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


March 28, 2002


Securities and Exchange Commission
Washington, DC  20549

Ladies & 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, 2001.

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, 2001

                         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.

               In July 2001, the Registrant  entered into its liquidation phase.
               During  this  phase,  the  Registrant  will no longer  add to its
               container  fleet but will instead sell its  containers (i) in one
               or more  large  transactions  or (ii)  gradually,  either as they
               reach the end of their  useful  marine  lives or when an analysis
               indicates that their sale is warranted  based on existing  market
               conditions and the container's  age,  location and condition.  To
               date, the Partnership  has sold containers only gradually  rather
               than in large  transactions.  Sales proceeds,  after reserves for
               working  capital,  will generally be distributed to the Partners.
               The Registrant will be terminated and dissolved on the earlier of
               December 31, 2009 or the sale of all or substantially  all of its
               equipment.

               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  certain physical
               damage to containers.  Container  leasing  companies compete with
               one another on the basis of lease rates,  fees charged,  services
               provided   and   availability   of   equipment.   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.  Some of the
               Partnership's   equipment   is  leased  under   long-term   lease
               agreements.  Unlike  master  lease  agreements,  long-term  lease
               agreements  provide  for  containers  to be leased for periods of
               between three to five years. Such leases are generally cancelable
               with a  penalty  at the end of each  twelve-month  period.  Under
               direct finance leases, the containers are usually leased from the
               Partnership for the remainder of the container's useful life with
               a purchase  option at the end of the lease term.  Direct  finance
               leases currently cover a minority of the Partnership's equipment.
               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.

(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, 2001,  2000  and  1999  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   88%  of  the   total
               equipment held by all container  leasing  companies.  The top two
               container leasing companies combined control approximately 31% 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, 2001 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, 2001
               had a total of 157 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%, 16%
               and 14% of the Registrant's rental revenue during the years ended
               December 31, 2001, 2000, and 1999, 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, 2001, the Registrant owned the following types and quantities
of equipment:


                  20-foot standard dry freight containers                  2,463
                  40-foot standard dry freight containers                  4,444
                  40-foot high cube dry freight containers                 4,083
                                                                          ------
                                                                          10,990
                                                                          ======

During  December 2001,  approximately  65% of these  containers were on lease to
international shipping companies, and the balance were being stored primarily at
a large  number of storage  depots  located  worldwide.  At  December  31,  2001
approximately 11% of the Partnership's  off-lease  equipment had been identified
as for sale.  Generally,  the Partnership sells containers (i) that have reached
the end of their useful lives or (ii) that an analysis indicates that their sale
is otherwise warranted. The Partnership expects more containers to be identified
as for sale for these reasons and as the  Partnership  continues its liquidation
plans.

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,  2002,  there   were  4,543   holders  of
                    record of limited partnership interests in the Registrant.

(b)(2)              Inapplicable.

(c)      Dividends.

                    Inapplicable.

From January 1, 2001 through June 30, 2001,  the  Registrant  was paying monthly
distributions  to its limited  partners at an  annualized  rate equal to 8% of a
Unit's  initial  cost,  or  $1.60  per  Unit.  Effective  July,  2001,  when the
Registrant   began  its   liquidation   phase,   the  Registrant   made  monthly
distributions  to its limited  partners in an amount  equal to the  Registrant's
excess cash, after redemptions and working capital reserves.  From the beginning
of the  liquidation  phase,  through  December 31,  2001,  the  Registrant  paid
distributions  at an annualized  rate equal to 11.7% of a Unit's initial cost or
$2.34 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."

ITEM 701:           Inapplicable.


<TABLE>
<CAPTION>

ITEM 6.  SELECTED FINANCIAL DATA


                                                          (Amounts in thousands except for per unit amounts)
                                                                     Years Ended December 31,
                                         ---------------------------------------------------------------------------
                                              2001           2000              1999             1998            1997
                                              ----           ----              ----             ----            ----
<S>                                            <C>            <C>                <C>            <C>             <C>

Rental income.......................      $  6,053       $  7,772           $ 8,133         $ 10,031        $ 10,433

Income from operations..............      $    459       $  2,436           $   857         $  2,393        $  2,640

Net earnings........................      $    515       $  2,566           $   957         $  2,492        $  2,715

Net earnings per unit
  of limited partner
  interest..........................      $   0.12       $   0.68           $  0.24         $   0.63        $   0.71

Distributions per unit of
  limited partner
  interest..........................      $   1.97       $   1.60           $  1.60         $   1.60        $   1.60

Distributions per unit of
  limited partner
  interest representing
  a return of capital...............      $   1.85       $   0.92           $  1.36         $   0.97        $   0.89

Total assets........................      $ 22,671       $ 29,763           $33,676         $ 38,644        $ 42,865

</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, 2001,
2000 and 1999.  Please refer to the  Financial  Statements  and Notes thereto in
connection with the following discussion.

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 General
Partners manage and control the affairs of the Partnership.

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.

In July 2001, the Partnership entered its liquidation phase, which may last from
two to six or more years depending on whether the containers are sold (i) in one
or more large  transactions or (ii)  gradually,  either as they reach the end of
their  useful  marine  lives or when an  analysis  indicates  that their sale is
warranted based on existing market  conditions and the container's age, location
and  condition.   The  Partnership  anticipates  that  all  excess  cash,  after
redemptions and working capital reserves, will be distributed to the general and
limited partners on a monthly basis.  These  distributions  will consist of cash
from  operations  and/or  cash  from  sales  proceeds.  Additionally,  the first
distribution paid during the liquidation period included cash from reserves,  as
the General  Partners  decided to decrease  the  Partnership's  working  capital
reserves  since the  Partnership  had begun its  liquidation  phase.  Subsequent
distributions  did not include  such amounts and were  significantly  lower as a
result.

As the Partnership's container fleet decreases, cash from operations is expected
to decrease,  while cash from sales  proceeds is expected to fluctuate  based on
the number of containers sold and the actual sales price per container received.
Consequently,  the  Partnership  anticipates  that a large portion of all future
distributions will be a return of capital.

To date, the Partnership  has sold  containers  only  gradually,  rather than in
large transactions.

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

The Partnership invests working capital,  cash flow from operating and investing
activities  prior to its  distribution  to the  partners in  short-term,  liquid
investments.  Rental income is the  Partnership's  principal source of liquidity
and provides a major source of funds for  distributions.  Rental income has been
adversely affected by current market conditions for leased containers, and these
market  conditions may continue or worsen.  Market conditions are discussed more
fully in "Results of  Operations."  The  Partnership's  cash is affected by cash
provided by or used in  operating,  investing and  financing  activities.  These
activities are discussed in detail below.

During  the  year  ended  December  31,  2001,  the  Partnership  declared  cash
distributions  to limited  partners  pertaining to the period from December 2000
through  November  2001 in the  amount of  $7,257.  Distributions  from  January
through  June  of  2001  represented  8% of  original  capital  (measured  on an
annualized   basis).   Distributions   made  after  June  2001  are  liquidating
distributions,  and were  equal to an  annualized  rate of 11.7% of the  limited
partners  original  investment.  On a financial  statement  basis,  after paying
redemptions,  $6,923  of these  distributions  was a return of  capital  and the
balance was from net earnings.  On a cash basis,  $3,948 of these  distributions
was from  current  year  operating  activities,  $831 was from cash  provided by
previous  years'  operations  that had not been  distributed or used to purchase
containers or redeem units and the remainder was a return of capital.

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,  2001,  the
Partnership  redeemed  17,521  units  for a total  dollar  amount  of $106.  The
Partnership used cash flow from operations to pay for the redeemed units.

Net cash provided by operating  activities for the years ended December 31, 2001
and 2000, was $4,129 and $5,847,  respectively.  The decrease of $1,718, or 29%,
was primarily attributed to the decrease in net earnings,  adjusted for non-cash
transactions,  offset  by the  fluctuations  in due from  affiliates,  net.  Net
earnings,  adjusted for non-cash  transactions,  decreased  primarily due to the
decrease in rental income and the increase in direct container  expenses.  These
fluctuations   are  discussed  more  fully  in  "Results  of  Operations".   The
fluctuations in due from affiliates,  net,  resulted from timing  differences in
payment of expenses,  fees, and distributions,  and the remittance of net rental
revenues and sales proceeds, as well as in fluctuations in these amounts.

For the year ended  December 31, 2001 net cash provided by investing  activities
(the purchase and sale of  containers)  was $1,932  compared to net cash used in
investing  activities of $107 for the same period in 2000.  The  fluctuation  of
$2,039 was due to the decrease in cash used for  container  purchases of $2,184,
offset by the decrease in proceeds from container  sales of $145.  Cash used for
container  purchases  decreased as the Partnership  did not purchase  containers
during the year ended December 31, 2001. The Partnership sold more containers in
low demand  locations  during the year ended  December 31, 2001 than in the same
period in 2000, but a decrease in the average sales price resulted in a decrease
in total proceeds from  container  sales during the year ended December 31, 2001
as compared to the same period in 2000.  The sales price  received on  container
sales continued to decrease as a result of current market conditions, which have
adversely  affected  the  value of used  containers.  Additionally,  some of the
containers  sold  during the year ended  December  31,  2001 were  driven by the
Partnership's  liquidation  plans discussed  above, as well as by adverse market
conditions in low demand  locations.  The sale of containers in these locations,
the decline in value of used containers,  and the related market  conditions are
discussed more fully under "Results of Operations".

Due, in part,  to these  market  conditions  and their effect on demand for used
containers,  the Partnership has been primarily  selling  containers only if the
containers  are at the end of their useful lives or if they are located in these
low  demand  locations.  Therefore,  and as noted  above,  the  Partnership  has
implemented its liquidation phase to date by selling containers  gradually.  The
Partnership will continue to evaluate its options for selling  containers in the
context of both these market conditions and the Partnership's liquidation plans.
The number of containers  sold both in low demand  locations and  elsewhere,  as
well as the amount of sales proceeds,  will affect how much the Partnership will
pay in future distributions to Partners.

Results of Operations

The  Partnership's  income from operations,  which consists  primarily of rental
income  less  costs  and  expenses  (including  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, 2001,  2000 and 1999, as well as certain other factors
as discussed below. The following is a summary of the container fleet (in units)
available for lease during those periods:
                                                    2001        2000        1999
                                                    ----        ----        ----

         Beginning container fleet............    13,243      14,269      16,281
         Ending container fleet...............    10,990      13,243      14,269
         Average container fleet..............    12,117      13,756      15,275

The average  container fleet decreased 12% and 10% from the years ended December
31, 2000 to 2001 and from December 31, 1999 to 2000, respectively, primarily due
to continuing  sales of containers  (i) that had reached the end of their useful
lives or (ii) that an analysis had indicated their sale was otherwise warranted.
Included in this second group were containers  located in low demand  locations.
The  Partnership  expects  that the size of its  containers  fleet will  further
decline  as  additional  containers  are  sold  for  these  reasons  and  as the
Partnership continues its liquidation plans. The declines in the container fleet
have  contributed  to overall  declines  in rental  income  from the years ended
December  31, 2000 to 2001 and  December  31, 1999 to 2000.  These  declines are
expected to continue in future years, as the size of the Partnership's container
fleet continues to decrease.

Rental  income and direct  container  expenses are also  affected by the average
utilization of the container fleet,  which was 70%, 81% and 73% during the years
ended December 31, 2001, 2000 and 1999,  respectively.  The remaining  container
fleet is off-lease  and is being  stored  primarily at a large number of storage
depots. At December 31, 2001, the Partnership's  off-lease containers (in units)
were located in the following locations:

      America                                   1,105
      Europe                                      403
      Asia                                      2,250
                                                -----

      Total off-lease containers                3,758
                                                =====

At December 31, 2001 approximately 11% of the Partnership's off-lease containers
had been specifically identified as for sale.

In addition to  utilization,  rental  income is affected by daily rental  rates,
which have decreased slightly between the periods, as described below.

The  following is a comparative  analysis of the results of  operations  for the
years ended December 31, 2001, 2000 and 1999.

The  Partnership's  income from operations for the years ended December 31, 2001
and 2000 was $459 and  $2,436,  respectively,  on rental  income  of $6,053  and
$7,772, respectively.  The decrease in rental income of $1,719, or 22%, from the
year ended December 31, 2000 to the comparable  period in 2001 was  attributable
to the  decrease in  container  rental  income,  offset by the increase in other
rental income,  which is discussed  below.  Income from container  rentals,  the
major component of total revenue,  decreased  $1,781,  or 25%,  primarily due to
decreases in the average on-hire utilization of 14%, the average container fleet
of 12% and average  rental rates of 3% between the periods.  The majority 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, 2001, 2000 and 1999,  there were
99, 231 and 246 containers  under direct finance  leases,  respectively.  Rental
income  from  direct  finance  leases was $9, $33 and $79 during the years ended
December 31, 2001, 2000 and 1999, respectively.

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. Income from container rentals
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%.

In the fourth  quarter of 2000,  utilization  began to decline and  continued to
decline  during 2001 and into the  beginning  of 2002.  This  decline was due to
lower overall demand by shipping lines for leased containers, which is primarily
a result of the  worldwide  economic  slowdown.  Two other factors are currently
reducing  the demand for leased  containers.  Shipping  lines have added  larger
vessels to their fleets, which combined with lower cargo volume growth, has made
it easier for them to use otherwise  empty vessel space to reposition  their own
containers back to high demand locations.  Additionally,  in anticipation of the
delivery of these new, larger  vessels,  many shipping lines placed large orders
for new  containers in 2000 and 2001,  thus  temporarily  reducing their need to
lease containers.  These orders for additional  containers are part of a general
increase in vessel  capacity for the  shipping  lines.  This  increase in vessel
capacity  amounted to 12% in 2001. An additional  increase in vessel capacity of
approximately 12% is expected in 2002,  because the shipping lines placed orders
for  additional  ships before  recognizing  the slowdown in world trade.  To the
extent that this increased vessel capacity remains underutilized, shipping lines
may seek to cut costs in order to sustain  profits or reduce  losses,  which may
put further downward pressure on demand for containers.

As a result of the lower  demand,  the trade  imbalance  between  Asia and North
America and Asia and Europe has eased slightly.  Combined with the excess vessel
capacity,  these  factors  have made it easier,  although not  necessarily  less
expensive,  to reposition  containers.  During the year ended December 31, 2001,
the  Partnership  was  able to  reposition  newer  containers  from  low  demand
locations in North America and Europe to historically higher demand locations in
Asia. As a consequence,  the build-up of containers in North America and Europe,
which persisted over the past several years, has eased slightly.  For the number
of off-lease  containers  located in the lower  demand  locations of America and
Europe, see chart above.

Nevertheless,  the Partnership  continues to sell (rather than  reposition) some
containers  located in low demand locations.  The decision to sell containers is
based on the current  expectation  that the  economic  benefit of selling  these
containers is greater than the estimated  economic  benefit of continuing to own
these  containers.  The  majority of the  containers  sold during the year ended
December 31, 2001 and 2000 were older containers.  The expected economic benefit
of continuing to own these containers was significantly  less than that of newer
containers.  This was due to their shorter  remaining  marine life,  the cost to
reposition them and the shipping lines'  preference for leasing newer containers
when they have a choice.

Once the decision had been made to sell containers,  the Partnership  wrote down
the value of these  specifically  identified  containers to their estimated fair
value,  which was  based on  recent  sales  prices  less  cost of sales.  Due to
unanticipated  declines in  container  sales  prices,  the actual  sales  prices
received  on  some  containers  were  lower  than  the  estimates  used  for the
write-down,  resulting in the Partnership incurring losses upon the sale of some
of these containers.  Until market conditions improve, the Partnership may incur
further  write-downs  and/or losses on the sale of such  containers.  Should the
decline in economic  value of continuing to own such  containers  turn out to be
permanent,  the Partnership may be required to increase its depreciation rate or
write-down the value of some or all of its container rental equipment.

Despite  the  decline in demand for leased  containers  discussed  above and the
decline in new container  purchase prices,  rental rates were comparable  during
these periods. Until such time as the worldwide economies improve,  particularly
those of the United States and Europe,  and cargo volumes  increase to the point
where this year's 12% increase in worldwide  vessel capacity is absorbed,  there
may be no significant improvements in utilization or rental rates.

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

Other rental income consists of other lease-related items, primarily income from
charges to lessees for dropping off containers in surplus locations less credits
granted to lessees for  leasing  containers  from  surplus  locations  (location
income),  income  from  charges to lessees for  handling  related to leasing and
returning  containers (handling income) and income from charges to lessees for a
Damage Protection Plan (DPP). For the year ended December 31, 2001, other rental
income was $778,  an increase  of $62 from the  equivalent  period in 2000.  The
increase in other rental  income was  primarily  due to the increase in location
income of $122,  partially  offset by the  decrease in  handling  income of $67.
Location  income  increased,  despite the decrease in average fleet size, due to
(i) the increase in charges to lessees for dropping  off  containers  in certain
locations;  and (ii) the  decrease in credits  granted to lessees for picking up
containers from surplus  locations as there were fewer  lease-out  opportunities
for which credits could be offered. Handling income declined due to the decrease
in  container  movement,  offset by the increase in the average  handling  price
charged per  container  during the year ended  December 31, 2001 compared to the
same period in 2000.

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.

Direct container  expenses  increased $406, or 32%, from the year ended December
31, 2000 to the equivalent period in 2001, despite the decrease in average fleet
size.  The increase was  primarily  due to increases in storage and  maintenance
expenses of $283 and $103,  respectively.  Storage expense  increased due to the
decrease  in average  utilization  noted  above and an  increase  in the average
storage  cost per  container.  Maintenance  expense  increased  primarily as the
amortization  of the reserves for warranty  claims,  which  reduced  maintenance
expense, were fully amortized during 2000.

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.

Bad debt  (benefit)  expense  was  ($21),  ($44)  and $124 for the  years  ended
December 31, 2001,  2000 and 1999,  respectively.  The  fluctuations in bad debt
benefit/expense  reflect the required adjustment to the bad debt reserve and are
based  on  management's  then  current  estimates  of the  portion  of  accounts
receivable  that  may  not be  collected,  and  which  will  not be  covered  by
insurance.   These  estimates  are  based  primarily  on  management's   current
assessment of the  financial  condition of the  Partnership's  lessees and their
ability to make their required payments.  The benefits recorded during the years
ended  December 31, 2001 and 2000 reflect  lower reserve  requirements  from the
previous year and the expense  recorded  during the year ended December 31, 1999
reflects a greater reserve requirement from the previous year.

Depreciation  expense  decreased  $297, or 11%, and $403, or 13%, from the years
ended  December 31, 2000 to 2001 and  December  31, 1999 to 2000,  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,  these prices declined again in 2001. As a
result,  the cost of new containers  purchased in recent years is  significantly
less  than  the  average  cost of  containers  purchased  in  prior  years.  The
Partnership  evaluated the  recoverability  of the recorded  amount of container
rental  equipment  at December 31, 2001 and 2000 for  containers  to be held for
continued  use and  determined  that a reduction to the carrying  value of these
containers was not required.  The Partnership also evaluated the  recoverability
of the recorded amount of containers  identified for sale in the ordinary course
of business  and  determined  that a reduction  to the  carrying  value of these
containers  was  required.  The  Partnership  wrote  down  the  value  of  these
containers to their estimated fair value, which was based on recent sales prices
less cost to sell.  During the years ended December 31, 2001,  2000 and 1999 the
Partnership recorded write-down expenses of $399, $255 and $376, respectively on
1,023, 631 and 1,040 containers  identified as for sale and requiring a reserve.
At December 31, 2001 and 2000,  the net book value of the 415 and 168 containers
identified as for sale was $493 and $201, respectively.

The Partnership sold 816 of these previously  written down containers for a loss
of $27 during the year ended December 31, 2001 and sold 716  previously  written
down  containers  for a loss of $21 during the same  period in 2000.  During the
year ended December 31, 1999 the Partnership sold 1,790 previously  written down
containers  for a loss of $98. 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 $108,  ($130) and $189  during the years ended  December  31,
2001, 2000 and 1999, respectively.

As more containers are subsequently identified as for sale or if container sales
prices continue to decline, the Partnership may incur additional  write-downs on
containers  and/or may incur losses on the sale of containers.  The  Partnership
will continue to evaluate the recoverability of the recorded amount of container
rental  equipment and cautions that a write-down of container  rental  equipment
and/or an increase in its  depreciation  rate may be required in future  periods
for some or all of its container rental equipment.

Management fees to affiliates decreased $177 or 22% from the year ended December
31, 2000 to 2001.  The decrease was primarily due to decreases in both equipment
and  incentive  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 both the years  ended
December 31, 2001 and 2000.  Incentive  management  fees, which are based on the
Partnership's  limited and  general  partner  distributions  made from cash from
operations and partners'  capital decreased $56 primarily due to the decrease in
the  amount of  distributions  paid from cash from  operations  between  the two
periods.

Management  fees to affiliates  decreased $31 or 4% from the year ended December
31, 1999 to 2000.  The decrease was due to the decrease in equipment  management
fees,  which decreased as a result of the decrease in rental income.  These fees
were  approximately 7% of rental income for both periods.  Incentive  management
fees were  comparable  at $250 for both the years  ended  December  31, 2000 and
1999.

General and administrative  costs to affiliates decreased $87 or 23%, and $38 or
9%, from the years ended  December  31,  2000 to 2001 and  December  31, 1999 to
2000,  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  Partnership  Agreement  provides  for the  ongoing  payment to the  General
Partners of the management fees and the reimbursement of the expenses  discussed
above.  Since these fees and expenses are  established  by the  Agreement,  they
cannot be considered the result of arms' length negotiations with third parties.
The Partnership Agreement was formulated at the Partnership's  inception and was
part of the terms  upon which the  Partnership  solicited  investments  from its
limited partners. The business purpose of paying the General Partners these fees
is to  compensate  the  General  Partners  for the  services  they render to the
Partnership.  Reimbursement  for  expenses  is made to offset  some of the costs
incurred by the General  Partners in managing the  Partnership and its container
fleet.  More details about these fees and expenses are included in footnote 2 to
the Financial Statements.

Gain/loss on sale of containers  fluctuated  from a gain of $109 during the year
ended December 31, 2000 to a loss of $135 during the comparable  period in 2001.
The  fluctuation  in gain/loss on sale of  containers  was  primarily due to the
Partnership  selling more  containers  at a lower  average sale price during the
year ended December 31, 2001 compared to the same period in 2000, which resulted
in the Partnership  selling  containers at a loss during the year ended December
31, 2001.

Gain/loss on sale of containers  fluctuated  from a loss of $287 during the year
ended December 31, 1999 to a gain of $109 during the comparable  period in 2000.
The fluctuation 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, the latter resulting primarily from previous sales efforts.

Net earnings per limited partnership unit decreased from $0.68 to $0.12 from the
year ended December 31, 2000 to 2001,  respectively,  reflecting the decrease in
net earnings  allocated to limited  partners from $2,504 to $440,  respectively.
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.
The allocation of net earnings for the years ended  December 31, 2001,  2000 and
1999  included a special  allocation  to General  Partners of $70,  $36 and $53,
respectively, in accordance with the Partnership Agreement.

Critical Accounting Policies and Estimates

The Partnership's discussion and analysis of its financial condition and results
of operations are based upon the Partnership's financial statements,  which have
been prepared in accordance with accounting principles generally accepted in the
United States of America.  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. The Partnership's management evaluates its estimates on an
on-going  basis,  including  those  related to the container  rental  equipment,
accounts receivable, and accruals.

These  estimates  are  based  on  historical  experience  and on  various  other
assumptions  that are believed to be  reasonable  under the  circumstances,  the
results of which  form the basis for making  judgments  regarding  the  carrying
values of assets  and  liabilities.  Actual  results  could  differ  from  those
estimates under different assumptions or conditions.

The Partnership's management believes the following critical accounting policies
affect its more  significant  judgments and estimates used in the preparation of
its financial statements.

The Partnership  maintains allowances for doubtful accounts for estimated losses
resulting  from the  inability of its lessees to make required  payments.  These
allowances  are  based  on  management's  current  assessment  of the  financial
condition of the Partnership's  lessees and their ability to make their required
payments.  If the  financial  condition  of the  Partnership's  lessees  were to
deteriorate,  resulting  in an  impairment  of their  ability to make  payments,
additional  allowances  may  be  required,  which  would  adversely  affect  the
Partnership's operating results.

The  Partnership  depreciates  its container  rental  equipment based on certain
estimates  related to the  container's  useful  life and  salvage  value.  These
estimates are based upon assumptions  about future demand for leased  containers
and the  estimated  sales price at the end of the  container's  useful life.  If
these  estimates  were  subsequently  revised based on permanent  changes in the
container leasing market, the Partnership would revise its depreciation  policy,
which could adversely affect the Partnership's operating results.

Additionally,  the  recoverability  of the  recorded  amounts of  containers  is
evaluated to ensure that the recorded  amount does not exceed the estimated fair
value of the  containers.  If it is determined  that the recorded amount exceeds
the  estimated  fair  value,  the  Partnership  writes  down the  value of those
containers.  In  determining  the  estimated  fair value,  assumptions  are made
regarding future demand and market  conditions for leased  containers as well as
for used containers and the sales prices for used  containers.  If actual market
conditions are less favorable than those projected or if actual sales prices are
lower than those  estimated by the  Partnership,  additional  write-downs may be
required.  Any additional  write-downs  would adversely affect the Partnership's
operating results.

Accounting Pronouncement

In August 2001, the Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards ("SFAS") No. 144, "Accounting for Impairment or
Disposal  of  Long-Lived  Assets".   SFAS  No.  144  supercedes  SFAS  No.  121,
"Accounting  for the  Impairment  of  Long-Lived  Assets to be Disposed of", and
elements of Accounting  Principles  Board Opinion 30,  "Reporting the Results of
Operations  - Reporting  the Effects on Disposal of a Segment of a Business  and
Extraordinary, Unusual or Infrequently Occurring Events and Transactions."

SFAS No. 144 establishes a  single-accounting  model for long-lived assets to be
disposed of while  maintaining  many of the  provisions  relating to  impairment
testing and  valuation.  The Statement  will be effective on January 1, 2002 and
the  Partnership  is currently  assessing  the impact  adoption will have on the
financial condition and operating results of the Partnership.

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.

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. See "Critical
Accounting  Policies and Estimates"  above for information on the  Partnership's
critical  accounting policies and how changes in those estimates could adversely
affect the Partnership's results of operations

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 16 to 30.



<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, 2001 and
2000, and the related  statements of earnings,  partners' capital and cash flows
for each of the years in the three-year  period ended  December 31, 2001.  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 audit 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, 2001 and 2000,  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,  2001  in  conformity  with  accounting
principles generally accepted in the United States of America.



                                  /s/ KPMG LLP




San Francisco, California
February 11, 2002


<PAGE>
<TABLE>
<CAPTION>

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

Balance Sheets

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

                                                                            2001                   2000
                                                                       ---------------        --------------
<S>                                                                        <C>                       <C>
Assets
Container rental equipment, net of accumulated
    depreciation of $16,028 (2000:  $18,108)                           $       21,072         $      25,980
Cash                                                                              266                 1,652
Net investment in direct finance leases (note 4)                                   99                   123
Accounts receivable, net of allowance
    for doubtful accounts of $114 (2000:  $219)                                 1,069                 1,514
Due from affiliates, net (note 2)                                                 155                   484
Prepaid expenses                                                                   10                    10
                                                                       ---------------        --------------


                                                                       $       22,671         $      29,763
                                                                       ===============        ==============
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                    $          200         $         198
   Accrued liabilities                                                            166                   205
   Accrued damage protection plan costs (note 1(j))                               107                   151
   Accrued recovery costs (note 1(l))                                              93                    88
   Deferred quarterly distributions (note 1(g))                                    61                    66
   Container purchases payable                                                      -                    88
                                                                       ---------------        --------------

      Total liabilities                                                           627                   796
                                                                       ---------------        --------------
Partners' capital:
   General partners                                                                 -                     -
   Limited partners                                                            22,044                28,967
                                                                       ---------------        --------------

      Total partners' capital                                                  22,044                28,967
                                                                       ---------------        --------------


                                                                       $       22,671         $      29,763
                                                                       ===============        ==============

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, 2001, 2000, and 1999
(Amounts in thousands except for unit and per unit amounts)
------------------------------------------------------------------------------------------------------------------------------------

                                                                           2001                   2000                    1999
                                                                     -----------------     ------------------      -----------------
<S>                                                                         <C>                      <C>                     <C>
Rental income                                                        $          6,053      $           7,772       $          8,133
                                                                     -----------------     ------------------      -----------------
Costs and expenses:
   Direct container expenses                                                    1,673                  1,267                  2,025
   Bad debt (benefit) expense                                                     (21)                   (44)                   124
   Depreciation (note 1(e))                                                     2,360                  2,657                  3,060
   Write-down of containers (note 1(e))                                           399                    255                    376
   Professional fees                                                               30                     60                     76
   Management fees to affiliates (note 2)                                         613                    790                    821
   General and administrative costs to affiliates (note 2)                        284                    371                    409
   Other general and administrative costs                                         121                     89                     98
   Loss (gain) on sale of containers                                              135                   (109)                   287
                                                                     -----------------     ------------------      -----------------

                                                                                5,594                  5,336                  7,276
                                                                     -----------------     ------------------      -----------------

   Income from operations                                                         459                  2,436                    857
                                                                     -----------------     ------------------      -----------------
Other income:
   Interest income                                                                 56                    130                    100
                                                                     -----------------     ------------------      -----------------

                                                                                   56                    130                    100
                                                                     -----------------     ------------------      -----------------

   Net earnings                                                      $            515      $           2,566       $            957
                                                                     =================     ==================      =================

Allocation of net earnings (note 1(g)):
   General partners                                                  $             75      $              62       $             63
   Limited partners                                                               440                  2,504                    894
                                                                     -----------------     ------------------      -----------------

                                                                     $            515      $           2,566       $            957
                                                                     =================     ==================      =================

Limited partners' per unit share
   of net earnings                                                   $           0.12      $            0.68       $           0.24
                                                                     =================     ==================      =================

Limited partners' per unit share
   of distributions                                                  $           1.97      $            1.60       $           1.60
                                                                     =================     ==================      =================

Weighted average number of limited
   partnership units outstanding (note 1(m))                                3,688,232              3,704,302              3,712,428
                                                                     =================     ==================      =================


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, 2001, 2000, and 1999
(Amounts in thousands)
--------------------------------------------------------------------------------------------------------------

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

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
                                                    ---------------       --------------       ---------------

Distributions                                                  (75)              (7,257)               (7,332)

Redemptions (note 1(n))                                          -                 (106)                 (106)

Net earnings                                                    75                  440                   515
                                                    ---------------       --------------       ---------------

Balances at December 31, 2001                       $            -        $      22,044        $       22,044
                                                    ===============       ==============       ===============


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, 2001, 2000, and 1999
(Amounts in thousands)
------------------------------------------------------------------------------------------------------------------------------------

                                                                                        2001              2000             1999
                                                                                   ---------------   --------------   --------------
<S>                                                                                       <C>             <C>               <C>
  Cash flows from operating activities:
   Net earnings                                                                    $          515    $       2,566    $         957
   Adjustments to reconcile net earnings to
     net cash provided by operating activities:
        Depreciation and container write-down                                               2,759            2,912            3,436
        (Decrease) increase in allowance for doubtful accounts                               (105)            (179)              83
        Loss (gain) on sale of containers                                                     135             (109)             287
        Decrease (increase) in assets:
           Net investment in direct finance leases                                             53              244              248
           Accounts receivable                                                                550              703               70
           Due from affiliates, net                                                           298              (73)             (54)
           Prepaid expenses                                                                     -                1                5
        Increase (decrease) in liabilities:
           Accounts payable and accrued liabilities                                           (37)              61              (11)
           Accrued damage protection plan costs                                               (44)            (121)              50
           Warranty claims                                                                      -             (172)            (213)
           Accrued recovery costs                                                               5               14               26
                                                                                   ---------------   --------------   --------------

              Net cash provided by operating activities                                     4,129            5,847            4,884
                                                                                   ---------------   --------------   --------------

Cash flows from investing activities:
   Proceeds from sale of containers                                                         2,031            2,176            3,295
   Container purchases                                                                        (99)          (2,283)          (1,893)
                                                                                     --------------- --------------   --------------

              Net cash provided by (used in) investing activities                           1,932             (107)           1,402
                                                                                   ---------------   --------------   --------------

Cash flows from financing activities:
   Redemptions of limited partnership units                                                  (106)            (112)             (18)
   Distributions to partners                                                               (7,341)          (5,994)          (6,002)
                                                                                   ---------------   --------------   --------------

              Net cash used in financing activities                                        (7,447)          (6,106)          (6,020)
                                                                                   ---------------   --------------   --------------

Net (decrease) increase  in cash                                                           (1,386)            (366)             266

Cash at beginning of period                                                                 1,652            2,018            1,752
                                                                                   ---------------   --------------   --------------

Cash at end of period                                                              $          266    $       1,652    $       2,018
                                                                                   ===============   ==============   ==============


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, 2001, 2000 and 1999
(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,  2001,  2000,  1999 and 1998,
resulting in  differences  in amounts  recorded and amounts of cash disbursed or
received by the Partnership, as shown in the Statements of Cash Flows.

                                                                       2001         2000          1999        1998
                                                                       ----         ----          ----        ----
<S>                                                                     <C>          <C>           <C>         <C>
Container purchases included in:
   Due to affiliates........................................           $  -         $  -          $  -        $ 34
   Container purchases payable..............................              -           88           243           -

Distributions to partners included in:
   Due to affiliates........................................              2            6             6           6
   Deferred quarterly distributions.........................             61           66            69          68

Proceeds from sale of containers
   Due from affiliates......................................            244          279           367         489

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, 2001, 2000, and 1999.

                                                                                    2001          2000        1999
                                                                                    ----          ----        ----

Container purchases recorded..............................................        $   11        $2,128      $2,102
Container purchases paid..................................................            99         2,283       1,893

Distributions to partners declared........................................         7,332         5,991       6,003
Distributions to partners paid............................................         7,341         5,994       6,002

Proceeds from sale of containers recorded.................................         1,996         2,088       3,173
Proceeds from sale of containers received.................................         2,031         2,176       3,295


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,  2001,   2000  and  1999  were  $29,  $52  and  $96,
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, 2001, 2000 and 1999
(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.

          In July 2001, the Partnership began its liquidation  phase. This phase
          may last  from  two to six or more  years  depending  on  whether  the
          containers  are sold  (i) in one or more  large  transactions  or (ii)
          gradually,  either as they reach the end of their marine  useful lives
          or when an analysis  indicates  that their sale is warranted  based on
          existing  market  conditions  and the  container's  age,  location and
          condition.  The Partnership  anticipates  that all excess cash,  after
          redemptions and working capital  reserves,  will be distributed to the
          limited and general partners on a monthly basis.

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

          Textainer Financial Services Corporation (TFS) is the managing general
          partner  of  the  Partnership  and  is a  wholly-owned  subsidiary  of
          Textainer Capital Corporation (TCC).  Textainer  Equipment  Management
          Limited  (TEM)  and  Textainer  Limited  (TL)  are  associate  general
          partners of the  Partnership.  The  managing  general  partner and the
          associate general partners are collectively referred to as the General
          Partners and are commonly owned by Textainer  Group  Holdings  Limited
          (TGH).  The  General  Partners  also act in this  capacity  for  other
          limited  partnerships.  The  General  Partners  manage and control the
          affairs of the Partnership.

          (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".

          (c)   Critical Accounting Policies and 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.  The  Partnership's  management
          evaluates its estimates on an on-going basis,  including those related
          to the container rental equipment, accounts receivable and accruals.


          These  estimates  are based on  historical  experience  and on various
          other  assumptions  that  are  believed  to be  reasonable  under  the
          circumstances,  the  results  of  which  form  the  basis  for  making
          judgments  regarding  the carrying  values of assets and  liabilities.
          Actual  results  could  differ from those  estimates  under  different
          assumptions or conditions.


<PAGE>

          The   Partnership's   management   believes  the  following   critical
          accounting   policies  affect  its  more  significant   judgments  and
          estimates used in the preparation of its financial statements.

          The  Partnership   maintains  allowances  for  doubtful  accounts  for
          estimated  losses  resulting from the inability of its lessees to make
          required payments.  These allowances are based on management's current
          assessment of the financial condition of the Partnership's lessees and
          their  ability  to make  their  required  payments.  If the  financial
          condition of the Partnership's lessees were to deteriorate,  resulting
          in an  impairment  of  their  ability  to  make  payments,  additional
          allowances may be required.


          The Partnership  depreciates its container  rental  equipment based on
          certain estimates  related to the container's  useful life and salvage
          value.  These estimates are based upon assumptions about future demand
          for leased  containers and the estimated sales price at the end of the
          container's useful life. If these estimates were subsequently  revised
          based on  permanent  changes  in the  container  leasing  market,  the
          Partnership would revise its depreciation policy.


          Additionally, the recoverability of the recorded amounts of containers
          is evaluated  to ensure that the  recorded  amount does not exceed the
          estimated fair value of the  containers.  If it is determined that the
          recorded  amount  exceeds the estimated  fair value,  the  Partnership
          writes  down  the  value  of  those  containers.  In  determining  the
          estimated fair value, assumptions are made regarding future demand and
          market conditions for leased containers as well as for used containers
          and the sales prices for used containers.  If actual market conditions
          are less favorable than those  projected or if actual sales prices are
          lower than those estimated by the Partnership,  additional write-downs
          may be required.

          (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, 2001 and 2000, the fair
          value  of the  Partnership's  financial  instruments  (cash,  accounts
          receivable  and current  liabilities)  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   accumulated
          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,  these prices declined
          again in 2001. As a result,  the cost of new  containers  purchased in
          recent years is significantly less than the average cost of containers
          purchased in prior years. The Partnership evaluated the recoverability
          of the recorded amount of container  rental  equipment at December 31,
          2001,  and  2000  for  containers  to be held  for  continued  use and
          determined that a reduction to the carrying value of these  containers
          was not required. The Partnership also evaluated the recoverability of
          the recorded amount of containers  identified for sale in the ordinary
          course of business  and  determined  that a reduction  to the carrying
          value of these containers was required. The Partnership wrote down the
          value of these  containers to their  estimated  fair value,  which was
          based on recent  sales  prices  less cost of sales.  During  the years
          ended  December  31,  2001,  2000 and 1999  the  Partnership  recorded
          write-down expenses of $399, $255 and $376, respectively on 1,023, 631
          and 1,040  containers  identified as for sale and requiring a reserve.
          At December  31, 2001 and 2000,  the net book value of the 415 and 168
          containers identified as for sale was $493 and $201, respectively.

          The Partnership sold 816 of these  previously  written down containers
          for a loss of $27 during the year ended December 31, 2001 and sold 716
          previously  written down  containers for a loss of $21 during the same
          period  in  2000.   During  the  year  ended  December  31,  1999  the
          Partnership sold 1,790  previously  written down containers for a loss
          of $98. 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  losses/(gains) of $108, ($130) and $189 during the years
          ended December 31, 2001, 2000 and 1999, respectively.

          As  more  containers  are  subsequently  identified  for  sale  or  if
          container sales prices continue to decline,  the Partnership may incur
          additional  write-downs  on containers  and/or may incur losses on the
          sale of  containers.  The  Partnership  will  continue to evaluate the
          recoverability  of the recorded  amounts of container rental equipment
          and cautions that a write-down of container rental equipment and/or an
          increase in its  depreciation  rate may be required in future  periods
          for some or all of its container rental equipment.

          In August  2001,  the  Financial  Accounting  Standards  Board  issued
          Statement  of  Financial   Accounting   Standards  ("SFAS")  No.  144,
          "Accounting for Impairment or Disposal of Long-Lived Assets". SFAS No.
          144  supercedes  SFAS  No.  121,  "Accounting  for the  Impairment  of
          Long-Lived  Assets to be Disposed  of",  and  elements  of  Accounting
          Principles  Board Opinion 30,  "Reporting  the Results of Operations -
          Reporting  the  Effects on  Disposal  of a Segment  of a Business  and
          Extraordinary,   Unusual   or   Infrequently   Occurring   Events  and
          Transactions."

          SFAS No. 144  establishes  a  single-accounting  model for  long-lived
          assets to be  disposed  of while  maintaining  many of the  provisions
          relating to impairment  testing and  valuation.  The Statement will be
          effective  on  January  1,  2002  and  the  Partnership  is  currently
          assessing the impact adoption will have on the financial condition and
          operating results of the Partnership.

          (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, 2001, 2000 and 1999, 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 to be made to the  General
          Partners.

          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 $61 and $66 at December 31, 2001 and 2000,
          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 TEM.  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,   2001  and  2000,   was  $107  and  $151,
          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.

          (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, 2001 and 2000,
          the amounts accrued were $93 and $88, 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, 2001,  2000 and 1999,
          which were 3,688,232, 3,704,302, and 3,712,428, respectively.
<TABLE>
<CAPTION>

          (n)   Redemptions

          The following redemption offerings were consummated by the Partnership
          during the years ended December 31, 2001, 2000 and 1999:

                                                           Units              Average
                                                          Redeemed        Redemption Price      Amount Paid
                                                          --------        ----------------      -----------
<S>                                                          <C>                 <C>                 <C>
          Total Partnership redemptions as of
           December 31, 1998......................          35,472                  $10.85             $385
                                                            ------                                     ----

          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
                                                            ------                                     ----

          Year ended December 31, 2001:
                1st quarter......................            2,843                  $ 7.09               20
                3rd quarter......................            4,245                  $ 6.25               27
                4th quarter......................           10,433                  $ 5.66               59
                                                            ------                                     ----
                                                            17,521                  $ 6.05              106
                                                            ------                                     ----

          Total Partnership redemptions as of
           December 31, 2001......................          71,715                  $ 8.66             $621
                                                            ======                                     ====


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


Note 2.   Transactions with Affiliates

          As part of the operation of the Partnership, the Partnership is to pay
          to the General  Partners an acquisition  fee, an equipment  management
          fee, an incentive  management  fee and an equipment  liquidation  fee.
          These fees are for various  services  provided in connection  with the
          administration and management of the Partnership.  No acquisition fees
          were incurred during the year ended December 31, 2001. The Partnership
          capitalized  $101 and $100 of  equipment  acquisition  fees as part of
          container  rental  equipment costs during the years ended December 31,
          2000 and 1999,  respectively.  The Partnership incurred $194, $250 and
          $250 of incentive management fees during each of the three years ended
          December  31,  2001,  2000  and  1999,   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, 2001 and 2000.

          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, 2001,  2000
          and 1999,  equipment  management  fees totaled $419,  $540,  and $571,
          respectively.

          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:

                                                    2001        2000        1999
                                                    ----        ----        ----

               Salaries                             $171        $192        $227
               Other                                 113         179         182
                                                     ---         ---         ---
                 Total general and
                    administrative costs            $284        $371        $409
                                                     ===         ===         ===

          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:

                                                    2001        2000        1999
                                                    ----        ----        ----

               TEM                                  $248        $323        $364
               TFS                                    36          48          45
                                                     ---         ---         ---
                 Total general and
                    administrative costs            $284        $371        $409
                                                     ===         ===         ===

          The General Partners were entitled to acquire  containers in their own
          name  and  held  title  on  a  temporary  basis  for  the  purpose  of
          facilitating  the acquisition of such containers for the  Partnership.
          The containers  could 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.  One or more General  Partners could have also
          arranged for the purchase of containers in its or their names, and the
          Partnership  could then have taken title to the  containers  by paying
          the seller directly.  In addition,  the General Partners were entitled
          to an acquisition fee for containers acquired by the Partnership under
          any of these arrangements.

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

                                                          2001              2000
                                                          ----              ----
                Due from affiliates:
                   Due from TEM......................     $192              $516
                                                           ---               ---

                Due to affiliates:
                   Due to TL.........................        -                 1
                   Due to TCC........................       14                 7
                   Due to TFS........................       23                24
                                                           ---               ---
                                                            37                32
                                                           ---               ---

                Due from affiliates, net                  $155              $484
                                                           ===               ===

          These amounts  receivable from and payable to affiliates were incurred
          in the ordinary  course of business  between the  Partnership  and its
          affiliates  and  represent  timing  differences  in  the  accrual  and
          remittance of expenses,  fees and distributions described above and in
          the accrual and remittance of net rental  revenues and container sales
          proceeds from TEM.

Note 3.   Lease Rental Income (unaudited)

          Leasing  income arises  principally  from the renting of containers to
          various international  shipping lines. Revenue is recorded when earned
          according  to the  terms  of the  container  rental  contracts.  These
          contracts are typically for terms of five years or less. The following
          is the lease mix of the on-lease containers (in units) at December 31,
          2001 and 2000:

                                                     2001                   2000
                                                     ----                   ----

              On-lease under master leases          4,581                  7,684
              On-lease under long-term leases       2,651                  2,892
                                                    -----                 ------

              Total on-lease containers             7,232                 10,576
                                                    =====                 ======

          Under master lease agreements,  the lessee is not committed to lease a
          minimum  number of containers  from the  Partnership  during the lease
          term and may generally return any portion or all the containers to the
          Partnership at any time, subject to certain  restrictions in the lease
          agreement.  Under long-term lease  agreements,  containers are usually
          leased  from the  Partnership  for  periods of  between  three to five
          years. Such leases are generally  cancelable with a penalty at the end
          of  each  twelve-month   period.  Under  direct  finance  leases,  the
          containers are usually leased from the  Partnership  for the remainder
          of the  container's  useful life with a purchase  option at the end of
          the lease term.

          The remaining  containers are off-lease and are being stored primarily
          at a large number of storage depots in the following locations:

                America                                1,105
                Europe                                   403
                Asia                                   2,250
                                                       -----

                Total off-lease containers             3,758
                                                       =====


          At December 31, 2001  approximately 11% of the Partnership's off-lease
          containers had been specifically identified as for sale.

Note 4.   Direct Finance Leases

          The Partnership has leased containers under direct finance leases with
          terms  ranging  from  two to five  years.  The  components  of the net
          investment in direct  finance leases at December 31, 2001 and 2000 are
          as follows:

                                                               2001         2000
                                                               ----         ----

               Future minimum lease payments receivable.....  $ 109       $ 137
               Residual value...............................      2           3
               Less: unearned income........................    (12)        (17)
                                                                ----        ----

               Net investment in direct finance leases......  $  99       $ 123
                                                                ====        ====

          The  following  is a  schedule  by  year  of  minimum  lease  payments
          receivable under the direct finance leases at December 31, 2001:

                   Year ending December 31:

                   2002......................................       $   54
                   2003......................................           41
                   2004......................................           13
                   2005......................................            1
                                                                       ---

                   Total minimum lease payments receivable...       $  109
                                                                       ===

          Rental income for the years ended  December 31, 2001,  2000,  and 1999
          includes $9, $33, and $79, respectively, of income from direct finance
          leases.

Note 5.   Income Taxes

          At December 31, 2001, 2000 and 1999, there were temporary  differences
          of $15,276, $16,845, and $17,558, 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, 2001, 2000 and 1999 is as follows:
<TABLE>
<CAPTION>

                                                                              2001            2000           1999
                                                                              ----            ----           ----
<S>                                                                            <C>             <C>            <C>
          Net income per financial statements....................           $  515          $2,566         $  957

          (Decrease) increase in provision for bad debt..........             (105)           (179)            83
          Depreciation for federal income tax purposes
           in excess of depreciation for financial
           statement purposes ...................................             (373)           (700)           (99)
          Gain on sale of fixed assets for federal income
           tax purposes in excess of gain/loss recognized for
           financial statement purposes..........................            2,091           1,885          3,379
          (Decrease) increase in damage protection
           plan costs............................................              (44)           (121)            50
          Warranty reserve income for tax purposes in
           excess of financial statement purposes................                -            (172)          (213)
                                                                             -----           -----          -----
          Net income for
           federal income tax purposes...........................           $2,084          $3,279         $4,157
                                                                             =====           =====          =====



</TABLE>

<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, 2001, 2000 and 1999:

                                                                           (Amounts in thousands)
                                                                            2001 Quarters Ended
                                                       ----------------------------------------------------------------
                                                        Mar. 31          June 30          Sept. 30            Dec. 31
                                                       ----------------------------------------------------------------
<S>                                                     <C>             <C>                <C>               <C>
Rental income                                            $1,708           $1,541            $1,485             $1,319

Income (loss) from operations                            $  257           $  (24)           $  152             $   74

Net earnings (loss)                                      $  282           $   (5)           $  161             $   77

Limited partners' share of net earnings (loss)           $  266           $  (20)           $  131             $   63

Limited partners' share of distributions                 $1,478           $1,477            $2,676             $1,626


                                                                            2000 Quarters Ended
                                                       ----------------------------------------------------------------
                                                        Mar. 31          June 30          Sept. 30            Dec. 31
                                                       ----------------------------------------------------------------
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

</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  subsidiaries  of TGH.  The General
Partners also act in this capacity for other limited partnerships.

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 were 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, 2001,  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.

<PAGE>
<TABLE>
<CAPTION>

The directors and executive officers of the General Partners are as follows:

Name                             Age     Position
----                             ---     --------
<S>                              <C>      <C>
Neil I. Jowell                   68      Director and Chairman of TGH, TEM, TL, TCC and TFS
John A. Maccarone                57      President, CEO and Director of TGH, TEM, TL, TCC and TFS
James E. Hoelter                 62      Director of TGH, TEM, TL, TCC and TFS
Alex M. Brown                    63      Director of TGH, TEM, TL, TCC and TFS
Harold J. Samson                 80      Director of TGH and TL
Philip K. Brewer                 45      Senior Vice President - Asset Management Group and Director of TEM and TL
Robert D. Pedersen               42      Senior Vice President - Leasing Group, Director of TEM
Ernest J. Furtado                46      Senior Vice  President , CFO and  Secretary  of TGH,  TEM,  TL, TCC and TFS,
                                         Director of TEM, TCC and TFS
Gregory W. Coan                  38      Vice President and Chief Information Officer of TEM
Wolfgang Geyer                   48      Regional Vice President - Europe
Mak Wing Sing                    44      Regional Vice President - South Asia
Masanori Sagara                  46      Regional Vice President - North Asia
Stefan Mackula                   49      Vice President -  Equipment Resale
Anthony C. Sowry                 49      Vice President - Corporate Operations and Acquisitions
Richard G. Murphy                49      Vice President - Risk Management
Janet S. Ruggero                 53      Vice President - Administration and Marketing Services
Jens W. Palludan                 51      Regional Vice President - Americas and Logistics
Isam K. Kabbani                  67      Director of TGH and TL
James A. C. Owens                62      Director of TGH and TL
S. Arthur Morris                 68      Director of TGH, TEM and TL
Dudley R. Cottingham             50      Assistant Secretary, Vice President and Director of TGH, TEM and TL
Nadine Forsman                   34      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). 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.

     Gregory W. Coan is Vice President and Chief Information  Officer of TEM. In
this capacity,  Mr. Coan is responsible for the worldwide information systems of
Textainer and serves on the Credit Committee (see "Committees", below). Prior to
these  positions,  Mr.  Coan was the  Director  of  Communications  and  Network
Services from 1995 to 1999, where he was responsible for Textainer's network and
hardware  infrastructure.  Mr. Coan holds a Bachelor of Arts degree in political
science from the  University  of  California  at Berkeley and an M.B.A.  with an
emphasis in telecommunications 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, Robert D. Pedersen and Gregory W. Coan.

     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, 2002:
<PAGE>
<TABLE>
<CAPTION>

                                                                           Number
                    Name of Beneficial Owner                              Of Units        % All Units
                    -----------------------                               --------        -----------
<S>                                                                        <C>                  <C>
                    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%
                                                                             =====            ======
</TABLE>
(c)       Changes in Control.

          Inapplicable.

ITEM 201 (d)      Securities Under Equity Compensation Plans.

          Inapplicable.

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                             (Amounts in thousands)

         (a) Transactions with Management and Others.

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

                                                          2001              2000
                                                          ----              ----
                Due from affiliates:
                 Due from TEM..........................   $192              $516
                                                           ---               ---

                Due to affiliates:
                 Due to TL.............................      -                 1
                 Due to TCC............................     14                 7
                 Due to TFS............................     23                24
                                                           ---               ---
                                                            37                32
                                                           ---               ---

                Due from affiliates, net                  $155              $484
                                                           ===               ===

          These amounts  receivable from and payable to affiliates were incurred
          in the ordinary  course of business  between the  Partnership  and its
          affiliates  and  represent  timing  differences  in  the  accrual  and
          remittance of expenses,  fees and distributions 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:

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

                                                  2001        2000        1999
                                                  ----        ----        ----
              TEM.....................            $  -        $101        $100
                                                   ---         ---         ---

          Management fees in connection with the operations of the Registrant:

                                                2001          2000        1999
                                                ----          ----        ----

              TEM.....................          $462          $595        $626
              TFS.....................           151           195         195
                                                 ---           ---         ---
              Total...................          $613          $790        $821
                                                 ===           ===         ===

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

                                                2001          2000        1999
                                                ----          ----        ----

              TEM.....................          $248          $323        $364
              TFS.....................            36            48          45
                                                 ---           ---         ---
              Total...................          $284          $371        $409
                                                 ===           ===         ===

(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, 2001 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 2001, 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  11,  2002,  we  reported  on the  balance  sheets of
Textainer  Equipment  Income Fund II, L.P. (the  Partnership) as of December 31,
2001 and 2000,  and the related  statements of earnings,  partners'  capital and
cash flows for each of the years in the  three-year  period  ended  December 31,
2001,  which are included in the 2001 annual  report on Form 10-K. In connection
with our audit 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.



                                  /s/ KPMG LLP






San Francisco, California
February 11, 2002



<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, 2001:

Allowance for
  doubtful accounts                                $   219        $   (21)     $      -       $   (84)        $  114
                                                   -------        -------      --------       -------         ------

Recovery cost reserve                              $    88        $    43      $      -       $   (38)        $   93
                                                   -------        -------      --------       -------         ------

Damage protection
  plan reserve                                     $   151        $   157      $      -       $  (201)        $  107
                                                   -------        -------      --------       -------         ------



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
                                                   -------        -------      --------       -------         ------


</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                   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 28, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Textainer  Financial
Services  Corporation,  the managing  general partner of the Registrant,  in the
capacities and on the dates indicated:

Signature                                        Title                                        Date

<S>                                               <C>                                         <C>



__________________________________
Ernest J. Furtado                                Senior Vice President, CFO                   March 28, 2002
                                                 (Principal Financial and
                                                 Accounting Officer),
                                                 Secretary and Director



__________________________________
John A. Maccarone                                President (Principal Executive               March 28, 2002
                                                 Officer), and Director


                                                 Chairman of the Board and Director           March 28, 2002
__________________________________
Neil I. Jowell
</TABLE>



<PAGE>
<TABLE>
<CAPTION>


                                   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 28, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Textainer  Financial
Services  Corporation,  the managing  general partner of the Registrant,  in the
capacities and on the dates indicated:

Signature                                        Title                                        Date

<S>                                               <C>                                           <C>

/s/ Ernest J. Furtado
____________________________________             Senior Vice President, CFO                   March 28, 2002
Ernest J. Furtado                                (Principal Financial and
                                                 Accounting Officer),
                                                 Secretary and Director


/s/ John A. Maccarone
____________________________________             President (Principal Executive               March 28, 2002
John A. Maccarone                                Officer), and Director


/s/ Neil I. Jowell
____________________________________             Chairman of the Board and Director           March 28, 2002
Neil I. Jowell

</TABLE>