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


May 16, 2005


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
First Quarter ended March 31, 2005 .

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 March 31, 2005


                         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 March 31, 2005

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



                                                                                                             Page
<S>                                                                                                          <C>
Part I    Financial Information

    Item 1.    Financial Statements (unaudited)

          Balance Sheets - March 31, 2005
          and December 31, 2004.............................................................................    3


          Statements of Earnings for the three months
          ended March 31, 2005 and 2004.....................................................................    4


          Statements of Partners' Capital for the three months
          ended March 31, 2005 and 2004.....................................................................    5


          Statements of Cash Flows for the three months
          ended March 31, 2005 and 2004.....................................................................    6


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


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


    Item 4.    Controls and Procedures......................................................................   17


Part II   Other Information

    Item 1.    Legal Proceedings............................................................................   17

    Item 6.    Exhibits.....................................................................................   17
</TABLE>






<PAGE>

<TABLE>
<CAPTION>


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

Balance Sheets

March 31, 2005 and December 31, 2004
(Amounts in thousands)
(unaudited)
------------------------------------------------------------------------------------------------------------------

                                                                                 2005                   2004
                                                                           ----------------       ----------------
<S>                                                                        <C>                     <C>
Assets
Container rental equipment held for sale, net of
accumulated depreciation of  $3,095 (2004:  $-) (notes 4 & 6)              $         9,468        $             -
Container rental equipment, net of accumulated
    depreciation of $- (2004:  $2,521) (note 4)                                          -                 10,335
Cash                                                                                   791                    541
Accounts receivable, net of allowance for doubtful
     accounts of $131 (2004:  $137)                                                    828                    831
Due from affiliates, net (note 2)                                                      333                    147
Prepaid expenses                                                                        10                     14
                                                                           ----------------       ----------------


                                                                           $        11,430        $        11,868
                                                                           ================       ================
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                        $            44        $            42
   Accrued liabilities                                                                  43                     43
   Accrued damage protection plan costs                                                206                    207
   Accrued service provider fees                                                        26                     37
   Deferred quarterly distributions                                                      -                     43
   Deferred damage protection plan revenue                                              81                     83
                                                                           ----------------       ----------------

      Total liabilities                                                                400                    455
                                                                           ----------------       ----------------

Partners' capital:
   General partners                                                                      -                      -
   Limited partners                                                                 11,030                 11,413
                                                                           ----------------       ----------------

      Total partners' capital                                                       11,030                 11,413
                                                                           ----------------       ----------------


                                                                           $        11,430        $        11,868
                                                                           ================       ================


See accompanying notes to financial statements

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

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

    Statements of Earnings

    For the three months ended March 31, 2005 and 2004
    (Amounts in thousands except for unit and per unit amounts)
    (unaudited)
    -------------------------------------------------------------------------------------------------------

                                                                             2005                2004
                                                                        ---------------     ---------------
<S>                                                                      <C>                    <C>
    Rental income                                                       $        1,066      $        1,088
                                                                        ---------------     ---------------

    Costs and expenses:
       Direct container expenses                                                   120                 243
       Bad debt (benefit) expense                                                   (4)                 13
       Depreciation (note 4)                                                       198                 458
       Write-down of containers (note 4)                                           515                  11
       Professional fees                                                            38                  10
       Management fees to affiliates (note 2)                                       74                 104
       General and administrative costs to affiliates (note 2)                      58                  52
       Other general and administrative costs                                       39                  17
       (Gain) loss on sale of containers, net (note 4)                             (70)                  9
                                                                        ---------------     ---------------

                                                                                   968                 917
                                                                        ---------------     ---------------

       Income from operations                                                       98                 171
                                                                        ---------------     ---------------

       Interest income                                                               3                   1
                                                                        ---------------     ---------------

       Net earnings                                                     $          101      $          172
                                                                        ===============     ===============

    Allocation of net earnings (note 2):
       General partners                                                 $            5      $           10
       Limited partners                                                             96                 162
                                                                        ---------------     ---------------

                                                                        $          101      $          172
                                                                        ===============     ===============

    Limited partners' per unit share
       of net earnings                                                  $         0.03      $         0.05
                                                                        ===============     ===============

    Limited partners' per unit share
       of distributions                                                 $         0.13      $         0.28
                                                                        ===============     ===============

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


    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 three months ended March 31, 2005 and 2004
(Amounts in thousands)
(unaudited)
----------------------------------------------------------------------------------------------------------------

                                                                            Partners' Capital
                                                    -------------------------------------------------------------
                                                        General                Limited                 Total
                                                    --------------         --------------         ---------------
<S>                                                <C>                     <C>                    <C>
Balances at January 1, 2004                         $           -          $      15,264          $       15,264

Distributions                                                 (10)                  (987)                   (997)

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

Net earnings                                                   10                    162                     172
                                                    --------------         --------------         ---------------

Balances at March 31, 2004                          $           -          $      14,419          $       14,419
                                                    ==============        ==============         ===============

Balances at January 1, 2005                         $           -          $      11,413          $       11,413

Distributions                                                 (5)                   (479)                   (484)

Net earnings                                                   5                      96                     101
                                                    --------------        --------------         ---------------

Balances at March 31, 2005                          $           -          $      11,030          $       11,030
                                                    ==============         ==============         ===============


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 three months ended March 31, 2005 and 2004
(Amounts in thousands)
(unaudited)
------------------------------------------------------------------------------------------------------------------

                                                                                         2005              2004
                                                                                     -----------       -----------
<S>                                                                                  <C>               <C>
Cash flows from operating activities:
   Net earnings                                                                      $      101        $      172
   Adjustments to reconcile net earnings to
     net cash provided by operating activities:
        Depreciation (note 4)                                                               198               458
        Write-down of containers (note 4)                                                   515                11
        (Decrease) increase in allowance for doubtful accounts                               (6)               13
        (Gain) loss on sale of containers                                                   (70)                9
        Decrease (increase) in assets:
           Accounts receivable                                                                9               120
           Due from affiliates, net                                                        (183)              (51)
           Prepaid expenses                                                                   4                 7
         Increase (decrease) in liabilities:
           Accounts payable and accrued liabilities                                           2               (22)
           Accrued damage protection plan costs                                              (1)                7
           Accrued service provider fees                                                    (11)               (9)
           Deferred damage protection plan revenue                                           (2)               (2)
                                                                                     -----------       -----------

              Net cash provided by operating activities                                     556               713
                                                                                     -----------       -----------

Cash flows from investing activities:
   Proceeds from sale of containers                                                         224               209
                                                                                     -----------       -----------

              Net cash provided by investing activities                                     224               209
                                                                                     -----------       -----------

Cash flows from financing activities:
   Redemptions of limited partnership units                                                   -               (20)
   Distributions to partners                                                               (530)             (983)
                                                                                     -----------       -----------

              Net cash used in financing activities                                        (530)           (1,003)
                                                                                     -----------       -----------

Net increase (decrease) in cash                                                             250               (81)

Cash at beginning of period                                                                 541               423
                                                                                     -----------       -----------

Cash at end of period                                                                $      791        $      342
                                                                                     ===========       ===========


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 three-months ended March 31, 2005 and 2004
(Amounts in thousands)
(unaudited)
------------------------------------------------------------------------------------------------------------------

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following  table  summarizes  the amounts of  distributions  to partners and
proceeds  from sale of  containers  which had not been paid or  received  by the
Partnership  as of March 31,  2005 and 2004,  and  December  31,  2004 and 2003,
resulting in  differences  in amounts  recorded and amounts of cash disbursed or
received by the Partnership, as shown in the Statements of Cash Flows.

                                                               Mar. 31        Dec. 31      Mar. 31        Dec.31
                                                                2005           2004         2004           2003
                                                             ----------     ----------    ----------    ----------
<S>                                                           <C>           <C>           <C>            <C>


Distributions to partners included in:
     Due to affiliates..............................             $ -            $ 3         $  3           $  4
     Deferred quarterly distributions...............               -             43           45             30

Proceeds from sale of containers included in:
     Due from affiliates............................              85             85          114            140

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  three-month
periods ended March 31, 2005 and 2004.

                                                                                            2005           2004
                                                                                            ----           ----

Distributions to partners declared..............................................            $484           $997
Distributions to partners paid..................................................             530            983

Proceeds from sale of containers recorded.......................................             224            183
Proceeds from sale of containers received.......................................             224            209

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 three-month period ended
March 31,  2004 was $1.  There were no such  transfers  during  the  three-month
period ended March 31, 2005.


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 months ended March 31, 2005 and 2004
(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.

     At a  Special  Meeting  of  Limited  Partners,  held on March 21,  2005,  a
     proposal to sell substantially all the Partnership's  assets to RFH Limited
     ("RFH") and terminate and dissolve the Partnership was approved.  The asset
     sale did not  close on March 31,  2005 in  accordance  with the Asset  Sale
     Agreement,  as RFH requested,  and the Partnership granted, an extension to
     April 15, 2005 to close the Asset Sale. See Note 6.

     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 March 31,  2005 and  December  31,  2004 and the
     results of its operations,  changes in partners' capital and cash flows for
     the three-month periods ended March 31, 2005 and 2004, have been made.

     The financial  information  presented  herein should be read in conjunction
     with the audited financial statements and other accompanying notes included
     in the Partnership's  annual audited financial statements as of and for the
     year ended December 31, 2004, in the Annual Report filed on Form 10-K.

     Certain estimates and assumptions were made by the Partnership's management
     that affect the reported  amounts of assets and liabilities and disclosures
     of  contingent  assets  and  liabilities  at  the  date  of  the  financial
     statements  and the  reported  amounts of revenue and  expenses  during the
     reporting period. The Partnership's  management  evaluates its estimates on
     an  on-going  basis,  including  those  related  to  the  container  rental
     equipment, accounts receivable and accruals.

     These  estimates  are based on historical  experience  and on various other
     assumptions that are believed to be reasonable under the circumstances, the
     results of which form the basis for making judgments regarding the carrying
     values of assets and  liabilities.  Actual  results could differ from those
     estimates under different assumptions or conditions.

     The following critical  accounting  policies are used in the preparation of
     its financial statements.

     The Partnership  maintains  allowances for doubtful  accounts for estimated
     losses  resulting  from  the  inability  of its  lessees  to make  required
     payments.  These allowances are based on management's current assessment of
     the financial  condition of the Partnership's  lessees and their ability to
     make their required payments.

     The Partnership depreciates its container rental equipment based on certain
     estimates  related  to the  container's  useful  life  and  salvage  value.
     Additionally, the Partnership writes down the value of its containers if an
     evaluation  indicates  that the  recorded  amounts  of  containers  are not
     recoverable  based on  estimated  future  undiscounted  cash flows and sale
     prices.   These  estimates  are  based  upon  historical  useful  lives  of
     containers and container  sales prices as well as assumptions  about future
     demand for leased containers and estimated sales prices.

     Certain  reclassifications,  not affecting net earnings,  have been made to
     prior year  amounts in order to  conform  to the 2005  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-month periods ended March 31, 2005 and 2004 the
     Partnership incurred $- and $28 of incentive management fees, respectively.
     There were no equipment liquidation fees incurred during these periods.

     The  Partnership's  container  fleet  is  managed  by TEM.  In its  role as
     manager,  TEM has  authority  to acquire,  hold,  manage,  lease,  sell and
     dispose of the containers.  TEM holds,  for the payment of direct operating
     expenses,   a  reserve  of  cash  that  has  been  collected  from  leasing
     operations;  such cash is included in due from affiliates, net at March 31,
     2005 and December 31, 2004.

     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 $74 and $76 for the  three-month  periods  ended March 31, 2005 and
     2004, respectively.

     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-month
     periods ended March 31, 2005 and 2004 were as follows:

                                           2005         2004
                                           ----         ----

              Salaries                      $35          $33
              Other                          23           19
                                             --           --
               Total general and
                administrative costs        $58          $52
                                             ==           ==

     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  interest in the managed  containers to the
     total   container   fleet  managed  by  TFS  during  the  period,   or  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-month  periods
     ended March 31, 2005 and 2004:

                                           2005         2004
                                           ----         ----

              TEM                           $42          $43
              TFS                            16            9
                                             --           --
               Total general and
                administrative costs        $58          $52
                                             ==           ==


     At March 31,  2005 and  December  31,  2004,  due from  affiliates,  net is
     comprised of:

                                                          2005           2004
                                                          ----           ----
              Due from affiliates:
                       Due from TEM................       $368           $191
                                                           ---            ---

              Due to affiliates:
                       Due to TCC..................         27             12
                       Due to TFS..................          8             32
                                                           ---            ---
                                                            35             44
                                                           ---            ---

               Due from affiliates, net                   $333           $147
                                                           ===            ===

     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.
<PAGE>

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 March 31, 2005 and 2004:

                                                    2005             2004
                                                    ----             ----

           On-lease under master leases            3,845            4,028
           On-lease under long-term leases         3,144            3,194
                                                   -----            -----

             Total on-lease containers             6,989            7,222
                                                   =====            =====

     Under  master  lease  agreements,  the lessee is not  committed  to lease a
     minimum number of containers from the Partnership during the lease term and
     may generally  return any portion or all the containers to the  Partnership
     at any time, subject to certain restrictions in the lease agreement.  Under
     long-term  lease  agreements,   containers  are  usually  leased  from  the
     Partnership  for periods of between  three to five  years.  Such leases are
     generally cancelable with a penalty at the end of each twelve-month period.
     Under direct  finance  leases,  the  containers are usually leased from the
     Partnership  for  the  remainder  of the  container's  useful  life  with a
     purchase option at the end of the lease term.

     The remaining  containers are off-lease and are being stored primarily at a
     number of storage depots.

Note 4.  Container Rental Equipment and Container Rental Equipment Held for Sale


     At March 31, 2005, all of the Partnership's  containers had been identified
     as held for sale. At June 30, 2004,  the  Partnership  had written down the
     value of containers  that had carrying values greater than the sales prices
     in the letter of intent from RFH for the sale of the  container  fleet.  At
     March  31,  2005,  the  Partnership  evaluated  the  recoverability  of the
     recorded  amount of the container  fleet,  now identified as held for sale,
     taking into  consideration  (i) the prices in the Asset Sale  Agreement and
     (ii) RFH's rights, under the Asset Sale Agreement, to the estimated results
     of operations  from the container fleet from January 1, 2005 to the date of
     the Asset Sale.  This comparison  resulted in the  Partnership  recording a
     write down of $515. See Note 6 for details on the  completion  of the Asset
     Sale.

     The  Partnership  evaluated the  recoverability  of the recorded  amount of
     container  rental equipment at March 31, 2004 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 at March 31, 2004 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.  These  containers are included in container  rental equipment in the
     balance sheets.

     During the three-month period ended March 31, 2004 the Partnership recorded
     a write-down  expense of $11 on 35  containers  identified as held for sale
     and  requiring  a reserve.  At March 31,  2004 the net book value of the 41
     containers identified as held for sale was $36.

     During the three-month period ended March 31, 2004, the Partnership sold 44
     of  these  previously  written  down  containers  for a  loss  of  $2.  The
     Partnership  also  sold  containers  that  had not  been  written  down and
     recorded a loss of $7 during the three-month period ended March 31, 2004.
<PAGE>
<TABLE>
<CAPTION>

Note 5.  Redemptions

     The following redemptions were consummated by the Partnership during the
     three-month period ended March 31, 2004:

                                                             Units             Average
                                                            Redeemed       Redemption Price      Amount Paid
                                                            --------       ----------------      -----------
<S>                                                         <C>                 <C>                 <C>
        Total Partnership redemptions as of
          December 31, 2003....................              155,434            $6.32               $  983
        Three-month period ended:
          March 31, 2004 ......................                5,625            $3.56                   20
                                                             -------                                 -----
        Total Partnership redemptions as of
          March 31, 2004 ......................              161,059            $6.23               $1,003
                                                             =======                                 =====

     The  Partnership  did not redeem any units  during the  three-month  period
     ended  March  31,  2005.  The  redemption  price  is fixed  by  formula  in
     accordance with the Partnership Agreement.
</TABLE>

Note 6.  Subsequent Events

     On April 14, 2005, RFH requested a short  postponement  of the closing date
     of the Asset Sale due to a lawsuit filed on April 11, 2005, in the Superior
     Court of California against the Partnership,  RFH and other parties related
     to the sale.  (This  lawsuit was described in a report on Form 8-K filed on
     April 15,  2005.) The  Partnership  agreed to postpone the closing date for
     the sale until April 19, 2005.

     The Partnership  completed the sale of  substantially  all of its assets to
     RFH on April 18,  2005.  The total  price paid by RFH on April 18, 2005 was
     $10,444,   which  consisted  of  $10,362  for   substantially  all  of  the
     Partnership's assets and $82 in interest.  The Partnership received $9,922,
     or 95%, of the total price and the  remaining  $522,  or 5%, was paid to an
     escrow  account.  On August 1, 2005,  any  remaining  balance in the escrow
     account  is  scheduled  to be paid to the  Partnership,  unless a claim for
     indemnification  under the Asset Sale  Agreement  is made by RFH,  in which
     case the amount of such claim will remain in the escrow account.

     In April 2005, two lawsuits filed with the United States District Court for
     the Northern District of California against the Partnership,  RFH and other
     parties related to the sale were consolidated.

     In  May  2005,   the   Partnership   declared   $10,324  as  a  liquidating
     distribution.




<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-month  periods ended March
31, 2005 and 2004. 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.

Overview of Partnership's Current Status

As of the  date  this  report  is  being  prepared,  the  Partnership  has  sold
substantially  all of its assets (the "Asset  Sale") and  anticipates  paying to
partners a majority of the  proceeds of this sale in May 2005.  The  Partnership
will then be in the final  stages of  liquidation  and will begin to wind up its
affairs.  The Asset Sale was  completed on April 18, 2005,  which meant that the
Partnership  recorded  revenues  and  expenses  related to its  container  fleet
through that date. However, under the Asset Sale Agreement,  RFH was entitled to
the results of operations  from the container  fleet from January 1, 2005 to the
date of the Asset Sale. See "Write Down of Containers" below.

Sale of Partnership's Assets

In November 2004, the Partnership and five other limited partnerships managed by
the General  Partners and their  affiliates  entered into Asset Sale  Agreements
with RFH ("the Buyer") to sell  substantially  all of their assets. At a Special
Meeting of Limited Partners, held on March 21, 2005, the limited partners of the
Partnership  approved  the Asset  Sale.  On April 18,  2005,  the Asset Sale was
completed.  The Partnership  received $9,922, or 95%, of the total price and the
remaining  $522, or 5%, was paid to an escrow  account.  On August 1, 2005,  any
remaining  balance  in  the  escrow  account  is  scheduled  to be  paid  to the
Partnership,  unless a claim for indemnification  under the Asset Sale Agreement
is made by RFH, in which case the amount of such claim will remain in the escrow
account.

In May  2005,  the  Partnership  plans  to pay the  first of two  planned  final
liquidating  distributions.  This  distribution  will  consist  of the  proceeds
received  from the Asset  Sale plus  cash held by the  Partnership  at March 31,
2005, less the estimated total remaining  expenses of the Partnership.  A second
distribution  is planned  after the funds in the escrow  account  are  released,
which is currently  scheduled to be August 1, 2005. The second distribution will
be  substantially  smaller  than the  first,  since  the first  distribution  is
expected to represent a majority of the proceeds  realized  from the Asset Sale.
This second distribution is expected to be the Partnership's final distribution.
There can be no guarantee about the timing or amount of the final  distribution,
since this  distribution  is still  subject  to  conditions  and future  events,
including  the absence of any claim by the Buyer against the funds in the escrow
account or any other legal restriction that could interfere with payment.

Liquidity and Capital Resources

Historical

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

General

The Partnership has been in its liquidation  phase since July 2001,  which means
that from that time forward,  the  Partnership no longer sought to replenish its
container  fleet by buying new  containers,  and considered  the  possibility of
selling  containers,  either in one or more  groups,  or  individually  when the
containers  came off lease.  During this  phase,  the  Partnership's  policy has
generally  been 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  have consisted of cash from operations and/or cash
from sales proceeds.

In  April  2005,  the  Partnership  sold   substantially  all  its  assets.  The
Partnership plans to distribute its remaining cash during 2005 and terminate its
existence.

Sources of Cash

On April 18, 2005, the Partnership sold its container fleet for cash to RFH. The
Partnership  plans to  distribute a majority of the proceeds from the Asset Sale
in May 2005 and to retain some cash to pay its anticipated  remaining  expenses.
Additional  sources of cash are  expected  to consist  only of (i) the 5% of the
sale  proceeds  currently  being  held  in  an  escrow  account;  (ii)  accounts
receivable not included in the Asset Sale;  and (iii)  interest  earned on these
cash balances.

Uses of Cash

Distributions to partners are the Partnership's  primary use of cash. The amount
of  distributions  paid to partners  has been  dependent on cash  received  from
operations and the sale of containers,  less amounts used to pay  redemptions or
held as working capital.

From time to time, the  Partnership  redeemed 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
were subject to the Managing  General  Partner's good faith  determination  that
payment for the redeemed  units would not (i) cause the  Partnership to be taxed
as a corporation,  (ii) impair the capital or operations of the Partnership,  or
(iii) impair the ability of the Partnership to pay  distributions  in accordance
with its distribution policy.

These activities are discussed in detail below.

Distributions:   During  the  three-month  period  ended  March  31,  2005,  the
Partnership  declared  cash  distributions  to limited  partners  pertaining  to
December 2004 in the amount of $479, which represented $0.13 per unit. On a cash
basis,  as  reflected in the  Statements  of Cash Flows,  after  paying  general
partner   distributions,   all  of  these   distributions  were  from  operating
activities.  On an accrual  basis,  as reflected on the  Statements of Partners'
Capital, $96 of these distributions were from current year earnings and $383 was
a return of capital.

In May 2005, the Partnership  declared the first of two final  liquidating  cash
distributions to limited partners in the amount of $2.85 per unit, or 14% of the
original per unit cost of $20.00.  This distribution  consists of sales proceeds
received by the  Partnership on April 18, 2005,  plus cash balances at March 31,
2005, less the estimated total remaining expenses of the Partnership.

The Partnership plans to pay a second and final liquidating  distribution during
the third quarter of 2005.  Payment of the second  liquidating  distribution  is
currently  expected  to be  contingent  on the  release of funds from the escrow
account, in which 5% of the proceeds from the Asset Sale are currently held. The
funds  are  scheduled  to be  released  on August  1,  2005,  unless a claim for
indemnification  is made by the Buyer under the  agreement  governing  the Asset
Sale,  in which case the amount of the claim  would  continue  to be held in the
escrow account.  Payment of this second  liquidating  distribution could also be
delayed or otherwise affected by legal  restrictions  imposed on the Partnership
as a result of certain  lawsuits filed with respect to the Asset Sale, and which
have been previously described in the Partnership's report on Form 10-K filed on
March 30,  2005 and in the  Partnership's  report on Form 8-K filed on April 15,
2005.  In addition to the funds  released from the escrow  account,  this second
distribution  may include cash received after March 31, 2005 related to accounts
receivable  which  were not sold to RFH and  interest.  The amount of the second
distribution may also be adjusted to reflect the then-anticipated  final amounts
of the Partnership's expenses.


The amount of the second distribution is expected to be substantially lower than
the first distribution,  since the first distribution consists of almost all the
proceeds from the sale of the Partnership's fleet and any cash held on March 31,
2005, less amounts held back for the Partnership's remaining expenses.

Capital  Commitments:  Redemptions:  There  were no units  redeemed  during  the
three-month  period ended March 31, 2005 and the Partnership does not anticipate
redeeming units prior to its termination.

The  Partnership  invests  working  capital  and cash flow from  operations  and
investing  activities  prior to its  distribution to the partners in short-term,
liquid investments.


Results of Operations

As noted above, under the Asset Sale Agreement,  RFH was entitled to the results
of operations  from the container  fleet from January 1, 2005 to the date of the
Asset Sale. As a result, the Partnership determined that certain containers were
impaired  and  recorded a  write-down  expense as  described  below in "Critical
Accounting  Policies and Estimates." These items are discussed below, as well as
direct container and depreciation expenses, gain and loss on sale of containers,
and professional fees and general and administrative costs.

Write Down of Containers

Write-down  expense  increased $504 from the three-month  period ended March 31,
2004  to the  same  period  in  2005.  The  increase  was  primarily  due to the
Partnership  recording  a  write-down  of $515 in  March  2005.  The  write-down
occurred  because,  under the Asset  Sale  Agreement,  RFH was  entitled  to the
results of operations  from the container fleet from January 1, 2005 to the date
of the Asset Sale. See "Critical  Accounting Policies and Estimates" below. This
write-down  did not affect the cash paid by RFH under the Asset Sale  Agreement,
since the Agreement had contemplated that RFH would be entitled to these results
of operations,  and RFH paid the sales price  originally  agreed to in November,
plus interest.

Direct Container Expenses

Direct container  expenses  decreased $123, or 51%, from the three-month  period
ended  March  31,  2004 to the  equivalent  period  in 2005.  The  decrease  was
primarily due to declines in storage,  repositioning,  handling and DPP expenses
of $52, $40, $17 and $13,  respectively.  Storage expense decreased not only due
to the  decrease  in  average  fleet  size,  but  also  due to the  increase  in
utilization  and a slight  decrease in the average  storage cost per  container.
Repositioning  expense  declined due to the decline in the number of  containers
repositioned  between the periods and a decline in the average  reposition  cost
per container.  The decrease in handling expense was primarily due to a decrease
in container  movement.  DPP expense declined primarily due to a lower estimated
repair  cost per DPP unit and a slight  decline in the  number of units  covered
under DPP between the periods.

Depreciation Expense

Depreciation  expense decreased $260, or 57%, from the three-month  period ended
March  31,  2004  to the  comparable  period  in 2005  primarily  due to (i) the
write-down  recorded in June,  2004, which reduced the carrying value of certain
containers and resulted in a lower depreciation expense during the first quarter
of 2005;  (ii) the declines in the average  fleet size between the periods;  and
(iii) the  Partnership  recording  depreciation  expense only through  March 21,
2005, the date the limited  partners  approved the Asset Sale and the containers
were  reclassified  as held for  sale.

Gain (Loss) on Sale of Containers

The  following  details  the  gain  (loss)  on the  sale of  containers  for the
three-month periods ended March 31, 2005 and 2004:

                                                      2005            2004
                                                      ----            ----

        Gain (loss) on sale of containers              $70             $(9)
                                                        ==              ==

The gain in the table above for the first quarter of 2005 is for containers sold
prior to the sale of the entire fleet, which occurred after the end of the first
quarter, on April 18, 2005.

The amount of gain or loss recorded on the sale of containers has fluctuated due
to the specific  conditions of the containers sold, the type of containers sold,
the location where the containers  were sold and their net book value.  The gain
recorded during the three-month period ended March 31, 2005 was primarily due to
the significant  reduction in net book value as a result of previous write-downs
and the container sales prices received during the first quarter of 2005.

Professional Fees and General and Administrative Costs

Professional fees increased $28 from the three-month period ended March 31, 2004
to 2005.  The increase was  primarily  due to the increase in legal fees between
the periods.  Legal fees  increased  primarily due to  additional  fees incurred
related to the proxy statement.

General  and  administrative   costs  to  affiliates   increased  $6,  from  the
three-month period ended March 31, 2004 to 2005, primarily due to an increase in
overhead costs allocated from TFS.

Other  general  and  administrative  costs were $39, an increase of $22 from the
three-month  period ended March 31, 2004 to 2005. The increase was primarily due
to solicitation,  printing and mailing costs associated with the proxy statement
materials mailed in January 2005.

Critical Accounting Policies and Estimates

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

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

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

The General Partners have established a Credit Committee, which actively manages
and monitors the collection of  receivables  on at least a monthly  basis.  This
committee  establishes  credit limits for every lessee and  potential  lessee of
equipment,   monitors   compliance  with  these  limits,   monitors   collection
activities,  follows up on the  collection of outstanding  accounts,  determines
which  accounts  should be  written-off  and estimates  allowances  for doubtful
accounts.  As a result of  actively  managing  these  areas,  the  Partnership's
allowance for bad debt as a percentage of accounts receivable has ranged from 6%
to 14%  and  has  averaged  approximately  10%  over  the  last 5  years.  These
allowances have historically covered all of the Partnership's bad debts.

Container Impairment Estimates:  Write-downs of containers were made when it was
determined  that the recorded value of the containers  exceeded their  estimated
fair value. On March 21, 2005, the limited  partners  approved the Asset Sale at
the Special Meeting of Limited Partners,  and the Partnership's entire container
fleet was  reclassified as held for sale. The Partnership  compared the recorded
amount of containers  identified as for sale to the sales prices detailed in the
Asset Sale Agreement with RFH, less the amount equal to the estimated results of
operations from the container fleet from January 1, 2005 through April 18, 2005.
Once these amounts were compared to the recorded values,  the recorded values of
some of the  containers  were found to be higher.  The  Partnership,  therefore,
recorded an impairment.

Risk Factors and Forward Looking Statements

The  Partnership  sold  substantially  all of its assets in April,  2005 and has
described  above  plans  to pay  final  liquidating  distributions  in 2005  and
terminate. No assurance can be given that these events will occur. The risks and
uncertainties  associated with these events include, but are not limited to, the
following:  the timely  release of the remaining  sales proceeds from the escrow
account;  the absence of any legal  restrictions  that would  interfere with the
payment of the final  liquidating  distributions;  and any other events that may
arise as a result of future developments in certain lawsuits filed regarding the
Asset Sale. The  Partnership  does not undertake any obligation to update any of
its forward-looking statements.

Item 4.  Controls and Procedures.

Based on an evaluation of the Partnership's  disclosure  controls and procedures
(as defined in Rules 13a-15 and 15d-15 of the Securities  Exchange Act of 1934),
the  managing  general  partner's  principal  executive  officer  and  principal
financial officer have found those controls and procedures to be effective as of
the end of the  period  covered by the  report.  There has been no change in the
Partnership's internal control over financial reporting that occurred during the
Partnership's  last fiscal  quarter,  and which has materially  affected,  or is
reasonably likely materially to affect, the Partnership's  internal control over
financial reporting.


Part II

Item 1.  Legal Proceedings

Two lawsuits regarding the Asset Sale and filed against the Partnership, RFH and
other parties related to the sale were previously described in the Partnership's
report on Form 10-K  filed  March  30,  2005.  These  two  lawsuits  (Gordon  v.
Textainer Financial Services, et al., Case No. C 05-01146 CRB, and Lewis, et al.
v. Textainer Financial Services, et al., Case No. C 05-0969 MMC) were both filed
in the United States District Court for the Northern  District of California and
have now been consolidated  into Civil Action No. C 05-00969 MMC,  captioned "In
re Textainer Partnership Securities Litigation."

There have been no material  developments  in the lawsuit  filed in the Superior
Court of California,  San Francisco  County,  Case No.  CGC-05-440303  (Labow v.
Textainer Financial Services,  et al.) and described in the Partnership's report
on Form 8-K filed on April 15, 2005.

Item 6.   Exhibits.

(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.






<PAGE>

<TABLE>
<CAPTION>



                                   SIGNATURES


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


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

                                     By Textainer Financial Services Corporation
                                     The Managing General Partner



                                     By _______________________________
                                        Ernest J. Furtado
                                        Chief Financial Officer


Date:  May 16, 2005

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                May 16, 2005
Ernest J. Furtado                        Vice President and Secretary





________________________                 President                                      May 16, 2005
John A. Maccarone

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                   SIGNATURES


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


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

                                     By Textainer Financial Services Corporation
                                     The Managing General Partner



                                     By /s/Ernest J. Furtado
                                        ____________________________________
                                        Ernest J. Furtado
                                        Chief Financial Officer



Date:  May 16, 2005


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                   May 16, 2005
Ernest J. Furtado                           Vice President and Secretary





/s/John A. Maccarone
_______________________________             President                                         May 16, 2005
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.

May 16, 2005

                                   /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.

May 16, 2005

                             /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 March 31,
2005 , as filed on May 16, 2005 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.





     May 16, 2005




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




A signed  original of this  written  statement  required by Section 906 has been
provided to the  Registrant and will be retained by the Registrant and furnished
to the Securities and Exchange Commission or its staff upon request.




<PAGE>





                                  EXHIBIT 32.2



                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                        AS ADOPTED, REGARDING SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly  Report of Textainer  Equipment Income Fund II,
L.P., (the  "Registrant")  on Form 10-Q for the quarterly period ended March 31,
2005 , as filed on May 16, 2005 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.





     May 16, 2005




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





A signed  original of this  written  statement  required by Section 906 has been
provided to the  Registrant and will be retained by the Registrant and furnished
to the Securities and Exchange Commission or its staff upon request.