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


November 12, 2004


Securities and Exchange Commission
Washington, DC  20549

Ladies and 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 Quarterly Report on Form 10-Q for the
Third Quarter ended September 30, 2004.

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-Q



                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                For the quarterly period ended September 30, 2004


                         Commission file number 0-19145


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


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.

                                 Yes [X] No [ ]


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

                                 Yes [ ] No [X]




<PAGE>

<TABLE>
<CAPTION>

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

Quarterly Report on Form 10-Q for the
Quarter Ended September 30, 2004

Table of Contents
-------------------------------------------------------------------------------------------------------------------



                                                                                                               Page
Part I    Financial Information
<S>                                                                                                            <C>

    Item 1.    Financial Statements (unaudited)

          Balance Sheets - September 30, 2004
          and December 31, 2003.............................................................................    3


          Statements of Operations for the three and nine months
          ended September 30, 2004 and 2003.................................................................    4


          Statements of Partners' Capital for the nine months
          ended September 30, 2004 and 2003.................................................................    5


          Statements of Cash Flows for the nine months
          ended September 30, 2004 and 2003.................................................................    6


          Notes to Financial Statements.....................................................................    8


    Item 2.    Management's Discussion and Analysis of Financial Condition
               and Results of Operations....................................................................   13


    Item 3.    Quantitative and Qualitative Disclosures about Market Risk...................................   24


    Item 4.    Controls and Procedures......................................................................   25


Part II   Other Information


    Item 6.    Exhibits and Reports on Form 8K..............................................................   25

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

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

Balance Sheets

September 30, 2004 and December 31, 2003
(Amounts in thousands)
(unaudited)
------------------------------------------------------------------------------------------------------------------


                                                                                 2004                   2003
                                                                           ----------------       ----------------
<S>                                                                       <C>                     <C>
Assets
Container rental equipment, net of accumulated depreciation
     and impairment of $16,119 (2003:  $14,059) (notes 4 & 6)              $        10,343        $        14,247
Cash                                                                                   441                    423
Accounts receivable, net of allowance for doubtful
     accounts of $114 (2003:  $68)                                                     904                  1,020
Due from affiliates, net (note 2)                                                      145                    102
Prepaid expenses                                                                         6                     19
                                                                           ----------------       ----------------

                                                                           $        11,839        $        15,811
                                                                           ================       ================
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                        $            62        $            87
   Accrued liabilities                                                                 138                    158
   Accrued damage protection plan costs                                                206                    190
   Deferred quarterly distributions                                                     47                     30
   Deferred damage protection plan revenue                                              84                     82
                                                                           ----------------       ----------------

      Total liabilities                                                                537                    547
                                                                           ----------------       ----------------

Partners' capital:
   General partners                                                                      -                      -
   Limited partners                                                                 11,302                 15,264
                                                                           ----------------       ----------------

      Total partners' capital                                                       11,302                 15,264
                                                                           ----------------       ----------------

                                                                           $        11,839        $        15,811
                                                                           ================       ================


See accompanying notes to financial statements
</TABLE>



<PAGE>
<TABLE>
<CAPTION>


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

Statements of Operations

For the three and nine months ended September 30, 2004 and 2003
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
-----------------------------------------------------------------------------------------------------------------------------

                                                      Three months       Three months       Nine months         Nine months
                                                         Ended              Ended              Ended              Ended
                                                     Sept. 30, 2004     Sept. 30, 2003     Sept. 30, 2004     Sept. 30, 2003
                                                    ----------------   ----------------   ----------------   ----------------

<S>                                                 <C>                <C>               <C>                 <C>
Rental income                                       $         1,143    $         1,162    $         3,341    $         3,554
                                                    ----------------   ----------------   ----------------   ----------------

Costs and expenses:
   Direct container expenses                                    113                327                584                841
   Bad debt expense (benefit)                                    25                (10)                49                 (4)
   Depreciation (note 4)                                        244                470              1,160              1,427
   Write-down of containers (notes 4 & 6)                         -                  8              2,228                 41
   Professional fees                                             22                  7                 46                 19
   Management fees to affiliates (note 2)                       110                115                320                339
   General and administrative costs to affiliates (note 2)       53                 55                156                168
   Other general and administrative costs                        12                 19                 41                 56
   (Gain) loss on sale of containers                            (67)                15                 12                 82
                                                    ----------------   ----------------   ----------------   ----------------

                                                                512              1,006              4,596              2,969
                                                    ----------------   ----------------   ----------------   ----------------

   Income (loss) from operations                                631                156             (1,255)               585
                                                    ----------------   ----------------   ----------------   ----------------

Interest income                                                   1                  1                  3                  3
                                                    ----------------   ----------------   ----------------   ----------------

   Net earnings (loss)                              $           632    $           157    $        (1,252)   $           588
                                                    ================   ================   ================   ================

Allocation of net earnings (loss) (note 2):
   General partners                                 $             9    $             9    $            28    $            29
   Limited partners                                             623                148             (1,280)               559
                                                    ----------------   ----------------   ----------------   ----------------

                                                    $           632    $           157    $        (1,252)   $           588
                                                    ================   ================   ================   ================

Limited partners' per unit share
   of net earnings (loss)                           $          0.17    $          0.04    $         (0.36)   $          0.16
                                                    ================   ================   ================   ================

Limited partners' per unit share
   of distributions                                 $          0.23    $          0.24    $          0.74    $          0.78
                                                    ================   ================   ================   ================

Weighted average number of limited
   partnership units outstanding                          3,588,941          3,598,318          3,588,941          3,605,084
                                                    ================   ================   ================   ================


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

For the nine months ended September 30, 2004 and 2003
(Amounts in thousands)
(unaudited)
-------------------------------------------------------------------------------------------------------------

                                                                        Partners' Capital
                                                    ---------------------------------------------------------
                                                       General               Limited                Total
                                                    -------------         -------------         -------------

<S>                                                <C>                   <C>                   <C>
Balances at January 1, 2003                         $          -          $     18,215          $     18,215

Distributions                                                (29)               (2,796)               (2,825)

Redemptions (note 5)                                           -                   (86)                  (86)

Net earnings                                                  29                   559                   588
                                                    -------------         -------------         -------------

Balances at September 30, 2003                      $          -          $     15,892          $     15,892
                                                    =============         =============         =============

Balances at January 1, 2004                         $         -           $     15,264          $     15,264

Distributions                                                (28)               (2,662)               (2,690)

Redemptions (note 5)                                           -                   (20)                  (20)

Net earnings (loss)                                           28                (1,280)               (1,252)
                                                    -------------         -------------         -------------

Balances at September 30, 2004                      $          -          $     11,302          $     11,302
                                                    =============         =============         =============


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

For the nine months ended September 30, 2004 and 2003
(Amounts in thousands)
(unaudited)
------------------------------------------------------------------------------------------------------------------

                                                                                         2004              2003
                                                                                     -----------       -----------
<S>                                                                                 <C>               <C>
Cash flows from operating activities:
   Net (loss) earnings                                                               $   (1,252)       $      588
   Adjustments to reconcile net (loss) earnings to
     net cash provided by operating activities:
        Depreciation (note 4)                                                             1,160             1,427
        Write-down of containers (notes 4 & 6)                                            2,228                41
        Increase (decrease) in allowance for doubtful accounts                               46                (9)
        Loss on sale of containers                                                           12                82
        (Increase) decrease in assets:
           Accounts receivable                                                               86               209
           Due from affiliates, net                                                         (92)              (20)
           Prepaid expenses                                                                  13                15
        Increase (decrease) in liabilities:
           Accounts payable and accrued liabilities                                         (45)              (26)
           Accrued damage protection plan costs                                              16                34
           Deferred damage protection plan revenue                                            2                 -
                                                                                     -----------       -----------

              Net cash provided by operating activities                                   2,174             2,341
                                                                                     -----------       -----------

Cash flows from investing activities:
   Proceeds from sale of containers                                                         538               583
                                                                                     -----------       -----------

              Net cash provided by investing activities                                     538               583
                                                                                     -----------       -----------

Cash flows from financing activities:
   Redemptions of limited partnership units                                                 (20)              (86)
   Distributions to partners                                                             (2,674)           (2,831)
                                                                                     -----------       -----------

              Net cash used in financing activities                                      (2,694)           (2,917)
                                                                                     -----------       -----------

Net increase in cash                                                                         18                 7

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

Cash at end of period                                                                $      441        $      380
                                                                                     ===========       ===========


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

For the nine-months ended September 30, 2004 and 2003
(Amounts in thousands)
(unaudited)
--------------------------------------------------------------------------------

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 September 30, 2004 and 2003,  and December 31, 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.

                                                              Sept. 30       Dec. 31      Sept. 30       Dec. 31
                                                                2004          2003          2003          2002
                                                             ----------    ----------    ----------    ----------
<S>                                                         <C>            <C>           <C>           <C>
Distributions to partners included in:
     Due to affiliates..............................            $  3           $  4         $  3           $  4
     Deferred quarterly distributions...............              47             30           42             47

Proceeds from sale of containers included in:
     Due from affiliates............................              90            140          125            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  nine-month
periods ended September 30, 2004 and 2003.
                                                                                            2004           2003
                                                                                            ----           ----

Distributions to partners declared..............................................          $2,690         $2,825
Distributions to partners paid..................................................           2,674          2,831

Proceeds from sale of containers recorded.......................................             488            564
Proceeds from sale of containers received.......................................             538            583

The  Partnership  has  entered  into direct  finance  leases,  resulting  in the
transfer of containers from container rental  equipment to accounts  receivable.
The carrying value of containers transferred during the nine-month periods ended
September 30, 2004 and 2003 was $16 and $4, respectively.


See accompanying notes to financial statements

</TABLE>

<PAGE>

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

Notes To Financial Statements

For the three and nine months ended September 30, 2004 and 2003
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
--------------------------------------------------------------------------------

Note 1.  General

     Textainer  Equipment Income Fund II, L.P. (the  Partnership),  a California
     limited  partnership  with a maximum life of 20 years,  was formed in 1989.
     The Partnership owns a fleet of intermodal marine cargo  containers,  which
     are leased to international shipping lines.

     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 once all or substantially all of the Partnership's equipment has
     been sold.

     The accompanying  interim  comparative  financial  statements have not been
     audited by an  independent  public  accountant.  However,  all  adjustments
     (which  were only  normal and  recurring  adjustments)  which  are,  in the
     opinion of management,  necessary to fairly present the financial  position
     of the  Partnership  as of September 30, 2004 and December 31, 2003 and the
     results  of its  operations  for the three  and  nine-month  periods  ended
     September 30, 2004 and 2003 and changes in partners' capital and cash flows
     for the  nine-month  periods ended  September 30, 2004 and 2003,  have been
     made.

     The financial  information  presented  herein should be read in conjunction
     with the audited financial statements and other accompanying notes included
     in the Partnership's  annual audited financial statements as of and for the
     year ended December 31, 2003, in the Annual Report filed on Form 10-K.

     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 sale
     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 (See Notes 4 and
     6.)

     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

     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.

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

     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.  For the three and nine-month periods ended September 30, 2004
     the  Partnership  incurred  $30  and  $86  of  incentive  management  fees,
     respectively,  and $33 and $90, respectively, for the comparable periods in
     2003.  There were no  equipment  liquidation  fees  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 September
     30, 2004 and December 31, 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 revenues attributable to full payout net leases. These fees
     totaled $80 and $234 for the three and nine-month  periods ended  September
     30, 2004, respectively,  and $82 and $249, respectively, for the comparable
     periods in 2003.

     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.   General  and
     administrative  costs  allocated  to the  Partnership  during the three and
     nine-month periods ended September 30, 2004 and 2003 were as follows:


                                      Three months            Nine months
                                     ended Sept. 30,        ended Sept. 30,
                                     ---------------        ---------------
                                     2004       2003        2004       2003
                                     ----       ----        ----       ----

         Salaries                     $31        $28        $ 93       $ 91
         Other                         22         27          63         77
                                       --         --         ---        ---
          Total general and
            administrative costs      $53        $55        $156       $168
                                       ==         ==         ===        ===

     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  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 three and
     nine-month periods ended September 30, 2004 and 2003:


                                      Three months            Nine months
                                     ended Sept. 30,        ended Sept. 30,
                                     ---------------        ---------------
                                     2004       2003        2004       2003
                                     ----       ----        ----       ----

         TEM                          $45        $47        $130       $145
         TFS                            8          8          26         23
                                       --         --         ---        ---
          Total general and
            administrative costs      $53        $55        $156       $168
                                       ==         ==         ===        ===


     At September 30, 2004 and December 31, 2003,  due from  affiliates,  net is
     comprised of:

                                                          2004           2003
                                                          ----           ----
         Due from affiliates:
                Due from TEM........................      $190           $133
                                                           ---            ---

         Due to affiliates:
                Due to TCC..........................        16              5
                Due to TFS..........................        29             26
                                                           ---            ---
                                                            45             31
                                                           ---            ---

          Due from affiliates, net                        $145           $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

     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 September 30, 2004 and 2003:

                                                       2004          2003
                                                       ----          ----

            On-lease under master leases              4,249         4,036
            On-lease under long-term leases           3,315         3,405
                                                      -----         -----

             Total on-lease containers                7,564         7,441
                                                      =====         =====

     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.  Container Rental Equipment

     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  September  30,  2003.  Based on an  impairment  analysis
     performed  at June 30, 2004,  which  considered  the  possible  sale of the
     Partnership's  remaining  container  fleet  (see Note 6),  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 $2,216  during the  three-month  period ended June
     30, 2004 to write down the value of certain  containers  that had  carrying
     values which were greater than the  anticipated per unit sales price in the
     buyer's letter of intent.  The Partnership  evaluated the recoverability of
     these  containers  at  September  30,  2004 and  determined  that a further
     reduction to the carrying value of these containers was not required.

     The Partnership also evaluated the recoverability of the recorded amount of
     containers  identified  for sale in the  ordinary  course of  business  and
     determined  that a  reduction  to the  carrying  value  of  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 nine-month  periods ended
     September 30, 2004 and 2003 the Partnership recorded write down expenses of
     $12 and $41, respectively,  on 35 and 112 containers identified as for sale
     and  requiring  a  reserve.  There was no  write-down  recorded  during the
     three-month  period ended September 30, 2004. During the three-month period
     ended September 30, 2003, the Partnership  recorded a write down expense of
     $8 on 31  containers  identified  for  sale and  requiring  a  reserve.  At
     September 30, 2004 and 2003, the net book value of the 19 and 77 containers
     identified as for sale was $18 and $60, respectively.  These containers are
     included in container rental equipment in the balance sheets.

     During the  nine-month  periods  ended  September  30,  2004 and 2003,  the
     Partnership sold 44 and 123, respectively, of these previously written down
     containers for losses of $2 and $11.  During the  three-month  period ended
     September  30,  2003  the  Partnership  sold  26  previously  written  down
     containers for a loss of $1.

     The  Partnership  also sold  containers  that had not been written down and
     recorded  losses  of $10  and  $71  during  the  nine-month  periods  ended
     September 30, 2004 and 2003,  respectively.  During the three-month periods
     ended September 30, 2004 and 2003, the  Partnership  recorded a gain of $67
     and a loss of $14,  respectively,  on the sale of  containers  that had not
     been written down.
<PAGE>

Note 5.  Redemptions
<TABLE>
<CAPTION>

     The following  redemptions were  consummated by the Partnership  during the
     nine-month periods ended September 30, 2004 and 2003:

                                                                Units               Average
                                                               Redeemed        Redemption Price         Amount Paid
                                                               --------       ------------------        -----------
<S>                                                            <C>             <C>                     <C>
        Total Partnership redemptions as of
          December 31, 2002................                    129,570               $6.82                 $  883
        Nine-month period ended:
          September 30, 2003...............                     22,112               $3.89                     86
                                                               -------                                      -----
        Total Partnership redemptions as of
          September 30, 2003...............                    151,682               $6.39                 $  969
                                                               =======                                      =====


        Total Partnership redemptions as of
          December 31, 2003................                    155,434               $6.32                 $  983
        Nine-month period ended:
          September 30, 2004...............                      5,625               $3.56                     20
                                                               -------                                      -----
        Total Partnership redemptions as of
          September 30, 2004...............                    161,059               $6.23                 $1,003
                                                               =======                                      =====
</TABLE>

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

Note 6.  Possible Sale of Container Fleet

     In July  2004,  the  Partnership  signed a  letter  of  intent  to sell its
     remaining container fleet for cash to an unaffiliated  corporate purchaser.
     The Partnership is in the process of negotiating a definitive  purchase and
     sale agreement  with the  purchaser.  If the purchase and sale agreement is
     finalized  and  signed by all  parties,  the  Partnership  will  submit the
     proposed sale to the Limited Partners for approval. If the Limited Partners
     approve the sale and the sale is  completed,  the  Partnership  anticipates
     that it will  distribute  the net  proceeds of the sale to the partners and
     terminate its existence during 2005.

<PAGE>

ITEM 2 - 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 three and  nine-month  periods
ended September 30, 2004 and 2003. 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.  Current  demand and related  market  conditions  for  containers are
discussed  below under  "Results of Operations:  Current  Market  Conditions for
Leased  Containers."  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.

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.

To  date,  the  Partnership  has  generally  sold  containers  individually.  As
discussed below under "Possible Sale of Partnership  Assets," the Partnership is
currently in  negotiations  to sell all of its  remaining  container  fleet to a
corporate purchaser.

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,  since 1998, used container
prices have declined,  causing the  Partnership to realize less from the sale of
its used containers. Used container sales prices stabilized in 2002 and 2003 and
have 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
<PAGE>
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  have  increased  significantly  due  to a
worldwide shortage of steel,  which has 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 would 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.  The choice of  liquidation
options has been based on which option is believed to better enhance the overall
economic return to investors.  As described  below, the Partnership is currently
in the process of negotiating a proposed sale of its entire container fleet to a
corporate purchaser.

In June 2004, the  Partnership  compared the carrying value of its containers to
the  anticipated  estimated  price to be  realized in the  proposed  sale to the
corporate purchaser.  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 "Possible Sale of Partnership
Assets" below and "Other Income and Expenses: Write Down of Containers."

Possible Sale of Partnership Assets

In July 2004, the Partnership and five other limited partnerships managed by the
General  Partners  signed a letter of intent to sell their  remaining  container
fleets  for cash to an  unaffiliated  corporate  purchaser,  RFH  Limited,  (the
"Purchaser").  The Partnership, other limited partnerships and the Purchaser are
in the  process  of  negotiating  the Asset  Sale  Agreement.  If the Asset Sale
Agreement is  finalized,  the  Partnership  will submit the proposed sale to the
Limited Partners for approval.

If the  Limited  Partners  approve  the  sale  and the  sale is  completed,  the
Partnership anticipates that it will distribute the net proceeds of this sale to
the partners and terminate  its existence  during 2005. In the event the sale is
not  approved,  the  Partnership  expects  to  continue  to sell its  containers
gradually,  either individually or in groups, according to the condition of, and
market for, the containers.

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

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  nine-month  periods  ended
September 30, 2004 and 2003, was $2,174 and $2,341,  respectively.  The decrease
of $167, or 7%, was primarily due to  fluctuations in accounts  receivable,  and
due from affiliates, net, offset by an increase in net earnings (loss), adjusted
for non-cash  expenses.  Accounts  receivable  decreased $86 for the  nine-month
period ended  September 30, 2004 primarily due to the decrease in rental income.
The decrease of $209 in accounts receivable during the comparable period in 2003
was primarily due to the decrease in the average  collection  period of accounts
receivable,  offset by the increase in rental income.  Fluctuations  in due from
affiliates,  net,  resulted  from timing  differences  in the  remittance of net
rental revenues and the payment of expenses and fees, as well as in fluctuations
in these amounts. Net earnings (loss), adjusted for non-cash expenses, 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."

Cash from Sale of Containers

Current Uses: For the nine-month  periods ended September 30, 2004 and 2003, net
cash  provided by investing  activities  (the sale of  containers)  was $538 and
$583,  respectively.  The decrease of $45 was primarily  due to the  Partnership
selling fewer containers  during the nine-month period ended September 30, 2004,
compared to the equivalent  period in 2003. The decrease was partially offset by
an increase in the average  sales  price.  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 in
the first  quarter of 2004 and  increases in demand  during the second and third
quarters have 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."  In general,  the decline in the number of
containers  identified  for sale has  caused  the  average  sales  price of used
containers to increase 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  nine-month  period ended  September  30,  2004,  the
Partnership  declared cash  distributions to limited partners  pertaining to the
period from  December  2003 through  August 2004 in the amount of $2,662,  which
represented  $0.74 per unit. On a cash basis,  as reflected in the Statements of
Cash Flows, after paying redemptions and general partner  distributions,  $2,126
of these distributions was from operating activities and the balance of $536 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.

If the expected Asset Sale Agreement is entered into, distributions are expected
to continue  through the  proposed  effective  date of the sale and will then be
suspended until the sale is approved by the limited partners or it is determined
that the  sale  will not be  approved.  If the  proposed  sale is  approved  and
completed, the Partnership expects to distribute the net proceeds from the sale,
along with any cash from  operations  earned prior to the effective  date of the
sale in one or two payments.  If the proposed  sale is not  approved,  once this
determination  is made,  the  Partnership  expects to  continue  paying  monthly
distribution payments as described above.

Capital Commitments:  Redemptions:  During the nine-month period ended September
30, 2004, the Partnership redeemed 5,625 units for a total dollar amount of $20.
The Partnership used cash flow 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  income from operations,  which consists  primarily of rental
income  less  costs  and  expenses  (including  container  depreciation,  direct
container  expenses,   management  fees,  and  reimbursement  of  administrative
expenses) 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 nine-month periods ended September 30, 2004 and 2003:

                                                       2004        2003
                                                       ----        ----

        Beginning container fleet...............      8,452       9,425
        Ending container fleet..................      7,943       8,731
        Average container fleet.................      8,198       9,078

The average  container  fleet  decreased  10% from the  nine-month  period ended
September 30, 2003 to the same period in 2004,  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 nine-month  period ended September 30,
2003 to the comparable period in 2004.

Utilization

Rental  income and direct  container  expenses are also  affected by the average
utilization of the container fleet, which was 90% and 84%, during the nine-month
periods ended September 30, 2004 and 2003, respectively. The remaining container
fleet is off-lease  and is being  stored  primarily at a large number of storage
depots.  At  September  30,  2004  and  2003,   utilization  was  95%  and  85%,
respectively, and the Partnership's off-lease containers (in units) were located
in the following locations:
                                                       2004        2003
                                                       ----        ----

        Americas                                        229         604
        Europe                                           62         150
        Asia                                             82         515
        Other                                             6          21
                                                        ---       -----

        Total off-lease containers                      379       1,290
                                                        ===       =====

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% from the  nine-month  period ended  September  30, 2003  compared to the same
period in 2004 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 September
30, 2004 and 2003,  44% and 46%,  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.
<PAGE>

Comparative Results of Operations

The  following is a comparative  analysis of the results of  operations  for the
three and nine-month periods ended September 30, 2004 and 2003:


                                         Three months          Nine months
                                       ended  Sept. 30,      ended Sept. 30,
                                       ----------------      ---------------
                                       2004        2003      2004       2003
                                       ----        ----      ----       ----

    Rental income                    $1,143      $1,162    $3,341     $3,554
    Income (loss) from operations    $  631      $  156   ($1,255)    $  585

    Percent change from previous
    year in:
      Utilization                       12%         12%        7%        22%
      Average container fleet size      (9%)       (11%)     (10%)      (12%)
      Average rental rates              (5%)       ( 4%)     ( 4%)      ( 6%)


The loss from  operations  for the  nine-month  period ended  September 30, 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  $213,  or 6%, from the  nine-month
period ended September 30, 2003 to the comparable period in 2004 and $19, or 2%,
from the three-month period ended September 30, 2003 to the same period in 2004.
These declines were  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 $168, or 5%, from the
nine-month  period ended September 30, 2003 to the comparable period in 2004 and
$4, or 0%, from the  three-month  period  ended  September  30, 2003 to the same
period in 2004.  These  declines were  primarily due to decreases in the average
container fleet size and rental rates, offset by the increases in utilization 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 third  quarter 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 and has remained strong through
the beginning of November.

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 these
off-lease  containers has also reduced the number of containers in some of these
locations. In recent years, market conditions in these low demand locations have
driven some sales of off-lease  containers.  These sales  resulted from 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  nine-month  period ended  September  30, 2004,  other rental income was
$336,  a decrease of $45 from the  equivalent  period in 2003.  The  decrease in
other rental income was  primarily due to a decrease in location  income of $60,
offset by an increase in DPP income of $25.

For the  three-month  period ended  September 30, 2004,  other rental income was
$113, a decrease of $15 from the equivalent  period in 2003. Other rental income
decreased primarily due to a decrease in handling income of $13.

Direct Container Expenses

Direct  container  expenses  decreased $257, or 31%, from the nine-month  period
ended  September  30, 2003 to the  equivalent  period in 2004.  The decrease was
primarily  due to decreases in  repositioning  and storage  expenses of $141 and
$80, respectively.  The decrease in repositioning expense was primarily due to a
decline in the number of containers  repositioned between the periods, offset by
higher  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,  offset by an increase in the average
storage cost per container.

The decrease in direct container  expenses of $214, or 65%, from the three-month
period ending September 30, 2003 to the equivalent  period in 2004 was primarily
due to  decreases  in  repositioning  and  storage  expenses  of $130  and  $49,
respectively.  The decrease in repositioning expense was due to a decline in the
number of containers  repositioned and lower average  repositioning cost 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.

Bad Debt Expense or Benefit

Bad debt expense  (benefit)  was $49 and ($4) for the  nine-month  periods ended
September 30, 2004 and 2003, respectively, and $25 and ($10) for the three-month
periods ended  September 30, 2004 and 2003,  respectively.  Fluctuations  in bad
debt expense  (benefit)  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 three and nine-month periods ended September 30, 2004 reflect higher reserve
estimates,  after  deductions had been taken against the reserve,  from June 30,
2004 and December 31, 2003, respectively. The benefits recorded during the three
and nine-month  periods ended September 30, 2003 reflect lower reserve estimates
from June 30, 2003 and December 31, 2002, respectively.

Depreciation Expense

Depreciation  expense  decreased $267, or 19%, from the nine-month  period ended
September 30, 2003 to the  comparable  period in 2004 and $226, or 48%, from the
three-month  period ended  September 30, 2003 to the comparable  period in 2004.
These decreases were 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 third quarter of 2004 and (ii) to the declines
in  average  fleet  sizes   between  the  periods.   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  $2,216 to  reduce  the  carrying  value of some of the  containers  to their
anticipated  per  unit  sales  price.  See  "Critical  Accounting  Policies  and
Estimates: Container Impairment Estimates."

Specific Containers Identified for Sale: The Partnership also identifies certain
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."

The write down  expense for these  types of  containers  decreased  $29 from the
nine-month  period  ended  September  30, 2003 to the same  period in 2004.  The
decrease  was due to the  write  down  recorded  in June  2004  and due to fewer
containers  being  identified for sale. The number of containers  identified for
sale decreased because fewer containers were located in low demand locations.

Gain (Loss) on Sale of Containers

The following  details the gain (loss) on the sale of  containers  for the three
and nine-month periods ended September 30, 2004 and 2003:

                                           Three months          Nine months
                                          Ended Sept. 30,      ended Sept. 30,
                                          ---------------      ---------------
                                          2004       2003      2004       2003
                                          ----       ----      ----       ----

    Loss on written-down containers
     identified for sale                   $ -       ($ 1)     ($ 2)      ($11)
    Gain (loss) on other containers         67       ( 14)     ( 10)      ( 71)
                                            --        ---       ---        ---
    Total gain (loss) on container sales   $67       ($15)     ($12)      ($82)
                                            ==        ===       ===        ===

The  Partnership  recorded  losses  on  the  sale  of  written  down  containers
identified for sale for the nine-month periods ended September 30, 2004 and 2003
and the  three-month  period ended  September 30, 2003,  as the estimated  sales
proceeds used to determine the  write-down  amounts were greater than the actual
sales price received on these containers.  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. 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.  The gain
recorded on these sales during the  three-month  period ended September 30, 2004
was primarily due to significant  reduction in net book value as a result of the
June 2004 write-down.

Management 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
three and nine-month periods ended September 30, 2004 and 2003:

                                           Three months        Nine months
                                          ended Sept. 30,    ended Sept. 30,
                                          ---------------    ---------------
                                          2004       2003    2004       2003
                                          ----       ----    ----       ----

        Equipment management fees         $ 80       $ 82    $234       $249
        Incentive management fees           30         33      86         90
                                           ---        ---     ---        ---
          Management fees to affiliates   $110       $115    $320       $339
                                           ===        ===     ===        ===

Equipment  management fees fluctuated based on the fluctuations in rental income
and were  approximately 7% of rental income for the three and nine-month periods
ended  September 30, 2004 and 2003.  Fluctuations  in incentive  management fees
between  the  periods  were  primarily  due to  fluctuations  in the  amount  of
distributions paid from cash from operations.

General and  administrative  costs to affiliates  decreased $12, or 7%, from the
nine-month  period  ended  September  30,  2003 to the same  period  in 2004 and
decreased $2, or 4%, from the three-month period ended September 30, 2003 to the
comparable  period in 2004.  The  declines  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.

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.

The Partnership Agreement requires the Partnership to continue to pay these fees
and expenses to the General  Partners and to reimburse the General  Partners for
expenses  incurred by them and other service  providers.  For the amount of fees
and  reimbursements  made to the General  Partners for the three and  nine-month
periods  ended  September  30,  2004  and  2003,  see  Note 2 to  the  Financial
Statements  in Item 1. For the amount of fees and  reimbursements  made to other
service  providers,  see  Other  general  and  administrative  expenses  in  the
Statements of Operations in Item 1.

Net Earnings (Loss) per Limited Partnership Unit

                                         Three months          Nine months
                                        ended Sept. 30,      ended Sept. 30,
                                        ---------------      ---------------
                                        2004       2003      2004       2003
                                        ----       ----      ----       ----
   Net earnings (loss) per limited
    partnership unit                   $0.17     $ 0.04   ($ 0.36)     $0.16

   Net earnings (loss) allocated
    to limited partners                $ 623     $  148   ($1,280)     $ 559

Net earnings/loss per limited  partnership unit fluctuates based on fluctuations
in net  earnings/loss  allocated  to limited  partners  as detailed  above.  The
allocation of net earnings/loss  for the nine-month  periods ended September 30,
2004 and 2003  included  a special  allocation  of gross  income to the  General
Partners  of $41 and $23,  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 nine-month period ended September 30, 2004.
<PAGE>

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 13% and has averaged approximately 9% 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, 2004,  management  used a different  estimated  fair value for these
containers,  which took into  account  the  possible  sale of the  Partnership's
entire  container  fleet.  The  estimated  fair  value  used  at June 30 was the
anticipated sales price from the letter of intent regarding this sale. When this
estimated  fair value was  compared to the recorded  value of the  Partnership's
containers, some of the recorded values 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.

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 sale of its  container  fleet  above under
"Possible  Sale of  Partnership  Assets."  This sale is subject  to  conditions,
including the finalization of the Asset Sale Agreement,  completing negotiations
with the Purchaser, and receiving the approval of holders of the required number
of  limited  partner  units.  There  is no  assurance  that  this  sale  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 3.  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 nine-month period ended
September 30, 2004,  approximately 4% of the Partnership's expenses were paid in
14 different foreign  currencies.  As there are no significant  payments made in
any one foreign currency, the Partnership does not hedge these expenses.


Item 4.  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,  and which has materially  affected,  or is
reasonably likely materially to affect, the Partnership's  internal control over
financial reporting.
<PAGE>

Part II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.

   (a)   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.




<PAGE>

<TABLE>
<CAPTION>


                                   SIGNATURES


Pursuant  to the  requirements  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:  November 12, 2004

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                November 12, 2004
Ernest J. Furtado                        Vice President and Secretary





________________________                 President                                      November 12, 2004
John A. Maccarone
</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                                   SIGNATURES


Pursuant  to the  requirements  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:  November 12, 2004


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                   November 12, 2004
Ernest J. Furtado                           Vice President and Secretary





/s/John A. Maccarone
_________________________________           President                                          November 12, 2004
John A. Maccarone
</TABLE>


<PAGE>



                                  EXHIBIT 31.1


CERTIFICATIONS

I, John A. Maccarone, certify that:

1.   I have reviewed this quarterly  report on form 10-Q 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 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.

November 12, 2004

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




<PAGE>


                                  EXHIBIT 31.2


CERTIFICATIONS

I, Ernest J. Furtado, certify that:

1.   I have reviewed this quarterly  report on form 10-Q 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 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.

November 12, 2004

                          /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 Quarterly  Report of Textainer  Equipment Income Fund II,
L.P., (the  "Registrant")  on Form 10-Q for the quarterly period ended September
30,  2004,  as filed on  November  12,  2004 with the  Securities  and  Exchange
Commission (the "Report"),  I, John A. Maccarone,  the President and Director of
Textainer Financial Services Corporation ("TFS") and Principal Executive Officer
of TFS, the Managing General Partner of the Registrant,  certify, pursuant to 18
U.S.C. ss. 1350, as adopted,  regarding Section 906 of the Sarbanes-Oxley Act of
2002, that:

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


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





     November 12, 2004




                           By  /s/ John A. Maccarone
                               _________________________________________
                               John A. Maccarone
                               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 Quarterly  Report of Textainer  Equipment Income Fund II,
L.P., (the  "Registrant")  on Form 10-Q for the quarterly period ended September
30,  2004,  as filed on  November  12,  2004 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.





     November 12, 2004




                            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.