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


November 10, 2000


Securities and Exchange Commission
Washington, DC  20549

Gentlemen:

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  we are
submitting  herewith for filing on behalf of Textainer Equipment Income Fund II,
L.P. (the "Partnership") the Partnership's Quarterly Report on Form 10-Q for the
Third Quarter ended September 30, 2000.

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, 2000


               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, 2000

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

                                                                                                      Page

<S>                                                                                                   <C>

Item 1.   Financial Statements

          Balance Sheets - September 30, 2000 (unaudited)
          and December 31, 1999..........................................................               3



          Statements of Earnings for the three and nine months
          ended September 30, 2000 and 1999 (unaudited)..................................               4



          Statements of Partners' Capital for the nine months
          ended September 30, 2000 and 1999 (unaudited)..................................               5



          Statements of Cash Flows for the nine months
          ended September 30, 2000 and 1999 (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, 2000 and December 31, 1999
(Amounts in thousands)
------------------------------------------------------------------------------------------------------------------

                                                                                 2000                   1999
                                                                           ----------------       ----------------
                                                                             (unaudited)
<S>                                                                              <C>                    <C>
Assets
Container rental equipment, net of accumulated
    depreciation of $18,458 (1999:  $18,956) (note 5)                     $         27,067       $         28,795
Cash                                                                                 2,111                  2,018
Net investment in direct finance leases (note 4)                                       153                    315
Accounts receivable, net of allowance for doubtful
     accounts of $354 (1999:  $398)                                                  1,626                  2,038
Due from affiliates, net (note 2)                                                      363                    499
Prepaid expenses                                                                         -                     11
                                                                           ----------------       ----------------

                                                                          $         31,320       $         33,676
                                                                           ================       ================

Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                       $            143       $            187
   Accrued liabilities                                                                 191                    155
   Accrued recovery costs                                                               85                     74
   Accrued damage protection plan costs                                                167                    272
   Warranty claims                                                                      12                    172
   Deferred quarterly distributions                                                     68                     69
   Container purchases payable                                                         756                    243
                                                                           ----------------       ----------------

      Total liabilities                                                              1,422                  1,172
                                                                           ----------------       ----------------

Partners' capital:
   General partners                                                                      -                      -
   Limited partners                                                                 29,898                 32,504
                                                                           ----------------       ----------------

      Total partners' capital                                                       29,898                 32,504
                                                                           ----------------       ----------------

                                                                          $         31,320       $         33,676
                                                                           ================       ================

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, 2000 and 1999
(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, 2000    Sept. 30, 1999     Sept. 30, 2000     Sept. 30, 1999
                                                          --------------    --------------     --------------     --------------
<S>                                                         <C>                 <C>                  <C>                <C>

Rental income                                           $         1,882   $         2,015    $         5,874    $         6,079
                                                          -------------     -------------      -------------      -------------

Costs and expenses:
   Direct container expenses                                        195               468                879              1,611
   Bad debt expense (benefit)                                         7                29                (15)               109
   Depreciation                                                     655               751              2,005              2,337
   Write-down of containers (note 5)                                 53                40                201                296
   Professional fees                                                 17                31                 58                 53
   Management fees to affiliates (note 2)                           193               204                601                614
   General and administrative costs to
     affiliates (note 2)                                            100                82                289                326
   Other general and administrative costs                            22                28                 68                 76
                                                          -------------     -------------      -------------      -------------

                                                                  1,242             1,633              4,086              5,422
                                                          -------------     -------------      -------------      -------------

    Income from operations                                          640               382              1,788                657
                                                          -------------     -------------      -------------      -------------

Other income (expense):
    Interest income                                                  31                23                100                 74
    Gain (loss) on sale of containers (note 5)                        2              (107)                95               (281)
                                                          -------------     -------------      -------------      -------------

                                                                     33               (84)               195               (207)
                                                          -------------    --------------      -------------      -------------

    Net earnings                                        $           673   $           298    $         1,983    $           450
                                                          =============     =============      =============      =============

Allocation of net earnings (note 2):
   General partners                                     $            16   $            16    $            47    $            47
   Limited partners                                                 657               282              1,936                403
                                                          -------------     -------------      -------------      -------------

                                                        $           673   $           298    $         1,983    $           450
                                                          =============     =============      =============      =============
Limited partners' per unit share
   of net earnings                                      $          0.18   $          0.08    $          0.52    $          0.11
                                                          =============     =============      =============      =============

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

Weighted average number of limited
   partnership units outstanding                              3,698,748         3,712,328          3,707,134          3,712,461
                                                          =============     =============      =============      =============


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, 2000 and 1999
(Amounts in thousands)
(unaudited)
----------------------------------------------------------------------------------------------------------------

                                                                           Partners' Capital
                                                    ------------------------------------------------------------
                                                       General                Limited                  Total
                                                    -------------         ---------------         --------------
<S>                                                     <C>                   <C>                     <C>

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
                                                     ============          ==============          =============

Balances at January 1, 2000                         $          -          $       32,504         $       32,504

Distributions                                                (47)                 (4,450)                (4,497)

Redemptions (note 6)                                           -                     (92)                   (92)

Net earnings                                                  47                   1,936                  1,983
                                                     ------------          --------------          -------------

Balances at September 30, 2000                      $          -          $       29,898         $       29,898
                                                     ============          ==============          =============


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, 2000 and 1999
(Amounts in thousands)
(unaudited)
----------------------------------------------------------------------------------------------------------------------
                                                                                            2000             1999
                                                                                      ---------------   --------------
<S>                                                                                       <C>                <C>

Cash flows from operating activities:
   Net earnings                                                                       $        1,983    $         450
   Adjustments to reconcile net earnings to
     net cash provided by operating activities:
        Depreciation                                                                           2,005            2,337
        Write-down of containers (note 5)                                                        201              296
        (Decrease) increase in allowance for doubtful accounts                                   (44)              76
        (Gain) loss on sale of containers                                                        (95)             281
        Decrease (increase) in assets:
           Net investment in direct finance leases                                               206              179
           Accounts receivable                                                                   456              199
           Due from affiliates, net                                                               11              (66)
           Prepaid expenses                                                                       11               16
        (Decrease) increase in liabilities:
           Accounts payable and accrued liabilities                                               (8)              25
           Accrued recovery costs                                                                 11               21
           Damage protection plan costs                                                         (105)              37
           Warranty claims                                                                      (160)            (160)
                                                                                       -------------     -------------


              Net cash provided by operating activities                                        4,472            3,691
                                                                                       -------------     -------------

Cash flows from investing activities:
   Proceeds from sale of containers                                                            1,683            2,280
   Container purchases                                                                        (1,470)          (1,300)
                                                                                       --------------    -------------

              Net cash provided by investing activities                                          213              980
                                                                                       --------------    -------------

Cash flows from financing activities:
   Redemptions of limited partnership units                                                      (92)             (18)
   Distributions to partners                                                                  (4,500)          (4,502)
                                                                                       --------------    -------------

              Net cash used in financing activities                                           (4,592)          (4,520)
                                                                                       --------------    -------------

Net increase in cash                                                                              93              151

Cash at beginning of period                                                                    2,018            1,752
                                                                                       --------------    -------------

Cash at end of period                                                                 $        2,111    $       1,903
                                                                                       ==============    =============


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, 2000 and 1999
(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, 2000 and 1999,  and  December  31, 1999 and 1998,
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, 2000 and 1999.

                                                              Sept. 30       Dec. 31         Sept. 30        Dec. 31
                                                                2000           1999            1999            1998
                                                            ----------      ----------       ----------      --------
<S>                                                              <C>            <C>            <C>              <C>

Container purchases included in:
     Due to affiliates..............................             $   -         $   -            $  1           $  34
     Container purchases payable....................               756           243             554               -

Distributions to partners included in:
     Due to affiliates..............................                 4             6               6               6
     Deferred quarterly distributions...............                68            69              68              68

Proceeds from sale of containers included in:
     Due from affiliates............................               240           367             418             489

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, 2000 and 1999.


                                                                                                2000            1999
                                                                                                ----            ----

Container purchases recorded......................................................            $1,983          $1,821
Container purchases paid..........................................................             1,470           1,300

Distributions to partners declared................................................             4,497           4,502
Distributions to partners paid....................................................             4,500           4,502

Proceeds from sale of containers recorded.........................................             1,556           2,209
Proceeds from sale of containers received.........................................             1,683           2,280

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, 2000 and 1999
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
--------------------------------------------------------------------------------

Note 1.   General

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

      The accompanying  interim comparative  financial  statements have not been
      audited by an independent  public  accountant.  However,  all  adjustments
      (which  were only  normal and  recurring  adjustments),  which are, in the
      opinion of management,  necessary to fairly present the financial position
      of the Partnership as of September 30, 2000 and December 31, 1999, and the
      results of its operations, changes in partners' capital and cash flows for
      the nine-month periods ended September 30, 2000 and 1999, 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, 1999,
      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.

Note 2.    Transactions with Affiliates

      Textainer  Financial  Services  Corporation  (TFS) is the managing general
      partner of the Partnership  and is a wholly-owned  subsidiary of Textainer
      Capital Corporation (TCC).  Textainer  Equipment  Management Limited (TEM)
      and  Textainer   Limited  (TL)  are  associate  general  partners  of  the
      Partnership.  The  managing  general  partner  and the  associate  general
      partners  are  collectively  referred to as the General  Partners  and are
      commonly  owned by Textainer  Group Holdings  Limited  (TGH).  The General
      Partners  also act in this capacity for other  limited  partnerships.  The
      General Partners manage and control the affairs of the Partnership.

      In accordance with the Partnership Agreement,  sections 3.08 through 3.12,
      net earnings or losses and distributions are generally allocated 1% to the
      General  Partners and 99% to the Limited  Partners.  If the  allocation of
      distributions exceeds the allocation of net earnings and creates a deficit
      in the  General  Partners'  aggregate  capital  account,  the  Partnership
      Agreement  provides for a special  allocation of gross income equal to the
      amount of the deficit to be made to the General Partners.

      As part of the operation of the Partnership,  the Partnership is to pay to
      the General Partners,  an acquisition fee, an equipment management fee, an
      incentive management fee and an equipment  liquidation fee. These fees are
      for various services  provided in connection with the  administration  and
      management of the Partnership.  The Partnership capitalized $94 and $87 of
      acquisition  fees as part of container  rental  equipment costs during the
      nine-month  periods ended September 30, 2000 and 1999,  respectively.  The
      Partnership incurred $62 and $187 of incentive management fees during both
      the three and  nine-month  periods  ended  September 30, 2000 and 1999. 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, 2000 and December 31, 1999.

      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  $131 and $414 for the three and  nine-month  periods
      ended September 30, 2000,  respectively,  and $141 and $427, respectively,
      for the comparable  periods in 1999. 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.
<PAGE>

      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 and
      nine-month periods ended September 30, 2000 and 1999 were as follows:


                                        Three months               Nine months
                                       ended Sept. 30,           ended Sept. 30,
                                       ---------------           ---------------
                                       2000       1999           2000       1999
                                       ----       ----           ----       ----

      Salaries                         $ 49       $ 48           $149       $178
       Other                             51         34            140        148
                                        ---        ---            ---        ---
        Total general and
          administrative costs         $100       $ 82           $289       $326
                                        ===        ===            ===        ===

      TEM allocates these general and administrative costs based on the ratio of
      the  Partnership's  interest  in  the  managed  containers  to  the  total
      container  fleet  managed by TEM during the period.  TFS  allocates  these
      costs  based on the  ratio of the  Partnership's  containers  to the total
      container  fleet of all limited  partnerships  managed by TFS. The General
      Partners allocated the following general and  administrative  costs to the
      Partnership  during the three and nine-month  periods ended  September 30,
      2000 and 1999:


                                     Three months                  Nine months
                                    ended Sept. 30,              ended Sept. 30,
                                   ----------------              ---------------
                                   2000        1999              2000       1999
                                   ----        ----              ----       ----

      TEM                          $ 83        $ 72              $244       $290
      TFS                            17          10                45         36
                                    ---         ---               ---        ---
      Total general and
        administrative costs       $100        $ 82              $289       $326
                                    ===         ===               ===        ===

      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, 2000 and December 31, 1999, due from  affiliates,  net is
      comprised of:

                                                          2000              1999
                                                          ----              ----
      Due from affiliates:
          Due from TEM.............................       $416              $529
                                                           ---               ---

      Due to affiliates:
          Due to TFS...............................         25                23
          Due to TL................................          1                 1
          Due to TCC...............................         27                 6
                                                           ---               ---
                                                            53                30
                                                           ---               ---

      Due from affiliates, net                            $363              $499
                                                           ===               ===

      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.
<PAGE>

Note 3.   Rentals Under Long-Term Operating Leases

      The following are the future rent receivables  under cancelable  long-term
      operating leases at September 30, 2000.  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:

      2001.............................................                   $  956
      2002.............................................                      680
      2003.............................................                      606
      2004.............................................                      506
      2005.............................................                      484
                                                                           -----

      Total future rentals receivable..................                   $3,232
                                                                           =====

Note 4.   Direct Finance Leases

      The  Partnership  has leased  containers  under direct finance leases with
      terms ranging from two to five years. The components of the net investment
      in direct  finance  leases at September 30, 2000 and December 31, 1999 are
      as follows:

                                                         2000              1999
                                                         ----              ----

      Future minimum lease payments receivable.......    $170              $353
      Residual value.................................       2                 3
      Less:  unearned income.........................     (19)              (41)
                                                          ---               ---

      Net investment in direct finance leases........    $153              $315
                                                          ===               ===


      The following is a schedule by year of minimum lease  payments  receivable
      under the direct finance leases as of September 30, 2000:

      Year ending September 30:

      2001...............................................          $ 83
      2002...............................................            40
      2003...............................................            27
      2004...............................................            18
      2005...............................................             2
                                                                    ---

      Total minimum lease payments receivable............          $170
                                                                    ===

      Rental income for the three and  nine-month  periods  ended  September 30,
      2000 and 1999 includes $8 and $19 and $28 and $65, respectively, of income
      from direct finance leases.


Note 5. Container Rental Equipment Write-Down

      New container  prices steadily  declined from 1995 through 1999.  Although
      container prices increased in 2000, the cost of new containers at year-end
      1998,  during 1999 and the first three quarters of 2000 was  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 September 30, 2000 and 1999 for containers
      to be held  for  continued  use and  determined  that a  reduction  to the
      carrying value of these containers was not required.  The Partnership also
      evaluated  the   recoverability  of  the  recorded  amount  of  containers
      identified for sale in the ordinary course of business and determined that
      a reduction to the carrying value of these  containers  was required.  The
      Partnership  wrote down the value of these  containers to their  estimated
      fair value, which was based on recent sales prices less cost to sell.

      During the nine-month  period ended  September 30, 2000,  the  Partnership
      recorded a write-down of $201 on 498  containers  identified  for sale and
      sold 545 previously  written-down  containers for a loss of $9. During the
      nine-month  period ended  September 30, 1999, the  Partnership  recorded a
      write-down  of $296 on 810  containers  identified  for  sale and sold 971
      previously  written down  containers  for a loss of $61.  The  Partnership
      incurred losses on the sale of some containers previously  written-down as
      the actual sales prices  received on these  containers were lower than the
      estimates used for the write-downs,  primarily due to unexpected  declines
      in container sales prices.  Additionally,  the Partnership recorded a gain
      of $104  and a loss of $220 on the  sale of  containers  that had not been
      written-down  during the  nine-months  ended  September 30, 2000 and 1999,
      respectively.

      If more  containers are  subsequently  identified for sale or if container
      sales prices decline, the Partnership may incur additional  write-downs on
      containers  and/or  may  incur  losses  on the  sale  of  containers.  The
      Partnership  cautions  that a  write-down  of container  rental  equipment
      and/or an  increase  in its  depreciation  rate may be  required in future
      periods for some or all of its container rental equipment.

 <TABLE>
<CAPTION>

Note 6.   Redemptions

      The following  redemptions were consummated by the Partnership  during the
      nine-month periods ended September 30, 2000 and 1999:

                                                              Units            Average
                                                            Redeemed       Redemption Price       Amount Paid
                                                            ---------      -----------------      ------------
     <S>                                                      <C>                <C>                   <C>
      Total Partnership redemption as of
        December 31, 1998.......................               35,472             $10.85             $  385
      Quarter ended:
           March 31, 1999.......................                2,000             $ 8.50                 17
           September 30, 1999...................                  200             $ 6.39                  1
                                                               ------                                  ----

      Partnership through September 30, 1999....               37,672             $10.70             $  403
                                                               ======                                  ====



      Total Partnership redemption as of
        December 31, 1999.......................               37,672             $10.70             $  403
      Quarter ended:
            March 31, 2000......................                1,000             $ 7.00                  7
            September 30, 2000..................               12,579             $ 6.75                 85
                                                               ------                                  ----

      Partnership through  September 30, 2000...               51,251             $ 9.66             $  495
                                                               ======                                  ====


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

<PAGE>

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

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

The Financial  Statements contain  information,  which will assist in evaluating
the  financial  condition  of  the  Partnership  as of and  for  the  three  and
nine-month  periods  ended  September  30,  2000 and 1999.  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,
2000, the  Partnership  redeemed  13,579 units for a total dollar amount of $92.
The Partnership used cash flow from operations to pay for the redeemed units.

The Partnership invests working capital,  cash flow from operations prior to its
distribution  to the partners and sales proceeds from container  sales that have
not been used to purchase  containers in  short-term,  liquid  investments.  The
Partnership's  cash is  affected  by  cash  provided  by or  used in  operating,
investing and financing  activities.  These  activities  are discussed in detail
below.

Limited partners are currently receiving monthly  distributions in an annualized
amount equal to 8% of their original  investment.  During the nine-month  period
ended September 30, 2000, the Partnership declared cash distributions to limited
partners  pertaining to the period from December 1999 through August 2000 in the
amount of $4,450. On a GAAP basis, $2,514 of these distributions was a return of
capital and the balance was from net earnings.  On a cash basis, $4,380 of these
distributions were from current year operating  activities and the remainder was
from cash provided by previous years'  operations that had not been  distributed
or used to purchase  containers or redeem units.  Distributions  in future years
may be greater than cash  provided by  operations  and, in this event,  would be
made from any remaining  undistributed  cash from previous years' operations and
then from proceeds from  container  sales.  The portion of future  distributions
made from  proceeds  from  container  sales  would be a return of  capital.  Any
decision to  distribute  proceeds from  container  sales in future years will be
based on the Partnership's age (in the context of the Partnership's  finite-life
and eventual termination) and existing market conditions.

At  September  30,  2000,  the   Partnership  had  no  commitments  to  purchase
containers.

Net cash  provided by operating  activities  for the  nine-month  periods  ended
September 30, 2000 and 1999, was $4,472 and $3,691,  respectively.  The increase
of $781,  or 21%, was  primarily  attributed  to the  increase in net  earnings,
adjusted for non-cash transactions,  and to fluctuations in accounts receivable,
offset by  fluctuations in accrued damage  protection plan costs.  Net earnings,
adjusted for non-cash  transactions,  increased primarily due to the decrease in
direct  container  expenses,  which are  discussed  more  fully in  "Results  of
Operations".  The  decrease  in accounts  receivable  of $456 for the nine month
period ended  September 30, 2000 was primarily due to the decline in the average
collection period of accounts receivable.  The decline in accounts receivable of
$199 for the  comparable  period in 1999 was  primarily  due to the  decline  in
rental income.  The decrease in accrued damage  protection plan costs during the
nine month period ended  September  30, 2000 was primarily due to the decline in
the number of units covered under the damage protection plan.

For the nine-month  periods ended September 30, 2000 and 1999, net cash provided
by investing activities (the purchase and sale of containers) was $213 and $980,
respectively.  The  decrease  of $767 was due to the  increase  in cash used for
container  purchases and a decrease in proceeds from container sales.  Cash used
for container purchases  increased  primarily as the Partnership  purchased more
containers  in the  nine-month  period ended  September 30, 2000 compared to the
same  period in 1999.  The  fluctuation  in  container  purchases  reflects  the
reinvestment  of a portion of proceeds  from recent  container  sales  described
below.  The current  decrease in proceeds from container sales was primarily due
to the Partnership  selling fewer containers than in 1999. While the Partnership
continued to sell  containers  in low demand  locations  (described  below under
"Results  of  Operations"),  there  were fewer low  demand  locations  and fewer
containers in these locations,  primarily as a result of previous sales efforts,
which resulted in the decline in the number of containers sold. The sales prices
received on container sales was comparable for both periods, however these sales
prices are lower than sales  prices  received in  previous  years as a result of
current  market  conditions,  which have  adversely  affected  the value of used
containers.  Until  conditions  improve  in  these  low  demand  locations,  the
Partnership plans to continue to sell some of its containers in these locations.
The amount of these  sales  proceeds  will affect how much the  Partnership  can
reinvest in new containers.

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

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

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, 2000 and 1999,
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:

                                                                2000        1999
                                                               ----        ----
                 Beginning container fleet...............     14,269      16,281
                 Ending container fleet..................     13,720      15,053
                 Average container fleet.................     13,995      15,667

The decline in the average  container  fleet of 11% from the  nine-month  period
ended  September 30, 1999 to the comparable  period ended September 30, 2000 was
due to the  Partnership  having sold more  containers  than it  purchased  since
September 30, 1999.  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
unlikely 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 81% and 72% on average during the nine-month
periods ended  September 30, 2000 and 1999,  respectively.  In addition,  rental
income is affected  by daily  rental  rates,  which have  decreased  between the
periods, as described below.

The  following is a comparative  analysis of the results of  operations  for the
nine-month periods ended September 30, 2000 and 1999.

The  Partnership's  income from  operations  for the  nine-month  periods ending
September 30, 2000 and 1999 was $1,788 and $657,  respectively  on rental income
of $5,874 and $6,079,  respectively.  The decrease in rental  income of $205, or
3%, from the nine-month period ended September 30, 1999 to the comparable period
in 2000 was  primarily  attributable  to the  decrease in other  rental  income.
Income from container rentals,  the major component of total revenue,  increased
$43, or 1%, primarily due to an increase in average on-hire  utilization of 13%,
offset by the  decreases in average  container  fleet of 11% and average  rental
rates of 5%.

The  improvement in  utilization  was due to  improvements  in demand for leased
containers and in the trade balance, primarily as a result of the improvement in
certain Asian  economies and a related  increase in exports out of Europe.  This
improvement  in demand,  coupled with container  lessors'  efforts to sell older
containers in low demand locations, has also reduced the container surplus.

However, the trade imbalance between Asia and North America still exists, and as
a consequence,  the build-up of  containers,  primarily on the East Coast of the
United States,  persists.  The Partnership has been unable to reposition a large
number of newer  containers to higher demand  locations in Asia,  due to lack of
available vessel capacity from the United States East Coast ports.

As a result,  the Partnership  continues to sell some containers  located in low
demand  locations.  The  decision  to sell  containers  is based on the  current
expectation  that the economic  benefit of selling  these  containers is greater
than the estimated  economic benefit of continuing to own these containers.  The
majority of the containers sold during 1999 and 2000 were older containers.  The
expected  economic  benefit of  continuing  to own these  older  containers  was
significantly less than that of newer containers  primarily due to their shorter
remaining marine life, the cost to reposition containers and the shipping lines'
preference for leasing newer containers when they are available.

Once the decision had been made to sell  containers,  if the book value of these
containers was greater than the estimated fair value, 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  during 1999,  the actual sales prices  received on some
containers were lower than the estimates used for the  write-down,  resulting in
the  Partnership  incurring  losses  upon the sale of some of these  containers.
Until the trade balance between Asia and North America improves, the Partnership
may incur  further  write-downs  and/or  losses on the sale of such  containers.
Should the decline in economic value of continuing to own such  containers  turn
out  to  be  permanent,   the  Partnership  may  be  required  to  increase  its
depreciation rate or write-down the value on some or all of its container rental
equipment.

The decline in the purchase price of new  containers  and the container  surplus
mentioned  above have  resulted in the decline in rental rates in recent  years.
However,  as a result of the improvement in demand and increases in the purchase
price of new  containers,  rental rates have  stabilized  during the first three
quarters of 2000.

The General  Partners are  cautiously  optimistic  that rental rates will remain
stable and the current level of utilization  will be maintained  during 2000 and
may improve if demand for leased  containers  and the trade balance  continue to
improve. However, the General Partners caution that utilization, lease rates and
container sale prices could also decline,  adversely affecting the Partnership's
operating results.

Other rental income consists of other lease-related items, primarily income from
charges to lessees for dropping off containers in surplus locations less credits
granted to lessees for  leasing  containers  from  surplus  locations  (location
income),  income from charges to lessees for handling 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, 2000,  other rental
income was $543,  a decrease  of $248 from the  equivalent  period in 1999.  The
decrease  in other  rental  income  was due to the  decrease  in fleet  size and
additional  decreases in DPP and location income.  The additional decline in DPP
income was primarily due to a decline in the number of containers  covered under
DPP. The further  decline in location income was due to a decrease in charges to
lessees for dropping off containers in certain  locations,  offset by a decrease
in credits granted for picking up containers in surplus locations.

Direct  container  expenses  decreased  $732, or 45% from the nine-month  period
ending  September 30, 1999 to the  equivalent  period in 2000,  primarily due to
decreases  in storage,  DPP and  repositioning  expenses of $306,  $206 and $91,
respectively.  The decrease in these expenses, as well as other direct container
expenses,  was  partially due to the overall  decrease in the average  container
fleet.  Storage expense  further  declined due to the improvement in utilization
noted above and a lower average storage cost per container.  DPP expense further
declined  primarily due to a decrease in the number of containers  covered under
DPP.  Repositioning  expense  further  declined  as there were fewer  containers
repositioned,  offset  by a higher  average  repositioning  cost due to the high
demand for limited vessel capacity noted above.

Bad debt expense  decreased  from an expense of $109 for the  nine-month  period
ended September 30, 1999 to a benefit of $15 for the comparable  period in 2000.
The benefit  recorded for the  nine-month  period ended  September  30, 2000 was
primarily due to an overall lower required reserve at September 30, 2000 than at
December 31, 1999.

Depreciation  expense  decreased $332, or 14%, from the nine-month  period ended
June 30, 1999 to the comparable  period in 2000 primarily due to the decrease in
fleet size.

New  container  prices  steadily  declined  from  1995  through  1999.  Although
container prices increased in 2000, the cost of new containers at year-end 1998,
during 1999 and the first three quarters of 2000 was 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
September  30, 2000 and 1999 for  containers  to be held for  continued  use and
determined  that a reduction to the carrying  value of these  containers was not
required.  The  Partnership  also evaluated the  recoverability  of the recorded
amount of containers  identified for sale in the ordinary course of business and
determined  that a  reduction  to the  carrying  value of these  containers  was
required.  The  Partnership  wrote down the value of these  containers  to their
estimated fair value, which was based on recent sales prices less cost to sell.

During the nine-month period ended September 30, 2000, the Partnership  recorded
a  write-down  of $201 on 498  containers  identified  for  sale  and  sold  545
previously  written-down  containers  for a loss of $9.  During  the  nine-month
period ended September 30, 1999, the  Partnership  recorded a write-down of $296
on 810  containers  identified  for sale and sold 971  previously  written  down
containers  for a loss of $61. The  Partnership  incurred  losses on the sale of
some containers  previously  written-down as the actual sales prices received on
these  containers  were  lower  than the  estimates  used  for the  write-downs,
primarily due to unexpected  declines in container  sales prices.  Additionally,
the  Partnership  recorded  a gain  of $104  and a loss  of $220 on the  sale of
containers that had not been written-down during the nine-months ended September
30, 2000 and 1999, respectively.

If more  containers are  subsequently  identified for sale or if container sales
prices 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 $13, or 2%, from the nine-month  period
ended September 30, 1999 to the comparable  period in 2000, due to a decrease in
equipment  management fees. The decrease in equipment management fees, which are
based  primarily on gross revenue,  resulted from the decrease in rental income.
These fees were  approximately  7% of rental income for both periods.  Incentive
management  fees were  comparable at $187 for both the nine-month  periods ended
September 30, 2000 and 1999.

General and administrative  costs to affiliates  decreased $37, or 11%, from the
nine-month  period ended  September  30, 1999 to the  comparable  period in 2000
primarily due to a decrease in the allocation of overhead costs from TEM, as the
Partnership represented a smaller portion of the total fleet managed by TEM.

Other expense  decreased from an expense of $207 for the nine-month period ended
September  30,  1999 to income of $195 for the  comparable  period in 2000.  The
decrease was primarily due to gain (loss) on sale of containers fluctuating from
a loss of $281 to a gain of $95.

Net earnings per limited partnership unit increased from $0.11 to $0.52 from the
nine-month  period  ended  September  30,  1999  to the  same  period  in  2000,
reflecting the increase in net earnings  allocated to limited partners from $403
to $1,936  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, 2000 and 1999.

The  Partnership's  income from  operations for the  three-month  periods ending
September 30, 2000 and 1999 was $640 and $382,  respectively on rental income of
$1,882 and $2,015,  respectively.  The decrease in rental income of $133, or 7%,
from the three-month period ended September 30, 1999 to the comparable period in
2000 was  attributable  to the  decrease  in other  rental  income.  Income from
container rentals increased $57, or 3%, primarily due to the increase in average
on-hire  utilization of 12%, offset by decreases in the average  container fleet
of 10% and average rental rates of 2%.

For the  three-month  period ended  September 30, 2000,  other rental income was
$94, a decrease of $190 from the equivalent  period in 1999. Other rental income
decreased due to the decrease in fleet size and additional  decreases in DPP and
location income. DPP income further declined  primarily  due to a refund of  $83
to one lessee as a result of the lessee canceling their   DPP  coverage in July,
2000. The Partnership  also recorded a  decrease in  previously  accrued  damage
protection plan  cost related to  units  on lease  to  this  lessee as  a result
of  this cancellation,  resulting in decrease to DPP  expense of  $114. Location
income further  declined  due to an  increase in credits granted to  lessees for
picking up containers   from surplus  locations  and  a  decrease in  charges to
lessees  for dropping  off  containers  in surplus locations.

Direct  container  expenses  decreased $273, or 58% from the three-month  period
ending  September 30, 1999 to the  equivalent  period in 2000,  primarily due to
decreases  in DPP and   storage  expenses  of $149  and  $98,  respectively. The
decrease  in these  expenses, as well  as  other direct container  expenses, was
partially due to the overall  decrease  in  the  average  container  fleet.  DPP
expense further declined  primarily due to the reduction in the DPP reserve as a
result of a  lessee canceling  their  DPP coverage  as described above.  Storage
expense  further declined due to the improvement in utilization noted  above and
a lower average storage cost per container.

Bad debt expense  decreased $22 from the three-month  period ended September 30,
1999 to the  comparable  period in 2000,  primarily  due to a  smaller  required
increase to bad debt reserve during the  three-month  period ended September 30,
2000 than in the same period in 1999.

Depreciation  expense  decreased $96, or 13%, from the three-month  period ended
September  30,  1999  to the  comparable  period  in 2000  primarily  due to the
decrease in fleet size.

During  the  three-month   periods  ended  September  30,  2000  and  1999,  the
Partnership  recorded  write-downs  of $53 and $40,  respectively  on containers
identified  for sale. The increase in the write-down of $13 was primarily due to
more containers being identified as for sale and requiring a reserve.

Management fees to affiliates  decreased $11, or 5%, from the three-month period
ended September 30, 1999 to the comparable  period in 2000. The decrease was due
to the decrease in equipment management fees, which decreased as a result of the
decline in rental income.  These fees were approximately 7% of rental income for
both  periods.  Incentive  management  fees were  comparable at $62 for both the
three-month periods ended September 30, 2000 and 1999.

General and administrative  costs to affiliates  increased $18, or 22%, from the
three-month  period ended  September 30, 1999 to the  comparable  period in 2000
primarily due to an increase in the  allocation  of overhead  costs from TEM and
TCC resulting from an increase in allocable costs.

Other expense decreased from an expense of $84 for the three-month  period ended
September  30,  1999 to income  of $33 for the  comparable  period in 2000.  The
decrease was primarily due to gain (loss) on sale of containers fluctuating from
a loss of $107 to a gain of $2.

Net earnings per limited partnership unit increased from $0.08 to $0.18 from the
three-month  period  ended  September  30,  1999 to the  same  period  in  2000,
reflecting the increase in net earnings  allocated to limited partners from $282
to $657,  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, 2000,  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.


Forward Looking Statements

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

                           SIGNATURES


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


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

                           By Textainer Financial Services Corporation
                           The Managing General Partner



                           By _______________________________
                              Ernest J. Furtado
                              Senior Vice President


Date: November 10, 2000


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


Signature                                Title                                          Date

<S>                                      <C>                                              <C>

________________________                 Senior Vice President,                         November 10, 2000
Ernest J. Furtado                        (Principal Financial and
                                         Accounting Officer) and
                                         Secretary




________________________                 President (Principal Executive                 November 10, 2000
John A. Maccarone                        Officer)

</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                   SIGNATURES


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


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

                                By Textainer Financial Services Corporation
                                The Managing General Partner



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


Date: November 10, 2000

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


Signature                                Title                                          Date

<S>                                     <C>                                             <C>


/s/Ernest J. Furtado
___________________________             Senior Vice President,                         November 10, 2000
Ernest J. Furtado                       (Principal Financial and
                                        Accounting Officer) and
                                        Secretary



/s/John A. Maccarone                    President (Principal Executive                 November 10, 2000
___________________________             Officer)
John A. Maccarone


</TABLE>