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


November 19, 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
Third Quarter ended September 30, 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 September 30, 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 September 30, 2002

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



                                                                                                               Page
<S>                                                                                                            <C>

Item 1.   Financial Statements (unaudited)

          Balance Sheets - September 30, 2002
          and December 31, 2001.....................................................................              3


          Statements of Operations for the three and nine months
          ended September 30, 2002 and 2001.........................................................              4


          Statements of Partners' Capital for the nine months
          ended September 30, 2002 and 2001.........................................................              5


          Statements of Cash Flows for the nine months
          ended September 30, 2002 and 2001.........................................................              6


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


Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations.................................................................             15


Item 3.   Quantitative and Qualitative Disclosures about Market Risk................................             24


Item 4.   Controls and Procedures...................................................................             24

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

Balance Sheets

September 30, 2002 and December 31, 2001
(Amounts in thousands)
(unaudited)
------------------------------------------------------------------------------------------------------------------


                                                                                 2002                   2001
                                                                           ----------------       ----------------
<S>                                                                       <C>                     <C>
Assets
Container rental equipment, net of accumulated
    depreciation of $15,081 (2001:  $16,028) (note 4)                      $        17,683        $        21,072
Cash                                                                                   312                    266
Accounts receivable, net of allowance for doubtful
    accounts of $109 (2001:  $114)                                                   1,092                  1,168
Due from affiliates, net (note 2)                                                      124                    155
Prepaid expenses                                                                         -                     10
                                                                           ----------------       ----------------


                                                                           $        19,211        $        22,671
                                                                           ================       ================
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                        $           148        $           200
   Accrued liabilities                                                                 175                     94
   Accrued damage protection plan costs                                                117                    107
   Accrued recovery costs                                                                9                     93
   Deferred quarterly distributions                                                     38                     61
   Deferred damage protection plan revenue                                              83                     72
                                                                           ----------------       ----------------

      Total liabilities                                                                570                    627
                                                                           ----------------       ----------------

Partners' capital:
   General partners                                                                      -                      -
   Limited partners                                                                 18,641                 22,044
                                                                           ----------------       ----------------

      Total partners' capital                                                       18,641                 22,044
                                                                           ----------------       ----------------


                                                                           $        19,211        $        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 and nine months ended September 30, 2002 and 2001
    (Amounts in thousands except for unit and per unit amounts)
    (unaudited)
    --------------------------------------------------------------------------------------------------------------------------------


                                                             Three months       Three months       Nine months        Nine months
                                                                Ended              Ended              Ended              Ended
                                                            Sept. 30, 2002     Sept. 30, 2001     Sept. 30, 2002     Sept. 30, 2001
                                                           ----------------   ----------------   ----------------   ----------------
<S>                                                       <C>                <C>                  <C>              <C>
    Rental income                                          $         1,207    $         1,485    $         3,448    $         4,735
                                                           ----------------   ----------------   ----------------   ----------------

    Costs and expenses:
       Direct container expenses                                       298                415                982              1,369
       Bad debt expense (benefit)                                        5                 15                 18                 (8)
       Depreciation (note 4)                                         1,004                575              2,000              1,811
       Write-down of containers (note 4)                                77                121                279                242
       Professional fees                                                11                  6                 35                 24
       Management fees to affiliates (note 2)                          107                105                306                496
       General and administrative costs to affiliates (note 2)          55                 66                182                225
       Other general and administrative costs                           42                 19                127                 67
       Loss on sale of containers, net (note 4)                         58                 11                 37                124
                                                           ----------------   ----------------   ----------------   ----------------

                                                                     1,657              1,333              3,966              4,350
                                                           ----------------   ----------------   ----------------   ----------------

       (Loss) income from operations                                  (450)               152               (518)               385
                                                           ----------------   ----------------   ----------------   ----------------

    Interest income                                                      2                  9                  5                 53
                                                           ----------------   ----------------   ----------------   ----------------

       Net (loss) earnings                                 $          (448)   $           161    $          (513)   $           438
                                                           ================   ================   ================   ================

    Allocation of net (loss) earnings (note 2):
       General partners                                    $             8    $            30    $            28    $            61
       Limited partners                                               (456)               131               (541)               377
                                                           ----------------   ----------------   ----------------   ----------------

                                                           $          (448)   $           161    $          (513)   $           438
                                                           ================   ================   ================   ================

    Limited partners' per unit share
       of net (loss) earnings                              $         (0.13)   $          0.04    $         (0.15)   $          0.10
                                                           ================   ================   ================   ================

    Limited partners' per unit share
       of distributions                                    $          0.22    $          0.73    $          0.73    $          1.53
                                                           ================   ================   ================   ================

    Weighted average number of limited
       partnership units outstanding                             3,640,833          3,688,717          3,649,886          3,691,547
                                                           ================   ================   ================   ================


    See accompanying notes to financial statements



</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

Statements of Partners' Capital

For the nine months ended September 30, 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                                                (61)                (5,631)                 (5,692)

Redemptions (note 5)                                           -                    (47)                    (47)

Net earnings                                                  61                    377                     438
                                                    -------------         --------------         ---------------

Balances at September 30, 2001                      $          -          $      23,666          $       23,666
                                                    =============         ==============         ===============

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

Distributions                                                (28)                (2,681)                 (2,709)

Redemptions (note 5)                                           -                   (181)                   (181)

Net earnings                                                  28                   (541)                   (513)
                                                    -------------         --------------         ---------------

Balances at September 30, 2002                      $          -          $      18,641          $       18,641
                                                    =============         ==============         ===============


See accompanying notes to financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

Statements of Cash Flows

For the nine months ended September 30, 2002 and 2001
(Amounts in thousands)
(unaudited)
-------------------------------------------------------------------------------------------------------------------

                                                                                          2002              2001
                                                                                      -----------       -----------
<S>                                                                                  <C>                 <C>
Cash flows from operating activities:
   Net (loss) earnings                                                                $     (513)       $      438
   Adjustments to reconcile net earnings to
     net cash provided by operating activities:
        Depreciation                                                                       2,000             1,811
        Write-down of containers (note 4)                                                    279               242
        Decrease in allowance for doubtful accounts                                           (5)              (87)
        Loss on sale of containers, net                                                       37               124
        (Increase) decrease in assets:
           Accounts receivable                                                                93               396
           Due from affiliates, net                                                          (38)              362
           Prepaid expenses                                                                   10                10
        Increase (decrease) in liabilities:
           Accounts payable and accrued liabilities                                           29              (114)
           Accrued damage protection plan costs                                               10               (31)
           Accrued recovery costs                                                            (84)               13
           Deferred damage protection plan revenue                                            11                75
                                                                                      -----------       -----------


              Net cash provided by operating activities                                    1,829             3,239
                                                                                      -----------       -----------

Cash flows from investing activities:
   Proceeds from sale of containers                                                        1,128             1,475
   Container purchases                                                                         -               (96)
                                                                                      -----------       -----------

              Net cash provided by investing activities                                    1,128             1,379
                                                                                      -----------       -----------

Cash flows from financing activities:
   Redemptions of limited partnership units                                                 (181)              (47)
   Distributions to partners                                                              (2,730)           (5,685)
                                                                                      -----------       -----------

              Net cash used in financing activities                                       (2,911)           (5,732)
                                                                                      -----------       -----------

Net increase (decrease) in cash                                                               46            (1,114)

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

Cash at end of period                                                                 $      312        $      538
                                                                                      ===========       ===========


See accompanying notes to financial statements

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

Statements Of Cash Flows--Continued

For the nine months ended September 30, 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  September  30, 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
nine-month periods ended September 30, 2002 and 2001.

                                                              Sept. 30      Dec. 31       Sept. 30      Dec. 31
                                                                2002          2001          2001          2000
                                                             ----------    ----------    ----------    ----------
<S>                                                           <C>            <C>             <C>           <C>
Container purchases included in:
     Container purchases payable....................            $  -          $  -          $  -          $ 88

Distributions to partners included in:
     Due to affiliates..............................               4             2             8             6
     Deferred quarterly distributions...............              38            61            71            66

Proceeds from sale of containers included in:
     Due from affiliates............................             177           244           347           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
nine-month periods ended September 30, 2002 and 2001.


                                                                                            2002          2001
                                                                                            ----          ----

Container purchases recorded......................................                        $    -        $    9
Container purchases paid..........................................                             -            96

Distributions to partners declared................................                         2,709         5,692
Distributions to partners paid....................................                         2,730         5,685

Proceeds from sale of containers recorded.........................                         1,061         1,543
Proceeds from sale of containers received.........................                         1,128         1,475

The  Partnership  has  entered  into direct  finance  leases,  resulting  in the
transfer of containers from container rental  equipment to accounts  receivable.
The carrying value of containers transferred during the nine-month periods ended
September 30, 2002 and 2001 was $12 and $9, respectively.

</TABLE>

See accompanying notes to financial statements

<PAGE>

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

Notes To Financial Statements

For the three and nine months ended September 30, 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 September 30, 2002 and December 31, 2001, and the
     results  of its  operations  for the three  and  nine-month  periods  ended
     September 30, 2002 and 2001 and changes in partners' capital and cash flows
     for the  nine-month  periods ended  September 30, 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. The  Partnership  will evaluate the estimated  residual values
     and remaining  estimated  useful lives on an on-going basis and will revise
     its estimates as needed. As a result, depreciation expense may fluctuate in
     future periods based on fluctuations in these estimates.

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

     In August 2001, the Financial  Accounting  Standards  Board ("FASB") 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 SFAS No. 144 on
     January  1,  2002 and  there was no  material  impact on the  Partnership's
     financial condition, operating results or cash flow.

     In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statement
     No.  4, 44 and 64,  Amendment  of FASB  Statement  No.  13,  and  Technical
     Corrections."  SFAS No. 145 rescinds FASB Statement No. 4, "Reporting Gains
     and Losses of Debt  Extinguishments"  and an amendment  of that  Statement,
     FASB  Statement No. 64. SFAS No. 145 also  rescinds FASB  Statement No. 44,
     "Accounting for Intangible  Assets of Motor Carriers." FASB 145 also amends
     FASB  Statement  No.  13,   "Accounting   for  Leases",   to  eliminate  an
     inconsistency   between  the   required   accounting   for   sale-leaseback
     transactions  and the required  accounting for certain lease  modifications
     that have economic effects similar to  sale-leaseback  transactions.  These
     rescissions  and amendment are not anticipated to have a material impact on
     the financial statements of the Partnership.

     In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated
     With  Exit or  Disposal  Activities".  SFAS  No.  146  addresses  financial
     accounting  and  reporting  for  costs  associated  with  exit or  disposal
     activities and nullifies  Emerging  Issues Task Force (EITF) Issue No. 94-3
     "Liability  Recognition for Certain Employee Termination Benefits and Other
     Costs  to  Exit  an  Activity   (including  Certain  Costs  Incurred  in  a
     Restructuring)."  This  Statement  requires  that  a  liability  for a cost
     associated  with  an exit or  disposal  activity  be  recognized  when  the
     liability is incurred.  The  provisions of this Statement are effective for
     exit or disposal  activities  that are initiated  after  December 31, 2002,
     with early  application  encouraged.  The Partnership  anticipates that the
     adoption of SFAS No. 146 will not have a material  impact on its  financial
     statements.

     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 equipment  management fee, an incentive  management
     fee and an equipment  liquidation  fee. These fees are for various services
     provided  in  connection  with the  administration  and  management  of the
     Partnership.  For the three and nine-month periods ended September 30, 2002
     the  Partnership  incurred  $24  and  $66  of  incentive  management  fees,
     respectively,  and $1 and $169, respectively, for the comparable periods in
     2001.  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
     September 30, 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 $83 and $240 for the three and nine-month  periods ended
     September 30, 2002, respectively,  and $104 and $327, respectively, for the
     comparable periods in 2001.

     Certain  indirect  general  and  administrative  costs  such  as  salaries,
     employee   benefits,   taxes  and  insurance  are  incurred  in  performing
     administrative  services  necessary to the  operation  of the  Partnership.
     These  costs  are   incurred   and  paid  by  TFS  and  TEM.   General  and
     administrative  costs  allocated  to the  Partnership  during the three and
     nine-month periods ended September 30, 2002 and 2001 were as follows:


                                    Three months          Nine months
                                   ended Sept. 30,      ended Sept. 30,
                                   --------------       ---------------
                                   2002      2001       2002       2001
                                   ----      ----       ----       ----

       Salaries                     $37       $43       $118       $134
       Other                         18        23         64         91
                                     --        --        ---        ---
         Total general and
            administrative costs    $55       $66       $182       $225
                                     ==        ==        ===        ===

     TEM allocates these general and administrative  costs based on the ratio of
     the Partnership's interest in the managed containers to the total container
     fleet managed by TEM during the period.  TFS allocates these costs based on
     the ratio of the  Partnership's  containers to the total container fleet of
     all limited partnerships managed by TFS. The General Partners allocated the
     following general and  administrative  costs to the Partnership  during the
     three and nine-month periods ended September 30, 2002 and 2001:



                                    Three months          Nine months
                                   ended Sept. 30,      ended Sept. 30,
                                   ---------------      ---------------
                                   2002      2001       2002       2001
                                   ----      ----       ----       ----

        TEM                         $48       $57       $156       $195
        TFS                           7         9         26         30
                                     --        --        ---        ---
          Total general and
            administrative costs    $55       $66       $182       $225
                                     ==        ==        ===        ===

     At September 30, 2002 and December 31, 2001,  due from  affiliates,  net is
     comprised of:

                                                          2002             2001
                                                          ----             ----
             Due from affiliates:
                      Due from TEM.....................   $157             $192
                                                           ---              ---

             Due to affiliates:
                      Due to TFS.......................     22               23
                      Due to TCC.......................     11               14
                                                           ---              ---
                                                            33               37
                                                           ---              ---

                Due from affiliates, net                  $124             $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.

<PAGE>

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 September 30, 2002 and 2001:

                                                          2002             2001
                                                          ----             ----

          On-lease under master leases                   4,867            5,302
          On-lease under long-term leases                3,152            2,738
                                                         -----            -----

             Total on-lease containers                   8,019            8,040
                                                         =====            =====

     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 located primarily at a large
     number  of  storage  depots.  At  September  30,  2002,  the  Partnership's
     off-lease containers were in the following locations:

          Americas                                  971
          Europe                                    303
          Asia                                      392
          Other                                      42
                                                  -----

             Total off-lease containers           1,708
                                                  =====

     At September  30, 2002  approximately  15% of the  Partnership's  off-lease
     containers had been specifically identified as for sale.

Note 4.  Container Rental Equipment

     Effective July 1, 2002, the Partnership  revised its estimate for container
     salvage  value from a percentage of equipment  cost to an estimated  dollar
     residual  value.  The effect of this  change  for the three and  nine-month
     periods ended September 30, 2002 was an increase to depreciation expense of
     $564.  The  Partnership  will  evaluate the estimated  residual  values and
     remaining  estimated  useful lives on an on-going basis and will revise its
     estimates as needed.  As a result,  depreciation  expense may  fluctuate in
     future periods based on fluctuations in these estimates.

     The  Partnership  stopped  purchasing  containers in 2001,  but its leasing
     activities  are  affected by  fluctuations  in new  container  prices.  New
     container  prices  steadily  declined  from  1995  through  1999.  Although
     container prices increased in 2000, these prices declined again in 2001 and
     have  remained low during  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
     September  30, 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 nine-month  periods ended  September
     30, 2002 and 2001, the Partnership recorded write-down expenses of $279 and
     $242,  respectively,  on 545 and 650 containers  identified as for sale and
     requiring a reserve.  During the  three-month  periods ended  September 30,
     2002 and 2001,  the  Partnership  recorded  write-down  expenses of $77 and
     $121,  respectively,  on 111 and 305 containers  identified as for sale and
     requiring  a  reserve.  During  the  three  and  nine-month  periods  ended
     September 30, 2002, the  Partnership  also  reclassified 56 containers from
     containers  identified for sale to containers held for continued use due to
     the  improvement  in demand for leased  containers  in Asia.  There were no
     reclassifications  during the three and nine-month  periods ended September
     30, 2001. At September 30, 2002 and 2001, the net book value of the 251 and
     348 containers identified as for sale was $195 and $293, respectively.

     The Partnership  sold 630 previously  written down containers for a loss of
     $75 during the  nine-month  period  ended  September  30, 2002 and sold 497
     previously written down containers for a loss of $19 during the same period
     in 2001.  During  the  three-month  period  ended  September  30,  2002 the
     Partnership  sold 173 previously  written down containers for a loss of $31
     and sold 282  previously  written down  containers for a loss of $10 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  a gain of $38 and a loss of $105  during the  nine-month  periods
     ended  September 30, 2002 and 2001,  respectively.  During the  three-month
     periods ended September 30, 2002 and 2001 the  Partnership  recorded losses
     of $27 and $1,  respectively,  on the sale of containers  that had not been
     written down.

     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 may be required in future periods
     for some of its container rental equipment.

<TABLE>
<CAPTION>

Note 5.  Redemptions

     The following  redemptions were  consummated by the Partnership  during the
     nine-month periods ended September 30, 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
        Nine-month period ended
          September 30, 2001...................                  7,088             $6.57                    47
                                                               -------                                     ---
        Total Partnership redemptions as of
          September 30, 2001...................                 61,282             $9.17                  $562
                                                               =======                                     ===

        Total Partnership redemptions as of
          December 31, 2001....................                 71,715             $8.66                  $621
        Nine-month period ended
          September 30, 2002...................                 37,451             $4.83                   181
                                                               -------                                     ---
        Total Partnership redemptions as of
          September 30, 2002...................                109,166             $7.35                  $802
                                                               =======                                     ===

      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 and  nine-month  periods
ended September 30, 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.  To date, the  Partnership  has sold  containers  only gradually,
rather than in large transactions.  The Partnership  anticipates that all excess
cash, after redemptions and working capital reserves, will be distributed to the
general  and limited  partners  on a monthly  basis.  These  distributions  will
consist  of cash  from  operations  and/or  cash  from  sales  proceeds.  As the
Partnership's  container  fleet  decreases,  cash from operations is expected to
decrease,  while cash from sales proceeds is expected to fluctuate  based on the
number of  containers  sold and the actual sales price per  container  received.
Consequently,  the  Partnership  anticipates  that a large portion of all future
distributions will be a return of capital.

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

The Partnership invests working capital,  cash flow from operating and investing
activities  prior to its  distribution  to the  partners in  short-term,  liquid
investments.   Rental  income  and  proceeds  from   container   sales  are  the
Partnership's principal sources of liquidity and provide the source of funds for
distributions.  Rental  income and  container  sales prices have 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 nine-month period ended September 30, 2002, the Partnership  declared
cash  distributions to limited  partners  pertaining to the period from December
2001 through August 2002 in the amount of $2,681,  which  represented  $0.73 per
unit.  On  a  cash  basis,   after  paying   redemptions   and  general  partner
distribtutions, $1,620 of these distributions was from operating activities, and
the balance of $1,061 was a return of capital.  On a financial  statement basis,
after paying redemptions, 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 nine-month period ended September 30,
2002, the  Partnership  redeemed 37,451 units for a total dollar amount of $181.
The Partnership used cash flow from operations to pay for the redeemed units.

Net cash  provided by operating  activities  for the  nine-month  periods  ended
September 30, 2002 and 2001, was $1,829 and $3,239,  respectively.  The decrease
of $1,410, or 44%, was primarily  attributed to the fluctuation in net earnings,
adjusted for non-cash transactions, and the fluctuations in due from affiliates,
net  and  gross  accounts  receivable.  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  fluctuations in due from
affiliates,  net,  resulted from timing  differences in the payment of expenses,
fees and  distributions  and the remittance of net rental revenues and container
sales proceeds, as well as in fluctuations in these amounts. The decrease of $93
in gross accounts  receivable  during the nine-month  period ended September 30,
2002 was  primarily  due to the  decrease in rental  income,  and was  partially
offset by the increase in the average collection period of accounts  receivable.
The decrease in gross accounts receivable of $396 during the same period in 2001
was  primarily due to the decrease in rental income and a decline in the average
collection period of accounts receivable.

For the nine-month  periods ended  September 30, 2002 and 2001 net cash provided
by investing  activities  (the purchase and sale of  containers)  was $1,128 and
$1,379,  respectively.  The decrease of $251 was due to the decrease in proceeds
from container sales of $347,  offset by the decrease in cash used for container
purchases of $96. Cash used for container purchases decreased as the Partnership
did not purchase  containers  during the nine-month  period ended  September 30,
2002 as it is now in its liquidation  phase, as discussed  above.  Proceeds from
container  sales  decreased  primarily  due to the  decrease  in the  number  of
containers  sold and a decrease in the sales price received on container  sales.
Some containers sold were located in low demand locations,  and these sales were
driven by not only by the liquidation plans discussed above, but also by adverse
market conditions in these locations. The sale of containers in these 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
nine-month  periods ended  September 30, 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..................     9,727      11,519
                 Average container fleet.................    10,359      12,381

The average  container  fleet  decreased  16% from the  nine-month  period ended
September 30, 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  nine-month  period
ended  September  30, 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 69%, and 71% during the nine-month
periods ended September 30, 2002 and 2001, respectively. The remaining container
fleet is off-lease and is located primarily at a large number of storage depots.
At September 30, 2002, the Partnership's off-lease containers (in units) were in
the following locations:

     Americas                                    971
     Europe                                      303
     Asia                                        392
     Other                                        42
                                               -----

     Total off-lease containers                1,708
                                               =====

At  September  30,  2002  approximately  15%  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 11% between the periods. The decrease in the
average  rental  rate was due to  declines  in both  master  and long term lease
rates,  which  are the two  principal  types  of  leases  for the  Partnership's
containers.  The majority of the Partnership's  rental income was generated from
leasing of the Partnership's  containers under master operating  leases,  but an
increasing  percentage of the  Partnership's  containers are on lease under long
term leases,  39% as of September  30, 2002 versus 34% as of September 30, 2001.
Long term leases  generally  have lower rental rates than master leases  because
the lessees have contracted to lease the containers for several years and cannot
return  the  containers  prior  to  the  termination  date  without  a  penalty.
Fluctuations  in rental rates under either type of lease  generally  will affect
the Partnership's operating results.
<PAGE>

The  following is a comparative  analysis of the results of  operations  for the
nine-month periods ended September 30, 2002 and 2001.

The Partnership's (loss) income from operations for the nine-month periods ended
September 30, 2002 and 2001 was ($518) and $385, respectively,  on rental income
of $3,448 and $4,735, respectively.  The decrease in rental income of $1,287, or
27%,  from the  nine-month  period ended  September  30, 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  $1,102,  or 27%,
primarily due to decreases in the average container fleet of 16%, average rental
rates of 11% and average on-hire utilization of 3% between the periods.

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 was primarily a
result of the worldwide economic slowdown.  Two other factors reduced the demand
for leased  containers.  Shipping  lines added larger  vessels to their  fleets,
which  combined with lower cargo volume  growth,  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.

Utilization has improved steadily since March 2002 due to:
o    An increase in export cargo out of Asia
o    Prior repositioning of containers to Asia which  placed large quantities of
     containers in areas of high demand
o    Disposal of older  containers and fewer purchases of new containers by both
     container  lessors  and  shipping lines  in  2001 and 2002, resulting in an
     overall better-balanced supply of containers
o    The labor disagreement that is currently affecting U.S. West Coast ports is
     having a short-term  positive  effect on demand for  containers as shipping
     lines are not able to reposition enough  containers to  Asia and must lease
     more containers to meet their customers' demands

This  utilization  improvement has continued into the fourth quarter of 2002 but
the General Partners caution that market  conditions could deteriorate again due
to global  economic  conditions.  Demand for leased  containers  could therefore
weaken  again and result in a decrease in  utilization  and further  declines in
lease rates and container  sale prices,  adversely  affecting the  Partnership's
operating results.

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

Once the decision had been made to sell containers,  the Partnership  wrote down
the value of these  specifically  identified  containers when the carrying value
was greater than the container's estimated 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
write-down the value of some of its container rental equipment.

Other rental income consists of other lease-related items, primarily income from
charges to lessees for dropping off containers in surplus locations less credits
granted to lessees for  leasing  containers  from  surplus  locations  (location
income),  income  from  charges to lessees for  handling  related to leasing and
returning  containers (handling income) and income from charges to lessees for a
Damage  Protection  Plan (DPP).  For the nine-month  period ended  September 30,
2002,  other  rental  income was $423,  a decrease  of $185 from the  equivalent
period in 2001. Other rental income  decreased  primarily due to the declines in
location and DPP income.  Location income  decreased $107,  primarily due to the
decrease in charges to lessees for dropping off containers in certain locations.
DPP income decreased $96, due to the decline in the number of containers covered
under DPP and a decrease in the average DPP price charged per container.

Direct  container  expenses  decreased $387, or 28%, from the nine-month  period
ended  September  30, 2001 to the  equivalent  period in 2002.  The decrease was
primarily due to the decrease in the average fleet size. Repositioning,  DPP and
storage  expenses  decreased  $229,  $60, and $37,  respectively.  Repositioning
expense  decreased due to the decline in the number of  containers  repositioned
and a decrease  in the average  cost of  repositioning  containers.  DPP expense
decreased  primarily  due to the  decrease in the number of  containers  covered
under DPP and the decrease in the average DPP repair cost per container. Storage
expense  decreased despite the decline in average fleet  utilization,  primarily
due to the decrease in the average fleet size.

Bad debt expense  (benefit) was $18, and ($8) for the  nine-month  periods ended
September  30, 2002 and 2001,  respectively.  Fluctuations  in bad debt  expense
(benefit)  reflect the  adjustment  to the bad debt  allowance  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  nine-month  period ended
September  30, 2002 reflects a higher  reserve  estimate from December 31, 2001.
The  benefit  recorded  during the  comparable  period in 2001  reflects a lower
reserve estimate from December 31, 2000.

Depreciation  expense  increased $189, or 10%, from the nine-month  period ended
September 30, 2001 to the comparable  period in 2002,  primarily due an increase
in the depreciation  rate as a result of changes in estimated  salvage values as
discussed below, offset by the decrease in average fleet size noted above.

Effective  July 1, 2002,  the  Partnership  revised its estimate  for  container
salvage  value  from a  percentage  of  equipment  cost to an  estimated  dollar
residual value.  The effect of this change for the three and nine- month periods
ended  September 30, 2002 was an increase to  depreciation  expense of $564. The
Partnership will evaluate the estimated residual values and remaining  estimated
useful lives on an on-going basis and will revise its estimates as needed.  As a
result,   depreciation   expense  may  fluctuate  in  future  periods  based  on
fluctuations in these estimates.  If the estimates  regarding residual value and
remaining  useful life of the containers were to decline,  depreciation  expense
would increase, adversely affecting the Partnership's operating results.

The  Partnership  stopped  purchasing   containers  in  2001,  but  its  leasing
activities are affected by fluctuations in new container  prices.  New container
prices  steadily  declined from 1995 through  1999.  Although  container  prices
increased in 2000,  these prices  declined  again in 2001 and have  remained low
during 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 September 30, 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  nine-month  periods ended  September 30,
2002 and 2001, the Partnership  recorded  write-down  expenses of $279 and $242,
respectively,  on 545 and 650 containers  identified as for sale and requiring a
reserve.  During the nine-month period ended September 30, 2002, the Partnership
also  reclassified  56  containers  from  containers   identified  for  sale  to
containers  held for continued use due to the  improvement  in demand for leased
containers in Asia. There were no reclassifications during the nine-month period
ended  September 30, 2001. At September 30, 2002 and 2001, the net book value of
the  251  and  348  containers  identified  as  for  sale  was  $195  and  $293,
respectively.

The  Partnership  sold 630 previously  written down containers for a loss of $75
during the  nine-month  period ended  September 30, 2002 and sold 497 previously
written down  containers  for a loss of $19 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
a gain of $38 and a loss of $105 during the nine-month  periods ended  September
30, 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  may be required in future  periods for some of its  container  rental
equipment.

Management fees to affiliates  decreased $190, or 38% from the nine-month period
ended September 30, 2001 to the equivalent  period in 2002. The decrease was due
to  decreases  in  both  incentive  and  equipment  management  fees.  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.  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  nine-month
periods ended September 30, 2002 and 2001.

General and administrative  costs to affiliates  decreased $43, or 19%, from the
nine-month period ended September 30, 2001 to the same period in 2002, primarily
due to the decrease in overhead  costs  allocated  from 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,  net fluctuated from $124 for the nine-month  period
ended  September  30,  2001  to $37 for  the  comparable  period  in  2002.  The
fluctuation  was primarily  due to the decrease in the number of container  sold
and the  decrease in the average  loss  recorded on  containers  sold during the
nine-month period ended September 30, 2002, compared to the same period in 2001.

Net earnings (loss) per limited  partnership unit fluctuated from earnings $0.10
to a loss of $0.15 from the  nine-month  period ended  September 30, 2001 to the
comparable  period in 2002,  respectively,  reflecting the  fluctuations  in net
earnings (loss) allocated to limited partners from earnings of $377 to a loss of
$541,  respectively.  The  allocation of net earnings  (loss) for the nine-month
periods ended September 30, 2002 and 2001 included a special allocation of gross
income to General Partners of $33 and $57, respectively,  in accordance with the
Partnership Agreement.

The  following is a comparative  analysis of the results of  operations  for the
three-month periods ended September 30, 2002 and 2001.

The  Partnership's  (loss) income from  operations for the  three-month  periods
ending September 30, 2002 and 2001 was ($450) and $152, respectively,  on rental
income of $1,207 and $1,485,  respectively.  The  decrease  in rental  income of
$278,  or 19%,  from the  three-month  period  ended  September  30, 2001 to the
comparable  period in 2002 was  attributable  to decreases  in container  rental
income and other rental income. Income from container rentals decreased $190, or
15%,  primarily  due to  decreases  in the  average  container  fleet of 16% and
average  rental  rates  of  13%,  offset  by  an  increase  in  average  on-hire
utilization of 12%.

For the  three-month  period ended  September 30, 2002,  other rental income was
$151,  a decrease of $88 from the  equivalent  period in 2001.  The  decrease in
other rental income was primarily due to the decrease in location income of $81.
Location income decreased due to the decrease in charges to lessees for dropping
off  containers  in certain  locations  and an  increase  in credits  granted to
lessees for picking up containers from certain locations.

Direct container  expenses  decreased $117, or 28%, from the three-month  period
ending  September 30, 2001 to the  equivalent  period in 2002.  The decrease was
primarily due to decreases in storage,  DPP and  repositioning  expenses of $68,
$28 and  $25,  respectively.  Storage  expense  decreased  primarily  due to the
decline in average fleet size and the increase in utilization  noted above.  The
decline in DPP expense was due to  decreases  in the average DPP repair cost per
container,  offset by an increase in the number of containers covered under DPP.
Repositioning  expense  decreased  due to a  decrease  in the  average  cost  of
repositioning  containers,  offset by an  increase  in the number of  containers
repositioned.

Bad debt expense  decreased from $15 for the three-month  period ended September
30, 2001 to $5 for the comparable period in 2002. The decline was due to a lower
adjustment to bad debt estimate  during the  three-month  period ended September
30, 2002 compared to the same period in 2001.

Depreciation  expense increased $429, or 75%, from the three-month  period ended
September 30, 2001 to the comparable  period in 2002 primarily due to the change
in  estimated  salvage  values used to calculate  depreciation  expense as noted
above.

During  the  three-month   periods  ended  September  30,  2002  and  2001,  the
Partnership recorded write-down expenses of $77 and $121,  respectively,  on 111
and  305  containers  identified  as for  sale  and  requiring  a  reserve.  The
Partnership sold 173 previously written down containers for a loss of $31 during
the three-month  period ended September 30, 2002 and sold 282 previously written
down  containers  for a loss  of  $10  during  the  same  period  in  2001.  The
Partnership  also sold  containers  that had not been  written down and recorded
losses of $27 and $1 during the three-month periods ended September 30, 2002 and
2001, respectively.

Management fees to affiliates  increased $2, or 2%, from the three-month  period
ended September 30, 2001 to the comparable  period in 2002. The increase was due
to an increase in incentive  management fees,  offset by a decrease in equipment
management  fees.  Incentive  management  fees  increased  primarily  due to the
increase in the amount of distributions  made from cash from operations  between
the two periods. Equipment management fees decreased as a result of the decrease
in rental income and were approximately 7% of rental income for both periods.

General and administrative  costs to affiliates  decreased $11, or 17%, from the
three-month period ended September 30, 2001 to the same period in 2002 primarily
due to a  decrease  in  the  allocation  of  overhead  costs  from  TEM,  as the
Partnership represented a smaller portion of the total fleet managed by TEM.

Loss on sale of containers,  net fluctuated from $11 for the three-month  period
ended  September  30,  2001  to $58 for  the  comparable  period  in  2002.  The
fluctuation  was  primarily  due to the increase in the average loss recorded on
container  sales,  offset by the decrease in the number of containers  sold from
the three-month period ended September 30, 2001, to the same period in 2002.

Net earnings  (loss) per limited  partnership  unit  fluctuated from earnings of
$0.04 during the three-month  period ended September 30, 2001 to a loss of $0.13
for the comparable  period in 2002,  reflecting the  fluctuation in net earnings
(loss)  allocated to limited  partners  from earnings of $131 to a loss of $456,
respectively.  The allocation of net earnings (loss) for the three-month periods
ended September 30, 2002 and 2001 included a special  allocation of gross income
to the General Partners 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.
Effective  July 1, 2002,  the  Partnership  revised its estimate  for  container
salvage  value  from a  percentage  of  equipment  cost to an  estimated  dollar
residual value. The Partnership will evaluate the estimated  residual values and
remaining  estimated  useful  lives on an  on-going  basis and will  revise  its
estimates as needed. As a result,  depreciation  expense may fluctuate in future
periods based on fluctuations  in these  estimates.  If the estimates  regarding
residual  value and  remaining  useful life of the  containers  were to decline,
depreciation  expense would  increase,  adversely  affecting  the  Partnership's
operating results.

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

Accounting Pronouncement

In August  2001,  the  Financial  Accounting  Standards  Board  ("FASB")  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 SFAS No. 144 on January 1, 2002
and  there was no  material  impact on the  Partnership's  financial  condition,
operating results or cash flow.

In April 2002,  the FASB issued SFAS No. 145,  "Rescission of FASB Statement No.
4, 44 and 64,  Amendment of FASB  Statement No. 13, and Technical  Corrections."
SFAS No. 145 rescinds FASB Statement No. 4, "Reporting  Gains and Losses of Debt
Extinguishments" and an amendment of that Statement, FASB Statement No. 64. SFAS
No. 145 also rescinds FASB Statement No. 44,  "Accounting for Intangible  Assets
of Motor Carriers." FASB 145 also amends FASB Statement No. 13,  "Accounting for
Leases",  to eliminate an  inconsistency  between the  required  accounting  for
sale-leaseback  transactions  and the  required  accounting  for  certain  lease
modifications that have economic effects similar to sale-leaseback transactions.
These rescissions and amendment are not anticipated to have a material impact on
the financial statements of the Partnership.

In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated With
Exit or Disposal  Activities".  SFAS No. 146 addresses financial  accounting and
reporting for costs  associated  with exit or disposal  activities and nullifies
Emerging  Issues Task Force (EITF)  Issue No. 94-3  "Liability  Recognition  for
Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
(including Certain Costs Incurred in a Restructuring)."  This Statement requires
that a liability  for a cost  associated  with an exit or  disposal  activity be
recognized when the liability is incurred.  The provisions of this Statement are
effective for exit or disposal  activities that are initiated after December 31,
2002, with early application  encouraged.  The Partnership  anticipates that the
adoption  of SFAS  No.  146 will not have a  material  impact  on its  financial
statements.

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>

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

Inapplicable.

Item 4.  Controls and Procedures.

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

<PAGE>

<TABLE>
<CAPTION>

Part II

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

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

(b)      Not applicable.



                                   SIGNATURES


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


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

                                   By Textainer Financial Services Corporation
                                   The Managing General Partner



                                   By _______________________________
                                      Ernest J. Furtado
                                      Chief Financial Officer


Date:  November 19, 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>

________________________                 Chief Financial Officer, Senior                November 19, 2002
Ernest J. Furtado                        Vice President and Secretary





________________________                 President                                      November 19, 2002
John A. Maccarone

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Part II

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

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

     (b) Not applicable.




                                   SIGNATURES


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


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

                                   By Textainer Financial Services Corporation
                                   The Managing General Partner



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


Date:  November 19, 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
__________________________________          Chief Financial Officer, Senior                November 19, 2002
Ernest J. Furtado                           Vice President and Secretary




/s/John A. Maccarone                        President                                      November 19, 2002
__________________________________
John A. Maccarone

</TABLE>

<PAGE>

CERTIFICATIONS

I, John A. Maccarone, certify that:

1.    I have reviewed this quarterly  report on form 10-Q of Textainer Equipment
      Income Fund II, L.P.;

2.    Based on my knowledge, this quarterly  report  does not contain any untrue
      statement of a material fact or omit to state  a  material fact  necessary
      to make the   statements made, in  light of the circumstances  under which
      such statements were made,  not  misleading  with  respect   to the period
      covered by this quarterly report;

3.    Based  on  my  knowledge,  the financial  statements,  and other financial
      information included in this  quarterly   report,  fairly  present  in all
      material respects the financial  condition, results of operations and cash
      flows  of  the  registrant  as of, and for,  the periods presented in this
      quarterly report;

4.    The  registrant's  other certifying  officers  and  I are  responsible for
      establishing  and  maintaining  disclosure   controls  and  procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

      a.)   designed  such  disclosure  controls and procedures  to  ensure that
            material  information  relating  to  the  registrant,  including its
            consolidated  subsidiaries,  is made  known to  us  by others within
            those  entities,  particularly  during  the  period  in  which  this
            quarterly report is being prepared;

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

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

5.    The registrant's other certifying officers  and I have disclosed, based on
      our most recent evaluation,  to the  registrant's  auditors  and the audit
      committee  of  registrant's  board of directors (or persons performing the
      equivalent function):

      a.)   all significant deficiencies in the design  or operation of internal
            controls  which could adversely  affect the  registrant's ability to
            record, process,  summarize  and   report  financial  data  and have
            identified for the  registrant's auditors  any  material  weaknesses
            in internal controls ; and

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

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


November 19, 2002

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

<PAGE>


CERTIFICATIONS

I, Ernest J. Furtado, certify that:

1.    I have reviewed this quarterly  report on form 10-Q of Textainer Equipment
      Income Fund II, L.P.;

2.    Based on my knowledge, this quarterly  report  does not contain any untrue
      statement of a material fact or omit to state  a  material fact  necessary
      to make the   statements made, in  light of the circumstances  under which
      such statements were made,  not  misleading  with  respect   to the period
      covered by this quarterly report;

3.    Based  on  my  knowledge,  the financial  statements,  and other financial
      information included in this  quarterly   report,  fairly  present  in all
      material respects the financial  condition, results of operations and cash
      flows  of  the  registrant  as of, and for,  the periods presented in this
      quarterly report;

4.    The  registrant's  other certifying  officers  and  I are  responsible for
      establishing  and  maintaining  disclosure   controls  and  procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

      a.)   designed  such  disclosure  controls and procedures  to  ensure that
            material  information  relating  to  the  registrant,  including its
            consolidated  subsidiaries,  is made  known to  us  by others within
            those  entities,  particularly  during  the  period  in  which  this
            quarterly report is being prepared;

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

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

5.    The registrant's other certifying officers and I have  disclosed, based on
      our most recent evaluation,  to the  registrant's  auditors  and the audit
      committee  of  registrant's  board of directors (or persons performing the
      equivalent function):

      a.)   all significant deficiencies in the design  or operation of internal
            controls  which could adversely  affect the  registrant's ability to
            record, process,  summarize  and   report  financial  data  and have
            identified for the  registrant's auditors  any  material  weaknesses
            in internal controls ; and

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

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



November 19, 2002

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



<PAGE>


                                  EXHIBIT 99.1



                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                        AS ADOPTED, REGARDING SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly  Report of Textainer  Equipment Income Fund II,
L.P., (the  "Registrant")  on Form 10-Q for the quarterly period ended September
30,  2002,  as filed on  November  19,  2002 with the  Securities  and  Exchange
Commission (the "Report"),  I, John A. Maccarone,  the President and Director of
Textainer Financial Services Corporation ("TFS") and Principal Executive Officer
of TFS, the Managing General Partner of the Registrant,  certify, pursuant to 18
U.S.C. ss. 1350, as adopted,  regarding Section 906 of the Sarbanes-Oxley Act of
2002, that:

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


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





     November 19, 2002




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


<PAGE>


                                  EXHIBIT 99.2



                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                        AS ADOPTED, REGARDING SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly  Report of Textainer  Equipment Income Fund II,
L.P., (the  "Registrant")  on Form 10-Q for the quarterly period ended September
30,  2002,  as filed on  November  19,  2002 with the  Securities  and  Exchange
Commission (the "Report"), I, Ernest J. Furtado, Chief Financial Officer, Senior
Vice  President,   Secretary  and  Director  of  Textainer   Financial  Services
Corporation  ("TFS") and Principal  Financial and Accounting Officer of TFS, the
Managing General Partner of the Registrant,  certify,  pursuant to 18 U.S.C. ss.
1350, as adopted, regarding Section 906 of the Sarbanes-Oxley Act of 2002, that:

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



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





     November 19, 2002




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