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


November 12, 1999


Securities and Exchange Commission
Washington, DC  20549

Gentlemen:

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  we are
submitting  herewith for filing on behalf of Textainer Equipment Income Fund II,
L.P. (the "Company") the Company's  Quarterly  Report on Form 10-Q for the Third
Quarter ended September 30, 1999.

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 September 30, 1999


                         Commission file number 0-19145


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


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

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

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


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

                                 Yes [X] No [ ]





<PAGE>

<TABLE>
<CAPTION>
TEXTAINER EQUIPMENT INCOME FUND II, L.P.
(a California Limited Partnership)

Quarterly Report on Form 10-Q for the
Quarter Ended September 30, 1999

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




                                                                                                      Page


Item 1.   Financial Statements
<S>                                                                                                  <C>

          Balance Sheets - September 30, 1999 (unaudited)
          and December 31, 1998.................................................................      3


          Statements of Earnings for the three and nine months
          ended September 30, 1999 and 1998 (unaudited).........................................      4


          Statements of Partners' Capital for the nine months
          ended September 30, 1999 and 1998 (unaudited).........................................      5


          Statements of Cash Flows for the nine months
          ended September 30, 1999 and 1998 (unaudited).........................................      6


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


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


</TABLE>


<PAGE>
<TABLE>
<CAPTION>



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

Balance Sheets

September 30, 1999 and December 31, 1998
(Amounts in thousands)
------------------------------------------------------------------------------------------------------------------


                                                                                 1999                   1998
                                                                           ----------------       ----------------
                                                                             (unaudited)
<S>                                                                       <C>                    <C>
Assets
Container rental equipment, net of accumulated
    depreciation of $20,040 (1998:  $21,059) (note 5)                    $          30,316      $          33,685
Cash                                                                                 1,903                  1,752
Net investment in direct finance leases (note 4)                                       355                    467
Accounts receivable, net of allowance for doubtful
     accounts of $391 (1998:  $315)                                                  1,916                  2,191
Due from affiliates, net (note 2)                                                      561                    533
Prepaid expenses                                                                         -                     16
                                                                           ----------------       ----------------


                                                                         $          35,051      $          38,644
                                                                           ================       ================
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                      $             241      $             264
   Accrued liabilities                                                                 137                     89
   Accrued recovery costs                                                               69                     48
   Accrued damage protection plan costs                                                259                    222
   Warranty claims                                                                     225                    385
   Container purchases payable                                                         554                      -
   Deferred quarterly distributions                                                     68                     68
                                                                           ----------------       ----------------

      Total liabilities                                                              1,553                  1,076
                                                                           ----------------       ----------------

Partners' capital:
   General partners                                                                      -                      -
   Limited partners                                                                 33,498                 37,568
                                                                           ----------------       ----------------

      Total partners' capital                                                       33,498                 37,568
                                                                           ----------------       ----------------


                                                                         $          35,051      $          38,644
                                                                           ================       ================

See accompanying notes to financial statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>



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

Statements of Earnings

For the three and nine months  ended  September  30,  1999 and 1998
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
------------------------------------------------------------------------------------------------------------------------------------

                                                            Three months       Three months          Nine months        Nine months
                                                                   Ended              Ended                Ended              Ended
                                                          Sept. 30, 1999     Sept. 30, 1998       Sept. 30, 1999     Sept. 30, 1998
                                                          --------------     --------------       --------------     ---------------
<S>                                                      <C>                <C>                  <C>                <C>

Rental income                                            $        2,015     $        2,524       $        6,079     $         7,787
                                                          --------------     --------------       --------------     ---------------

Costs and expenses:
   Direct container expenses                                        468                531                1,611               1,794
   Bad debt expense (benefit)                                        29                 (6)                 109                 (81)
   Depreciation                                                     751                850                2,337               2,582
   Write-down of containers (note 5)                                 40                  -                  296                   -
   Professional fees                                                 31                  8                   53                  25
   Management fees to affiliates (note 2)                           204                240                  614                 689
   General and administrative costs to affiliates (note 2)           82                129                  326                 436
   Other general and administrative costs                            28                 26                   76                  71
                                                          --------------     --------------       --------------     ---------------

                                                                  1,633              1,778                5,422               5,516
                                                          --------------     --------------       --------------     ---------------

   Income from operations                                           382                746                  657               2,271
                                                          --------------     --------------       --------------     ---------------

Other (expense) income:
   Interest income                                                   23                 31                   74                  71
   Loss on sale of containers                                      (107)              (106)                (281)                (16)
                                                          --------------     --------------       --------------     ---------------

                                                                    (84)               (75)                (207)                 55
                                                          --------------     --------------       --------------     ---------------

   Net earnings                                          $          298     $          671       $          450     $         2,326
                                                          ==============     ==============       ==============     ===============

Allocation of net earnings (note 2):
   General partners                                      $           16     $           16       $           47     $            47
   Limited partners                                                 282                655                  403               2,279
                                                          --------------     --------------       --------------     ---------------

                                                         $          298     $          671       $          450     $         2,326
                                                          ==============     ==============       ==============     ===============

Limited partners' per unit share
   of net earnings                                       $         0.08     $         0.18       $         0.11     $          0.61
                                                          ==============     ==============       ==============     ===============

Limited partners' per unit share
   of distributions                                      $         0.40     $         0.40       $         1.20     $          1.20
                                                          ==============     ==============       ==============     ===============

Weighted average number of limited
   partnership units outstanding                              3,712,328          3,719,808            3,712,461            3,726,021
                                                          ==============     ==============       ==============     ===============


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 nine months ended September 30, 1999 and 1998
(Amounts in thousands)
(unaudited)
--------------------------------------------------------------------------------------------------------------

                                                                        Partners' Capital
                                                    ----------------------------------------------------------
                                                       General             Limited               Total
                                                    -------------        -------------      ---------------

<S>                                                <C>                 <C>                    <C>
Balances at January 1, 1998                       $          (90)      $       41,305     $         41,215

Distributions                                                (47)              (4,470)              (4,517)

Redemptions                                                    -                  (69)                 (69)

Net earnings                                                  47                2,279                2,326
                                                    -------------        -------------      ---------------

Balances at September 30, 1998                    $          (90)      $       39,045     $         38,955
                                                    =============        =============      ===============

Balances at January 1, 1999                       $            -       $       37,568     $         37,568

Distributions                                                (47)              (4,455)              (4,502)

Redemptions (note 6)                                           -                  (18)                 (18)

Net earnings                                                  47                  403                  450
                                                    -------------        -------------      ---------------

Balances at September 30, 1999                    $            -       $       33,498     $         33,498
                                                    =============        =============      ===============


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 nine months ended September 30, 1999 and 1998
(Amounts in thousands)
(unaudited)
-----------------------------------------------------------------------------------------------------------------------

                                                                                            1999              1998
                                                                                       --------------   ---------------
<S>                                                                                   <C>              <C>
Cash flows from operating activities:
   Net earnings                                                                       $          450   $         2,326
   Adjustments to reconcile net earnings to
     net cash provided by operating activities:
        Depreciation                                                                           2,337             2,582
        Write-down of containers (note 5)                                                        296                 -
        Increase (decrease) in allowance for doubtful accounts,
            excluding write off (note 7)                                                          76              (139)
        Loss on sale of containers                                                               281                16
        (Increase) decrease in assets:
           Proceeds from principal payments on direct financing leases                           179               166
           Accounts receivable, excluding write off (note 7)                                     199               732
           Due from affiliates, net                                                              (66)             (441)
           Prepaid expenses                                                                       16                85
        Increase (decrease) in liabilities:
           Accounts payable and accrued liabilities                                               25                63
           Accrued recovery costs                                                                 21               (23)
           Accrued damage protection plan costs                                                   37                47
           Warranty claims                                                                      (160)             (160)
                                                                                       --------------   ---------------


              Net cash provided by operating activities                                        3,691             5,254
                                                                                       --------------   ---------------

Cash flows from investing activities:
   Proceeds from sale of containers                                                            2,280             2,562
   Container purchases                                                                        (1,300)           (2,247)
                                                                                       --------------   ---------------

              Net cash provided by investing activities                                          980               315
                                                                                       --------------   ---------------

Cash flows from financing activities:
   Redemptions of limited partnership units                                                      (18)              (69)
   Distributions to partners                                                                  (4,502)           (4,525)
                                                                                       --------------   ---------------

              Net cash used in financing activities                                           (4,520)           (4,594)
                                                                                       --------------   ---------------

Net increase in cash                                                                             151               975

Cash at beginning of period                                                                    1,752               981
                                                                                       --------------   ---------------

Cash at end of period                                                                 $        1,903   $         1,956
                                                                                       ==============   ===============


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 nine months ended September 30, 1999 and 1998
(Amounts in thousands)
(unaudited)
----------------------------------------------------------------------------------------------------------

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of container purchases, distributions
to partners,  and proceeds  from sale of  containers  which had not been paid or
received as of  September  30, 1999 and 1998,  and  December  31, 1998 and 1997,
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
nine-month periods ended September 30, 1999 and 1998.

                                                               Sept. 30        Dec. 31         Sept. 30       Dec. 31
                                                                   1999           1998             1998          1997
                                                             -----------    -----------    -------------    ----------
<S>                                                         <C>            <C>            <C>              <C>

Container purchases included in:
     Due to affiliates..............................               $  1           $ 34             $ 15          $ (3)
     Container purchases payable....................                554              -              374           342

Distributions to partners included in:
     Due to affiliates..............................                  6              6                6             6
     Deferred quarterly distributions...............                 68             68               69            77

Proceeds from sale of containers included in:
     Due from affiliates............................                418            489              353           566

The following table summarizes the amounts of container purchases, distributions
to partners and proceeds from sale of containers recorded by the Partnership and
the amounts  paid or received as shown in the  Statements  of Cash Flows for the
nine-month periods ended September 30, 1999 and 1998.

                                                                                                   1999          1998
                                                                                                   ----          ----

Container purchases recorded......................................................               $1,821        $2,297
Container purchases paid..........................................................                1,300         2,247

Distributions to partners declared................................................                4,502         4,517
Distributions to partners paid....................................................                4,502         4,525

Proceeds from sale of containers recorded.........................................                2,209         2,349
Proceeds from sale of containers received.........................................                2,280         2,562


See accompanying notes to financial statements


</TABLE>


<PAGE>

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

Notes To Financial Statements

For the three and nine months  ended  September  30,  1999 and 1998
(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.

      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 September 30, 1999, and the
      results of its operations, changes in partners' capital and cash flows for
      the nine-month periods ended September 30, 1999 and 1998, have been made.

      The financial  information  presented herein should be read in conjunction
      with the audited financial  statements and the accompanying notes included
      in the Partnership's audited financial statements as of December 31, 1998,
      in the Annual Report filed on Form 10-K.

      Certain   estimates  and  assumptions  were  made  by  the   Partnership's
      management that affect the reported  amounts of assets and liabilities and
      disclosures  of  contingent  assets  and  liabilities  at the  date of the
      financial  statements  and the  reported  amounts of revenue and  expenses
      during the  reporting  period.  Actual  results  could  differ  from those
      estimates.

      Certain  reclassifications,  not affecting net earnings, have been made to
      prior year  amounts in order to  conform to the 1999  financial  statement
      presentation.

Note 2.   Transactions with Affiliates

      Textainer  Financial  Services  Corporation  (TFS) is the managing general
      partner of the Partnership  and is a wholly-owned  subsidiary of Textainer
      Capital Corporation (TCC).  Textainer  Equipment  Management Limited (TEM)
      and  Textainer   Limited  (TL)  are  associate  general  partners  of  the
      Partnership.  The  managing  general  partner  and the  associate  general
      partners  are  collectively  referred to as the General  Partners  and are
      commonly  owned by Textainer  Group Holdings  Limited  (TGH).  The General
      Partners also act in this capacity for other limited  partnerships.  Prior
      to its liquidation in October 1998, Textainer Acquisition Services Limited
      (TAS),  a former  affiliate of the General  Partners,  performed  services
      related to the  acquisition  of  containers  outside the United  States on
      behalf of the  Partnership.  Effective  November 1998,  these services are
      being  performed  by TEM. The General  Partners  manage the affairs of the
      Partnership.

      In accordance with the Partnership Agreement,  sections 3.10 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.

      As part of the operation of the Partnership,  the Partnership is to pay to
      the General Partners, or TAS prior to its liquidation, an acquisition fee,
      an equipment  management fee, an incentive management fee and an equipment
      liquidation  fee.  These  fees  are  for  various  services   provided  in
      connection with the administration and management of the Partnership.  The
      Partnership  capitalized  $87  and  $109  of  acquisition  fees as part of
      container  rental  equipment  costs during the  nine-month  periods  ended
      September 30, 1999 and 1998,  respectively.  The Partnership  incurred $63
      and $187 of  incentive  management  fees  during the three and  nine-month
      periods  ended  September  30,  1999 and $63 and  $188 for the  comparable
      periods in 1998. No equipment  liquidation fees were incurred during these
      periods.

      The  Partnership's  container  fleet  is  managed  by TEM.  In its role as
      manager,  TEM has  authority to acquire,  hold,  manage,  lease,  sell and
      dispose of the  Partnership's  containers.  TEM holds,  for the payment of
      direct operating expenses,  a reserve of cash that has been collected from
      leasing operations;  such cash is included in due from affiliates,  net at
      September 30, 1999 and December 31, 1998.

      Subject to certain reductions, TEM receives a monthly equipment management
      fee equal to 7% of gross lease revenues  attributable to operating  leases
      and 2% of gross  lease  revenues  attributable  to full payout net leases.
      These  fees  totaled  $141 and $427 for the three and  nine-month  periods
      ended  September 30, 1999 and $177 and $501 for the comparable  periods in
      1998. The  Partnership's  container  fleet is leased by TEM to third party
      lessees on operating  master leases,  spot leases,  term leases and direct
      finance  leases.  The  majority  of the  container  fleet is leased  under
      operating master leases with limited terms and no purchase option.

      Certain  indirect  general  and  administrative  costs  such as  salaries,
      employee  benefits,   taxes  and  insurance  are  incurred  in  performing
      administrative  services  necessary to the  operation of the  Partnership.
      These  costs  are  incurred   and  paid  by  TFS  and  TEM.   General  and
      administrative  costs  allocated  to the  Partnership  for the  three  and
      nine-month periods ended September 30, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>

                                                       Three months                  Nine months
                                                      ended Sept. 30,              ended Sept. 30,
                                                      ---------------              ---------------
                                                      1999       1998              1999       1998
                                                      ----       ----              ----       ----
<S>                                                  <C>        <C>               <C>        <C>

               Salaries                                $48       $ 69              $178       $222
               Other                                    34         60               148        214
                                                        --        ---               ---        ---
                 Total general and
                    administrative costs               $82       $129              $326       $436
                                                        ==        ===               ===        ===
</TABLE>

      TEM allocates these general and administrative costs based on the ratio of
      the  Partnership's  interest  in  the  managed  containers  to  the  total
      container  fleet  managed by TEM during the period.  TFS  allocates  these
      costs  based on the  ratio of the  Partnership's  containers  to the total
      container  fleet of all limited  partnerships  managed by TFS. The General
      Partners allocated the following general and  administrative  costs to the
      Partnership for the three and nine-month  periods ended September 30, 1999
      and 1998:
<TABLE>
<CAPTION>

                                                       Three months                 Nine months
                                                      ended Sept. 30,              ended Sept. 30,
                                                      ---------------              ---------------
                                                      1999       1998              1999       1998
                                                      ----       ----              ----       ----
<S>                                                  <C>        <C>               <C>        <C>

               TEM                                     $72       $117              $290       $394
               TFS                                      10         12                36         42
                                                        --        ---               ---        ---
                 Total general and
                    administrative costs               $82       $129              $326       $436
                                                        ==        ===               ===        ===
</TABLE>

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

      At September 30, 1999 and December 31, 1998, due from  affiliates,  net is
      comprised of:

                                                          1999        1998
                                                          ----        ----
           Due from affiliates:
                      Due from TEM...................   $  595      $  560
                                                         -----       -----

           Due to affiliates:
                      Due to TFS.....................       23          21
                      Due to TL......................        1           1
                      Due to TCC.....................       10           5
                                                         -----       -----
                                                            34          27
                                                         -----       -----

           Due from affiliates, net                     $  561      $  533
                                                         =====       =====

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

Note 3.   Rentals Under Long-Term Operating Leases

      The following are the future  minimum rent  receivables  under  cancelable
      long-term  operating leases at September 30, 1999. Although the leases are
      generally  cancelable  with a  penalty  at the  end of  each  twelve-month
      period,  the  following  schedule  assumes  that  the  leases  will not be
      terminated.

                 Year ending September 30:

                 2000......................................           $443
                 2001......................................            139
                 2002......................................            129
                 2003......................................             67
                 2004......................................             14
                                                                       ---

                 Total minimum future rentals receivable...           $792
                                                                       ===

Note 4.   Direct Finance Leases

      The components of the net investment in direct finance leases at September
      30, 1999 and December 31, 1998 are as follows:

                                                           1999        1998
                                                           ----        ----

           Future minimum lease payments receivable.....  $ 405       $ 568
           Residual value...............................      3           2
           Less:  unearned income.......................    (53)       (103)
                                                           ----        ----

           Net investment in direct finance leases......  $ 355       $ 467
                                                           ====        ====

      The following is a schedule by year of minimum lease  payments  receivable
      under the twenty-eight direct finance leases as of September 30, 1999:

                 Year ending September 30:

                 2000..........................................           $ 308
                 2001..........................................              57
                 2002..........................................              16
                 2003..........................................              15
                 2004..........................................               9
                                                                            ---

                 Total minimum lease payments receivable.......           $ 405
                                                                            ===

      Rental income for the three and  nine-month  periods  ended  September 30,
      1999  and 1998  includes  $19 and $65 and $24 and  $94,  respectively,  of
      income from direct finance leases.

Note 5. Container Rental Equipment Write-Down

      New container  prices have been declining  since 1995, and the cost of new
      containers  at year-end 1998 and during 1999 was  significantly  less than
      the cost of containers purchased in prior years. The Partnership evaluated
      the recoverability of the recorded amount of container rental equipment at
      September 30, 1999 and December 31, 1998, and determined  that a reduction
      to the carrying  value of the  containers  held for  continued use was not
      required,  but that a write-down in value of certain containers identified
      for sale was  required.  During the year ended  December  31, 1998 and the
      nine-month period ended September 30, 1999, the Partnership wrote-down the
      value of these  containers to their estimated fair value,  which was based
      on recent sales prices.

      At December 31, 1998, the Partnership recorded a write-down of $232 on 954
      containers  identified  for  sale  in low  demand  locations.  During  the
      nine-month  period ended  September  30, 1999,  the  Partnership  recorded
      additional write-downs of $296 on 810 containers  subsequently  identified
      for  sale  in  these  locations  and  sold  971  previously  written  down
      containers for a loss of $61. The Partnership  incurred losses on the sale
      of containers  previously written down as the actual sales prices received
      during  1999  were  lower  than the  estimates  used  for the  write-downs
      recorded in 1998 and 1999, due to unexpected  declines in container  sales
      prices.

      If more containers in these or other locations are subsequently identified
      as available for sale  or if  container sales  prices continue to decline,
      the Partnership may incur additional  write-downs on containers and/or may
      incur losses on the sale of containers.  The Partnership will continue  to
      evaluate  the recoverability  of the recorded amounts of container  rental
      equipment  and cautions that  a write-down  of container rental  equipment
      and/or an  increase in  its  depreciation  rate may  be required in future
      periods.
<PAGE>

Note 6.   Redemptions

      The following  redemptions were consummated by the Partnership  during the
      nine-month period ended September 30, 1999:
<TABLE>
<CAPTION>

                                                               Units             Average
                                                             Redeemed        Redemption Price        Amount Paid
                                                             --------        ----------------        -----------
<S>                                                         <C>             <C>                     <C>

        Inception through December 31, 1998                    35,472             $10.85               $  385
        Quarter ended:
              March 31, 1999....................                2,000             $ 8.50                   17
              September 30, 1999................                  200             $ 5.00                    1
                                                               ------                                     ---

        Partnership to date.....................               37,672             $10.70               $  403
                                                               ======                                    ====

      The redemption price is fixed by formula.
</TABLE>

Note 7.   Accounts Receivable Write-Off

      During  March  1998,   the   Partnership   wrote-off  $516  of  delinquent
      receivables  from two lessees against which reserves were recorded in 1994
      and 1995.

Note 8.   Readiness for Year 2000

      Many computer  systems may experience  difficulty  processing dates beyond
      the year 1999; as a  consequence,  some computer  hardware and software at
      many companies will need to be modified or replaced prior to the year 2000
      in order to remain functional. The Partnership relies on the financial and
      operating systems provided by the General Partners;  these systems include
      both information technology systems as well as non-information  technology
      systems.  There can be no assurance  that issues  related to the Year 2000
      will not have a material  impact on the  financial  condition,  results of
      operations or cash flows of the Partnership.

<PAGE>

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

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

The Financial  Statements contain  information,  which will assist in evaluating
the  financial  condition  of  the  Partnership  as of and  for  the  three  and
nine-month  periods  ended  September  30,  1999 and 1998.  Please  refer to the
Financial  Statements  and  Notes  thereto  in  connection  with  the  following
discussion.

Liquidity and Capital Resources

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

From time to time,  the  Partnership  redeems units from limited  partners for a
specified  redemption  value,  which  is  set  by  formula.  Up  to  2%  of  the
Partnership's outstanding units may be redeemed each year, although the 2% limit
may be exceeded at the managing general  partner's  discretion.  All redemptions
are subject to the managing  general  partner's  good faith  determination  that
payment for the redeemed units will not (i) cause the Partnership to be taxed as
a  corporation,  (ii) impair the capital or  operations of the  Partnership,  or
(iii) impair the ability of the Partnership to pay  distributions  in accordance
with its distribution  policy.  During the nine-month period ended September 30,
1999, the Partnership redeemed 2,200 units for a total dollar amount of $18. The
Partnership used excess cash to pay for the redeemed units.

The Partnership  invests working capital and cash flow from operations  prior to
its  distribution  to  the  partners  in  short-term,  liquid  investments.  The
Partnership's  cash is  affected  by  cash  provided  by or  used in  operating,
investing and financing  activities.  These  activities  are discussed in detail
below.

Limited  Partners  are  currently  receiving  monthly cash  distributions  in an
annualized  amount  equal  to  8%  of  their  original  investment.  During  the
nine-month  period ended  September  30, 1999,  the  Partnership  declared  cash
distributions  to limited  partners  pertaining to the period from December 1998
through  August 1999 in the amount of $4,455.  On a cash basis,  $3,691 of these
distributions  was from  operating  activities and the remainder was from excess
cash. On a GAAP basis,  $4,052 these  distributions  was a return of capital and
the balance was from net income.  Distributions during 1999 and future years may
continue  to be greater  than cash  provided by  operations  and, in this event,
would likely be made from proceeds from container sales. As a result,  on a cash
basis, a portion of future  distributions would then be a return of capital. The
decision to consider having  distributions exceed cash generated from operations
was based on the Partnership's age and existing market conditions.

At September 30, 1999 the Partnership had no commitments to purchase containers.

Net  cash  provided by  operating  activities  for the  nine-month periods ended
September 30, 1999 and 1998, was $3,691 and $5,254,  respectively.  The decrease
of $1,563,  or 30%, was primarily  attributable  to the decrease in net earnings
adjusted  for  non-cash  transactions  and  the  smaller  decrease  in  accounts
receivable, excluding write-offs, offset by the increase in due from affiliates,
net. Net earnings adjusted for non-cash transactions  decreased primarily due to
the  decline in rental  income,  which is  discussed  more fully in  "Results of
Operations".  The  decrease in accounts  receivable  of $199 for the  nine-month
period  ended  September  30,  1999 was  primarily  due to the decline in rental
income. For the nine-month period ended September 30, 1998, accounts receivable,
excluding  write-off,  decreased $732 primarily due to a decrease in the average
collection  period of accounts  receivable  and due to the resolution of payment
issues with one lessee. The increases in due from affiliates,  net resulted from
timing differences in the payment of expenses and fees and the remittance of net
rental revenues.

For the nine-month  periods ended September 30, 1999 and 1998, net cash provided
by investing activities (the purchase and sale of containers) was $980 and $315,
respectively.  The  increase  of  $665  was  primarily  due to the  decrease  in
container  purchases,  offset by a decrease in sales  proceeds.  The decrease in
sales proceeds  resulted from lower average  container  sales prices received on
container sales in 1999,  offset by the Partnership  having sold more containers
during the nine-month period ended September 30, 1999 compared to the equivalent
period in 1998. The increase in container sales during 1999 was primarily due to
the  Partnership  having  sold  containers  located in low demand  locations  as
discussed below in "Results of Operations". Until market conditions improve, the
Partnership plans to continue to sell certain  containers  located in low demand
locations.  The Partnership also sells  containers when (i) a container  reaches
the end of its  useful  life or (ii) an  analysis  indicates  that  the  sale is
warranted based on existing market  conditions and the container's age, location
and condition.  Proceeds from container sales will fluctuate based on the number
of containers sold and the actual price received on the sale.

The Partnership intends to continue to reinvest a portion of cash from container
sales  proceeds in additional  containers.  The number of additional  containers
purchased  is not  likely to equal the  number of  containers  sold for  several
reasons.  First,  new  container  prices are likely to be greater than  proceeds
available for  reinvestment.  Additionally,  cash available for  reinvestment is
likely to be lower than previously  anticipated as a portion of future container
sale  proceeds is likely to be used to pay  distributions.  Furthermore,  in the
near  term,  the  Partnership  does  not  anticipate  having  excess  cash  from
operations, after paying distributions, to reinvest in new containers, resulting
in a slower than anticipated rate of reinvestment.  Finally,  market  conditions
have had an adverse effect on the average sales proceeds  recently realized from
container sales. A slower rate of reinvestment  will, over time, affect the size
of the Partnership's container fleet.

Results of Operations

The  Partnership's  income from operations,  which consists  primarily of rental
income, container depreciation,  direct container expenses, management fees, and
reimbursement of administrative expenses was directly related to the size of the
container fleet during the nine-month periods ended September 30, 1999 and 1998,
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:

                                                               1999        1998
                                                               ----        ----

                 Beginning container fleet...............     16,281      17,697
                 Ending container fleet..................     15,053      16,845
                 Average container fleet.................     15,667      17,271

The  decline in the average  container  fleet of 9% from the  nine-month  period
ended  September 30, 1998 to the comparable  period ended September 30, 1999 was
due to the  Partnership  having sold more  containers  than it  purchased  since
September 30, 1998.  Although  some of the sales  proceeds were used to purchase
additional  containers,  fewer containers were bought than sold,  resulting in a
net decrease in the size of the container fleet. As noted above, when containers
are sold in the future,  sales  proceeds not used to pay  distributions  are not
likely to be sufficient to replace all of the containers sold. This trend, which
is expected to continue,  has contributed to a slower rate of reinvestment  than
had been expected by the General  Partners.  Other factors related to this trend
are discussed above in "Liquidity and Capital Resources."

Rental income and direct container expenses are also affected by the utilization
of the container fleet,  which was 72% and 78% on average during the nine months
ended  September 30, 1999 and 1998,  respectively.  This decline in utilization,
caused by lower  demand,  had a significant  adverse  effect on rental income as
discussed  below.  In addition,  rental income is affected by daily rental rates
and leasing incentives.

The  following is a comparative  analysis of the results of  operations  for the
nine-month periods ended September 30, 1999 and 1998.

The  Partnership's  income from  operations  for the  nine-month  periods ending
September 30, 1999 and 1998 was $657 and $2,271,  respectively  on rental income
of $6,079 and $7,787, respectively.  The decrease in rental income of $1,708, or
22%,  from the  nine-month  period ended  September  30, 1998 to the  comparable
period in 1999 was  attributable  to decreases in  container  rental  income and
other rental income. Income from container rentals, the major component of total
revenue, decreased $1,296, or 20%, primarily due to the decreases in the average
container  fleet of 9%,  average  on-hire  utilization  of 8% and average rental
rates of 4%. Rental income was also adversely affected by an increase in leasing
incentives;   however,   the  declines  in  fleet  size  (discussed  above)  and
utilization had the most significant adverse effect on rental income.

The decline in average  utilization from the three and nine-month  periods ended
September 30, 1998 to the equivalent  periods in 1999 was primarily due to lower
demand for leased  containers.  Demand  decreased  primarily due to (i) shipping
lines  continuing  to  purchase  rather  than  lease  containers  as a result of
historically low new container prices and low interest rates and (ii) the growth
of the trade  imbalance  with Asia.  Rental rates have also declined as shipping
lines continue to negotiate lower rates as a result of this lower demand and the
historically low container prices.

The trade  imbalance  has been the primary cause of the  continuing  build-up of
containers in lower demand  locations.  The General  Partners have  continued to
reposition  newer  containers to higher demand locations in an effort to improve
utilization  and  alleviate  container  build-up.  Partially as a result of this
effort,  utilization has remained  comparable during the first three quarters of
1999 and has been steadily increasing since September 1999. However, as a result
of the repositioning effort, the Partnership continued to incur increased direct
container  expenses in 1999.  For the  near-term,  the General  Partners plan to
continue this repositioning effort.

The  Partnership  also plans to continue to sell certain  containers  located in
lower demand  locations.  The decision to sell these  containers is based on the
current  expectation  that the economic  benefit of selling these containers and
using the  related  sales  proceeds to purchase  new  containers  in high demand
locations  is  greater  than the  economic  benefit of  continuing  to own these
containers.  The majority of the containers sold during 1998 and 1999 were older
containers  as  the  expected  economic  benefit  of  continuing  to  own  these
containers was significantly less than that of newer containers primarily due to
their shorter  remaining marine life and shipping lines'  preference for leasing
newer containers.

Because of the decision to sell  certain  containers  during 1998 and 1999,  the
Partnership wrote down the value of these specifically  identified containers to
their  estimated  fair value,  which was based on recent  sales  prices.  Due to
unanticipated  declines in  container  sales  prices,  the actual  sales  prices
received on these containers  during 1999 were lower than the estimates used for
the  write-downs  recorded  in  1998  and  1999,  resulting  in the  Partnership
incurring  losses upon the sale of these  containers.  The Partnership  recorded
additional  write-downs during 1999 on previously written down containers and on
certain other containers, which were identified as meeting the same criteria for
sale.  Until  market  conditions  improve,  the  Partnership  may incur  further
write-downs and/or losses on the sale of such containers.  Should the decline in
economic  value of continuing to own such  containers  turn out to be permanent,
the  Partnership  may be  required  to  increase  its  depreciation  rate for or
write-down the value of container rental equipment.

For the near term,  the  General  Partners do not  foresee  material  changes in
existing  market  conditions  and  caution  that  utilization,  lease  rates and
container   sale  prices  could  further   decline,   adversely   affecting  the
Partnership's operating results.

Substantially  all of the  Partnership's  rental income was  generated  from the
leasing of the  Partnership's  containers under short-term  operating leases. At
September  30, 1999 and 1998,  there were 240 and 214  containers  under  direct
financing leases, respectively.

The  balance of 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  nine-month  period ended
September  30, 1999,  the total of these other  rental  income items was $790, a
decrease of $412 from the equivalent  period in 1998. The decrease was primarily
due to decreases in location and handling income of $296 and $79,  respectively.
Location income decreased  primarily due to a decrease in charges to lessees for
dropping off containers in certain  locations.  Handling income decreased due to
decreases in the average  handling  price charged per container and in container
movement  during the nine-month  period ended September 30, 1999 compared to the
equivalent  period in 1998.  The  decline in the  average  container  fleet also
contributed to these declines.

Direct  container  expenses  decreased $183, or 10%, from the nine-month  period
ending  September 30, 1998 to the  equivalent  period in 1999.  The decrease was
primarily due to the decline in the average container fleet which contributed to
the  decreases  in  repositioning  and  maintenance  expense  of $198  and  $85,
respectively,  offset by an increase in storage  expense of $175.  Repositioning
expense decreased due to the decrease in the number of containers  repositioned.
Maintenance expense decreased due to a decrease in the number of units requiring
repair and due to a decrease in the average repair cost per  container.  Storage
expense increased due to the decrease in average utilization noted above and due
to an increase in the average storage cost per container.

Bad debt expense increased from a benefit of $81 for the nine-month period ended
September  30,  1998 to an  expense  of $109 in the  comparable  period in 1999.
Higher  reserve  requirements  in 1999  and the  effect  of  insurance  proceeds
received  during the  nine-month  period ended  September 30, 1998,  relating to
certain  receivables  against which reserves had been recorded in 1994 and 1995,
as well as the  resolution of payment  issues with one lessee during 1998,  were
primarily  responsible  for the  benefit  recorded in 1998 and,  therefore,  the
fluctuation in bad debt expense between the periods.

Depreciation  expense  decreased  $245, or 9%, from the nine-month  period ended
September  30, 1998 to the same period in 1999  primarily due to the decrease in
fleet size.

New  container  prices  have  been  declining  since  1995,  and the cost of new
containers at year-end  1998 and during 1999,  was  significantly  less than the
cost of  containers  purchased in prior years.  The  Partnership  evaluated  the
recoverability of the recorded amount of container rental equipment at September
30, 1999 and December 31, 1998, and determined  that a reduction to the carrying
value of the  containers  held for continued  use was not  required,  but that a
write-down  in value of certain  containers  identified  for sale was  required.
During  the year  ended  December  31,  1998  and the  nine-month  period  ended
September 30, 1999, the Partnership  wrote-down the value of these containers to
their estimated fair value, which was based on recent sales prices.

At December  31, 1998,  the  Partnership  recorded a  write-down  of $232 on 954
containers  identified for sale in low demand  locations.  During the nine-month
period ended September 30, 1999, the Partnership recorded additional write-downs
of $296 on 810 containers  subsequently  identified for sale in these  locations
and  sold  971  previously  written  down  containers  for a loss  of  $61.  The
Partnership incurred losses on the sale of containers previously written down as
the actual sales prices  received during 1999 were lower than the estimates used
for the  write-downs  recorded in 1998 and 1999,  due to unexpected  declines in
container sales prices.

If more  containers in these or other locations are  subsequently  identified as
available  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.

Management fees to affiliates  decreased $75, or 11%, from the nine-month period
ended  September 30, 1998 to the  comparable  period in 1999  primarily due to a
decrease in equipment management fees. The decrease in equipment management fees
resulted primarily from the decrease in rental income, upon which the management
fee is primarily  based,  and these fees were  approximately 7% of rental income
for the nine-month  period ended September 30, 1999.  Equipment  management fees
for the nine-month period ended September 30, 1998 were only 6% of rental income
due to an adjustment resulting from the write-off of receivables for two leases.
Incentive  management  fees,  which are based on the  Partnership's  limited and
general partner distributions and partners' capital, were comparable at $187 and
$188 for the nine-month periods ended September 30, 1999 and 1998, respectively.

General and administrative  costs to affiliates decreased $110, or 25%, from the
nine-month  period ended  September  30, 1998 to the  comparable  period in 1999
primarily due to the decrease in the  allocation  of overhead  costs from TEM as
the Partnership represented a smaller portion of the total fleet managed by TEM.

Other  income  decreased  from  income of $55 for the  nine-month  period  ended
September  30,  1998 to an  expense of $207 for the  equivalent  period in 1999,
primarily  due to the $265 increase in loss on sale of  containers.  The loss on
sale of containers  recorded in the nine-month  period ended  September 30, 1999
was primarily due to the Partnership  selling containers in low demand locations
at lower average sales prices,  as discussed above, and due to the loss recorded
on the sale of containers previously written down.

Net earnings per limited partnership unit decreased from $0.61 to $0.11 from the
nine-month  period  ending  September  30,  1998 to the  same  period  in  1999,
reflecting  the decrease in net  earnings  allocated  to limited  partners  from
$2,279 to $403, respectively.  The allocation of net earnings included a special
allocation  of gross  income to the  General  Partners  in  accordance  with the
Partnership Agreement.


The  following is a comparative  analysis of the results of  operations  for the
three-month periods ended September 30, 1999 and 1998.

The  Partnership's  income from  operations for the  three-month  periods ending
September 30, 1999 and 1998 was $382 and $746,  respectively on rental income of
$2,015 and $2,524, respectively.  The decrease in rental income of $509, or 20%,
from the three-month period ended September 30, 1998 to the comparable period in
1999 was  attributable to decreases in container  rental income and other rental
income.  Income from container  rentals decreased $427, or 20%, due to decreases
in average  container  fleet of 11%,  average  rental  rates of 8%, and  average
on-hire  utilization  of 5%.  Leasing  incentives  increased,  which also had an
adverse effect on rental income.

For the  three-month  period ended  September 30, 1999,  other rental income was
$284, a decrease of $82 from the equivalent  period in 1998. Other rental income
decreased  primarily  due to decreases in location,  DPP and handling  income of
$53, $16 and $14,  respectively.  Location income  decreased  primarily due to a
decrease in charges to lessees for dropping off containers in certain locations.
DPP income  decreased  due to a decrease in the  average  DPP price  charged per
container.  Handling income decreased primarily due to a decrease in the average
handling  price  charged  per  container,  offset by an  increase  in  container
movement during the three-month  period ended September 30, 1999 compared to the
equivalent period in 1998.

Direct  container  expenses  decreased $63, or 12% from the  three-month  period
ending September 30, 1998 to the equivalent period in 1999, primarily due to the
decrease in the average  container fleet and decreases in repositioning  and DPP
expenses of $40 and $25, respectively,  offset by an increase in storage expense
of $33.  Repositioning  expense  decreased  primarily  due to a decrease  in the
number of  containers  repositioned.  DPP expense  decreased  primarily due to a
lower  average  DPP cost per  container  during  the  three-month  period  ended
September  30,  1999  compared  to the  same  period  in 1998.  Storage  expense
increased due to the decrease in average  utilization  noted above and due to an
increase in the average storage cost per container.

Bad debt expense increased from a benefit of $6 for the three-month period ended
September 30, 1998 to an expense of $29 for the  comparable  period in 1999. The
resolution of payment  issues with one lessee during 1998 and lower 1998 reserve
requirements  were  primarily  responsible  for the  lower  cost  in  1998  and,
therefore, the fluctuation in bad debt expense between the periods.

Depreciation  expense  decreased $99, or 12%, from the three-month  period ended
September  30,  1998  to the  comparable  period  in 1999  primarily  due to the
decrease in fleet size.

Management fees to affiliates decreased $36, or 15%, from the three-month period
ended September 30, 1998 to the comparable  period in 1999, due to a decrease in
equipment  management  fees. The decrease in equipment  management fees resulted
from the  decrease in rental  income,  and these fees were  approximately  7% of
rental income for both periods.

General and administrative  costs to affiliates  decreased $47, or 36%, from the
three-month  period ended  September 30, 1998 to the  comparable  period in 1999
primarily due to a decrease in the allocation of overhead costs from TEM.

Other expense increased $9 from the three-month  period ended September 30, 1998
to the comparable period in 1999. The increase was primarily due to the decrease
in interest income.

Net earnings per limited partnership unit decreased from $0.18 to $0.08 from the
three-month  period  ended  September  30,  1998 to the  same  period  in  1999,
reflecting the decrease in net earnings  allocated to limited partners from $655
to $282,  respectively.  The  allocation  of net  earnings  included  a  special
allocation  of gross  income to the  General  Partners  in  accordance  with the
Partnership Agreement.

Although  substantially  all of the  Partnership's  income  from  operations  is
derived from assets employed in foreign operations, virtually all of this income
is  denominated  in United  States  dollars.  The  Partnership's  customers  are
international  shipping  lines,  which transport  goods on  international  trade
routes.  The  domicile  of the lessee is not  indicative  of where the lessee is
transporting  the  containers.  The  Partnership's  business risk in its foreign
operations lies with the  creditworthiness of the lessees, and the Partnership's
ability to keep its containers under lease,  rather than the geographic location
of the  containers or the domicile of the lessees.  The containers are generally
operated on the international high seas rather than on domestic  waterways.  The
containers are subject to the risk of war or other political, economic or social
occurrence  where  the  containers  are used,  which  may  result in the loss of
containers,  which,  in turn,  may have a material  impact on the  Partnership's
results of operations  and  financial  condition.  The General  Partners are not
aware of any  conditions as of September 30, 1999,  which would result in such a
risk materializing.

Other risks of the Partnership's  leasing  operations include  competition,  the
cost of  repositioning  containers  after  they come  off-lease,  the risk of an
uninsured  loss,  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.

Readiness for Year 2000

Many computer systems may experience difficulty processing dates beyond the year
1999; as a  consequence,  some computer  hardware and software at many companies
will need to be modified  or replaced  prior to the year 2000 in order to remain
functional.  The  Partnership  relies on the  financial  and  operating  systems
provided  by the  General  Partners;  these  systems  include  both  information
technology (IT) systems as well as non-information  technology (non-IT) systems.
For  IT  and   non-IT   systems   developed   by   independent   third   parties
(externally-developed)  the General Partners have obtained  representations from
their vendors and suppliers  that these systems are Year 2000 compliant and have
internally tested mission critical systems as operational.  The General Partners
have  reviewed  all  internally-developed  IT and non-IT  systems  for Year 2000
issues and  identified  certain of these systems which  required  revision.  The
General  Partners have  completed  the revision and testing of these  identified
systems, and these revised systems are now operational.

The cost of the revisions and testing  relating to these systems was incurred by
TEM and a  portion  of the  cost was  allocated  to the  Partnership  as part of
general and administrative costs allocated from TEM during 1998. While Year 2000
remediation costs were not specifically  identified,  it is estimated that total
Year 2000 related  expenses  included in allocated  overhead  from TEM were less
than $15. The Partnership and the General  Partners do not anticipate  incurring
significant additional remediation costs related to the Year 2000 issue in 1999.
There has been no material effect on the Partnership's  financial  condition and
results of operations as a result of TEM's delay in routine systems  projects as
a result of Year 2000 remediation.

As noted  above,  Year 2000  compliance  testing was  undertaken  by the General
Partners  on  both  externally-  and  internally-developed   systems.   Standard
transactions  were  processed  under  simulated  operating  conditions for dates
crossing  over  January  1, 2000 as well as for  other  critical  dates  such as
February 29, 2000. In the standard  business  scenarios  tested,  the identified
systems  appeared  to  function  correctly.   Under  nonstandard  conditions  or
unforeseen  scenarios,  the results may be  different.  Therefore,  these tests,
regardless of how  carefully  they were  conducted,  cannot  guarantee  that the
General  Partners'  systems  will  function  without  error in the Year 2000 and
beyond.  If these  systems  are not  operational  in the Year 2000,  the General
Partners have determined that they can operate manually for approximately two to
three months while correcting the system problems before  experiencing  material
adverse  effects on the  Partnership's  and the General  Partners'  business and
results of operations.  However,  shifting  portions of the daily  operations to
manual  processes  may result in time  delays and  increased  processing  costs.
Additionally,  the Partnership  and General  Partners may not be able to provide
lessees  with timely and  pertinent  information,  which may  negatively  affect
customer  relations and lead to the potential  loss of lessees,  even though the
immediate  monetary  consequences  of this  would  be  limited  by the  standard
Partnership lease agreements between the lessees and the Partnership.

The Partnership and the General Partners are also continuing their assessment of
Year 2000  issues  with third  parties,  comprised  of  lessees,  manufacturers,
depots,  and other  vendors and  suppliers,  with whom the  Partnership  and the
General Partners have a material  business  relationship  (Third  Parties).  The
General Partners have sent letters to the Partnership's  lessees and other Third
Parties  requesting  representations  on their Year 2000 readiness.  The General
Partners  have  received  responses  to 90% of these  letters with all but seven
respondents  representing  that  they are or will be Year  2000  compliant.  The
General  Partners  are  continuing  to follow up with  non-respondents  and will
continue to identify  additional  Third Parties whose Year 2000 readiness should
be assessed.  Non-compliance  by these seven  respondents  and by the  remaining
non-respondents  is not  expected  to  have a  material  adverse  effect  on the
Partnership's  operations or financial condition.  Non-compliance by other third
parties is not expected to have a material effect on the  Partnership's  results
of operations and financial condition.

Nevertheless,  the  Partnership and the General  Partners  believe that they are
likely to encounter Year 2000 problems with certain Third Parties,  particularly
those  with  significant  operations  within  countries  that  are not  actively
promoting  correction of Year 2000 issues.  Possible  consequences  of Year 2000
non-compliance  among Third Parties  include,  but are not limited to, (i) TEM's
inability  to  provide  service to certain  areas of the world,  (ii)  delays in
container  movement,  (iii)  payment  and  collection  difficulties,   and  (iv)
invoicing errors due to late reporting of transactions.  These types of problems
could  result in  additional  operating  costs and loss of lessee  business.  As
discussed  above,  the General  Partners are prepared to shift portions of their
daily operations to manual processes in the event of Third Party non-compliance.
With respect to manufacturers, vendors and other suppliers, the General Partners
would also  attempt  to find  alternate  sources  for goods and  services.  With
respect to depots and agents who handle,  inspect or repair  containers,  if the
majority of the  computer  systems  and  networks  of TEM are  operational,  the
General Partners believe that they will be able to compensate manually for these
Third  Parties'  failures  (e.g.,  one field  office  performing  data entry for
another,  communication  with  depots  conducted  without  computers),  by using
temporary  personnel at additional cost.  Although costs will be incurred to pay
for the temporary  personnel,  the Partnership  and the General  Partners do not
expect these costs to be material to the  Partnership.  With respect to lessees'
non-compliance,   the  General  Partners  would  compensate  for  communications
failures  manually.  If a  lessee's  noncompliance  is broad  enough to  disrupt
significantly  the  operations of its shipping  business,  the resulting loss of
revenue could result in the lessee renting fewer containers. The Partnership and
the  General  Partners  are unable to  estimate  the  financial  impact of these
problems,  but to the extent that lessees'  problems result in weakening  demand
for  containers,  the  Partnership's  results  of  operations  would  likely  be
adversely  affected.  If Year 2000  problems  result  in delays in  collections,
either  because of the additional  time required to communicate  with lessees or
because of  lessees'  loss of  revenues,  the  Partnership's  cash flow could be
affected and distributions to general and limited partners could be reduced. The
Partnership  and the General  Partners  believe that these risks are inherent in
the industry and are not specific to the Partnership or General Partners.

Forward Looking Statements and Other Risk Factors Relating to the Year 2000

The foregoing analysis of Year 2000 issues includes  forward-looking  statements
and  predictions  about  possible or future  events,  results of operations  and
financial condition. As such, this analysis may prove to be inaccurate,  because
of the  assumptions  made by the  Partnership  and the  General  Partners or the
actual development of future events. No assurance can be given that any of these
forward-looking  statements and predictions  will ultimately prove to be correct
or  even  substantially  correct.  Some  of the  risks  relating  to  Year  2000
compliance are described above. In addition,  in analyzing Year 2000 issues, the
Partnership and the General Partners have assumed that the infrastructure of the
United States and most other  countries,  including  ports and customs,  remains
intact.  If the  infrastructure  of one or  more  countries  were to  fail,  the
resulting  business  disruption  would  likely  have an  adverse  effect  on the
Partnership and the General  Partners.  The Partnership and General Partners are
unable to determine a reasonably  likely worst case  scenario in the event of an
infrastructure failure or failures.

Various  other risks and  uncertainties  could also affect the  Partnership  and
could affect the Year 2000 analysis, causing the effect on the Partnership to be
more severe than discussed above. These risks and uncertainties include, but are
not limited to, the following.  The Partnerships' and the General Partners' Year
2000 compliance testing cannot guarantee that all computer systems will function
without error beyond the Year 2000. Tests were only conducted of normal business
scenarios, and no independent verification or testing was used. Risks also exist
with respect to Year 2000 compliance by Third Parties,  such as the risk that an
external  party,  who may have no  relationship  to the  Partnership  or General
Partners, but who has a significant relationship with one or more Third Parties,
may have a system failure that adversely  affects the  Partnership's  ability to
conduct  its  business.  While the  Partnership  and the  General  Partners  are
attempting  to identify such  external  parties,  no assurance can be given that
they will be able to do so. Furthermore, Third Parties with direct relationships
with the  Partnership,  whose systems have been  identified as likely to be Year
2000 compliant,  may suffer a breakdown due to unforeseen  circumstances.  It is
also possible that the representations and warranties collected in good faith by
the General  Partners from these Third Parties  regarding their  compliance with
Year  2000  issues  may be  incorrect,  as the  information  collected  was  not
independently verified by the General Partners. Finally, it should be noted that
the  foregoing  discussion  of Year 2000 issues  assumes  that to the extent the
General Partners'  systems fail,  either because of unforeseen  complications or
because of Third Parties' failure, switching to manual operations will allow the
Partnership to continue to conduct its business.  While the  Partnership and the
General Partners  believe this assumption to be reasonable,  if it is incorrect,
the Partnership's results of operations would likely be adversely affected.


<PAGE>




                                                SIGNATURES


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


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

                                     By Textainer Financial Services Corporation
                                     The Managing General Partner



                                     By _______________________________
                                        Ernest J. Furtado
                                        Senior Vice President


Date:  November 12, 1999

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


Signature                                Title                                          Date

<S>                                     <C>                                            <C>

________________________                 Senior Vice President,                         November 12, 1999
Ernest J. Furtado                        (Principal Financial and
                                         Accounting Officer) and
                                         Secretary




________________________                 President (Principal Executive                 November 12, 1999
John A. Maccarone                        Officer)


</TABLE>

<PAGE>



                                                SIGNATURES


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


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

                                     By Textainer Financial Services Corporation
                                     The Managing General Partner



                                     By /s/Ernest J. Furtado
                                        ___________________________
                                        Ernest J. Furtado
                                        Senior Vice President


Date:  November 12, 1999


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

<TABLE>
<CAPTION>

Signature                                Title                                          Date


<S>                                     <C>                                            <C>

/s/Ernest J. Furtado                     Senior Vice President,                         November 12, 1999
----------------------------             (Principal Financial and
Ernest J. Furtado                        Accounting Officer) and
                                         Secretary



/s/John A. Maccarone                     President (Principal Executive                 November 12, 1999
-----------------------                  Officer)
John A. Maccarone

</TABLE>