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


May 9, 2002


Securities and Exchange Commission
Washington, DC  20549

Ladies and Gentlemen:

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  we are
submitting  herewith for filing on behalf of Textainer Equipment Income Fund II,
L.P. (the "Partnership") the Partnership's Quarterly Report on Form 10-Q for the
First Quarter ended March 31, 2002.

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

Sincerely,

Nadine Forsman
Controller
<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549



                                    FORM 10-Q



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


                  For the quarterly period ended March 31, 2002


                         Commission file number 0-19145


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


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

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

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


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

                                 Yes [X] No [ ]

<PAGE>

<TABLE>
<CAPTION>

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

Quarterly Report on Form 10-Q for the
Quarter Ended March 31, 2002

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



                                                                                                      Page
<S>                                                                                                    <C>

Item 1.   Financial Statements

          Balance Sheets - March 31, 2002
          and December 31, 2001 (unaudited).......................................................       3



          Statements of Operations for the three months
          ended March 31, 2002 and 2001 (unaudited)...............................................       4



          Statements of Partners' Capital for the three months
          ended March 31, 2002 and 2001 (unaudited)...............................................       5



          Statements of Cash Flows for the three months
          ended March 31, 2002 and 2001 (unaudited)...............................................       6



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



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


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

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

Balance Sheets

March 31, 2002 and December 31, 2001
(Amounts in thousands)
(unaudited)
------------------------------------------------------------------------------------------------------------------


                                                                                 2002                   2001
                                                                           ----------------       ----------------
<S>                                                                              <C>                      <C>
Assets
Container rental equipment, net of accumulated
    depreciation of $15,490 (2001: $16,028) (note 5)                       $        19,945        $        21,072
Cash                                                                                   361                    266
Net investment in direct finance leases (note 4)                                        89                     99
Accounts receivable, net of allowance for doubtful
     accounts of $129 (2001: $114)                                                     897                  1,069
Due from affiliates, net (note 2)                                                       72                    155
Prepaid expenses                                                                         7                     10
                                                                           ----------------       ----------------


                                                                           $        21,371        $        22,671
                                                                           ================       ================
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                        $           210        $           200
   Accrued liabilities                                                                 100                     94
   Accrued damage protection plan costs                                                105                    107
   Accrued recovery costs                                                                9                     93
   Deferred quarterly distributions                                                     26                     61
   Deferred damage protection plan revenue                                              66                     72
                                                                           ----------------       ----------------

      Total liabilities                                                                516                    627
                                                                           ----------------       ----------------

Partners' capital:
   General partners                                                                      -                      -
   Limited partners                                                                 20,855                 22,044
                                                                           ----------------       ----------------

      Total partners' capital                                                       20,855                 22,044
                                                                           ----------------       ----------------


                                                                           $        21,371        $        22,671
                                                                           ================       ================


See accompanying notes to financial statements
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


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

    Statements of Operations

    For the three months ended March 31, 2002 and 2001
    (Amounts in thousands except for unit and per unit amounts)
    (unaudited)
    ---------------------------------------------------------------------------------------------------------

                                                                               2002                 2001
                                                                         ----------------     ---------------
<S>                                                                             <C>                 <C>
    Rental income                                                        $         1,136      $        1,708
                                                                         ----------------     ---------------

    Costs and expenses:
       Direct container expenses                                                     329                 487
       Bad debt expense (benefit)                                                     20                 (13)
       Depreciation                                                                  520                 629
       Write-down of containers (note 5)                                             149                  35
       Professional fees                                                              10                   9
       Management fees to affiliates (note 2)                                        103                 177
       General and administrative costs to affiliates (note 2)                        66                  84
       Other general and administrative costs                                         41                  23
       Loss on sale of containers                                                     36                  20
                                                                         ----------------     ---------------

                                                                                   1,274               1,451
                                                                         ----------------     ---------------

       (Loss) income from operations                                                (138)                257
                                                                         ----------------     ---------------

    Other  income:
       Interest income                                                                 1                  25
                                                                         ----------------     ---------------

                                                                                       1                  25
                                                                         ----------------     ---------------

       Net (loss) earnings                                               $          (137)     $          282
                                                                         ================     ===============

    Allocation of net (loss) earnings (note 2):
       General partners                                                  $             9      $           16
       Limited partners                                                             (146)                266
                                                                         ----------------     ---------------

                                                                         $          (137)     $          282
                                                                         ================     ===============

    Limited partners' per unit share
       of net (loss) earnings                                            $         (0.04)     $         0.07
                                                                         ================     ===============

    Limited partners' per unit share
       of distributions                                                  $          0.25      $         0.40
                                                                         ================     ===============

    Weighted average number of limited
       partnership units outstanding                                           3,654,413           3,692,962
                                                                         ================     ===============


    See accompanying notes to financial statements

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

Statements of Partners' Capital

For the three months ended March 31, 2002 and 2001
(Amounts in thousands)
(unaudited)
-------------------------------------------------------------------------------------------------------------

                                                                         Partners' Capital
                                                    ---------------------------------------------------------
                                                       General               Limited                Total
                                                    -------------         -------------         -------------
<S>                                                      <C>                    <C>                  <C>
Balances at January 1, 2001                         $          -          $     28,967          $     28,967

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

Redemptions (note 6)                                           -                   (20)                  (20)

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

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

Balances at January 1, 2002                         $          -          $     22,044          $     22,044

Distributions                                                 (9)                 (917)                 (926)

Redemptions (note 6)                                           -                  (126)                 (126)

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

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


See accompanying notes to financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

Statements of Cash Flows

For the three months ended March 31, 2002 and 2001
(Amounts in thousands)
(unaudited)
-----------------------------------------------------------------------------------------------------------------

                                                                                      2002              2001
                                                                                   -----------       -----------
<S>                                                                                    <C>               <C>
Cash flows from operating activities:
   Net (loss) earnings                                                             $     (137)       $      282
   Adjustments to reconcile net (loss) earnings to
     net cash provided by operating activities:
        Depreciation                                                                      520               629
        Write-down of containers (note 5)                                                 149                35
        Increase (decrease) in allowance for doubtful accounts                             15               (82)
        Loss on sale of containers                                                         36                20
        (Increase) decrease in assets:
           Net investment in direct finance leases                                         11                20
           Accounts receivable                                                            157               285
           Due from affiliates, net                                                        49                26
           Prepaid expenses                                                                 3                 3
         Increase (decrease) in liabilities:
           Accounts payable and accrued liabilities                                        16               (11)
           Accrued damage protection plan costs                                            (2)               (6)
           Accrued recovery costs                                                         (84)                6
           Deferred damage protection plan revenue                                         (6)                -
                                                                                   -----------       -----------


              Net cash provided by operating activities                                   727             1,207
                                                                                   -----------       -----------

Cash flows from investing activities:
   Proceeds from sale of containers                                                       455               436
   Container purchases                                                                      -               (82)
                                                                                   -----------       -----------

              Net cash provided by investing activities                                   455               354
                                                                                   -----------       -----------

Cash flows from financing activities:
   Redemptions of limited partnership units                                              (126)              (20)
   Distributions to partners                                                             (961)           (1,495)
                                                                                   -----------       -----------

              Net cash used in financing activities                                    (1,087)           (1,515)
                                                                                   -----------       -----------

Net increase in cash                                                                       95                46

Cash at beginning of period                                                               266             1,652
                                                                                   -----------       -----------

Cash at end of period                                                              $      361        $    1,698
                                                                                   ===========       ===========


See accompanying notes to financial statements

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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

Statements Of Cash Flows--Continued

For the three-months ended March 31, 2002 and 2001
(Amounts in thousands)
(unaudited)
--------------------------------------------------------------------------------

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of container purchases, distributions
to partners,  and proceeds  from sale of  containers  which had not been paid or
received  as of March  31,  2002 and  2001,  and  December  31,  2001 and  2000,
resulting in  differences  in amounts  recorded and amounts of cash disbursed or
received by the  Partnership,  as shown in the  Statements of Cash Flows for the
three-month periods ended March 31, 2002 and 2001.

                                                               Mar. 31        Dec. 31        Mar. 31         Dec. 31
                                                                2002           2001           2001             2000
                                                             -----------    -----------    -----------      ----------
<S>                                                               <C>           <C>             <C>             <C>
Container purchases included in:
     Due to affiliates..............................            $  -           $  -            $ 11           $  -
     Container purchases payable....................               -              -             221             88

Distributions to partners included in:
     Due to affiliates..............................               2              2               6              6
     Deferred quarterly distributions...............              26             61              65             66

Proceeds from sale of containers included in:
     Due from affiliates............................             210            244             186            279

The following table summarizes the amounts of container purchases, distributions
to partners and proceeds from sale of containers recorded by the Partnership and
the amounts  paid or received as shown in the  Statements  of Cash Flows for the
three-month periods ended March 31, 2002 and 2001.


                                                                                               2002           2001
                                                                                               ----           ----

Container purchases recorded....................................................               $  -         $  226
Container purchases paid........................................................                  -             82

Distributions to partners declared..............................................                926          1,494
Distributions to partners paid..................................................                961          1,495

Proceeds from sale of containers recorded.......................................                421            343
Proceeds from sale of containers received.......................................                455            436

The  Partnership  has  entered  into direct  finance  leases,  resulting  in the
transfer of containers  from  container  rental  equipment to net  investment in
direct finance leases.  The carrying value of containers  transferred during the
three-month periods ended March 31, 2002 and 2001 was $1 and $3, respectively.


See accompanying notes to financial statements
</TABLE>

<PAGE>

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

Notes To Financial Statements

For the three months ended March 31, 2002 and 2001
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
--------------------------------------------------------------------------------

Note 1  General

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

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

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

     The accompanying  interim  comparative  financial  statements have not been
     audited by an  independent  public  accountant.  However,  all  adjustments
     (which  were only  normal and  recurring  adjustments),  which are,  in the
     opinion of management,  necessary to fairly present the financial  position
     of the  Partnership  as of March 31, 2002 and December  31,  2001,  and the
     results of its operations,  changes in partners' capital and cash flows for
     the three-month periods ended March 31, 2002 and 2001, have been made.

     The financial  information  presented  herein should be read in conjunction
     with the audited financial  statements and the accompanying  notes included
     in the Partnership's  audited  financial  statements as of and for the year
     ended December 31, 2001, in the Annual Report filed on Form 10-K.

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

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

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

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

     The Partnership depreciates its container rental equipment based on certain
     estimates related to the container's  useful life and salvage value.  These
     estimates  are based  upon  assumptions  about  future  demand  for  leased
     containers  and the  estimated  sales  price at the end of the  container's
     useful  life.  If  these  estimates  were  subsequently  revised  based  on
     permanent  changes in the container  leasing market,  the Partnership would
     revise its depreciation policy.

     Additionally,  the  recoverability of the recorded amounts of containers is
     evaluated to ensure that the recorded  amount does not exceed the estimated
     fair value of the containers.  If it is determined that the recorded amount
     exceeds the estimated fair value, the Partnership  writes down the value of
     those containers.  In determining the estimated fair value, assumptions are
     made regarding future demand and market conditions for leased containers as
     well as for used  containers and the sales prices for used  containers.  If
     actual market  conditions  are less  favorable  than those  projected or if
     actual  sales  prices are lower than those  estimated  by the  Partnership,
     additional write-downs may be required.

     In August 2001, the Financial  Accounting  Standards Board issued Statement
     of  Financial  Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for
     Impairment or Disposal of Long-Lived  Assets." SFAS No. 144 supercedes SFAS
     No. 121, "Accounting for the Impairment of Long-Lived Assets to be Disposed
     of," and elements of Accounting Principles Board Opinion 30, "Reporting the
     Results of Operations - Reporting the Effects on Disposal of a Segment of a
     Business and  Extraordinary,  Unusual or Infrequently  Occurring Events and
     Transactions."

     SFAS No. 144 establishes a single-accounting model for long-lived assets to
     be  disposed  of  while  maintaining  many of the  provisions  relating  to
     impairment testing and valuation. The Partnership adopted this Statement on
     January  1,  2002 and  there was no  material  impact on the  Partnership's
     financial condition, operating results or cash flow.

     Certain  reclassifications,  not affecting net earnings,  have been made to
     prior year  amounts in order to  conform  to the 2002  financial  statement
     presentation.

Note 2.  Transactions with Affiliates

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

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

     As part of the operation of the  Partnership,  the Partnership is to pay to
     the General  Partners an acquisition  fee, an equipment  management fee, an
     incentive  management fee and an equipment  liquidation fee. These fees are
     for various  services  provided in connection with the  administration  and
     management of the Partnership. No acquisition fees were incurred during the
     three-month period ended March 31, 2002. The Partnership capitalized $11 of
     acquisition  fees as part of container  rental  equipment  costs during the
     three-month period ended March 31, 2001. For the three-month  periods ended
     March 31, 2002 and 2001 the  Partnership  incurred $24 and $62 of incentive
     management  fees,  respectively.  There were no equipment  liquidation fees
     incurred during these periods.

     The  Partnership's  container  fleet  is  managed  by TEM.  In its  role as
     manager,  TEM has  authority  to acquire,  hold,  manage,  lease,  sell and
     dispose of the  Partnership's  containers.  TEM holds,  for the  payment of
     direct operating  expenses,  a reserve of cash that has been collected from
     leasing  operations;  such cash is included in due from affiliates,  net at
     March 31, 2002 and December 31, 2001.

     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 $79 and $115 for the three-month periods ended March 31,
     2002 and 2001, respectively.

     Certain  indirect  general  and  administrative  costs  such  as  salaries,
     employee   benefits,   taxes  and  insurance  are  incurred  in  performing
     administrative  services  necessary to the  operation  of the  Partnership.
     These  costs  are   incurred   and  paid  by  TFS  and  TEM.   General  and
     administrative  costs allocated to the  Partnership  during the three-month
     periods ended March 31, 2002 and 2001 were as follows:

                                                       2002       2001
                                                       ----       ----

               Salaries                                 $36        $47
               Other                                     30         37
                                                         --         --
                 Total general and
                    administrative costs                $66        $84
                                                         ==         ==

     TEM allocates these general and administrative  costs based on the ratio of
     the Partnership's interest in the managed containers to the total container
     fleet managed by TEM during the period.  TFS allocates these costs based on
     the ratio of the  Partnership's  containers to the total container fleet of
     all limited partnerships managed by TFS. The General Partners allocated the
     following general and  administrative  costs to the Partnership  during the
     three-month periods ended March 31, 2002 and 2001:
<PAGE>

                                                       2002        2001
                                                       ----        ----

               TEM                                      $56         $73
               TFS                                       10          11
                                                         --          --
                 Total general and
                    administrative costs                $66         $84
                                                         ==          ==

     The General Partners were entitled to 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  could
     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.  One or more
     General Partners could have also arranged for the purchase of containers in
     its or their names, and the Partnership  could then have taken title to the
     containers by paying the seller directly. In addition, the General Partners
     were  entitled  to an  acquisition  fee  for  containers  acquired  by  the
     Partnership under any of these arrangements.

     At March 31,  2002 and  December  31,  2001,  due from  affiliates,  net is
     comprised of:

                                                             2002           2001
                                                             ----           ----
          Due from affiliates:
                 Due from TEM..........................      $100           $192
                                                              ---            ---

          Due to affiliates:
                 Due to TFS............................        24             23
                 Due to TCC............................         4             14
                                                              ---            ---
                                                               28             37
                                                              ---            ---

          Due from affiliates, net                           $ 72           $155
                                                              ===            ===

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


Note 3.  Lease Rental Income

     Leasing income arises principally from the renting of containers to various
     international  shipping lines. Revenue is recorded when earned according to
     the terms of the container rental contracts.  These contracts are typically
     for  terms of five  years or less.  The  following  is the lease mix of the
     on-lease containers (in units) at March 31, 2002 and 2001:

                                                            2002            2001
                                                            ----            ----

              On-lease under master leases                 4,168           6,619
              On-lease under long-term leases              2,592           2,844
                                                           -----           -----

                 Total on-lease containers                 6,760           9,463
                                                           =====           =====

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

     The remaining  containers are off-lease and are being stored primarily at a
     large  number of  storage  depots.  At March 31,  2002,  the  Partnership's
     off-lease containers were located in the following locations:

                America                              1,137
                Europe                                 393
                Asia                                 2,198
                                                     -----

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

     At  March  31,  2002  approximately  13%  of  the  Partnership's  off-lease
     containers had been specifically identified as for sale.

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 March 31, 2002 and  December  31, 2001 are as
     follows:

                                                                2002       2001
                                                                ----       ----

              Future minimum lease payments receivable......    $ 96       $109
              Residual value................................       2          2
              Less:  unearned income........................      (9)       (12)
                                                                  --        ---

              Net investment in direct finance leases.......    $ 89       $ 99
                                                                  ==        ===

     The  following is a schedule by year of minimum lease  payments  receivable
     under the direct finance leases at March 31, 2002:

              Year ending March 31:

              2003...............................................          $ 52
              2004...............................................            35
              2005...............................................             9
                                                                             --


              Total minimum lease payments receivable............          $ 96
                                                                             ==


     Rental  income for the  three-month  periods  ended March 31, 2002 and 2001
     includes $3 and $1 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, these prices declined again in 2001 and
     have remained low during the first  quarter of 2002. As a result,  the cost
     of new containers  purchased in recent years is significantly less than the
     average  cost of  containers  purchased  in prior  years.  The  Partnership
     evaluated the  recoverability  of the recorded  amount of container  rental
     equipment  at  March  31,  2002,  and 2001  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 of sales.  During the  three-month
     periods ended March 31, 2002 and 2001, the Partnership  recorded write-down
     expenses  of  $149  and  $35,  respectively,  on  279  and  111  containers
     identified as for sale and requiring a reserve. At March 31, 2002 and 2001,
     the net book value of the 492 and 223 containers identified as for sale was
     $598 and $277, respectively.

     The Partnership  sold 203 previously  written down containers for a loss of
     $17  during  the  three-month  period  ended  March  31,  2002  and sold 72
     previously  written down containers for a loss of $3 during the same period
     in 2001. The  Partnership  incurred  losses on the sale of some  containers
     previously  written  down as the  actual  sales  prices  received  on these
     containers were lower than the estimates used for the write-downs.

     The  Partnership  also sold  containers  that had not been written down and
     recorded losses of $19 and $17 during the  three-month  periods ended March
     31, 2002 and 2001, respectively.

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

Note 6.  Redemptions

     The following  redemptions were  consummated by the Partnership  during the
     three-month periods ended March 31, 2002 and 2001:

                                                                  Units             Average
                                                                 Redeemed       Redemption Price         Amount Paid
                                                                 --------       ----------------         -----------
<S>                                                                <C>               <C>                     <C>
        Total Partnership redemptions as of
            December 31, 2000.....................                54,194              $9.50                 $ 515
        Quarter ended:
              March 31, 2001......................                 2,843              $7.09                    20
                                                                  ------                                      ---
        Total Partnership redemptions as of
            March 31, 2001........................                57,037              $9.37                 $ 535
                                                                  ======                                      ===

        Total Partnership redemptions as of
            December 31, 2001.....................                71,715              $8.66                 $ 621
        Quarter ended:
              March 31, 2002......................                23,872              $5.28                   126
                                                                  ------                                      ---
        Total Partnership redemptions as of
            March 31, 2002........................                95,587              $7.81                 $ 747
                                                                  ======                                      ===
       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 for the three-month  periods ended March
31, 2002 and 2001. Please refer to the Financial Statements and Notes thereto in
connection with the following discussion.

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

Liquidity and Capital Resources

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

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

To date, the Partnership  has sold  containers  only  gradually,  rather than in
large transactions.

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

The Partnership invests working capital,  cash flow from operating and investing
activities  prior to its  distribution  to the  partners in  short-term,  liquid
investments.  Rental income is the  Partnership's  principal source of liquidity
and provides a major source of funds for  distributions.  Rental income has been
adversely affected by current market conditions for leased containers, and these
market  conditions may continue or worsen.  Market conditions are discussed more
fully in "Results of  Operations."  The  Partnership's  cash is affected by cash
provided by or used in  operating,  investing and  financing  activities.  These
activities are discussed in detail below.

During the  three-month  period ended March 31, 2002, the  Partnership  declared
cash  distributions to limited  partners  pertaining to the period from December
2001 through  February 2002 in the amount of $917, which  represented  $0.25 per
unit. On a cash basis, after paying redemptions, $592 of total distributions was
from  operations,  and the  balance  was a return  of  capital.  On a  financial
statement basis, all of these distributions were a return of capital.

From time to time,  the  Partnership  redeems units from limited  partners for a
specified  redemption  value,  which  is  set  by  formula.  Up  to  2%  of  the
Partnership's outstanding units may be redeemed each year, although the 2% limit
may be exceeded at the Managing General  Partner's  discretion.  All redemptions
are subject to the Managing  General  Partner's  good faith  determination  that
payment for the redeemed units will not (i) cause the Partnership to be taxed as
a  corporation,  (ii) impair the capital or  operations of the  Partnership,  or
(iii) impair the ability of the Partnership to pay  distributions  in accordance
with its  distribution  policy.  During the  three-month  period ended March 31,
2002, the  Partnership  redeemed 23,872 units for a total dollar amount of $126.
The Partnership used cash flow from operations to pay for the redeemed units.

Net cash  provided by operating  activities  for the  three-month  periods ended
March 31, 2002 and 2001,  was $727 and  $1,207,  respectively.  The  decrease of
$480,  or  40%,  was  primarily  attributed  to the  fluctuation  in net  (loss)
earnings,  adjusted for non-cash  transactions,  and the  fluctuations  in gross
accounts  receivable  and accrued  recovery  costs.  Net earnings,  adjusted for
non-cash transactions, decreased primarily due to the decrease in rental income,
which is discussed more fully in "Results of  Operations."  The decrease of $157
in gross accounts  receivable during the three-month period ended March 31, 2002
was primarily due to a decrease in rental  income,  offset by an increase in the
average collection period of accounts receivable. The decrease in gross accounts
receivable  of $285  during  the same  period in 2001 was  primarily  due to the
decrease in rental income and the decrease in the average  collection  period of
accounts  receivable.  The decrease in accrued  recovery costs of $84 during the
three-month  period ended March 31, 2002 was primarily due to an adjustment made
to  eliminate  the reserve for certain  containers  that were  determined  to be
unrecoverable.

For the  three-month  periods ended March 31, 2002 and 2001 net cash provided by
investing  activities  (the purchase and sale of containers)  was $455 and $354,
respectively.  The  increase of $101 was  primarily  due to the decrease in cash
used for container purchases of $82. Cash used for container purchases decreased
as the Partnership  did not purchase  containers  during the three-month  period
ended March 31, 2002 as it is now in its liquidation  phase, as discussed above.
The  Partnership  continued to sell containers  located in low demand  locations
during the three-month  period ended March 31, 2002 and the sales price received
on  container  sales  continued  to  decrease  as a  result  of  current  market
conditions,  which  have  adversely  affected  the  value  of  used  containers.
Additionally,  some of the containers sold during the  three-month  period ended
March 31,  2002 were driven by the  Partnership's  liquidation  plans  discussed
above, as well as by adverse market conditions in low demand locations. The sale
of containers in low demand locations,  the decline in value of used containers,
and the related  market  conditions  are discussed  more fully under "Results of
Operations".

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

Results of Operations

The  Partnership's  income from operations,  which consists  primarily of rental
income  less  costs  and  expenses  (including  container  depreciation,  direct
container   expenses,   management  fees  and  reimbursement  of  administrative
expenses)  was directly  related to the size of the  container  fleet during the
three-month  periods  ended  March 31, 2002 and 2001,  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:

                                                               2002        2001
                                                               ----        ----

                 Beginning container fleet...............     10,990      13,243
                 Ending container fleet..................     10,488      12,902
                 Average container fleet.................     10,739      13,073

The average  container  fleet  decreased 18% from the  three-month  period ended
March 31, 2001 to the  comparable  period in 2002,  primarily  due to continuing
sales of  containers  (i) that had reached the end of their useful lives or (ii)
that an analysis had indicated their sale was otherwise  warranted.  Included in
this  second  group  were  containers  located  in  low  demand  locations.  The
Partnership expects that the size of its container fleet will further decline as
additional  containers  are  sold  for  these  reasons  and as  the  Partnership
continues  its  liquidation  plans.  The  decline  in the  container  fleet  has
contributed to an overall decline in rental income from the  three-month  period
ended March 31, 2001 to the equivalent  period in 2002. This decline is expected
to continue in future years,  as the size of the  Partnership's  container fleet
continues to decrease.

Rental  income and direct  container  expenses are also  affected by the average
utilization  of  the  container  fleet,  which  was  63%,  and  76%  during  the
three-month periods ended March 31, 2002 and 2001,  respectively.  The remaining
container fleet is off-lease and is being stored  primarily at a large number of
storage depots.  At March 31, 2002, the Partnership's  off-lease  containers (in
units) were located in the following locations:

      America                                    1,137
      Europe                                       393
      Asia                                       2,198
                                                 -----

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

At March 31, 2002  approximately 13% of the Partnership's  off-lease  containers
had been specifically identified as for sale.

In addition to utilization, rental income is affected by daily rental rates. The
average daily rental rate decreased 7% between the periods.

The  following is a comparative  analysis of the results of  operations  for the
three-month periods ended March 31, 2002 and 2001.

The  Partnership's  (loss) income from  operations for the  three-month  periods
ended  March 31,  2002 and 2001 was  ($138)  and $257,  respectively,  on rental
income of $1,136 and $1,708,  respectively.  The  decrease  in rental  income of
$572, or 33%, from the three-month period ended March 31, 2001 to the comparable
period  in 2002 was  attributable  to the  decreases  in income  from  container
rentals and other rental income, which is discussed below. Income from container
rentals, the major component of total revenue, decreased $515, or 34%, primarily
due to decreases in the average container fleet of 18%, the on-hire  utilization
of 17%, and average rental rates of 7% between the periods.  The majority of the
Partnership's  rental income was generated from the leasing of the Partnership's
containers under master operating leases.

In the fourth  quarter of 2000,  utilization  began to decline and  continued to
decline  during 2001 and the  beginning  of 2002.  This decline was due to lower
overall  demand by shipping  lines for leased  containers,  which is primarily a
result of the  worldwide  economic  slowdown.  Two other  factors are  currently
reducing  the demand for leased  containers.  Shipping  lines have added  larger
vessels to their fleets, which combined with lower cargo volume growth, has made
it easier for them to use otherwise  empty vessel space to reposition  their own
containers back to high demand locations.  Additionally,  in anticipation of the
delivery of these new, larger  vessels,  many shipping lines placed large orders
for new  containers in 2000 and 2001,  thus  temporarily  reducing their need to
lease containers.  These orders for additional  containers are part of a general
increase in vessel  capacity for the  shipping  lines.  This  increase in vessel
capacity  amounted to 12% in 2001. An additional  increase in vessel capacity of
approximately 12% is expected in 2002,  because the shipping lines placed orders
for  additional  ships before  recognizing  the slowdown in world trade.  To the
extent that this increased vessel capacity remains underutilized, shipping lines
may seek to cut costs in order to sustain  profits or reduce  losses,  which may
put further downward pressure on demand for containers.

As a result of the lower  demand,  the trade  imbalance  between  Asia and North
America and Asia and Europe has eased slightly.  Combined with the excess vessel
capacity,  these  factors  have made it easier,  although not  necessarily  less
expensive,  to reposition  containers.  During the year ended December 31, 2001,
the  Partnership  was  able to  reposition  newer  containers  from  low  demand
locations in North America and Europe to historically higher demand locations in
Asia. As a consequence,  the build-up of containers in North America and Europe,
which persisted over the past several years, has eased slightly.  For the number
of off-lease  containers  located in the lower  demand  locations of America and
Europe, see chart above.

Nevertheless,  the Partnership  continues to sell (rather than  reposition) 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 are older containers,  as
the  expected  economic  benefit  of  continuing  to  own  these  containers  is
significantly  less than that of newer containers.  This is due to their shorter
remaining  marine life,  the cost to  reposition  them and the  shipping  lines'
preference for leasing newer containers when they have a choice.

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

Primarily as a result of the decline in demand for leased  containers  discussed
above and the  decline  in new  container  purchase  prices,  rental  rates have
declined during these periods.

Beginning  in March  2002,  there  was some  improvement  in  utilization.  This
improvement  was primarily  due to (i) improving  economies in the United States
and Europe and (ii) container  shortages in Asia among shipping lines.  However,
the General  Partners do not know how long this  improvement  will  continue and
caution  that demand for leased  containers  could  decline  again and result in
further  declines  in  utilization,  lease  rates  and  container  sale  prices,
adversely affecting the Partnership's operating results.

Other rental income consists of other lease-related items, primarily income from
charges to lessees for dropping off containers in surplus locations less credits
granted to lessees for  leasing  containers  from  surplus  locations  (location
income),  income  from  charges to lessees for  handling  related to leasing and
returning  containers (handling income) and income from charges to lessees for a
Damage  Protection Plan (DPP). For the three-month  period ended March 31, 2002,
other rental  income was $138, a decrease of $57 from the  equivalent  period in
2001.  Other  rental  income  decreased  primarily  due to the  declines in DPP,
location,  and handling income.  DPP income decreased $28,  primarily due to the
decline in the number of containers covered under DPP. Location income decreased
$19,  primarily  due to the  decrease  in charges to lessees  for  dropping  off
containers in certain  locations,  offset by the decrease in credits  granted to
lessees for picking up  containers  from  surplus  locations as there were fewer
leasing  opportunities  for which  credits  could be  offered.  Handling  income
declined $11, primarily due to the decrease in container movement, offset by the
increase  in the  average  handling  price  charged  per  container  during  the
three-month period ended March 31, 2002 compared to the same period in 2001.

Direct container  expenses  decreased $158, or 32%, from the three-month  period
ended  March  31,  2001 to the  equivalent  period  in 2002.  The  decrease  was
primarily due to decreases in  repositioning,  maintenance,  and DPP expenses of
$125,  $25, and $19,  respectively,  offset by an increase in storage expense of
$43.  Repositioning expense decreased primarily due to the decline in the number
of containers  repositioned  and a decrease in the average cost of repositioning
containers.  Maintenance  expense decreased primarily due to the decrease in the
number  of  containers  requiring  maintenance  and a  decrease  in the  average
maintenance  cost per container due to initiatives  implemented by TEM to reduce
maintenance  costs. DPP expense  decreased  primarily due to the decrease in the
number of containers covered under DPP. Storage expense  increased,  despite the
decline in average  fleet size,  primarily  due to the  decrease in  utilization
noted above.

Bad debt expense (benefit) was $20, and ($13) for the three-month  periods ended
March 31, 2002 and 2001, respectively.  Fluctuations in bad debt expense/benefit
reflect  the  required  adjustment  to the bad  debt  reserve  and are  based on
management's then current  estimates of the portion of accounts  receivable that
may not be  collected,  and  which  will  not be  covered  by  insurance.  These
estimates  are  based  primarily  on  management's  current  assessment  of  the
financial condition of the Partnership's lessees and their ability to make their
required  payments.  The expense  recorded during the  three-month  period ended
March 31, 2002 reflects a higher reserve requirement from December 31, 2001. The
benefit  recorded during the comparable  period in 2001 reflects a lower reserve
requirement from December 31, 2000.

Depreciation  expense decreased $109, or 17%, from the three-month  period ended
March 31, 2001 to the comparable  period in 2002,  primarily due to the decrease
in average fleet size.

New  container  prices  steadily  declined  from  1995  through  1999.  Although
container prices increased in 2000, these prices declined again in 2001 and have
remained  low during the first  quarter  of 2002.  As a result,  the cost of new
containers purchased in recent years is significantly less than the average cost
of  containers   purchased  in  prior  years.  The  Partnership   evaluated  the
recoverability of the recorded amount of container rental equipment at March 31,
2002, and 2001 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 of sales.  During the
three-month  periods  ended March 31, 2002 and 2001,  the  Partnership  recorded
write-down  expenses of $149 and $35,  respectively,  on 279 and 111  containers
identified as for sale and requiring a reserve.  At March 31, 2002 and 2001, the
net book value of the 492 and 223 containers identified as for sale was $598 and
$277, respectively.

The  Partnership  sold 203 previously  written down containers for a loss of $17
during  the  three-month  period  ended  March 31,  2002 and sold 72  previously
written  down  containers  for a loss of $3 during the same period in 2001.  The
Partnership  incurred losses on the sale of some containers  previously  written
down as the actual sales prices received on these containers were lower than the
estimates used for the write-downs.

The Partnership also sold containers that had not been written down and recorded
losses of $19 and $17 during the  three-month  periods  ended March 31, 2002 and
2001, respectively.

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

Management fees to affiliates  decreased $74, or 42% from the three-month period
ended  March  31,  2001 to the  equivalent  period  in 2002.  The  decrease  was
primarily  due to decreases in both  equipment and  incentive  management  fees.
Equipment management fees, which are based primarily on gross revenue, decreased
as a result of the decrease in rental income and were approximately 7% of rental
income for both  three-month  periods  ended March 31, 2002 and 2001.  Incentive
management  fees,  which  are based on the  Partnership's  limited  and  general
partner  distributions  made from cash from  operations  and  partners'  capital
decreased primarily due to the decrease in the amount of distributions paid from
cash from operations between the two periods.

General and administrative  costs to affiliates  decreased $18, or 21%, from the
three-month  period  ended March 31, 2001 to the same period in 2002,  primarily
due to the  decrease  in overhead  costs  allocated  by TEM, as the  Partnership
represented a smaller portion of the total fleet managed by TEM.

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

Loss on sale of  containers  increased  from $20 during the  three-month  period
ended March 31, 2001 to $36 during the  comparable  period in 2002. The increase
in loss on sale of containers  was primarily  due to the  Partnership  incurring
greater  losses on previously  written down  containers  during the  three-month
period ended March 31, 2002 than in the same period in 2001.

Net  earnings/(loss)  per limited  partnership  unit fluctuated from earnings of
$0.07  during the  three-month  period  ended  March 31, 2001 to a loss of $0.04
during  the  comparable  period  in  2002,  reflecting  the  fluctuation  in net
earnings/(loss) allocated to limited partners from earnings of $266 to a loss of
$146,  respectively.  The allocation of net earnings  (loss) for the three-month
periods  ended March 31, 2002 and 2001  included a special  allocation  of gross
income to General Partners of $10 and $13, respectively,  in accordance with the
Partnership Agreement.

Critical Accounting Policies and Estimates

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

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

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

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

The  Partnership  depreciates  its container  rental  equipment based on certain
estimates  related to the  container's  useful  life and  salvage  value.  These
estimates are based upon assumptions  about future demand for leased  containers
and the  estimated  sales price at the end of the  container's  useful life.  If
these  estimates  were  subsequently  revised based on permanent  changes in the
container leasing market, the Partnership would revise its depreciation  policy,
which could adversely affect the Partnership's operating results.

Additionally,  the  recoverability  of the  recorded  amounts of  containers  is
evaluated to ensure that the recorded  amount does not exceed the estimated fair
value of the  containers.  If it is determined  that the recorded amount exceeds
the  estimated  fair  value,  the  Partnership  writes  down the  value of those
containers.  In  determining  the  estimated  fair value,  assumptions  are made
regarding future demand and market  conditions for leased  containers as well as
for used containers and the sales prices for used  containers.  If actual market
conditions are less favorable than those projected or if actual sales prices are
lower than those  estimated by the  Partnership,  additional  write-downs may be
required.  Any additional  write-downs  would adversely affect the Partnership's
operating results.

Accounting Pronouncement

In August 2001, the Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards ("SFAS") No. 144, "Accounting for Impairment or
Disposal  of  Long-Lived   Assets."  SFAS  No.  144  supercedes  SFAS  No.  121,
"Accounting  for the  Impairment  of  Long-Lived  Assets to be Disposed of," and
elements of Accounting  Principles  Board Opinion 30,  "Reporting the Results of
Operations  - Reporting  the Effects on Disposal of a Segment of a Business  and
Extraordinary, Unusual or Infrequently Occurring Events and Transactions."

SFAS No. 144 establishes a  single-accounting  model for long-lived assets to be
disposed of while  maintaining  many of the  provisions  relating to  impairment
testing and valuation. The Partnership adopted this Statement on January 1, 2002
and  there was no  material  impact on the  Partnership's  financial  condition,
operating results or cash flow.

Risk Factors and Forward Looking Statements

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

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

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

<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:    May 9, 2002


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


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



________________________________         Senior Vice President,                         May 9, 2002
Ernest J. Furtado                        (Principal Financial and
                                         Accounting Officer) and
                                         Secretary




________________________________         President (Principal Executive                 May 9, 2002
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:    May 9, 2002

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


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


/s/Ernest J. Furtado
________________________________         Senior Vice President,                         May 9, 2002
Ernest J. Furtado                        (Principal Financial and
                                         Accounting Officer) and
                                         Secretary




/s/John A. Maccarone
________________________________         President (Principal Executive                 May 9, 2002
John A. Maccarone                        Officer)

</TABLE>