  from the  University  of California at Berkeley and an
M.B.A. in information systems from Golden Gate University.

          Wolfgang  Geyer is based in  Hamburg,  Germany  and is  Regional  Vice
President - Europe,  responsible  for  coordinating  all leasing  activities  in
Europe,  Africa and the Middle  East/Persian Gulf. Mr. Geyer joined Textainer in
1993 and was the Marketing  Director in Hamburg  through July 1997. From 1991 to
1993,  Mr. Geyer most recently was the Senior Vice  President for Clou Container
Leasing,  responsible for its worldwide leasing activities.  Mr. Geyer spent the
remainder of his leasing career, 1975 through 1991, with Itel Container,  during
which time he held numerous  positions in both  operations and marketing  within
the company.

          Mak Wing Sing is based in Singapore and is the Regional Vice President
- South Asia,  responsible  for container  leasing  activities in  North/Central
People's  Republic of China,  Hong Kong,  South China (PRC),  Southeast Asia and
Australia/New Zealand. Mr. Mak most recently was the Regional Manager, Southeast
Asia,  for Trans Ocean  Leasing,  working there from 1994 to 1996.  From 1987 to
1994, Mr. Mak worked with Tiphook as their Regional  General  Manager,  and with
OOCL  from  1976 to 1987 in a  variety  of  positions,  most  recently  as their
Logistics Operations Manager.

          Masanori  Sagara is based in Yokohama,  Japan and is the Regional Vice
President - North Asia,  responsible for container leasing  activities in Japan,
Korea,  and Taiwan.  Mr. Sagara  joined  Textainer in 1990 and was the company's
Marketing  Director  in  Japan  through  1996.  From  1987 to  1990,  he was the
Marketing Manager at IEA. Mr. Sagara's other experience in the container leasing
business includes marketing  management at Genstar from 1984 to 1987 and various
container  operations  positions  with Thoresen & Company from 1979 to 1984. Mr.
Sagara  holds a Bachelor  of Science  degree in  Economics  from  Aoyama  Bakuin
University.

          Stefan Mackula is Vice President - Equipment  Resale,  responsible for
coordinating the worldwide sale of equipment into secondary markets. Mr. Mackula
also  served  as Vice  President  -  Marketing  from  1989 to 1991  where he was
responsible for coordinating all leasing  activities in Europe,  Africa, and the
Middle East.  Mr. Mackula  joined  Textainer in 1983 as Leasing  Manager for the
United Kingdom. Prior to joining Textainer, Mr. Mackula held, beginning in 1972,
a variety of positions in the international container shipping industry.

          Anthony  C.  Sowry  is  Vice  President  -  Corporate  Operations  and
Acquisitions.  He is also a member of the Equipment Investment Committee and the
Credit   Committee  (see   "Committees",   below).   Mr.  Sowry  supervises  all
international  container  operations and maintenance and technical functions for
the fleets under Textainer's management.  In addition, he is responsible for the
acquisition of all new and used containers for the Textainer Group. He began his
affiliation  with  Textainer in 1982,  when he served as Fleet  Quality  Control
Manager for Textainer  Inc.  until 1988.  From 1980 to 1982,  he was  operations
manager for Trans Container  Services in London; and from 1978 to 1982, he was a
technical  representative  for Trans Ocean Leasing,  also in London. He received
his B.A. degree in business  management from the London School of Business.  Mr.
Sowry is a member of the Technical  Committee of the International  Institute of
Container Lessors and a certified container inspector.

          Richard G. Murphy is Vice President, Risk Management,  responsible for
all credit and risk management functions.  He also supervises the administrative
aspects of  equipment  acquisitions.  He is a member of and acts as secretary to
the Equipment  Investment and Credit  Committees (see  "Committees",  below). He
previously  served as TEM's Director of Credit and Risk  Management from 1989 to
1991  and as  Controller  from  1988  to  1989.  Prior  to the  takeover  of the
management of the Interocean  Leasing Ltd. fleet by TEM in 1988, Mr. Murphy held
various  positions in the accounting and financial  areas with that company from
1980,  acting as Chief  Financial  Officer from 1984 to 1988.  Prior to 1980, he
held various  positions with firms of public  accountants in the U.K. Mr. Murphy
is an Associate of the Institute of Chartered  Accountants  in England and Wales
and holds a Bachelor of Commerce degree from the National University of Ireland.

          Janet S.  Ruggero  is Vice  President,  Administration  and  Marketing
Services.  Ms.  Ruggero is  responsible  for the  tracking and billing of fleets
under TEM management, including direct responsibility for ensuring that all data
is input in an  accurate  and timely  fashion.  She assists  the  marketing  and
operations  departments by providing statistical reports and analyses and serves
on the Credit Committee (see "Committees", below). Prior to joining Textainer in
1986,  Ms.  Ruggero held various  positions with Gelco CTI over the course of 15
years,  the last one as Director of Marketing and  Administration  for the North
American  Regional  office in New York City.  She has a B.A. in  education  from
Cumberland College.

          Jens W.  Palludan  is  based  in  Hackensack,  New  Jersey  and is the
Regional  Vice  President - Americas and  Logistics,  responsible  for container
leasing  activities  in  North/South  America  and  for  coordinating  container
logistics.   He  joined   Textainer  in  1993  as  Regional  Vice   President  -
Americas/Africa/Australia,  responsible for coordinating all leasing  activities
in North and South America, Africa and Australia/New Zealand. Mr. Palludan spent
his career from 1969 through 1992 with Maersk Line of  Copenhagen,  Denmark in a
variety of key management positions in both Denmark and overseas. Mr. Palludan's
most  recent  position  at Maersk was that of  General  Manager,  Equipment  and
Terminals,  where he was responsible for the entire managed fleet.  Mr. Palludan
holds an M.B.A. from the Centre European D'Education Permanente,  Fontainebleau,
France.

          Sheikh  Isam K.  Kabbani is a director of TGH and TL. He has served as
such since the Textainer Group's reorganization and formation of these companies
in 1993.  He is Chairman and  principal  stockholder  of the IKK Group,  Jeddah,
Saudi Arabia,  a  manufacturing  and trading group which is active both in Saudi
Arabia and internationally. In 1959 Sheikh Isam Kabbani joined the Saudi Arabian
Ministry of Foreign Affairs,  and in 1960 moved to the Ministry of Petroleum for
a period of ten years.  During this time he was seconded to the  Organization of
Petroleum Exporting Countries (OPEC). After a period as Chief Economist of OPEC,
in 1967 he became the Saudi Arabian member of OPEC's Board of Governors. In 1970
he left the ministry of Petroleum to establish  his own  business,  the National
Marketing Group, which has since been his principal  business  activity.  Sheikh
Kabbani holds a B.A. degree from Swarthmore College,  Pennsylvania,  and an M.A.
degree in Economics and International Relations from Columbia University.

          James A. C. Owens is a director  of TGH and TL.  Mr.  Owens  has  been
associated  with the Textainer  Group  since 1980. In 1983 he was  appointed  to
the Board of  Textainer  Inc., and served as President  of  Textainer  Inc. from
1984 to 1987.  From 1987 to 1998,  Mr. Owens served as an alternate director  on
the Boards of TI,  TGH and TL and has  served as  director  of  TGH and TL since
1998.  Apart from his  association with the Textainer Group,  Mr. Owens has been
involved in insurance and financial  brokerage  companies and  captive insurance
companies.  He is a member of a number of Boards of Directors. Mr. Owens holds a
Bachelor of Commerce degree from the University of South Africa.

          S. Arthur  Morris is a director  of TGH,  TEM and TL. He is a founding
partner in the firm of Morris and Kempe,  Chartered Accountants  (1962-1977) and
currently  functions  as a  correspondent  member of a number  of  international
accounting  firms through his firm Arthur Morris and Company (1977 to date).  He
is also President and director of Continental Management Limited (1977 to date).
Continental  Management Limited is a Bermuda corporation that provides corporate
representation,   administration  and  management  services  and  corporate  and
individual  trust  administration   services.  Mr.  Morris  has  over  30  years
experience in public  accounting and serves on numerous  business and charitable
organizations  in the Cayman  Islands and Turks and Caicos  Islands.  Mr. Morris
became a director of TL and TGH in 1993, and TEM in 1994.

          Dudley R.  Cottingham  is Assistant  Secretary,  Vice  President and a
director  of TGH,  TEM and TL. He is a partner  with  Arthur  Morris and Company
(1977 to date) and a Vice  President  and  director  of  Continental  Management
Limited (1978 to date), both in the Cayman Islands and Turks and Caicos Islands.
Continental  Management Limited is a Bermuda corporation that provides corporate
representation,   administration  and  management  services  and  corporate  and
individual  trust  administration  services.  Mr.  Cottingham  has over 20 years
experience  in  public   accounting  with   responsibility   for  a  variety  of
international and local clients.  Mr. Cottingham became a director of TL and TGH
in 1993, and TEM in 1994.

          Nadine Forsman is the Controller of TCC and TFS. Additionally,  she is
a member of the Investment Advisory Committee and Equipment Investment Committee
(See  "Committees"  below). As controller of TCC and TFS, she is responsible for
accounting, financial management and reporting functions for TCC and TFS as well
as  overseeing  all  communications  with  the  Limited  Partners  and as  such,
supervises  personnel in performing these functions.  Prior to joining Textainer
in August 1996, Ms. Forsman was employed by KPMG LLP, holding various positions,
the most  recent  of which was  manager,  from 1990 to 1996.  Ms.  Forsman  is a
Certified Public  Accountant and holds a B.S. in Accounting and Finance from San
Francisco State University.

Committees

          The Managing  General  Partner has  established  the  following  three
committees to facilitate decisions involving credit and organizational  matters,
negotiations,  documentation,  management and final disposition of equipment for
the Partnership and for other programs organized by the Textainer Group:

          Equipment  Investment Committee.  The  Equipment  Investment Committee
reviews the  equipment leasing operations of the Partnership  on a regular basis
with emphasis on matters  involving  equipment purchases, equipment  remarketing
issues, and decisions regarding ultimate  disposition of equipment.  The members
of the committee are John A. Maccarone  (Chairman), James E. Hoelter, Anthony C.
Sowry, Richard G. Murphy (Secretary), Alex M. Brown, Philip K. Brewer, Robert D.
Pedersen,  Ernest J. Furtado and Nadine Forsman.

          Credit  Committee. The  Credit  Committee  establishes  credit  limits
for  every  lessee  and potential lessee of equipment and  periodically  reviews
these limits.  In  setting  such  limits, the Credit  Committee  considers  such
factors as customer trade routes,  country, political risk, operational  history
credit  references,  credit  agency  analyses,  financial statements,  and other
information.  The  members  of   the  Credit Committee  are  John  A.  Maccarone
(Chairman),  Richard G. Murphy (Secretary),  Janet S. Ruggero, Anthony C. Sowry,
Philip K. Brewer, Ernest J. Furtado and Robert D. Pedersen.

          Investment   Advisory  Committee.  The Investment  Advisory  Committee
reviews investor program operations on at least a quarterly  basis,  emphasizing
matters  related  to  cash  distributions  to investors, cash  flow  management,
portfolio  management,  and liquidation. The  Investment  Advisory Committee  is
organized  with a  view to applying  an  interdisciplinary  approach,  involving
management,  financial,  legal  and  marketing  expertise,  to the  analysis  of
investor program  operations. The members of the Investment  Advisory  Committee
are  John A.   Maccarone   (Chairman),   James  E.  Hoelter,  Ernest J.  Furtado
(Secretary), Nadine Forsman, Harold J. Samson, Alex M. Brown and Neil I. Jowell.

ITEM 11.     EXECUTIVE COMPENSATION

The Registrant  has no executive  officers and does not reimburse TFS, TEM or TL
for the  remuneration  payable  to their  executive  officers.  For  information
regarding  reimbursements  made by the Registrant to the General  Partners,  see
note 2 of the Financial Statements in Item 8.

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a)       Security Ownership of Certain Beneficial Owners

          There is no person or "Group" who is known to the Registrant to be the
          beneficial owner of more than five percent of the outstanding units of
          limited partnership investment of the Registrant.

(b)       Security Ownership of Management.

          As of January 1, 2001:
                                                      Number
                    Name of Beneficial Owner         Of Units       % All Units
                    ------------------------         --------       -----------
                    James E. Hoelter                     438            0.012%
                    John A. Maccarone                    500            0.014%
                    Harold J. Samson                   2,500            0.068%
                                                       -----            ------

          Officers and Management as a Group           3,438            0.094%
                                                       =====            ======

(c)       Changes in Control.

          Inapplicable.
<PAGE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                     (Amounts in thousands)

          (a) Transactions with Management and Others.

          At December 31, 2000 and 1999, due from affiliates,  net, is comprised
          of:

                                                          2000              1999
                                                          ----              ----
              Due from affiliates:
               Due from TEM..........................     $516              $529
                                                           ---               ---

              Due to affiliates:
               Due to TL.............................        1                 1
               Due to TCC............................        7                 6
               Due to TFS............................       24                23
                                                           ---               ---
                                                            32                30
                                                           ---               ---

              Due from affiliates, net                    $484              $499
                                                           ===               ===

          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 payment
          of expenses and fees and in the accrual and  remittance  of net rental
          revenues and container sales proceeds from TEM.

          In addition,  the Registrant paid or will pay the following amounts to
          the General Partners or TAS:

          Acquisition  fees in  connection  with the purchase of  containers  on
          behalf of the Registrant:

                                             2000          1999             1998
                                             ----          ----             ----

          TAS......................          $  -          $  -             $124
          TEM......................           101           100               12
                                              ---           ---              ---
          Total....................          $101          $100             $136
                                              ===           ===              ===

          Management fees in connection with the operations of the Registrant:

                                         2000              1999             1998
                                         ----              ----             ----

          TEM......................      $595              $626             $719
          TFS......................       195               195              196
                                          ---               ---              ---
          Total....................      $790              $821             $915
                                          ===               ===              ===

          Reimbursement  for   administrative   costs  in  connection  with  the
          operations of the Registrant:

                                         2000              1999             1998
                                         ----              ----             ----

          TEM......................      $323              $364             $486
          TFS......................        48                45               52
                                          ---               ---              ---
          Total....................      $371              $409             $538
                                          ===               ===              ===

(b)   Certain Business Relationships.

      Inapplicable.

(c)   Indebtedness of Management

      Inapplicable.

(d)   Transactions with Promoters

      Inapplicable.

      See the "Management" and "Compensation of General Partners and Affiliates"
      sections of the Registrant's Prospectus, as supplemented, and the Notes to
      Financial Statements in Item 8.

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)       1. Audited  financial  statements of the Registrant for the year ended
          December 31, 2000 are contained in Item 8 of this Report.

      2.  Financial Statement Schedules.

          (i)  Independent Auditors' Report on Supplementary Schedule.

          (ii) Schedule II - Valuation and Qualifying Accounts.

      3.  Exhibits Incorporated by reference

          (i)  The   Registrant's  Prospectus  as  contained   in  Pre-Effective
               Amendment   No.  2  to  the Registrant's  Registration  Statement
               (No. 33-29990),  filed with the Commission on November 3, 1989 as
               supplemented  by  Post-Effective  Amendment No. 2 filed  with the
               Commission under Section 8(c) of  the  Securities Act  of 1933 on
               December 11, 1990.

          (ii) The Registrant's limited partnership  agreement, Exhibit A to the
               Prospectus.

(b)       During  the  year  ended 2000, no reports on Form  8-K have been filed
          by the Registrant.


<PAGE>

         Independent Auditors' Report on Supplementary Schedule



The Partners
Textainer Equipment Income Fund II, L.P.:

Under the date of February  16,  2001,  we  reported  on the  balance  sheets of
Textainer  Equipment  Income Fund II, L.P. (the  Partnership) as of December 31,
2000 and 1999,  and the related  statements of earnings,  partners'  capital and
cash flows for each of the years in the  three-year  period  ended  December 31,
2000,  which are included in the 2000 annual  report on Form 10-K. In connection
with our audits of the aforementioned financial statements,  we also audited the
related  financial  statement  schedule  as  listed in Item 14.  This  financial
statement  schedule is the responsibility of the Partnership's  management.  Our
responsibility  is to express an opinion on this  financial  statement  schedule
based on our audits.

In our  opinion,  such  schedule,  when  considered  in  relation  to the  basic
financial  statements  taken  as a  whole,  presents  fairly,  in  all  material
respects, the information set forth therein.



                              KPMG LLP





San Francisco, California
February 16, 2001


<PAGE>
<TABLE>
<CAPTION>

TEXTAINER EQUIPMENT INCOME FUND II, L.P.
(a California Limited Partnership)

Schedule II - Valuation and Qualifying Accounts

(Amounts in thousands)
-----------------------------------------------------------------------------------------------------------------------

                                                                 Charged                                    Balance
                                                Balance at      to Costs       Charged                      at End
                                                 Beginning         And         to Other                       of
                                                 of Period      Expenses       Accounts      Deduction       Period
                                                 ---------      --------       --------      ---------       ------
<S>                                                 <C>            <C>           <C>            <C>           <C>

For the year ended December 31, 2000:

Allowance for
  doubtful accounts                                $   398        $   (44)      $     -        $  (135)         $ 219
                                                   -------        --------      --------       --------         -----

Recovery cost reserve                              $    74        $    60       $     -        $   (46)         $  88
                                                   -------        --------      --------       --------         -----

Damage protection
  plan reserve                                     $   272        $   129       $     -        $  (250)         $ 151
                                                   -------        --------      --------       --------         -----



For the year ended December 31, 1999:

Allowance for
  doubtful accounts                                $   315        $   124       $     -        $   (41)         $ 398
                                                   -------        --------      --------       --------         -----

Recovery cost reserve                              $    48        $    76       $     -        $   (50)         $  74
                                                   -------        --------      --------       --------         -----

Damage protection
  plan reserve                                     $   222        $   404       $     -        $  (354)         $ 272
                                                   -------        --------      --------       --------         -----


For the year ended December 31, 1998:

Allowance for
  doubtful accounts                                $ 1,024        $  (111)      $  (516)       $   (82)         $ 315
                                                   -------        --------      --------       --------         -----

Recovery cost reserve                              $    64        $   123       $     -        $  (139)         $  48
                                                   -------        --------      --------       --------         -----

Damage protection
  plan reserve                                     $   226        $   277       $     -        $  (281)         $ 222
                                                   -------        --------      --------       --------         -----


</TABLE>

<PAGE>

                             SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) 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.

                             TEXTAINER EQUIPMENT INCOME FUND II, L.P.
                             A California Limited Partnership

                             By Textainer Financial Services Corporation
                             The Managing General Partner

                             By______________________________
                                Ernest J. Furtado
                              Senior Vice President


Date:  March 20, 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:
<TABLE>
<CAPTION>

Signature                                        Title                                        Date
<S>                                               <C>                                          <C>

_________________________________                Senior Vice President, CFO                March 20, 2001
Ernest J. Furtado                                (Principal Financial and
                                                 Accounting Officer),
                                                 Secretary and Director




_________________________________                President(Principal Executive
John A. Maccarone                                Officer), and Director                    March 20, 2001




_________________________________                Chairman of the Board and Director        March 20, 2001
Neil I. Jowell

</TABLE>

<PAGE>



                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) 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.

                                 TEXTAINER EQUIPMENT INCOME FUND II, L.P.
                                 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:  March 20, 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:
<TABLE>
<CAPTION>
Signature                                        Title                                        Date

<S>                                               <C>                                           <C>

/s/ Ernest J. Furtado                            Senior Vice President, CFO                   March 20, 2001
_________________________________                (Principal Financial and
 Ernest J. Furtado                               Accounting Officer),
                                                 Secretary and Director


/s/ John A. Maccarone
_________________________________                President (Principal Executive               March 20, 2001
John A. Maccarone                                Officer), and Director


/s/ Neil I. Jowell
_________________________________                Chairman of the Board and Director           March 20, 2001
Neil I. Jowell

</TABLE>