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


May 11, 2001


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 "Partnership") the Partnership's Quarterly Report on Form 10-Q for the
First Quarter ended March 31, 2001.

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, 2001


                         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 [ ]



<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, 2001

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



                                                                                                      Page

<S>                                                                                                    <C>
Item 1.   Financial Statements

          Balance Sheets - March 31, 2001 (unaudited)
          and December 31, 2000 (unaudited)...........................................                   3



          Statements of Earnings for the three months
          ended March 31, 2001 and 2000 (unaudited)...................................                   4



          Statements of Partners' Capital for the three months
          ended March 31, 2001 and 2000 (unaudited)...................................                   5



          Statements of Cash Flows for the three months
          ended March 31, 2001 and 2000 (unaudited)...................................                   6



          Notes to Financial Statements (unaudited)...................................                   8



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


</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

Balance Sheets

March 31, 2001 and December 31, 2000
(Amounts in thousands)
(unaudited)
------------------------------------------------------------------------------------------------------------------


                                                                                  2001                   2000
                                                                           ----------------       ----------------
<S>                                                                             <C>                      <C>
Assets
Container rental equipment, net of accumulated
    depreciation of $18,054 (2000:  $18,108) (note 4)                     $         25,175        $        25,980
Cash                                                                                 1,698                  1,652
Net investment in direct finance leases (note 3)                                       107                    123
Accounts receivable, net of allowance for doubtful
     accounts of $137 (2000:  $219)                                                  1,311                  1,514
Due from affiliates, net (note 2)                                                      354                    484
Prepaid expenses                                                                         7                     10
                                                                           ----------------       ----------------


                                                                           $        28,652        $        29,763
                                                                           ================       ================
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                        $           218        $           198
   Accrued liabilities                                                                 174                    205
   Accrued damage protection plan costs                                                145                    151
   Accrued recovery costs                                                               94                     88
   Deferred quarterly distributions                                                     65                     66
   Container purchases payable                                                         221                     88
                                                                           ----------------       ----------------

      Total liabilities                                                                917                    796
                                                                           ----------------       ----------------

Partners' capital:
   General partners                                                                      -                      -
   Limited partners                                                                 27,735                 28,967
                                                                           ----------------       ----------------

      Total partners' capital                                                       27,735                 28,967
                                                                           ----------------       ----------------


                                                                           $        28,652        $        29,763
                                                                           ================       ================


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, 2001 and 2000
    (Amounts in thousands except for unit and per unit amounts)
    (unaudited)
    ---------------------------------------------------------------------------------------------------------

                                                                              2001                 2000
                                                                         ----------------     ---------------
<S>                                                                              <C>                <C>

    Rental income                                                        $         1,708      $        1,968
                                                                         ----------------     ---------------

    Costs and expenses:
       Direct container expenses                                                     487                 342
       Bad debt (benefit) expense                                                    (13)                 21
       Depreciation                                                                  629                 676
       Write-down of containers (note 4)                                              35                  81
       Professional fees                                                               9                  17
       Management fees to affiliates (note 2)                                        177                 202
       General and administrative costs to affiliates (note 2)                        84                  94
       Other general and administrative costs                                         23                  19
        Loss on sale of containers                                                    20                  14
                                                                         ----------------     ---------------

                                                                                   1,451               1,466
                                                                         ----------------     ---------------

       Income from operations                                                        257                 502
                                                                         ----------------     ---------------

    Other  income:
       Interest income                                                                25                  32
                                                                         ----------------     ---------------

                                                                                      25                  32
                                                                         ----------------     ---------------

       Net earnings                                                      $           282      $          534
                                                                         ================     ===============

    Allocation of net earnings (note 2):
       General partners                                                  $            16      $           16
       Limited partners                                                              266                 518
                                                                         ----------------     ---------------

                                                                         $           282      $          534
                                                                         ================     ===============

    Limited partners' per unit share
       of net earnings                                                   $          0.07      $         0.14
                                                                         ================     ===============

    Limited partners' per unit share
       of distributions                                                  $          0.40      $         0.40
                                                                         ================     ===============

    Weighted average number of limited
       partnership units outstanding                                           3,692,962           3,711,328
                                                                         ================     ===============


    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, 2001 and 2000
(Amounts in thousands)
(unaudited)
----------------------------------------------------------------------------------------------------------------

                                                                          Partners' Capital
                                                    ------------------------------------------------------------
                                                       General                Limited                 Total
                                                    -------------         --------------         ---------------
<S>                                                    <C>                      <C>                      <C>
Balances at January 1, 2000                         $          -          $      32,504          $       32,504

Distributions                                                (16)                (1,485)                 (1,501)

Redemptions (note 5)                                           -                     (7)                     (7)

Net earnings                                                  16                    518                     534
                                                    -------------         --------------         ---------------

Balances at March 31, 2000                          $          -          $      31,530          $       31,530
                                                    =============         ==============         ===============

Balances at January 1, 2001                         $          -          $      28,967          $       28,967

Distributions                                                (16)                (1,478)                 (1,494)

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

Net earnings                                                  16                    266                     282
                                                    -------------         --------------         ---------------

Balances at March 31, 2001                          $          -          $      27,735          $       27,735
                                                    =============         ==============         ===============


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, 2001 and 2000
(Amounts in thousands)
(unaudited)
-------------------------------------------------------------------------------------------------------------------

                                                                                         2001              2000
                                                                                      -----------       -----------
<S>                                                                                       <C>               <C>
Cash flows from operating activities:
   Net earnings                                                                       $      282        $      534
   Adjustments to reconcile net earnings to
     net cash provided by operating activities:
        Depreciation                                                                         629               676
        Write-down of containers (note 4)                                                     35                81
        (Decrease) increase in allowance for doubtful accounts                               (82)               18
        Loss on sale of containers                                                            20                14
        (Increase) decrease in assets:
           Net investment in direct finance leases                                            20                72
           Accounts receivable                                                               285               234
           Due from affiliates, net                                                           26                20
           Prepaid expenses                                                                    3                 4
         Increase (decrease) in liabilities:
           Accounts payable and accrued liabilities                                          (11)               (8)
           Accrued damage protection plan costs                                               (6)                1
           Accrued recovery costs                                                              6                 4
           Warranty claims                                                                     -               (54)
                                                                                      -----------       -----------


              Net cash provided by operating activities                                    1,207             1,596
                                                                                      -----------       -----------

Cash flows from investing activities:
   Proceeds from sale of containers                                                          436               548
   Container purchases                                                                       (82)             (368)
                                                                                      -----------       -----------

              Net cash provided by investing activities                                      354               180
                                                                                      -----------       -----------

Cash flows from financing activities:
   Redemptions of limited partnership units                                                  (20)               (7)
   Distributions to partners                                                              (1,495)           (1,501)
                                                                                      -----------       -----------

              Net cash used in financing activities                                       (1,515)           (1,508)
                                                                                      -----------       -----------

Net increase in cash                                                                          46               268

Cash at beginning of period                                                                1,652             2,018
                                                                                      -----------       -----------

Cash at end of period                                                                 $    1,698        $    2,286
                                                                                      ===========       ===========

</TABLE>

See accompanying notes to financial statements


<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, 2001 and 2000
(Amounts in thousands)
(unaudited)
--------------------------------------------------------------------------------

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of container purchases, distributions
to partners,  and proceeds  from sale of  containers  which had not been paid or
received  as of March  31,  2001 and  2000,  and  December  31,  2000 and  1999,
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
three-month periods ended March 31, 2001 and 2000.

                                                               Mar. 31        Dec. 31          Mar. 31        Dec. 31
                                                                2001            2000            2000           1999
                                                             -----------    -----------    -------------    ----------
<S>                                                              <C>            <C>             <C>             <C>
Container purchases included in:
     Due to affiliates..............................               $ 11           $  -           $   (2)       $    -
     Container purchases payable....................                221             88                -           243

Distributions to partners included in:
     Due to affiliates..............................                  6              6                6             6
     Deferred quarterly distributions...............                 65             66               69            69

Proceeds from sale of containers included in:
     Due from affiliates............................                186            279              336           367

The following table summarizes the amounts of container purchases, 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, 2001 and 2000.


                                                                                                   2001          2000
                                                                                                   ----          ----

Container purchases recorded......................................................               $  226        $  123
Container purchases paid..........................................................                   82           368

Distributions to partners declared................................................                1,494         1,501
Distributions to partners paid....................................................                1,495         1,501

Proceeds from sale of containers recorded.........................................                  343           517
Proceeds from sale of containers received.........................................                  436           548


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, 2001 and 2000
(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.

      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, 2001 and   December 31, 2000, and the
      results of its operations, changes in partners' capital and cash flows for
      the three-month periods ended March 31, 2001 and 2000, 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 audited financial  statements as of and for the year
      ended December 31, 2000, 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. Actual   results could differ  from  those
      estimates.

      Certain reclassifications, not  affecting net earnings, have  been made to
      prior year amounts in  order to conform  to  the 2001 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 acquisition fee, 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. The   Partnership capitalized $11 and $6 of
      acquisition fees as part  of container rental   equipment costs during the
      three-month periods ended March 31, 2001 and   2000, respectively. For the
      three-month period ended  March 31, 2001 and 2000 the Partnership incurred
      $62  and  $63 of incentive   management fees,   respectively. No equipment
      liquidation fees were 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
      March 31, 2001 and December 31, 2000.

      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  lease revenues attributable  to full payout net leases.
      These fees totaled $115 and $139 for the three-month   periods ended March
      31,  2001 and  2000, respectively. The  Partnership's  container  fleet is
      leased by TEM  to  third  party  lessees on operating  master leases, spot
      leases, term   leases and   direct   finance leases. The   majority of the
      container fleet is leased under operating master leases with limited terms
      and no purchase option.

      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, 2001 and 2000 were as follows:

                                                                2001       2000
                                                                ----       ----
               Salaries                                          $47        $49
               Other                                              37         45
                                                                ----       ----
                 Total general and
                    administrative costs                         $84        $94
                                                                 ===        ===

      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   containers to the total
      container   fleet of all 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, 2001 and 2000:

                                                                2001       2000
                                                                ----       ----
               TEM                                               $73        $80
               TFS                                                11         14
                                                                ----       ----
                 Total general and
                    administrative costs                         $84        $94
                                                                 ===        ===

      The General Partners may acquire  containers  in their own name   and hold
      title on a temporary basis for the purpose of facilitating the acquisition
      of such containers for the Partnership. The  containers may then be resold
      to the Partnership on an   all-cash basis   at a price equal to the actual
      cost, as defined in the Partnership   Agreement. In addition,  the General
      Partners are entitled to an acquisition fee for any containers   resold to
      the Partnership.


      At   March 31, 2001 and   December 31, 2000,   due from affiliates, net is
      comprised of:

                                                           2001            2000
                                                           ----            ----
      Due from affiliates:
        Due from TEM.............................         $ 395           $ 516
                                                            ---             ---

      Due to affiliates:
        Due to TFS...............................            24              24
        Due to TL................................             1               1
        Due to TCC...............................            16               7
                                                            ---             ---
                                                             41              32
                                                            ---             ---

      Due from affiliates, net                            $ 354           $ 484
                                                            ===             ===

      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
      and fees described above and in the accrual and  remittance  of net rental
      revenues and sales proceeds from TEM.


Note 3.   Direct Finance Leases

      The Partnership has leased  containers  under  direct  finance leases with
      terms ranging from two to five years. The components of the net investment
      in direct finance  leases at March 31, 2001 and  December 31, 2000  are as
      follows:

                                                           2001            2000
                                                           ----            ----

      Future minimum lease payments receivable.......     $ 119           $ 137
      Residual value.................................         2               3
      Less:  unearned income.........................       (14)           (17)
                                                            ---             ---


      Net investment in direct finance leases........     $ 107           $ 123
                                                            ===             ===

      The following is a schedule by year of minimum  lease payments  receivable
      under the direct finance leases as of March 31, 2001:

      Year ending March 31:

      2002...........................................            $ 48
      2003...........................................              37
      2004...........................................              26
      2005...........................................               8
                                                                  ---

      Total minimum lease payments receivable........            $119
                                                                  ===

      Rental income for  the three-month  periods ended  March 31, 2001 and 2000
      includes $1 and $14, respectively, of income from direct finance leases.


Note 4. Container Rental Equipment Write-Down

      New container prices  declined from 1995 through 1999.  Although container
      prices increased in 2000, these prices declined again in the  beginning of
      2001. 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 March 31, 2001 and 2000 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 theses  containers  was required. The Partnership
      wrote down the value of these  containers to their  estimated fair  value,
      which was  based  on  recent sales  prices less cost to  sell. During  the
      three-month  periods  ended  March  31, 2001  and  2000,  the  Partnership
      recorded write-down expenses of $35 and $81, respectively on  111 and  189
      containers identified as for  sale and  requiring a reserve. At  March 31,
      2001 and 2000, the net book value of containers identified as for sale was
      $277 and $366, respectively.

      The Partnership  sold 72 of these previously written down containers for a
      loss of $3 during the three- month   period ended  March 31, 2001 and sold
      187 previously written down containers for a loss of $4  during  the  same
      period  in  2000. 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,
      primarily due to unexpected declines in container sales prices.

      The  Partnership  also sold containers that had not been  written down and
      recorded losses of $17 and $10  during the  three-months  ended  March 31,
      2001 and 2000, respectively.

      If  more  containers are  subsequently identified 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 and cautions that  a
      write-down  of container   rental   equipment and/or   an  increase in its
      depreciation rate may be required in future periods for some or all of its
      container rental equipment.

<PAGE>
<TABLE>
<CAPTION>

Note 5.   Redemptions

      The following  redemptions were consummated  by the Partnership during the
      three-month periods ended March 31, 2001 and 2000:

                                                                Units            Average            Amount
                                                              Redeemed       Redemption Price        Paid
                                                              --------       ----------------       -------
<S>                                                             <C>                <C>                 <C>
        Total Partnership  redemption as of
          December 31, 1999....................                37,672              $10.70            $ 403
        Quarter ended:
              March 31, 2000...................                 1,000                   7            $   7
                                                               ------                                 ----

        Partnership through March 31, 2000.....                38,672              $10.62            $ 410
                                                               ======                                 ====

        Total Partnership redemption as of
          December 31, 2000....................                54,194              $ 9.50            $ 515
        Quarter ended:
              March 31, 2001...................                 2,843              $ 7.09               20
                                                               ------                                 ----

        Partnership through March 31, 2001.....                57,037              $ 9.37            $ 535
                                                               ======                                 ====

      The redemption price is fixed by formula.
</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 as of and for the three-month periods
ended March 31, 2001 and 2000.  Please  refer to the  Financial  Statements  and
Notes thereto in connection with the following discussion.

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.

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  three-month  period ended March 31,
2001, the Partnership redeemed 2,843 units for a total dollar amount of $20. The
Partnership used cash flow from operations to pay for the redeemed units.

The Partnership invests working capital,  cash flow from operations prior to its
distribution  to the partners and sales proceeds from container  sales that have
not been used to purchase  containers in  short-term,  liquid  investments.  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.

Limited partners are currently receiving monthly  distributions in an annualized
amount equal to 8% of their original  investment.  During the three-month period
ended March 31, 2001, the  Partnership  declared cash  distributions  to limited
partners  pertaining to the period from  December 2000 through  February 2001 in
the amount of  $1,478.  On a GAAP  basis,  $1,212 of these  distributions  was a
return of capital and the balance was from net earnings. On a cash basis, $1,171
of these  distributions  was from  current  year  operating  activities  and the
remainder was from cash provided by previous years' operations that had not been
distributed  or used to purchase  containers or redeem units.  Distributions  in
future years may continue to be greater than cash provided by operations and, in
this event,  would be made from any remaining  undistributed  cash from previous
years'  operations and then from proceeds from container  sales.  The portion of
future  distributions  made from proceeds from container sales would be a return
of capital.  Any decision to distribute  proceeds from container sales in future
years  will  be  based  on  the   Partnership's  age  (in  the  context  of  the
Partnership's  finite-life  and eventual  termination),  operations and existing
market  conditions.  Each  quarter,  the General  Partners  are  evaluating  the
decision  whether to continue to reinvest in additional  containers or begin the
liquidation phase.

At March 31, 2001, the Partnership had no commitments to purchase containers.

Net cash provided by operating  activities for  three-month  periods ended March
31, 2001 and 2000, was $1,207 and $1,596, respectively. The decrease of $389, or
24%, was  primarily  attributed  to the decrease in net  earnings,  adjusted for
non-cash  transactions.   Net  earnings,   adjusted  for  non-cash  transactions
decreased  primarily  due to the  decrease in rental  income and the increase in
direct container  expenses.  The reasons for these fluctuations are discussed in
"Results of Operations".

For the three-month  period ended March 31, 2001, net cash provided by investing
activities  (the purchase and sale of containers)  was $354 compared to $180 for
the  comparable  period in 2000. The increase of $174 was due to the decrease in
cash used for container purchases,  partially offset by the decrease in proceeds
from container sales. Cash used for container purchases decreased as a result of
timing differences in the accrual and payment of these purchases even though the
Partnership  purchased more containers in the three-month period ended March 31,
2001  compared to the same period in 2000.  Although the  Partnership  sold more
containers  during  the  three-month  period  ended  March  31,  2001  than  the
comparable  period in 2000,  the decrease in the average sales price resulted in
the decrease in proceeds  from  container  sales.  The sales prices  received on
container sales continued to decrease as a result of current market  conditions,
which have adversely  affected the value of used  containers.  Until  conditions
improve, the Partnership plans to continue to sell some of its containers in low
demand  locations.  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 can reinvest in new containers.

Consistent  with its  investment  objectives  and  subject  to its  distribution
policy,  the  Partnership  intends  to  continue  to  reinvest  both  cash  from
operations  available  for  reinvestment  and some portion of, the proceeds from
container sales in additional  containers.  Cash from  operations  available for
reinvestment is generally equal to cash provided by operating  activities,  less
distributions  and redemptions  paid, which are subject to the General Partners'
authority to set these  amounts (and modify  reserves and working  capital),  as
provided  in the  Partnership  Agreement.  The  amount  of sales  proceeds  will
fluctuate  based on the number of containers  sold and the sales price received.
The Partnership  sells  containers  when (i) a container  reaches the end of its
useful life or (ii) an analysis  indicates  that the sale is warranted  based on
existing market conditions and the container's age, location and condition.

Both cash from  operations  available for  reinvestment  and sales proceeds have
been  adversely  affected by market  conditions.  These market  conditions  have
resulted in a slower than anticipated rate of  reinvestment.  Market  conditions
are  discussed  more fully  under  "Results  of  Operations."  A slower  rate of
reinvestment  will, over time,  affect the size of the  Partnership's  container
fleet. Furthermore, even with reinvestment,  the Partnership is not likely to be
able to replace all the  containers  it sells,  since new  container  prices are
usually higher than the average sales price for a used container.


Results of Operations

The  Partnership's  income from operations,  which consists  primarily of rental
income, container depreciation,  direct container expenses, management fees, and
reimbursement of administrative expenses was directly related to the size of the
container fleet during the three-month periods ended March 31, 2001 and 2000, 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:

                                                      2001        2000
                                                      ----        ----
       Beginning container fleet...............     13,243      14,269
       Ending container fleet..................     12,902      13,849
       Average container fleet.................     13,073      14,059

The average container fleet declined 7% from the three-month  period ended March
31, 2000 to the comparable period ended March 31, 2001 primarily due to sales of
containers. Although sales proceeds were used to purchase additional containers,
fewer  containers  were bought than sold,  as used  container  sales prices were
lower than new container prices.  The Partnership's  primary source of funds for
container  purchases  is these  sales  proceeds.  The rate of decline in average
fleet size will fluctuate due to timing  differences in the purchase and sale of
containers and  fluctuations  in container sale and purchase prices during these
periods.

As noted above,  when containers are sold in the future,  sales proceeds are not
likely to be  sufficient  to replace  all of the  containers  sold and all sales
proceeds  may  not  be  used  for  new  container  purchases,  resulting  in the
continuing  decline in the average  container  fleet.  This trend is expected to
continue.  Other factors related to this trend are discussed above in "Liquidity
and Capital Resources".

Rental income and direct container expenses are also affected by the utilization
of the container fleet,  which was 76% and 80% on average during the three-month
periods ended March 31, 2001 and 2000, respectively.  In addition, rental income
is affected by daily rental rates.

The  following is a comparative  analysis of the results of  operations  for the
three-month periods ended March 31, 2001 and 2000.

The  Partnership's  income from  operations for the  three-month  periods ending
March  31,  2001 and 2000 was $257 and $502  respectively  on  rental  income of
$1,708 and $1,968, respectively.  The decrease in rental income of $260, or 13%,
from the  three-month  period ended March 31, 2000 to the  comparable  period in
2001 was  attributable to decreases in container  rental income and other rental
income.  Income from container  rentals,  the major  component of total revenue,
decreased $237, or 13%, primarily due to decreases in average container fleet of
7% and average on-hire utilization of 5%.

In the fourth quarter of 2000, utilization began to decline and has continued to
decline  through the first  quarter of 2001.  This decline was  primarily due to
lower overall  demand for leased  containers  as a result of the slowing  United
States  economy and the resulting  decline in exports out of Asia.  The price of
new  containers  also declined in 2001,  reflecting,  in part,  lower demand for
containers.

As a result of the lower  demand,  the trade  imbalance  between  Asia and North
America has eased and vessel  capacity  has become  available.  During the first
quarter of 2001, the  Partnership was able to reposition a large amount of newer
containers from low demand locations in North America to higher demand locations
in Asia. As a consequence,  the build-up of containers in North  America,  which
persisted in the past several years, has significantly eased.

Nevertheless,  the Partnership  continues to sell some containers located in low
demand  locations.  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 during 2000 and 2001 were older  containers as
the  expected  economic  benefit  of  continuing  to own  these  containers  was
significantly less than that of newer containers  primarily due to their shorter
remaining marine life, the cost to reposition containers and the shipping lines'
preference for leasing newer containers when demand is low.

Once the decision had been made to sell containers,  the Partnership  wrote down
the value of these  specifically  identified  containers to their estimated fair
value, which was based on recent sales prices. Due to unanticipated  declines in
container sales prices, the actual sales prices received on some containers were
lower than the estimates used for the  write-down,  resulting in the Partnership
incurring  losses  upon  the  sale of some of  these  containers.  Until  market
conditions improve,  the Partnership may incur further write-downs and/or losses
on the  sale of such  containers.  Should  the  decline  in  economic  value  of
continuing to own such containers turn out to be permanent,  the Partnership may
be required to increase its depreciation rate or write-down the value of some or
all of its container rental equipment.

Despite the declines in demand for leased  containers  and new  container  sales
prices discussed above,  the  stabilization of rental rates,  which began during
2000,  has  continued  into the first  quarter  of 2001.  Although  the  General
Partners do not foresee material  changes in existing market  conditions for the
near term, they are cautiously optimistic that lease rates may remain stable and
utilization  may  stabilize  or improve  slightly  as the peak  shipping  season
begins.

However,  the General Partners  caution that demand for leased  containers could
decline  further and result in a decline in lease rates and further  declines in
utilization  and container sale prices,  adversely  affecting the  Partnership's
operating results.

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 three-month  period ended March 31, 2001,
other rental  income was $195, a decrease of $23 from the  equivalent  period in
2000.  Other  rental  income  decreased  due to the  decrease  in fleet size and
additional  decreases in DPP and handling  income of $20 and $15,  respectively,
offset by the increase in location income of $12. DPP income  decreased due to a
decrease  in the  number of  containers  carrying  DPP,  partially  offset by an
increase  in the  average  DPP price  charged  per  container.  Handling  income
decreased  due to decreases in  container  movement and in the average  handling
price charged per container  during the three-month  period ended March 31, 2001
compared to the equivalent  period in 2000.  Location income increased due to an
increase in charges to lessees for dropping off containers in certain locations,
offset by an  increase in credits  granted to lessees for picking up  containers
from certain locations.

Direct  container  expenses  increased $145, or 42% from the three-month  period
ending  March  31,  2000 to the  equivalent  period  in 2001,  primarily  due to
increases in  repositioning,  maintenance  and storage  expenses of $83, $53 and
$33,  respectively.  Repositioning  expense  increased due to an increase in the
number of containers  repositioned and the higher average repositioning cost per
container.  Maintenance  expense  increased due to the increase in the number of
containers requiring maintenance and an increase in the average maintenance cost
per  container.  Storage  expense  increased  due to  the  decrease  in  average
utilization  noted  above  and an  increase  in the  average  storage  cost  per
container.

Bad debt expense  decreased  from an expense of $21 for the  three-month  period
ended  March 31,  2000 to a  benefit  of $13 for the  comparable  period in 2001
primarily due to a smaller required reserve during the three-month  period ended
March 31, 2001 than in the same period in 2000.

Depreciation  expense  decreased $47, or 7%, from the  three-month  period ended
March 31, 2000 to the  comparable  period in 2001 due to the decrease in average
fleet size.

New container prices declined from 1995 through 1999.  Although container prices
increased in 2000,  these prices  declined  again in the beginning of 2001. 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 March  31,  2001 and  2000 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 these
containers  was  required.  The  Partnership  wrote  down  the  value  of  these
containers to their estimated fair value, which was based on recent sales prices
less cost to sell. During the three-month periods ended March 31, 2001 and 2000,
the Partnership recorded write-down expenses of $35 and $81, respectively on 111
and 189 containers  identified as for sale and requiring a reserve. At March 31,
2001 and 2000, the net book value of containers  identified as for sale was $277
and $366, respectively.

The Partnership sold 72 of these  previously  written down containers for a loss
of $3  during  the  three-  month  period  ended  March  31,  2001  and sold 187
previously  written down  containers  for a loss of $4 during the same period in
2000. 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,  primarily  due to  unexpected
declines in container sales prices.

The Partnership also sold containers that had not been written down and recorded
losses of $17 and $10 during the  three-months  ended  March 31,  2001 and 2000,
respectively.

If more  containers are  subsequently  identified 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 and cautions that a write-down of container  rental
equipment and/or an increase in its depreciation  rate may be required in future
periods for some or all of its container rental equipment.

Management fees to affiliates decreased $25, or 12%, from the three-month period
ended  March 31,  2000 to the  comparable  period in 2001,  due to a decrease in
equipment  management fees. The decrease in equipment management fees, which are
based  primarily on gross  revenue,  resulted from the decrease in rental income
and  were  approximately  7%  of  rental  income  for  both  periods.  Incentive
management fees were  comparable at $62 and $63 during the  three-month  periods
ended March 31, 2001 and 2000, respectively.

General and administrative  costs to affiliates  decreased $10, or 11%, from the
three-month  period  ended  March  31,  2000 to the  comparable  period  in 2001
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.

Loss on sale of containers  increased $6 from the three-month period ended March
31,  2000 to the  comparable  period in 2001.  The  increase  in loss on sale of
containers  was primarily due to the  Partnership  selling more  containers  and
incurring  a greater  average  loss on the sale of these  containers  during the
three-month period ended March 31, 2001 than in the same period in 2000.

Net earnings per limited partnership unit decreased from $0.14 to $0.07 from the
three-month  period ended March 31, 2000 to the same period in 2001,  reflecting
the decrease in net earnings  allocated to limited  partners  from $518 to $266,
respectively.  The allocation of net earnings for the three-month  periods ended
March 31, 2001 and 2000 included a special allocation of gross income to General
Partners  of $13 and $11,  respectively,  in  accordance  with  the  Partnership
Agreement.

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.  The General  Partners are not
aware of any conditions as of March 31, 2001,  which would result in such a risk
materializing.

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 debt,  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.

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.


<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 _______________________________
                                 Ernest J. Furtado
                                 Senior Vice President

<TABLE>
<CAPTION>
Date:  May 11, 2001

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>


________________________                 Senior Vice President,                         May 11, 2001
Ernest J. Furtado                        (Principal Financial and
                                         Accounting Officer) and
                                         Secretary




________________________                 President (Principal Executive                 May 11, 2001
John A. Maccarone                        Officer)


</TABLE>

                                   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
                                    Senior Vice President
<TABLE>
<CAPTION>


Date:  May 11, 2001


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
____________________________             Senior Vice President,                         May 11, 2001
Ernest J. Furtado                        (Principal Financial and
                                         Accounting Officer) and
                                         Secretary



/s/John A. Maccarone
____________________________             President (Principal Executive                 May 11, 2001
John A. Maccarone                        Officer)


</TABLE>