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


September 16, 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
Second Quarter ended June 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 June 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 June 30, 2004

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



                                                                                                             Page
Part I    Financial Information
<S>                                                                                                          <C>
    Item 1.    Financial Statements (unaudited)

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


          Statements of Operations for the three and six months
          ended June 30, 2004 and 2003......................................................................    4


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


          Statements of Cash Flows for the six months
          ended June 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......................................................................   24


Part II   Other Information


    Item 6.    Exhibits and Reports on Form 8K..............................................................   24

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

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

Balance Sheets

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


                                                                                 2004                   2003
                                                                           ----------------       ----------------
<S>                                                                       <C>                     <C>
Assets
Container rental equipment, net of accumulated
    depreciation of $16,287 (2003:  $14,059) (notes 4 & 6)                 $        10,741        $        14,247
Cash                                                                                   310                    423
Accounts receivable, net of allowance for doubtful
     accounts of $90 (2003:  $68)                                                      875                  1,020
Due from affiliates, net (note 2)                                                      106                    102
Prepaid expenses                                                                         6                     19
                                                                           ----------------       ----------------


                                                                           $        12,038        $        15,811
                                                                           ================       ================
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                        $            57        $            87
   Accrued liabilities                                                                 138                    158
   Accrued damage protection plan costs                                                207                    190
   Deferred quarterly distributions                                                     38                     30
   Deferred damage protection plan revenue                                              84                     82
                                                                           ----------------       ----------------

      Total liabilities                                                                524                    547
                                                                           ----------------       ----------------

Partners' capital:
   General partners                                                                      -                      -
   Limited partners                                                                 11,514                 15,264
                                                                           ----------------       ----------------

      Total partners' capital                                                       11,514                 15,264
                                                                           ----------------       ----------------


                                                                           $        12,038        $        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 six months ended June 30, 2004 and 2003
   (Amounts in thousands except for unit and per unit amounts)
   (unaudited)
   ------------------------------------------------------------------------------------------------------------------------------

                                                         Three months        Three months         Six months        Six months
                                                             Ended               Ended              Ended              Ended
                                                         June 30, 2004       June 30, 2003      June 30, 2004      June 30, 2003
                                                        ---------------     ---------------    ---------------    ---------------
<S>                                                    <C>                  <C>                <C>                 <C>

   Rental income                                        $        1,109      $        1,190     $        2,197     $        2,392
                                                        ---------------     ---------------    ---------------    ---------------

   Costs and expenses:
      Direct container expense                                     228                 287                471                513
      Bad debt expense                                              11                  19                 24                  5
      Depreciation (note 4)                                        459                 472                916                957
      Write-down of containers (notes 4 & 6)                     2,216                  14              2,228                 33
      Professional fees                                             15                   8                 24                 12
      Management fees to affiliates (note 2)                       106                 112                210                225
      General and administrative costs to affiliates (note 2)       51                  54                103                114
      Other general and administrative costs                        12                  19                 30                 37
      Loss on sale of containers                                    71                  60                 79                 67
                                                        ---------------     ---------------    ---------------    ---------------

                                                                 3,169               1,045              4,085              1,963
                                                        ---------------     ---------------    ---------------    ---------------

      (Loss) income from operations                             (2,060)                145             (1,888)               429
                                                        ---------------     ---------------    ---------------    ---------------

   Interest income                                                   1                   1                  2                  2
                                                        ---------------     ---------------    ---------------    ---------------

      Net (loss) earnings                               $       (2,059)     $          146     $       (1,886)    $          431
                                                        ===============     ===============    ===============    ===============

   Allocation of net (loss) earnings (note 2):
      General partners                                  $            9      $           10     $           19     $           20
      Limited partners                                          (2,068)                136             (1,905)               411
                                                        ---------------     ---------------     ---------------   ---------------

                                                        $       (2,059)     $          146     $       (1,886)    $          431
                                                        ===============     ===============    ===============    ===============

   Limited partners' per unit share
      of net (loss) earnings                            $        (0.58)     $         0.04     $        (0.53)    $         0.11
                                                        ===============     ===============    ===============    ===============

   Limited partners' per unit share
      of distributions                                  $         0.23      $         0.28     $         0.51     $         0.53
                                                        ===============     ===============    ===============    ===============

   Weighted average number of limited
      partnership units outstanding                          3,588,941           3,608,468          3,588,941          3,608,468
                                                        ===============     ===============    ===============    ===============


   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 six months ended June 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                                                (20)                (1,926)                 (1,946)

Redemptions (note 5)                                           -                    (46)                    (46)

Net earnings                                                  20                    411                     431
                                                    -------------         --------------         ---------------

Balances at June 30, 2003                           $          -          $      16,654          $       16,654
                                                    =============         ==============         ===============

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

Distributions                                                (19)                (1,825)                 (1,844)

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

Net earnings (loss)                                           19                 (1,905)                 (1,886)
                                                    -------------         --------------         ---------------

Balances at June 30, 2004                           $          -          $      11,514          $       11,514
                                                    =============         ==============         ===============


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 six months ended June 30, 2004 and 2003
(Amounts in thousands)
(unaudited)
------------------------------------------------------------------------------------------------------------------

                                                                                        2004              2003
                                                                                     -----------       -----------
<S>                                                                                 <C>                <C>
Cash flows from operating activities:
   Net (loss) earnings                                                               $   (1,886)       $      431
   Adjustments to reconcile net (loss) earnings to
     net cash provided by operating activities:
        Depreciation (note 4)                                                               916               957
        Write-down of containers (notes 4 & 6)                                            2,228                33
        Increase in allowance for doubtful accounts                                          22                 -
        Loss on sale of containers                                                           79                67
        (Increase) decrease in assets:
           Accounts receivable                                                              127               148
           Due from affiliates, net                                                         (46)             (170)
           Prepaid expenses                                                                  13                11
        Increase (decrease) in liabilities:
           Accounts payable and accrued liabilities                                         (50)              (22)
           Accrued damage protection plan costs                                              17                17
           Deferred damage protection plan revenue                                            2                 -
                                                                                     -----------       -----------


              Net cash provided by operating activities                                   1,422             1,472
                                                                                     -----------       -----------

Cash flows from investing activities:
   Proceeds from sale of containers                                                         322               446
                                                                                     -----------       -----------

              Net cash provided by investing activities                                     322               446
                                                                                     -----------       -----------

Cash flows from financing activities:
   Redemptions of limited partnership units                                                 (20)              (46)
   Distributions to partners                                                             (1,837)           (1,950)
                                                                                     -----------       -----------

              Net cash used in financing activities                                      (1,857)           (1,996)
                                                                                     -----------       -----------

Net decrease in cash                                                                       (113)              (78)

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

Cash at end of period                                                                $      310        $      295
                                                                                     ===========       ===========


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 six-months ended June 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 June 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.

                                                               June 30       Dec. 31       June 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...............               38           30             44            47

Proceeds from sale of containers included in:
     Due from affiliates............................               97          140             77           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  six-month
periods ended June 30, 2004 and 2003.


                                                                                             2004          2003
                                                                                             ----          ----

Distributions to partners declared..............................................           $1,844        $1,946
Distributions to partners paid..................................................            1,837         1,950

Proceeds from sale of containers recorded.......................................              279           379
Proceeds from sale of containers received.......................................              322           446

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 six-month periods ended
June 30, 2004 and 2003 were $4 and $5, 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 six months ended June 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 June 30,  2004  and  December  31,  2003 and the
     results of its  operations  for the three and six-month  periods ended June
     30, 2004 and 2003 and changes in  partners'  capital and cash flows for the
     six-month periods ended June 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.

     Certain  reclassifications,  not affecting net earnings,  have been made to
     prior year  amounts in order to  conform  to the 2004  financial  statement
     presentation.
<PAGE>

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  six-month  periods ended June 30, 2004 the
     Partnership   incurred   $28  and  $56  of   incentive   management   fees,
     respectively,  and $29 and $57, 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 June 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  $78 and $154 for the three and  six-month  periods  ended June 30,
     2004,  respectively,  and $83 and $168,  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
     six-month periods ended June 30, 2004 and 2003 were as follows:


                                      Three months             Six months
                                     ended June 30,          ended June 30,
                                     --------------          --------------
                                     2004      2003          2004      2003
                                     ----      ----          ----      ----

          Salaries                    $30       $31          $ 63      $ 63
          Other                        21        23            40        51
                                       --        --           ---       ---
           Total general and
            administrative costs      $51       $54          $103      $114
                                       ==        ==           ===       ===

     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
     six-month periods ended June 30, 2004 and 2003:



                                      Three months             Six months
                                     ended June 30,          ended June 30,
                                     --------------          --------------
                                     2004      2003          2004      2003
                                     ----      ----          ----      ----

          TEM                         $42       $47          $ 85      $ 99
          TFS                           9         7            18        15
                                       --        --           ---       ---
           Total general and
            administrative costs      $51       $54          $103      $114
                                       ==        ==           ===       ===

<PAGE>

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

                                                      2004             2003
                                                      ----             ----
          Due from affiliates:
                 Due from TEM.................        $144             $133
                                                       ---              ---

          Due to affiliates:
                 Due to TCC...................          11                5
                 Due to TFS...................          27               26
                                                       ---              ---
                                                        38               31
                                                       ---              ---

           Due from affiliates, net                   $106             $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 June 30, 2004 and 2003:

                                                      2004             2003
                                                      ----             ----

          On-lease under master leases               4,261            4,168
          On-lease under long-term leases            3,385            3,521
                                                     -----            -----

           Total on-lease containers                 7,646            7,689
                                                     =====            =====

     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 June 30, 2003. Based on an impairment analysis performed as
     of 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 to write  down the value of  certain  containers  that had  carrying
     values which were greater than the  anticipated per unit sales price in the
     letter of intent.

     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 six-month  periods ended
     June 30, 2004 and 2003 the Partnership  recorded write down expenses of $12
     and $33,  respectively,  on 35 and 81 containers identified as for sale and
     requiring a reserve. During the three-month period ended June 30, 2003, the
     Partnership  recorded  a  write  down  expense  of  $14  on  45  containers
     identified for sale and requiring a reserve. At June 30, 2003, the net book
     value of the 73 containers identified as for sale was $55. These containers
     are included in container rental equipment in the balance sheets.

     During the six-month  periods ended June 30, 2004 and 2003, the Partnership
     sold 44 and 97,  respectively,  of these previously written down containers
     for losses of $2 and $10. During the three-month period ended June 30, 2003
     the  Partnership  sold 62 previously  written down containers for a loss of
     $10.

     The  Partnership  also sold  containers  that had not been written down and
     recorded losses of $77 and $57 during the six-month  periods ended June 30,
     2004 and 2003, respectively.  During the three-month periods ended June 30,
     2004  and  2003,  the   Partnership   recorded   losses  of  $71  and  $50,
     respectively, on the sale of containers that had not been written down.

<TABLE>
<CAPTION>

Note 5.  Redemptions

     The following  redemptions were  consummated by the Partnership  during the
     six-month periods ended June 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
        Six-month period ended:
          June 30, 2003........................                  11,962               $3.85                    46
                                                                -------                                     -----
        Total Partnership redemptions as of
          June 30, 2003........................                 141,532               $6.56                $  929
                                                                =======                                     =====


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

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

Note 6.  Subsequent Event

     The  Partnership  reached an agreement  in  principle in July 2004,  with a
     corporate  purchaser to sell its  remaining  container  fleet and is in the
     process of  negotiating a definitive  purchase and sale  agreement with the
     purchaser.  When the purchase and sale  agreement is 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 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 six-month periods ended
June 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.

The  Partnership  also  recognizes  gains  and  losses  from  the  sale  of  its
containers.  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  receives  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 sales
prices for certain types of containers have increased slightly in the first part
of 2004.

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

During the first part of 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
proposing a sale of its entire container fleet a corporate purchaser.

The Partnership compared the carrying value of its containers to the anticipated
estimated  price to be realized  in the sale.  Despite  the  improvement  in the
market for used containers,  the Partnership still found that the carrying value
of some of its older, more expensive  containers was higher than the anticipated
estimated  price to be realized in the sale.  The  Partnership  determined  that
these  containers  were impaired and recorded a write down expense to reduce the
carrying  value of  these  containers  to their  anticipated  sales  price.  See
"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  to  a  corporate  purchaser,   RFH  Limited,   (the  "Purchaser").   The
Partnership,  other limited partnerships and the Purchaser are in the process of
finalizing the Container Purchase and Sale Agreement. Once the Purchase and 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 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 the containers gradually,
either individually or in groups, according to the condition of, and market for,
the containers.

A report of the  completion of the proposed  Purchase and Sale Agreement and the
terms set forth therein, will be made on Form 8-K as required.

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 six-month  periods ended June
30, 2004 and 2003, was $1,422 and $1,472, respectively.  The decrease of $50, or
3%, was  primarily  due to the  decline in net  earnings  (loss),  adjusted  for
non-cash   transactions   and  fluctuations  in  accounts  payable  and  accrued
liabilities,  offset by fluctuations in due from  affiliates,  net. Net earnings
(loss),  adjusted  for  non-cash  transactions,  decreased  primarily  due  to a
decrease in rental  income,  which is  discussed  more fully  under  "Results of
Operations." The  fluctuations in accounts  payable and accrued  liabilities and
due from  affiliates,  net,  resulted from timing  differences in the payment of
expenses  and fees and the  remittance  of net  rental  revenues,  as well as in
fluctuations in these amounts.

Cash from Sale of Containers

Current Uses:  For the six-month  periods ended June 30, 2004 and 2003, net cash
provided by investing  activities  (the sale of  containers)  was $322 and $446,
respectively.  The decrease of $124 was primarily due to the Partnership selling
fewer containers  during the six-month  period ended June 30, 2004,  compared to
the equivalent  period in 2003.  Fluctuations  between  periods in the number of
containers  sold 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 released.  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 recent  increases in demand 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."  The decline in the number of  containers  identified  for sale has
caused the average sales price of used  containers  to increase  slightly in the
first half of 2004.

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 six-month period ended June 30, 2004, the Partnership
declared cash  distributions to limited  partners  pertaining to the period from
December 2003 through May 2004 in the amount of $1,825,  which represented $0.51
per unit. On a cash basis,  as reflected in the Statements of Cash Flows,  after
paying   redemptions  and  general  partner   distributions,   $1,383  of  these
distributions was from operating activities and the balance of $442 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.

Capital  Commitments:  Redemptions:  During the six-month  period ended June 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.
<PAGE>
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 six-month periods ended June 30, 2004 and 2003:

                                                    2004        2003
                                                    ----        ----

     Beginning container fleet...............      8,452       9,425
     Ending container fleet..................      8,076       8,955
     Average container fleet.................      8,264       9,190

The average  container fleet decreased 10% from the six-month  period ended June
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  six-month  period ended June 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 88% and 84%, during the six-month
periods ended June 30, 2004 and 2003. The remaining container fleet is off-lease
and is being stored  primarily at a large number of storage depots.  At June 30,
2004 and 2003, utilization was 95% and 86%, respectively,  and the Partnership's
off-lease containers (in units) were located in the following locations:

                                                 2004           2003
                                                 ----           ----

     Americas                                     266            774
     Europe                                        71            157
     Asia                                          83            308
     Other                                         10             27
                                                  ---          -----

     Total off-lease containers                   430          1,266
                                                  ===          =====


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 six-month  period ended June 30, 2003 compared to the same period in
2004,  primarily  due to the  decline 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 June 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.

Comparative Results of Operations

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

                                       Three months             Six months
                                      ended June 30,          ended June 30,
                                      --------------          --------------

                                      2004      2003          2004      2003
                                      ----      ----          ----      ----

(Loss) income from operations      ($2,060)  $   145       ($1,888)   $  429
 Rental income                      $1,109   $ 1,190        $2,197    $2,392

 Percent change from previous
 year in:
    Utilization                         8%       27%            5%       29%
    Average container fleet size      (10%)     (12%)         (10%)     (13%)
    Average rental rates              ( 5%)     ( 6%)         ( 4%)     ( 7%)

The loss from operations for the three and six-month periods ended June 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 $195, or 8%, from the six-month period
ended June 30,  2003 to the  comparable  period in 2004 and $81, or 7%, from the
three-month  period  ended  June 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 $164, or 8%, from the six-month
period ended June 30, 2003 to the comparable period in 2004 and $59, or 6%, from
the  three-month  period  ended June 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  during the second  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 August.  Additionally,  the recent  increases in new container
prices have caused lease rates to stabilize  and even increase for new long term
leases.  Nevertheless,  these  improvements  in rental rates did not begin until
March of 2004,  which still left the Partnership  with an overall decline in its
rental rates when compared to the comparable  period in 2003, as indicated above
under the discussion of "Rental Rates."

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.  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  six-month  period ended June 30, 2004,  other rental income was $224, a
decrease of $31 from the equivalent period in 2003. The decrease in other rental
income was primarily due to a decrease in location  income of $64,  offset by an
increase in DPP income of $30.

For the three-month  period ended June 30, 2004,  other rental income was $102 a
decrease  of $22  from  the  equivalent  period  in 2003.  Other  rental  income
decreased  primarily due to the decline in location income of $29, offset by the
increase in DPP income of $9.

Direct Container Expenses

Direct container  expenses decreased $42, or 8%, from the six-month period ended
June 30, 2003 to the  equivalent  period in 2004. The decrease was primarily due
to decreases in storage and repositioning expenses of $32 and $11, respectively.
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 a slight
increase  in  the  average   storage  cost  per   container.   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.

The decrease in direct  container  expenses of $59, or 21%, from the three-month
period ending June 30, 2003 to the  equivalent  period in 2004 was primarily due
to the decline in storage expense of $35. 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 a slight increase in the average storage cost
per container.

Bad Debt Expense or Benefit

Bad debt expense was $24 and $5 for the  six-month  periods  ended June 30, 2004
and 2003,  respectively,  and $11 and $19 for the three-month periods ended June
30, 2004 and 2003,  respectively.  Fluctuations  in bad debt expense reflect the
adjustments to the bad debt reserve,  after  deductions  have been taken against
the reserve, and are based on management's then current estimates of the portion
of accounts receivable that may not be collected,  and which will not be covered
by  insurance.  These  estimates  are based  primarily on  management's  current
assessment of the  financial  condition of the  Partnership's  lessees and their
ability to make their required payments.  See "Critical  Accounting Policies and
Estimates"  below. The expenses recorded during the six-month periods ended June
30, 2004 and 2003 reflect higher reserve  estimates,  after  deductions had been
taken  against  the  reserve,  from  December  31, 2003 and 2002.  The  expenses
recorded  during the  three-month  periods  ended June 30, 2004 and 2003 reflect
higher reserve requirements from March 31, 2004 and 2003.

Depreciation Expense

Depreciation  expense decreased $41, or 4%, from the six-month period ended June
30, 2003 to the comparable  period in 2004 and $13, or 3%, from the  three-month
period ended June 30, 2003 to the  comparable  period in 2004.  These  decreases
were  primarily  due to the  declines  in the 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 has evaluated
the  recorded  value  of its  container  fleet  at June 30,  2004,  taking  into
consideration  the  container  sales  prices in the  letter  of  intent  and has
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  $21 from the
six-month  period  ended June 30, 2003 to the same period in 2004.  The decrease
was due to fewer  containers  being  identified  for sale and, if identified for
sale, and a write down was required,  the write down amount was generally lower,
due to increases in sales prices for used containers in certain  locations.  The
number of containers identified for sale decreased because fewer containers were
located in low demand locations.  The sales price for used containers  increased
due to the improvement in market conditions discussed above.

Loss on Sale of Containers

The  following  details  the loss on the sale of  containers  for the  three and
six-month periods ended June 30, 2004 and 2003:

                                            Three months           Six months
                                           ended June 30,        ended June 30,
                                           --------------        --------------

                                           2004      2003        2004      2003
                                           ----      ----        ----      ----

     Loss on written-down containers       $ -        $10         $ 2       $10
     Loss on other containers               71         50          77        57
                                            --         --          --        --
     Total loss on container sales         $71        $60         $79       $67
                                            ==         ==          ==        ==

The  Partnership  recorded losses on the sale of written down containers for the
three and six-month periods ended June 30, 2004 and 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 the Partnership's  practice has been to determine  write-down amounts only
once a month, some containers are sold before they are written down. The loss on
these  containers  is  referred  to  in  the  table  above  as  "Loss  on  other
containers."  The  amount  of loss on the sale of  these  other  containers  has
fluctuated based on the specific  conditions of the containers sold, the type of
container  sold, the locations where the containers were sold and their net book
value.

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 six-month periods ended June 30, 2004 and 2003:

<PAGE>

                                            Three months           Six months
                                           ended June 30,        ended June 30,
                                           --------------        --------------

                                           2004      2003        2004      2003
                                           ----      ----        ----      ----

     Equipment management fees             $ 78      $ 83        $154      $168
     Incentive management fees               28        29          56        57
                                            ---       ---         ---       ---
     Management fees to affiliates         $106      $112        $210      $225
                                            ===       ===         ===       ===

Equipment  management fees fluctuated based on the fluctuations in rental income
and were  approximately 7% of rental income for the three and six-month  periods
ended June 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 $11, or 10%, from the
six-month  period ended June 30, 2003 to 2004 and  decreased $3, or 6%, from the
three-month  period ended June 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  six-month
periods ended June 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           Six months
                                           ended June 30,        ended June 30,
                                           --------------        --------------

                                           2004      2003        2004      2003
                                           ----      ----        ----      ----

   Net (loss) earnings per limited
     partnership unit                   ($ 0.58)    $0.04     ($ 0.53)    $0.11
   Net (loss) earnings allocated
     to limited partners                ($2,068)    $ 136     ($1,905)    $ 411

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 six-month  periods ended June 30, 2004
and 2003 included a special  allocation of gross income to the General  Partners
of $38 and $16, 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 three and
six-month periods ended June 30, 2004.

Critical Accounting Policies and Estimates

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

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

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

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

For  containers  not  specifically  identified  as for  sale at June  30,  2004,
management  is using the  anticipated  sales price from its letter of intent for
estimated fair value.  When the recorded value of these  containers was compared
to the estimated sales price, some of the Partnership's  containers had recorded
values higher than the estimated sales price.  The Partnership  wrote down these
containers to the estimated sales price.

In prior  quarters,  management  estimated the fair value of containers held for
continued  use  based  on  estimated  future  undiscounted  cash  flows  for the
container.  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.  Through  March 31,  2004,  management  had not found the
estimates of future  undiscounted  cash flows to be less than the recorded value
of the Partnership's containers. Therefore, the Partnership had not recorded any
write-downs of containers to be held for continued use through March 31, 2004.

In  determining  estimated  fair value for a container  identified for sale, the
current estimated sales price for the container, less estimated cost to sell, is
compared to its recorded value.  This recorded value has been found to be higher
than the estimated sales price, less cost to sell, for some containers and these
containers  have been  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  Purchase  and 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 six-month  period ended
June 30, 2004,  approximately 4% of the  Partnership's  expenses were paid in 15
different foreign currencies.  As there are no significant  payments made in any
one foreign currency, the Partnership does not hedge these expenses.

Item 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.

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.

    (b)   Reports on Form 8-K

          The  Registrant  filed a Report  on Form  8-K,  dated  July 12,  2004,
          reporting  reaching an agreement in principle to sell the Registrant's
          remaining container fleet.



<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:  September 16, 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                September 16, 2004
Ernest J. Furtado                        Vice President and Secretary





________________________                 President                                      September 16, 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:  September 16, 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                September 16, 2004
Ernest J. Furtado                           Vice President and Secretary





/s/John A. Maccarone
________________________________            President                                      September 16, 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.

September 16, 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.

September 16, 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 June 30,
2004, as filed on September 16, 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.





September 16, 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 June 30,
2004, as filed on September 16, 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.





September 16, 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.