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


August 13, 1997


Securities and Exchange Commission
Washington, DC  20549

Gentlemen:

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  we are
submitting  herewith for filing on behalf of Textainer Equipment Income Fund II,
L.P. (the "Company") the Company's  Quarterly Report on Form 10-Q for the Second
Quarter ended June 30, 1997.

This filing is being effected by direct  transmission to the Commission's  EDGAR
System.

Sincerely,

Nadine Forsman
Controller

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                               Washington DC 20549



                                    FORM 10Q



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



                  For the quarterly period ended June 30, 1997


                         Commission file number 0-19145


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


          California                                              94-3097644
(State or other jurisdiction                                    (IRS Employer
of incorporation or organization)                            Identification No.)

 650 California Street, 16th Floor
      San Francisco, California                                      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 [ ]





<PAGE>



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

                      Quarterly Report on Form 10Q for the
                           Quarter Ended June 30, 1997

                                Table of Contents


<TABLE>
<CAPTION>
                                                                                                 Page

Item 1.  Financial Statements

<S>      <C>                                                                                    <C>
         Balance Sheets - June 30, 1997 (unaudited) and December 31, 1996.....................    3

         Statements of Earnings for the six and three months ended
         June 30, 1997 and 1996 (unaudited)...................................................    4

         Statements of Partners' Capital for the six months ended
         June 30, 1997 and 1996 (unaudited)...................................................    5

         Statements of Cash Flows for the six months
         ended June 30, 1997 and 1996 (unaudited).............................................    6

         Notes to Financial Statements (unaudited)............................................    8


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

</TABLE>
<PAGE>


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

                                   Balance Sheets

                        June 30, 1997 and December 31, 1996
                               (Amounts in thousands)


<TABLE>
<CAPTION>
                                                                                1997                   1996
                                                                           ---------------        ---------------
                                                                            (unaudited)
<S>                                                                      <C>                     <C>
Assets
Container rental equipment, net of accumulated
    depreciation of $22,872 (1996:  $21,660)                             $         40,027                 39,408
Cash                                                                                  822                  1,655
Net investment in direct financing leases (note 7)                                    562                    695
Accounts receivable, net of allowance
    for doubtful accounts of $1,070 (1996:  $1,073)                                 3,033                  3,126
Due from affiliates, net (note 5)                                                     297                  1,601
Prepaid expenses                                                                       12                     25
                                                                           ---------------        ---------------
                                                                         $         44,753                 46,510
                                                                           ===============        ===============
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                      $            378                    314
   Accrued liabilities                                                                195                    168
   Accrued damage protection plan costs (note 2)                                      212                    263
   Warranty claims (note 3)                                                           706                    812
   Equipment purchases payable                                                        750                    426
                                                                           ---------------        ---------------
      Total liabilities                                                             2,241                  1,983
                                                                           ---------------        ---------------

Partners' capital:
   General partners                                                                   (90)                   (90)
   Limited partners                                                                42,602                 44,617
                                                                           ---------------        ---------------
      Total partners' capital                                                      42,512                 44,527
                                                                           ---------------        ---------------
                                                                         $         44,753                 46,510
                                                                           ===============        ===============

See accompanying notes to financial statements
</TABLE>
<PAGE>
                      TEXTAINER EQUIPMENT INCOME FUND II, L.P.
                         (a California Limited Partnership)

                             Statements of Earnings

                For the six and three months ended June 30, 1997 and 1996 
      (Dollar  amounts in  thousands  except for unit and per unit amounts)
                                   (unaudited)

<TABLE>
<CAPTION>

                                             Six months        Three months         Six months        Three months
                                                  Ended               Ended              Ended               Ended
                                          June 30, 1997       June 30, 1997      June 30, 1996       June 30, 1996
                                         --------------------------------------------------------------------------

<S>                                    <C>                   <C>                <C>                 <C>  
Rental income                          $         5,072               2,548              6,006               2,887
                                         ---------------    ----------------    ---------------    ----------------

Costs and expenses:
   Direct container expenses                       950                 553                922                 489
   Bad debt expense (benefit)                       52                  64                (58)                 88
   Depreciation                                  2,284               1,277              2,014               1,012
   Professional fees                                16                   9                 16                   7
   Management fees to affiliates (note 5)          479                 242                544                 265
   General and administrative costs                352                 173                369                 169
      to affiliates (note 5)
   Other general and administrative costs           63                  30                 95                  58
                                         ---------------    ----------------    ---------------    ----------------
                                                 4,196               2,348              3,902               2,088
                                         ---------------    ----------------    ---------------    ----------------
   Income from operations                          876                 200              2,104                 799
                                         ---------------    ----------------    ---------------    ----------------

Other income:
   Interest income                                  42                 17                  31                 15
   Gain on sale of equipment                        81                 75                 167                 70
                                         ---------------    ----------------    ---------------    ----------------
                                                   123                 92                 198                 85
                                         ---------------    ----------------    ---------------    ----------------
   Net earnings                        $           999                292               2,302                884
                                         ===============    ================    ===============    ================

Allocation of net earnings (note 5):
   General partners                    $            31                 16                  32                 16
   Limited partners                                968                276               2,270                868
                                         ---------------    ----------------    ---------------    ----------------
                                       $           999                292               2,302                884
                                         ===============    ================    ===============    ================

Limited partners' per unit share
   of net earnings                     $          0.26                0.07               0.61                0.23
                                         ===============    ================    ===============    ================

Limited partners' per unit share
   of distributions                    $          0.80                0.40               0.80                0.40
                                         ===============    ================    ===============    ================

Weighted average number of limited
   partnership units outstanding             3,726,977           3,726,977           3,728,623          3,728,623
                                         ===============    ================    ===============    ================


See accompanying notes to financial statements
</TABLE>
<PAGE>


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

                         Statements of Partners' Capital

                  For the six months ended June 30, 1997 and 1996
                             (Amounts in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                        Partners' Capital
                                                    ----------------------------------------------------------
                                                      General               Limited                Total
                                                    -------------       ----------------       ---------------

<S>                                               <C>                   <C>                    <C>
Balances at January 1, 1996                       $           (90)               47,855                47,765

Distributions                                                 (32)               (2,983)               (3,015)

Redemptions (note 8)                                            -                    (2)                   (2)

Net earnings                                                   32                  2,270                2,302
                                                    -------------       ----------------       ---------------
Balances at June 30, 1996                         $           (90)                47,140               47,050
                                                    =============       ================       ===============

Balances at January 1, 1997                       $           (90)               44,617                44,527

Distributions                                                 (31)               (2,982)              (3,013)

Redemptions (note 8)                                            -                    (1)                  (1)

Net Earnings                                                   31                   968                  999
                                                    -------------       ----------------       ---------------
Balances at June 30, 1997                         $          (90)                42,602               42,512
                                                    =============       ================       ===============


See accompanying notes to financial statements
</TABLE>
<PAGE>


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

                            Statements of Cash Flows

                 For the six months ended June 30, 1997 and 1996
                             (Amounts in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                         1997              1996
                                                                                     --------------   ---------------
<S>                                                                               <C>                 <C>
Cash flows from operating activities:
   Net earnings                                                                    $           999             2,302
   Adjustments to reconcile net earnings to
     net cash provided by operating activities:
        Depreciation                                                                         2,284             2,014
        Decrease in allowance for doubtful accounts                                             (3)             (131)
        Gain on sale of equipment                                                              (81)             (167)
        Changes in assets and liabilities:
           Decrease in accounts receivable                                                      96               734
           Proceeds from principal payments of direct financing leases                         143               214
           Decrease (increase) in due from affiliates, net                                   1,461              (419)
           Increase in accounts payable and accrued liabilities                                 96                13
           Decrease in accrued damage protection plan costs                                    (51)              (25)
           Decrease in warranty claims                                                        (106)             (107)
           Decrease in prepaid expenses                                                         13                16
                                                                                     --------------   ---------------
              Net cash provided by operating activities                                      4,851             4,444
                                                                                     --------------   ---------------

Cash flows from investing activities:
   Proceeds from sale of equipment                                                           1,426             1,081
   Equipment purchases                                                                      (4,087)           (2,830)
                                                                                     --------------   ---------------
              Net cash used in investing activities                                         (2,661)           (1,749)
                                                                                     --------------   ---------------

Cash flows from financing activities:
   Redemptions of limited partnership units                                                     (1)               (2)
   Distributions to partners                                                                (3,022)           (2,994)
                                                                                     --------------   ---------------
              Net cash used in financing activities                                         (3,023)           (2,996)
                                                                                     --------------   ---------------

Net decrease in cash                                                                          (833)             (301)

Cash at beginning of period                                                                  1,655               489
                                                                                     --------------   ---------------
Cash at end of period                                                              $           822               188
                                                                                     ==============   ===============


See accompanying notes to financial statements
</TABLE>
<PAGE>





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

                       Statements of Cash Flows--Continued

            For the six and three months ended June 30, 1997 and 1996
                             (Amounts in thousands)
                                   (unaudited)


Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of Equipment purchases, distributions
to  partners  and  proceeds  from sale of  Equipment  which had not been paid or
received by the  Partnership as of June 30, 1997 and 1996, and December 31, 1996
and 1995,  resulting  in  differences  in amounts  recorded  and amounts of cash
disbursed or received by the  Partnership,  as shown in the  Statements  of Cash
Flows for the six-month periods ended June 30, 1997 and 1996.
<TABLE>
<CAPTION>

                                                                  June 30        Dec. 31        June 30     Dec. 31
                                                                     1997           1996           1996        1995
                                                                  -------        -------        -------     -------
Equipment purchases included in:
<S>                                                               <C>            <C>            <C>          <C>
   Due to affiliates..........................................    $    15           27             97             85
   Equipment purchases payable................................        750          426            177            400

Distributions to partners included in:
   Due to affiliates..........................................          6           10             84             63
   Accounts payable and accrued liabilities...................         72           77             80             80

Proceeds from sale of Equipment included in:
   Accounts receivable........................................          -            -             36             87
   Due from affiliates........................................        639          498            396            404
</TABLE>

The following table summarizes the amounts of Equipment purchases, distributions
to partners and proceeds from sale of Equipment  recorded by the Partnership and
the amounts  paid or received as shown in the  Statements  of Cash Flows for the
six-month periods ended June 30, 1997 and 1996.

<TABLE>
<CAPTION>
                                                                                                  1997          1996
                                                                                                  ----          ----

<S>                                                                                            <C>             <C>  
Equipment purchases recorded...................................................................$ 4,399         2,619
Equipment purchases paid........................................................................ 4,087         2,830

Distributions to partners declared.............................................................. 3,013         3,015
Distributions to partners paid.................................................................. 3,022         2,994

Proceeds from sale of Equipment recorded........................................................ 1,567         1,022
Proceeds from sale of Equipment received........................................................ 1,426         1,081


See accompanying notes to financial statements
</TABLE>
<PAGE>



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

                          Notes to Financial Statements

                                  June 30, 1997
            (Dollar amounts in thousands except for per unit amounts)
                                   (unaudited)

Note 1.  General

     Textainer  Equipment Income Fund II, L.P. (the Partnership) is a California
     Limited Partnership formed in 1989. The Partnership owns and leases a fleet
     of  intermodal   marine  cargo  container   equipment  (the  Equipment)  to
     international shipping lines.

     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 June 30, 1997 and  December  31,  1996,  and the
     results of its operations, changes in partners' capital, and cash flows for
     the six- and  three-month  periods ended June 30, 1997 and 1996,  have been
     made.

     The financial  information  presented  herein should be read in conjunction
     with the audited financial  statements and the accompanying  Notes included
     in the Partnership's audited financial statements as of December 31, 1996.

     Certain estimates and assumptions were made by the Partnership's management
     that affect the reported  amounts of assets and liabilities and disclosures
     of  contingent  assets  and  liabilities  at  the  date  of  the  financial
     statements  and the  reported  amounts of revenue and  expenses  during the
     reporting period. Actual results could differ from those estimates.

Note 2.  Damage Protection Plan

     The  Partnership  offers a Damage  Protection Plan (the Plan) to lessees of
     its  Equipment.  Under  the  terms  of  the  Plan,  the  Partnership  earns
     additional  revenues on a daily basis and, as a result,  has agreed to bear
     certain repair costs. It is the  Partnership's  policy to recognize revenue
     when earned and to provide a reserve  sufficient to cover the Partnership's
     obligation for estimated future repair costs. At June 30, 1997 and December
     31, 1996, this reserve was equal to $212 and $263, respectively.


Note 3. Warranty Claims

     During 1992, 1993 and 1995, the Partnership settled warranty claims against
     an equipment  manufacturer.  The  Partnership  is amortizing the settlement
     amounts  over  the  remaining  estimated  useful  lives  of the  applicable
     Equipment  (between six and seven years),  reducing  maintenance and repair
     costs  over  that  time.  At June  30,  1997 and  December  31,  1996,  the
     unamortized  portion of the settlement  amounts was equal to $706 and $812,
     respectively.

Note 4.  Acquisition of Equipment

     During the six-month  periods ended June 30, 1997 and 1996, the Partnership
     purchased Equipment with a cost of $4,399 and $2,619, respectively.

Note 5.  Transactions with Affiliates

     Textainer  Financial  Services  Corporation  (TFS) is the managing  general
     partner of the Partnership.  TFS 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. The General Partners also
     act in this capacity for other limited partnerships.  Textainer Acquisition
     Services  Limited  (TAS) is an  affiliate  of the  General  Partners  which
     performs  services  relative to the  acquisition  of Equipment  outside the
     United  States on  behalf  of the  Partnership.  TCC,  TEM,  TL and TAS are
     subsidiaries  of Textainer  Group Holdings  Limited  (TGH).  TCC Securities
     Corporation  (TSC),  a  licensed  broker and  dealer in  securities  and an
     affiliate of the General  Partners,  was the  managing  sales agent for the
     offering of Units for sale.

     In accordance  with the Partnership  Agreement,  and subject to the special
     allocations  described  therein,  net  earnings  or losses and  partnership
     distributions are generally allocated 1% to the General Partners and 99% to
     the limited partners with the exception of gross income,  as defined in the
     Partnership Agreement. Gross income is allocated to the General Partners to
     the extent  that  their  partners'  capital  accounts  deficits  exceed the
     portion of syndication and offering costs allocated to them. On termination
     of the  Partnership,  the General  Partners shall be allocated gross income
     equal to their allocations of syndication and offering costs.

     As part of the operation of the  Partnership,  the Partnership is to pay to
     the General  Partners or TAS an incentive  management  fee, an  acquisition
     fee, an equipment  management fee and an equipment  liquidation  fee. These
     fees  are  for   various   services   provided  in   connection   with  the
     administration   and  management  of  the   Partnership.   The  Partnership
     capitalized  $194  and  $135  of  equipment  acquisition  fees  as  part of
     Equipment  costs for the  six-month  periods  ended June 30, 1997 and 1996,
     respectively. The Partnership incurred $126 and $63 of incentive management
     fees for the six- and three-month  periods ended June 30, 1997 and $125 and
     $63 for the comparable periods in 1996. No equipment  liquidation fees were
     incurred in either period.

     The Partnership's  Equipment is managed by TEM. In its role as manager, TEM
     has  authority to acquire,  hold,  manage,  lease,  sell and dispose of the
     Partnership's  Equipment.  Additionally,  TEM holds,  for payment of direct
     operating  expenses,  a  reserve  of cash  that  has  been  collected  from
     container leasing operations;  such cash is included in the amount due from
     affiliates at June 30, 1997 and December 31,1996.

     Subject to certain reductions,  TEM receives a monthly equipment management
     fee equal to 7% of gross lease revenues  attributable  to operating  leases
     and 2% of gross  lease  revenues  attributable  to full  payout net leases.
     These fees totaled $353 and $179 for the six- and three-month periods ended
     June 30,  1997 and $419 and $202 for the  comparable  periods in 1996.  The
     Partnership's  Equipment  is  leased  by  TEM to  third  party  lessees  on
     operating master leases,  spot leases and term leases.  The majority of the
     Equipment is leased under operating master leases with limited terms and no
     purchase option.

     Certain  indirect  general  and  administrative  costs  such  as  salaries,
     employee  benefits,   taxes  and  insurance,  are  incurred  in  performing
     administrative  services  necessary to the  operation  of the  Partnership.
     These costs are borne by TFS and TEM.  Costs  allocated to the  Partnership
     for  salaries  were $187 and $95  during the six- and  three-month  periods
     ended June 30,  1997 and $181 and $85 for the  comparable  periods in 1996.
     Other general and  administrative  costs were $165 and $78 for the six- and
     three-month periods ended June 30, 1997 and $188 and $84 for the comparable
     periods  in 1996.  TEM  allocates  these  costs  based on the  ratio of the
     Partnership's  interest in managed Equipment to the total Equipment managed
     by TEM  during  the  period.  Indirect  general  and  administrative  costs
     allocated  to the  Partnership  by TEM were  $305 and $148 for the six- and
     three-month  periods  ended  June  30,  1997  and  $324  and  $161  for the
     comparable periods in 1996.

     TFS allocates indirect general and administrative  costs to the Partnership
     based on the ratio of the Partnership's Equipment to the total Equipment of
     all limited partnerships managed by TFS. TFS allocated $47 and $25 of these
     indirect costs to the Partnership  during the six- and three-month  periods
     ended June 30, 1997 and $45 and $8 during the comparable periods in 1996.

     The General  Partners or TAS may  acquire  Equipment  in their own name and
     hold  title on a  temporary  basis  for the  purpose  of  facilitating  the
     acquisition of such Equipment for the  Partnership.  The Equipment may then
     be resold to the  Partnership  on an all-cash basis at a price equal to the
     actual cost,  as defined in the  Partnership  Agreement.  In addition,  the
     General  Partners  or TAS  are  entitled  to an  acquisition  fee  for  any
     Equipment resold to the Partnership.

     At June 30,  1997 and  December  31,  1996,  due  from  affiliates,  net is
     comprised of:

                                                            1997           1996
                                                            ----           ----
     Due from affiliates:
      Due from TEM.............................           $  350          1,665
                                                            ====          =====

     Due to affiliates:
      Due to TFS...............................           $   30             27
      Due to TL................................                1              1
      Due to TAS...............................               14             27
      Due to TCC...............................                8              9
                                                           -----          -----
                                                          $   53             64
                                                           =====          =====

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

     It is the policy of the  Partnership  and the  General  Partners  to charge
     interest on  intercompany  balances which are outstanding for more than one
     month, to the extent such balances relate to loans for Equipment purchases.
     Interest is charged at a rate not greater  than the  General  Partners'  or
     affiliates'  own  cost  of  funds.   There  was  no  interest   charged  on
     intercompany  balances for the six- and three-month  periods ended June 30,
     1997 or 1996.

Note 6.  Rentals Under Operating Leases

     The following is a schedule by year of minimum future rentals receivable on
     noncancelable operating leases as of June 30, 1997:

       Year ending June 30:

       1998.............................................        $ 427
       1999.............................................            4
       2000.............................................            1
                                                                 ----
       Total minimum future rentals receivable..........        $ 432
                                                                  ===
Note 7.  Direct Financing Leases

     The components of the net investment in direct  financing leases as of June
     30, 1997 and December 31, 1996 are as follows:

                                                                 1997      1996
                                                                 ----      ----
       Future minimum lease payments receivable..........       $ 766       967
       Residual value ...................................           3         4
       Less: unearned income ............................        (207)     (276)
                                                                 -----     -----

       Net investment in direct financing leases ........       $ 562       695
                                                                 ====      ====

     The  following is a schedule by year of minimum lease  payments  receivable
     under the six direct financing leases as of June 30, 1997:

       1998.................................................             $   275
       1999.................................................                 233
       2000.................................................                 216
       2001.................................................                  42
                                                                             ---
       Total minimum lease payments receivable..............             $   766
                                                                             ===

     Rental income for the six- and three-month  periods ended June 30, 1997 and
     1996  includes  $61,  $30,  $129,  $62, respectively, of income from direct
     financing leases.

Note 8.  Redemptions

     The following  redemption  offerings were  consummated  by the  Partnership
     during the six-month period ended June 30, 1997:
<TABLE>
<CAPTION>

                                                      Units                Average
                                                     Redeemed          Redemption Price             Amount Paid
                                                     --------          ----------------             -----------
<S>                                                <C>                 <C>                          <C>   
     Balance at December 31, 1996                     22,897               $11.56                     $  265

     Quarter ended:
         March 31, 1997........................          126               $ 8.71                          1
         June 30, 1997.........................            -                    -                          -
                                                      ------                                          ------
  
     Partnership to date.......................       23,023               $11.55                     $  266
                                                      ======                                          ======
                                                                     

     The redemption price is fixed by formula and varies depending on the length
     of time the units are outstanding.

</TABLE>
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

            (Dollar amounts in thousands except for per unit amounts)

The Financial Statements contain information which will assist in evaluating the
financial  condition of the  Partnership  for the six- and  three-month  periods
ended June 30, 1997 and 1996. Please refer to the Financial Statements and Notes
thereto in connection with the following discussion.

Liquidity and Capital Resources

From November 8, 1989 until January 15, 1991,  the  Partnership  was involved in
the offering of limited partnership interests to the public. On January 15, 1991
the Partnership received its maximum subscription amount of $75,000.

The Partnership  has set up a program whereby limited  partners may redeem units
for a specified  redemption  value.  The redemption  price is set by formula and
varies  depending  on length  of time  units  are  outstanding.  Up to 2% of the
Partnership's outstanding units may be redeemed each year, although the 2% limit
may be exceeded at the Managing General  Partner's  discretion.  All redemptions
are subject to the Managing  General  Partner's  good faith  determination  that
payment for the redeemed units will not (i) cause the Partnership to be taxed as
a  corporation,  (ii) impair the capital or  operations of the  Partnership,  or
(iii) impair the ability of the Partnership to pay  distributions  in accordance
with its  distribution  policy.  During the  quarter  ended June 30,  1997,  the
Partnership did not redeem any partnership units.

Prior  to  its  distribution  or  reinvestment  in  additional  Equipment,   the
Partnership invests working capital and cash flow from operations in short-term,
highly liquid  investments.  It is the policy of the  Partnership  to maintain a
minimum  working  capital  reserve in an amount which is the lesser of (i) 1% of
capital  contributions or (ii) $100. At June 30, 1997, the Partnership's cash of
$822 was invested in a market-rate account.

During the six-month  period ended June 30, 1997, the Partnership  declared cash
distributions  to limited  partners  pertaining to the period from December 1996
through May 1997, in the amount of $2,982.  These distributions  represent 8% of
original  capital  (measured  on an  annualized  basis) on each  unit.  Of these
distributions,  on a GAAP basis,  $2,014 was a return of capital and the balance
was from net earnings.  On a cash basis,  all of these  distributions  were from
operations.

For the six-month  periods ended June 30, 1997 and 1996, the Partnership had net
cash provided by operating  activities of $4,851 and $4,444,  respectively.  The
increase was primarily attributable to a decrease in due from affiliates, net of
$1,461,  and was offset by  decreases  in net  earnings  of $1,303 and  accounts
receivable from operations of $96. The decrease in due from affiliates,  net was
due to timing  differences in the accrual and payment of expenses and fees or in
the accrual and remittance of net rental revenues.  The decrease in net earnings
of 57% for the six months ended June 30, 1997 compared to  equivalent  period in
1996 was  primarily due to a 17% decrease in rental  revenues.  This decrease in
rental  revenues  between  periods was due to a decline in  utilization,  rental
rates and fleet  size.  These  decreases  are  discussed  more fully below under
"Results of Operations". Accounts receivable from operations decreased primarily
due to the  decrease in rental  income.  As  explained  below under  "Results of
Operations",  demand for leased  containers  has declined  compared to the prior
year, and this decline has affected the Partnership's financial condition.

Net  cash  used in  investing  activities  (the  purchase  and  sale  of  rental
equipment) for the quarter ended June 30, 1997 was $2,661 compared to $1,749 for
the same period in 1996.  This  difference  reflects that, on a cash basis,  the
Partnership  purchased more Equipment  during the six months ended June 30, 1997
than in the same  period  in 1996.  The  General  Partners  believe  that  these
differences  reflect  normal  fluctuations  in  equipment  sales and  purchases.
Moreover,  the  Partnership  has used  Equipment in its portfolio and expects to
sell this  Equipment  periodically  when it reaches the end of its useful marine
life.  Consistent  with its  investment  objectives  and the  General  Partners'
determination  that Equipment can be profitably  sold or bought at any time, the
Partnership  intends to reinvest all or a  significant  amount of proceeds  from
future  Equipment  sales in  additional  Equipment.  Such  additional  Equipment
purchases may not, however, equal the number of units sold.

Results of Operations

The  Partnership's  operations,   which  consist  of  rental  income,  container
depreciation,  direct container expenses,  management fees, and reimbursement of
administrative expenses were directly related to the size of the container fleet
(inventory)  during the  six-month  periods  ended June 30,  1997 and 1996.  The
following is a summary of the size of the container  fleet (in units)  available
for lease during those periods:

                                                         1997           1996
                                                         ----           ----

               Opening inventory...................     18,016         18,650
               Closing inventory...................     18,097         18,537
               Average.............................     18,057         18,594


The decline in the size of the average container fleet of 3% from the six-months
ended June 30, 1996 to the  equivalent  period in 1997 was  primarily due to the
sale of certain  Equipment.  Although  sales  proceeds were used to purchase new
Equipment, fewer units were bought than sold, resulting in a net decrease in the
size  of the  Equipment  fleet.  These  factors  resulted  in a  slower  rate of
reinvestment than has been expected by the General Partners and this slower rate
is  currently  expected  to  continue.   The  decline  in  the  container  fleet
contributed  to an overall  decline in rental  income from the six month  period
ended June 30, 1996 to the same period in 1997, and future declines in the fleet
can be expected to have a similar effect on rental income.

Rental  income  and  direct  container  expenses  are  also  affected  by  lease
utilization  percentages  for the  equipment  which  were 74% and 83% on average
during the six months ended June 30, 1997 and 1996,  respectively.  In addition,
rental income is affected by daily rental rates, which declined.

The following is a comparative analysis of the results of operations for the six
months ended June 30, 1997 and 1996.

The Partnership's income from operations for the six-month period ended June 30,
1997 and 1996 was $876 and  $2,104,  respectively,  on total  rental  income  of
$5,072 and $6,006, respectively. The largest component of total rental income is
income from  container  rentals,  which  decreased by $900, or 17%, from 1996 to
1997.  As noted above,  income from  container  rentals is largely  dependent on
three  factors:  equipment  available  for lease  (average  inventory),  average
on-hire (utilization) percentage and average daily rental rates. Average on-hire
utilization  decreased  11%,  average fleet size  decreased 3% and average daily
rental rates  decreased 5% from the six-month  period ended June 30, 1996 to the
comparable period in 1997.

Container  utilization  began to decline in late 1995 and that decline persisted
throughout 1996 and into the first quarter of 1997. The General Partners believe
that this  decrease  in demand  for leased  containers  is the result of adverse
changes in the business of its shipping line  customers.  These changes  consist
principally  of: (i) a general  slowdown  in the  growth of world  containerized
cargo  trade,  particularly  in the  Asia-North  America and  Asia-Europe  trade
routes;  (ii)  over-capacity  resulting from the 1996 and 1997 additions of new,
larger  ships to the  existing  container  ship fleet at a rate in excess of the
growth rate in containerized  cargo trade; and (iii) shipping line alliances and
other  operational  consolidations  that have allowed  shipping lines to operate
with fewer containers,  thereby decreasing the demand for leased containers. The
container  ship  over-capacity  in  particular  led  to  lower  shipping  rates,
resulting in shipping lines' need to reduce operating costs. The drive to reduce
costs,  coupled  with  the  availability  of  inexpensive  financing  and  lower
container prices,  encouraged  shipping lines to purchase,  rather than lease, a
greater  number of new containers in 1996 than in previous  years.  All of these
factors  have led to downward  pressure on container  lease rates,  a decline in
utilization  of leased  containers,  and an increase in leasing  incentives  and
other  discounts being granted to shipping lines by container  lessors,  further
eroding Partnership  profitability.  The decline in demand for leased containers
has been accompanied by a drop in the purchase price of new containers.

During the  second  quarter of 1997,  there was a slight  improvement  in market
conditions  as  utilization  improved  and  continues  to improve into the third
quarter of 1997.  Despite  the  improving  utilization,  for the near term,  the
General Partners do not foresee  material  changes in current market  conditions
and caution  that both  utilization  and lease rates  could  decline,  adversely
affecting the Partnership's operating results.

Substantially  all of the  Partnership's  rental income was  generated  from the
leasing of the Partnership's  equipment under short-term operating leases. There
were six direct financing leases at June 30, 1997.

The balance of rental income consists of other  lease-related  items,  primarily
income  from  charges  to the  lessees  for  pick-up  of  containers  from prime
locations less credits  granted to lessees for leasing  containers  from surplus
locations  (location income),  income from charges to the lessees under a damage
protection plan (DPP) and income for handling and returning containers.  For the
six-month  period ending June 30, 1997,  the total of these other revenue income
items was $564 a decrease of $34 from the equivalent period in 1996. The primary
component of this net decrease in other rental income was a decrease in location
income,  which was  offset by  increases  in DPP  income  and  handling  income.
Location income decreased  primarily from lower demand,  which increased credits
to lessees for picking up units at surplus  locations.  DPP income increased due
to an increased number of units  participating in the plan.  Increased container
movement  resulted in increased  handling income for the six-months  ending June
30, 1997 as compared to the same period ending in 1996.

Direct  container  expenses,  excluding  bad debt  provision,  were $950 for the
six-month  period ended June 30, 1997 as compared to $922 for the same period in
1996. The increase was primarily due to an increase in storage  expense of $173,
offset by an  decrease  in  maintenance  expense  and DPP  expense of $140.  The
increase in storage  expense  resulted from the decline in  utilization  for the
six-month  period  ended  June 30,  1997  compared  to the same  period in 1996.
Accrued  maintenance  expenses  and  accrued  damage  protection  plan  expenses
decreased primarily due to the decrease in the average repair costs per unit.

Bad debt expense  increased  from a benefit of $58 for the six months ended June
30,  1996 to an expense of $52 for the  comparable  period in 1997.  The benefit
recorded in 1996 was due to a reduction in reserve  requirements  for a specific
lessee as a result of a partial  resolution of payment problems with that lessee
during the first quarter of 1996.

Depreciation expense was $2,284 for the six-month period ended June 30, 1997, as
compared  with  depreciation  expense  of  $2,014  for the same  period in 1996.
Depreciation  expense increased between periods,  despite a 3% decrease in fleet
size,  primarily due to a charge to  depreciation  expense of $343 to write down
the  value of  refrigerated  containers  from an amount  equal to the  estimated
future  discounted  cash flows from these  containers  to their  estimated  fair
value.

Management  fees to affiliates  decreased  $65 or 12%, for the six-month  period
ended June 30,  1997 from the  comparable  period in 1996,  due to a decrease in
equipment  management fees. Equipment management fees, which are based primarily
on gross  revenues,  decreased as a result of the decrease in rental  income and
were 7% of gross revenue for both periods.  Incentive management fees, which are
based on the Partnership's limited and general partner distribution  percentages
and partners' capital, were $126 for both periods.

General and administrative costs to affiliates decreased by 5%, or $17, from the
quarter  ended  June 30,  1997 to the same  period  in 1996.  The  decrease  was
primarily the result of a decline in overhead  costs  allocated from TEM and TFS
during these periods.

Other income  provided $123 of additional  income for the quarter ended June 30,
1997,  representing  a decrease of $75, or 38%,  over the  equivalent  period in
1996.  The  decrease  was  attributable  to a $86  decrease  in  gain on sale of
Equipment offset by a $11 increase in interest income.

Net earnings per limited  partnership unit decreased to $0.26 for the six months
ended  June 30,  1997 from  $0.61 for the same  period in 1996,  reflecting  the
decrease in net earnings to $968 from $2,270 for the respective periods.

The  following  is  a  comparative analysis of the results of operations for the
three months ended June 30, 1997 and 1996.

The Partnership's  income from operations for the three-month  period ended June
30, 1997 and 1996 was $200 and $799,  respectively,  on total  rental  income of
$2,548  and  $2,887,  respectively.  The  decrease  in total  rental  income was
primarily due to a decrease in income from container rentals, which decreased by
$425,  or 16%,  from 1996 to 1997.  This  decline  resulted  from a decrease  in
average on-hire  utilization of 8%, a decrease in average fleet size of 3% and a
decrease in average daily rental rates of 5% from the  three-month  period ended
June 30, 1997 to the comparable period in 1996.

The balance of other revenue items  comprising total revenue for the three-month
period  ending  June 30, 1997 was $320,  an increase of $86 from the  equivalent
period in 1996.  The primary  components  of this net  increase in other  rental
revenue were increases in DPP income of $29, handling income of $28 and location
income  of  $24.  DPP  income   increased  due  to  a  higher  number  of  units
participating  in  the  DPP  Plan.  Increased  container  movement  resulted  in
increased handling income for the three-months  ending June 30, 1997 as compared
to the same period in 1996.

Direct  container  expenses,  excluding  bad debt  provision,  were $553 for the
three-month  period  ended June 30, 1997 as compared to $489 for the same period
in 1996. The increase of $64 was primarily due to an increase in storage expense
of $76. The increase in storage cost  resulted  from the decline in  utilization
for the  three-month  period ended June 30, 1997  compared to the same period in
1996.

The bad debt expense  decreased to $64 for the  three-month  period  ending June
30, 1997  from  $88  for  the  equivalent  period  in 1 996 due to lower reserve
requirements.

Depreciation  expense was $1,277 for the three-month period ended June 30, 1997,
as  compared  to  $1,012  for the  same  period  in 1996.  Depreciation  expense
increased despite the decrease in average fleet size primarily due to the second
quarter write-down of refrigerated containers.

The decrease in management fees of $23 or 9%, from the three-month  period ended
June 30, 1996 to the comparable  period in 1997, was primarily due to a decrease
in equipment management fees, which resulted from the decrease in rental income.

General and  administrative  costs to affiliates  were  comparable for the three
months ended June 30, 1997 and 1996.

Other income  provided $92 of  additional  income for the quarter ended June 30,
1997, representing an increase of $7, or 8%, over the equivalent period in 1996.

Net earnings  per limited  partnership  unit  decreased to $0.07 for the quarter
ended  June 30,  1997 from  $0.23 for the same  period in 1996,  reflecting  the
decrease in net earnings to $276 from $868 for the respective periods.

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  Equipment.  The  Partnership's  business  risk in its foreign
operations lies with the  creditworthiness of the lessees, and the Partnership's
ability to keep the Equipment under lease at profitable  rates,  rather than the
geographic  location  of the  Equipment  or the  domicile  of the  lessees.  The
Equipment is generally  operated on the  international  high seas rather than on
the  domestic  waterways.  The  Equipment is subject to the risk of war or other
political,  economic or social occurrence where the Equipment is used, which may
result in the loss of Equipment,  which,  in turn, may have a material impact on
the  Partnership's  results of operations and financial  condition.  The General
Partners are not aware of any  conditions as of June 30, 1997 which would result
in such risk materializing.

Other risks of the Partnership's  leasing  operations include  competition,  the
cost of  repositioning  Equipment  after  it  comes  off-lease,  the  risk of an
uninsured  loss,  increases in maintenance  expenses or other costs of operating
the  Equipment,  and the effect of world trade,  industry  trends and/or general
business and economic cycles on the Partnership's operations. See "Risk Factors"
in the Partnership's Prospectus, as supplemented,  for additional information on
risks of the Partnership's business.

<PAGE>





                                   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  ________________________________
                                          John R. Rhodes
                                          Executive Vice President



Date:   August 13, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Textainer  Financial
Services  Corporation,  the Managing  General Partner of the Registrant,  in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>

Signature                                Title                                      Date



<S>                                      <C>                                       <C> 
                                         Executive Vice President                   August 13, 1997
-------------------------------          (Principal Financial and
John R. Rhodes                           Accounting Officer) and
                                         Secretary


                                         President (Principal Executive             August 13, 1997
-------------------------------          Officer) and Director
James E. Hoelter                         


</TABLE>
<PAGE>

                                   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/ John R. Rhodes
                                       ____________________________
                                         John R. Rhodes
                                         Executive Vice President



Date:    August 13, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Textainer  Financial
Services  Corporation,  the Managing  General Partner of the Registrant,  in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>

Signature                                Title                                        Date



<S>                                      <C>                                         <C> 
/s/ John R. Rhodes                       Executive Vice President                     August 13, 1997
-------------------------------          (Principal Financial and
John R. Rhodes                           Accounting Officer) and
                                         Secretary

/s/ James E. Hoelter                     President (Principal Executive               August 13, 1997
-------------------------------          Officer) and Director
James E. Hoelter                         
</TABLE>