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


May 13, 2003


Securities and Exchange Commission
Washington, DC  20549

Ladies and Gentlemen:

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  we are
submitting  herewith for filing on behalf of Textainer Equipment Income Fund II,
L.P. (the "Partnership") the Partnership's Quarterly Report on Form 10-Q for the
First Quarter ended March 31, 2003.

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

Sincerely,

Nadine Forsman
Controller

<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549



                                    FORM 10-Q



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


                  For the quarterly period ended March 31, 2003


                         Commission file number 0-19145


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


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

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

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


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

                                 Yes [X] No [ ]


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                                 Yes [ ] No [X]

<PAGE>
<TABLE>
<CAPTION>

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

Quarterly Report on Form 10-Q for the
Quarter Ended March 31, 2003

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



                                                                                                             Page

<S>                                                                                                           <C>
Item 1.   Financial Statements (unaudited)

          Balance Sheets - March 31, 2003
          and December 31, 2002.............................................................................    3


          Statements of Operations for the three months
          ended March 31, 2003 and 2002.....................................................................    4


          Statements of Partners' Capital for the three months
          ended March 31, 2003 and 2002.....................................................................    5


          Statements of Cash Flows for the three months
          ended March 31, 2003 and 2002.....................................................................    6


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


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


Item 3.   Quantitative and Qualitative Disclosures about Market Risk........................................   21


Item 4.   Controls and Procedures...........................................................................   21

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

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

Balance Sheets

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


                                                                                 2003                   2002
                                                                           ----------------       ----------------
<S>                                                                       <C>                    <C>
Assets
Container rental equipment, net of accumulated
    depreciation of $14,541 (2002:  $14,572) (note 4)                     $         16,404       $         17,105
Cash                                                                                   345                    373
Accounts receivable, net of allowance for doubtful
    accounts of $56 (2002:  $81)                                                     1,152                  1,198
Due from affiliates, net (note 2)                                                      122                     55
Prepaid expenses                                                                         7                     15
                                                                           ----------------       ----------------


                                                                          $         18,030       $         18,746
                                                                           ================       ================
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                       $            100       $             74
   Accrued liabilities                                                                 163                    193
   Accrued damage protection plan costs                                                128                    126
   Accrued recovery costs                                                               11                      8
   Deferred quarterly distributions                                                     35                     47
   Deferred damage protection plan revenue                                              83                     83
                                                                           ----------------       ----------------

      Total liabilities                                                                520                    531
                                                                           ----------------       ----------------

Partners' capital:
   General partners                                                                      -                      -
   Limited partners                                                                 17,510                 18,215
                                                                           ----------------       ----------------

      Total partners' capital                                                       17,510                 18,215
                                                                           ----------------       ----------------


                                                                          $         18,030       $         18,746
                                                                           ================       ================
</TABLE>

See accompanying notes to financial statements


<PAGE>
<TABLE>
<CAPTION>

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

    Statements of Operations

    For the three months ended March 31, 2003 and 2002
    (Amounts in thousands except for unit and per unit amounts)
    (unaudited)
    -------------------------------------------------------------------------------------------------------

                                                                              2003                2002
                                                                        ---------------     ---------------
<S>                                                                   <C>                 <C>
    Rental income                                                      $         1,202     $         1,136
                                                                        ---------------     ---------------

    Costs and expenses:
       Direct container expenses                                                   227                 329
       Bad debt (benefit) expense                                                  (14)                 20
       Depreciation (note 4)                                                       486                 520
       Write-down of containers (note 4)                                            19                 149
       Professional fees                                                             4                  10
       Management fees to affiliates (note 2)                                      112                 103
       General and administrative costs to affiliates (note 2)                      60                  66
       Other general and administrative costs                                       18                  41
       Loss on sale of containers, net (note 4)                                      7                  36
                                                                        ---------------     ---------------

                                                                                   919               1,274
                                                                        ---------------     ---------------

       Income (loss) from operations                                               283                (138)
                                                                        ---------------     ---------------

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

       Net earnings (loss)                                             $           284     $          (137)
                                                                        ===============     ===============

    Allocation of net earnings (loss) (note 2):
       General partners                                                $            10     $             9
       Limited partners                                                            274                (146)
                                                                        ---------------     ---------------

                                                                       $           284     $          (137)
                                                                        ===============     ===============

    Limited partners' per unit share
       of net earnings (loss)                                          $          0.08     $         (0.04)
                                                                        ===============     ===============

    Limited partners' per unit share
       of distributions                                                $          0.26     $          0.25
                                                                        ===============     ===============

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


    See accompanying notes to financial statements

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

Statements of Partners' Capital

For the three months ended March 31, 2003 and 2002
(Amounts in thousands)
(unaudited)
----------------------------------------------------------------------------------------------------------------

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

Distributions                                                 (9)                  (917)                   (926)

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

Net earnings (loss)                                            9                   (146)                   (137)
                                                    -------------         --------------         ---------------

Balances at March 31, 2002                         $           -         $       20,855         $        20,855
                                                    =============         ==============         ===============

Balances at January 1, 2003                        $           -         $       18,215         $        18,215

Distributions                                                (10)                  (933)                   (943)

Redemptions (note 5)                                           -                    (46)                    (46)

Net earnings                                                  10                    274                     284
                                                    -------------         --------------         ---------------

Balances at March 31, 2003                         $           -         $       17,510         $        17,510
                                                    =============         ==============         ===============


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

                                                                                         2003              2002
                                                                                     -----------       -----------
<S>                                                                              <C>                     <C>
Cash flows from operating activities:
   Net earnings (loss)                                                              $       284       $      (137)
   Adjustments to reconcile net earnings (loss) to
     net cash provided by operating activities:
        Depreciation (note 4)                                                               486               520
        Write-down of containers (note 4)                                                    19               149
        (Decrease) increase in allowance for doubtful accounts                              (25)               15
        Loss on sale of containers                                                            7                36
        Decrease (increase) in assets:
           Accounts receivable                                                               71               168
           Due from affiliates, net                                                         (89)               49
           Prepaid expenses                                                                   8                 3
        Increase (decrease) in liabilities:
           Accounts payable and accrued liabilities                                          (4)               16
           Accrued damage protection plan costs                                               2                (2)
           Accrued recovery costs                                                             3               (84)
           Deferred damage protection plan revenue                                            -                (6)
                                                                                     -----------       -----------

              Net cash provided by operating activities                                     762               727
                                                                                     -----------       -----------

Cash flows from investing activities:
   Proceeds from sale of containers                                                         213               455
                                                                                     -----------       -----------

              Net cash provided by investing activities                                     213               455
                                                                                     -----------       -----------

Cash flows from financing activities:
   Redemptions of limited partnership units                                                 (46)             (126)
   Distributions to partners                                                               (957)             (961)
                                                                                     -----------       -----------

              Net cash used in financing activities                                      (1,003)           (1,087)
                                                                                     -----------       -----------

Net (decrease) increase in cash                                                             (28)               95

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

Cash at end of period                                                               $       345       $       361
                                                                                     ===========       ===========


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

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following  table  summarizes  the amounts of  distributions  to partners and
proceeds from sale of containers which had not been paid or received as of March
31, 2003 and 2002,  and December 31, 2002 and 2001,  resulting in differences in
amounts  recorded and amounts of cash disbursed or received by the  Partnership,
as shown in the Statements of Cash Flows for the three-month periods ended March
31, 2003 and 2002.

                                                               Mar. 31       Dec. 31        Mar. 31      Dec. 31
                                                                2003           2002          2002          2001
                                                             ----------     ----------    ----------    ----------
<S>                                                            <C>           <C>            <C>          <C>

Distributions to partners included in:
     Due to affiliates..............................            $  2          $  4           $  2         $  2
     Deferred quarterly distributions...............              35            47             26           61

Proceeds from sale of containers included in:
     Due from affiliates............................             120           144            210          244

The following  table  summarizes  the amounts of  distributions  to partners and
proceeds from sale of  containers  recorded by the  Partnership  and the amounts
paid or received as shown in the  Statements  of Cash Flows for the  three-month
periods ended March 31, 2003 and 2002.


                                                                                             2003         2002
                                                                                             ----         ----

Distributions to partners declared...................................                        $943         $926
Distributions to partners paid.......................................                         957          961

Proceeds from sale of containers recorded............................                         189          421
Proceeds from sale of containers received............................                         213          455

The  Partnership  has  entered  into direct  finance  leases,  resulting  in the
transfer of containers  from  container  rental  equipment to net  investment in
direct finance leases.  The carrying value of containers  transferred during the
three-month  period  ended March 31, 2002 was $1.  There were no such  transfers
during the three-month period ended March 31, 2003.

</TABLE>

See accompanying notes to financial statements


<PAGE>

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

Notes To Financial Statements

For the three months ended March 31, 2003 and 2002
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
--------------------------------------------------------------------------------

Note 1.  General

     Textainer  Equipment Income Fund II, L.P. (the  Partnership),  a California
     limited  partnership  with a maximum life of 20 years,  was formed in 1989.
     The Partnership owns a fleet of intermodal marine cargo  containers,  which
     are leased to international shipping lines.

     In July 2001, the Partnership  began its liquidation  phase. This phase may
     last up to six or more years  depending on whether the  containers are sold
     (i) in one or more large  transactions  or (ii)  gradually,  either as they
     reach the end of their marine  useful  lives or when an analysis  indicates
     that their sale is warranted  based on existing  market  conditions and the
     container's age, location and condition.  The Partnership  anticipates that
     all excess cash, after  redemptions and working capital  reserves,  will be
     distributed to the limited and general partners on a monthly basis.

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

     The 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,  2003 and  December  31,  2002 and the
     results of its operations,  changes in partners' capital and cash flows for
     the three-month periods ended March 31, 2003 and 2002, 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, 2002, in the Annual Report filed on Form 10-K.

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

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

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

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

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

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

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


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, 2003 and 2002 the
     Partnership   incurred   $28  and  $24  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  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, 2003 and December 31, 2002.

     Subject to certain reductions,  TEM receives a monthly equipment management
     fee equal to 7% of gross lease revenues  attributable  to operating  leases
     and 2% of gross revenues attributable to full payout net leases. These fees
     totaled $84 and $79 for the  three-month  periods  ended March 31, 2003 and
     2002, 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, 2003 and 2002 were as follows:

                                                  2003         2002
                                                  ----         ----

                Salaries                           $32          $36
                Other                               28           30
                                                    --           --
                 Total general and
                  administrative costs             $60          $66
                                                    ==           ==

     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 either
     based on the ratio of the  Partnership's  investors  to the total number of
     investors of all limited  partnerships  managed by TFS or equally among all
     the limited partnerships managed by TFS. The General Partners allocated the
     following general and  administrative  costs to the Partnership  during the
     three-month periods ended March 31, 2003 and 2002:
<PAGE>

                                                  2003         2002
                                                  ----         ----

                TEM                                $52          $56
                TFS                                  8           10
                                                    --           --
                 Total general and
                  administrative costs             $60          $66
                                                    ==           ==



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

                                                              2003      2002
                                                              ----      ----
             Due from affiliates:
                      Due from TEM..................          $161       $92
                                                               ---        --

             Due to affiliates:
                      Due to TL.....................             -         1
                      Due to TFS....................            27        10
                      Due to TCC....................            12        26
                                                               ---        --
                                                                39        37
                                                               ---        --

              Due from affiliates, net                        $122       $55
                                                               ===        ==

     These amounts  receivable  from and payable to affiliates  were incurred in
     the ordinary course of business  between the Partnership and its affiliates
     and represent timing differences in the accrual and remittance of expenses,
     fees and distributions described above and in the accrual and remittance of
     net rental revenues and container sales proceeds from TEM.

Note 3.  Lease Rental Income

     Leasing income arises principally from the renting of containers to various
     international  shipping lines. Revenue is recorded when earned according to
     the terms of the container rental contracts.  These contracts are typically
     for  terms of five  years or less.  The  following  is the lease mix of the
     on-lease containers (in units) at March 31, 2003 and 2002:

                                                          2003        2002
                                                          ----        ----

               On-lease under master leases              4,643       4,168
               On-lease under long-term leases           3,060       2,592
                                                         -----       -----

                  Total on-lease containers              7,703       6,760
                                                         =====       =====

     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
     large  number  of  storage  depots.   At  March  31,  2003  and  2002,  the
     Partnership's off-lease containers were located in the following locations:


                                                   2003           2002
                                                   ----           ----

          Americas                                  862          1,137
          Europe                                    251            374
          Asia                                      342          2,166
          Other                                      38             51
                                                  -----          -----

             Total off-lease containers           1,493          3,728
                                                  =====          =====

     At  March  31,  2003  approximately  10%  of  the  Partnership's  off-lease
     containers had been specifically  identified as for sale and are carried at
     lower of cost or estimated disposal proceeds.
<PAGE>

Note 4.  Container Rental Equipment

     Effective July 1, 2002, the Partnership  revised its estimate for container
     salvage  value from a percentage of equipment  cost to an estimated  dollar
     residual value. The effect of this change for the three-month  period ended
     March  31,  2003  was an  increase  to  depreciation  expense  of $97.  The
     Partnership  will  evaluate the  estimated  residual  values and  remaining
     estimated  useful lives on an on-going  basis and will revise its estimates
     as  needed.  As a result,  depreciation  expense  may  fluctuate  in future
     periods based on fluctuations in these estimates.

     The  Partnership  stopped  purchasing  containers in 2001,  but its leasing
     activities  are  affected by  fluctuations  in new  container  prices.  New
     container prices steadily declined from 1995 through 1999 and have remained
     low through the beginning of 2003. As a result,  the cost of new containers
     purchased during 1995 through 2001 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, 2003 and 2002 for  containers  to be held for  continued  use and
     determined  that a reduction to the carrying value of these  containers was
     not required.  The  Partnership  also evaluated the  recoverability  of the
     recorded amount of containers identified for sale in the ordinary course of
     business and  determined  that a reduction to the carrying value of some of
     these  containers  was required.  The  Partnership  wrote down the value of
     these containers to their estimated net realizable  value,  which was based
     on recent sales prices less cost to sell.  During the  three-month  periods
     ended March 31, 2003 and 2002, the Partnership recorded write-down expenses
     of $19 and $149,  respectively,  on 36 and 279 containers identified as for
     sale and  requiring  a reserve.  At March 31,  2003 and 2002,  the net book
     value  of the 145 and 492  containers  identified  as for sale was $103 and
     $383, respectively.

     The  Partnership  sold 35  previously  written  down  containers  for their
     written down value during the  three-month  period ended March 31, 2003 and
     sold 203  previously  written down  containers for a loss of $17 during the
     same period in 2002. The  Partnership  incurred  losses on the sale of some
     containers  previously  written down as the actual sales prices received on
     these containers were lower than the estimates used for the write-downs.

     The  Partnership  also sold  containers  that had not been written down and
     recorded  losses of $7 and $19 during the  three-month  periods ended March
     31, 2003 and 2002, respectively.

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

Note 5.  Redemptions

     The following  redemptions were  consummated by the Partnership  during the
     three-month periods ended March 31, 2003 and 2002:

                                                                Units             Average
                                                               Redeemed       Redemption Price        Amount Paid
                                                               --------       ----------------        -----------
<S>                                                            <C>              <C>                       <C>
        Total Partnership redemptions as of
          December 31, 2001................                     71,715              $8.66                 $621
        Three-month period ended:
          March 31, 2002...................                     23,872              $5.28                  126
                                                                ------                                     ---
        Total Partnership redemptions as of
          March 31, 2002...................                     95,587              $7.81                 $747
                                                                ======                                     ===


        Total Partnership redemptions as of
          December 31, 2002................                    129,570              $6.82                 $883
        Three-month period ended:
          March 31, 2003...................                     11,962              $3.85                   46
                                                               -------                                     ---
        Total Partnership redemptions as of
          March 31, 2003...................                    141,532              $6.56                 $929
                                                               =======                                     ===

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


<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

(Amounts in thousands except for unit and per unit amounts)
--------------------------------------------------------------------------------

The Financial Statements contain information which will assist in evaluating the
financial  condition of the Partnership for the three-month  periods ended March
31, 2003 and 2002. Please refer to the Financial Statements and Notes thereto in
connection with the following discussion.

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

Liquidity and Capital Resources

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

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

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

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

During the  three-month  period ended March 31, 2003, the  Partnership  declared
cash  distributions to limited  partners  pertaining to the period from December
2002 through  February 2003 in the amount of $933, which  represented  $0.26 per
unit.  On a cash basis,  as reflected  on the  Statements  of Cash Flows,  after
paying   redemptions   and  general   partner   distributions,   $706  of  total
distributions was from operations,  and the balance was a return of capital.  On
an accrual  basis,  as reflected on the Statements of Partners'  Capital,  after
paying redemptions,  $228 of these distributions were from current year earnings
and $705 was a return of capital.

From time to time,  the  Partnership  redeems units from limited  partners for a
specified  redemption  value,  which  is  set  by  formula.  Up  to  2%  of  the
Partnership's outstanding units may be redeemed each year, although the 2% limit
may be exceeded at the Managing General  Partner's  discretion.  All redemptions
are subject to the Managing  General  Partner's  good faith  determination  that
payment for the redeemed units will not (i) cause the Partnership to be taxed as
a  corporation,  (ii) impair the capital or  operations of the  Partnership,  or
(iii) impair the ability of the Partnership to pay  distributions  in accordance
with its  distribution  policy.  During the  three-month  period ended March 31,
2003, the  Partnership  redeemed  11,962 units for a total dollar amount of $46.
The Partnership used cash flow from operations to pay for the redeemed units.

Net cash  provided by operating  activities  for the  three-month  periods ended
March 31, 2003 and 2002, was $762 and $727,  respectively.  The increase of $35,
or 5%, was  primarily  attributed  to the  fluctuation  in net earnings  (loss),
adjusted for non-cash  transactions,  and the  fluctuations in accrued  recovery
costs.  The increase was  partially  offset by  fluctuations  in gross  accounts
receivable  and due from  affiliates,  net.  Net earnings  (loss),  adjusted for
non-cash  transactions,  fluctuated  primarily  due to the  decrease  in  direct
container expenses and increase in rental income,  which is discussed more fully
in "Results of Operations." The decrease in accrued recovery costs of $84 during
the  three-month  period ended March 31, 2002 was primarily due to an adjustment
made to eliminate the reserve for certain  containers that were determined to be
unrecoverable.  The  decrease  of $71 in gross  accounts  receivable  during the
three-month  period ended March 31, 2003 was  primarily due to a decrease in the
average collection period of accounts receivable.  The decrease of $168 in gross
accounts  receivable during the comparable period in 2002 was primarily due to a
decrease in rental  income,  offset by an  increase  in the  average  collection
period of accounts  receivable.  The  fluctuations in due from  affiliates,  net
resulted  from  timing  differences  in  the  payment  of  expenses,  fees,  and
distributions  and the  remittance of net rental  revenues and  container  sales
proceeds, as well as in fluctuations in these amounts.

For the  three-month  periods ended March 31, 2003 and 2002 net cash provided by
investing  activities (the sale of containers) was $213 and $455,  respectively.
The  decrease  of $242 was  primarily  due to the  decrease  in the  number  for
containers sold and a slight decrease in the average container sales price. Some
containers  sold were  located in low  demand  locations,  and these  sales were
driven  by  the  liquidation  plans  discussed  above,  and  by  adverse  market
conditions in these locations.  Until demand for containers  improves in certain
low demand  locations,  the  Partnership  plans to continue  selling some of its
containers  that are  off-lease in these  locations  rather than  incurring  the
expense of  repositioning  them.  The sales price  received on  container  sales
continued  to  decrease  as a result of current  market  conditions,  which have
adversely  affected the value of used containers.  The sale of containers in low
demand  locations,  the  decline in value for used  containers,  and the related
market conditions are discussed more fully under "Results of Operations".

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

Results of Operations

The  Partnership's  income from operations,  which consists  primarily of rental
income  less  costs  and  expenses  (including  container  depreciation,  direct
container   expenses,   management  fees  and  reimbursement  of  administrative
expenses)  was directly  related to the size of the  container  fleet during the
three-month  periods  ended  March 31, 2003 and 2002,  as well as certain  other
factors as discussed  below.  The following is a summary of the container  fleet
(in units) available for lease during those periods:

                                                        2003         2002
                                                        ----         ----

          Beginning container fleet...............     9,425       10,990
          Ending container fleet..................     9,196       10,488
          Average container fleet.................     9,311       10,739

The average  container  fleet  decreased 13% from the  three-month  period ended
March 31, 2002 to the  comparable  period in 2003,  primarily  due to continuing
sales of  containers  (i) that had reached the end of their useful lives or (ii)
that an analysis had indicated their sale was otherwise  warranted.  Included in
this  second  group  were  containers  located  in  low  demand  locations.  The
Partnership expects that the size of its container fleet will further decline as
additional  containers  are  sold  for  these  reasons  and as  the  Partnership
continues  its  liquidation  plans.  The  Partnership  expects  rental income to
decline as the container  fleet  declines.  While the decline in container fleet
resulted  in lower  rental  income,  this  decrease  was more than offset by the
improvement in utilization,  resulting in the increase in rental income from the
three-month  period ended March 31, 2002 to the same period in 2003.  An overall
decline in rental income is expected to continue in future years, as the size of
the Partnership's container fleet continues to decrease.

Rental  income and direct  container  expenses are also  affected by the average
utilization  of  the  container  fleet,  which  was  83%,  and  63%  during  the
three-month periods ended March 31, 2003 and 2002,  respectively.  The remaining
container fleet is off-lease and is being stored  primarily at a large number of
storage  depots.  At March  31,  2003  and  2002,  utilization  was 84% and 64%,
respectively, and the Partnership's off-lease containers (in units) were located
in the following locations:

                                                2003             2002
                                                ----             ----

                Americas                         862            1,137
                Europe                           251              374
                Asia                             342            2,166
                Other                             38               51
                                               -----            -----

                Total off-lease containers     1,493            3,728
                                               =====            =====

At March 31, 2003  approximately 10% of the Partnership's  off-lease  containers
had been specifically identified as for sale.

In addition to utilization, rental income is affected by daily rental rates. The
average daily rental rate decreased 10% between the periods. The decrease in the
average  rental  rate was due to  declines  in both  master  and long term lease
rates,  which  are the two  principal  types  of  leases  for the  Partnership's
containers.  The majority of the Partnership's  rental income was generated from
leasing of the Partnership's  containers under master operating  leases,  but an
increasing  percentage of the Partnership's  containers have been on lease under
long term leases. At March 31, 2003 and 2002, 40% and 38%, respectively,  of the
Partnership's  on-lease  containers were on lease under long-term  leases.  Long
term leases  generally  have lower rental rates than master  leases  because the
lessees have  contracted  to lease the  containers  for several years and cannot
return  the  containers  prior  to  the  termination  date  without  a  penalty.
Fluctuations  in rental rates under either type of lease  generally  will affect
the Partnership's operating results.

The  following is a comparative  analysis of the results of  operations  for the
three-month periods ended March 31, 2003 and 2002.

The  Partnership's  income (loss) from  operations for the  three-month  periods
ended  March  31,  2003 and 2002 was $283 and  ($138),  respectively,  on rental
income of $1,202 and $1,136, respectively. The increase in rental income of $66,
or 6%, from the three-month period ended March 31, 2002 to the comparable period
in 2003 was  attributable  to the  increase  in income from  container  rentals,
offset by the decrease in other rental income,  which is discussed below. Income
from container rentals, the major component of total revenue,  increased $73, or
7%,  primarily  due to the  increase in on-hire  utilization  of 32%,  offset by
decreases in the average  container fleet of 13% and average rental rates of 10%
between the periods.

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

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

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

Despite  the  improvement  in  utilization  since early  2002,  the  Partnership
continues to sell (rather than reposition) some older containers  located in low
demand locations.  For the number of off-lease  containers  located in the lower
demand  locations in the Americas and Europe,  see chart above.  The decision to
sell containers is based on the current expectation that the economic benefit of
selling  these  containers  is greater than the  estimated  economic  benefit of
continuing  to own these  containers.  The majority of the  containers  sold are
older containers. The expected economic benefit of continuing to own these older
containers is significantly  less than that of newer containers.  This is due to
their  shorter  remaining  marine life,  the cost to  reposition  them,  and the
shipping lines' preference for leasing newer containers when they have a choice.

Once the decision was made to sell  containers,  the Partnership  wrote down the
value of these  specifically  identified  containers when the carrying value was
greater than the container's  estimated net realizable value, which was based on
recent  sales  prices  less  cost of  sales.  The  sale of these  containers  is
discussed in more detail below.

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, 2003,
other  rental  income was $131, a decrease of $7 from the  equivalent  period in
2002.  Other rental  income  decreased  primarily due to the decline in location
income of $5. Location income decreased primarily due to the decrease in charges
to lessees for dropping off containers in certain locations, partially offset by
the increase in charges to one lessee who required containers to be delivered to
specific locations.

Direct container  expenses  decreased $102, or 31%, from the three-month  period
ended  March  31,  2002 to the  equivalent  period  in 2003.  The  decrease  was
primarily due to the decrease in storage expense of $135,  offset by an increase
in repositioning  expense of $46. Storage expense decreased primarily due to the
increase in  utilization  noted above and  decrease in average  storage cost per
container.  Repositioning  expense  increased  due to an increase in the average
repositioning  costs due to (i)  expensive  repositioning  moves  related to one
lessee who required containers to be delivered to certain locations as discussed
<PAGE>

above and (ii) longer, more expensive average repositioning moves. This increase
was  partially  offset by the decline in the number of  containers  repositioned
between the periods.

Bad debt (benefit) expense was ($14), and $20 for the three-month  periods ended
March 31, 2003 and 2002, respectively.  Fluctuations in bad debt expense/benefit
reflect  the  required  adjustment  to the bad  debt  reserve  and are  based on
management's then current  estimates of the portion of accounts  receivable that
may not be  collected,  and  which  will  not be  covered  by  insurance.  These
estimates  are  based  primarily  on  management's  current  assessment  of  the
financial condition of the Partnership's lessees and their ability to make their
required  payments.  The benefit  recorded during the  three-month  period ended
March 31, 2003 reflects a lower reserve  requirement from December 31, 2002. The
expense recorded during the comparable  period in 2002 reflects a higher reserve
requirement from December 31, 2001.

Depreciation  expense  decreased $34, or 7%, from the  three-month  period ended
March 31, 2002 to the comparable  period in 2003,  primarily due to the decrease
in average  fleet size  noted  above,  partially  offset by an  increase  in the
depreciation  rate as a  result  of  changes  in  estimated  salvage  values  as
discussed below.

Effective  July 1, 2002,  the  Partnership  revised its estimate  for  container
salvage  value  from a  percentage  of  equipment  cost to an  estimated  dollar
residual value. The effect of this change for the three-month period ended March
31, 2003 was an increase to depreciation  expense of $97. The  Partnership  will
evaluate the estimated  residual values and remaining  estimated useful lives on
an  on-going  basis  and will  revise  its  estimates  as  needed.  As a result,
depreciation  expense may fluctuate in future periods based on  fluctuations  in
these estimates.

The  Partnership  stopped  purchasing   containers  in  2001,  but  its  leasing
activities are affected by fluctuations in new container  prices.  New container
prices  steadily  declined  from 1995 through 1999 and have remained low through
the beginning of 2003. As a result, the cost of new containers  purchased during
1995 through  2001 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, 2003 and 2002 for
containers to be held for continued use and  determined  that a reduction to the
carrying  value of these  containers  was not  required.  The  Partnership  also
evaluated the recoverability of the recorded amount of containers identified for
sale in the ordinary  course of business and determined  that a reduction to the
carrying value of some of these containers was required.  The Partnership  wrote
down the value of these  containers  to their  estimated net  realizable  value,
which was based on recent sales prices less cost to sell. The containers written
down included  those located in low demand  locations and identified for sale as
discussed above.  During the three-month  periods ended March 31, 2003 and 2002,
the Partnership recorded write-down expenses of $19 and $149,  respectively,  on
36 and 279 containers  identified as for sale and requiring a reserve.  At March
31, 2003 and 2002, the net book value of the 145 and 492  containers  identified
as for sale was $103 and $383, respectively.

The   Partnership   sold  35  previously   written  down  containers  for  their
written-down  value during the three-month  period ended March 31, 2003 and sold
203 previously  written down containers for a loss of $17 during the same period
in  2002.  The  Partnership  incurred  losses  on the  sale of  some  containers
previously  written down as the actual sales prices received on these containers
were lower than the estimates used for the write-downs.

The Partnership also sold containers that had not been written down and recorded
losses of $7 and $19 during the  three-month  periods  ended  March 31, 2003 and
2002, respectively.

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

Management fees to affiliates  increased $9, or 9%, from the three-month  period
ended  March  31,  2002 to the  equivalent  period  in 2003.  The  increase  was
primarily  due to increases in both  equipment and  incentive  management  fees.
Equipment management fees, which are based primarily on gross revenue, increased
as a result of the increase in rental income and were approximately 7% of rental
income for both  three-month  periods  ended March 31, 2003 and 2002.  Incentive
management  fees,  which  are based on the  Partnership's  limited  and  general
partner  distributions  made from cash from  operations  and  partners'  capital
increased primarily due to the increase in the amount of distributions paid from
cash from operations between the two periods.

General and  administrative  costs to  affiliates  decreased $6, or 9%, from the
three-month  period  ended March 31, 2002 to the same period in 2003,  primarily
due to the  decrease  in overhead  costs  allocated  by TEM, as the  Partnership
represented a smaller portion of the total fleet managed by TEM.

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

Other general and administrative costs decreased $23 from the three-month period
ended March 31, 2002 to the same period in 2003.  The decrease was primarily due
to decreases in other service fees between the periods.

Loss on sale of  containers  decreased  from $36 during the  three-month  period
ended March 31, 2002 to $7 during the comparable period in 2003. The decrease in
loss on sale of containers  was primarily due to the  Partnership  selling fewer
containers and incurring  smaller average losses on the sale of these containers
during the  three-month  period  ended March 31, 2003 than in the same period in
2002.

Net earnings/(loss) per limited partnership unit fluctuated from a loss of $0.04
during the  three-month  period ended March 31, 2002 to earnings of $0.08 during
the comparable period in 2003, reflecting the fluctuation in net earnings/(loss)
allocated  to  limited  partners  from a loss  of  $146  to  earnings  of  $274,
respectively.  The allocation of net earnings (loss) for the three-month periods
ended March 31, 2003 and 2002 included  special  allocations  of gross income to
General Partners of $7 and $10, respectively, in accordance with the Partnership
Agreement.

Critical Accounting Policies and Estimates

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

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

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

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

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

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

Risk Factors and Forward Looking Statements

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

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

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

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

Inapplicable.

Item 4.  Controls and Procedures

Based on an evaluation of the Partnership's  disclosure  controls and procedures
(as defined in Rules 13a-14 and 15d-14 of the  Securities  Exchange Act of 1934)
conducted  within  ninety days of the filing date of this  report,  the managing
general partner's  principal  executive officer and principal  financial officer
have found those  controls and  procedures to be  effective.  There have been no
significant  changes in the Partnership's  internal controls or in other factors
that could  significantly  affect these controls subsequent to the date of their
evaluation   including  any  corrective   actions  with  regard  to  significant
deficiencies and material weaknesses.


<PAGE>
<TABLE>
<CAPTION>

Part II

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

(a)      Exhibits  99.1 and 99.2  Certifications  pursuant to 18 U.S.C.  Section
         1350,  as  adopted,  and  regarding  Section 906  of the Sarbanes-Oxley
         Act of 2002.

(b)      Not applicable.



                                   SIGNATURES


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


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

                           By Textainer Financial Services Corporation
                           The Managing General Partner



                           By _______________________________
                              Ernest J. Furtado
                              Chief Financial Officer


Date:  May 13, 2003


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


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

________________________                 Chief Financial Officer, Senior                May 13, 2003
Ernest J. Furtado                        Vice President and Secretary





________________________                 President                                      May 13, 2003
John A. Maccarone

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Part II

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

     (a) Exhibits 99.1 and 99.2  Certifications  pursuant  to  18 U.S.C. Section
         1350,  as adopted, and regarding  Section 906 of the Sarbanes-Oxley Act
         of 2002.

     (b) Not applicable.




                                   SIGNATURES


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


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

                           By Textainer Financial Services Corporation
                           The Managing General Partner



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


Date:  May 13, 2003

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


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



/s/Ernest J. Furtado
____________________________________     Chief Financial Officer, Senior                May 13, 2003
Ernest J. Furtado                        Vice President and Secretary




/s/John A. Maccarone                     President                                      May 13, 2003
____________________________________
John A. Maccarone
</TABLE>



<PAGE>


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  quarterly  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 quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  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
     quarterly 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-14 and 15d-14) for the registrant and we have:

     a.)  designed  such  disclosure  controls  and  procedures  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  quarterly
          report is being prepared;

     b.)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report ( the "Evaluation Date"); and

     c.)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  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  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls ; and

     b.)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


May 13, 2003

                                  /s/ John A. Maccarone
                                  _____________________________________
                                  John A. Maccarone
                                  President and Director of TFS

<PAGE>

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  quarterly  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 quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  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
     quarterly 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-14 and 15d-14) for the registrant and we have:

     a.)  designed  such  disclosure  controls  and  procedures  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  quarterly
          report is being prepared;

     b.)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report ( the "Evaluation Date"); and

     c.)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  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  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls ; and

     b.)  any fraud, whether or not material, that  involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


May 13, 2003

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



<PAGE>


                                  EXHIBIT 99.1



                            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,
2003, as filed on May 13, 2003 with the Securities and Exchange  Commission (the
"Report"),  I, John A.  Maccarone,  the  President  and  Director  of  Textainer
Financial Services  Corporation  ("TFS") and Principal Executive Officer of TFS,
the Managing General Partner of the Registrant,  certify,  pursuant to 18 U.S.C.
ss. 1350, as adopted,  regarding Section 906 of the  Sarbanes-Oxley Act of 2002,
that:

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


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





     May 13, 2003




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






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


<PAGE>


                                  EXHIBIT 99.2



                            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,
2003, as filed on May 13, 2003 with the Securities and Exchange  Commission (the
"Report"), I, Ernest J. Furtado, Chief Financial Officer, Senior Vice President,
Secretary and Director of Textainer  Financial Services  Corporation ("TFS") and
Principal  Financial and Accounting Officer of TFS, the Managing General Partner
of the  Registrant,  certify,  pursuant  to 18  U.S.C.  ss.  1350,  as  adopted,
regarding Section 906 of the Sarbanes-Oxley Act of 2002, that:

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



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





     May 13, 2003




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






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