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


March 26, 2003


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, 2002.

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, 2002

                         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 ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). [ ]

State the aggregate market value of the voting and non-voting common equity held
by nonaffiliates of the Registrant. The aggregate market value shall be computed
by  reference to the price at which the common  equity was sold,  or the average
bid and ask prices of such common  equity,  as of the last  business  day of the
registrant's most recently completed second fiscal quarter. 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 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 allowed by market conditions, the Registrant attempts
               to generate revenue and profit.
<PAGE>
               The majority of the Registrant's equipment is leased under master
               operating  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.

               A substantial  portion of the  Partnership's  equipment is leased
               under  long-term  lease  agreements,  rather than master  leases.
               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.  Direct finance
               leases currently cover a minority of the Partnership's equipment.
               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.  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,  2002,  2001 and 2000  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 85% of the total equipment held
               by all container leasing companies. The top two container leasing
               companies  combined  control   approximately  26%  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 largest  standard dry freight  container  leasing company and
               manages  approximately 14% 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  leased.  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.

               Furthermore, changes in worldwide demand for shipping have placed
               additional strains on competition.  Utilization of containers can
               be maximized if containers  that come  off-lease can be re-leased
               in the same location.  If demand for containers is strong in some
               parts of the  world  and weak in  others,  containers  that  come
               off-lease   may  have  to  be   repositioned,   usually   at  the
               Registrant's expense, before they can be re-leased. Over the last
               several years,  demand for goods brought into Asia has been lower
               than demand for goods  brought out of Asia.  This  imbalance  has
               created low demand  locations in certain  areas of  international
               shipping  routes,  where  containers  coming  off-lease after the
               delivery of goods cannot quickly be re-leased. The Registrant has
               frequently been required to reposition  containers from these low
               demand locations, or to sell containers, if an analysis indicates
               that the sale may yield greater economic  benefits than continued
               ownership,  given the costs of  repositioning  and  estimates  of
               future rental rates and  opportunities.  Containers sold in these
               low demand  locations  have  frequently  been  older  containers.
               Shipping lines have an advantage over container leasing companies
               with respect to these low demand locations,  because the shipping
               companies can frequently  reposition their own containers,  while
               leasing  companies have to find alternative ways of repositioning
               their containers, including offering incentives to shipping lines
               or paying directly for the repositioning.

(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,  2002  had 3
               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, 2002
               had a total of 147 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 12%, 16%
               and 16% of the Registrant's rental revenue during the years ended
               December 31, 2002, 2001, and 2000, 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, 2002, the Registrant owned the following types and quantities
of equipment:


                   20-foot standard dry freight containers         1,558
                   40-foot standard dry freight containers         3,938
                   40-foot high cube dry freight containers        3,929
                                                                   -----
                                                                   9,425
                                                                   =====

During  December 2002,  approximately  85% 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,  2002
approximately 10% of the Partnership's off-lease equipment had been specifically
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.  Some  containers  identified for sale have been written
down, as described below in Item 7, "Results of Operations."

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"  for  more  information   about  container  sales  and
write-downs, as well as the location of the Registrant's off-lease containers.


ITEM 3.      LEGAL PROCEEDINGS

The Registrant is not subject to any 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

PART 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,  2003,  there  were 4,505  holders of record of
               limited partnership interests in the Registrant.

(b)(2)         Inapplicable.

(c)    Dividends.

               Inapplicable.

Effective July,  2001,  when the Registrant  began its  liquidation  phase,  the
Registrant  makes  monthly  distributions  to its limited  partners in an amount
equal to the  Registrant's  excess cash,  after  redemptions and working capital
reserves.   For  the  year  ended  December  31,  2002,   the  Registrant   paid
distributions  at an annualized  rate equal to 4.95% of a Unit's initial cost or
$0.99 per Unit per year.  For the year ended  December 31, 2001,  the Registrant
was paying  monthly  distributions  at an  annualized  rate of 9.85% of a Unit's
initial  cost,  or  $1.97  per  Unit.  For  information   about  the  amount  of
distributions  paid  during  the five  most  recent  fiscal  years,  see Item 6,
"Selected Financial Data."

PART 701:         Inapplicable.
<TABLE>
<CAPTION>


ITEM 6.  SELECTED FINANCIAL DATA

                                                          (Amounts in thousands except for per unit amounts)
                                                                      Years Ended December 31,
                                         ----------------------------------------------------------------------------------
                                              2002              2001            2000            1999             1998
                                              ----              ----            ----            ----             ----
<S>                                       <C>              <C>            <C>              <C>              <C>
Rental income.......................      $  4,712          $  6,053        $  7,772        $  8,133         $ 10,031

Income from operations..............      $     80          $    459        $  2,436        $    857         $  2,393

Net earnings........................      $     87          $    515        $  2,566        $    957         $  2,492

Net earnings per unit
  of limited partner
  interest..........................      $   0.01          $   0.12        $   0.68        $   0.24         $   0.63

Distributions per unit of
  limited partner
  interest..........................      $   0.99          $   1.97        $   1.60        $   1.60         $   1.60

Distributions per unit of
  limited partner
  interest representing
  a return of capital...............      $   0.98          $   1.85        $   0.92        $   1.36         $   0.97

Total assets........................      $ 18,746          $ 22,671        $ 29,763        $ 33,676         $ 38,644


</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, 2002,
2001 and 2000.  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.  To date, the  Partnership  has sold  containers  only gradually,
rather than in large transactions.  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.  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.

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  and  proceeds  from   container   sales  are  the
Partnership's principal source of liquidity and provides a major source of funds
for  distributions.  Rental  income and  container  sales prices are affected by
market  conditions  for  leased  and  used  containers.  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,  2002,  the  Partnership  declared  cash
distributions  to limited  partners  pertaining to the period from December 2001
through November 2002 in the amount of $3,617, which represented $0.99 per unit.
On a cash basis,  after paying  redemptions and general  partner  distributions,
$2,255 of these distributions was from operating activities,  and the balance of
$1,362 was a return on capital.  On a financial  statement  basis,  after paying
redemptions, all of these distributions were 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,  2002,  the
Partnership  redeemed  57,855  units  for a total  dollar  amount  of $262.  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, 2002
and 2001, was $2,554 and $4,129,  respectively.  The decrease of $1,575, or 38%,
was  primarily  attributed  to the  fluctuation  in net  earnings,  adjusted for
non-cash  transactions,  and  fluctuations in gross accounts  receivable and due
from  affiliates,   net.  Net  earnings,  adjusted  for  non-cash  transactions,
decreased  primarily due to the decrease in rental income,  partially  offset by
the decline in direct container  expenses.  These items are discussed more fully
in "Results of Operations." Gross accounts  receivable  decreased $31 during the
year ended December 31, 2002, due to the decline in rental income, offset by the
increase in the average collection period of accounts  receivable.  The decrease
in gross  acounts  receivable  of $603 during the same period in 2001 was due to
the  declines  in rental  income and the average  collection  period of accounts
receivable.  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 container sales proceeds,  as well as in fluctuations
in these amounts.

For the year ended  December  31, 2002 and 2001 net cash  provided by  investing
activities  (the  purchase  and  sale of  containers)  was  $1,481  and  $1,932,
respectively.  The  decrease of $451 was due to the  decrease  in proceeds  from
container  sales of $550,  offset by the  decrease  in cash  used for  container
purchases of $99. Cash used for container purchases decreased as the Partnership
did not purchase containers during the year ended December 31, 2002 as it is now
in its  liquidation  phase,  as discussed  above.  Proceeds from container sales
decreased  primarily due to the decrease in the number for containers sold. Some
containers  sold were  located in low  demand  locations,  and these  sales were
driven  by  the  liquidation  plans  discussed  above,  and  by  adverse  market
conditions in these locations.  Until demand for containers  improves in certain
low demand  locations,  the  Partnership  plans to continue  selling some of its
containers  that are  off-lease in these  locations.  Although the average sales
prices were comparable between the periods, generally, the sales prices received
on  container  sales  continued  to  decrease  as a  result  of  current  market
conditions, which have adversely affected the value of used containers. The sale
of containers in these locations, the decline in value for used containers,  and
the  related  market  conditions  are  discussed  more fully  under  "Results of
Operations".

Due, in part, to current  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, 2002,  2001 and 2000, as well as certain other factors
as discussed below. The following is a summary of the container fleet (in units)
available for lease during those periods:

                                                        2002      2001     2000
                                                        ----      ----     ----

         Beginning container fleet...............     10,990    13,243   14,269
         Ending container fleet..................      9,425    10,990   13,243
         Average container fleet.................     10,208    12,117   13,756

The average  container fleet decreased 16% and 12% from the years ended December
31, 2001 to 2002 and from December 31, 2000 to 2001, 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  container  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, 2001 to 2002 and  December  31, 2000 to 2001.  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 73%, 70% and 81% during the years
ended December 31, 2002, 2001 and 2000,  respectively.  The remaining  container
fleet is off-lease and is located primarily at a large number of storage depots.
At December 31, 2002 and 2001,  utilization was 85% and 65%,  respectively,  and
the Partnership's  off-lease containers (in units) were located in the following
locations:

                                               2002         2001
                                               ----         ----
           Americas                             894        1,105
           Europe                               289          390
           Asia                                 210        2,221
           Other                                 39           42
                                              -----        -----

           Total off-lease containers         1,432        3,758
                                              =====        =====


At December 31, 2002 approximately 10% 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. The
average daily rental rate decreased 11% between the periods. The decrease in the
average  rental  rate was due to  declines  in both  master  and long term lease
rates,  which  are the two  principal  types  of  leases  for the  Partnership's
containers.  The majority of the Partnership's  rental income was generated from
leasing of the Partnership's  containers under master operating  leases,  but an
increasing  percentage of the  Partnership's  containers are on lease under long
term  leases,  40% as of December  31, 2002 versus 37% as of December  31, 2001.
Long term leases  generally  have lower rental rates than master leases  because
the lessees have contracted to lease the containers for several years and cannot
return  the  containers  prior  to  the  termination  date  without  a  penalty.
Fluctuations  in rental rates under either type of lease  generally  will affect
the Partnership's operating results.

The  following is a comparative  analysis of the results of  operations  for the
years ended December 31, 2002, 2001 and 2000.

The  Partnership's  income from operations for the years ended December 31, 2002
and 2001 was $80 and $459, respectively,  on rental income of $4,712 and $6,053,
respectively.  The decrease in rental  income of $1,341,  or 22%,  from the year
ended December 31, 2001 to the  comparable  period in 2002 was  attributable  to
decreases in income from  container  rentals and other rental  income,  which is
discussed  below.  Income from container  rentals,  the major component of total
revenue,  decreased  $1,115,  or 21%,  primarily due to decreases in the average
container  fleet of 16% and average rental rates of 11%,  offset by the increase
in average on-hire utilization of 4% between the periods.

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. Income from container rentals 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.

In the fourth  quarter of 2000,  utilization  began to decline and  continued to
decline  during 2001 and the  beginning  of 2002.  This decline was due to lower
overall  demand by shipping lines for leased  containers,  which was primarily a
result of the worldwide economic slowdown.  Two other factors reduced the demand
for leased  containers.  Shipping  lines added larger  vessels to their  fleets,
which  combined with lower cargo volume  growth,  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 and 10% in 2002.

Utilization has improved steadily since  March 2002  through the end of 2002 due
to:
o    An increase in export cargo out of Asia
o    Prior repositioning of containers to Asia which placed  large quantities of
     containers in areas of high demand
o    Disposal of older containers and fewer  purchases of new containers by both
     container lessors  and  shipping  lines in 2001  and 2002,  resulting in an
     overall better-balanced supply of containers
o    The labor disagreement that affected U.S. West Coast ports in the third and
     part of the fourth  quarter had  short-term positive  effects on demand for
     containers  as shipping lines were not able to reposition enough containers
     to Asia and had to lease more containers to meet their customers' demands

Although  utilization  appears to have  stabilized in the beginning of 2003, the
General Partners caution that market  conditions could  deteriorate again due to
global economic conditions.  Demand for leased containers could therefore weaken
again and result in a decrease  in  utilization  and  further  declines in lease
rates and container sale prices, adversely affecting the Partnership's operating
results.

Despite the  improvement  in  utilization,  the  Partnership  continues  to sell
(rather than reposition) some older containers  located in low demand locations.
For the number of off-lease  containers located in the lower demand locations in
the Americas and Europe,  see chart above.  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 are older containers. The
expected  economic  benefit  of  continuing  to own these  older  containers  is
significantly  less than that of newer containers.  This is 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 was made to sell  containers,  the Partnership  wrote down the
value of these  specifically  identified  containers when the carrying value was
greater than the  container's  estimated  fair value,  which was based on recent
sales prices less cost of sales. Due to 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  before they reach the end of their useful life. The Partnership will
continue  to evaluate  whether  additional  write-downs  are  necessary  for its
container rental equipment.

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, 2002, other rental
income was $552, a decrease of $226 from the  equivalent  period in 2001.  Other
rental  income  decreased  primarily  due to the  declines in  location  and DPP
income. Location income decreased $128, primarily due to the decrease in charges
to  lessees  for  dropping  off  containers  in  certain  locations.  DPP income
decreased $114, due to the decline in the number of containers covered under DPP
and a decrease in the average DPP price charged per container.

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.

Direct container  expenses  decreased $497, or 30%, from the year ended December
31, 2001 to the equivalent period in 2002. The decrease was primarily due to the
decrease in the  average  fleet size.  Repositioning,  storage and DPP  expenses
decreased $206, $167 and $70, respectively.  Repositioning expense decreased due
to  shorter  average   repositioning   moves  resulting  in  decreased   average
repositioning  costs and a decrease  in the number of  containers  repositioned.
Storage  expense  decreased  primarily due to the decrease in average fleet size
noted above. DPP expense  decreased  primarily due to the decrease in the number
of containers  covered under DPP and the decrease in the average DPP repair cost
per container.

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.

Bad debt expense (benefit) was $19, ($21) and ($44) for the years ended December
31,  2002,  2001  and  2000,  respectively.  Fluctuations  in bad  debt  expense
(benefit)  reflect the  adjustment  to the bad debt  allowance  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 expense recorded during the year ended December 31, 2002
reflects the addition to bad debt  allowance,  after  deductions  had been taken
against the reserve.  The benefits  recorded during the years ended December 31,
2001 and 2000 reflect lower reserve estimates from December 31, 2000 and 1999.

Depreciation  expense  increased  $24, or 1%, from the years ended  December 31,
2001 to 2002, despite the decrease in fleet size. The increase was primarily due
to the  increase in the  depreciation  rate as a result of changes in  estimated
salvage values as discussed below.  Depreciation  expense decreased $297, or 11%
from the year ended  December 31, 2000 to 2001,  primarily due to the decline in
average fleet size and certain containers,  acquired used, which have been fully
depreciated.  If estimates regarding residual value and remaining useful life of
the containers were to decline,  depreciation expense would increase,  adversely
affecting the Partnership's operating results.

Effective  July 1, 2002,  the  Partnership  revised its estimate  for  container
salvage  value from a  percentage  of equipment  cost to an  estimated  residual
dollar value. The effect of this change for the year ended December 31, 2002 was
an increase to depreciation  expense of $538. The Partnership  will evaluate the
estimated  residual values and remaining  estimated  useful lives on an on-going
basis and will revise its estimates as needed. As a result, depreciation expense
may fluctuate in future periods based on  fluctuations  in these  estimates.  If
estimates  regarding  residual value and remaining useful life of the containers
were to decline,  depreciation  expense would increase,  adversely affecting the
Partnership's operating results.

The  Partnership  stopped  purchasing   containers  in  2001,  but  its  leasing
activities are affected by fluctuations in new container  prices.  New container
prices  steadily  declined from 1995 through  1999.  Although  container  prices
increased in 2000,  these prices  declined  again in 2001 and have  remained low
during 2002. 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, 2002 and 2001 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, 2002,  2001 and
2000 the  Partnership  recorded  write-down  expenses  of $277,  $399 and  $255,
respectively,  on 556,  1,023  and 631  containers  identified  as for  sale and
requiring a reserve.  During the year ended December 31, 2002,  the  Partnership
also transferred 89 containers from containers identified for sale to containers
held for continued use due to the improvement in demand for leased containers in
Asia. There were no transfers during the years ended December 31, 2001 and 2000.
At December 31, 2002 and 2001,  the net book value of the 143 and 415 containers
identified as for sale was $121 and $339, respectively.

The Partnership sold 746 of these previously  written down containers for a loss
of $7 during the year ended  December 31, 2002 and sold 816  previously  written
down  containers  for a loss of $27 during the same  period in 2001.  During the
year ended December 31, 2000 the  Partnership  sold 716 previously  written down
containers  for a loss of $21. 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.

The Partnership also sold containers that had not been written down and recorded
(gains)/losses  of ($110),  $108 and ($130) during the years ended  December 31,
2002, 2001 and 2000, respectively.

As more containers are subsequently identified as for sale or if container sales
prices continue to decline, the Partnership may incur additional  write-downs on
containers  and/or may incur losses on the sale of containers.  The  Partnership
will  continue  to  evaluate  the  recoverability  of the  recorded  amounts  of
container rental equipment.

Management fees to affiliates decreased $194, or 32%, and $177, or 22%, from the
years  ended  December  31,  2001  to  2002  and  December  31,  2000  to  2001,
respectively.  The decrease was due to decreases in both incentive and equipment
management fees. Incentive management fees, which are based on the Partnership's
limited and general  partner  distributions  made from cash from  operations and
partners'  capital  decreased  primarily  due to the  decrease  in the amount of
distributions  paid from cash from  operations  between the  periods.  Equipment
management  fees,  which are based  primarily on gross  revenue,  decreased as a
result of the  decrease  in rental  income and were  approximately  7% of rental
income for the years ended December 31, 2002, 2001 and 2000.

General and administrative  costs to affiliates  decreased $45, or 16%, and $87,
or 23%, from the years ended  December 31, 2001 to 2002 and December 31, 2000 to
2001, respectively.  These decreases were primarily due to decreases 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.

Other general and  administrative  costs  increased $52, or 43%, and $32, or 36%
from the years ended  December  31, 2001 to 2002 and  December 31, 2000 to 2001,
respectively.  The  increases  were  primarily due to increases in other service
fees between the periods.

Gain on sale of containers  increased $238 to a gain of $103 from the year ended
December  31,  2001 to 2002 and  decreased  $244 to a loss of $135 from the year
ended December 31, 2000 to 2001.  These  fluctuations  were primarily due to the
Partnership  selling  containers  for  average  gains  during  2002 and 2000 and
average losses during 2001.

Net earnings per limited partnership unit decreased from $0.68 to $0.12 to $0.01
from the  years  ended  December  31,  2000 to 2001  and to 2002,  respectively,
reflecting  the  decreases in net earnings  allocated to limited  partners  from
$2,504 to $440 to $50,  respectively.  The  allocation  of net  earnings for the
years ended  December 31, 2002,  2001 and 2000 included a special  allocation of
gross  income  to  General  Partners  of $36,  $70  and  $36,  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.
Effective  July 1, 2002,  the  Partnership  revised its estimate  for  container
salvage  value  from a  percentage  of  equipment  cost to an  estimated  dollar
residual value, reflecting current expectations of ultimate residual values. The
Partnership will evaluate the estimated residual values and remaining  estimated
useful lives on an on-going basis and will revise its estimates as needed.  As a
result,   depreciation   expense  may  fluctuate  in  future  periods  based  on
fluctuations in these estimates.  If the estimates  regarding residual value and
remaining  useful life of the containers were to decline,  depreciation  expense
would increase, adversely affecting the Partnership's operating results.

Additionally,  the  recoverability  of the recorded  amounts of containers to be
held for  continued  use and  identified  for  sale in the  ordinary  course  of
business are evaluated to ensure that  containers held for continued use are not
impaired and that containers identified for sale are recorded at amounts that do
not exceed the estimated fair value of the containers. Containers to be held for
continued  use are  considered  impaired and are written down to estimated  fair
value  when the  estimated  future  undiscounted  cash  flows  are less than the
recorded  values.  Containers  identified for sale are written down to estimated
fair  value when the  recorded  value  exceeds  the  estimated  fair  value.  In
determining  the  estimated  future  undiscounted  cash  flows and fair value of
containers,  assumptions are made regarding future demand and market  conditions
for leased 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 and/or losses may be realized.  Any additional  write-downs,  or losses
would adversely affect the Partnership's operating results.

Accounting Pronouncements

In April 2002,  the FASB issued SFAS No. 145,  "Rescission of FASB Statement No.
4, 44 and 64,  Amendment of FASB  Statement No. 13, and Technical  Corrections."
SFAS No. 145 rescinds FASB Statement No. 4, "Reporting  Gains and Losses of Debt
Extinguishments" and an amendment of that Statement, FASB Statement No. 64. SFAS
No. 145 also rescinds FASB Statement No. 44,  "Accounting for Intangible  Assets
of Motor Carriers." FASB 145 also amends FASB Statement No. 13,  "Accounting for
Leases",  to eliminate an  inconsistency  between the  required  accounting  for
sale-leaseback  transactions  and the  required  accounting  for  certain  lease
modifications that have economic effects similar to sale-leaseback transactions.
These rescissions and amendment are not anticipated to have a material impact on
the financial statements of the Partnership.

In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated With
Exit or Disposal  Activities".  SFAS No. 146 addresses financial  accounting and
reporting for costs  associated  with exit or disposal  activities and nullifies
Emerging  Issues Task Force (EITF)  Issue No. 94-3  "Liability  Recognition  for
Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
(including Certain Costs Incurred in a Restructuring)."  This Statement requires
that a liability  for a cost  associated  with an exit or  disposal  activity be
recognized when the liability is incurred.  The provisions of this Statement are
effective for exit or disposal  activities that are initiated after December 31,
2002, with early application  encouraged.  The Partnership  anticipates that the
adoption  of SFAS  No.  146 will not have a  material  impact  on its  financial
statements.

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, 2002 and
2001, and the related  statements of earnings,  partners' capital and cash flows
for each of the years in the three-year  period ended  December 31, 2002.  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, 2002 and 2001,  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,  2002  in  conformity  with  accounting
principles generally accepted in the United States of America.



                                  /s/ KPMG LLP




San Francisco, California
February 14, 2003


<PAGE>
<TABLE>
<CAPTION>

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

Balance Sheets

December 31, 2002 and 2001
(Amounts in thousands)
------------------------------------------------------------------------------------------------------------


                                                                            2002                   2001
                                                                       ---------------        --------------
<S>                                                                    <C>                    <C>
Assets
Container rental equipment, net of accumulated
    depreciation of $14,572 (2001:  $16,028) (note 1(e))               $       17,105         $      21,072
Cash                                                                              373                   266
Accounts receivable, net of allowance
    for doubtful accounts of $81 (2001:  $114)                                  1,198                 1,168
Due from affiliates, net (note 2)                                                  55                   155
Prepaid expenses                                                                   15                    10
                                                                       ---------------        --------------


                                                                       $       18,746         $      22,671
                                                                       ===============        ==============
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                    $           74         $         200
   Accrued liabilities                                                            193                    94
   Accrued damage protection plan costs (note 1(j))                               126                   107
   Accrued recovery costs (note 1(m))                                               8                    93
   Deferred quarterly distributions (note 1(g))                                    47                    61
   Deferred damage protection plan revenue (note 1(k))                             83                    72
                                                                       ---------------        --------------

      Total liabilities                                                           531                   627
                                                                       ---------------        --------------

Partners' capital:
   General partners                                                                 -                     -
   Limited partners                                                            18,215                22,044
                                                                       ---------------        --------------

      Total partners' capital                                                  18,215                22,044
                                                                       ---------------        --------------


                                                                       $       18,746         $      22,671
                                                                       ===============        ==============

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, 2002, 2001, and 2000
(Amounts in thousands except for unit and per unit amounts)
-----------------------------------------------------------------------------------------------------------------------------------


                                                                           2002                  2001                   2000
                                                                    -----------------     -----------------      ------------------
<S>                                                                 <C>                   <C>              <C>
Rental income                                                       $          4,712      $          6,053       $           7,772
                                                                    -----------------     -----------------      ------------------

Costs and expenses:
   Direct container expenses                                                   1,176                 1,673                   1,267
   Bad debt expense (benefit)                                                     19                   (21)                    (44)
   Depreciation (note 1(e))                                                    2,384                 2,360                   2,657
   Write-down of containers (note 1(e))                                          277                   399                     255
   Professional fees                                                              48                    30                      60
   Management fees to affiliates (note 2)                                        419                   613                     790
   General and administrative costs to affiliates (note 2)                       239                   284                     371
   Other general and administrative costs                                        173                   121                      89
   (Gain) loss on sale of containers, net (note 1(e))                           (103)                  135                    (109)
                                                                    -----------------     -----------------      ------------------

                                                                               4,632                 5,594                   5,336
                                                                    -----------------     -----------------      ------------------

   Income from operations                                                         80                   459                   2,436
                                                                    -----------------     -----------------      ------------------

   Interest income                                                                 7                    56                     130
                                                                    -----------------     -----------------      ------------------

   Net earnings                                                     $             87      $            515       $           2,566
                                                                    =================     =================      ==================

Allocation of net earnings (note 1(g)):
   General partners                                                 $             37      $             75       $              62
   Limited partners                                                               50                   440                   2,504
                                                                    -----------------     -----------------      ------------------

                                                                    $             87      $            515       $           2,566
                                                                    =================     =================      ==================

Limited partners' per unit share
   of net earnings                                                  $           0.01      $           0.12       $            0.68
                                                                    =================     =================      ==================

Limited partners' per unit share
   of distributions                                                 $           0.99      $           1.97       $            1.60
                                                                    =================     =================      ==================

Weighted average number of limited
   partnership units outstanding (note 1(n))                               3,642,522             3,688,232               3,704,302
                                                                    =================     =================      ==================


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, 2002, 2001, and 2000
(Amounts in thousands)
--------------------------------------------------------------------------------------------------------------

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

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

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

Redemptions (note 1(o))                                          -                 (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(o))                                          -                 (106)                 (106)

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

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

Distributions                                                  (37)              (3,617)               (3,654)

Redemptions (note 1(o))                                          -                 (262)                 (262)

Net earnings                                                    37                   50                    87
                                                    ---------------       --------------       ---------------

Balances at December 31, 2002                       $            -        $      18,215        $       18,215
                                                    ===============       ==============       ===============


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, 2002, 2001, and 2000
(Amounts in thousands)
------------------------------------------------------------------------------------------------------------------------------------

                                                                                         2002             2001             2000
                                                                                   ---------------   --------------   --------------
<S>                                                                               <C>               <C>              <C>
Cash flows from operating activities:
   Net earnings                                                                    $           87    $         515    $       2,566
   Adjustments to reconcile net earnings to
     net cash provided by operating activities:
        Depreciation and container write-down (note 1(e))                                   2,661            2,759            2,912
        Decrease in allowance for doubtful accounts                                           (33)            (105)            (179)
        (Gain) loss on sale of containers                                                    (103)             135             (109)
        Decrease (increase) in assets:
           Accounts receivable                                                                 31              603              947
           Due from affiliates, net                                                            (2)             298              (73)
           Prepaid expenses                                                                    (5)               -                1
        Increase (decrease) in liabilities:
           Accounts payable and accrued liabilities                                           (27)             (58)              61
           Accrued damage protection plan costs                                                19              (44)            (121)
           Deferred damage protection plan revenue                                             11               21                -
           Warranty claims                                                                      -                -             (172)
           Accrued recovery costs                                                             (85)               5               14
                                                                                   ---------------   --------------   --------------

              Net cash provided by operating activities                                     2,554            4,129            5,847
                                                                                   ---------------   --------------   --------------

Cash flows from investing activities:
   Proceeds from sale of containers                                                         1,481            2,031            2,176
   Container purchases                                                                          -              (99)          (2,283)
                                                                                   ---------------   --------------   --------------

              Net cash provided by (used in) investing activities                           1,481            1,932             (107)
                                                                                   ---------------   --------------   --------------

Cash flows from financing activities:
   Redemptions of limited partnership units                                                  (262)            (106)            (112)
   Distributions to partners                                                               (3,666)          (7,341)          (5,994)
                                                                                   ---------------   --------------   --------------

              Net cash used in financing activities                                        (3,928)          (7,447)          (6,106)
                                                                                   ---------------   --------------   --------------

Net increase (decrease) in cash                                                               107           (1,386)            (366)

Cash at beginning of period                                                                   266            1,652            2,018
                                                                                   ---------------   --------------   --------------

Cash at end of period                                                              $          373    $         266    $       1,652
                                                                                   ===============   ==============   ==============


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, 2002, 2001 and 2000
(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,  2002,  2001,  2000 and 1999,
resulting in  differences  in amounts  recorded and amounts of cash disbursed or
received by the Partnership, as shown in the Statements of Cash Flows.

                                                                       2002         2001          2000         1999
                                                                       ----         ----          ----         ----
<S>                                                                  <C>           <C>           <C>          <C>
Container purchases included in:
   Container purchases payable..............................           $  -         $  -          $ 88         $243

Distributions to partners included in:
   Due to affiliates........................................              4            2             6            6
   Deferred quarterly distributions.........................             47           61            66           69

Proceeds from sale of containers
   Due from affiliates......................................            144          244           279          367

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, 2002, 2001, and 2000.

                                                                                    2002          2001         2000
                                                                                    ----          ----         ----

Container purchases recorded..............................................        $    -        $   11       $2,128
Container purchases paid..................................................             -            99        2,283

Distributions to partners declared........................................         3,654         7,332        5,991
Distributions to partners paid............................................         3,666         7,341        5,994

Proceeds from sale of containers recorded.................................         1,381         1,996        2,088
Proceeds from sale of containers received.................................         1,481         2,031        2,176


The  Partnership  has  entered  into direct  finance  leases,  resulting  in the
transfer of containers from container rental  equipment to accounts  receivable.
The carrying  values of containers  transferred  during the years ended December
31, 2002, 2001 and 2000 were $28, $29 and $52, 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, 2002, 2001 and 2000
(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 based on the criteria of 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.

          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.
<PAGE>

          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. The Partnership  will evaluate the estimated
          residual  values and remaining  estimated  useful lives on an on-going
          basis  and  will  revise  its  estimates  as  needed.   As  a  result,
          depreciation   expense  may  fluctuate  in  future  periods  based  on
          fluctuations in these estimates.

          Additionally, the recoverability of the recorded amounts of containers
          to be held for continued use and  identified  for sale in the ordinary
          course of business are  evaluated to ensure that  containers  held for
          continued use are not impaired and that containers identified for sale
          are recorded at amounts that do not exceed the estimated fair value of
          the containers. Containers to be held for continued use are considered
          impaired  and are  written  down to  estimated  fair  value  when  the
          estimated  future  undiscounted  cash flows are less than the recorded
          values.  Containers  identified for sale are written down to estimated
          fair value when the recorded  value exceeds the estimated  fair value.
          In determining the estimated future  undiscounted  cash flows and fair
          value of containers,  assumptions are made regarding future demand and
          market  conditions for leased 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 and/or losses
          may be realized.

          (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, 2002 and 2001, 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.  Through  June  30,  2002  depreciation  of new
          containers  was  computed  using  the  straight-line  method  over  an
          estimated  useful  life  of 12  years  to a 28%  salvage  value.  Used
          containers  were  depreciated  based  upon their  estimated  remaining
          useful life at the date of acquisition (from 2 to 11 years). Effective
          July 1, 2002,  the  Partnership  revised its  estimate  for  container
          salvage  value from a  percentage  of  equipment  cost to an estimated
          dollar residual  value,  reflecting  current  expectations of ultimate
          residual values. The effect of this change for the year ended December
          31,  2002  was an  increase  to  depreciation  expense  of  $538.  The
          Partnership will evaluate the estimated  residual values and remaining
          estimated  useful  lives on an  on-going  basis  and will  revise  its
          estimates as needed. As a result,  depreciation  expense may fluctuate
          in future  periods  based on  fluctuations  in these  estimates.  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.
          144,  "Accounting for the Impairment or Disposal of Long-Lived Assets"
          (SFAS 144), 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.

          The Partnership stopped purchasing containers in 2001, but its leasing
          activities are affected by fluctuations in new container  prices.  New
          container  prices steadily  declined from 1995 through 1999.  Although
          container  prices  increased in 2000,  these prices  declined again in
          2001 and have remained low during 2002.  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, 2002 and 2001 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, 2002, 2001 and
          2000 the Partnership  recorded  write-down  expenses of $277, $399 and
          $255,  respectively on 556, 1,023 and 631 containers identified as for
          sale and requiring a reserve. During the year ended December 31, 2002,
          the  Partnership   also  transferred  89  containers  from  containers
          identified  for sale to  containers  held for continued use due to the
          improvement  in demand for leased  containers  in Asia.  There were no
          transfers  during  the years  ended  December  31,  2001 and 2000.  At
          December  31,  2002 and  2001,  the net book  value of the 143 and 415
          containers identified as for sale was $121 and $339, respectively.

          The Partnership sold 746 of these  previously  written down containers
          for a loss of $7 during the year ended  December 31, 2002 and sold 816
          previously  written down  containers for a loss of $27 during the same
          period  in  2001.   During  the  year  ended  December  31,  2000  the
          Partnership sold 716 previously  written down containers for a loss of
          $21. 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.

          The  Partnership  also sold  containers that had not been written down
          and  recorded  (gains)/losses  of ($110),  $108 and ($130)  during the
          years ended December 31, 2002, 2001 and 2000, respectively.

          As more  containers  are  subsequently  identified  as for  sale or if
          container sales prices continue to decline,  the Partnership may incur
          additional  write-downs  on containers  and/or may incur losses on the
          sale of  containers.  The  Partnership  will  continue to evaluate the
          recoverability of the recorded amounts of container rental equipment.

          (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,  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  rather  than  the
          geographic location of the containers or the domicile of the lessees.

          No single lessee  generated lease revenue for the years ended December
          31, 2002,  2001 and 2000 which was 10% or more of the total revenue of
          the Partnership.

          (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 $47 and $61 at December 31, 2002 and 2001,
          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,   2002  and  2001,   was  $126  and  $107,
          respectively.
<PAGE>

          (k)   Deferred Damage Protection Plan Revenue

          Under certain DPP coverage,  the Partnership  receives a prepayment of
          the DPP revenue. The Partnership records these prepayments as Deferred
          Damage  Protection  Plan Revenue.  At December 31, 2002 and 2001 these
          amounts were $83 and $72, respectively.

          (l)   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.

          (m)   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, 2002 and 2001,
          the amounts accrued were $8 and $93, respectively.

          (n)   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, 2002,  2001 and 2000,
          which were 3,642,522, 3,688,232, and 3,704,302, respectively.
<TABLE>
<CAPTION>

          (o)   Redemptions

          The following redemption offerings were consummated by the Partnership
          during the years ended December 31, 2002, 2001 and 2000:

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

          Total Partnership redemptions as of
          December 31, 1999......................        37,672             $ 10.70               $ 403
                                                        -------                                     ---


          Year ended:
                December 31, 2000................        16,522             $  6.77                 112
                December 31, 2001................        17,521             $  6.05                 106
                December 31, 2002................        57,855             $  4.53                 262
                                                        -------                                     ---

          Total Partnership redemptions as of
          December 31, 2002......................       129,570             $  6.82               $ 883
                                                        =======                                     ===

</TABLE>

          The redemption  price  is  fixed by  formula in  accordance  with  the
          Partnership Agreement.

          (p)   Reclassifications

          Certain  reclassifications not affecting net earnings (loss) have been
          made to prior year amounts in order to conform with the 2002 financial
          statement presentation.

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 years ended  December 31, 2002 and 2001. The
          Partnership  capitalized $101 of equipment acquisition fees as part of
          container  rental  equipment  costs during the year ended December 31,
          2000.  The  Partnership  incurred  $92,  $194  and  $250 of  incentive
          management  fees during each of the three  years  ended  December  31,
          2002, 2001 and 2000, respectively.  No equipment liquidation fees were
          incurred during these periods.

          The  Partnership's  container  fleet is managed by TEM. In its role as
          manager, TEM has authority to acquire,  hold, manage,  lease, sell and
          dispose  of the  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, 2002 and 2001.

          Subject  to  certain  reductions,  TEM  receives  a monthly  equipment
          management  fee equal to 7% of gross lease  revenues  attributable  to
          operating  leases and 2% of gross lease revenues  attributable to full
          payout net leases.  For the years ended  December 31,  2002,  2001 and
          2000,   equipment   management  fees  totaled  $327,  $419  and  $540,
          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 TFS and TEM.  Total  general and
          administrative costs allocated to the Partnership were as follows:

                                                  2002         2001        2000
                                                  ----         ----        ----

               Salaries                           $151         $171        $192
               Other                                88          113         179
                                                   ---          ---         ---
                 Total general and
                    administrative costs          $239         $284        $371
                                                   ===          ===         ===

          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:

                                                   2002         2001        2000
                                                   ----         ----        ----

               TEM                                 $207         $248        $323
               TFS                                   32           36          48
                                                    ---         ----        ----
                 Total general and
                    administrative costs           $239         $284        $371
                                                    ===          ===         ===

          The General Partners were entitled to acquire  containers in their own
          name  and  hold  title  on  a  temporary  basis  for  the  purpose  of
          facilitating  the acquisition of such containers for the  Partnership.
          The containers  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, 2002 and 2001, due from affiliates, net, is comprised
          of:

                                                              2002         2001
                                                              ----         ----
                     Due from affiliates:
                        Due from TEM...................        $92         $192
                                                                --          ---

                     Due to affiliates:
                        Due to TL......................          1            -
                        Due to TCC.....................         10           14
                        Due to TFS.....................         26           23
                                                                --          ---
                                                                37           37
                                                                --          ---
                     Due from affiliates, net                  $55         $155
                                                                ==          ===

          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.
<PAGE>

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,
          2002 and 2001:

                                                        2002               2001
                                                        ----               ----

              On-lease under master leases             4,833              4,581
              On-lease under long-term leases          3,160              2,651
                                                       -----              -----

              Total on-lease containers                7,993              7,232
                                                       =====              =====

          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.  At December 31, 2002 and 2001,
          the   Partnership's   off-lease   containers  were  in  the  following
          locations:

                                                      2002           2001
                                                      ----           ----

                Americas                               894          1,105
                Europe                                 289            390
                Asia                                   210          2,221
                Other                                   39             42
                                                     -----          -----

                Total off-lease containers           1,432          3,758
                                                     =====          =====



          At December 31, 2002 approximately 10% of the Partnership's  off-lease
          containers had been specifically identified as for sale.

Note 4.   Income Taxes

          At December 31, 2002, 2001 and 2000, there were temporary  differences
          of $13,712, $15,276 and $16,845,  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, 2002, 2001 and 2000 is as follows:

<TABLE>
<CAPTION>
                                                                              2002            2001          2000
                                                                              ----            ----          ----
<S>                                                                        <C>             <C>              <C>

         Net income per financial statements....................            $   87          $  515        $2,566

         Decrease in provision for bad debt.....................               (33)           (105)         (179)
         Depreciation for federal income tax purposes less
            than (in  excess) of depreciation  for financial
            statement purposes..................................               287            (373)         (700)
         Gain on sale of fixed assets for federal income tax
            purposes in excess of gain/loss recognized for
            financial statement purposes........................             1,291           2,091         1,885
         Increase (decrease) in damage protection
            plan costs..........................................                19             (44)         (121)
         Warranty reserve income for tax purposes in
            excess of financial statement purposes..............                 -               -          (172)
                                                                             -----           -----         -----
         Net income for
            federal income tax purposes.........................            $1,651          $2,084        $3,279
                                                                             =====           =====         =====

</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, 2002, 2001 and 2000:

                                                                          (Amounts in thousands)
                                                                            2002 Quarters Ended
                                                   --------------------------------------------------------------------
                                                      Mar. 31          June 30           Sept. 30           Dec. 31
                                                   --------------------------------------------------------------------
<S>                                                   <C>             <C>                <C>               <C>
Rental income                                         $ 1,136          $ 1,105            $ 1,207           $ 1,264

(Loss) income from operations                         $  (138)         $    70            $  (450)          $   598

Net (loss) earnings                                   $  (137)         $    72            $  (448)          $   600

Limited partners' share of net (loss) earnings        $  (146)         $    61            $  (456)          $   591

Limited partners' share of distributions              $   917          $   974            $   790           $   936

                                                                            2001 Quarters Ended
                                                   --------------------------------------------------------------------
                                                      Mar. 31          June 30           Sept. 30           Dec. 31
                                                   --------------------------------------------------------------------

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



</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, 2002,  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                   69      Director and Chairman of TGH, TEM, TL, TCC and TFS
John A. Maccarone                58      President, CEO and Director of TGH, TEM, TL, TCC and TFS
James E. Hoelter                 63      Director of TGH, TCC and TFS
Philip K. Brewer                 46      Senior Vice President - Asset Management Group and Director of TL
Robert D. Pedersen               43      Senior Vice President - Leasing Group, Director of TEM
Ernest J. Furtado                47      Senior Vice  President,  CFO and  Secretary  of TGH,  TEM,  TL, TCC and TFS,
                                         Director of TL, TCC and TFS
Gregory W. Coan                  39      Vice President and Chief Information Officer of TEM
Wolfgang Geyer                   49      Regional Vice President - Europe
Mak Wing Sing                    45      Regional Vice President - South Asia
Masanori Sagara                  47      Regional Vice President - North Asia
Stefan Mackula                   50      Vice President -  Equipment Resale
Anthony C. Sowry                 50      Vice President - Corporate Operations and Acquisitions
Richard G. Murphy                50      Vice President - Risk Management
Janet S. Ruggero                 54      Vice President - Administration and Marketing Services
Jens W. Palludan                 52      Regional Vice President - Americas and Logistics
Isam K. Kabbani                  68      Director of TGH
James A. C. Owens                63      Director of TGH, TEM and TL
S. Arthur Morris                 69      Director of TGH, TEM and TL
Dudley R. Cottingham             51      Assistant Secretary, Vice President and Director of TGH, TEM and TL
Cecil Jowell                     67      Director of TGH, TEM and TL
Henrick van der Merwe            55      Director of TGH, TEM and TL
James E.  McQueen                58      Director of TGH, TEM and TL
Harold J. Samson                 81      Director of TCC and TFS
Nadine Forsman                   35      Controller of TCC and TFS
</TABLE>

Unless  otherwise  noted,  all directors have served as directors of the General
Partners as detailed  above at least since 1993 when the  reorganization  of the
General Partners occurred, as described on the previous page.


     Neil I. Jowell is Director and Chairman of TGH,  TEM, TL, TCC and TFS and a
member  of  the  Investment   Advisory   Committee  and  Audit   Committee  (see
"Committees"  below). Mr. Jowell became Director and Chairman of TEM in 1994. He
has served on the Board of Trencor  Ltd.  (Trencor)  since 1966 and as  Chairman
since 1973. He is also a Director of Mobile  Industries  Ltd.  (Mobile) (1969 to
present),  which is the major shareholder in Trencor,  a publicly traded company
listed on the JSE Securities  Exchange South Africa.  Trencor's core business is
the owning,  financing,  leasing and  managing of marine  cargo  containers  and
returnable  packaging units  worldwide,  finance  related  activities and supply
chain  management  services.  Other  interests are the manufacture and export of
tank containers for international markets and road trailer manufacturing.  He is
also a Director of a number of Mobile and  Trencor's  subsidiaries.  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 TGH in 1992.  Mr.  Jowell has over 40 years'  experience  in the
transportation  industry. He holds an M.B.A. degree from Columbia University and
Bachelor of Commerce and Ll.B.  degrees from the  University  of Cape Town.  Mr.
Neil I. Jowell and Mr. Cecil Jowell are brothers.

     John A.  Maccarone is President,  CEO and Director of TGH, TEM, TL, TCC and
TFS. Mr. Maccarone became  President,  CEO of TGH, TL, TCC and TFS in 1998 and a
director of TEM in 1994. 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  TGH,  TL,  TCC  and  TFS.
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, TCC and TFS.  Mr.  Hoelter  became a
director of TEM in 1994. In addition,  Mr.  Hoelter is a member of the Equipment
Investment Committee,  the Investment Advisory Committee and the Audit Committee
(see  "Committees",  below).  Mr. Hoelter was the President and Chief  Executive
Officer of TGH and TL from 1993 to 1998 and was a  director  of TEM and TL until
March 2003. Mr. Hoelter serves as a consultant to Trencor (1999 to present). Mr.
Hoelter  became a  director  of  Trencor  in  December  2002 and he  serves as a
director of Trenstar Ltd., a Trencor  affiliate.  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.

     Philip K. Brewer is Senior Vice President - Asset  Management Group and has
been such since 1999.  Mr. Brewer has been a director of TL since 2000 and was a
director of TEM from August 2002 through March 2003. 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 responsible for
worldwide sales and marketing related  activities and operations since 1999. Mr.
Pederson  has also served as a Director of TEM,  since 1997.  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 has been such since 1999.  Mr.  Furtado is a Director of TCC
and TFS,  and has served as such since 1997.  He was a director of TEM from 2002
through  March 2003 and became a director  of TL in March  2003.  As Senior Vice
President,  CFO and Secretary,  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 and
has served as such since 2001. In this capacity, Mr. Coan is responsible for the
worldwide  information  systems  of  Textainer.  He also  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 and has served as such since 1997.  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 and has served as such since 1996.  Mr. Mak most recently
was the Regional Manager,  Southeast Asia, for Trans Ocean Leasing, 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 and has served as such since 1996. 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 and has
served as such since 1993. 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
and has  served  as  such  since  1996.  He is also a  member  of the  Equipment
Investment  Committee and the Credit Committee (see  "Committees",  below).  Mr.
Sowry  supervises  all  international  container  operations,   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 and has served as such since 1996. 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 has held a number of positions at Textainer, including
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
and has served as such since 1993. 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 and
has served as such since 2001.  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 was a  director  of TL
through March 2003. 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, and beginning in March 2003,
a director of TEM. 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. Mr.  Morris  became a
director  of TEM in 1994.  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)  and  Continental  Trust
Corporation Limited (1994 to date).  Continental Management Limited is a Bermuda
corporation  that  provides   corporate   representation,   administration   and
management  services  and  Continental  Trust  Corporation  Limited is a Bermuda
Corporation  that  provides   corporate  and  individual  trust   administration
services.  He has also  served as a director of Turks & Caicos  First  Insurance
Company  Limited since 1993.  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.

     Dudley R. Cottingham is Assistant Secretary,  Vice President and a director
of TGH,  TEM and TL. Mr.  Cottingham  became a director of TEM in 1994.  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) and Continental Trust
Corporation  Limited,  which are all 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 Continental
Trust Corporation  Limited is a Bermuda  corporation that provides corporate and
individual trust  administration  services.  He has also served as a director of
Turks & Caicos First Insurance  Company  Limited since 1993. Mr.  Cottingham has
over 20 years experience in public accounting with  responsibility for a variety
of international and local clients.

     Cecil Jowell is a director of TGH, TEM and TL and has been such since March
2003.  Mr.  Jowell is also a Director  and  Chairman of Mobile  Industries  Ltd.
(Mobile), which is a public company, quoted on the JSE Securities Exchange South
Africa.  Mr.  Jowell has been a Director of Mobile since 1969 and was  appointed
Chairman in 1973.  It is the major  shareholder  in Trencor  Ltd.  (Trencor),  a
publicly  traded  company  listed on the JSE  Securities  Exchange South Africa.
Trencor's core business is the owning, financing, leasing and managing of marine
cargo  containers and returnable  packaging  units  worldwide,  finance  related
activities  and  supply  chain  management  services.  Other  interests  are the
manufacture  and export of tank  containers for  international  markets and road
trailer  manufacturing.  He is an Executive  Director of Trencor and has been an
executive  in that group for over 40 years.  Mr.  Jowell is also a Director of a
number of Mobile and Trencor's  subsidiaries as well as a Director of Scientific
Development and Integration (Pty) Ltd, a scientific research company. Mr. Jowell
was a  Director  and  Chairman  of WACO  International  Ltd.,  an  international
industrial  group listed on the JSE Securities  Exchange South Africa,  and with
subsidiaries  listed on the Sydney and London Stock  Exchanges from 1997 through
2000.  Mr.  Jowell  holds a Bachelor  of  Commerce  and Ll.B.  degrees  from the
University  of Cape Town and is a graduate of the  Institute of  Transport.  Mr.
Cecil Jowell and Mr. Neil I. Jowell are brothers.

     Hendrik R. van der Merwe is a Director of TGH, TEM and TL and has served as
such since  March  2003.  Mr.  van der Merwe is also an  Executive  Director  of
Trencor Ltd.  (Trencor) and has served as such since 1998. In this capacity,  he
is  responsible  for certain  operating  entities and  strategic  and  corporate
functions  within the Trencor group of companies.  Trencor is a publicly  traded
company listed on the JSE Securities Exchange South Africa. Its core business is
the owning,  financing,  leasing and  managing of marine  cargo  containers  and
returnable  packaging units  worldwide,  finance  related  activities and supply
chain  management  services.  Other  interests are the manufacture and export of
tank containers for international  markets and road trailer  manufacturing.  Mr.
van der Merwe is currently  also  Chairman of TrenStar,  Inc.,  based in Denver,
Colorado and a Director of various  companies  in the  TrenStar  group and other
companies in the wider Trencor  group and has been such since 2000.  Mr. van der
Merwe served as Deputy Chairman for Waco  International  Ltd., an  international
industrial  group listed on the JSE  Securities  Exchange  South Africa and with
subsidiaries  listed on the Sydney and London Stock Exchanges from 1991 to 1998,
where he served on the  Boards of those  companies.  From 1990 to 1991,  he held
various senior executive positions in the banking sector in South Africa, lastly
as Chief Executive Officer of Sendbank,  the  corporate/merchant  banking arm of
Bankorp  Group Ltd.  Prior to entering  the  business  world,  Mr. van der Merwe
practiced as an attorney at law in Johannesburg, South Africa. Mr. van der Merwe
holds a Bachelor of Arts and Ll.B.  degrees from the University of  Stellenbosch
and an Ll.M (Taxation) degree from the University of the Witwatersrand.

     James E. McQueen  is a  Director  of TGH, TEM and TL and has served as such
since March 2003. Mr. McQueen joined Trencor Ltd. (Trencor) in June 1976 and has
served on the Board of the  company as  Financial  Director  (CFO)  since  1996.
Trencor is a publicly traded company listed on the JSE Securities Exchange South
Africa.  Its core  business is the owning,  financing,  leasing and  managing of
marine cargo  containers  and  returnable  packaging  units  worldwide,  finance
related activities and supply chain management services. Other interests are the
manufacture  and export of road tank  containers for  international  markets and
trailer  manufacturing.  Mr. McQueen is also a Director of a number of Trencor's
subsidiaries. Prior to joining Trencor,  Mr. McQueen was an accountant in public
practice.  He holds a Bachelor of Commerce  degree from the  University  of Cape
Town and is a Chartered Accountant (South Africa).

     Harold J. Samson is a director of TCC and TFS since 2003 and is a member of
the Investment  Advisory  Committee and the Audit  Committee  (see  Committees",
below).  Through  December 31, 2002, he was a director of TGH and TL. 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.

     Nadine  Forsman  is the  Controller  of TCC and TFS and has  served as such
since 1996.  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),  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 and Neil I. Jowell.

     Additionally,  the  Managing  General  Partner  has  established  an  audit
committee to oversee the accounting and financial reporting processes and audits
of the financial  statements of the  Partnership  as well as other  partnerships
managed by the General Partner.  The members of the audit committee are James E.
Hoelter, Neil I. Jowell and Harold J. Samson.


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. See also Item 13(a) below.

<PAGE>

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, 2003:
<TABLE>
<CAPTION>

                                                                             Number
                    Name of Beneficial Owner                                Of Units       % All Units
                    ------------------------                                --------       -----------
<S>                <C>                                                      <C>            <C>
                    James E. Hoelter                                             438            0.012%
                    John A. Maccarone                                            500            0.014%
                    Harold J. Samson                                           2,500            0.069%
                                                                               -----            ------

                    Directors, Officers and Management as a Group              3,438            0.095%
                                                                               =====            ======
</TABLE>
(c)       Changes in Control.

          Inapplicable.

PART 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, 2002 and 2001, due  from affiliates,  net, is comprised
         of:


                                                              2002         2001
                                                              ----         ----
                     Due from affiliates:
                        Due from TEM...................        $92         $192
                                                                --          ---

                     Due to affiliates:
                        Due to TL......................          1            -
                        Due to TCC.....................         10           14
                        Due to TFS.....................         26           23
                                                                --          ---
                                                                37           37
                                                                --          ---

                     Due from affiliates, net                  $55         $155
                                                                ==          ===

          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.
<PAGE>


          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:
<TABLE>
<CAPTION>

                                                                             2002              2001             2000
                                                                             ----              ----             ----
<S>                                                                         <C>              <C>               <C>
                  TEM...........................................             $  -              $  -             $101
                                                                              ---               ---              ---

         Management fees in connection with the operations of the Registrant:

                                                                             2002              2001             2000
                                                                             ----              ----             ----

                  TEM...........................................             $347              $462             $595
                  TFS...........................................               72               151              195
                                                                              ---               ---              ---
                  Total.........................................             $419              $613             $790
                                                                              ===               ===              ===

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

                                                                             2002              2001             2000
                                                                             ----              ----             ----

                  TEM...........................................             $207              $248             $323
                  TFS...........................................               32                36               48
                                                                              ---               ---              ---
                  Total.........................................             $239              $284             $371
                                                                              ===               ===              ===
</TABLE>

(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.


ITEM 14.  CONTROLS AND PROCEDURES

Based on an evaluation of the Partnership's  disclosure  controls and procedures
(as defined in Rules 13a-14 and 15d-14 of the  Securities  Exchange Act of 1934)
conducted  within  ninety days of the filing date of this  report,  the managing
general partner's  principal  executive officer and principal  financial officer
have found those  controls and  procedures to be  effective.  There have been no
significant  changes in the Partnership's  internal controls or in other factors
that could  significantly  affect these controls subsequent to the date of their
evaluation   including  any  corrective   actions  with  regard  to  significant
deficiencies and material weaknesses.

<PAGE>

                                     PART IV


ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)   1.  Audited  financial  statements  of the  Registrant  for the year ended
          December 31, 2002 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

          Exhibits 99.1  and 99.2  Certifications  pursuant to 18 U.S.C. Section
          1350, as adopted, and regarding  Section 906 of the Sarbanes-Oxley Act
          of 2002.

          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 2002, 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  14,  2003,  we  reported  on the  balance  sheets of
Textainer  Equipment  Income Fund II, L.P. (the  Partnership) as of December 31,
2002 and 2001,  and the related  statements of earnings,  partners'  capital and
cash flows for each of the years in the  three-year  period  ended  December 31,
2002,  which are included in the 2002 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 15.  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 14, 2003

<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, 2002:

Allowance for
  doubtful accounts                                    $114         $ 19            $ -          $ (52)        $ 81
                                                        ---          ---             --           ----          ---

Accrued recovery costs                                 $ 93         $ 43            $ -          $(128)        $  8
                                                        ---          ---             --           ----          ---

Accrued damage protection
  plan costs                                           $107         $ 87            $ -          $ (68)        $126
                                                        ---          ---             --           ----          ---



For the year ended December 31, 2001:

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

Accrued recovery costs                                 $ 88         $ 43            $ -          $ (38)        $ 93
                                                        ---          ---             --           ----          ---

Accrued damage protection
  plan costs                                           $151         $157            $ -          $(201)        $107
                                                        ---          ---             --           ----          ---


For the year ended December 31, 2000:

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

Accrued recovery costs                                 $ 74         $ 60            $ -          $ (46)        $ 88
                                                        ---          ---             --           ----          ---

Accrued damage protection
  plan costs                                           $272         $129            $ -          $(250)        $151
                                                        ---          ---             --           ----          ---
</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
                      Chief Financial Officer

Date:  March 26, 2003

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>


_____________________________________            Chief Financial Officer, Senior              March 26, 2003
Ernest J. Furtado                                Vice President, Secretary and
                                                 Director (Chief Financial and
                                                 Principal Accounting Officer)




_____________________________________            President and Director                       March 26, 2003
John A. Maccarone



_____________________________________            Chairman of the Board and Director           March 26, 2003
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
                                        Chief Financial Officer

Date:  March 26, 2003

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
_______________________________________          Chief Financial Officer, Senior              March 26, 2003
Ernest J. Furtado                                Vice President, Secretary and
                                                 Director (Chief Financial and
                                                 Principal Accounting Officer)



/s/ John A. Maccarone
_______________________________________          President and Director                       March 26, 2003
John A. Maccarone


/s/ Neil I. Jowell
_______________________________________          Chairman of the Board and Director           March 26, 2003
Neil I. Jowell

</TABLE>
<PAGE>


CERTIFICATIONS

I, John A. Maccarone, certify that:

1.   I  have  reviewed this  annual report  on  Form 10-K of Textainer Equipment
     Income Fund II, L.P.;

2.   Based on  my knowledge, this annual  report  does  not  contain  any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based  on  my  knowledge,  the  financial statements, and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.)   designed such  disclosure  controls  and  procedures  to ensure  that
           material  information relating  to  the  registrant,   including  its
           consolidated subsidiaries, is made known to us by others within those
           entities,  particularly during the period in which this annual report
           is being prepared;

     b.)   evaluated the effectiveness  of the  registrant's disclosure controls
           and procedures as of a date within 90 days  prior to  the filing date
           of this annual report ( the "Evaluation Date"); and

     c.)   presented  in  this   annual  report   our   conclusions   about  the
           effectiveness of the disclosure  controls and procedures based on our
           evaluation as of the Evaluation Date;

5.   The registrant's  other  certifying  officers  and I  have disclosed, based
     on  our most recent evaluation,  to the registrant's auditors and the audit
     committee of  registrant's  board  of directors  (or persons performing the
     equivalent function):

     a.)   all  significant  deficiencies in the design or operation of internal
           controls which could  adversely  affect  the  registrant's ability to
           record,  process,  summarize  and  report  financial  data  and  have
           identified for  the registrant's  auditors any material weaknesses in
           internal controls ; and

     b.)   any fraud, whether or not material, that involves management or other
           employees who have  a significant  role  in the registrant's internal
           controls; and

6.   The  registrant's  other certifying  officers and I have  indicated in this
     annual report whether there were significant  changes in  internal controls
     or  in other  factors that could  significantly  affect  internal  controls
     subsequent  to the  date of  our  most  recent  evaluation,  including  any
     corrective actions  with  regard  to significant  deficiencies and material
     weaknesses.


March 26, 2003

                                           /s/ John A. Maccarone
                                           _____________________________________
                                           John A. Maccarone
                                           President and Director of TFS


<PAGE>


CERTIFICATIONS

I, Ernest J. Furtado, certify that:

1.   I  have  reviewed this  annual report  on  Form 10-K of Textainer Equipment
     Income Fund II, L.P.;

2.   Based on  my knowledge, this annual  report  does  not  contain  any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based  on  my  knowledge,  the  financial statements, and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.)   designed  such  disclosure  controls  and  procedures to ensure  that
           material  information  relating  to  the  registrant,  including  its
           consolidated subsidiaries, is made known to us by others within those
           entities,  particularly during the period in which this annual report
           is being prepared;

     b.)   evaluated the effectiveness  of the  registrant's disclosure controls
           and procedures as of a date within 90 days  prior to  the filing date
           of this annual report ( the "Evaluation Date"); and

     c.)   presented  in  this   annual  report   our   conclusions   about  the
           effectiveness of the disclosure  controls and procedures based on our
           evaluation as of the Evaluation Date;

5.   The registrant's  other  certifying  officers  and I  have disclosed, based
     on  our most recent evaluation,  to the registrant's auditors and the audit
     committee of  registrant's  board  of directors  (or persons performing the
     equivalent function):

     a.)   all  significant  deficiencies in the design or operation of internal
           controls which could  adversely  affect  the  registrant's ability to
           record,  process,  summarize  and  report  financial  data  and  have
           identified for  the registrant's  auditors any material weaknesses in
           internal controls ; and

     b.)   any fraud, whether or not material, that involves management or other
           employees who have  a significant  role  in the registrant's internal
           controls; and

6.   The  registrant's  other certifying  officers and I have  indicated in this
     annual report whether there were significant  changes in  internal controls
     or  in other  factors that could  significantly  affect  internal  controls
     subsequent  to the  date of  our  most  recent  evaluation,  including  any
     corrective actions  with  regard  to significant  deficiencies and material
     weaknesses.


March 26, 2003

                                 /s/ Ernest J. Furtado
                                 _______________________________________________
                                 Ernest J. Furtado
                                 Chief Financial Officer, Senior Vice President,
                                 Secretary and Director of TFS

<PAGE>



                                  EXHIBIT 99.1



                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                        AS ADOPTED, REGARDING SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002



In  connection  with the Annual  Report of Textainer  Equipment  Income Fund II,
L.P., (the  "Registrant")  on Form 10-K for the year ended December 31, 2002, as
filed on March  26,  2003  with the  Securities  and  Exchange  Commission  (the
"Report"),  I, John A.  Maccarone,  the  President  and  Director  of  Textainer
Financial Services  Corporation  ("TFS") and Principal Executive Officer of TFS,
the Managing General Partner of the Registrant,  certify,  pursuant to 18 U.S.C.
ss. 1350, as adopted,  regarding Section 906 of the  Sarbanes-Oxley Act of 2002,
that:

     (i)   The Report fully complies with  the requirements of Section  13(a) or
           15(d) of the Securities Exchange Act of 1934; and

     (ii)  The  information  contained  in the  Report fairly  presents, in  all
           material respects, the financial condition, results of operations and
           cash flows of the Registrant.



March 26, 2003



                                   By  /s/ John A. Maccarone
                                       ______________________________________
                                       John A. Maccarone
                                       President and Director of TFS


<PAGE>



                                  EXHIBIT 99.2



                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                        AS ADOPTED, REGARDING SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002



In  connection  with the Annual  Report of Textainer  Equipment  Income Fund II,
L.P., (the  "Registrant")  on Form 10-K for the year ended December 31, 2002, as
filed on March  26,  2003  with the  Securities  and  Exchange  Commission  (the
"Report"), I, Ernest J. Furtado, Chief Financial Officer, Senior Vice President,
Secretary and Director of Textainer  Financial Services  Corporation ("TFS") and
Principal  Financial and Accounting Officer of TFS, the Managing General Partner
of the  Registrant,  certify,  pursuant  to 18  U.S.C.  ss.  1350,  as  adopted,
regarding Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (i)   The Report fully complies with  the requirements of Section  13(a) or
           15(d) of the Securities Exchange Act of 1934; and

     (ii)  The  information  contained  in the  Report fairly  presents, in  all
           material respects, the financial condition, results of operations and
           cash flows of the Registrant.




March 26, 2003



                             By  /s/ Ernest J. Furtado
                                 _______________________________________________
                                 Ernest J. Furtado
                                 Chief Financial Officer, Senior Vice President,
                                 Secretary and Director of TFS