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


August 12, 2003


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, 2003.

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, 2003


                         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, 2003

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



                                                                                                             Page
<S>                                                                                                           <C>
Part I    Financial Information

    Item 1.   Financial Statements (unaudited)

          Balance Sheets - June 30, 2003
          and December 31, 2002.............................................................................    3


          Statements of Operations for the three and six months
          ended June 30, 2003 and 2002......................................................................    4


          Statements of Partners' Capital for the six months
          ended June 30, 2003 and 2002......................................................................    5


          Statements of Cash Flows for the six months
          ended June 30, 2003 and 2002......................................................................    6


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


    Item 2.   Management's Discussion and Analysis of Financial Condition
              and Results of Operations.....................................................................   14


    Item 3.   Quantitative and Qualitative Disclosures about Market Risk....................................   22


    Item 4.   Controls and Procedures.......................................................................   22


Part II   Other Information

    Item 6.   Exhibits and Reports on Form 8-K..............................................................   23
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

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

Balance Sheets

June 30, 2003 and December 31, 2002
(Amounts in thousands)
(unaudited)
------------------------------------------------------------------------------------------------------------------


                                                                                  2003                   2002
                                                                           ----------------       ----------------
<S>                                                                        <C>                      <C>
Assets
Container rental equipment, net of accumulated
    depreciation of $14,346 (2002:  $14,572) (note 4)                      $        15,664        $        17,105
Cash                                                                                   295                    373
Accounts receivable, net of allowance for doubtful
     accounts of $81 (2002:  $81)                                                    1,055                  1,198
Due from affiliates, net (note 2)                                                      159                     55
Prepaid expenses                                                                         4                     15
                                                                           ----------------       ----------------


                                                                           $        17,177        $        18,746
                                                                           ================       ================
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                        $           102        $            74
   Accrued liabilities                                                                 143                    193
   Accrued damage protection plan costs                                                143                    126
   Accrued recovery costs                                                                8                      8
   Deferred quarterly distributions                                                     44                     47
   Deferred damage protection plan revenue                                              83                     83
                                                                           ----------------       ----------------

      Total liabilities                                                                523                    531
                                                                           ----------------       ----------------

Partners' capital:
   General partners                                                                      -                      -
   Limited partners                                                                 16,654                 18,215
                                                                           ----------------       ----------------

      Total partners' capital                                                       16,654                 18,215
                                                                           ----------------       ----------------


                                                                           $        17,177        $        18,746
                                                                           ================       ================


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, 2003 and 2002
    (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, 2003    June 30, 2002     June 30, 2003      June 30, 2002
                                                               --------------   --------------    --------------     --------------
<S>                                                            <C>              <C>               <C>                <C>

    Rental income                                              $       1,190    $       1,105     $       2,392      $       2,241
                                                               --------------   --------------    --------------     --------------

    Costs and expenses:
       Direct container expenses                                         287              356               513                685
       Bad debt expense (benefit)                                         19               (7)                5                 13
       Depreciation (note 4)                                             472              476               957                996
       Write-down of containers (note 4)                                  14               53                33                201
       Professional fees                                                   8               14                12                 24
       Management fees to affiliates (note 2)                            112               96               225                199
       General and administrative costs to affiliates (note 2)            54               61               114                127
       Other general and administrative costs                             19               44                37                 85
       Loss (gain) on sale of containers                                  60              (58)               67                (21)
                                                               --------------   --------------    --------------     --------------

                                                                       1,045            1,035             1,963              2,309
                                                               --------------   --------------    --------------     --------------

       Income (loss) from operations                                     145               70               429                (68)
                                                               --------------   --------------    --------------     --------------

    Interest income                                                        1                2                 2                  4
                                                               --------------   --------------    --------------     --------------

       Net earnings (loss)                                     $         146    $          72     $         431      $         (64)
                                                               ==============   ==============    ==============     ==============

    Allocation of net earnings (loss) (note 2):
       General partners                                        $          10    $          11     $          20      $          20
       Limited partners                                                  136               61               411                (84)
                                                               --------------   --------------    --------------     --------------

                                                               $         146    $          72     $         431      $         (64)
                                                               ==============   ==============    ==============     ==============

    Limited partners' per unit share
       of net earnings (loss)                                  $        0.04    $        0.02     $        0.11      $       (0.02)
                                                               ==============   ==============    ==============     ==============

    Limited partners' per unit share
       of distributions                                        $        0.28    $        0.27     $        0.53      $        0.52
                                                               ==============   ==============    ==============     ==============

    Weighted average number of limited
       partnership units outstanding                               3,608,468        3,654,413         3,608,468          3,654,413
                                                               ==============   ==============    ==============     ==============


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

                                                                         Partners' Capital
                                                    ------------------------------------------------------------
                                                       General               Limited                  Total
                                                    -------------         --------------         ---------------
<S>                                                 <C>                   <C>                    <C>
Balances at January 1, 2002                         $          -          $      22,044          $       22,044

Distributions                                                (20)                (1,891)                 (1,911)

Redemptions (note 5)                                           -                   (126)                   (126)

Net earnings (loss)                                           20                    (84)                    (64)
                                                    -------------         --------------         ---------------

Balances at June 30, 2002                           $          -          $      19,943          $       19,943
                                                    =============         ==============         ===============

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
                                                    =============         ==============         ===============


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

                                                                                         2003              2002
                                                                                     -----------       -----------
<S>                                                                                 <C>                <C>
Cash flows from operating activities:
   Net earnings (loss)                                                               $      431        $      (64)
   Adjustments to reconcile net earnings (loss) to
     net cash provided by operating activities:
        Depreciation (note 4)                                                               957               996
        Write-down of containers (note 4)                                                    33               201
        Increase in allowance for doubtful accounts                                           -                 9
        Loss (gain) on sale of containers                                                    67               (21)
        (Increase) decrease in assets:
           Accounts receivable                                                              148               156
           Due from affiliates, net                                                        (170)              (35)
           Prepaid expenses                                                                  11                 7
         Increase (decrease) in liabilities:
           Accounts payable and accrued liabilities                                         (22)               10
           Accrued damage protection plan costs                                              17                 2
           Accrued recovery costs                                                             -               (84)
           Deferred damage protection plan revenue                                            -                 4
                                                                                     -----------       -----------


              Net cash provided by operating activities                                   1,472             1,181
                                                                                     -----------       -----------

Cash flows from investing activities:
   Proceeds from sale of containers                                                         446               838
                                                                                     -----------       -----------

              Net cash provided by investing activities                                     446               838
                                                                                     -----------       -----------

Cash flows from financing activities:
   Redemptions of limited partnership units                                                 (46)             (126)
   Distributions to partners                                                             (1,950)           (1,936)
                                                                                     -----------       -----------

              Net cash used in financing activities                                      (1,996)           (2,062)
                                                                                     -----------       -----------

Net decrease in cash                                                                        (78)              (43)

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

Cash at end of period                                                                $      295        $      223
                                                                                     ===========       ===========


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, 2003 and 2002
(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 as of June
30, 2003 and 2002,  and December 31, 2002 and 2001,  resulting in differences in
amounts  recorded and amounts of cash disbursed or received by the  Partnership,
as shown in the  Statements of Cash Flows for the  six-month  periods ended June
30, 2003 and 2002.

                                                               June 30        Dec. 31         June 30        Dec. 31
                                                                 2003           2002            2002           2001
                                                             -----------    -----------     -----------    -----------
<S>                                                          <C>           <C>              <C>            <C>

Distributions to partners included in:
     Due to affiliates..............................              $ 3           $  4            $  2           $  2
     Deferred quarterly distributions...............               44             47              36             61

Proceeds from sale of containers included in:
     Due from affiliates............................               77            144             180            244


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, 2003 and 2002.


                                                                                                2003           2002
                                                                                                ----           ----

Distributions to partners declared.....................................                       $1,946         $1,911
Distributions to partners paid.........................................                        1,950          1,936

Proceeds from sale of containers recorded..............................                          379            774
Proceeds from sale of containers received..............................                          446            838

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, 2003 and 2002 was $5 and $7, 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, 2003 and 2002
(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  depending on whether the  containers are sold
     (i) in one or more large  transactions  or (ii)  gradually,  either as they
     reach the end of their marine  useful  lives or when an analysis  indicates
     that their sale is warranted  based on existing  market  conditions and the
     container's age, location and condition.  The Partnership  anticipates that
     all excess cash, after  redemptions and working capital  reserves,  will be
     distributed to the limited and general partners on a monthly basis.

     The accompanying financial statements have been prepared on a going concern
     basis  which  contemplates  the  realization  of  assets  and  payments  of
     liabilities in the ordinary course of business.  The final  termination and
     winding up of the  Partnership,  as well as payment of  liquidating  and/or
     final  distributions,  will occur at the end of the liquidation  phase when
     all or substantially all of the Partnership's containers have been sold and
     the Partnership begins its dissolution.

     The 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, 2003 and  December  31,  2002,  and the
     results of its  operations  for the three and six-month  periods ended June
     30, 2003 and 2002 and changes in  partners'  capital and cash flows for the
     six-month periods ended June 30, 2003 and 2002, have been made.

     The financial  information  presented  herein should be read in conjunction
     with the audited financial  statements and the accompanying  notes included
     in the Partnership's  annual audited financial statements as of and for the
     year ended December 31, 2002, 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 Partnership's  management  believes the following  critical  accounting
     policies  affect its more  significant  judgments and estimates used in the
     preparation of its financial statements.

     The Partnership  maintains  allowances for doubtful  accounts for estimated
     losses  resulting  from  the  inability  of its  lessees  to make  required
     payments.  These allowances are based on management's current assessment of
     the financial  condition of the Partnership's  lessees and their ability to
     make  their  required   payments.   If  the  financial   condition  of  the
     Partnership's  lessees were to  deteriorate,  resulting in an impairment of
     their ability to make payments, additional allowances may be required.

     The Partnership depreciates its container rental equipment based on certain
     estimates related to the container's  useful life and salvage value.  These
     estimates  are based  upon  assumptions  about  future  demand  for  leased
     containers  and the  estimated  sales  price at the end of the  container's
     useful life. The  Partnership  will evaluate the estimated  residual values
     and remaining  estimated  useful lives on an on-going basis and will revise
     its estimates as needed. As a result, depreciation expense may fluctuate in
     future periods based on fluctuations in these estimates.

     Additionally,  the  recoverability of the recorded amounts of containers to
     be held for continued use and identified for sale in the ordinary course of
     business are evaluated to ensure that containers held for continued use are
     not  impaired  and that  containers  identified  for sale are  recorded  at
     amounts  that do not exceed  the  estimated  fair value of the  containers.
     Containers  to be held for continued  use are  considered  impaired and are
     written down to estimated fair value when the estimated future undiscounted
     cash flows are less than the recorded  values.  Containers  identified  for
     sale are  written  down to  estimated  fair value when the  recorded  value
     exceeds the estimated  fair value.  In  determining  the  estimated  future
     undiscounted cash flows and fair value of containers,  assumptions are made
     regarding future demand and market conditions for leased containers and the
     sales prices for used  containers.  If actual  market  conditions  are less
     favorable  than those  projected  or if actual  sales prices are lower than
     those estimated by the Partnership,  additional write-downs may be required
     and/or losses may be realized.

     In June  2002,  the  FASB  issued  SFAS  No.  146 "  Accounting  for  costs
     Associated  With  Exit or  Disposal  Activities."  SFAS No.  146  addresses
     financial  accounting  and  reporting  for  costs  associated  with exit or
     disposal  activities and nullifies  Emerging Issues Task Force (EITF) Issue
     No. 94-3 "Liability  Recognition for Certain Employee  Termination Benefits
     and Other Costs to Exit an Activity  (including Certain Costs Incurred in a
     Restructuring)."  This  Statement  requires  that  a  liability  for a cost
     associated  with  an exit or  disposal  activity  be  recognized  when  the
     liability is incurred.  The Partnership  adopted SFAS No. 146 on January 1,
     2003 and  there  was no  material  impact  on the  Partnership's  financial
     condition, operating results or cash flow.

     Certain  reclassifications,  not affecting net earnings  (loss),  have been
     made to  prior  year  amounts  in order to  conform  to the 2003  financial
     statement presentation.

 Note 2.   Transactions with Affiliates

     Textainer  Financial  Services  Corporation  (TFS) is the managing  general
     partner of the  Partnership  and is a wholly-owned  subsidiary of Textainer
     Capital Corporation (TCC). Textainer Equipment Management Limited (TEM) and
     Textainer  Limited (TL) are associate  general partners of the Partnership.
     The  managing  general  partner  and the  associate  general  partners  are
     collectively  referred to as the General Partners and are commonly owned by
     Textainer Group Holdings  Limited (TGH).  The General  Partners also act in
     this capacity for other limited  partnerships.  The General Partners manage
     and control the affairs of the Partnership.

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

     As part of the operation of the  Partnership,  the Partnership is to pay to
     the General Partners an equipment  management fee, an incentive  management
     fee and an equipment  liquidation  fee. These fees are for various services
     provided  in  connection  with the  administration  and  management  of the
     Partnership.  For the three and  six-month  periods ended June 30, 2003 the
     Partnership   incurred   $29  and  $57  of   incentive   management   fees,
     respectively,  and $18 and $42, respectively, for the comparable periods in
     2002.  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  Partnership's  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, 2003 and December 31, 2002

     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  $83 and $168 for the three and  six-month  periods  ended June 30,
     2003,  respectively,  and $78 and $157,  respectively,  for the  comparable
     periods in 2002.

     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, 2003 and 2002 were as follows:


                                          Three months             Six months
                                         ended June 30,          ended June 30,
                                         --------------          --------------
                                         2003      2002          2003      2002
                                         ----      ----          ----      ----

       Salaries                           $31       $40          $ 63      $ 81
       Other                               23        21            51        46
                                           --        --           ---       ---
         Total general and
            administrative costs          $54       $61          $114      $127
                                           ==        ==           ===       ===

     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, 2003 and 2002:



                                        Three months            Six months
                                       ended June 30,         ended June 30,
                                       --------------         --------------
                                       2003      2002         2003      2002
                                       ----      ----         ----      ----

           TEM                          $47       $52          $99      $108
           TFS                            7         9           15        19
                                         --        --          ---       ---
             Total general and
                administrative costs    $54       $61         $114      $127
                                         ==        ==          ===       ===


     At June 30,  2003 and  December  31,  2002,  due  from  affiliates,  net is
     comprised of:

                                                                 2003       2002
                                                                 ----       ----
                  Due from affiliates:
                           Due from TEM..................        $193        $92
                                                                  ---         --

                  Due to affiliates:
                           Due to TL.....................           -          1
                           Due to TFS....................          26         26
                           Due to TCC....................           8         10
                                                                  ---         --
                                                                   34         37
                                                                  ---         --

                     Due from affiliates, net                    $159        $55
                                                                  ===         ==

     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, 2003 and 2002:

                                                          2003             2002
                                                          ----             ----

         On-lease under master leases                    4,168            4,286
         On-lease under long-term leases                 3,521            3,012
                                                         -----            -----

            Total on-lease containers                    7,689            7,298
                                                         =====            =====

     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 located primarily at a large
     number of storage  depots.  At June 30,  2003 and 2002,  the  Partnership's
     off-lease containers were in the following locations:
<PAGE>


                                                    2003         2002
                                                    ----         ----

          Americas                                   774        1,036
          Europe                                     157          351
          Asia                                       308        1,399
          Other                                       27           39
                                                   -----        -----

             Total off-lease containers            1,266        2,825
                                                   =====        =====

     At June 30, 2003 approximately 9% of the Partnership's off-lease containers
     had been specifically identified as for sale.

Note 4.  Container Rental Equipment

     Effective July 1, 2002, the Partnership  revised its estimate for container
     salvage  value from a percentage of equipment  cost to an estimated  dollar
     residual  value.  The  effect of this  change  for the three and  six-month
     periods ended June 30, 2003 was an increase to depreciation  expense of $90
     and  $187,  respectively.  The  Partnership  will  evaluate  the  estimated
     residual values and remaining  estimated  useful lives on an on-going basis
     and will revise its estimates as needed. As a result,  depreciation expense
     may fluctuate in future periods based on fluctuations in these estimates.

     The  Partnership  stopped  purchasing  containers in 2001,  but its leasing
     activities  are  affected by  fluctuations  in new  container  prices.  New
     container  prices  steadily  declined  from  1995  through  1999,  and have
     remained low through the first half of 2003.  As a result,  the cost of new
     containers purchased in recent years is significantly less than the average
     cost of containers purchased in prior years. The Partnership  evaluated the
     recoverability of the recorded amount of container rental equipment at June
     30,  2003,  and  2002  for  containers  to be held  for  continued  use and
     determined  that a reduction to the carrying value of these  containers was
     not required.  The  Partnership  also evaluated the  recoverability  of the
     recorded amount of containers identified for sale in the ordinary course of
     business and  determined  that a reduction to the carrying value of 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, 2003 and 2002, the Partnership  recorded write-down expenses
     of $33 and $201,  respectively,  on 81 and 434 containers identified as for
     sale and requiring a reserve. During the three-month periods ended June 30,
     2003 and 2002, the Partnership recorded write-down expenses of $14 and $53,
     respectively, on 45 and 155 containers identified as for sale and requiring
     a reserve.  At June 30, 2003 and 2002, the net book value of the 73 and 387
     containers identified as for sale was $55 and $334, respectively.

     During the six-month  period ended June 30, 2003, the  Partnership  sold 97
     previously  written  down  containers  for a  loss  of  $10  and  sold  457
     previously written down containers for a loss of $46 during the same period
     in 2002. During the three-month  period ended June 30, 2003 the Partnership
     sold 62 previously  written down  containers for a loss of $10 and sold 254
     previously written down containers for a loss of $29 during the same period
     in 2002. The  Partnership  incurred  losses on the sale of some  containers
     previously  written  down as the  actual  sales  prices  received  on these
     containers were lower than the estimates used for the write-downs.

     The  Partnership  also sold  containers  that had not been written down and
     recorded a loss of $57 and a gain of $67 during the six-month periods ended
     June 30, 2003 and 2002, respectively.  During the three-month periods ended
     June 30, 2003 and 2002, the  Partnership  recorded a loss of $50 and a gain
     of $87,  respectively,  on the sale of containers that had not been written
     down.

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

Note 5.  Redemptions

     The following  redemptions were  consummated by the Partnership  during the
     six-month periods ended June 30, 2003 and 2002:

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

        Total Partnership redemptions as of
           December 31, 2001....................                71,715              $8.66                   $621
        Six-month period ended
           June 30, 2002........................                23,872              $5.28                    126
                                                               -------                                       ---
        Total Partnership redemptions as of
           June 30, 2002........................                95,587              $7.81                   $747
                                                               =======                                       ===

        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
                                                               =======                                       ===

     The redemption price is fixed by formula in accordance with the Partnership
     Agreement.
</TABLE>

<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,  2003 and 2002.  Please  refer to the  Financial  Statements  and Notes
thereto in connection with the following discussion.

Textainer  Financial Services  Corporation (TFS) is the Managing General Partner
of the  Partnership  and  is a  wholly-owned  subsidiary  of  Textainer  Capital
Corporation (TCC).  Textainer  Equipment  Management Limited (TEM) and Textainer
Limited (TL) are  Associate  General  Partners of the  Partnership.  The General
Partners manage and control the affairs of the Partnership.

Liquidity and Capital Resources

From November 8, 1989 until January 15, 1991, the  Partnership  offered  limited
partnership  interests  to the  public.  The  Partnership  received  its minimum
subscription amount of $1,000 on December 19, 1989, and on January 15, 1991, the
Partnership had received its maximum subscription amount of $75,000.

In July 2001, the Partnership  entered its liquidation  phase, which may last up
to six or more years  depending on whether the containers are sold (i) in one or
more large transactions or (ii) gradually, either as they reach the end of their
useful marine lives or when an analysis  indicates  that their sale is warranted
based on existing  market  conditions  and the  container's  age,  location  and
condition.  To date, the Partnership has sold containers only gradually,  rather
than in large  transactions.  The Partnership  anticipates that all excess cash,
after  redemptions  and working  capital  reserves,  will be  distributed to the
general  and limited  partners  on a monthly  basis.  These  distributions  will
consist  of cash  from  operations  and/or  cash  from  sales  proceeds.  As the
Partnership's  container  fleet  decreases,  cash from operations is expected to
decrease,  while cash from sales proceeds is expected to fluctuate  based on the
number of  containers  sold and the actual sales price per  container  received.
Consequently,  the  Partnership  anticipates  that a large portion of all future
distributions will be a return of capital.

The final  termination and winding up of the Partnership,  as well as payment of
liquidating and/or final distributions, will occur at the end of the liquidation
phase when all or substantially  all of the  Partnership's  containers have been
sold and the Partnership begins its dissolution.

The Partnership invests working capital,  cash flow from operating and investing
activities  prior to its  distribution  to the  partners in  short-term,  liquid
investments.   Rental  income  and  proceeds  from   container   sales  are  the
Partnership's principal sources of liquidity and provide the source of funds for
distributions.  Rental income and container sales prices are affected by current
market conditions for leased  containers and used containers.  Market conditions
are discussed more fully in "Results of Operations." The  Partnership's  cash is
affected  by cash  provided by or used in  operating,  investing  and  financing
activities. These activities are discussed in detail below.

During the six-month  period ended June 30, 2003, the Partnership  declared cash
distributions  to limited  partners  pertaining to the period from December 2002
through May 2003 in the amount of $1,926, which represented $0.53 per unit. On a
cash  basis,  as  reflected  on the  Statements  of  Cash  Flows,  after  paying
redemptions and general partner distributions, $1,406 of total distributions was
from operations,  and the balance was a return of capital.  On an accrual basis,
as reflected on the Statements of Partners' Capital,  after paying  redemptions,
$365 of these  distributions  were from current  year  earnings and $1,561 was a
return of capital.

From time to time,  the  Partnership  redeems units from limited  partners for a
specified  redemption  value,  which  is  set  by  formula.  Up  to  2%  of  the
Partnership's outstanding units may be redeemed each year, although the 2% limit
may be exceeded at the Managing General  Partner's  discretion.  All redemptions
are subject to the Managing  General  Partner's  good faith  determination  that
payment for the redeemed units will not (i) cause the Partnership to be taxed as
a  corporation,  (ii) impair the capital or  operations of the  Partnership,  or
(iii) impair the ability of the Partnership to pay  distributions  in accordance
with its distribution  policy.  During the six-month period ended June 30, 2003,
the  Partnership  redeemed  11,962 units for a total  dollar  amount of $46. The
Partnership  used cash flow from  operating  activities  to pay for the redeemed
units.

Net cash provided by operating  activities for the six-month  periods ended June
30, 2003 and 2002, was $1,472 and $1,181, respectively. The increase of $291, or
25%, was primarily due to the fluctuation in net earnings  (loss),  adjusted for
non-cash  transactions,  and the  fluctuations in accrued  recovery  costs.  The
increase was partially offset by fluctuations in due from  affiliates,  net. Net
earnings (loss), adjusted for non-cash transactions, fluctuated primarily due to
the decrease in direct container  expenses and increase in rental income.  These
items are  discussed  more fully in "Results  of  Operations."  The  decrease in
accrued  recovery  costs of $84 during the six-month  period ended June 30, 2002
was  primarily  due to an  adjustment  made to eliminate the reserve for certain
containers that were  determined to be  unrecoverable.  The  fluctuations in due
from  affiliates,  net  resulted  from  timing  differences  in the  payment  of
expenses,  fees, and distributions and the remittance of net rental revenues and
container sales proceeds, as well as in fluctuations in these amounts.

For the  six-month  periods  ended June 30,  2003 and 2002 net cash  provided by
investing  activities (the sale of containers) was $446 and $838,  respectively.
The  decrease  of $392  was  primarily  due to the  decrease  in the  number  of
containers  sold and a decrease  in the  average  container  sales  price.  Some
containers  sold were  located in low  demand  locations,  and these  sales were
driven  by  the  liquidation  plans  discussed  above,  and  by  adverse  market
conditions in these locations.  Until demand for containers  improves in certain
low demand  locations,  the  Partnership  plans to continue  selling some of its
containers  that are  off-lease in these  locations  rather than  incurring  the
expense of  repositioning  them.  The sales price  received on  container  sales
continued  to  decrease  as a result of current  market  conditions,  which have
adversely  affected the value of used containers.  The sale of containers in low
demand  locations,  the  decline in value for used  containers,  and the related
market conditions are discussed more fully under "Results of Operations."

Due, in part,  to these  market  conditions  and their effect on demand for used
containers,  the Partnership has been primarily  selling  containers only if the
containers  are at the end of their useful lives or if they are located in these
low  demand  locations.  Therefore,  and as noted  above,  the  Partnership  has
implemented its liquidation phase to date by selling containers  gradually.  The
Partnership will continue to evaluate its options for selling  containers in the
context of both these market conditions and the Partnership's liquidation plans.
The number of containers  sold both in low demand  locations and  elsewhere,  as
well as the amount of sales proceeds,  will affect how much the Partnership will
pay in future distributions to Partners.

Results of Operations

The  Partnership's  income from operations,  which consists  primarily of rental
income  less  costs  and  expenses  (including  container  depreciation,  direct
container   expenses,   management  fees  and  reimbursement  of  administrative
expenses)  was directly  related to the size of the  container  fleet during the
six-month periods ended June 30, 2003 and 2002, as well as certain other factors
as discussed below. The following is a summary of the container fleet (in units)
available for lease during those periods:

                                                          2003        2002
                                                          ----        ----

           Beginning container fleet...............      9,425      10,990
           Ending container fleet..................      8,955      10,123
           Average container fleet.................      9,190      10,557

The average  container fleet decreased 13% from the six-month  period ended June
30, 2002 to the comparable period in 2003,  primarily due to continuing sales of
containers  (i) that had reached the end of their  useful  lives or (ii) that an
analysis had  indicated  their sale was  otherwise  warranted.  Included in this
second group were containers  located in low demand  locations.  The Partnership
expects that the size of its container  fleet will further decline as additional
containers  are sold for these  reasons  and as the  Partnership  continues  its
liquidation  plans.  The  Partnership  expects  rental  income to decline as the
container fleet declines. While the decline in container fleet resulted in lower
rental  income,  this  decrease  was more  than  offset  by the  improvement  in
utilization,  resulting  in the  increase in rental  income  from the  six-month
period  ended June 30,  2002 to the same period in 2003.  An overall  decline in
rental  income is  expected  to  continue  in future  years,  as the size of the
Partnership's container fleet continues to decrease.

Rental  income and direct  container  expenses are also  affected by the average
utilization of the container fleet,  which was 84%, and 65% during the six-month
periods  ended June 30, 2003 and 2002,  respectively.  The  remaining  container
fleet is off-lease  and is being  stored  primarily at a large number of storage
depots.  At June 30, 2003 and 2002,  utilization was 86% and 72%,  respectively,
and the  Partnership's  off-lease  containers  (in  units)  were  located in the
following locations:

                                                    2003        2002
                                                    ----        ----

          Americas                                   774       1,036
          Europe                                     157         351
          Asia                                       308       1,399
          Other                                       27          39
                                                   -----       -----

             Total off-lease containers            1,266       2,825
                                                   =====       =====

At June 30, 2003, approximately 9% of the Partnership's off-lease containers had
been specifically identified as for sale.

In addition to utilization, rental income is affected by daily rental rates. The
average daily rental rate for the Partnership's  containers decreased 7% between
the  periods.  Average  rental  rates  declined  under both master and long term
leases,  which  are the two  principal  types of  leases  for the  Partnership's
containers.  The majority of the Partnership's  rental income was generated from
leasing of the Partnership's  containers under master operating  leases,  but an
increasing  percentage of the Partnership's  containers have been on lease under
long term leases. At June 30, 2003 and 2002, 46% and 41%,  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.

The  following is a comparative  analysis of the results of  operations  for the
six-month periods ended June 30, 2003 and 2002.

The Partnership's  income (loss) from operations for the six-month periods ended
June 30,  2003 and 2002 was $429 and ($68),  respectively,  on rental  income of
$2,392 and $2,241,  respectively.  The increase in rental income of $151, or 7%,
from the six-month  period ended June 30, 2002 to the comparable  period in 2003
was attributable to the increase in income from container rentals, offset by the
decrease in other rental income, which is discussed below. Income from container
rentals, the major component of total revenue,  increased $168, or 9%, primarily
due to the increase in on-hire  utilization  of 29%,  offset by decreases in the
average  container  fleet of 13% and  average  rental  rates of 7%  between  the
periods.

Beginning  in March 2002,  utilization  began to improve and  improved  steadily
through the end of 2002 due to:

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

Utilization   declined   slightly  in  the  first  quarter  of  2003,  which  is
traditionally  a slow period for container  demand,  and then improved  slightly
during the second quarter of 2003.  Rental rates also declined  slightly in 2003
primarily  due to low new  container  prices,  low interest  rates and low rates
offered by  competitors.  The General  Partners are cautiously  optimistic  that
current utilization levels can be maintained or improved during the next several
months as the peak-shipping season begins. However, the General Partners caution
that  market  conditions  could  deteriorate  again due to global  economic  and
political conditions.  Demand for leased containers could therefore weaken again
and result in a decrease in utilization and further  declines in lease rates and
container sale prices, adversely affecting the Partnership's operating results.

Although demand for leased containers improved, the trade imbalance between Asia
and the Americas  continues.  As a result, a large portion of the  Partnership's
off-lease  containers  are located in low demand  locations  in the  Americas as
detailed  in the above  chart.  For these and other  off-lease  containers,  the
Partnership  determines  whether  these  containers  should  be sold or held for
continued  use.  The  decision  to  sell  containers  is  based  on the  current
expectation  that the economic  benefit of selling  these  containers is greater
than the estimated  economic benefit of continuing to own these containers.  The
majority of the  containers  sold are older  containers.  The expected  economic
benefit of continuing to own these older containers is  significantly  less than
that of newer  containers.  This is due to their shorter  remaining marine life,
the cost to reposition  them,  and the shipping  lines'  preference  for leasing
newer containers when they have a choice.

Once the decision is made to sell  containers,  the Partnership  writes down the
value of these  specifically  identified  containers when the carrying value was
greater than the container's  estimated net realizable value,  which is based on
recent sales prices less cost of sales.  The average sales prices for containers
sold by the  Partnership  as well as other  Partnerships  managed by the General
Partners  have  decreased.  The decrease is  primarily  due to a surplus of used
containers available for sale.

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, 2003,
other  rental  income was $255 a decrease of $17 from the  equivalent  period in
2002. Other rental income decreased primarily due to the decline in handling and
location  income of $21 and $11,  respectively,  offset by the  increase  in DPP
income of $16.  Handling  income  decreased  primarily  due to the  decrease  in
container  movement.  Location income  decreased  primarily due to a decrease in
charges to lessees for dropping off containers in certain locations.  DPP income
increased primarily due to an increase in the number of containers covered under
DPP.

Direct  container  expenses  decreased  $172, or 25%, from the six-month  period
ended June 30, 2002 to the equivalent period in 2003. The decrease was primarily
due to the  decrease  in  storage  expense  of $253,  offset by an  increase  in
repositioning  expense of $90.  Storage expense  decreased  primarily due to the
increase in utilization noted above and the decrease in the average storage cost
per container. Repositioning expense increased due to increases in the number of
containers  repositioned  and  in the  average  repositioning  costs  due to (i)
expensive  repositioning  moves related to one lessee who required containers to
be delivered to certain  locations  as discussed  above and (ii) longer  average
repositioning moves.

Bad debt expense was $5  and $13 for the  six-month  periods ended June 30, 2003
and 2002, respectively.  Fluctuations in bad debt expense reflect the adjustment
to the bad debt 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.  The expenses recorded during the
six-month   periods  ended  June  30,  2003  and  2002  reflect  higher  reserve
requirements from December 31, 2002 and 2001.

Depreciation  expense decreased $39, or 4%, from the six-month period ended June
30, 2002 to the  comparable  period in 2003,  primarily  due to the  decrease in
average  fleet  size  noted  above,  partially  offset  by an  increase  in  the
depreciation  rate as a  result  of  changes  in  estimated  salvage  values  as
discussed below.

Effective  July 1, 2002,  the  Partnership  revised its estimate  for  container
salvage  value  from a  percentage  of  equipment  cost to an  estimated  dollar
residual  value.  The effect of this change for the six-month  period ended June
30, 2003 was an increase to depreciation  expense of $187. The Partnership  will
evaluate the estimated  residual values and remaining  estimated useful lives on
an  on-going  basis  and will  revise  its  estimates  as  needed.  As a result,
depreciation  expense may fluctuate in future periods based on  fluctuations  in
these estimates.

The  Partnership  stopped  purchasing   containers  in  2001,  but  its  leasing
activities are affected by fluctuations in new container  prices.  New container
prices  steadily  declined from 1995 through 1999, and have remained low through
the first half of 2003.  As a result,  the cost of new  containers  purchased in
recent years is significantly less than the average cost of containers purchased
in prior years.  The Partnership  evaluated the  recoverability  of the recorded
amount of container rental equipment at June 30, 2003 and 2002 for containers to
be held for continued use and determined  that a reduction to the carrying value
of these  containers  was not  required.  The  Partnership  also  evaluated  the
recoverability  of the recorded amount of containers  identified for sale in the
ordinary  course of business  and  determined  that a reduction  to the carrying
value of 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, 2003 and 2002, the Partnership  recorded  write-down  expenses of
$33 and $201, respectively,  on 81 and 434 containers identified as for sale and
requiring a reserve. At June 30, 2003 and 2002, the net book value of the 73 and
387 containers identified as for sale was $55 and $334, respectively.

The  Partnership  sold 97 previously  written down  containers for a loss of $10
during the six-month period ended June 30, 2003 and sold 457 previously  written
down  containers  for a loss  of  $46  during  the  same  period  in  2002.  The
Partnership  incurred losses on the sale of some containers  previously  written
down as the actual sales prices received on these containers were lower than the
estimates used for the write-downs.

The Partnership also sold containers that had not been written down and recorded
a loss of $57 and a gain of $67 during the six-month periods ended June 30, 2003
and 2002, respectively.

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

Management fees to affiliates  increased $26, or 13%, from the six-month  period
ended June 30, 2002 to the  equivalent  period in 2003.  The increase was due to
increases in both incentive and equipment management fees. Incentive  management
fees,  which  are  based  on  the  Partnership's  limited  and  general  partner
distributions  made from cash from  operations and partners'  capital  increased
primarily due to the increase in the amount of distributions paid from cash from
operations between the two periods.  Equipment  management fees, which are based
primarily  on gross  revenue,  increased  as a result of the  increase in rental
income and were  approximately  7% of rental income for both  six-month  periods
ended June 30, 2003 and 2002.

General and administrative  costs to affiliates  decreased $13, or 10%, from the
six-month  period ended June 30, 2002 to the same period in 2003,  primarily due
to the  decrease  in  overhead  costs  allocated  by  TEM,  as  the  Partnership
represented a smaller portion of the total fleet managed by TEM.

The  Partnership  Agreement  provides  for the  ongoing  payment to the  General
Partners of the management fees and the reimbursement of the expenses  discussed
above.  Since these fees and expenses are  established  by the  Agreement,  they
cannot be considered the result of arms' length negotiations with third parties.
The Partnership Agreement was formulated at the Partnership's  inception and was
part of the terms  upon which the  Partnership  solicited  investments  from its
limited partners. The business purpose of paying the General Partners these fees
is to  compensate  the  General  Partners  for the  services  they render to the
Partnership.  Reimbursement  for  expenses  is made to offset  some of the costs
incurred by the General  Partners in managing the  Partnership and its container
fleet.  More details about these fees and expenses are included in footnote 2 to
the Financial Statements.

Other general and  administrative  costs decreased $48 from the six-month period
ended June 30, 2002 to the same period in 2003.  The decrease was  primarily due
to decreases in other service fees between the periods.

Gain/(loss)  on  sale  of  containers  fluctuated  from a gain  of $21  for  the
six-month period ended June 30, 2002 to a loss of $67 for the comparable  period
in 2003. The fluctuation was primarily due to the Partnership  incurring average
losses on the sale of containers during the six-month period ended June 30, 2003
as compared to average gains in the same period in 2002.

Net earnings/(loss) per limited partnership unit fluctuated from a loss of $0.02
during the  six-month  period  ended June 30, 2002 to a gain of $0.11 during the
comparable  period in 2003,  reflecting the  fluctuation in net  earnings/(loss)
allocated  to  limited  partners  from  a  loss  of $84  to  earnings  of  $411,
respectively.  The allocation of net  earnings/(loss)  for the six-month periods
ended June 30, 2003 and 2002  included a special  allocation  of gross income to
General  Partners  of  $16  and  $21,  respectively,   in  accordance  with  the
Partnership Agreement.

The  following is a comparative  analysis of the results of  operations  for the
three-month periods ended June 30, 2003 and 2002.

The Partnership's income from operations for the three-month periods ending June
30, 2003 and 2002 was $145 and $70, respectively, on rental income of $1,190 and
$1,105,  respectively.  The  increase  in rental  income of $85, or 8%, from the
three-month  period  ended June 30,  2002 to the  comparable  period in 2003 was
attributable  to the increase in income from  container  rentals,  offset by the
decrease in other rental income. Income from container rentals increased $96, or
10%,  primarily  due to the increase in on-hire  utilization  of 27%,  offset by
decreases in the average  container  fleet of 12% and average rental rates of 6%
between the periods.

For the three-month  period ended June 30, 2003, other rental income was $123, a
decrease  of $11  from  the  equivalent  period  in 2002.  Other  rental  income
decreased  primarily due to the declines in handling and location  income of $19
and $7,  respectively,  offset by the  increase  in DPP income of $15.  Handling
income decreased primarily due to the decrease in container  movement.  Location
income decreased  primarily due to a decrease in charges to lessees for dropping
off containers in certain  locations.  DPP income increased  primarily due to an
increase in the number of containers covered under DPP.

Direct  container  expenses  decreased $69, or 19%, from the three-month  period
ending  June 30,  2002 to the  equivalent  period  in  2003.  The  decrease  was
primarily due to the decrease in storage expense of $119,  offset by an increase
in repositioning  expense of $44. Storage expense decreased primarily due to the
increase in  utilization  noted above and  decrease in average  storage cost per
container.  Repositioning  expense  increased  due to increases in the number of
containers  repositioned  and  in the  average  repositioning  costs  due to (i)
expensive  repositioning  moves related to one lessee who required containers to
be delivered to certain  locations  as discussed  above and (ii) longer  average
repositioning moves.

Bad debt expense  (benefit)  fluctuated from a benefit of $7 for the three-month
period  ended June 30,  2002 to an expense of $19 for the  comparable  period in
2003. The benefit  recorded  during the  three-month  period ended June 30, 2002
reflects a lower reserve  requirement  from March 31, 2002. The expense recorded
during the  three-month  period  ended June 30, 2003  reflects a higher  reserve
requirement from March 31, 2003.

Depreciation  expense was  comparable  at $472 and $476  during the  three-month
periods  ended June 30,  2003 and 2002,  respectively,  as the  increase  in the
depreciation  rate as a result of changes in estimated salvage values was offset
by the  decrease  in  average  fleet  size.  The  effect  of the  change  in the
depreciation rate for the three-month period ended June 30, 2003 was an increase
to depreciation expense of $90.

During the  three-month  periods ended June 30, 2003 and 2002,  the  Partnership
recorded  write-down  expenses  of $14  and  $53,  respectively,  on 45 and  155
containers  identified as for sale and requiring a reserve. The Partnership sold
62 of these  previously  written  down  containers  for a loss of $10 during the
three-month  period  ended June 30, 2003 and sold 254  previously  written  down
containers  for a loss of $29 during the same  period in 2002.  The  Partnership
also sold  containers  that had not been written down and recorded a loss of $50
and a gain of $87 during the  three-month  periods ended June 30, 2003 and 2002,
respectively.

Management fees to affiliates increased $16, or 17%, from the three-month period
ended June 30, 2002 to the comparable period in 2003. The increase was primarily
due to increases in both  incentive and  equipment  management  fees.  Incentive
management  fees  increased  primarily  due to the  increase  in the  amount  of
distributions paid from cash from operations between the two periods.  Equipment
management  fees increased as a result of the increase in rental income and were
approximately  7% of rental income for both  three-month  periods ended June 30,
2003 and 2002.

General and  administrative  costs to affiliates  decreased $7, or 11%, from the
three-month  period ended June 30, 2002 to the same period in 2003 primarily due
to a decrease in the allocation of overhead  costs from TEM, as the  Partnership
represented a smaller portion of the total fleet managed by TEM.

Other general and administrative costs decreased $25 from the three-month period
ended June 30, 2002 to the same period in 2003.  The decrease was  primarily due
to decreases in other service fees between the periods.

Gain/(loss) on sale of containers fluctuated from a gain of $58 to a loss of $60
for the  three-month  periods  ended June 30, 2002 and 2003,  respectively.  The
fluctuation was primarily due to the Partnership incurring average losses on the
sale of containers during the three-month period ended June 30, 2003 as compared
to average gains in the same period in 2002.

Net earnings per limited  partnership unit increased from $0.02 to $0.04 for the
three-month  period  ended  June  30,  2002 to the  comparable  period  in 2003,
reflecting the increase in net earnings  allocated to limited  partners from $61
to $136,  respectively.  The  allocation  of net  earnings  for the  three-month
periods  ended June 30,  2003 and 2002  included a special  allocation  of gross
income to the General Partners in accordance with the Partnership Agreement.

Critical Accounting Policies and Estimates

The Partnership's discussion and analysis of its financial condition and results
of operations are based upon the Partnership's financial statements,  which have
been prepared on a going concern basis, in accordance with accounting principles
generally  accepted  in the United  States of  America.  Certain  estimates  and
assumptions were made by the  Partnership's  management that affect the reported
amounts of assets and  liabilities  and  disclosures  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenue and expenses during the reporting period.  The Partnership's  management
evaluates its  estimates on an on-going  basis,  including  those related to the
container rental equipment, accounts receivable and accruals.

These  estimates  are  based  on  historical  experience  and on  various  other
assumptions  that are believed to be  reasonable  under the  circumstances,  the
results of which  form the basis for making  judgments  regarding  the  carrying
values of assets  and  liabilities.  Actual  results  could  differ  from  those
estimates under different assumptions or conditions.  The accompanying financial
statements  have been prepared on a going concern basis which  contemplates  the
realization  of assets and payments of  liabilities  in the  ordinary  course of
business.

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

The Partnership  maintains allowances for doubtful accounts for estimated losses
resulting  from the  inability of its lessees to make required  payments.  These
allowances  are  based  on  management's  current  assessment  of the  financial
condition of the Partnership's  lessees and their ability to make their required
payments.  If the  financial  condition  of the  Partnership's  lessees  were to
deteriorate,  resulting  in an  impairment  of their  ability to make  payments,
additional  allowances  may  be  required,  which  would  adversely  affect  the
Partnership's operating results.

The  Partnership  depreciates  its container  rental  equipment based on certain
estimates  related to the  container's  useful  life and  salvage  value.  These
estimates are based upon assumptions  about future demand for leased  containers
and the  estimated  sales  price  at the  end of the  container's  useful  life.
Effective  July 1, 2002,  the  Partnership  revised its estimate  for  container
salvage  value  from a  percentage  of  equipment  cost to an  estimated  dollar
residual value. The Partnership will evaluate the estimated  residual values and
remaining  estimated  useful  lives on an  on-going  basis and will  revise  its
estimates as needed. As a result,  depreciation  expense may fluctuate in future
periods based on fluctuations  in these  estimates.  If the estimates  regarding
residual  value and  remaining  useful life of the  containers  were to decline,
depreciation  expense would  increase,  adversely  affecting  the  Partnership's
operating results.

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

Risk Factors and Forward Looking Statements

Although  substantially  all of the  Partnership's  income  from  operations  is
derived from assets employed in foreign operations, virtually all of this income
is  denominated  in United  States  dollars.  The  Partnership's  customers  are
international  shipping  lines,  which transport  goods on  international  trade
routes.  The  domicile  of the lessee is not  indicative  of where the lessee is
transporting  the  containers.  The  Partnership's  business risk in its foreign
operations lies with the  creditworthiness of the lessees, and the Partnership's
ability to keep its containers under lease,  rather than the geographic location
of the  containers or the domicile of the lessees.  The containers are generally
operated on the international high seas rather than on domestic  waterways.  The
containers are subject to the risk of war or other political, economic or social
occurrence  where  the  containers  are used,  which  may  result in the loss of
containers,  which,  in turn,  may have a material  impact on the  Partnership's
results of operations and financial condition.

Other risks of the Partnership's  leasing  operations include  competition,  the
cost of  repositioning  containers  after  they come  off-lease,  the risk of an
uninsured loss, including bad debts,  increases in maintenance expenses or other
costs of  operating  the  containers,  and the effect of world  trade,  industry
trends  and/or  general  business  and  economic  cycles  on  the  Partnership's
operations. See "Risk Factors" in the Partnership's Prospectus, as supplemented,
for additional information on risks of the Partnership's business. See "Critical
Accounting  Policies and Estimates"  above for information on the  Partnership's
critical  accounting policies and how changes in those estimates could adversely
affect the Partnership's results of operations.

The foregoing includes forward-looking statements and predictions about possible
or  future  events,  results  of  operations  and  financial  condition.   These
statements  and  predictions  may  prove  to  be  inaccurate,   because  of  the
assumptions  made by the  Partnership  or the  General  Partners  or the  actual
development  of  future  events.  No  assurance  can be given  that any of these
forward-looking statements or predictions will ultimately prove to be correct or
even substantially correct. The risks and uncertainties in these forward-looking
statements  include,  but are not  limited  to,  changes  in demand  for  leased
containers,  changes in global  business  conditions  and their  effect on world
trade,  future  modifications  in the way in  which  the  Partnership's  lessees
conduct their business or of the  profitability of their business,  increases or
decreases in new container  prices or the  availability  of financing  therefor,
alterations in the costs of maintaining and repairing used containers, increases
in competition,  changes in the Partnership's  ability to maintain insurance for
its  containers  and its  operations,  the effects of  political  conditions  on
worldwide  shipping and demand for global trade or of other general business and
economic cycles on the  Partnership,  as well as other risks detailed herein and
from time to time in the Partnership's  filings with the Securities and Exchange
Commission.  The  Partnership  does  not  undertake  any  obligation  to  update
forward-looking statements.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

Inapplicable.

Item 4.  Controls and Procedures

Based on an evaluation of the Partnership's  disclosure  controls and procedures
(as defined in Rules 13a-14 and 15d-14 of the Securities  Exchange Act of 1934),
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 most recent fiscal quarter, and which has materially affected,  or
is reasonably  likely materially to affect,  the Partnership's  internal control
over financial reporting.


<PAGE>
<TABLE>
<CAPTION>


Part II

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)     Not applicable.




                                   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:  August 12, 2003

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


Signature                                Title                                          Date
<S>                                      <C>                                            <C>


________________________                 Chief Financial Officer, Senior                August 12, 2003
Ernest J. Furtado                        Vice President and Secretary






________________________                 President                                      August 12, 2003
John A. Maccarone
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


Part II

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)     Not applicable.



                                   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:  August 12, 2003


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

Signature                                Title                                          Date

<S>                                     <C>                                            <C>


/s/Ernest J. Furtado
________________________________         Chief Financial Officer, Senior                August 12, 2003
Ernest J. Furtado                        Vice President and Secretary





/s/John A. Maccarone
________________________________         President                                      August 12, 2003
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.

August 12, 2003

                                          /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.

August 12, 2003

                               /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,
2003, as filed on August 12, 2003 with the  Securities  and Exchange  Commission
(the "Report"),  I, John A.  Maccarone,  the President and Director of Textainer
Financial Services  Corporation  ("TFS") and Principal Executive Officer of TFS,
the Managing General Partner of the Registrant,  certify,  pursuant to 18 U.S.C.
ss. 1350, as adopted,  regarding Section 906 of the  Sarbanes-Oxley Act of 2002,
that:

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


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




     August 12, 2003




                                    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 Reqistrant 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,
2003, as filed on August 12, 2003 with the  Securities  and Exchange  Commission
(the  "Report"),  I, Ernest J. Furtado,  Chief  Financial  Officer,  Senior Vice
President,  Secretary and Director of Textainer  Financial Services  Corporation
("TFS") and  Principal  Financial  and  Accounting  Officer of TFS, the Managing
General Partner of the Registrant,  certify,  pursuant to 18 U.S.C. ss. 1350, as
adopted, regarding Section 906 of the Sarbanes-Oxley Act of 2002, that:

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



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





     August 12, 2003




                           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 Reqistrant and furnished
to the Securities and Exchange Commission or its staff upon request.