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


March 30, 2005


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, 2004.

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, 2004

                         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). Yes __ No X
                                              ---

State the aggregate market value of the voting and non-voting common equity held
by  nonaffiliates  computed by reference to the price at which the common equity
was last sold, or the average bid and asked 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


Incorporated  into Part I of this report,  the  information  in Item 8.01 in the
Registrant's  Report on Form 8-K,  filed with the  Commission on March 22, 2005;
Incorporated  into Part IV of this report,  the Asset Sale Agreement between the
Registrant and RFH, Ltd.,  Appendix A to the Proxy Statement for Special Meeting
of  Limited  Partners,  as filed  with the  Commission  under  Section 14 of the
Securities  Exchange Act of 1934 on January 20, 2005; and  Registrant's  limited
partnership agreement, Exhibit A to the 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

(a)            General Development of Business

               The  Registrant  is  a  California   Limited   Partnership  ("the
               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.
               Through  December 31, 2004, 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  Partnership,  along  with five  other  limited  partnerships
               managed  by  the  general  partners  and  their  affiliates,  has
               negotiated  a sale  of  substantially  all of its  assets  in one
               transaction  (the "Asset Sale" or the  "Proposed  Asset Sale") to
               RFH, Ltd.  ("RFH" or the "Buyer").  The Asset Sale was subject to
               the  approval  of  limited  partners  holding a  majority  of the
               Partnership's  limited  partnership units at a Special Meeting of
               the limited  partners.  On March 21, 2005, the Special Meeting of
               limited partners was held and the limited  partners  approved the
               sale and the Partnership's termination and dissolution.  For more
               information on the meeting and its results,  see Item 4 below. On
               that same date, an Asset Sale Agreement  between the  Partnership
               and RFH became binding on the  Partnership.  As part of this sale
               transaction,  RFH  will  engage  Textainer  Equipment  Management
               Limited, one of the general partners, to manage the equipment RFH
               is buying, pursuant to a management agreement which is more fully
               disclosed under Item 13 below.

               Although the limited partners have approved the Asset Sale, it is
               not known whether or not the Asset Sale will close because of two
               lawsuits  filed in March  of 2005  and  described  in Item 3. The
               Asset Sale  Agreement,  provides,  among other  things,  that the
               Buyer is not  obligated  to  close  unless  specified  conditions
               precedent are  satisfied.  At least two of those  conditions  are
               affected  by the  lawsuits  discussed  in  Item 3.  One of  those
               conditions   precedent  is  that  no   preliminary  or  permanent
               injunction or other order issued by any federal or state court of
               competent  jurisdiction  in the  United  States or by any  United
               States  federal or state  governmental  or regulatory  body which
               restrains,   enjoins  or  otherwise  prohibits  the  transactions
               contemplated by the Asset Sale Agreement shall be in effect,  nor
               shall  any  request  for any  such  injunction  be  pending.  The
               lawsuits do seek such an  injunction.  Another  condition is that
               the following  representation  by the  Partnership be true in all
               material respects as of the closing:

                    "There are no actions,  suits or proceedings  pending, or to
                    Seller's knowledge,  threatened,  against Seller or the Sale
                    Containers  and the other  Sold  Assets  before  any  court,
                    arbitrator,  administrative  or  governmental  body that, if
                    adversely  determined,  would  hinder  or  prevent  Seller's
                    ability to carry out the  transactions  contemplated by this
                    Agreement  or affect the right,  title or interest of Seller
                    in the Sale  Containers  or the other Sold  Assets,  and, to
                    Seller's knowledge,  there is no basis for any such suits or
                    proceedings."

               The  pendency  of the  lawsuits  means that this  representation,
               though true when the Asset Sale  Agreement was  executed,  is not
               now correct.  The Asset Sale  Agreement  provides that unless the
               Buyer expressly waives these conditions (and any other conditions
               that are not satisfied) in writing, the Buyer is not obligated to
               consummate  the  purchase and sale of assets under the Asset Sale
               Agreement.  The Buyer has not notified the Partnership of what it
               intends to do.

               If the sale is  completed  in  accordance  with the  terms of the
               Asset Sale Agreement as executed on November 30, 2004, it will be
               effective as of January 1, 2005.  In that case,  the  Partnership
               had  originally  planned to  distribute  to the  partners the net
               proceeds of this sale,  plus any  previously  undistributed  cash
               from  operations and proceeds from the normal sale of containers,
               less estimated expenses expected to be incurred through the final
               winding up and termination of the Partnership.  The plans to make
               these distributions appear to be contested by at least one of the
               lawsuits.  The Partnership plans to terminate its existence after
               payment of the  liquidating  distributions,  but these  plans may
               alter  depending on the course of the lawsuits.  In the event the
               Asset Sale is not  completed,  the  Partnership  will  proceed as
               provided under its partnership agreement as amended.

               See Item 3 herein for a discussion of legal  proceedings  related
               to the above sale.  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  Partnership
               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  Partnership  operate in a
               similar  manner by  owning a  worldwide  fleet of  transportation
               containers and leasing these containers to international shipping
               lines 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 Partnership,  in which case the Partnership agrees to pay the
               cost of repairing  certain  physical damage to containers.  (This
               later  arrangement is called the "Damage  Protection  Plan.") The
               Partnership,  and not the lessee,  is responsible for maintaining
               the   containers   and   repairing   damage   caused   by  normal
               deterioration of the containers.  This maintenance and repair, as
               well as any repairs  required under the Damage  Protection  Plan,
               are performed in depots in major port areas by independent agents
               retained for the Partnership by the general partners.  These same
               agents  handle  and  inspect  containers  that are  picked  up or
               redelivered  by lessees,  and these agents store  containers  not
               immediately subject to re-lease.

               Container leasing companies compete with one another on the basis
               of lease rates, fees charged,  services provided and availability
               of  equipment.  By  maintaining  the highest  lease rates and the
               highest equipment  utilization allowed by market conditions,  the
               Partnership attempts to generate revenue and profit.

               The  majority  of the  Partnership'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 the
               lessee's  possession  (whether or not it is used), is responsible
               for  certain  types of  damage,  and must  insure  the  container
               against liabilities.

               Equipment  not  subject to master  leases  may  instead be leased
               under long-term lease agreements. Unlike master lease agreements,
               long-term  lease  agreements  provide for containers to be leased
               for  periods  of between  three to five  years.  Such  leases are
               generally   cancelable   with  a  penalty  at  the  end  of  each
               twelve-month  period.  Another  type of lease,  a direct  finance
               lease,   currently   covers  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.

               Leases  specify an array of port  locations  where the lessee may
               pick up or return the containers. The Partnership incurs expenses
               in repositioning  containers to a better location when containers
               are  returned  to a location  that has an  over-supply.  Sales of
               containers in these low demand  locations can occur, if a sale is
               judged a better  alternative to repositioning  and re-leasing the
               container.

               The Registrant is currently in its "liquidation  phase" under its
               original  business  plan.  Regular  leasing  operations  continue
               during this phase,  but the  Registrant  is allowing its fleet to
               permanently   diminish  through  sales  of  containers.   Through
               December 31,  2004,  sales of  containers  to date have been made
               only gradually, rather than in large transactions.  See Item 1(a)
               above and Item 7 herein.

(c)(1)(ii)     Inapplicable.

(c)(1)(iii)    Inapplicable.

(c)(1)(iv)     Inapplicable.

(c)(1)(v)      Inapplicable.

(c)(1)(vi)     Inapplicable.

(c)(1)(vii)    One lessee  accounted for 11% of total revenue of the  Registrant
               for the year ended  December  31, 2004.  No other  single  lessee
               accounted for 10% or more of the total revenue of the Registrant.
               The Partnership has insurance that would cover loss of revenue as
               a result of default under all its leases, as well as the recovery
               cost or replacement value of all its containers,  including those
               of this lessee. The insurance covers loss of lease revenues for a
               specified  period of time,  not  necessarily  for the term of the
               lease.  The  insurance  is  renewable  annually,  and the General
               Partners  believe that it is probable that the Partnership  would
               be able to recover  insurance  proceeds in the event of a default
               or loss by this lessee. Because of this insurance and because the
               Partnership  would  likely  be able,  over a period  of time,  to
               re-lease  or  sell  any  containers  that  were  returned  to the
               Partnership by this lessee, the General Partners believe that the
               loss of this lessee would not have a material  adverse  impact on
               the Partnership's  operating  results.  Because these are forward
               looking  statements,  there can be no assurance  that events will
               occur as the General  Partners have predicted.  These  statements
               could be affected by material adverse events in the future,  such
               as the  Partnership's  loss  of  insurance  or the  Partnership's
               inability to re-lease or sell containers that are returned to the
               Partnership.

(c)(1)(viii)   Inapplicable.

(c)(1)(ix)     Inapplicable.

(c)(1)(x)      Among  the  various  leasing  companies,   the  top  ten  control
               approximately  87% 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 Partnership and the
               manager of its marine container equipment,  is one of the largest
               standard  dry  freight  container  leasing  company  and  manages
               approximately  13% of the equipment held by all container leasing
               companies.  The  customers  for leased  containers  are primarily
               international  shipping  lines.  The  Partnership  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 in the past
               several  years,  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 Partnership.

               Furthermore,  changes in worldwide demand for shipping can create
               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
               Partnership'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. Shipping
               lines have an advantage  over  container  leasing  companies with
               respect to these low demand locations, because the shipping lines
               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.  The number and size of
               these low demand locations has recently been  decreasing,  due to
               improved  global  demand for  shipping,  but no assurance  can be
               given that this trend will continue.

               Beginning in 2004, a worldwide steel shortage caused  significant
               increases in new  container  prices and limited the number of new
               containers being built. As a result, demand for leased containers
               increased in the first  quarter of 2004 and has  remained  strong
               through 2004.

(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),  and  the  Managing  General  Partner  of the
               Registrant,  is  responsible  for the overall  management  of the
               business  of  the  Registrant  and at  December  31,  2004  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, 2004
               had a total of 148 employees.

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

               The Registrant is involved in leasing containers to international
               shipping lines for use in world trade. Approximately 20%, 15% and
               12% of the  Registrant's  rental  revenue  during the years ended
               December 31, 2004, 2003, and 2002, 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.  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, 2004, the Registrant owned the following types and quantities
of equipment:


                    20-foot standard dry freight containers          886
                    40-foot standard dry freight containers        3,270
                    40-foot high cube dry freight containers       3,650
                                                                   -----
                                                                   7,806
                                                                   =====

During  December 2004,  approximately  95% of these  containers were on lease to
international  shipping lines,  and the balance were being stored primarily at a
large number of storage depots located worldwide.

See Item 7, "Results of Operations"  for more  information  about changes in the
size of the Registrant's  container fleet,  container sales and write-downs,  as
well as the location of the Registrant's off-lease containers.

ITEM 3.      LEGAL PROCEEDINGS

On March 8, 2005, a lawsuit was filed in the United  States  District  Court for
the  Northern  District  of  California,   captioned:   Robert  Lewis  and  City
Partnerships  Co.,  Plaintiffs  v.  Textainer  Equipment  Income Fund II,  L.P.;
Textainer  Equipment Income Fund III, L.P.;  Textainer Equipment Income Fund IV,
L.P.;  Textainer Equipment Income Fund V, L.P.;  Textainer Equipment Income Fund
VI, L.P.; Textainer Equipment  Management Limited;  Textainer Financial Services
Corporation;  Textainer Capital  Corporation;  Textainer Group Holdings Limited;
John A.  Maccarone;  and  RFH,  LTD.,  Defendants,  Case  No. C 05 0969 MMC (the
"complaint"). The complaint seeks  certification  as a class action on behalf of
holders  of  limited   partnership   units  of  the  Registrant  and  the  other
partnerships named in the complaint.

The complaint refers to the proxy statement sent on or about January 20, 2005 in
connection with the Special  Meeting of Limited  Partners held on March 21, 2005
for the  Partnership.  The  complaint  alleges  securities  law  violations,  by
material  misstatements and omissions in the proxy statement,  and also breaches
of fiduciary  duties by the General  Partners.  Plaintiffs  claim that the proxy
statement  fails to disclose  facts that  suggest  that the  purchase  price the
Partnership is receiving from the Asset Sale is inadequate.  The alleged omitted
fact is that the prices of  shipping  containers  have risen since the time that
the terms of sale were initially  agreed to in July 2004.  The General  Partners
are also alleged to have had  conflicts  of interest and self dealing  unfair to
the Limited  Partners in that they required that any purchaser retain one of the
general partner  entities as managing agent for the containers  purchased in the
Asset Sale,  thereby  continuing to profit from the increased prices of shipping
containers.  The complaint  further alleges that the Buyer aided and abetted the
General Partners in the breach of fiduciary duties.

The complaint seeks an injunction  against  proceeding with the Special Meeting,
an injunction  against  engaging in the Asset Sale or in the  alternative if the
injunction  is not  granted,  a  rescission  of the Asset  Sale or damages in an
unspecified amount.

On March 18, 2005, the request for a temporary restraining order was denied.

On March 21,  2005,  a second  lawsuit was filed in the United  States  District
Court for the Northern  District of California,  captioned  "Alan P. Gordon,  as
Trustee for the Gordon  Family Trust,  individually  and on behalf of all others
similarly situated,  Plaintiffs,  v. Textainer  Financial Services  Corporation;
Textainer  Equipment  Management Limited;  Textainer Limited;  Textainer Capital
Corporation; Textainer Group Holdings Limited; John A. Maccarone; and RFH, LTD.,
Defendants,  and TCC Equipment  Income Fund, a California  Limited  Partnership;
Textainer  Equipment Income Fund II, L.P.;  Textainer Equipment Income Fund III,
L.P.;  Textainer Equipment Income Fund IV, L.P.; Textainer Equipment Income Fund
V, L.P.; and Textainer Equipment Income Fund VI, L.P., Nominal Defendants," Case
No. C 05 1146 CRB (the "second complaint").

The second complaint seeks  certification as a class action on behalf of holders
of limited  partnership units of the Registrant and the other partnerships named
in the complaint.  This second complaint also alleges material misstatements and
omissions in the proxy statement,  resulting in securities law violations, which
in turn are alleged to have  deprived  the  plaintiffs  of a  legitimate  voting
process with respect to the Asset Sale. One of the material misstatements and/or
omissions  alleged in the proxy  statement is that the price at which the assets
are to be sold is  materially  lower than current  market values for the assets.
The plaintiffs are alleged to suffer  substantial  damages upon  consummation of
the Asset Sale. This second complaint further alleges breaches of fiduciary duty
by the general partners,  Textainer Group Holdings  Limited,  and Mr. Maccarone,
due to the facts that (i)  solicitation  of bids with  respect to the Asset Sale
was conditioned on the buyer's acceptance of a management  agreement with one of
the general  partners  covering the assets sold,  which  condition is alleged to
have deterred competing  container leasing companies from bidding for the assets
and (ii) the Asset Sale  Agreement  allowed  for the  purchase  price paid to be
adjusted  downward during a time when the prices for used containers are alleged
to have been  increasing.  A further  breach of  fiduciary  duty is  alleged  on
account of the failure to disclose all material facts concerning transactions in
which the defendants named in the preceding  sentence had a financial  interest.
The Buyer,  RFH,  is also  alleged to have aided and abetted  these  breaches of
fiduciary duty.

The second complaint seeks an injunction against the Asset Sale, or if the Asset
Sale is consummated,  the imposition of a constructive  trust on the assets sold
and the sales proceeds  received,  a  constructive  trust on the receipt of fees
paid under the management  agreement between one of the general partners and RFH
and  disgorgement  of those fees to the  plaintiffs,  damages in an  unspecified
amount, interest, reasonable attorneys' and experts' fees and costs.


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

Proxies were  solicited  beginning  in January of 2005 and a Special  Meeting of
Limited  Partners  was held on March 21,  2005.  Matters for which  proxies were
solicited  and votes taken at the Special  Meeting  were (i) the approval of the
sale of  substantially  all of the  assets  of the  Registrant  for cash and the
authorization of the dissolution,  winding up and termination of the Registrant;
(ii) the approval of certain amendments to the Registrant's  limited partnership
agreement  giving the managing  general  partner the power and authority to sell
the  Registrant's  assets  if the  Asset  Sale is not  completed;  and (iii) the
adjournment of the special meeting to solicit additional  proxies, if necessary.
The number of votes cast for and against,  as well as the number of  abstentions
is  detailed  under  Item 8.01 in the Form 8-K  filed  with the  Securities  and
Exchange  Commission on March 22, 2005,  which  information is  incorporated  by
reference.

For additional information concerning the Asset Sale referred to in subparagraph
(i) and the  associated  plan for  liquidation,  see Item 1(a)  above,  "General
Development of Business."
<PAGE>

                                     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, 2005, there were 4,478 holders of record of
                    limited partnership interests in the Registrant.

(b)(2)              Inapplicable.

(c)     Dividends.

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.  During  the  year  ended  December  31,  2004,  the  Registrant  paid
distributions  at an annualized  rate equal to 5.1% of a Unit's  initial cost or
$1.01 per Unit per year.  For the year ended  December 31, 2003,  the Registrant
paid  distributions at an annualized rate equal to 5.0% of a Unit's initial cost
or $0.99 per Unit per year.

For  information  about the amount of  distributions  paid  during the five most
recent fiscal years, see Item 6, "Selected Financial Data."


<PAGE>



The Partnership  made a January 2005  distribution  related to 2004  operations.
Since the Proposed  Asset Sale would be effective  January 1, 2005, if completed
in accordance with the terms of the Asset Sale Agreement as executed on November
30, 2004, the Partnership has temporarily suspended  distributions.  While there
is no guarantee that the Asset Sale will be completed,  if it is completed,  the
Partnership  had  originally  planned  to  make  liquidating   distributions  as
described  in  Item  1(a)  above.  If  the  Asset  Sale  is not  completed,  the
Partnership will resume paying monthly distributions.


Part 701:           Inapplicable.

Part 703:           Inapplicable.

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


                                                             (Amounts in thousands except for per unit amounts)
                                                                           Years Ended December 31,
                                           --------------------------------------------------------------------------------
                                               2004             2003            2002             2001            2000
                                               ----             ----            ----             ----            ----
<S>                                           <C>              <C>              <C>            <C>              <C>
Rental income (1)......................     $  4,454         $  4,687        $  4,712         $  6,053        $  7,772

(Loss) income from operations (2)......     $   (180)        $    757        $     80         $    459        $  2,436

Net (loss) earnings....................     $   (175)        $    761        $     87         $    515        $  2,566

Net (loss) earnings per unit
  of limited partner interest .........     $  (0.06)        $   0.20        $   0.01         $   0.12        $   0.68

Distributions per unit of
  limited partner interest (3).........     $   1.01         $   0.99        $   0.99         $   1.97        $   1.60

Distributions per unit of  limited
partner interest representing  a return
of capital.............................     $   1.01         $   0.79        $   0.98         $   1.85        $   0.92

Total assets...........................     $ 11,868         $ 15,811        $ 18,738         $ 22,671        $ 29,763
</TABLE>

(1)  The Registrant  entered its liquidation phase in July 2001, from which time
     the  Registrant  has no longer been  replenishing  its  container  fleet by
     purchasing  containers.  Sales of containers now  permanently  diminish the
     Registrant's  fleet.  For  information  about  changes  in the  size of the
     Registrant's fleet, see Item 7.

(2)  The loss from operations  reported for the year ended December 31, 2004 was
     primarily  due to the  write  down  of the  Partnership's  containers.  For
     information regarding the write down, see Item 7.

(3)  As noted above, the Registrant  entered its liquidation phase in July 2001,
     from  which time  forward it began  distributing  its  excess  cash,  after
     redemptions and working capital reserves.  This cash includes some proceeds
     from container sales, as well as cash from operations. See Item 7.


<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, 2004,
2003 and 2002.  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.

Introduction

The  Partnership is a finite-life  entity whose  principal  business is to own a
fleet of  containers  for  lease to the  international  shipping  industry.  The
Partnership's revenues come primarily from the rental income generated by leased
containers  and, to a smaller  extent,  from services  related to rental income,
such as  handling  charges  paid by lessees.  The  Partnership's  revenues  are,
therefore,  dependent  on  demand  for  leased  containers.  Demand  for  leased
containers drives not only the percentage of the  Partnership's  containers that
are on lease (utilization),  but also, to a certain extent, the rental rates the
Partnership  can charge  under its  leases.  When demand  declines,  utilization
falls,  and the  Partnership has fewer  containers on lease,  often earning less
revenue,  and more containers  off-lease  incurring storage expense. In times of
reduced demand, then, the Partnership has higher expenses and may have to reduce
revenues further by offering  lessees  incentives such as free rental periods or
credits.  Conversely,  in times of increased  demand,  rental revenues  increase
because the  Partnership  has more  containers on lease,  rental rates sometimes
rise,  and expenses will drop because the  Partnership  no longer incurs as many
charges to store or reposition off-lease containers. The General Partners try at
all times to take advantage of the opportunities  created by different levels of
demand for leased containers,  either by changing services, lease terms or lease
rates offered to customers or by concentrating on different geographic markets.

Demand for containers is driven by many factors, including the overall volume of
worldwide  shipping,  the  number  of  containers  manufactured,  the  number of
containers  available  for lease in specific  locations  and the capacity of the
worldwide shipping industry to transport containers on its existing ships. Since
many of the  Partnership's  customers are shipping lines that also own their own
containers, the price and availability of new containers directly affects demand
for leased  containers.  If  shipping  lines have the cash or  financing  to buy
containers and find that alternative  attractive,  demand for leased  containers
will fall.  Competition  for shipping  lines'  business has  increased in recent
years due to  operational  consolidations  among shipping lines and the entry of
new leasing  companies  that compete with  entities like the  Partnership.  This
competition has generally driven down rental rates and allowed shipping lines to
obtain  other  favorable  lease  terms.  Due to the recent rise in price for new
containers, though demand for leased containers by shipping lines has increased.
Current demand and related market  conditions for containers are discussed below
under "Results of Operations; Current Market Conditions for Leased Containers."

In addition to leasing  containers,  the Partnership  also sells containers from
time to time.  Containers  are generally  sold either at the end of their useful
life, or when an economic analysis indicates that it would be more profitable to
sell a  container  rather  than to  continue to own it. An example of the latter
would be when  re-leasing  a container  might be  relatively  expensive,  either
because of  expenses  required  to repair the  container  or to  reposition  the
container to a location where the container could be readily leased.

Through  December  31, 2004,  the  Partnership  has  generally  sold  containers
individually.  As discussed below under  "Possible Sale of Partnership  Assets,"
the  Partnership  has entered  into an Asset Sale  Agreement  to sell all of its
remaining container fleet.

When the Partnership has sold its containers individually,  sales have primarily
been made to wholesalers  who  subsequently  sell to buyers such as mini-storage
operators,   construction   companies,   farmers  and  other  non-marine  users.
Additionally,  if a container  is lost or  completely  damaged by a lessee,  the
Partnership  has  received  proceeds  from  the  lessee  for  the  value  of the
container.  The Partnership  counts these  transactions as sales, as well as the
more traditional sales to wholesalers.  Generally,  from 1998 through 2002, used
container prices declined, causing the Partnership to realize less from the sale
of its used containers.  Used container sales prices stabilized in 2002 and 2003
and increased in 2004.

The  Partnership's  operations  and  financial  results are also affected by the
price of new  containers.  The price for new  containers  fell from 1995 through
2003. This decrease significantly depressed rental rates. This decrease has also
caused the Partnership to evaluate the carrying cost of its container fleet, and
has resulted in write-downs of some  containers the  Partnership  has decided to
sell.  These  matters are  discussed  in detail  below under the caption  "Other
Income and Expenses:  Write Down of Containers:  Specific Containers  Identified
for Sale." Prior to the start of the Partnership's  liquidation period, which is
discussed  below,  the Partnership  purchased new containers,  which allowed the
Partnership  to  receive  some  benefit  from  the  decrease  in  price  for new
containers.

During 2004, new container  prices  increased  significantly  due to a worldwide
shortage of steel,  which resulted in limited  availability  of new  containers.
Although the Partnership is no longer purchasing containers, the increase in new
container  prices and the limited  availability  of new  containers has improved
demand for the  Partnership's  containers.  See "Results of Operations:  Current
Market Conditions for Leased Containers" for a further discussion.

The Partnership is in its liquidation phase, which means that the Partnership no
longer seeks to replenish its container fleet by buying new  containers.  During
this phase, the Partnership  will either (i) sell its remaining  container fleet
to an institutional  investor,  who may continue to lease the containers or (ii)
sell containers  gradually to wholesalers when the containers are at or near the
end of their useful life, or when they come  off-lease and a sale seems to offer
a better  overall  yield than  continued  operation.  As  described  below,  the
Partnership  has  entered  into an  Asset  Sale  Agreement  to  sell  all of its
remaining container fleet.

In June 2004, the  Partnership  compared the carrying value of its containers to
the anticipated estimated price to be realized in the proposed sale. Despite the
improvement in the market for used containers,  the Partnership still found that
the carrying value of some of its older,  more  expensive  containers was higher
than the anticipated estimated price to be realized in the sale. The Partnership
determined that these containers were impaired and recorded a write down expense
to reduce the carrying  value of these  containers  to their  anticipated  sales
price. See "Other Income and Expenses: Write Down of Containers" below.

Possible Sale of Partnership Assets

In November 2004, the Partnership and five other limited partnerships managed by
the General  Partners and their  affiliates  entered into Asset Sale  Agreements
with RFH, Ltd. to sell  substantially  all of their assets. At a Special Meeting
of  Limited  Partners,  held on March 21,  2005,  the  limited  partners  of the
Partnership approved the Proposed Asset Sale.

It is not currently  known  whether the Asset Sale will be completed  because of
two lawsuits  regarding the Asset Sale,  which were filed in March of 2005. As a
result of these lawsuits,  the Partnership is unable to represent that it is not
subject to certain kinds of litigation, as required by the Asset Sale Agreement.
The Buyer may proceed  with the Asset Sale if it  chooses,  but the Buyer is not
now  obligated  to  consummate  the Asset Sale.  The Buyer has not  notified the
Partnership of what it intends to do. The lawsuits are further described in Item
3 above. If the Asset Sale is completed,  the Partnership had originally planned
to distribute to the partners the net proceeds of this sale, plus any previously
undistributed  cash  from  operations  and  proceeds  from  the  normal  sale of
containers,  less estimated  expenses  expected to be incurred through the final
winding  up  and  termination  of the  Partnership.  The  plans  to  make  these
distributions  appear  to be  contested  by at least  one of the  lawsuits.  The
Partnership  plans to terminate its existence  after payment of the  liquidating
distributions,  but  these  plans  may  alter  depending  on the  course  of the
lawsuits.  In the event the Asset Sale is not completed,  the  Partnership  will
continue operations under its liquidation phase.


Liquidity and Capital Resources

Historical

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 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 into its liquidation  phase.  During this phase,
regular leasing operations  continue,  but the Partnership no longer adds to its
fleet by purchasing  additional  containers,  and the General Partners  evaluate
opportunities to sell containers.

General

During the liquidation phase, 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.

Sources of Cash

If the Asset Sale is completed  in accordance  with the  terms of the Asset Sale
Agreement as executed on November  30, 2004,  it will be effective as of January
1, 2005, which will mean that almost all of the Partnership's sources of cash in
2005  will be the  proceeds  from  the  Asset  Sale.  If the  Asset  Sale is not
completed, expected sources of cash are described below.

Rental income and proceeds from container sales are the Partnership's  principal
sources of liquidity,  and the source of funds for distributions.  Rental income
and container sales prices are affected by market conditions for leased and used
containers.  Cash provided from these sources will fluctuate based on demand for
leased and used  containers.  Demand for leased and used containers is discussed
more fully in "Results of Operations." Cash provided by operating  activities is
affected by rental  income,  operating  expenses and the timing of both payments
received  from  lessees  and  payments  made by the  Partnership  for  operating
expenses.  Additionally, a continued stream of rental income is dependent partly
on the Partnership's  ability to re-lease containers as they come off lease. See
the  discussion  of  "Utilization"  below under  "Results of  Operations."  Cash
provided by investing  activities is affected by the number of containers  sold,
the sale price received on these containers and the timing of payments  received
for these sales.  Previously reported cash from operations and sales proceeds is
not indicative of future cash flows as these amounts can fluctuate significantly
based on  demand  for new and used  containers,  fleet  size and  timing  of the
payments made and received.  Fluctuations in rental income,  operating expenses,
and sale  prices for used  containers  are  discussed  more fully in "Results of
Operations."

Operating and investing activities are discussed in detail below.

Cash from Operations

Net cash provided by operating  activities for the years ended December 31, 2004
and 2003, was comparable at $2,993 and $2,997, respectively,  as the increase in
net earnings  (loss),  adjusted for non-cash items was offset by fluctuations in
accounts  payable  and  accrued  liabilities,   accounts  receivable,  due  from
affiliates,  net, and accrued damage protection plan costs. Net earnings (loss),
adjusted for non-cash items,  increased  primarily due to the decrease in direct
container  expenses,  offset by the decrease in rental  income.  These items are
discussed more fully under "Results of Operations." The fluctuations in accounts
payable and accrued  liabilities,  due from affiliates,  net, and accrued damage
protection  plan  costs  resulted  from  timing  differences  in the  payment of
expenses  and fees and the  remittance  of net  rental  revenues,  as well as in
fluctuations in these amounts. Accounts receivable decreased $147 for year ended
December  31,  2004  primarily  due to the  decreases  in rental  income and the
average collection period of accounts receivable.  The decline in gross accounts
receivable of $196 for the year ended December 31, 2003 was primarily due to the
decline in the average collection period of accounts receivable.

Cash from Sale of Containers

Current Sources: Net cash provided from the sale of containers was comparable at
$789 and $782,  for the years ended  December  31, 2004 and 2003,  respectively,
primarily as the increase in average off lease  container sales price during the
year ended December 31, 2004 was offset by a decline in the number of containers
sold during the year ended December 31, 2004 compared to the  equivalent  period
in 2003. Fluctuations between periods in the number of containers sold and sales
prices  reflect  the age and  condition  of  containers  coming  off-lease,  the
geographic  market  in which  they come  off-lease,  and  other  related  market
conditions. Fluctuations in sales price between the periods can also be affected
by the number of containers bought by lessees, who reimburse the Partnership for
any  containers  that  are  lost or  completely  damaged  beyond  repair.  These
reimbursement  amounts are frequently  higher than the average sales price for a
container sold in the open market when it comes off-lease.

Effect of Market  Conditions:  Market  conditions  can affect the  Partnership's
decision to sell an off-lease container. If demand for leased containers is low,
the Partnership is more likely to sell a container rather than incur the cost to
reposition the container to a location  where it can be re-leased.  If demand is
strong, the Partnership is less likely to identify the container as for sale, as
it is anticipated  that the container can be released in its current location or
repositioned  to another  location where demand is high. The strong  utilization
during the first quarter of 2004 and increases in demand during the remainder of
2004 resulted in fewer  containers being identified for sale. Some of the market
conditions   affecting  the  sale  of  containers  are  discussed   below  under
"Comparative  Results of Operations."  Primarily as a result of an industry-wide
decline in the number of containers  being  offered for sale,  the average sales
price of used containers increased in 2004 with respect to the sale of off-lease
containers in certain geographic markets.

Effect of  Liquidation on Future Cash Flows:  The number of containers  sold and
the price received for them,  will affect how much the  Partnership  will pay in
future distributions to Partners.  Once all of the Partnership's  containers are
sold, and the sale proceeds distributed to partners, distributions will stop and
the Partnership will terminate.

Uses of Cash

Distributions to partners are the Partnership's  primary use of cash. The amount
of distributions  paid to partners is dependent on cash received from operations
and the sale of  containers,  less  amounts used to pay  redemptions  or held as
working 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.

These activities are discussed in detail below.

Distributions: During the year ended December 31, 2004, the Partnership declared
cash  distributions to limited  partners  pertaining to the period from December
2003 through November 2004 in the amount of $3,619,  which represented $1.01 per
unit.  On a cash basis,  as reflected  in the  Statements  of Cash Flows,  after
paying   redemptions  and  general  partner   distributions,   $2,936  of  these
distributions was from operating activities and the balance of $683 was a return
of capital.  On an accrual  basis,  as reflected on the  Statements of Partners'
Capital,  after paying redemptions,  all of these distributions were a return of
capital.

The  Partnership  made a monthly  distribution  payment of $479 in January  2005
related to 2004  operations.  Since the  Proposed  Asset Sale would be effective
January 1, 2005,  if completed as  contemplated  by the Asset Sale  Agreement as
executed on  November  30,  2004,  the  Partnership  has  temporarily  suspended
distributions.  If the Asset Sale is completed,  the  Partnership had originally
planned to make two final liquidating distribution payments. These distributions
would  consist of the net  proceeds  from  the  Asset  Sale  and any  previously
undistributed  cash received from  operations  and proceeds from normal sales of
containers,  less estimated  expenses  expected to be incurred through the final
winding up and termination of the Partnership.  As noted under "Possible Sale of
Partnership  Assets," it is not  currently  known whether the Asset Sale will be
completed.  If the sale is  completed,  the  Partnership's  plans  to pay  these
liquidating distributions,  and the amount and timing of these distributions may
be affected by events in the lawsuits discussed above.

If the Asset Sale is not completed,  monthly  distributions  will resume and the
partners  will  continue  to  receive   distributions  in  accordance  with  the
Partnership's previous distribution policy.

Capital Commitments:  Redemptions:  During the year ended December 31, 2004, the
Partnership  redeemed  5,625  units  for a  total  dollar  amount  of  $20.  The
Partnership used cash from operations to pay for the redeemed units.

The  Partnership  invests  working  capital  and cash flow from  operations  and
investing  activities  prior to its  distribution to the partners in short-term,
liquid investments.

Results of Operations

The  Partnership's  (loss) income from operations,  which consists  primarily of
rental  income less costs and expenses  (including  container  depreciation  and
write-downs,  direct container  expenses,  management fees, and reimbursement of
administrative  expenses)  is  primarily  affected by the size of its  container
fleet,  the number of  containers it has on lease  (utilization)  and the rental
rates received under its leases.  The current status of each of these factors is
discussed below.

Size of Container Fleet

The following is a summary of the container fleet (in units) available for lease
during the years ended December 31, 2004, 2003 and 2002:

                                                     2004      2003      2002
                                                     ----      ----      ----

      Beginning container fleet...............      8,452     9,425    10,990
      Ending container fleet..................      7,806     8,452     9,425
      Average container fleet.................      8,129     8,939    10,208

The average  container  fleet decreased 9% and 12% from the years ended December
31, 2003 to 2004 and from December 31, 2002 to 2003, respectively, primarily due
to the  continuing  sale of containers.  The decline in the container  fleet has
contributed to an overall decline in rental income from the years ended December
31, 2003 to 2004 and  December  31, 2002 to 2003.  An overall  decline in rental
income is expected to continue in future years, as the size of the Partnership's
container fleet continues to decrease.

Utilization

Rental  income and direct  container  expenses are also  affected by the average
utilization of the container fleet, which was 91%, 84% and 73%, during the years
ended December 31, 2004, 2003 and 2002,  respectively.  The remaining  container
fleet is off-lease  and is being  stored  primarily at a large number of storage
depots.  At December 31, 2004, 2003 and 2002,  utilization was 95%, 84% and 85%,
respectively, and the Partnership's off-lease containers (in units) were located
in the following locations:
<PAGE>

                                           2004        2003        2002
                                           ----        ----        ----

      Americas                              168         540         894
      Europe                                 52         153         289
      Asia                                  182         629         210
      Other                                   4          17          39
                                            ---       -----       -----

      Total off-lease containers            406       1,339       1,432
                                            ===       =====       =====

Rental Rates

In addition to  utilization,  rental  income is affected by daily rental  rates.
Daily rental rates are different under  different  lease types.  The two primary
lease  types for the  Partnership's  containers  are long term leases and master
leases. The average daily rental rate for the Partnership's containers decreased
4% and 6% from the years ended  December  31, 2003 to 2004 and December 31, 2002
to 2003,  respectively.  Average rental rates declined primarily due to declines
in  both  master  lease  and  long  term  lease  rates.   The  majority  of  the
Partnership's  rental income was generated from master  leases,  but in the past
several years an increasing percentage of the Partnership's containers have been
on lease under long term leases.  At December 31, 2004,  2003 and 2002, 44%, 46%
and 40%,  respectively,  of the Partnership's  on-lease containers were on lease
under long term leases.  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.

Comparative Results of Operations

The  following is a comparative  analysis of the results of  operations  for the
years ended December 31, 2004, 2003 and 2002:

                                               2004         2003        2002
                                               ----         ----        ----

        Rental income                        $4,454       $4,687      $4,712
        (Loss) income from operations       ($  180)      $  757      $   80
        Percent change from previous
        year in:
           Utilization                           8%          15%          4%
           Average container fleet             ( 9%)        (12%)       (16%)
           Average rental rates                ( 4%)        ( 6%)       (11%)

The  Partnership's  rental  income  decreased  $233,  or 5%, from the year ended
December 31, 2003 to the comparable period in 2004. The decline 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  $162,  or 4%, from the year ended  December 31, 2003 to the
comparable  period in 2004.  The decline was  primarily  due to decreases in the
average  container  fleet  size and  rental  rates,  offset by the  increase  in
utilization as detailed in the above table.

The loss from operations for the year ended December 31, 2004 resulted primarily
from the write  down of the  Partnership's  containers.  See  "Other  Income and
Expenses:  Write Down of  Containers,"  and  "Critical  Accounting  Policies and
Estimates: Container Impairment Estimates."

The  Partnership's  rental  income  decreased  $25,  or 1%,  from the year ended
December  31,  2002 to the  comparable  period in 2003 as the  decline  in other
rental income,  was offset by the increase in container  rental  income.  Income
from container rentals, increased $19, or 1%, as a result of the fluctuations in
utilization,  average  container fleet and rental rates as detailed in the above
table.

Current Market Conditions for Leased Containers: Utilization was stable for most
of 2003  and  demand  remained  strong  during  the  first  quarter  of 2004 and
increased through the end of 2004. Beginning in 2004, a worldwide steel shortage
caused  significant  increases in new container prices and limited the number of
new containers being built. As a result,  demand for leased containers increased
further beginning in March of 2004 and has remained strong through the beginning
of 2005.

Sale of  Containers in Lower Demand  Locations:  Despite the increase in demand,
areas of lower  demand for  containers  still  exist due to a  continuing  trade
imbalance  between  Asia and the  Americas  and Europe.  However,  the number of
off-lease  containers in these lower demand locations has decreased,  as lessees
have returned  fewer  containers  to these lower demand  locations and have also
leased containers from some of these locations. The continuing sale of off-lease
containers  in these areas has also reduced the number of  containers in some of
these locations.  Some off-lease  containers are still being sold in these areas
because of their age and the high cost of  repositioning  containers  from these
areas. The number of the Partnership's  off-lease containers in the Americas and
Europe,  where most of these lower demand  locations occur, is detailed above in
"Utilization."

Other Income and Expenses

The following is a discussion  of other income  earned and expenses  incurred by
the Partnership:

Other Rental Income

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, 2004,  other rental income was $437, a decrease
of $71 from the  equivalent  period in 2003. The decrease in other rental income
was primarily due to a decrease in location and handling  income of $68 and $15,
respectively, offset by an increase in DPP income of $14.

For the year ended  December 31, 2003,  other rental income was $508, a decrease
of $44 from the  equivalent  period in 2002. The decrease in other rental income
was primarily  due to decreases in handling and location  income of $62 and $48,
respectively, offset by an increase in DPP income of $66.

Direct Container Expenses

Direct container  expenses  decreased $465, or 42%, from the year ended December
31, 2003 to the  equivalent  period in 2004.  The decrease was  primarily due to
decreases in repositioning and storage expenses of $245 and $133,  respectively.
The  decrease in  repositioning  expense was  primarily  due to a decline in the
number  of  containers  repositioned  between  the  periods  and  lower  average
repositioning costs between the periods.  Storage expense decreased not only due
to the  decrease  in  average  fleet  size,  but  also  due to the  increase  in
utilization noted above. The decrease was partially offset by an increase in the
average storage cost per container.

Direct container expenses decreased $77, or 7%, from the year ended December 31,
2002 to the  equivalent  period in 2003,  primarily  due to the  decline  in the
average  fleet size.  The decrease in expenses  was  primarily  attributable  to
declines in storage and handling expenses of $313 and $38, respectively,  offset
by increases in  repositioning  and DPP expenses of $224 and $52,  respectively.
These changes are discussed in detail below.

Storage  expense  decreased  not only due to the decrease in average fleet size,
but also due to the increase in utilization noted above and a slight decrease in
the average  storage cost per  container.  The decrease in handling  expense was
primarily  due to the  decline  in  container  movement.  Repositioning  expense
increased  due to an  increase  in the  average  repositioning  costs due to (i)
expensive  repositioning  moves related to one lessee who required containers to
be delivered to certain  locations and (ii) longer average  repositioning  moves
and a slight  increase  in the number of  containers  repositioned  between  the
periods.  The increase in DPP expense was  primarily  due to the increase in the
number of containers covered under DPP.

Bad Debt Expense

Bad debt expense was $72, $0 and $19 for the years ended December 31, 2004, 2003
and 2002, respectively. Fluctuations in bad debt expense reflect the adjustments
to the bad debt reserve,  after  deductions have been taken against the reserve,
and are based on management's  then current estimates of the portion of accounts
receivable  that  may  not be  collected,  and  which  will  not be  covered  by
insurance.   These  estimates  are  based  primarily  on  management's   current
assessment of the  financial  condition of the  Partnership's  lessees and their
ability to make their required payments.  See "Critical  Accounting Policies and
Estimates"  below.  The expenses  recorded  during the years ended  December 31,
2004, 2003 and 2002 reflect higher reserve estimates,  after deductions had been
taken against the reserve, from December 31, 2003, 2002 and 2001, respectively.

Depreciation Expense

Depreciation  expense  decreased  $513, or 27%, from the year ended December 31,
2003 to the  comparable  period  in  2004  primarily  due to (i) the  write-down
recorded in June 2004,  which reduced the carrying  value of certain  containers
and resulted in a lower depreciation  expense during the second half of 2004 and
(ii) the declines in average fleet sizes between the periods.

The  decline  of  depreciation  expense  of $478,  or 20%,  from the year  ended
December  31, 2002 to the  equivalent  period in 2003 was  primarily  due to the
Partnership revising its estimate for container salvage value in 2002. 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.  The
effect of this change resulted in an increased rate of depreciation for the last
half of 2002 and all of 2003.  During  the year ended  December  31,  2002,  the
Partnership  recorded additional  depreciation expense of $42 for units that had
not been fully  depreciated  prior to July 1, 2002 and  additional  depreciation
expense of $496 to adjust the net book value of fully depreciated  containers to
the  new  estimated  salvage  values.  For a  discussion  of  the  Partnership's
depreciation policy, see "Critical Accounting Policies and Estimates:  Container
Depreciation Estimates."

Write Down of Containers

Write Down of Containers Held for Continued Use: The  Partnership  evaluated the
recorded  value  of  its  container   fleet  at  June  30,  2004,   taking  into
consideration the container sales prices in the letter of intent relating to the
sale of the Partnership's container fleet. The Partnership recorded a write down
of  $1,795 to  reduce  the  carrying  value of some of the  containers  to their
anticipated per unit sales price. The Partnership  evaluated the  recoverability
of these  containers  at  December  31,  2004 based on the January 1, 2005 sales
prices in the Asset Sale Agreement and determined  that there was no impairment.
See  "Critical   Accounting   Policies  and  Estimates:   Container   Impairment
Estimates."

Specific Containers Identified for Sale: The Partnership also identifies certain
individual  containers for sale from time to time in the ordinary  course of its
business.  When the  Partnership  evaluated the  recoverability  of the recorded
amount  of these  containers  identified  for  sale,  the  evaluation  sometimes
resulted in write downs.  The write downs for these  individual  containers have
generally  been made on a monthly  basis.  Most of these write downs  related to
containers that were off lease in areas of low demand, which are discussed above
under  "Comparative  Results of  Operations:  Sale of Containers in Lower Demand
Locations."

Write down expense decreased $39, or 76%, and $226, or 82%, from the years ended
December  31,  2003 to 2004 and  December  31, 2002 to 2003,  respectively.  The
declines  were  primarily  due to (i) a  significant  decrease  in the number of
containers  identified  for sale,  as there were fewer off lease  containers  as
detailed above under  "Utilization" and; (ii) reduced write-downs for containers
that  were  identified  for  sale  due to  lower  net  book  values  and  higher
anticipated container sales prices.

Gain (Loss) on Sale of Containers

The following  details the gain (loss) on the sale of  containers  for the years
ended December 31, 2004, 2003 and 2002:

                                                    2004      2003       2002
                                                    ----      ----       ----

        (Loss) on written-down containers
               identified for sale                  $ (2)   $  (11)     $  (7)
        Gain (loss) on other containers               51       (99)       110
                                                      --       ---        ---
        Total gain (loss) on container sales        $ 49    $ (110)     $ 103
                                                      ==       ===        ===

The  Partnership  recorded  losses  on  the  sale  of  written  down  containers
identified  for sale for the years  ended  December  31,  2003 and 2002,  as the
estimated  sales proceeds used to determine the write-down  amounts were greater
than the actual  sales price  received on these  containers.  For the year ended
December  31,  2004,  there  was a  minimal  loss  recognized  on  the  sale  of
written-down  containers  identified for sale, primarily as there were few units
that had been identified for sale, due to the improved demand, and as there were
even fewer units of those  identified  for sale that required a write down.  See
"Critical Accounting Policies and Estimates" below.

Since it has been the Partnership's  practice to determine write-down amounts on
containers  identified  for sale  once a month,  some  containers  that had been
identified  for sale were sold before they were written down.  These  containers
are listed in the above table as "other  containers." The amount of gain or loss
recorded on the sale of these  containers  has  fluctuated  due to the  specific
conditions of the  containers  sold,  the type of containers  sold, the location
where the containers were sold and their net book value.

Management and Professional Fees and General and Administrative Costs

Management fees to affiliates  consist of equipment  management  fees, which are
primarily based on rental income, and incentive management fees, which are based
on the Partnership's  limited and general partner  distributions  made from cash
from operations and partners' capital.  The following details these fees for the
years ended December 31, 2004, 2003 and 2002:

                                                 2004       2003       2002
                                                 ----       ----       ----

        Equipment management fees                $312       $328       $327
        Incentive management fees                 119        116         92
                                                  ---        ---        ---
          Management fees to affiliates          $431       $444       $419
                                                  ===        ===        ===

Equipment  management fees fluctuated based on the fluctuations in rental income
and were  approximately  7% of rental  income for the years ended  December  31,
2004,  2003 and 2002.  Fluctuations  in  incentive  management  fees between the
periods were primarily due to fluctuations in the amount of  distributions  paid
from cash from operations.

Professional  fees  increased $46 from the year ended December 31, 2003 to 2004,
primarily  due to the  increases  in legal,  accounting  and tax  expenses.  The
decrease in  professional  fees of $22, from the year ended December 31, 2002 to
2003, was primarily due to declines in accounting and tax expenses.

General and administrative  costs to affiliates  decreased $2, or 1%, and $19 or
8%, from the years ended  December  31,  2003 to 2004 and  December  31, 2002 to
2003, respectively.  These decreases were primarily due to decreases in overhead
costs  allocated from TEM, as the  Partnership  represented a smaller portion of
the total fleet managed by TEM.

Other  general and  administrative  costs  decreased  $21 and $99, from the year
ended  December 31, 2003 to 2004 and  December  31, 2002 to 2003,  respectively.
These  fluctuations  were  primarily due to  fluctuations  in other service fees
between the periods.

Contractual Obligations

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.

Since the  Partnership  Agreement  requires the  Partnership  to continue to pay
these fees and  expenses  to the  General  Partners  and  reimburse  the General
Partners for expenses  incurred by them or other service  providers  selected by
the General Partners, these payments are contractual obligations.

The following details the amounts payable at December 31, 2004 for these
obligations:
<TABLE>
<CAPTION>

       ------------------------------------------------------------------------------------------------
                                                             Payments due by period
                                           ------------------------------------------------------------
                                                                                                 More
                                                            Less than     1-3         3-5       than 5
          Contractual Obligations               Total         1 year     years       years       years
       ------------------------------------------------------------------------------------------------
<S>                                              <C>          <C>        <C>         <C>         <C>

       Equipment management fees                 $ 51         $ 51         *           *           *
       Incentive management fees                   33           33         *           *           *
       Equipment liquidation fee (1)                -            -
       Reimbursement of general and
       administrative costs to:
         Affiliates                                53           53         *           *           *
         Other service providers                   37           37         *           *           *
       ------------------------------------------------------------------------------------------------
            Total                                $174         $174
       ------------------------------------------------------------------------------------------------

* The Partnership has not recorded liabilities for these fees and reimbursements
related  to  periods  subsequent  to  December  31,  2004,  as  these  fees  and
reimbursements  cannot be estimated as they are dependent on variable factors as
detailed below:

Acquisition fees                    5% of equipment cost
Equipment management fee            7% of gross operating lease revenues
                                    2% of gross full payout lease revenues
Incentive management fee            4% of distributable cash from operations
Reimbursements to affiliates        Dependent on the amount of expenses incurred
 and other service providers         that are allocable to the Partnership
Service fee to other service        Monthly fee dependent on the number of limited partners
 provider
</TABLE>

(1) The  Partnership  is  required  to pay the  General  Partners  an  equipment
liquidation  fee, but this fee is payable only after limited  partners receive a
certain amount of distributions  from the Partnership.  The Partnership does not
currently expect to pay this liquidation fee.

For the amount of fees and  reimbursements  made to the General Partners for the
years  ended  December  31,  2004,  2003 and 2002,  see Note 2 to the  Financial
Statements  in Item 8. For the amount of fees and  reimbursements  made to other
service providers,  see Other general and administrative costs in the Statements
of Operations in Item 8.

Net (Loss) Earnings per Limited Partnership Unit

                                                 2004        2003       2002
                                                 ----        ----       ----
        Net (loss) earnings per limited
          partnership unit                     ($0.06)      $0.20      $0.01
        Net (loss) earnings allocated
          to limited partners                  ($ 212)      $ 724      $  50

Net  (loss)  earnings  per  limited   partnership   unit  fluctuates   based  on
fluctuations  in net (loss) earnings  allocated to limited  partners as detailed
above.  The  allocation of net (loss)  earnings for the years ended December 31,
2004, 2003 and 2002 included a special allocation of gross income to the General
Partners of $39, $29 and $36,  respectively,  in accordance with the Partnership
Agreement.  As  discussed  above,  the write  down of some of the  Partnership's
containers was the primary  reason for the net loss incurred by the  Partnership
during the year ended December 31, 2004.

Critical Accounting Policies and Estimates

Certain estimates and assumptions were made by the Partnership's management that
affect  its  financial  statements.  These  estimates  are  based on  historical
experience and on assumptions believed to be reasonable under the circumstances.
These  estimates and assumptions  form the basis for making  judgments about the
carrying value of assets and liabilities. Actual results could differ.

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.

Allowance for Doubtful Accounts: The allowance for doubtful accounts is based on
management's  current assessment of the financial condition of the Partnership's
lessees and their  ability to make their  required  payments.  If the  financial
condition  of the  Partnership's  lessees were to  deteriorate,  resulting in an
impairment  of their  ability to make  payments,  additional  allowances  may be
required.

The General Partners have established a Credit Committee, which actively manages
and monitors the collection of  receivables  on at least a monthly  basis.  This
committee  establishes  credit limits for every lessee and  potential  lessee of
equipment,   monitors   compliance  with  these  limits,   monitors   collection
activities,  follows up on the  collection of outstanding  accounts,  determines
which  accounts  should be  written-off  and estimates  allowances  for doubtful
accounts.  As a result of  actively  managing  these  areas,  the  Partnership's
allowance for bad debt as a percentage of accounts receivable has ranged from 6%
to 14%  and  has  averaged  approximately  10%  over  the  last 5  years.  These
allowances have historically covered all of the Partnership's bad debts.

Container  Depreciation  Estimates:  The  Partnership  depreciates its container
rental equipment based on certain  estimates  related to the container's  useful
life and salvage value. The Partnership  estimates a container's  useful life to
be 12 years,  an estimate which it has used since the  Partnership's  inception.
Prior to July 1, 2002, the Partnership  estimated  salvage value as a percentage
of equipment cost.  Effective July 1, 2002, the Partnership revised its estimate
for container  salvage value 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.  The  Partnership  will revise its estimate of residual  values if it is
determined that these estimates are no longer  reasonable  based on recent sales
prices and revised  assumptions  regarding future sales prices.  The Partnership
will revise its estimate of container  useful life if it is determined  that the
current  estimates  are  no  longer  reasonable  based  on  the  average  age of
containers  sold and revised  assumptions  regarding  future  demand for leasing
older containers.

As a  result,  depreciation  expense  could  fluctuate  significantly  in future
periods as a result of any  revisions  made to these  estimates.  A decrease  in
estimated   residual  values  or  useful  lives  of  containers  would  increase
depreciation expense,  adversely affecting the Partnership's  operating results.
Conversely, any increase in these estimates would result in a lower depreciation
expense,  resulting in an improvement in operating results.  These changes would
not affect cash generated from operations, as depreciation is a non-cash item.

Container  Impairment  Estimates:  Write-downs of containers are made when it is
determined  that the recorded  value of the containers  exceeds their  estimated
fair value. Containers held for continued use and containers identified for sale
in the ordinary  course of business are considered to have  different  estimated
fair values.

In  determining  estimated  fair value for a container  held for continued  use,
management  estimates the future  undiscounted  cash flows for the container and
considers  other relevant  information.  Estimates of future  undiscounted  cash
flows  require  estimates  about future  rental  revenues to be generated by the
container, future demand for leased containers, and the length of time for which
the container will continue to generate revenue.

At June 30, and December 31, 2004,  management  used a different  estimated fair
value for  containers  held for  continued  use,  which  took into  account  the
possible sale of the  Partnership's  entire container fleet to determine whether
the containers  were impaired.  The estimated fair value used at June 30 was the
anticipated  sales  price from the  letter of intent  regarding  this sale.  The
estimated  fair value  used at  December  31 was the sales  prices at January 1,
2005, detailed in the Asset Sale Agreement between the Partnership and RFH, Ltd.
When these  estimated  fair values were  compared to the  recorded  value of the
Partnership's containers at June 30 and December 31, some of the recorded values
at June 30 were found to be higher.  The  Partnership  wrote down the containers
with the higher  recorded values to the estimated sales price from the letter of
intent, even though they continued to be held for continued use.

As noted above,  the  Partnership  also  evaluates  the recorded  value of those
containers  identified  for  sale  in  the  ordinary  course  of  its  business,
separately  from containers  held for continued use.  Containers  identified for
sale in the ordinary course of business  include those containers that have been
sold prior to the proposed  arrangement for the sale of the Partnership's entire
container  fleet, as well as those  containers that are being sold  individually
(usually when they come  off-lease)  without  regard to that proposed  sale. For
these routine sales made in the ordinary course of business, the Partnership has
used an estimated  fair value of the  estimated  sales price for the  container,
less  estimated  cost to sell.  When this  estimate was compared to the recorded
value of the container  identified  for sale, and the recorded value was higher,
the  container  identified  for  sale  was  written  down.  See  "Write  Down of
Containers: Specific Containers Identified for Sale" above. The Partnership has,
however,  recorded  some  losses  on the sale of these  previously  written-down
containers.  Losses were recorded  because the estimated  sales price was higher
than the actual sales price  realized.  Estimated  sales prices are difficult to
predict, and management's estimates proved too high in these cases. See "Loss on
Sale of Containers" above.

The Partnership will continue to monitor the  recoverability  of its containers.
Any additional  write-downs or losses would adversely  affect the  Partnership's
operating results.

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,  the risk of  technological  obsolescence,
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  "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 Partnership has discussed the Asset Sale Agreement pertaining to the sale of
its container fleet above under "Possible Sale of Partnership Assets." This sale
is subject to the Buyer's  willingness to waive certain conditions  contained in
the Asset Sale  Agreement and other  conditions.  There is no assurance that the
sale under the Asset Sale Agreement will be completed.


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,  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.  The
Partnership  does  not  undertake  any  obligation  to  update   forward-looking
statements.

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Exchange Rate Risk

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 does pay a small amount
of its expenses in various foreign  currencies.  For the year ended December 31,
2004,  approximately 5% of the Partnership's  expenses were paid in 15 different
foreign currencies. As there are no significant payments made in any one foreign
currency, the Partnership does not hedge these expenses.

ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

             Attached pages 25 to 37.



<PAGE>













             Report of Independent Registered Public Accounting Firm


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, 2004 and
2003, and the related statements of earnings,  partners' capital, and cash flows
for each of the years in the three-year  period ended  December 31, 2004.  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 the standards of the Public  Company
Accounting Oversight Board (United States). 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, 2004 and 2003,  and the results of its  operations,
and its cash flows for each of the years in the three-year period ended December
31, 2004, in conformity with U.S. generally accepted accounting principles.



                                  /s/ KPMG LLP




San Francisco, California
March 22, 2005


<PAGE>
<TABLE>
<CAPTION>

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

Balance Sheets

December 31, 2004 and 2003
(Amounts in thousands)
------------------------------------------------------------------------------------------------------------

                                                                             2004                   2003
                                                                       ---------------        --------------
<S>                                                                    <C>                    <C>
Assets
Container rental equipment, net of accumulated
    depreciation of $1,831 (2003:  $13,966) (note 1(e))                $       10,335         $      14,247
Cash                                                                              541                   423
Accounts receivable, net of allowance
    for doubtful accounts of $137 (2003:  $68)                                    831                 1,020
Due from affiliates, net (note 2)                                                 147                   102
Prepaid expenses                                                                   14                    19
                                                                       ---------------        --------------


                                                                       $       11,868         $      15,811
                                                                       ===============        ==============
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                    $           42         $          87
   Accrued liabilities                                                             80                   158
   Accrued damage protection plan costs (note 1(i))                               207                   190
   Deferred quarterly distributions (note 1(g))                                    43                    30
   Deferred damage protection plan revenue (note 1(j))                             83                    82
                                                                       ---------------        --------------

      Total liabilities                                                           455                   547
                                                                       ---------------        --------------

Partners' capital:
   General partners                                                                 -                     -
   Limited partners                                                            11,413                15,264
                                                                       ---------------        --------------

      Total partners' capital                                                  11,413                15,264
                                                                       ---------------        --------------


                                                                       $       11,868         $      15,811
                                                                       ===============        ==============
</TABLE>

See accompanying notes to financial statements



<PAGE>
<TABLE>
<CAPTION>

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

Statements of Operations

Years ended December 31, 2004, 2003 and 2002
(Amounts in thousands except for unit and per unit amounts)
-------------------------------------------------------------------------------------------------------------------------

                                                                     2004                2003                 2002
                                                                ----------------    ----------------     ----------------
<S>                                                             <C>                <C>                   <C>
Rental income                                                   $         4,454     $         4,687      $         4,712
                                                                ----------------    ----------------     ----------------

Costs and expenses:
   Direct container expenses                                                634               1,099                1,176
   Bad debt expense                                                          72                   -                   19
   Depreciation (note 1(e))                                               1,393               1,906                2,384
   Write-down of containers (note 1(e))                                   1,807                  51                  277
   Professional fees                                                         75                  26                   48
   Management fees to affiliates (note 2)                                   431                 444                  419
   General and administrative costs to affiliates (note 2)                  218                 220                  239
   Other general and administrative costs                                    53                  74                  173
   (Gain) loss on sale of containers, net (note 1(e))                       (49)                110                 (103)
                                                                ----------------    ----------------     ----------------

                                                                          4,634               3,930                4,632
                                                                ----------------    ----------------     ----------------

   (Loss) income from operations                                           (180)                757                   80
                                                                ----------------    ----------------     ----------------

   Interest income                                                            5                   4                    7
                                                                ----------------    ----------------     ----------------

   Net (loss) earnings                                          $          (175)    $           761      $            87
                                                                ================    ================     ================

Allocation of net (loss) earnings (note 1(g)):
   General partners                                             $            37     $            37      $            37
   Limited partners                                                        (212)                724                   50
                                                                ----------------    ----------------     ----------------

                                                                $          (175)    $           761      $            87
                                                                ================    ================     ================

Limited partners' per unit share
   of net (loss) earnings                                       $         (0.06)    $          0.20      $          0.01
                                                                ================    ================     ================

Limited partners' per unit share
   of distributions                                             $          1.01     $          0.99      $          0.99
                                                                ================    ================     ================

Weighted average number of limited
   partnership units outstanding (note 1(k))                          3,588,941           3,602,455            3,642,522
                                                                ================    ================     ================


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, 2004, 2003, and 2002
(Amounts in thousands)
-------------------------------------------------------------------------------------------------------------

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

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

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

Redemptions (note 1(l))                                          -                 (262)                (262)

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

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

Distributions                                                  (37)              (3,575)              (3,612)

Redemptions (note 1(l))                                          -                 (100)                (100)

Net earnings                                                    37                  724                  761
                                                    ---------------       --------------       --------------

Balances at December 31, 2003                                    -               15,264               15,264
                                                    ---------------       --------------       --------------

Distributions                                                  (37)              (3,619)              (3,656)

Redemptions (note 1(l))                                          -                  (20)                 (20)

Net earnings (loss)                                             37                 (212)                (175)
                                                    ---------------       --------------       --------------

Balances at December 31, 2004                       $            -        $      11,413        $      11,413
                                                    ===============       ==============       ==============


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, 2004, 2003, and 2002
(Amounts in thousands)
---------------------------------------------------------------------------------------------------------------------------

                                                                                    2004            2003            2002
                                                                              --------------  --------------  -------------
<S>                                                                            <C>              <C>             <C>
Cash flows from operating activities:
   Net (loss) earnings                                                         $       (175)   $        761    $        87
   Adjustments to reconcile net (loss) earnings to
     net cash provided by operating activities:
        Depreciation (note 1(e))                                                      1,393           1,906          2,384
        Write-down of containers (note 1(e))                                          1,807              51            277
        Increase (decrease) in allowance for doubtful accounts                           69             (13)           (33)
         (Gain) loss on sale of containers                                              (49)            110           (103)
        Decrease (increase) in assets:
           Accounts receivable                                                          147             196             31
           Due from affiliates, net                                                     (99)            (51)            (2)
           Prepaid expenses                                                               5              (4)            (5)
        (Decrease) increase in liabilities:
           Accounts payable and accrued liabilities                                    (123)            (22)          (112)
           Accrued damage protection plan costs                                          17              64             19
           Deferred damage protection plan revenue                                        1              (1)            11
                                                                              --------------  --------------  -------------

              Net cash provided by operating activities                               2,993           2,997          2,554
                                                                              --------------  --------------  -------------

Cash flows from investing activities:
   Proceeds from sale of containers                                                     789             782          1,481
                                                                              --------------  --------------  -------------

              Net cash provided by investing activities                                 789             782          1,481
                                                                              --------------  --------------  -------------

Cash flows from financing activities:
   Redemptions of limited partnership units                                             (20)           (100)          (262)
   Distributions to partners                                                         (3,644)         (3,629)        (3,666)
                                                                              --------------  --------------  -------------

              Net cash used in financing activities                                  (3,664)         (3,729)        (3,928)
                                                                              --------------  --------------  -------------

Net increase in cash                                                                    118              50            107

Cash at beginning of period                                                             423             373            266
                                                                              --------------  --------------  -------------

Cash at end of period                                                          $        541    $        423    $       373
                                                                              ==============  ==============  =============


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, 2004, 2003 and 2002
(Amounts in thousands)
-------------------------------------------------------------------------------------------------------------------

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following  table  summarizes  the amounts of  distributions  to partners and
proceeds  from sale of  containers  which had not been paid or  received  by the
Partnership as of December 31, 2004, 2003 and 2002,  resulting in differences in
amounts  recorded and amounts of cash disbursed or received by the  Partnership,
as shown in the Statements of Cash Flows.

                                                                                    2004          2003         2002
                                                                                    ----          ----         ----
<S>                                                                                <C>             <C>        <C>
Distributions to partners included in:
   Due to affiliates......................................................           $ 3          $  4         $  4
   Deferred quarterly distributions.......................................            43            30           47

Proceeds from sale of containers
   Due from affiliates....................................................            85           140          144

The following  table  summarizes  the amounts of  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, 2004, 2003 and 2002.

                                                                                    2004          2003         2002
                                                                                    ----          ----         ----

Distributions to partners declared........................................        $3,656        $3,612       $3,654
Distributions to partners paid............................................         3,644         3,629        3,666

Proceeds from sale of containers recorded.................................           734           778        1,381
Proceeds from sale of containers received.................................           789           782        1,481


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, 2004, 2003 and 2002 were $27, $5 and $28, 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, 2004, 2003 and 2002
(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 up to six or more years. 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 following critical accounting policies are 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.

          The Partnership  depreciates its container  rental  equipment based on
          certain estimates  related to the container's  useful life and salvage
          value.  Additionally,  the  Partnership  writes  down the value of its
          containers if an  evaluation  indicates  that the recorded  amounts of
          containers are not recoverable based on estimated future  undiscounted
          cash flows and sales prices. These estimates are based upon historical
          useful  lives of  containers  and  container  sales  prices as well as
          assumptions  about future demand for leased  containers  and estimated
          sales prices.

          (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, 2004 and 2003, 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. 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 or other  relevant
          information  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 sale are recorded at the lower of
          carrying  amount or fair  value  less cost to sell.  When  assets  are
          determined to be impaired and are written down, the Partnership writes
          off the accumulated  depreciation  and reduces the cost basis of these
          asset to arrive at a new cost basis.

          The Partnership evaluated the recoverability of the recorded amount of
          container rental equipment for containers to be held for continued use
          and  determined  that a  reduction  to the  carrying  value  of  these
          containers was not required at December 31, 2003 and 2002. Based on an
          impairment  analysis  performed at June 30, 2004, which considered the
          possible sale of the Partnership's remaining container fleet (see Note
          5), the Partnership  determined that certain  containers were impaired
          and that a reduction to the  carrying  value of these  containers  was
          required.  The Partnership  recorded a write down of $1,795 during the
          year  ended  December  31,  2004 to write  down the  value of  certain
          containers  that had  carrying  values  at June 30,  2004  which  were
          greater  than the  anticipated  per unit  sales  price in the  buyer's
          letter  of  intent.  The  Partnership  determined  that  there  was no
          additional  impairment  at December  31,  2004 based on an  impairment
          analysis  performed at December 31, 2004,  which compared the carrying
          value of the  containers  at December  31, 2004 to the January 1, 2005
          sales prices in the Asset Sale Agreement  between the  Partnership and
          RFH, Ltd.

          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 some
          of these containers was required. The Partnership wrote down the value
          of these containers to their estimated net realizable value, which was
          based on recent sales prices less cost to sell. During the years ended
          December 31, 2004, 2003, and 2002 the Partnership  recorded write down
          expenses  of  $12,  $51 and  $277,  respectively,  on 35,  151 and 556
          containers identified as for sale and requiring a reserve. At December
          31,  2004  and 2003  the net  book  value of the 14 and 67  containers
          identified as for sale was $12 and $53, respectively. These containers
          are included in container rental equipment in the balance sheets.

          During  the  years  ended  December  31,  2004,  2003  and  2002,  the
          Partnership  sold 44, 156 and 746,  respectively,  of these previously
          written down containers for losses of $2, $11 and $7, respectively.

          The  Partnership  also sold  containers that had not been written down
          and recorded  gains/(losses)  of $51, ($99) and $110, during the years
          ended December 31, 2004, 2003 and 2002, respectively.

          (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.

          For the  year  ended  December  31,  2004,  revenue  from  one  lessee
          accounted  for  more  than  10% of the  Partnership's  revenues,  with
          revenue of 11%. No other single lessee  accounted for more than 10% of
          the  Partnership's  revenues during the years ended December 31, 2004,
          2003 and 2002.

          (g)   Allocation of Net (Loss) 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 or
          (loss)  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  or (loss) 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 $43 and $30 at December 31, 2004 and 2003,
          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)   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  Operations  and the related
          reserve  at  December   31,   2004  and  2003,   was  $207  and  $190,
          respectively.

          (j)   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 and recognizes these amounts as revenue
          when the containers  are returned by the lessee.  At December 31, 2004
          and 2003 these amounts were $83 and $82, respectively.

          (k)   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, 2004,  2003 and 2002,
          which were 3,588,941, 3,602,455, and 3,642,522, respectively.
<TABLE>
<CAPTION>

          (l)   Redemptions

          The following redemption offerings were consummated by the Partnership
          during the years ended December 31, 2004, 2003 and 2002:

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

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


          Year ended:
                December 31, 2002................           57,855             $4.53                 262
                December 31, 2003................           25,864             $3.87                 100
                December 31, 2004................            5,625             $3.56                  20
                                                           -------                                 -----

          Total Partnership redemptions as of
          December 31, 2004......................          161,059             $6.23              $1,003
                                                           =======                                 =====
</TABLE>

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

          (m)   Reclassifications

          Certain  reclassifications,  not affecting net earnings  (loss),  have
          been  made to prior  year  amounts  in order  to  conform  to the 2004
          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  equipment  management  fee, an  incentive
          management  fee and an equipment  liquidation  fee. These fees are for
          various services  provided in connection with the  administration  and
          management of the Partnership. The Partnership incurred $119, $116 and
          $92 of incentive  management fees during each of the three years ended
          December  31,  2004,  2003  and  2002,   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, 2004 and 2003.

          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,  2004,  2003 and
          2002,   equipment   management  fees  totaled  $312,  $328  and  $327,
          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:

                                               2004       2003      2002
                                               ----       ----      ----

               Salaries                        $123       $127      $151
               Other                             95         93        88
                                                ---        ---       ---
                 Total general and
                    administrative costs       $218       $220      $239
                                                ===        ===       ===

          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  interest in the
          managed  containers to the total container fleet managed by TFS during
          the period or of the  Partnership's  investors  to the total number of
          investors of all limited  partnerships managed by TFS or equally among
          all the limited  partnerships  managed by TFS.  The  General  Partners
          allocated  the  following  general  and  administrative  costs  to the
          Partnership during the years ended December 31, 2004, 2003 and 2002:

                                               2004       2003      2002
                                               ----       ----      ----

               TEM                             $183       $188      $207
               TFS                               35         32        32
                                                ---        ---       ---
                 Total general and
                    administrative costs       $218       $220      $239
                                                ===        ===       ===

          At December 31, 2004 and 2003, due from affiliates,  net, is comprised
          of:

                                                        2004           2003
                                                        ----           ----
                     Due from affiliates:
                        Due from TEM...............     $191           $133
                                                         ---            ---

                     Due to affiliates:
                        Due to TCC.................       12              5
                        Due to TFS.................       32             26
                                                         ---            ---
                                                          44             31
                                                         ---            ---

                     Due from affiliates, net           $147           $102
                                                         ===            ===

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

Note 3.  Lease Rental Income (unaudited)

          Leasing  income arises  principally  from the renting of containers to
          various international  shipping lines. Revenue is recorded when earned
          according  to the  terms  of the  container  rental  contracts.  These
          contracts are typically for terms of five years or less. The following
          is the lease mix of the on-lease containers (in units) at December 31,
          2004 and 2003:

                                                        2004           2003
                                                        ----           ----

              On-lease under master leases             4,165          3,849
              On-lease under long-term leases          3,235          3,264
                                                       -----          -----

              Total on-lease containers                7,400          7,113
                                                       =====          =====

          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.

Note 4.   Income Taxes

          At December 31, 2004, 2003 and 2002, there were temporary  differences
          of $9,278,  $12,420 and $13,712,  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 (loss) earnings for financial statement purposes
          to net income for  federal  income tax  purposes  for the years  ended
          December 31, 2004, 2003 and 2002 is as follows:
<TABLE>
<CAPTION>

                                                                              2004            2003            2002
                                                                              ----            ----            ----
<S>                                                                          <C>           <C>              <C>
          Net (loss) earnings per financial statements...........           $ (175)         $  761          $   87

          Increase (decrease) in provision for bad debt..........               69             (13)            (33)
          Depreciation for federal income tax purposes less
              than depreciation and impairment for financial
              statement purposes.................................            2,310             359             287
          Gain on sale of fixed assets for federal income tax
              purposes in excess of gain/loss recognized for
              financial statement purposes ......................              744             882           1,291
          Increase in damage protection   plan costs.............               17              64              19
          Increase in repositioning accrual......................                2               -               -
                                                                             -----           -----           -----
          Net income for federal income tax purposes.............           $2,967          $2,053          $1,651
                                                                             =====           =====           =====
</TABLE>

Note 5.   Subsequent Events

          On March 8, 2005 a complaint was filed against the  Partnership,  four
          other   partnerships   managed  by  the  General  Partners  and  their
          affiliates,  TCC,  TFS,  TEM,  TGH,  John A.  Maccarone  and RFH.  The
          complaint  refers to the proxy  statement sent on or about January 20,
          2005 in  connection  with the  Special  Meeting  of  Limited  Partners
          scheduled for March 21, 2005 for the Partnership.

          On March 18, 2005, the request for a temporary  restraining  order was
          denied.

          On  March  21,  2005  a  similar   complaint  was  filed  against  the
          Partnership,  the other  partnerships  managed by the General Partners
          and their  affiliates,  TCC, TFS, TEM, TGH, TL, John A.  Maccarone and
          RFH.

          At a Special Meeting of Limited Partners,  held on March 21, 2005, the
          proposal to sell substantially all the Partnership's assets to RFH and
          terminate  and dissolve the  Partnership  was  approved.  Although the
          limited partners have approved the Asset Sale,  certain  conditions to
          the Asset Sale are not satisfied  because of the two lawsuits filed in
          March  of 2005  and  described  in Item 3. It is not  currently  known
          whether  the  Asset  Sale  will be  completed.  If the  Asset  Sale is
          completed in accordance  with the Asset Sale  Agreement as executed on
          November 30, 2004, it would be effective as of January 1, 2005.

          If the Asset Sale is completed, the Partnership had originally planned
          to distribute to the partners the net proceeds of this sale,  plus any
          previously  undistributed  cash from  operations and proceeds from the
          normal sale of  containers,  less  estimated  expenses  expected to be
          incurred   through  the  final  winding  up  and  termination  of  the
          Partnership.  The  plans  to make  these  distributions  appear  to be
          contested by at least one of the lawsuits.  The  Partnership  plans to
          terminate   its   existence   after   payment   of   the   liquidating
          distributions,  but these plans may alter  depending  on the course of
          the  lawsuits.  In the  event  the Asset  Sale is not  completed,  the
          Partnership  will proceed as provided under its partnership  agreement
          as amended.


<PAGE>
<TABLE>
<CAPTION>

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

Selected Quarterly Financial Data (Unaudited)
--------------------------------------------------------------------------------------------------------------------------

The following is a summary of selected quarterly financial data for the years ended
December 31, 2004 and 2003:

                                                                               (Amounts in thousands)
                                                                                 2004 Quarters Ended
                                                           ---------------------------------------------------------------
                                                             Mar. 31           June 30 (2)     Sept. 30          Dec. 31
                                                           ---------------------------------------------------------------
<S>                                                           <C>            <C>                 <C>            <C>
Rental income                                                $ 1,088              $ 1,109       $ 1,143          $ 1,114

Income (loss) from operations (1)                            $   171              $(1,639)      $   631          $   657

Net earnings (loss)                                          $   172              $(1,638)      $   632          $   659

Limited partners' share of net earnings (loss)               $   162              $(1,647)      $   623          $   650

Limited partners' share of distributions                     $   987              $   838       $   837          $   957

                                                                                 2003 Quarters Ended
                                                           ---------------------------------------------------------------
                                                             Mar. 31              June 30      Sept. 30          Dec. 31
                                                           ---------------------------------------------------------------

Rental income                                                $ 1,202              $ 1,190       $ 1,162          $ 1,133

Income from operations                                       $   283              $   145       $   156          $   173

Net earnings                                                 $   284              $   146       $   157          $   174

Limited partners' share of net earnings                      $   274              $   136       $   148          $   166

Limited partners' share of distributions                     $   933              $   993       $   870          $   779
</TABLE>

(1)  In the second quarter,  the Partnership  recorded a write-down of $2,216 to
     write down the value of certain  containers  that had carrying values which
     were greater than the anticipated per unit sales price included in a letter
     of  intent  entered  into  in  July  2004.  The  Partnership's  results  of
     operations  for the second quarter of 2004 include an adjustment of $421 to
     reduce  the above  write  down of  containers  to  correct an error made in
     calculating the write down of containers amount at June 30, 2004.

(2)  Certain  amounts  reported  in the second  quarter  have been  restated  to
     correct for the error discussed above.


<PAGE>



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

There have been none.

ITEM 9A. CONTROLS AND PROCEDURES

Based on an evaluation of the Partnership's  disclosure  controls and procedures
(as defined in Rules 13a-15 and 15d-15 of the Securities  Exchange Act of 1934),
the  managing  general  partner's  principal  executive  officer  and  principal
financial officer have found those controls and procedures to be effective as of
the end of the  period  covered by the  report.  There has been no change in the
Partnership's internal control over financial reporting that occurred during the
Partnership's  last fiscal quarter (the  Partnership's  fourth fiscal quarter in
the  case of an  annual  report),  and  which  has  materially  affected,  or is
reasonably likely materially to affect, the Partnership's  internal control over
financial reporting.

The  error in the  impairment  analysis  identified  in the  Selected  Quarterly
Financial  Data  in the  financial  statements  was due to a  difference  in the
accumulated  depreciation  allowance  used to calculate the  write-down  and the
amount recorded in the financial statements. The discovery of this error did not
lead to a change in internal control that materially  affected the Partnership's
internal control over financial reporting.

ITEM 9B.  OTHER INFORMATION.

Inapplicable.
                                    PART III

ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Registrant has no officers or directors.

The Registrant's three general partners are TFS, TEM and TL. TFS is the Managing
General Partner of the Partnership and is a wholly-owned  subsidiary of TCC. TEM
and TL are Associate  General Partners of the Partnership.  The Managing General
Partner and  Associate  General  Partners  are  collectively  referred to as the
General  Partners.  TCC, TEM and TL are  wholly-owned  subsidiaries of Textainer
Group  Holdings  Limited  (TGH).  The General  Partners 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, 2004,  all Section 16(a) filing  requirements  were complied
with. No member of management,  or beneficial owner,  owned more than 10 percent
of limited  partnership  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.

Code of Ethics
______________

The  Registrant  has  adopted a code of ethics  that  applies  to its  principal
executive officer,  principal financial officer, principal accounting officer or
controller,  or persons performing similar functions.  The Registrant has posted
this  code  of  ethics  on  its  Internet  website  at  the  following  address:
www.textainer.com/sharehld/codeofethics.pdf.
<PAGE>
<TABLE>
<CAPTION>

Directors and Executive Officers of the General Partners

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

Name                             Age     Position
<S>                              <C>     <C>

Neil I. Jowell                   71      Director and Chairman of TGH, TEM, TL, TCC and TFS
John A. Maccarone                60      President, CEO and Director of TGH, TL, TCC and TFS; Director of TEM
Dudley R. Cottingham             53      President, CEO and Director of TEM; Assistant Secretary,  Vice President and
                                         Director of TGH and TL
James E. Hoelter                 65      Director of TGH, TCC and TFS
Philip K. Brewer                 47      Senior Vice President - Asset Management Group and Director of TL
Robert D. Pedersen               45      Senior Vice President - Leasing Group, Director of TEM
Ernest J. Furtado                49      Senior Vice President,  CFO and Secretary of TGH, TL, TCC and TFS,  Director
                                         of TL, TCC and TFS
S. Arthur Morris                 71      Vice President, CFO and Director of TEM; Director of TGH and TL
Gregory W. Coan                  41      Vice President and Chief Information Officer
Wolfgang Geyer                   51      Regional Vice President - Europe
Mak Wing Sing                    47      Regional Vice President - South Asia
Masanori Sagara                  48      Regional Vice President - North Asia
Stefan Mackula                   52      Vice President -  Equipment Resale
Anthony C. Sowry                 52      Vice President - Corporate Operations and Acquisitions
Richard G. Murphy                52      Vice President - Risk Management
Janet S. Ruggero                 56      Vice President - Administration and Marketing Services
Jens W. Palludan                 54      Regional Vice President - Americas and Logistics
Isam K. Kabbani                  70      Director of TGH
James A. C. Owens                65      Director of TGH, TEM and TL
Cecil Jowell                     69      Director of TGH, TEM and TL
Hendrik van der Merwe            57      Director of TGH, TEM and TL
James E. McQueen                 60      Director of TGH, TEM and TL
Christopher C. Morris            39      Secretary of TEM
Harold J. Samson                 83      Director of TCC and TFS
Nadine Forsman                   37      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  General  Partners
reorganized and reconstituted their board of directors.

     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  businesses
are the owning,  financing,  leasing and managing of marine cargo containers and
returnable  packaging units  worldwide,  finance  related  activities and supply
chain  management  services.  He is also a Director of a number of Mobile's  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 and CEO of TGH, TL, TCC and TFS. He is also
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 and was President and
CEO of TEM from 1988 through May, 2004. In this capacity,  he is responsible for
the  activities  of TGH,  TL, TCC and TFS. As  President  and CEO of TEM, he was
responsible for overseeing the management of and  coordinating the activities of
Textainer's  worldwide  fleet of marine cargo  containers.  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.

     Dudley R.  Cottingham is  President,  CEO and Director of TEM and Assistant
Secretary,  Vice President and a director of TGH and TL. Mr.  Cottingham  became
the  President  and CEO of TEM in May,  2004,  a director of TEM in 1994 and has
served in these other  positions  since 1993.  As President and CEO of TEM he is
responsible for overseeing the management of and  coordinating the activities of
Textainer's  worldwide  fleet of marine cargo  containers.  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.  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 and is a director of
Morris Cottingham  Corporate Services,  located in the Turks and Caicos Islands.
Mr.   Cottingham  has  over  30  years  experience  in  public  accounting  with
responsibility for a variety of international and local clients.

     James E.  Hoelter is a  director  of TGH,  TCC and TFS.  In  addition,  Mr.
Hoelter is a member of 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 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, TL,
TCC and TFS and has been such since 1999. He was also the Senior Vice President,
CFO and  Secretary of TEM from 1999 through 2004.  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,  TL, TCC and TFS. As
Senior Vice  President,  CFO and  Secretary of TEM, he was  responsible  for all
accounting, financial management, and reporting functions for TEM. 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.

     S. Arthur  Morris is Vice  President  and CFO of TEM and a director of TGH,
TEM and TL. Mr. Morris became Vice  President and CFO of TEM in 2004, a director
of TL and TGH in 1993 and a director of TEM in 1994.  As Senior Vice  President,
CFO and  Secretary  of TEM,  he is  responsible  for all  accounting,  financial
management,  and reporting  functions  for TEM. 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.  Mr. S. Arthur
Morris is the father of Mr. Christopher C. Morris.

     Gregory W. Coan is Vice  President  and Chief  Information  Officer 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  of non-U.S.  companies.  Mr.  Owens holds a Bachelor of
Commerce degree from the University of South Africa.

     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  businesses are the owning,  financing,  leasing and managing of
marine cargo  containers  and  returnable  packaging  units  worldwide,  finance
related  activities  and supply chain  management  services.  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's 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 businesses
are the owning,  financing,  leasing and managing of marine cargo containers and
returnable  packaging units  worldwide,  finance  related  activities and supply
chain  management  services.  Mr. van der Merwe is currently  also a Director 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 businesses are the owning,  financing,  leasing and managing of
marine cargo  containers  and  returnable  packaging  units  worldwide,  finance
related activities and supply chain management  services.  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).

     Christopher  C.  Morris is the  Secretary  of TEM.  Mr.  Morris  became the
Secretary  of TEM in May,  2004.  He has been a partner  with Arthur  Morris and
Company  beginning in 2005,  a director of  Continental  Management  Limited and
Continental  Trust  Corporation  Limited  since 2004.  Prior to joining TEM, Mr.
Morris was a senior manager at Continental  Management Limited from 2000 through
2004.  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. Mr. Morris has ten years experience in
Public Accounting with  responsibility  for a variety of international and local
clients. Mr. Christopher C. Morris is the son of Mr. S. Arthur Morris.

     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).  He was a director of TGH and TL from 1993 and from 1994,  respectively,
and through  December 31, 2002.  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  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.  Further,  the Managing
General Partner has established an audit committee, as described below.

     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),  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.

     Audit  Committee.  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 Partners. The members of the audit committee are James E.
Hoelter,  Neil I. Jowell and Harold J. Samson.  The Managing  General  Partner's
board of  directors  has  determined  that the audit  committee  has a financial
expert serving on it. That member is Harold J. Samson and he is independent,  as
that term is used in Item  7(d)(3)(iv)  of  Schedule  14A  under the  Securities
Exchange Act of 1934.


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>
<TABLE>
<CAPTION>

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, 2005:
                                                                             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            0.070%
                                                                               -----            ------

                    Directors, Officers and Management as a Group              3,438            0.096%
                                                                               =====            ======

(c)       Changes in Control.

          Inapplicable.

PART 201 (d)      Securities Under Equity Compensation Plans.

          Inapplicable.
</TABLE>



ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                             (Amounts in thousands)

          (a) Transactions with Management and Others.

          At December 31, 2004, due from affiliates, net, is comprised of:


                  Due from affiliates:
                     Due from TEM.....................      $191
                                                             ---

                  Due to affiliates:
                     Due to TCC.......................        12
                     Due to TFS.......................        32
                                                             ---
                                                              44
                                                             ---
                  Due from affiliates, net                  $147
                                                             ===

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

          In addition, for the year ended December 31, 2004, the Registrant paid
          or will pay the following amounts to the General Partners:


          Management fees in connection with the operations of the Registrant:


                  TEM.................................      $312
                  TFS.................................       119
                                                             ---
                  Total...............................      $431
                                                             ===

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



                  TEM.................................      $183
                  TFS.................................        35
                                                             ---
                  Total...............................      $218
                                                             ===

          For  more  information  on  these  transactions,  see  Note  2 to  the
          Financial  Statements  in Item 8.  The  Registrant  contemplates  that
          payments and reimbursements will be made to the General Partners under
          these same arrangements in the current fiscal year.

          Equipment  Management Agreement Between RFH and TEM Upon Completion of
          Proposed Asset Sale

          As a condition of the completion of the Proposed Asset Sale,  RFH, the
          buyer, will enter into an Equipment Management Services Agreement (the
          "Management  Agreement") with TEM. The Management Agreement will place
          all  of the  containers  sold  by the  Partnership  to RFH  under  the
          management of TEM.

          The Management  Agreement will go into effect if and when the Proposed
          Asset Sale is completed  and will continue in effect until the sale or
          disposition by TEM, or loss or destruction of all containers  owned by
          RFH and  managed by TEM  (including the containers  sold to RFH by the
          Partnership.)  TEM will act as agent for RFH to manage and  administer
          the  containers,  arrange their leasing and enter into leases,  in the
          same  manner  that  TEM  has  been  managing  and   administering  the
          containers for the Partnership prior to the Proposed Asset Sale.

          The Management Agreement provides that RFH will pay the following fees
          to TEM for its services:

            o  a monthly fee of the 13% of the net operating income ("NOI") from
               containers subject to master leases; plus
            o  a monthly fee of 9% of NOI of containers under long-term  leases;
               plus
            o  a monthly fee of 2% of the proceeds from finance  leases plus;
            o  10% of the sale proceeds from the sale of any  container,  except
               for a sale to TEM or any  affiliate of TEM , a sale pursuant to a
               purchase  option in a lease,  or a sale resulting from a casualty
               loss/ plus
            o  a fee of 2% of the cost of any  additional  containers  where TEM
               has acted as the agent of RFH in the purchase of containers.

          The Management Agreement  additionally  provides,  among other things,
          that either RFH or TEM may terminate the  Management  Agreement in the
          event of certain  material  breaches.  TEM is permitted to subcontract
          its management duties to affiliates of TEM.

(b)       Certain Business Relationships.

          Inapplicable.

(c)       Indebtedness of Management.

          Inapplicable.

(d)       Transactions with Promoters.

          Inapplicable.

ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES

Registrant incurred the following accounting fees from KPMG LLP during the years
ended December 31, 2004 and 2003:

                                                          2004     2003
                                                          ----     ----

               Audit fees.............................     $37      $28
                                                            ==       ==

The Registrant  first  established its audit committee in 2002. The Registrant's
audit  committee  has approved the audit  services  for the  preparation  of the
Registrant's  current year's  financial  statements and any related,  underlying
business  transactions,  as well as tax consultation  services up to a specified
dollar amount,  all subject to ongoing reports made to the audit committee.  The
committee has not otherwise authorized pre-approvals, or delegated its authority
to grant pre-approvals, of audit or non-audit services.



<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, 2004 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  31.1 and 31.2  Certifications  pursuant  to Rules  13a-14 or
          15d-14 of the Securities and Exchange Act of 1934.

          Exhibits 32.1 and 32.2  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

               The Registrant's limited partnership agreement,  Exhibit A to the
               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.

               Exhibit 10 the Asset Sale  Agreement  between the  Registrant and
               RFH, Ltd.,  Appendix A to the  Registrant's  Proxy  Statement for
               Special Meeting of Limited Partners, as filed with the Commission
               on January 20, 2005.




<PAGE>











    Report of Independent Registered Public Accounting Firm on Supplementary
    ------------------------------------------------------------------------
                                    Schedule
                                    --------



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

Under the date of March 22, 2005, we reported on the balance sheets of Textainer
Equipment  Income Fund II, L.P.  (the  Partnership)  as of December 31, 2004 and
2003, and the related  statements of  operations,  partners'  capital,  and cash
flows for each of the years in the  three-year  period ended  December 31, 2004,
which are included in the 2004 annual report on Form 10-K.  In  connection  with
our audits of the  aforementioned  financial  statements,  we also  audited  the
related  financial  statement  schedule  as  listed in Item 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 financial statement 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
March 22, 2005



<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                     at End
                                                 Beginning         And                          of
                                                 of Period      Expenses       Deduction      Period
                                                 ---------      --------       ---------      ------
<S>                                             <C>             <C>            <C>            <C>

For the year ended December 31, 2004

Allowance for
  doubtful accounts                                   $ 68          $ 72            $ (3)       $137
                                                       ---           ---             ---         ---

Accrued damage protection
  plan costs                                          $190          $ 97            $(80)       $207
                                                       ---           ---             ---         ---

Accrued repositioning accrual                         $  -          $  2            $  -        $  2
                                                       ---           ---             ---         ---


For the year ended December 31, 2003:

Allowance for
  doubtful accounts                                   $ 81          $  -            $(13)       $ 68
                                                       ---           ---             ---         ---

Accrued damage protection
  plan costs                                          $126          $138            $(74)       $190
                                                       ---           ---             ---         ---


For the year ended December 31, 2002:

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

Accrued damage protection
  plan costs                                          $107          $ 87            $(68)       $126
                                                       ---           ---             ---         ---
</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 30, 2005


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 30 , 2005
Ernest J. Furtado                                Vice President, Secretary and
                                                 Director (Chief Financial and
                                                 Principal Accounting Officer)




________________________________                 Chief Executive Officer, President           March 30, 2005
John A. Maccarone                                and Director



________________________________                 Chairman of the Board and Director           March 30, 2005
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 30, 2005


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 30, 2005
Ernest J. Furtado                                Vice President, Secretary and
                                                 Director (Chief Financial and
                                                 Principal Accounting Officer)




/s/ John A. Maccarone
____________________________________             Chief Executive Officer, President           March 30, 2005
John A. Maccarone                                and Director



/s/ Neil I. Jowell
____________________________________             Chairman of the Board and Director           March 30, 2005
Neil I. Jowell


</TABLE>


<PAGE>



                                  EXHIBIT 31.1


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 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
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  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 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-15(e) and  15d-15(e))  for the registrant and we
     have:

     a.)  designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  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 and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c.)  disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b.)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.


March 30, 2005


                                      /s/ John A. Maccarone
                                      _____________________________________
                                      John A. Maccarone
                                      Chief Executive Officer, President
                                      and Director of TFS



<PAGE>


                                  EXHIBIT 31.2


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 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
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  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 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-15(e) and  15d-15(e))  for the registrant and we
     have:

     a.)  designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  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 and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c.)  disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b.)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.


March 30, 2005


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


<PAGE>



                                  EXHIBIT 32.1



                            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, 2004, as
filed on March  30,  2005  with the  Securities  and  Exchange  Commission  (the
"Report"),  I, John A.  Maccarone,  the Chief Executive  Officer,  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 30, 2005




                                By  /s/ John A. Maccarone
                                    _____________________________________
                                    John A. Maccarone
                                    Chief Executive Officer, President
                                    and Director of TFS


A signed  original of this  written  statement  required by Section 906 has been
provided to the  Registrant and will be retained by the Registrant and furnished
to the Securities and Exchange Commission or its staff upon request.



<PAGE>



                                  EXHIBIT 32.2



                            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, 2004, as
filed on March  30,  2005  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 30, 2005




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


A signed  original of this  written  statement  required by Section 906 has been
provided to the  Registrant and will be retained by the Registrant and furnished
to the Securities and Exchange Commission or its staff upon request.