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


August 14, 1997


Securities and Exchange Commission
Washington, DC  20549

Gentlemen:

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  we are
submitting  herewith for filing on behalf of Textainer Equipment Income Fund II,
L.P. (the "Company") an amended copy of the Company's  Quarterly  Report on Form
10-QA for the Second  Quarter ended June 30, 1997. We are amending the Quarterly
Report originally  submitted on Form 10-Q because the amounts on Exhibit 27, the
Financial  Data  Schedule,  were  not  completely  updated  to  reflect  current
year-to-date totals.

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

Sincerely,

Nadine Forsman
Controller




<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                               Washington DC 20549



                                    FORM 10QA



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



                  For the quarterly period ended June 30, 1997


                         Commission file number 0-19145


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


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

   650 California Street, 16th Floor
      San Francisco, California                                    94108
(Address of Principal Executive Offices)                         (ZIP Code)

                                 (415) 434-0551
               Registrant's telephone number, including area code



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                 Yes [X] No [ ]





<PAGE>





                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


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

                                     By Textainer Financial Services Corporation
                                     The Managing General Partner


                                     By  ________________________________
                                            John R. Rhodes
                                            Executive Vice President



Date:   August 14, 1997

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

<TABLE>
<CAPTION>
Signature                                Title                                      Date



<S>                                      <C>                                        <C> 
                                         Executive Vice President                   August 14, 1997
-------------------------------          (Principal Financial and
John R. Rhodes                           Accounting Officer) and
                                         Secretary


                                         President (Principal Executive             August 14, 1997
-------------------------------          Officer) and Director
James E. Hoelter                         



</TABLE>
<PAGE>



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


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

                                     By Textainer Financial Services Corporation
                                     The Managing General Partner


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



Date:    August 14, 1997

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

<TABLE>
<CAPTION>
Signature                                Title                                        Date



<S>                                      <C>                                          <C> 
/s/ John R. Rhodes                       Executive Vice President                     August 14, 1997
-------------------------------          (Principal Financial and
John R. Rhodes                           Accounting Officer) and
                                         Secretary

/s/ James E. Hoelter                     President (Principal Executive               August 14, 1997
-------------------------------          Officer) and Director
James E. Hoelter                         

</TABLE>