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


August 15, 2002


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. Form 10Q-A,  amended to include  certifications  pursuant to 18 U.S.C.  ss.
1350 as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

Sincerely,

Nadine Forsman
Controller
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549



                                   FORM 10-Q-A
                                 AMENDMENT NO. 1



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


                  For the quarterly period ended June 30, 2002


                         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 [ ]



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

Quarterly Report on Form 10-Q-A for the
Quarter Ended June 30, 2002

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

          Exhibit 99.1 - Certification pursuant to 18 U.S.C. ss. 1350
          as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002................          3



          Exhibit 99.2 - Certification pursuant to 18 U.S.C. ss. 1350
          as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002................          4


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                                  EXHIBIT 99.1



                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                       AS ADOPTED, PURSUANT TO 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,
2002,  as filed on August 8, 2002 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, pursuant to 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  and  results  of
              operations of the Registrant.



August 14, 2002



                                        By  /s/ John A. Maccarone
                                            ____________________________________
                                            John A. Maccarone
                                            President and Director of TFS


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                                  EXHIBIT 99.2



                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                       AS ADOPTED, PURSUANT TO 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,
2002,  as filed on August 8, 2002 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, pursuant to 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  and  results  of
              operations of the Registrant.



August 14, 2002

                                By  /s/ Ernest J. Furtado
                                    ____________________________________
                                    Chief Financial Officer, Senior Vice
                                    President, Secretary and Director of TFS


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                                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 15, 2002

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>

__________________________________
Ernest J. Furtado                        Chief Financial Officer, Senior                August 15, 2002
                                         Vice President and Secretary



__________________________________
John A. Maccarone                        President                                      August 15, 2002


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                                   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 15, 2002


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
___________________________________
Ernest J. Furtado                        Chief Financial Officer, Senior                August 15, 2002
                                         Vice President and Secretary





/s/John A. Maccarone
___________________________________
John A. Maccarone                        President                                      August 15, 2002

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