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


May 12, 2004


Securities and Exchange Commission
Washington, DC  20549

Ladies and Gentlemen:

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  we are
submitting  herewith for filing on behalf of Textainer Equipment Income Fund II,
L.P. (the "Partnership") the Partnership's Quarterly Report on Form 10-Q for the
First Quarter ended March 31, 2004.

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

Sincerely,

Nadine Forsman
Controller
<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549



                                    FORM 10-Q



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


                  For the quarterly period ended March 31, 2004


                         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 [ ]


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                                 Yes [ ] No [X]


<PAGE>
<TABLE>
<CAPTION>

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

Quarterly Report on Form 10-Q for the
Quarter Ended March 31, 2004

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



                                                                                                             Page
<S>                                                                                                           <C>
Part I    Financial Information

    Item 1.    Financial Statements (unaudited)

          Balance Sheets - March 31, 2004
          and December 31, 2003.............................................................................    3


          Statements of Earnings for the three months
          ended March 31, 2004 and 2003.....................................................................    4


          Statements of Partners' Capital for the three months
          ended March 31, 2004 and 2003.....................................................................    5


          Statements of Cash Flows for the three months
          ended March 31, 2004 and 2003.....................................................................    6


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


    Item 2.    Management's Discussion and Analysis of Financial Condition
               and Results of Operations....................................................................   12


    Item 3.    Quantitative and Qualitative Disclosures about Market Risk...................................   22


    Item 4.    Controls and Procedures......................................................................   22


Part II   Other Information


    Item 2(e). Partnership Purchases of Limited Partner Units...............................................   23


    Item 6.    Exhibits and Reports on Form 8K..............................................................   23

</TABLE>




<PAGE>

<TABLE>
<CAPTION>

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

Balance Sheets

March 31, 2004 and December 31, 2003
(Amounts in thousands)
(unaudited)
------------------------------------------------------------------------------------------------------------------


                                                                                 2004                   2003
                                                                           ----------------       ----------------
<S>                                                                         <C>                  <C>
Assets
Container rental equipment, net of accumulated
   depreciation of $14,050 (2003:  $14,059) (note 4)                       $        13,585        $        14,247
Cash                                                                                   342                    423
Accounts receivable, net of allowance for doubtful
   accounts of $81 (2003:  $68)                                                        888                  1,020
Due from affiliates, net (note 2)                                                      128                    102
Prepaid expenses                                                                        12                     19
                                                                           ----------------       ----------------


                                                                           $        14,955        $        15,811
                                                                           ================       ================
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                        $           117        $            87
   Accrued liabilities                                                                  97                    158
   Accrued damage protection plan costs                                                197                    190
   Deferred quarterly distributions                                                     45                     30
   Deferred damage protection plan revenue                                              80                     82
                                                                           ----------------       ----------------

      Total liabilities                                                                536                    547
                                                                           ----------------       ----------------

Partners' capital:
   General partners                                                                      -                      -
   Limited partners                                                                 14,419                 15,264
                                                                           ----------------       ----------------

      Total partners' capital                                                       14,419                 15,264
                                                                           ----------------       ----------------


                                                                           $        14,955        $        15,811
                                                                           ================       ================


See accompanying notes to financial statements
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

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

    Statements of Earnings

    For the three months ended March 31, 2004 and 2003
    (Amounts in thousands except for unit and per unit amounts)
    (unaudited)
    -------------------------------------------------------------------------------------------------------

                                                                              2004                2003
                                                                        ---------------     ---------------
<S>                                                                    <C>                 <C>
    Rental income                                                       $        1,088      $        1,202
                                                                        ---------------     ---------------

    Costs and expenses:
       Direct container expenses                                                   243                 227
       Bad debt expense (benefit)                                                   13                 (14)
       Depreciation (note 4)                                                       458                 486
       Write-down of containers (note 4)                                            11                  19
       Professional fees                                                            10                   4
       Management fees to affiliates (note 2)                                      104                 112
       General and administrative costs to affiliates (note 2)                      52                  60
       Other general and administrative costs                                       17                  18
       Loss on sale of containers, net (note 4)                                      9                   7
                                                                        ---------------     ---------------

                                                                                   917                 919
                                                                        ---------------     ---------------

       Income from operations                                                      171                 283
                                                                        ---------------     ---------------

       Interest income                                                               1                   1
                                                                        ---------------     ---------------

       Net earnings                                                     $          172      $          284
                                                                        ===============     ===============

    Allocation of net earnings (note 2):
       General partners                                                 $           10      $           10
       Limited partners                                                            162                 274
                                                                        ---------------     ---------------

                                                                        $          172      $          284
                                                                        ===============     ===============

    Limited partners' per unit share
       of net earnings                                                  $         0.05      $         0.08
                                                                        ===============     ===============

    Limited partners' per unit share
       of distributions                                                 $         0.28      $         0.26
                                                                        ===============     ===============

    Weighted average number of limited
       partnership units outstanding                                         3,588,941           3,608,468
                                                                        ===============     ===============


    See accompanying notes to financial statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

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

Statements of Partners' Capital

For the three months ended March 31, 2004 and 2003
(Amounts in thousands)
(unaudited)
----------------------------------------------------------------------------------------------------------------

                                                                         Partners' Capital
                                                    ------------------------------------------------------------
                                                       General                Limited                 Total
                                                    -------------         --------------         ---------------
<S>                                                <C>                    <C>                     <C>
Balances at January 1, 2003                         $          -          $      18,215          $       18,215

Distributions                                                (10)                  (933)                   (943)

Redemptions (note 5)                                           -                    (46)                    (46)

Net earnings                                                  10                    274                     284
                                                    -------------         --------------         ---------------

Balances at March 31, 2003                          $          -          $      17,510          $       17,510
                                                    =============         ==============         ===============

Balances at January 1, 2004                         $          -          $      15,264          $       15,264

Distributions                                                (10)                  (987)                   (997)

Redemptions (note 5)                                           -                    (20)                    (20)

Net earnings                                                  10                    162                     172
                                                    -------------         --------------         ---------------

Balances at March 31, 2004                          $          -          $      14,419          $       14,419
                                                    =============         ==============         ===============


See accompanying notes to financial statements
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

Statements of Cash Flows

For the three months ended March 31, 2004 and 2003
(Amounts in thousands)
(unaudited)
------------------------------------------------------------------------------------------------------------------

                                                                                         2004              2003
                                                                                     -----------       -----------
<S>                                                                                 <C>                  <C>
Cash flows from operating activities:
   Net earnings                                                                      $      172        $      284
   Adjustments to reconcile net earnings to
     net cash provided by operating activities:
        Depreciation (note 4)                                                               458               486
        Write-down of containers (note 4)                                                    11                19
        Increase (decrease)  in allowance for doubtful accounts                              13               (25)
        Loss on sale of containers                                                            9                 7
        Decrease (increase) in assets:
           Accounts receivable                                                              120                71
           Due from affiliates, net                                                         (51)              (89)
           Prepaid expenses                                                                   7                 8
        Increase (decrease) in liabilities:
           Accounts payable and accrued liabilities                                         (31)               (1)
           Accrued damage protection plan costs                                               7                 2
           Deferred damage protection plan revenue                                           (2)                -
                                                                                     -----------       -----------

              Net cash provided by operating activities                                     713               762
                                                                                     -----------       -----------

Cash flows from investing activities:
   Proceeds from sale of containers                                                         209               213
                                                                                     -----------       -----------

              Net cash provided by investing activities                                     209               213
                                                                                     -----------       -----------

Cash flows from financing activities:
   Redemptions of limited partnership units                                                 (20)              (46)
   Distributions to partners                                                               (983)             (957)
                                                                                     -----------       -----------

              Net cash used in financing activities                                      (1,003)           (1,003)
                                                                                     -----------       -----------

Net decrease in cash                                                                        (81)              (28)

Cash at beginning of period                                                                 423               373
                                                                                     -----------       -----------

Cash at end of period                                                                $      342        $      345
                                                                                     ===========       ===========
</TABLE>


See accompanying notes to financial statements

<PAGE>
<TABLE>
<CAPTION>

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

Statements of Cash Flows--Continued

For the three-months ended March 31, 2004 and 2003
(Amounts in thousands)
(unaudited)
--------------------------------------------------------------------------------

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following  table  summarizes  the amounts of  distributions  to partners and
proceeds  from sale of  containers  which had not been paid or  received  by the
Partnership  as of March 31,  2004 and 2003,  and  December  31,  2003 and 2002,
resulting in  differences  in amounts  recorded and amounts of cash disbursed or
received by the Partnership, as shown in the Statements of Cash Flows.

                                                              Mar. 31        Dec. 31       Mar. 31       Dec. 31
                                                                2004           2003          2003          2002
                                                            -----------    -----------   -----------   -----------
<S>                                                            <C>           <C>           <C>           <C>

Distributions to partners included in:
     Due to affiliates..............................            $  3           $  4          $  2          $  4
     Deferred quarterly distributions...............              45             30            35            47

Proceeds from sale of containers included in:
     Due from affiliates............................             114            140           120           144

The following  table  summarizes  the amounts of  distributions  to partners and
proceeds from sale of  containers  recorded by the  Partnership  and the amounts
paid or received as shown in the  Statements  of Cash Flows for the  three-month
periods ended March 31, 2004 and 2003.


                                                                                             2004          2003
                                                                                             ----          ----

Distributions to partners declared.....................................                      $997          $943
Distributions to partners paid.........................................                       983           957

Proceeds from sale of containers recorded..............................                       183           189
Proceeds from sale of containers received..............................                       209           213

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 three-month period ended
March 31,  2004 was $1.  There were no such  transfers  during  the  three-month
period ended March 31, 2003.

</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 months ended March 31, 2004 and 2003
(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 up to six or more years.  The final  termination and winding up of the
     Partnership,  as well as payment of liquidating and/or final distributions,
     will occur at the end of the  liquidation  phase when all or  substantially
     all of the  Partnership's  containers  have been  sold and the  Partnership
     begins its dissolution.

     The accompanying  interim  comparative  financial  statements have not been
     audited by an  independent  public  accountant.  However,  all  adjustments
     (which  were only  normal and  recurring  adjustments)  which  are,  in the
     opinion of management,  necessary to fairly present the financial  position
     of the  Partnership  as of March 31,  2004 and  December  31,  2003 and the
     results of its operations,  changes in partners' capital and cash flows for
     the three-month periods ended March 31, 2004 and 2003, have been made.

     The financial  information  presented  herein should be read in conjunction
     with the audited financial statements and other accompanying notes included
     in the Partnership's  annual audited financial statements as of and for the
     year ended December 31, 2003, 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 following critical  accounting  policies are 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.

     The Partnership depreciates its container rental equipment based on certain
     estimates  related  to the  container's  useful  life  and  salvage  value.
     Additionally, the Partnership writes down the value of its containers if an
     evaluation  indicates  that the  recorded  amounts  of  containers  are not
     recoverable  based on  estimated  future  undiscounted  cash flows and sale
     prices.   These  estimates  are  based  upon  historical  useful  lives  of
     containers and container  sales prices as well as assumptions  about future
     demand for leased containers and estimated sales prices.

     Certain  reclassifications,  not affecting net earnings,  have been made to
     prior year  amounts in order to  conform  to the 2004  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 each of the three-month  periods ended March 31, 2004 and
     2003 the Partnership  incurred $28 of incentive management fees. 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 containers.  TEM holds,  for the payment of direct operating
     expenses,   a  reserve  of  cash  that  has  been  collected  from  leasing
     operations;  such cash is included in due from affiliates, net at March 31,
     2004 and December 31, 2003.

     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 revenues attributable to full payout net leases. These fees
     totaled $76 and $84 for the  three-month  periods  ended March 31, 2004 and
     2003, respectively.

     Certain  indirect  general  and  administrative  costs  such  as  salaries,
     employee   benefits,   taxes  and  insurance  are  incurred  in  performing
     administrative  services  necessary to the  operation  of the  Partnership.
     These  costs  are   incurred   and  paid  by  TFS  and  TEM.   General  and
     administrative  costs allocated to the  Partnership  during the three-month
     periods ended March 31, 2004 and 2003 were as follows:

                                                  2004         2003
                                                  ----         ----

                 Salaries                          $33          $32
                 Other                              19           28
                                                    --           --
                  Total general and
                    administrative costs           $52          $60
                                                    ==           ==

     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  investors to the total number of investors
     of all limited partnerships managed by TFS or equally among all the limited
     partnerships  managed by TFS. The General Partners  allocated the following
     general and administrative  costs to the Partnership during the three-month
     periods ended March 31, 2004 and 2003:

                                                  2004         2003
                                                  ----         ----

                 TEM                               $43          $52
                 TFS                                 9            8
                                                    --           --
                  Total general and
                   administrative costs            $52          $60
                                                    ==           ==


     At March 31,  2004 and  December  31,  2003,  due from  affiliates,  net is
     comprised of:

                                                         2004         2003
                                                         ----         ----
            Due from affiliates:
                     Due from TEM..............          $180         $133
                                                          ---          ---

            Due to affiliates:
                     Due to TCC................            24            5
                     Due to TFS................            28           26
                                                          ---          ---
                                                           52           31
                                                          ---          ---

               Due from affiliates, net                  $128         $102
                                                          ===          ===

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

Note 3.  Lease Rental Income

     Leasing income arises principally from the renting of containers to various
     international  shipping lines. Revenue is recorded when earned according to
     the terms of the container rental contracts.  These contracts are typically
     for  terms of five  years or less.  The  following  is the lease mix of the
     on-lease containers (in units) at March 31, 2004 and 2003:

                                                        2004        2003
                                                        ----        ----

              On-lease under master leases             4,028       4,643
              On-lease under long-term leases          3,194       3,060
                                                       -----       -----

                      Total on-lease containers        7,222       7,703
                                                       =====       =====

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

     The remaining  containers are off-lease and are being stored primarily at a
     large number of storage depots.  At March 31, 2004  approximately 4% of the
     Partnership's  off-lease containers had been specifically identified as for
     sale and are carried at lower of cost or estimated disposal proceeds.

Note 4.  Container Rental Equipment

     The  Partnership  evaluated the  recoverability  of the recorded  amount of
     container  rental equipment at March 31, 2004 and 2003 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 some of these  containers was required.  The  Partnership
     wrote down the value of some of these  containers to their  estimated  fair
     value,  which was based on recent  sales  prices less cost of sales.  These
     containers  are  included  in  container  rental  equipment  in the balance
     sheets.

     During  the  three-month   periods  ended  March  31,  2004  and  2003  the
     Partnership recorded write-down expenses of $11 and $19,  respectively,  on
     35 and 36 containers  identified  as for sale and  requiring a reserve.  At
     March 31,  2004 and 2003,  the net book value of the 41 and 145  containers
     identified as for sale was $36 and $103, respectively.

     During  the  three-month  periods  ended  March  31,  2004  and  2003,  the
     Partnership sold 44 and 35, respectively,  of these previously written down
     containers for losses of $2 and $0, respectively.

     The  Partnership  also sold  containers  that had not been written down and
     recorded losses of $7 for both the three-month periods ended March 31, 2004
     and 2003.
<TABLE>
<CAPTION>

Note 5.  Redemptions

     The following  redemptions were  consummated by the Partnership  during the
     three-month periods ended March 31, 2004 and 2003:

                                                                Units             Average
                                                               Redeemed       Redemption Price         Amount Paid
                                                               --------       ----------------         -----------
<S>                                                            <C>            <C>                      <C>
        Total Partnership redemptions as of
          December 31, 2002....................                 129,570             $6.82                 $  883
        Three-month period ended:
          March 31, 2003.......................                  11,962             $3.85                     46
                                                                -------                                    -----
        Total Partnership redemptions as of
          March 31, 2003.......................                 141,532             $6.56                 $  929
                                                                =======                                    =====


        Total Partnership redemptions as of
          December 31, 2003....................                 155,434             $6.32                 $  983
        Three-month period ended:
          March 31, 2004.......................                   5,625             $3.56                     20
                                                                -------                                    -----
        Total Partnership redemptions as of
          March 31, 2004.......................                 161,059             $6.23                 $1,003
                                                                =======                                    =====
</TABLE>

     The redemption price is fixed by formula in accordance with the Partnership
     Agreement.

<PAGE>


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

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

The Financial Statements contain information which will assist in evaluating the
financial  condition of the Partnership for the three-month  periods ended March
31, 2004 and 2003. 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.


Introduction

The  Partnership is a finite-life  entity whose  principal  business is to own a
fleet of  containers  for  lease to the  international  shipping  industry.  The
Partnership's revenues come primarily from the rental income generated by leased
containers  and, to a smaller  extent,  from services  related to rental income,
such as  handling  charges  paid by lessees.  The  Partnership's  revenues  are,
therefore,  dependent  on  demand  for  leased  containers.  Demand  for  leased
containers drives not only the percentage of the  Partnership's  containers that
are on lease (utilization),  but also, to a certain extent, the rental rates the
Partnership  can charge  under its  leases.  When demand  declines,  utilization
falls,  and the  Partnership has fewer  containers on lease,  often earning less
revenue,  and more containers  off-lease  incurring storage expense. In times of
reduced demand, then, the Partnership has higher expenses and may have to reduce
revenues further by offering  lessees  incentives such as free rental periods or
credits.  Conversely,  in times of increased  demand,  rental revenues  increase
because the  Partnership  has more  containers on lease,  rental rates sometimes
rise,  and expenses will drop because the  Partnership  no longer incurs as many
charges to store or reposition off-lease containers. The General Partners try at
all times to take advantage of the opportunities  created by different levels of
demand for leased containers,  either by changing services, lease terms or lease
rates offered to customers or by concentrating on different geographic markets.

Demand for containers is driven by many factors, including the overall volume of
worldwide  shipping,  the  number  of  containers  manufactured,  the  number of
containers  available  for lease in specific  locations  and the capacity of the
worldwide shipping industry to transport containers on its existing ships. Since
many of the  Partnership's  customers are shipping lines that also own their own
containers, the price and availability of new containers directly affects demand
for leased  containers.  If  shipping  lines have the cash or  financing  to buy
containers and find that alternative  attractive,  demand for leased  containers
will fall.  Current  demand and related  market  conditions  for  containers are
discussed  below under  "Results of Operations:  Current  Market  Conditions for
Leased  Containers."  Competition  for shipping lines' business has increased in
recent years due to  operational  consolidations  among  shipping  lines and the
entry of new leasing  companies that compete with entities like the Partnership.
This  competition  has generally  driven down rental rates and allowed  shipping
lines to obtain other favorable lease terms.

The  Partnership  also  recognizes  gains  and  losses  from  the  sale  of  its
containers.  Containers  are  generally  sold either at the end of their  useful
life, or when an economic analysis indicates that it would be more profitable to
sell a  container  rather  than to  continue to own it. An example of the latter
would be when  re-leasing  a container  might be  relatively  expensive,  either
because of  expenses  required  to repair the  container  or to  reposition  the
container to a location where the container could be readily leased.

The Partnership's  containers are primarily sold to wholesalers who subsequently
sell to buyers such as mini-storage operators,  construction companies,  farmers
and other non-marine users.  Additionally,  if a container is lost or completely
damaged by a lessee,  the Partnership  receives proceeds from the lessee for the
value of the container.  The Partnership  counts these transactions as sales, as
well as the more traditional sales to wholesalers.  Generally,  since 1998, used
container prices have declined, causing the Partnership to realize less from the
sale of its used containers.  Used container sales prices stabilized in 2002 and
2003 and sales prices for certain types of containers have increased slightly in
the first part of 2004.

The  Partnership's  operations  and  financial  results are also affected by the
price of new  containers.  The price for new  containers  fell from 1995 through
2003. This decrease significantly depressed rental rates. This decrease has also
caused the Partnership to evaluate the carrying cost of its container fleet, and
has resulted in write-downs of some  containers the  Partnership  has decided to
sell.  These  matters are  discussed  in detail  below under the caption  "Other
Income and  Expenses:  Write Down of Certain  Containers  Identified  for Sale."
Prior to the start of the Partnership's  liquidation period,  which is discussed
below, the Partnership  purchased new containers,  which allowed the Partnership
to receive some benefit from the decrease in price for new containers.

During the first part of 2004, new container prices have increased significantly
due to a worldwide shortage of steel, which has resulted in limited availability
of new containers.  Although the Partnership is no longer purchasing containers,
the  increase  in new  container  prices  and the  limited  availability  of new
containers has improved demand for the Partnership's containers. See "Results of
Opeations:  Current  Market  Conditions  for  Leased  Containers"  for a further
discussion.

The Partnership is in its liquidation phase, which means that the Partnership no
longer seeks to replenish its container fleet by buying new  containers.  During
this phase, the Partnership  will either (i) sell its remaining  container fleet
to an institutional investor, who would continue to lease the containers or (ii)
sell containers  gradually to wholesalers when the containers are at or near the
end of their useful life, or when they come  off-lease and a sale seems to offer
a better  overall  yield than  continued  operation.  The choice of  liquidation
options has been based on which option is believed to better enhance the overall
economic return to investors.

Over the past several years, the price that  institutional  investors would have
been  willing  to pay  for a  fleet  of  used  containers  has  been  too low in
comparison  to the  estimated  economic  benefit  of  continuing  to  lease  the
containers.  As a result,  the  Partnership  has sold  containers  gradually  to
wholesalers and the liquidation phase has been longer,  rather than shorter. The
liquidation phase can take up to six or more years

Liquidity and Capital Resources

Historical

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 on December  19, 1989,  and on January 15, 1991,  the
Partnership had received its maximum subscription amount of $75,000.

General

In July  2001,  the  Partnership  entered  its  liquidation  phase.  During  the
liquidation  phase,  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.

Sources of Cash

Rental income and proceeds from container sales are the Partnership's  principal
sources of liquidity,  and the source of funds for distributions.  Rental income
and container sales prices are affected by market conditions for leased and used
containers.  Cash provided from these sources will fluctuate based on demand for
leased and used  containers.  Demand for leased and used containers is discussed
more fully in "Results of Operations." Cash provided by operating  activities is
affected by rental  income,  operating  expenses and the timing of both payments
received  from  lessees  and  payments  made by the  Partnership  for  operating
expenses.  Additionally, a continued stream of rental income is dependent partly
on the Partnership's  ability to re-lease containers as they come off lease. See
the  discussion  of  "Utilization"  below under  "Results of  Operations."  Cash
provided by investing  activities is affected by the number of containers  sold,
the sale price received on these containers and the timing of payments  received
for these sales.  Previously reported cash from operations and sales proceeds is
not indicative of future cash flows as these amounts can fluctuate significantly
based on  demand  for new and used  containers,  fleet  size and  timing  of the
payments made and received.  Fluctuations in rental income,  operating expenses,
and sale  prices for used  containers  are  discussed  more fully in "Results of
Operations."

Operating and investing activities are discussed in detail below.

Cash from Operations

Net cash  provided by operating  activities  for the  three-month  periods ended
March 31, 2004 and 2003, was $713 and $762,  respectively.  The decrease of $49,
or 6%, was primarily due to the decrease in net earnings,  adjusted for non-cash
transactions  and was offset by fluctuations in gross accounts  receivable.  The
declines in net earnings, adjusted for non-cash transactions between the periods
and in gross accounts  receivable of $120 for the three-month period ended March
31, 2004 were  primarily due to the decline in rental  income.  Rental income is
discussed more fully under "Results of Operations." Accounts receivable declined
$71 during the  comparable  period in 2003  primarily  due to a decrease  in the
average collection period of accounts receivable.

Cash from Sale of Containers

Current Uses:  For the  three-month  periods ended March 31, 2004 and 2003,  net
cash provided by investing activities (the sale of containers) was comparable at
$209 and $213,  respectively.  Although the  Partnership  sold fewer  containers
during the three-month period ended March 31, 2004,  compared to the same period
in 2003, it received a higher average sales price during 2004.  The  Partnership
primarily sells containers when they come off-lease,  and an analysis  indicates
that the container should be sold. Fluctuations between periods in the number of
containers  sold reflect the age and condition of containers  coming  off-lease,
the  geographic  market in which they come  off-lease,  and other related market
conditions. Fluctuations in sales price between the periods can also be affected
by the number of containers bought by lessees, who reimburse the Partnership for
any  containers  that  are  lost or  completely  damaged  beyond  repair.  These
reimbursement  amounts are frequently  higher than the average sales price for a
container  sold in the open  market  when it comes  off-lease.  See  "Effect  of
Liquidation on Future Cash Flows" below.

Effect of Market  Conditions:  Market  conditions  can affect the  Partnership's
decision to sell an off-lease container. If demand for leased containers is low,
the Partnership is more likely to sell a container rather than incur the cost to
reposition  the container to a location  where it can be released.  If demand is
strong, the Partnership is less likely to identify the container as for sale, as
it is anticipated  that the container can be released in its current location or
repositioned to another location where demand is high. The strong utilization in
the first quarter of 2004 and recent  increases in demand have resulted in fewer
containers  being identified for sale. Some of the market  conditions  affecting
the sale of  containers  are  discussed  below  under  "Comparative  Results  of
Operations."  The decline in the number of  containers  identified  for sale has
caused the average sales price of used  containers  to increase  slightly in the
first quarter of 2004.

Effect of Liquidation on Future Cash Flows:  The number of containers  sold both
in lower demand locations and elsewhere, as well as the amount of sales proceeds
and cash provided by operating activities,  will affect how much the Partnership
will pay in future distributions to Partners.  Future distributions are expected
to decline as cash from  operations and cash from sales proceeds  decrease along
with  the  Partnership's   fleet.  The  fleet  will  decrease  as  part  of  the
Partnership's liquidation and eventual termination.

Uses of Cash

Distributions to partners are the Partnership's  primary use of cash. The amount
of distributions  paid to partners is dependent on cash received from operations
and the sale of  containers,  less  amounts used to pay  redemptions  or held as
working 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.

These activities are discussed in detail below.

Distributions:   During  the  three-month  period  ended  March  31,  2004,  the
Partnership  declared cash  distributions to limited partners  pertaining to the
period from  December 2003 through  February  2004 in the amount of $987,  which
represented  $0.28 per unit. On a cash basis,  as reflected in the Statements of
Cash Flows, after paying redemptions and general partner distributions,  $683 of
these distributions was from operating  activities and the balance of $304 was a
return of capital.  On an accrual  basis,  as  reflected  on the  Statements  of
Partners' Capital,  after paying  redemptions,  $142 of these distributions were
from current year earnings and $845 was a return of capital.

Capital Commitments:  Redemptions: During the three-month period ended March 31,
2004, the Partnership redeemed 5,625 units for a total dollar amount of $20. The
Partnership used cash flow from operations to pay for the redeemed units.

The  Partnership  invests  working  capital  and cash flow from  operations  and
investing  activities  prior to its  distribution to the partners in short-term,
liquid investments.


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) is primarily  affected by the size of its container  fleet, the number
of containers it has on lease  (utilization) and the rental rates received under
its leases. The current status of each of these factors is discussed below.

Size of Container Fleet

The following is a summary of the container fleet (in units) available for lease
during the three-month periods ended March 31, 2004 and 2003:

                                                       2004        2003
                                                       ----        ----

        Beginning container fleet...............      8,452       9,425
        Ending container fleet..................      8,247       9,196
        Average container fleet.................      8,350       9,311

The average  container  fleet  decreased 10% from the  three-month  period ended
March 31, 2003 to the same period in 2004,  primarily due to the continuing sale
of containers.  The decline in container  fleet resulted in lower rental income.
An overall  decline in rental income is expected to continue in future years, as
the size of the Partnership's container fleet continues to decrease.

Utilization

Rental  income and direct  container  expenses are also  affected by the average
utilization  of the container  fleet,  which was 83% on average  during both the
three-month periods ended March 31, 2004 and 2003. The remaining container fleet
is off-lease and is being stored  primarily at a large number of storage depots.
At March 31, 2004 and 2003, utilization was 88% and 84%,  respectively,  and the
Partnership's  off-lease  containers  (in units) were  located in the  following
locations:

                                                   2004           2003
                                                   ----           ----

          Americas                                  427            862
          Europe                                    150            251
          Asia                                      431            342
          Other                                      17             38
                                                   ----          -----

          Total off-lease containers              1,025          1,493
                                                  =====          =====

At March  31,  2004 and 2003,  approximately  4% and 10%,  respectively,  of the
Partnership's off-lease containers had been specifically identified as for sale.

Rental Rates

In addition to  utilization,  rental  income is affected by daily rental  rates.
Daily rental rates are different under  different  lease types.  The two primary
lease  types for the  Partnership's  containers  are long term leases and master
leases. The average daily rental rate for the Partnership's containers decreased
2% from the three-month  period ended March 31, 2003 compared to the same period
in 2004,  primarily due to the decline in long term lease rates. The decline was
partially  offset by a slight  increase in average  rental  rates  under  master
leases between the periods.  The majority of the Partnership's rental income was
generated  from  master  leases,  but in the past  several  years an  increasing
percentage of the  Partnership's  containers  have been on lease under long term
leases.  At  March  31,  2004  and  2003,  44%  and  40%,  respectively,  of the
Partnership's  on-lease  containers  were on lease under long term leases.  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.

Comparative Results of Operations

The  following is a comparative  analysis of the results of  operations  for the
three-month periods ended March 31, 2004 and 2003:


                                                     2004            2003
                                                     ----            ----

       Income from operations                      $  171          $  283
       Rental income                               $1,088          $1,202
       Percent change from previous
       year in
          Average utilization                        - %             32%
          Average container fleet size              (10%)           (13%)
          Average rental rates                      ( 2%)           (10%)

The  Partnership's  rental income  decreased  $114, or 9%, from the  three-month
period ended March 31, 2003 to the comparable  period in 2004 due to declines in
container rental income and other rental income.  Income from container rentals,
the major component of total revenue, decreased $105, or 10%, as a result of the
declines in average  container  fleet and rental  rates as detailed in the above
table.

Current Market Conditions for Leased Containers: Utilization was stable for most
of 2003 and demand remained  strong during the first quarter of 2004.  Beginning
in  2004,  a  worldwide  steel  shortage  caused  significant  increases  in new
container  prices and limited the number of new  containers  being  built.  As a
result,  demand for leased  containers  increased further beginning in March and
has  remained  strong  through the  beginning of May.  Additionally,  the recent
increases in new container  prices have caused lease rates to stabilize and even
increase  for  new  long  term  leases.  The  General  Partners  are  cautiously
optimistic  that current  utilization  levels can be maintained  during the next
several months.  However,  the General Partners  caution that market  conditions
could deteriorate again due to global economic and political conditions.  Demand
for leased  containers  could therefore  weaken again and result in decreases in
utilization,  lease rates and  container  sale prices,  adversely  affecting the
Partnership's operating results.

Sale of  Containers in Lower Demand  Locations:  Despite the increase in demand,
areas of lower  demand for  containers  still  exist due to a  continuing  trade
imbalance  between  Asia and the  Americas  and Europe.  However,  the number of
off-lease  containers in these lower demand locations has decreased,  as lessees
have returned  fewer  containers  to these lower demand  locations and have also
leased  containers  from  some of  these  locations.  In  recent  years,  market
conditions  in these low demand  locations  have driven some sales of  off-lease
containers.  These sales resulted from the high cost of repositioning containers
from these areas.  Before  incurring high  repositioning  costs, the Partnership
generally  weighs those costs  against the expected  future rental stream from a
container.  If the  repositioning  costs  are  too  high  when  compared  to the
anticipated  future rental revenues,  the container will be identified for sale,
rather than repositioned.  Older containers, in particular, have been identified
as for sale in low demand locations  because their expected future rental stream
is reduced by their  shorter  remaining  marine life and by the shipping  lines'
preference for newer  containers.  The Partnership  anticipates  that some sales
will still occur in low demand locations, but expects fewer sales now that fewer
containers  are off-lease in these  locations.  The number of the  Partnership's
off-lease  containers  in the  Americas  and  Europe,  where most of these lower
demand locations occur, is detailed above in "Utilization."

Other Income and Expenses

The following is a discussion  of other income  earned and expenses  incurred by
the Partnership:

Other Rental Income

Other rental income consists of other lease-related items, primarily income from
charges to lessees for dropping off containers in surplus locations less credits
granted to lessees for  leasing  containers  from  surplus  locations  (location
income),  income  from  charges to lessees for  handling  related to leasing and
returning  containers (handling income) and income from charges to lessees for a
Damage Protection Plan (DPP).

For the three-month period ended March 31, 2004, other rental income was $121, a
decrease of $9 from the equivalent  period in 2003. The decrease in other rental
income was  primarily  due to a decrease  in location  income of $35,  offset by
increases in DPP and handling income of $21 and $5, respectively.

Direct Container Expenses

Direct  container  expenses  increased $16, or 7%, from the  three-month  period
ended  March  31,  2003 to the  equivalent  period  in  2004,  primarily  due to
increases in insurance and handling  expenses of $11 and $7.  Insurance  expense
increased due to the receipt of a premium credit recorded during the three-month
period ended March 31, 2003. The increase in handling  expense was primarily due
to an increase in container movement.

Bad Debt Expense or Benefit

Bad debt expense  (benefit) was $13 and ($14) for the three-month  periods ended
March  31,  2004  and  2003,  respectively.  Fluctuations  in bad  debt  expense
(benefit) reflect the adjustments to the bad debt reserve, after deductions have
been taken  against the  reserve,  and are based on  management's  then  current
estimates of the portion of accounts  receivable that may not be collected,  and
which will not be covered by insurance.  These  estimates are based primarily on
management's  current assessment of the financial condition of the Partnership's
lessees  and their  ability  to make  their  required  payments.  See  "Critical
Accounting  Policies  and  Estimates"  below.  The expense  recorded  during the
three-month  period  ended March 31, 2004  reflects a higher  reserve  estimate,
after deductions had been taken against the reserve, from December 31, 2003. The
benefit  recorded during the three-month  period ended March 31, 2003 reflects a
lower reserve  estimate,  after  deductions  had been taken against the reserve,
from December 31, 2002.

Depreciation Expense

The decrease in depreciation  expense of $28, or 6%, from the three-month period
ended March 31, 2003 to the  comparable  period in 2004 was primarily due to the
decline  in  average  fleet  size.   For  a  discussion  of  the   Partnership's
depreciation policy, see "Critical Accounting Policies and Estimates:  Container
Depreciation Estimates."

Write Down of Certain Containers Identified for Sale

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 and have remained low through
2003.  As a result,  the cost of new  containers  purchased  in recent  years is
significantly less than the average cost of containers purchased in prior years.
The Partnership evaluated the recoverability of the recorded amount of container
rental  equipment  at March  31,  2004 and  2003 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 some of
these  containers was required.  The  Partnership  wrote down the value of these
containers to their  estimated net realizable  value,  which was based on recent
sales prices less cost to sell.

Write-down expense decreased $8, or 42%, from the three-month period ended March
31, 2003 to the same period in 2004.  The decline was  primarily  due to a lower
average required write down.
<PAGE>

Loss on Sale of Containers

The  following  details the loss on the sale of containers  for the  three-month
periods ended March 31, 2004 and 2003:

                                                     2004           2003
                                                     ----           ----

        Loss on written-down containers                $2             $-
        Loss on other containers                        7              7
                                                        -              -
        Total loss on container sales                  $9             $7
                                                        =              =

The  Partnership  recorded a loss on the sale of written down containers for the
three-month period ended March 31, 2004, as the estimated sales proceeds used to
determine  the  write-down  amounts  were  greater  than the actual  sales price
received on these containers.  See "Critical  Accounting Policies and Estimates"
below.

As the Partnership  determines the number of containers  identified for sale and
the related  write-down  amount on a monthly  basis,  some  containers  are sold
before they are written down. The loss on these containers is referred to in the
table  above  as  "Loss  on other  containers."  Loss on  other  containers  was
comparable  between the  periods.  The amount of loss on the sale of these other
containers  fluctuates based on the specific  conditions of the containers sold,
the type of container  sold, the locations  where the  containers  were sold and
their net book value, rather than any identifiable trend. Container sales prices
appear to have  stabilized and have increased  slightly in 2004 after  declining
for the past several years.

Management Fees and General and Administrative Costs

Management fees to affiliates  consist of equipment  management  fees, which are
primarily based on rental income, and incentive management fees, which are based
on the Partnership's  limited and general partner  distributions  made from cash
from operations and partners' capital.  The following details these fees for the
three-month periods ended March 31, 2004 and 2003:

                                                         2004        2003
                                                         ----        ----

       Equipment management fees                         $ 76        $ 83
       Incentive management fees                           28          29
                                                          ---         ---
         Management fees to affiliates                   $104        $112
                                                          ===         ===

Equipment  management fees fluctuated based on the fluctuations in rental income
and were  approximately  7% of rental  income for both the  three-month  periods
ended March 31, 2004 and 2003. Fluctuations in incentive management fees between
the periods were primarily due to  fluctuations  in the amount of  distributions
paid from cash from operations.

General and  administrative  costs to  affiliates  decreased $8, or 7%, from the
three-month  period ended March 31, 2003 to the comparable  period in 2004. This
decrease was primarily due to decreases in overhead costs allocated from TEM, as
the Partnership represented a smaller portion of the total fleet managed by TEM.

Other general and administrative costs were comparable at $17 and $18 during the
three-month periods ended March 31, 2004 and 2003, respectively.

Contractual Obligations

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.

The Partnership Agreement requires the Partnership to continue to pay these fees
and expenses to the General  Partners and to reimburse the General  Partners for
expenses  incurred by them and other service  providers.  For the amount of fees
and  reimbursements  made to the General  Partners for the  three-month  periods
ended March 31, 2004 and 2003, see Note 2 to the Financial Statements in Item 1.
For the amount of fees and reimbursements  made to other service providers,  see
Other general and administrative  expenses in the Statements of Earnings in Item
1.
<PAGE>
Net Earnings per Limited Partnership Unit

                                                        2004         2003
                                                        ----         ----
        Net earnings per limited
          partnership unit                             $0.05        $0.08
        Net earnings allocated
          to limited partners                          $ 162        $ 274

Net earnings per limited  partnership  unit fluctuates  based on fluctuations in
net earnings  allocated to limited partners as detailed above. The allocation of
net earnings for the three-month  periods ended March 31, 2004 and 2003 included
a special  allocation  of gross  income to the  General  Partners  of $8 and $7,
respectively, in accordance with the Partnership Agreement.

Critical Accounting Policies and Estimates

Certain estimates and assumptions were made by the Partnership's management that
affect  its  financial  statements.  These  estimates  are  based on  historical
experience and on assumptions believed to be reasonable under the circumstances.
These  estimates and assumptions  form the basis for making  judgments about the
carrying value of assets and liabilities. Actual results could differ.

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.

Allowance for Doubtful Accounts: The allowance for doubtful accounts is 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 General Partners have established a Credit Committee, which actively manages
and monitors the collection of  receivables  on at least a monthly  basis.  This
committee  establishes  credit limits for every lessee and  potential  lessee of
equipment,   monitors   compliance  with  these  limits,   monitors   collection
activities,  follows up on the  collection of outstanding  accounts,  determines
which  accounts  should be  written-off  and estimates  allowances  for doubtful
accounts.  As a result of  actively  managing  these  areas,  the  Partnership's
allowance for bad debt as a percentage of accounts receivable has ranged from 6%
to 13% and has averaged approximately 9% over the last 5 years. These allowances
have historically covered all of the Partnership's bad debts.

Container  Depreciation  Estimates:  The  Partnership  depreciates its container
rental equipment based on certain  estimates  related to the container's  useful
life and salvage value. The Partnership  estimates a container's  useful life to
be 12 years,  an estimate which it has used since the  Partnership's  inception.
Prior to July 1, 2002, the Partnership  estimated  salvage value as a percentage
of equipment cost.  Effective July 1, 2002, the Partnership revised its estimate
for container  salvage value to an estimated  dollar residual value,  reflecting
current expectations of ultimate residual values.

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.  The  Partnership  will revise its estimate of residual  values if it is
determined that these estimates are no longer  reasonable  based on recent sales
prices and revised  assumptions  regarding future sales prices.  The Partnership
will revise its estimate of container  useful life if it is determined  that the
current  estimates  are  no  longer  reasonable  based  on  the  average  age of
containers  sold and revised  assumptions  regarding  future  demand for leasing
older containers.

As a  result,  depreciation  expense  could  fluctuate  significantly  in future
periods as a result of any  revisions  made to these  estimates.  A decrease  in
estimated   residual  values  or  useful  lives  of  containers  would  increase
depreciation expense,  adversely affecting the Partnership's  operating results.
Conversely, any increase in these estimates would result in a lower depreciation
expense,  resulting in an improvement in operating results.  These changes would
not affect cash generated from operations, as depreciation is a non-cash item.

Container  Impairment  Estimates:  Write-downs of containers are made when it is
determined  that the recorded  value of the containers  exceeds their  estimated
fair value. Containers held for continued use and containers identified for sale
in the ordinary  course of business are considered to have  different  estimated
fair values.

In  determining  estimated  fair value for a container  held for continued  use,
management must estimate the future  undiscounted  cash flows for the container.
Estimates  of future  undiscounted  cash flows  require  estimates  about future
rental  revenues to be  generated  by the  container,  future  demand for leased
containers,  and the length of time for which the  container  will  continue  to
generate  revenue.  To date,  management  has not found the  estimates of future
undiscounted  cash flows to be less than the recorded value of the Partnership's
containers.  Therefore,  the  Partnership  has not recorded any  write-downs  of
containers  to be  held  for  continued  use.  Estimates  regarding  the  future
undiscounted  cash flows for these containers  could prove to be inaccurate.  If
these containers are sold prior to the end of their useful lives and before they
are written down, as a result of being  identified as for sale, the  Partnership
may incur losses on the sale of these containers.

In  determining  estimated  fair value for a container  identified for sale, the
current estimated sales price for the container, less estimated cost to sell, is
compared to its recorded value.  This recorded value has been found to be higher
than the estimated sales price, less cost to sell, for some containers and these
containers  have been  written  down.  See  "Write  Down of  Certain  Containers
Identified for Sale" above. The Partnership has,  however,  recorded some losses
on the sale of these previously  written-down  containers.  Losses were recorded
because  the  estimated  sales  price was  higher  than the actual  sales  price
realized.  Estimated  sales prices are  difficult to predict,  and  management's
estimates  proved  too  high in  these  cases.  See  "Gain  and  Loss on Sale of
Containers" above.

The Partnership will continue to monitor the  recoverability  of its containers.
If actual market  conditions for leased containers are less favorable than those
projected,  if  actual  sales  prices  are lower  than  those  estimated  by the
Partnership,  or if the estimated useful lives of the  Partnership's  containers
are  shortened,  additional  write-downs  may be required  and/or  losses may be
incurred.  Any  additional  write-downs  or losses  would  adversely  affect the
Partnership's operating results.

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,  the risk of  technological  obsolescence,
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  "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,  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.  The
Partnership  does  not  undertake  any  obligation  to  update   forward-looking
statements.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

Exchange Rate Risk

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 does pay a small amount
of its expenses in various foreign currencies.  For the three-month period ended
March 31, 2004,  approximately 8% of the Partnership's  expenses were paid in 14
different foreign currencies.  As there are no significant  payments made in any
one foreign currency, the Partnership does not hedge these expenses.

Item 4.  Controls and Procedures.

Based on an evaluation of the Partnership's  disclosure  controls and procedures
(as defined in Rules 13a-15 and 15d-15 of the Securities  Exchange Act of 1934),
the  managing  general  partner's  principal  executive  officer  and  principal
financial officer have found those controls and procedures to be effective as of
the end of the  period  covered by the  report.  There has been no change in the
Partnership's internal control over financial reporting that occurred during the
Partnership's  last fiscal  quarter,  and which has materially  affected,  or is
reasonably likely materially to affect, the Partnership's  internal control over
financial reporting.


<PAGE>
<TABLE>
<CAPTION>


Part II

Item 2(e).   Partnership Purchases of Limited Partner Units

---------------------------- ------------------ -------------- --------------------- --------------------
                                                                  Total number of           Maximum
                                                                  units purchased       number of units
                                                                    as part of          that may yet be
                                                                     publicly              purchased
                                Total number       Average           announced             under the
                                  of units        price paid        redemption            redemption
           Period               purchased (1)      per unit           program             program (2)
---------------------------- ------------------ -------------- --------------------- --------------------
<S>     <C>                     <C>              <C>            <C>                     <C>

January 1 to
    January 31, 2004               5,625            $3.56              5,625                 N/A

    Total (3)

---------------------------- ------------------ -------------- --------------------- --------------------

(1)  These units are purchased as part of the limited  partnership's  redemption
     program and the first  redemption  offering  was  announced  in May,  1994.
     Redemptions  are  held  from  time to time to  give  limited  partners  the
     opportunity to sell their units to the  Partnership at a price  established
     by formula.  Limited partners are notified of each regular redemption offer
     in the  Partnership's  quarterly or annual investor  report.  No units were
     purchased by the Partnership other than through the Partnership's  publicly
     announced redemption program.

(2)  The redemption  program is subject to the following  limitation.  It has no
     expiration  date, but redemption  offers are made only when the Partnership
     has cash  available  to make  redemptions.  Under the  limited  partnership
     agreement,   redemptions  are  further  subject  to  the  Managing  General
     Partner's good faith determination that payment for the redeemed units will
     not (i) cause the Partnership to be taxed as a corporation, (ii) impair the
     capital or  operations of the  Partnership,  or (iii) impair the ability of
     the Partnership to pay  distributions  in accordance with its  distribution
     policy. The limited partnership agreement further provides that 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.  For
     information  about  units  redeemed  in  prior  periods,  see  notes to the
     Financial Statements.

(3)  In the first quarter,  units were purchased only in January, so the January
     amounts represent the total for the quarter.


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

(a)  Exhibits 31.1 and 31.2 Certifications pursuant to Rules 13a-14 or 15d-14 of
     the Securities and Exchange Act of 1934.

     Exhibits 32.1 and 32.2 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.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                   SIGNATURES


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


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

                        By Textainer Financial Services Corporation
                        The Managing General Partner



                        By _______________________________
                           Ernest J. Furtado
                           Chief Financial Officer


Date:  May 12, 2004

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                May 12, 2004
Ernest J. Furtado                        Vice President and Secretary





________________________                 President                                      May 12, 2004
John A. Maccarone


</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                                   SIGNATURES


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


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

                        By Textainer Financial Services Corporation
                        The Managing General Partner



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



Date:  May 12, 2004


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                May 12, 2004
Ernest J. Furtado                        Vice President and Secretary





/s/John A. Maccarone
________________________                President                                       May 12, 2004
John A. Maccarone

</TABLE>

<PAGE>



                                  EXHIBIT 31.1


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 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
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  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 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-15(e) and  15d-15(e))  for the registrant and we
     have:

     a.)  designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  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 report is being prepared;

     b.)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c.)  disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b.)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

May 12, 2004

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




<PAGE>


                                  EXHIBIT 31.2


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 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
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  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 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-15(e) and  15d-15(e))  for the registrant and we
     have:

     a.)  designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  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 report is being prepared;

     b.)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c.)  disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b.)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

May 12, 2004

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


<PAGE>


                                  EXHIBIT 32.1



                            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 March 31,
2004, as filed on May 12, 2004 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.





     May 12, 2004




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




A signed  original of this  written  statement  required by Section 906 has been
provided to the  Registrant and will be retained by the Registrant and furnished
to the Securities and Exchange Commission or its staff upon request.




<PAGE>





                                  EXHIBIT 32.2



                            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 March 31,
2004, as filed on May 12, 2004 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.





     May 12, 2004




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





A signed  original of this  written  statement  required by Section 906 has been
provided to the  Registrant and will be retained by the Registrant and furnished
to the Securities and Exchange Commission or its staff upon request.