<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549


                                    FORM 10Q


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


                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996


                         COMMISSION FILE NUMBER 0-19145


                    TEXTAINER EQUIPMENT INCOME FUND II, L.P.
             (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, CALIFORNIA                                   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>   2
                    TEXTAINER EQUIPMENT INCOME FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                      QUARTERLY REPORT ON FORM 10Q FOR THE
                        QUARTER ENDED SEPTEMBER 30, 1996

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                 PAGE
<S>                                                                                              <C>
ITEM 1.  FINANCIAL STATEMENTS.

         Balance Sheets - September 30, 1996 (unaudited) and December 31, 1995................      3

         Statements of Earnings for the nine and three months ended
         September 30, 1996 and 1995 (unaudited)..............................................      4

         Statements of Partners' Capital for the nine months ended
         September 30, 1996 and 1995 (unaudited)..............................................      5

         Statements of Cash Flows for the nine months
         ended September 30, 1996 and 1995 (unaudited)........................................      6

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


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS............................................................     12
</TABLE>




                                       2
<PAGE>   3
                    TEXTAINER EQUIPMENT INCOME FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

                    September 30, 1996 and December 31, 1995
                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                                           1996          1995
                                                         -------       -------
                                                       (unaudited)
<S>                                                    <C>             <C>
ASSETS
Container rental equipment, net of accumulated
   depreciation of $21,181 (1995: $19,588)               $41,328        42,977
Cash                                                         503           489
Net investment in direct financing leases (note 6)           835         1,141
Accounts receivable, net of allowance for
   doubtful accounts of $1,089 (1995: $1,303)              2,978         3,478
Due from affiliates (note 5)                               2,727         2,032
Prepaid expenses                                              --            25
                                                         -------        ------
                                                         $48,371        50,142
                                                         =======        ======
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
   Accounts payable                                      $   306           262
   Accrued liabilities                                       182           224
   Warranty claims (note 2)                                  866         1,026
   Accrued damage protection plan costs (note 3)             283           321
   Due to affiliates (note 5)                                 61           144
   Equipment purchases payable                                --           400
                                                         -------        ------
       Total liabilities                                   1,698         2,377
                                                         -------        ------
Partners' capital:
   General partners                                          (90)          (90)
   Limited partners                                       46,763        47,855
                                                         -------        ------
       Total partners' capital                            46,673        47,765
                                                         -------        ------

                                                         $48,371        50,142
                                                         =======        ======
</TABLE>


See accompanying notes to financial statements



                                       3
<PAGE>   4
                    TEXTAINER EQUIPMENT INCOME FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                             STATEMENTS OF EARNINGS

         For the nine and three months ended September 30, 1996 and 1995
       (Dollar amounts in thousands except for unit and per unit amounts)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                       NINE MONTHS      THREE MONTHS         NINE MONTHS       THREE MONTHS
                                                             ENDED             ENDED               ENDED              ENDED
                                                    SEPT. 30, 1996    SEPT. 30, 1996      SEPT. 30, 1995     SEPT. 30, 1995
                                                    --------------    --------------      --------------     --------------
<S>                                                 <C>               <C>                 <C>                <C>
Rental income                                           $    8,837             2,831               9,997              3,278
                                                        ----------        ----------          ----------         ----------
Costs and expenses:
      Direct container expenses                              1,345               423               1,405                427
      Bad debt (benefit) provision                            (130)              (72)                546                392
      Depreciation                                           3,010               996               3,188              1,067
      Professional fees                                         22                 6                  30                  6
      Management fees to affiliates (note 5)                   806               262                 891                294
      General and administrative costs                         524               155                 782                247
        to affiliates (note 5)
      Other general and administrative costs                   150                55                 130                 39
                                                        ----------        ----------          ----------         ----------
                                                             5,727             1,825               6,972              2,472
                                                        ----------        ----------          ----------         ----------
      Income from operations                                 3,110             1,006               3,025                806
                                                        ----------        ----------          ----------         ----------
Other income:
      Interest income                                           36                 5                  29                 11
      Gain on sales of equipment                               292               125                 329                208
                                                        ----------        ----------          ----------         ----------
                                                               328               130                 358                219
                                                        ----------        ----------          ----------         ----------
      Net earnings                                      $    3,438             1,136               3,383              1,025
                                                        ==========        ==========          ==========         ==========
Allocation of net earnings (note 5):
      General partners                                          47                15                  45                 15
      Limited partners                                       3,391             1,121               3,338              1,010
                                                        ----------        ----------          ----------         ----------
                                                        $    3,438             1,136               3,383              1,025
                                                        ==========        ==========          ==========         ==========

Limited partners' per unit share                        $     0.91        $     0.30          $     0.89         $     0.27
  of net earnings
Limited partners' per unit share                        $     1.20        $     0.40          $     1.20         $     0.40
  of distributions
Weighted average number of limited
  partnership units outstanding                          3,728,521         3,727,852           3,735,703          3,732,916
                                                        ==========        ==========          ==========         ==========
</TABLE>


See accompanying notes to financial statements



                                       4
<PAGE>   5
                    TEXTAINER EQUIPMENT INCOME FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                         STATEMENTS OF PARTNERS' CAPITAL

              For the nine months ended September 30, 1996 and 1995
                             (Amounts in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>

                                          PARTNERS' CAPITAL
                                    ---------------------------------
                                    GENERAL      LIMITED        TOTAL
                                    -------      -------        -----
<S>                                 <C>         <C>           <C>
Balances at January 1, 1995          $(90)       49,458        49,368

Distributions                         (45)       (4,483)       (4,528)

Redemptions (note 8)                   --           (87)          (87)

Net earnings                           45         3,338         3,383
                                     ----        ------        ------

Balances at September 30, 1995       $(90)       48,226        48,136
                                     ====        ======        ======

Balances at January 1, 1996          $(90)       47,855        47,765

Distributions                         (47)       (4,474)       (4,521)

Redemptions (note 8)                   --            (9)           (9)

Net earnings                           47         3,391         3,438
                                     ----        ------        ------

Balances at September 30, 1996       $(90)       46,763        46,673
                                     ====        ======        ======

</TABLE>

See accompanying notes to financial statements


                                       5
<PAGE>   6
                    TEXTAINER EQUIPMENT INCOME FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS

             For the nine months ended September 30, 1996 and 1995
                             (Amounts in thousands)
                                  (unaudited)
<TABLE>
<CAPTION>
                                                                       1996          1995
                                                                     -------         -----
<S>                                                                 <C>             <C>
Cash flows from operating activities:
   Net earnings                                                      $ 3,438         3,383
Adjustments to reconcile net earnings to net cash
provided by operating activities:
   Depreciation                                                        3,010         3,188
   (Decrease) increase in allowance for doubtful accounts               (214)          276
   Gain on sales of container rental equipment                          (292)         (329)
   Proceeds from principal payments on direct financing leases           330           253
   Changes in assets and liabilities:
       Decrease in accounts receivable                                   645           278
       Increase in accounts payable and accrued liabilities                4           103
       (Decrease) increase in accrued damage protection plan             (38)           43
       Decrease in warranty claim payable                               (160)         (105)
       (Increase) decrease in due from affiliates, net                  (619)          486
       Decrease in prepaid expenses                                       25            27
                                                                     -------        ------
          Net cash provided by operating activities                    6,129         7,603
                                                                     -------        ------
Cash flows from investing activities:
   Proceeds from sale of container rental equipment                    1,585         1,271
   Equipment purchases                                                (3,115)       (4,206)
                                                                     -------        ------
          Net cash used in investing activities                       (1,530)       (2,935)
                                                                     -------        ------
Cash flows from financing activities:
   Redemptions of limited partnership units                               (9)          (87)
   Distributions to partners                                          (4,576)       (4,520)
                                                                     -------        ------
          Net cash used in financing activities                       (4,585)       (4,607)
                                                                     -------        ------
Net increase in cash                                                      14            61
Cash at beginning of period                                              489           635
                                                                     -------        ------
Cash at end of period                                                $   503           696
                                                                     =======        ======


</TABLE>

See accompanying notes to financial statements



                                       6
<PAGE>   7
                    TEXTAINER EQUIPMENT INCOME FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                       STATEMENTS OF CASH FLOWS--CONTINUED

              For the nine months ended September 30, 1996 and 1995
                             (Amounts in thousands)
                                   (unaudited)


SUPPLEMENTAL DISCLOSURES:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of equipment purchases, distributions
to partners and proceeds from sale of Equipment which had not been paid or
received by the Partnership as of September 30, 1996 and 1995, and December 31,
1995 and 1994, 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, 1996 and 1995.

<TABLE>
<CAPTION>
                                                   Sept. 30,    Dec. 31,   Sept. 30,   Dec. 31,
                                                     1996         1995       1995        1994
                                                   ---------    --------   ---------   --------
<S>                                                <C>          <C>        <C>         <C>
Equipment purchases included in:
     Due to affiliates .........................    $  21          85          99          27
     Equipment purchases payable ...............       --         400       1,483         599

Distributions to partners included in:
     Due to affiliates .........................       10          63          27          18
     Accounts payable and accrued liabilities...       78          80          82          83

Proceeds from sale of Equipment included in:
     Due from affiliates .......................      446         404         430         346
     Accounts receivable .......................       18          87         652          54
</TABLE>

The following table summarizes the amounts of equipment purchases, distributions
to partners, and proceeds from sale of Equipment 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, 1996 and 1995.

<TABLE>
<CAPTION>
                                                1996         1995
                                               ------       ------
<S>                                            <C>          <C>
Equipment purchases recorded ..............    $2,651        5,162
Equipment purchases paid ..................     3,115        4,206

Distributions to partners declared ........     4,521        4,528
Distributions to partners paid ............     4,576        4,520

Proceeds from sale of Equipment recorded...     1,558        1,953
Proceeds from sale of Equipment received...     1,585        1,271

</TABLE>

See accompanying notes to financial statements



                                       7
<PAGE>   8
                    TEXTAINER EQUIPMENT INCOME FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                          NOTES TO FINANCIAL STATEMENTS

                               September 30, 1996
       (Dollar amounts in thousands except for unit and per unit amounts)
                                   (unaudited)

NOTE 1.   GENERAL

     Textainer Equipment Income Fund II, L.P. (the Partnership) is a California
     Limited Partnership formed in 1989. The Partnership owns and leases a fleet
     of intermodal marine cargo container equipment (the Equipment) 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, 1996 and December 31, 1995, and the
     results of its operations, changes in partners' capital, and cash flows for
     the nine- and three-month periods ended September 30, 1996 and 1995, 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, 1995.

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

     Certain reclassifications of prior year amounts have been made in order to
     conform with the 1996 financial statement presentation.

     For the nine months ended September 30, 1996, the revenue from one lessee
     accounted for 10.87% of the Partnership's revenues. No other single lessee
     accounted for more than 10% of the Partnership's revenues and it is not
     anticipated that the loss of any single customer or small group of
     customers, would have a material adverse effect on the business of the
     Partnership.

NOTE 2.  WARRANTY CLAIMS

     During 1992, 1993, and 1995, the Partnership settled warranty claims
     against an Equipment manufacturer. The Partnership is amortizing the
     settlement amounts over the remaining estimated useful lives of the
     applicable Equipment (between six and seven years), reducing maintenance
     and repair costs over that time. At September 30, 1996 and December 31,
     1995, the unamortized portion of the settlement amounts was $866 and
     $1,026, respectively.

NOTE 3.   DAMAGE PROTECTION PLAN

     The Partnership offers a Damage Protection Plan (the Plan) to lessees of
     its Equipment. Under the terms of the Plan, the Partnership earns
     additional revenues on a daily basis and, as a result, has agreed to bear
     certain repair costs. It is the Partnership's policy to recognize revenue
     when earned and to provide a reserve sufficient to cover the Partnership's
     obligation for estimated repair costs. At September 30, 1996 and December
     31, 1995, this reserve was equal to $283 and $321, respectively.



                                       8
<PAGE>   9
                    TEXTAINER EQUIPMENT INCOME FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE 4.   ACQUISITION OF EQUIPMENT

     During the nine-month periods ended September 30, 1996 and 1995, the
     Partnership purchased Equipment with a cost of $2,651 and $5,162,
     respectively.

NOTE 5.  TRANSACTIONS WITH AFFILIATES

     Textainer Financial Services Corporation (TFS) is the managing general
     partner of the Partnership. TFS 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. Textainer Acquisition
     Services Limited (TAS) is an affiliate of the General Partners which
     performs services relative to the acquisition of Equipment outside the
     United States on behalf of the Partnership. TCC Securities Corporation
     (TSC), a licensed broker and dealer in securities and an affiliate of the
     General Partners, was the managing sales agent for the offering of Units
     for sale.

     In accordance with the Partnership Agreement, net earnings or losses,
     syndication and offering costs and partnership distributions are allocated
     1% to the General Partners and 99% to the limited partners with the
     exception of gross income, as defined in the Partnership agreement. Gross
     income is allocated to the General Partners to the extent that their
     partners' capital accounts' deficits exceed the portion of syndication and
     offering costs allocated to them. On termination of the Partnership, the
     General Partners shall be allocated gross income equal to their allocations
     of syndication and offering costs.

     As part of the operation of the Partnership, the Partnership is to pay to
     the General Partners or TAS an incentive management fee, an acquisition
     fee, an equipment 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 $145 and $204 of equipment acquisition fees as a component of
     Equipment costs during the nine-month periods ended September 30, 1996 and
     1995, respectively. The Partnership incurred $188 and $63, respectively, of
     incentive management fees during the nine- and three-months periods ended
     September 30, 1996, and $189 and $63 for the comparable periods ended
     September 30, 1995. No equipment liquidation fees were incurred during the
     first nine-month periods of 1996 or 1995.

     The Equipment is managed by TEM. Prior to the sale of the Partnership's
     storage fleet during 1995, TEM had entered into an agreement with its
     wholly-owned subsidiary Textainer Storage Services (TSS) to manage storage
     containers owned by the Partnership and other owners (note 9). In its role
     as manager, TEM has authority to acquire, hold, manage, lease, sell and
     dispose of the Equipment. Additionally, TEM holds, for payment of direct
     operating expenses, a reserve of cash that has been collected from
     Equipment leasing operations; such cash is included in the amount due from
     affiliates at September 30, 1996 and December 31,1995.

     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. Such
     fees are either retained by TEM or, prior to the sale of the storage fleet,
     such fees allocable to TSS, if any, were passed through to TSS by TEM for
     services rendered. For the nine- and three-month periods ended September
     30, 1996, these fees totaled $618 and $199, respectively, and $702 and $231
     for the comparable periods ended September 30, 1995. The Equipment is or
     was leased by TEM and TSS to third party lessees on operating master
     leases, spot leases and term leases. The majority of the Equipment is
     leased under operating leases with limited terms and no purchase option.



                                       9
<PAGE>   10
                    TEXTAINER EQUIPMENT INCOME FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

     Certain indirect general and administrative costs incurred in performing
     administrative services necessary to the operation of the Partnership are
     borne by TEM and, prior to the sale of the storage fleet, TSS. Such costs
     are allocated to the Partnership based on the ratio of the Partnership's
     interest in managed Equipment to the total equipment managed by TEM and
     TSS. Indirect general and administrative costs allocated to the Partnership
     were $459 and $135 for the nine- and three-month periods ended September
     30, 1996, respectively, and $672 and $213 for the comparable periods ended
     September 30, 1995.

     TFS, in its capacity as managing general partner, also incurred general and
     administrative costs of $65 and $20 for the nine- and three-month periods
     ended September 30, 1996, respectively, and $110 and $34 for the comparable
     periods ended September 30, 1995, which were reimbursed by the Partnership.

     The General Partners or TAS may acquire Equipment in their own name and
     hold title on a temporary basis for the purpose of facilitating the
     acquisition of such Equipment for the Partnership. The Equipment 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 or TAS are entitled to an acquisition fee for any
     Equipment resold to the Partnership.

     At September 30, 1996 and December 31, 1995, due from and to affiliates are
     comprised of:

<TABLE>
<CAPTION>
                                                         1996          1995
                                                        ------         -----
<S>                                                     <C>            <C>
                  Due from affiliates:
                     Due from TEM and TSS .......       $2,727         2,032
                                                        ======         =====
                  Due to affiliates:
                     Due to TFS .................       $   26            47
                     Due to TGH .................           --             2
                     Due to TAS .................           21            77
                     Due to TCC .................           13            10
                     Due to TL ..................            1             8
                                                        ------         -----
                                                        $   61           144
                                                        ======         =====
</TABLE>

     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 payment of expenses and
     fees described above or in the accrual and collection of net rental
     revenues from TEM and TSS.

NOTE 6.  DIRECT FINANCING LEASES

      The components of the net investment in direct financing leases as of
      September 30, 1996 and December 31, 1995 are as follows:

<TABLE>
<CAPTION>
                                                                        1996       1995
                                                                       ------      -----
<S>                                                                    <C>         <C>
                  Future minimum lease payments receivable ..          $1,172      1,620
                  Residual value ............................               4          4
                  Less: unearned income .....................            (341)      (483)
                                                                       ------      -----

                  Net investment in direct financing leases..          $  835      1,141
                                                                       ======      =====

</TABLE>




                                       10
<PAGE>   11
                    TEXTAINER EQUIPMENT INCOME FUND II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED



     The following is a schedule by year of minimum lease payments receivable
     under the fourteen direct financing leases as of September 30, 1996:

<TABLE>
<CAPTION>
                        Year ending September 30:
                        <S>                                             <C>
                         1997 .......................................   $  478
                         1998 .......................................      275
                         1999 .......................................      225
                         2000 .......................................      185
                         2001 .......................................        9
                                                                        ------
                         Total minimum lease payments receivable ....   $1,172
                                                                        ======
</TABLE>

      Rental income includes income from direct financing leases of $180, $51,
      $110 and $48 for the nine- and three-month periods ended September 30,
      1996 and 1995, respectively.

NOTE 7.  RENTALS UNDER OPERATING LEASES

     The following is a schedule by year of minimum future rentals receivable on
     noncancelable operating leases as of September 30, 1996:

<TABLE>
<CAPTION>
                        Year ending September 30:
<C>                                                                     <C>
                        1997 ........................................    $451
                        1998 ........................................      57
                        1999 ........................................       1
                                                                         ----
                        Total minimum future rentals receivable .....    $509
                                                                         ====
</TABLE>

NOTE 8.  REDEMPTIONS

     The following redemption offerings were consummated by the Partnership
     during the nine-month period ended September 30, 1996:

<TABLE>
<CAPTION>
                                                                 AVERAGE
                                           UNITS REDEEMED    REDEMPTION PRICE   AMOUNT PAID
                                           --------------    ----------------   -----------
<S>                                        <C>               <C>                <C>
       Balance at December 31, 1995            21,126            $11.77             $249

       Quarter ended:
             March 31, 1996 ............          250            $ 9.44                2
             September 30, 1996 ........          771            $ 9.12                7
                                               ------                               ----

       Balance at September 30, 1996 ...       22,147            $11.64             $258
                                               ======                               ====
</TABLE>

     The redemption price is fixed by formula and varies depending on the length
     of time the units have been outstanding.

NOTE 9.  SALE OF STORAGE FLEET

     In August 1995, the Partnership sold its container storage fleet, managed
     by TSS, to an unrelated purchaser. The proceeds from the sale were $603
     compared to the Partnership's cost basis of $540. The resulting gain from
     the sale was $63. The Partnership invested the proceeds from this sale in
     additional Equipment.



                                       11
<PAGE>   12
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

       (Dollar 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 nine- and three-month periods
ended September 30, 1996 and 1995. 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 was involved in
the offering of limited partnership interests to the public. On January 15, 1991
the Partnership received its maximum subscription amount of $75,000.

The Partnership has set up a program whereby limited partners may redeem units
for a specified redemption value. The redemption price is set by formula and
varies depending on length of time the units are outstanding. 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. The Partnership redeemed 1,021 units for a total
dollar amount of $9 during the nine-month period ended September 30, 1996. From
the inception of the Partnership through September 30, 1996, the Partnership has
redeemed a total of 22,147 units for $258, representing an average redemption
price of $11.64. The Partnership has used cash flow from operations to pay for
the redeemed units.

The Partnership invests working capital and cash flows from operations prior to
its distribution or reinvestment in additional Equipment in short-term, highly
liquid investments. It is the policy of the Partnership to maintain a minimum
working capital reserve in an amount which is the lesser of (i) 1% of capital
contributions, or (ii) $100. At September 30, 1996, the Partnership's cash of
$503 was primarily invested in a market-rate account.

During the nine-month period ended September 30, 1996, the Partnership declared
cash distributions to limited partners, pertaining to the period from December
1995 through August 1996, in the amount of $4,474. These distributions represent
a return of 8% of original capital (measured on an annualized basis) on each
unit. On a GAAP basis, $1,083 of these distributions was a return of capital and
the balance was from net earnings. On a cash basis, all of these distributions
were from operations.

For the nine-month periods ended September 30, 1996 and 1995, the Partnership
had net cash provided by operating activities of $6,129 and $7,603,
respectively. This decline was primarily due to a decrease in rental income and
an increase in due from affiliates, tempered by an increase in accounts
receivable from operations. The decrease in rental income resulted primarily
from a lower utilization rate and drop in rental rates for the Partnership's
Equipment. Increase in due from affiliates reflects timing differences in the
accrual and payment of net rental revenues, fees and other expenses to or from
TEM and affiliates. The average collection period of accounts receivable from
operations increased slightly from 125 days for the nine-month period ended
September 30, 1995 to 126 days for the comparable period in 1996.

The Partnership's principal lessees, shipping lines, are currently experiencing
over-capacity, in part due to the delivery of new, large capacity ships. This
over-capacity has caused shipping lines to reduce freight rates and has affected
the profitability of their business, resulting in the need to reduce costs. This
is producing downward pressure on lease rates. Delays in the remittance of
rental payments, and in extreme cases, bankruptcy of some shipping lines may
occur if profitability continues to erode. As noted


                                       12
<PAGE>   13
above and discussed more fully below under "Results of Operations", utilization
rates have reflected a lower demand for containers, and this over-capacity could
also further affect utilization.

Net cash used in investing activities (the purchase and sale of Equipment) for
the nine-month period ended September 30, 1996 was $1,530 compared to $2,935 for
the same period in 1995. This difference reflects the fact that, on a cash
basis, the Partnership bought less Equipment during the first three quarters of
1996 than in the same period in 1995. The Partnership believes that these
differences reflect normal fluctuations in Equipment sales and purchases. The
Partnership has a significant amount of used Equipment in its portfolio and
expects to sell this Equipment periodically when it reaches the end of its
useful marine life. Consistent with its investment objectives, and the General
Partners' determination that the Equipment can be profitably sold or bought at
any time, the Partnership intends to reinvest all or a significant amount of
proceeds from equipment sales in additional Equipment.

RESULTS OF OPERATIONS

The Partnership's operations, which consist of rental income, Equipment
depreciation, direct operating expenses, management fees, and reimbursement of
administrative expenses were directly related to the size of the Equipment fleet
(inventory) during the nine-month periods ended September 30, 1996 and 1995, as
well as other factors as discussed below. The following is a summary of the size
of the Equipment fleet (in units) available for lease during those periods:

<TABLE>
<CAPTION>
                                               1996           1995
                                               ----           ----
<S>                                           <C>            <C>
               Opening inventory .......      18,650         18,829
               Closing inventory .......      18,190         18,778
               Average .................      18,420         18,804
</TABLE>


The decline in the average Equipment fleet from 1995 to 1996 was due, in part,
to the sale of units in 1995 which were near-term disposal candidates that had
been acquired used. The sale of a higher proportion of used Equipment generally
resulted in lower proceeds available for reinvestment. Additionally, during
1995, the price of new Equipment was generally higher than in 1996. The lower
proceeds from the sale of a higher proportion of used Equipment, in conjunction
with the rising price of new Equipment, generally resulted in the purchase of
fewer units than those sold, resulting in a net decrease in the size of the
Equipment fleet. These factors resulted in a slower rate of reinvestment than
had been expected by the General Partners.

Rental income and direct operating expenses are also affected by lease
utilization percentages for the Equipment which were 82% and 91% on average
during the nine-month periods ended September 30, 1996 and 1995, respectively.
In addition, rental income is affected by daily rental rates, which have also
decreased as discussed below, and Equipment available for lease (average
inventory).

The following is a comparative analysis of the results of operations for the
nine-month periods ended September 30, 1996 and 1995.

The Partnership's income from operations for the nine-month periods ended
September 30, 1996 and 1995 was $3,110 and $3,025, respectively, on total rental
income of $8,837 and $9,997, respectively. The increase in income from
operations was primarily due to a decrease in bad debt expense partially offset
by a decrease in total rental income. Bad debt expense decreased due to lower
reserve requirements needed for a specific lessee. Total rental income decreased
by $1,160 due to a decline in income from Equipment rentals, which decreased by
$1,003, or 11%, from 1995 to 1996. This decrease was primarily due to a decrease
in utilization of 10%, a 2% decrease in average fleet size and a 1.6% decrease
in the average daily rental rate.




                                       13
<PAGE>   14
Utilization began to decrease in the last quarter of 1995 and has continued to
decline in the first three quarters of 1996. The General Partners believe that
this softening in demand has been due, in part, to a slow-down in activity in
the Asia-North America trade route. Additionally, as noted above, the
Partnership's principal lessees, shipping lines, are currently experiencing
over-capacity, which may adversely affect rental payments and/or rates and
utilization which is likely affecting rental rates. Rental rates have also been
restrained by quantity rate discounts granted to the Partnership's larger
Equipment lessees.

Substantially all of the Partnership's rental income was generated from the
leasing of Equipment under short-term operating leases. There were fourteen
direct financing leases at September 30, 1996.

The balance of rental income consists of other lease-related items, primarily
income from charges to the lessees for pick-up of Equipment from prime locations
as adjusted by credits granted to lessees for leasing Equipment from less
desirable locations (location income), income from charges to the lessees under
a damage protection plan and income for handling and returning Equipment. For
the nine-month period ended September 30, 1996, the total of these other revenue
items decreased by $156 from the equivalent period in 1995. The primary
component of this net decrease in other rental revenues was due to a decrease in
location income of $218. The decline in location income is mainly due to an
increase in credits given to lessees for pick-up of Equipment from less
desirable locations, which was largely driven by decreased demand for Equipment
as well as a decrease in drop-off charges to lessees. This decrease in drop-off
charges primarily resulted from charges made to a specific lessee in the first
quarter of 1995, which did not re-occur in the same period in 1996.

Direct operating expenses, excluding bad debt expense, were $1,345 in the first
three quarters of 1996 compared with $1,405 for the same period in 1995. The
primary component of the decline was maintenance expense, which decreased by
$79. Maintenance expense decreased due to a lower average cost to repair units
during the nine months ended September 30, 1996.

Bad debt expense decreased from an expense of $546 in the nine-month period
ended September 30, 1995, to a benefit of $130 in the same period of 1996. The
benefit recorded in 1996 was primarily due to a reduction in reserve
requirements for a specific lessee as a result of a partial resolution of prior
period payment problems with that lessee during the first three quarters in
1996.

Depreciation expense decreased by $178, or 6%, from the quarter ended September
30, 1995 to the same period in 1996, reflecting reduced depreciation resulting
from the decrease in the Partnership's average fleet between periods.

Management fees were 9.1% and 8.9% of gross revenue, respectively, for the
nine-month periods ended 1996 and 1995. Incentive management fees, which are
based on the Partnership's limited and general partner distribution percentage
and capital raised were 2.1% of gross revenue in the nine-months ended September
30, 1996 and 1.9% of gross revenue in the comparative period in 1995. Equipment
management fees were 7% of gross revenue for both periods.

General and administrative costs to affiliates decreased by 33%, or $258, in the
nine-month period ended September 30, 1996 compared to the same period in 1995.
This decrease was primarily the result of a decline in overhead costs allocated
from TEM.

Other income provided $328 of additional income for the nine-month period ended
September 30, 1996, representing a decrease of $30, or 8%, compared with the
equivalent period in 1995. The decrease was attributable to a $37 decrease in
gains from sales of Equipment and a $7 increase in interest income.

Net earnings per limited partnership unit increased from $0.89 for the
nine-month period ended September 30, 1995 to $0.91 for the same period in 1996,
reflecting the increase in net earnings from $3,383 to $3,438 for the respective
periods.


                                       14
<PAGE>   15
The following is a comparative analysis of the results of operations for the
three-month periods ended September 30, 1996 and 1995.

The Partnership's income from operations for the three-month period ended
September 30, 1996, increased by $200, or 25%, compared to the same period in
1995, on total rental income of $2,831 and $3,278, respectively. The increase in
income from operations was primarily due to a decrease in bad debt expense. Bad
debt expense decreased due to lower reserve requirements needed for a
specific lessee. Total revenue decreased by $447, or 14%, between the two
periods which was primarily attributable to income from Equipment rentals, the
major component of total rental income, which decreased by $453, or 15%, from
1995 to 1996. This decline was due to a decrease in utilization of 13%, and a
decrease in average daily rental rates of 1.4% from the three-month period ended
September 30, 1995 to the comparable period ended September 30, 1996.

The balance of total revenue for the three months ended September 30, 1996 was
$288 compared to $282 for the same period in 1995, a decrease of $6, or 2%. The
primary component of this decrease was a decline in location income of $47
partially offset by an increase in damage protection plan income of $32. The
decrease in location income is mainly due to an increase in credits given to
lessees for pick-up of Equipment from less desirable locations, which was
largely driven by decreased demand for Equipment. The increase in DPP income is
primarily due to the cancellation of this coverage by certain lessees during the
first quarter in 1995.

Direct operating expenses, excluding bad debt expense, decreased slightly by $4
from the three-month period ended September 30, 1995 to the equivalent period in
1996.

Bad debt expense decreased from $392 for the three-month period ended September
30, 1995, to a benefit of $72 in the same period in 1996 for reasons noted
above.

General and administrative costs to affiliates decreased by 37%, or $92, in the
three-month period ended September 30, 1996 compared to the same period in 1995.
This decrease was primarily the result of a decline in overhead costs allocated
from TEM.

Depreciation expense decreased by $71 from the three-month period ended
September 30, 1996 to the equivalent period in 1995 resulting from the decrease
in the Partnership's average fleet between periods.

Management fees to affiliates were lower by $32 in the three-month period ended
September 30, 1996 than in the same period in 1995 resulting from the decline in
rental income.

Other income includes a gain on sales of Equipment of $125 for the three-month
period ended September 30, 1996 compared to a gain of $208 for the three-month
period ended September 30, 1995. Interest income decreased by $6 from the
three-month period ended September 30, 1996 to the comparable period in 1995.

Net earnings per limited partnership increased from $0.27 for the three-month
period ended September 30, 1995 to $0.30 for the three-month period ended
September 30, 1996 for the reasons noted above.

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 Equipment. The Partnership's business risk in its foreign
operations lies with the creditworthiness of the lessees, and the Partnership's
ability to keep the Equipment under lease, rather than the geographic location
of the Equipment or the domicile of the lessees. The Equipment is generally
operated on the international high seas rather than on the domestic waterways.
The Equipment is subject to the risk of war or other


                                       15
<PAGE>   16
political, economic or social occurrence where the Equipment is used, which may
result in the loss of Equipment, 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, 1996 which would
result in such risk materializing.

Other risks of the Partnership's leasing operations include competition, the
cost of repositioning Equipment after it comes off-lease, the risk of an
uninsured loss, increases in maintenance expenses or other costs of operating
the Equipment, and the effect of world trade and/or general business and
economic cycles on the Partnership's operations.




                                       16
<PAGE>   17
                                   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/ John R. Rhodes
                                         ---------------------------------------
                                         John R. Rhodes
                                         Executive Vice President



Date:    November 14, 1996

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

<TABLE>
<CAPTION>
Signature                 Title                                Date
---------                 -----                                ----
<S>                       <C>                                  <C>
/s/ James E. Hoelter      President (Principal Executive       November 14, 1996
---------------------     Officer) and Director
James E. Hoelter


/s/ John R. Rhodes        Executive Vice President             November 14, 1996
---------------------     (Principal Financial and
John R. Rhodes            Accounting Officer),
                          Secretary and Treasurer

</TABLE>



                                       17