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


August 10, 2001


Securities and Exchange Commission
Washington, DC  20549

Gentlemen:

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  we are
submitting  herewith for filing on behalf of Textainer Equipment Income Fund II,
L.P. (the "Partnership") the Partnership's Quarterly Report on Form 10-Q for the
Second Quarter ended June 30, 2001.

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 June 30, 2001


                           Commission file number 0-19145


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


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

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

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


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

                                 Yes [X] No [ ]


<PAGE>

<TABLE>
<CAPTION>

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

Quarterly Report on Form 10-Q for the
Quarter Ended June 30, 2001

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


                                                                                                        Page
<S>                                                                                                      <C>

Item 1.   Financial Statements

          Balance Sheets - June 30, 2001
          and December 31, 2000 (unaudited)...........................................................     3



          Statements of Operations for the three and six months
          ended June 30, 2001 and 2000 (unaudited)....................................................     4



          Statements of Partners' Capital for the six months
          ended June 30, 2001 and 2000 (unaudited)....................................................     5



          Statements of Cash Flows for the six months
          ended June 30, 2001 and 2000 (unaudited)....................................................     6



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



Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations...................................................................    13


</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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

Balance Sheets

June 30, 2001 and December 31, 2000
(Amounts in thousands)
(unaudited)
------------------------------------------------------------------------------------------------------------------

                                                                                 2001                   2000
                                                                           ----------------       ----------------
<S>                                                                             <C>                      <C>
Assets
Container rental equipment, net of accumulated
    depreciation of $17,400 (2000:  $18,108) (note 4)                      $        23,583        $        25,980
Cash                                                                                 1,628                  1,652
Net investment in direct finance leases (note 3)                                        96                    123
Accounts receivable, net of allowance for doubtful
    accounts of $120 (2000:  $219)                                                   1,261                  1,514
Due from affiliates, net (note 2)                                                      254                    484
Prepaid expenses                                                                         3                     10
                                                                           ----------------       ----------------


                                                                           $        26,825        $        29,763
                                                                           ================       ================
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                        $           220        $           198
   Accrued liabilities                                                                  88                    205
   Accrued damage protection plan costs                                                119                    151
   Accrued recovery costs                                                               97                     88
   Deferred quarterly distributions                                                     63                     66
   Container purchases payable                                                           -                     88
                                                                           ----------------       ----------------

      Total liabilities                                                                587                    796
                                                                           ----------------       ----------------

Partners' capital:
   General partners                                                                      -                      -
   Limited partners                                                                 26,238                 28,967
                                                                           ----------------       ----------------

      Total partners' capital                                                       26,238                 28,967
                                                                           ----------------       ----------------


                                                                           $        26,825        $        29,763
                                                                           ================       ================
</TABLE>

See accompanying notes to financial statements

<PAGE>
<TABLE>
<CAPTION>

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

    Statements of Operations

    For the three and six months ended June 30, 2001 and 2000
    (Amounts in thousands except for unit and per unit amounts)
    (unaudited)
    --------------------------------------------------------------------------------------------------------------------------------

                                                               Three months      Three months          Six months       Six months
                                                                  Ended              Ended               Ended             Ended
                                                               June 30, 2001     June 30, 2000       June 30, 2001     June 30, 2000
                                                              --------------     --------------      --------------    -------------
<S>                                                                  <C>              <C>                 <C>                <C>
    Rental income                                             $       1,541      $       2,025       $       3,250     $      3,993
                                                              --------------     --------------      --------------    -------------

    Costs and expenses:
       Direct container expenses                                        468                343                 955              685
       Bad debt benefit                                                 (12)               (42)                (24)             (21)
       Depreciation                                                     607                674               1,236            1,350
       Write-down of containers (note 4)                                 86                 68                 121              149
       Professional fees                                                  8                 23                  18               40
       Management fees to affiliates (note 2)                           214                206                 391              408
       General and administrative costs to affiliates (note 2)           76                 96                 160              190
       Other general and administrative costs                            25                 26                  47               45
       Loss (gain) on sale of containers (note 4)                        93               (108)                113              (94)
                                                              --------------     --------------      --------------    -------------

                                                                      1,565              1,286               3,017            2,752
                                                              --------------     --------------      --------------    -------------

       (Loss) income from operations                                    (24)               739                 233            1,241
                                                              --------------     --------------      --------------    -------------

    Interest income                                                      19                 37                  44               69
                                                              --------------     --------------      --------------    -------------

       Net (loss) earnings                                    $          (5)     $         776       $         277     $      1,310
                                                              ==============     ==============      ==============    =============

    Allocation of net (loss) earnings (note 2):
       General partners                                       $          15      $          15       $          31     $         31
       Limited partners                                                 (20)               761                 246            1,279
                                                              --------------     --------------      --------------    -------------

                                                              $          (5)     $         776       $         277     $      1,310
                                                              ==============     ==============      ==============    =============

    Limited partners' per unit share
       of net (loss) earnings                                 $       (0.01)     $        0.21       $        0.07     $       0.34
                                                              ==============     ==============      ==============    =============

    Limited partners' per unit share
       of distributions                                       $        0.40      $        0.40       $        0.80     $       0.80
                                                              ==============     ==============      ==============    =============

    Weighted average number of limited
       partnership units outstanding                              3,692,962          3,711,328           3,692,962        3,711,328
                                                              ==============     ==============      ==============    =============
</TABLE>


    See accompanying notes to financial statements

<PAGE>
<TABLE>
<CAPTION>

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

Statements of Partners' Capital

For the six months ended June 30, 2001 and 2000
(Amounts in thousands)
(unaudited)
----------------------------------------------------------------------------------------------------------------

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

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

Distributions                                                (31)                (2,969)                 (3,000)

Redemptions (note 5)                                           -                     (7)                     (7)

Net earnings                                                  31                  1,279                   1,310
                                                    -------------         --------------         ---------------

Balances at June 30, 2000                           $          -          $      30,807          $       30,807
                                                    =============         ==============         ===============

Balances at January 1, 2001                         $          -          $      28,967          $       28,967

Distributions                                                (31)                (2,955)                 (2,986)

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

Net earnings                                                  31                    246                     277
                                                    -------------         --------------         ---------------

Balances at June 30, 2001                           $          -          $      26,238          $       26,238
                                                    =============         ==============         ===============
</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

For the six months ended June 30, 2001 and 2000
(Amounts in thousands)
(unaudited)
-----------------------------------------------------------------------------------------------------------------

                                                                                       2001              2000
                                                                                    -----------       -----------
<S>                                                                                     <C>              <C>
Cash flows from operating activities:
   Net earnings                                                                     $      277        $    1,310
   Adjustments to reconcile net earnings to
       net cash provided by operating activities:
         Depreciation                                                                    1,236             1,350
         Write-down of containers (note 4)                                                 121               149
         Decrease in allowance for doubtful accounts                                       (99)              (24)
         Loss (gain) on sale of containers                                                 113               (94)
         Decrease in assets:
            Net investment in direct finance leases                                         30               149
            Accounts receivable                                                            352               126
            Due from affiliates, net                                                       259                89
            Prepaid expenses                                                                 7                 8
         Increase (decrease) in liabilities:
            Accounts payable and accrued liabilities                                       (95)              (21)
            Accrued damage protection plan costs                                           (32)                8
            Accrued recovery costs                                                           9                22
            Warranty claims                                                                  -              (107)
                                                                                    -----------       -----------


              Net cash provided by operating activities                                  2,178             2,965
                                                                                    -----------       -----------

Cash flows from investing activities:
   Proceeds from sale of containers                                                        903             1,155
   Container purchases                                                                     (96)           (1,444)
                                                                                    -----------       -----------

              Net cash provided by (used in) investing activities                          807              (289)
                                                                                    -----------       -----------

Cash flows from financing activities:
   Redemptions of limited partnership units                                                (20)               (7)
   Distributions to partners                                                            (2,989)           (3,000)
                                                                                    -----------       -----------

              Net cash used in financing activities                                     (3,009)           (3,007)
                                                                                    -----------       -----------

Net decrease in cash                                                                       (24)             (331)

Cash at beginning of period                                                              1,652             2,018
                                                                                    -----------       -----------

Cash at end of period                                                               $    1,628        $    1,687
                                                                                    ===========       ===========
</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 six months ended June 30, 2001 and 2000
(Amounts in thousands)
(unaudited)
--------------------------------------------------------------------------------

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of container purchases, distributions
to partners,  and proceeds  from sale of  containers  which had not been paid or
received as of June 30, 2001 and 2000, and December 31, 2000 and 1999, resulting
in differences in amounts  recorded and amounts of cash disbursed or received by
the  Partnership,  as shown in the  Statements  of Cash Flows for the  six-month
periods ended June 30, 2001 and 2000.

                                                               June 30       Dec. 31          June 30        Dec. 31
                                                                2001           2000            2000           1999
                                                             -----------    -----------    -------------    ----------
<S>                                                              <C>            <C>            <C>              <C>
Container purchases included in:
     Due to affiliates..............................              $  -          $  -            $  8            $  -
     Container purchases payable....................                 -            88               -             243

Distributions to partners included in:
     Due to affiliates..............................                 6             6               6               6
     Deferred quarterly distributions...............                63            66              69              69

Proceeds from sale of containers included in:
     Due from affiliates............................               308           279             292             367

The following table summarizes the amounts of container purchases, distributions
to partners and proceeds from sale of containers recorded by the Partnership and
the amounts  paid or received as shown in the  Statements  of Cash Flows for the
six-month periods ended June 30, 2001 and 2000.



                                                                                               2001            2000
                                                                                              ------          ------

Container purchases recorded......................................................            $    8          $1,209
Container purchases paid..........................................................                96           1,444

Distributions to partners declared................................................             2,986           3,000
Distributions to partners paid....................................................             2,989           3,000

Proceeds from sale of containers recorded.........................................               932           1,080
Proceeds from sale of containers received.........................................               903           1,155

</TABLE>

See accompanying notes to financial statements

<PAGE>


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

Notes To Financial Statements

For the three and six months ended June 30, 2001 and 2000
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
--------------------------------------------------------------------------------

Note 1.   General

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

      In July 2001, the Partnership began its  liquidation phase. This phase may
      last from two to six or more years depending on whether the containers are
      sold  (i) in  one or  more large  transactions, or (ii)  gradually as they
      reach the end of their useful marine lives or when an  analysis  indicates
      that their sale is warranted based  on the  container's age,  location and
      condition.  The  Partnership  anticipates  that  all  excess  cash,  after
      redemptions and  working  capital  reserves,  will be  distributed to  the
      limited  and  general  partners on a  monthly basis. The first liquidating
      distribution will be paid on July 31, 2001.

      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  June 30,  2001 and  December 31,  2000, and the
      results of its operations, changes in partners' capital and cash flows for
      the six-month periods ended June 30, 2001 and 2000, have been made.

      The financial information presented  herein should be read in  conjunction
      with the audited financial statements and the accompanying  notes included
      in the  Partnership's audited financial statements as of and  for the year
      ended December 31, 2000, in the Annual Report filed on Form 10-K.

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

      Certain reclassifications, not  affecting net  earnings (loss),  have been
      made to  prior  year  amounts  in  order to  conform to the 2001 financial
      statement presentation.

Note 2.    Transactions with Affiliates

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

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

      As part of the operation of the Partnership, the Partnership is  to pay to
      the General Partners, an acquisition fee, an equipment  management fee, an
      incentive management fee and an equipment liquidation fee. These fees  are
      for  various services provided in  connection with the  administration and
      management of the Partnership. No  acquisition  fees were  incurred during
      the six-month period ended June 30, 2001. The Partnership  capitalized $58
      of acquisition fees as part of container rental equipment costs during the
      six-month period ended June 30, 2000. For the three  and six-month periods
      ended June 30, 2001 the Partnership  incurred $106   and $168 of incentive
      management fees,  respectively, and $62  and  $124,  respectively, for the
      comparable  periods  in 2000.   There were no   equipment liquidation fees
      incurred during these periods.

      The  Partnership's  container fleet is  managed  by  TEM.  In  its role as
      manager, TEM has   authority to   acquire, hold,   manage, lease, sell and
      dispose of the Partnership's containers. TEM   holds, for the   payment of
      direct operating expenses, a reserve of cash that has been  collected from
      leasing operations; such cash is included  in due from  affiliates, net at
      June 30, 2001 and December 31, 2000.

      Subject to certain reductions, TEM receives a monthly equipment management
      fee equal to 7% of gross lease revenues  attributable to  operating leases
      and 2% of gross lease revenues   attributable to full   payout net leases.
      These fees totaled $108 and $223 for the three and six-month periods ended
      June 30,  2001,   respectively, and $144 and $284,   respectively, for the
      comparable periods in 2000. The Partnership's container fleet is leased by
      TEM to third party lessees on operating   master leases, spot leases, term
      leases and direct finance leases. The majority of   the container fleet is
      leased under operating master leases with limited   terms and  no purchase
      option.

      Certain   indirect  general and   administrative  costs  such as salaries,
      employee  benefits,  taxes  and  insurance   are  incurred  in  performing
      administrative services   necessary to the   operation of the Partnership.
      These   costs  are incurred  and  paid   by   TFS  and  TEM. General   and
      administrative costs allocated  to the  Partnership  during the  three and
      six-month periods ended June 30, 2001 and 2000 were as follows:


                                      Three months                 Six months
                                     ended June 30,              ended June 30,
                                    ---------------             ---------------
                                    2001       2000             2001       2000
                                    ----       ----             ----       ----

      Salaries                       $43        $49             $ 91       $100
      Other                           33         47               69         90
                                      --         --              ---        ---
         Total general and
           administrative costs      $76        $96             $160       $190
                                      ==         ==              ===        ===


      TEM allocates these general and administrative costs based on the ratio of
      the  Partnership's  interest  in  the managed   containers  to  the  total
      container fleet managed by TEM during  the  period.  TFS  allocates  these
      costs based on the  ratio  of the  Partnership's  containers  to the total
      container fleet of all limited partnerships  managed by TFS.  The  General
      Partners allocated the following general and  administrative costs  to the
      Partnership during the three and six-month periods ended June 30, 2001 and
      2000:


                                      Three months               Six months
                                     ended June 30,            ended June 30,
                                     --------------           ---------------
                                     2001      2000           2001       2000
                                     ----      ----           ----       ----

      TEM                             $66       $82           $139       $163
      TFS                              10        14             21         27
                                       --        --            ---        ---
        Total general and
          administrative costs        $76       $96           $160       $190
                                       ==        ==            ===        ===


      The General  Partners may  acquire  containers in  their own name and hold
      title on a temporary basis for the purpose of facilitating the acquisition
      of such containers for the Partnership. The containers  may then be resold
      to the Partnership on  an all-cash  basis  at a  price equal to the actual
      cost, as defined in the Partnership  Agreement. In  addition, the  General
      Partners are entitled to an acquisition  fee for any  containers resold to
      the Partnership.

      At  June 30,  2001 and  December 31,  2000, due   from affiliates, net  is
      comprised of:

                                                          2001              2000
                                                          ----              ----
      Due from affiliates:
       Due from TEM...................................    $326              $516
                                                           ---               ---

      Due to affiliates:
       Due to TFS.....................................      59                24
       Due to TL......................................       1                 1
       Due to TCC.....................................      12                 7
                                                           ---               ---
                                                            72                32
                                                           ---               ---

      Due from affiliates, net                            $254              $484
                                                           ===               ===

      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 sales proceeds from TEM.

Note 3.   Direct Finance Leases

      The  Partnership has leased  containers  under direct  finance leases with
      terms ranging from two to five years. The components of the net investment
      in direct finance leases at  June 30,  2001 and  December  31, 2000 are as
      follows:

                                                              2001         2000
                                                              ----         ----

      Future minimum lease payments receivable............    $107         $137
      Residual value......................................       2            3
      Less:  unearned income..............................     (13)         (17)
                                                               ---          ---

      Net investment in direct finance leases.............    $ 96         $123
                                                               ===          ===


      The following is a schedule  by year of minimum  lease payments receivable
      under the direct finance leases as of June 30, 2001:

      Year ending June 30:

      2002...............................................                  $ 46
      2003...............................................                    33
      2004...............................................                    23
      2005...............................................                     5
                                                                            ---

      Total minimum lease payments receivable............                  $107
                                                                            ===

      Rental income for the three and six-month periods  ended June 30, 2001 and
      2000  includes $2  and $3  and  $6 and  $20,  respectively, of income from
      direct finance leases.

Note 4. Container Rental Equipment Write-Down


      New container prices declined from  1995 through 1999.  Although container
      prices increased in 2000, these prices declined again in the first half of
      2001. 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  June 30, 2001 and 2000 for containers to
      be held for continued use and determined that a reduction to the  carrying
      value of these containers was not required. The Partnership also evaluated
      the  recoverability of the  recorded amount  of containers  identified for
      sale in the ordinary course of business and determined that a reduction to
      the carrying value of these containers was required. The Partnership wrote
      down the value of these containers to their  estimated  fair value,  which
      was based on recent sales prices less cost  to sell.  During the six-month
      periods ended June 30, 2001 and 2000, the  Partnership recorded write-down
      expenses  of  $121  and  $149,  respectively,  on 345  and 356  containers
      identified as for sale and  requiring a  reserve.  During the  three-month
      periods ended June 30, 2001  and 2000, the Partnership recorded write-down
      expenses   of  $86  and $68,   respectively,  on  234  and  167 containers
      identified as for sale and requiring a reserve. At June 30, 2001 and 2000,
      the net book value of containers identified as for sale was $400 and $375,
      respectively.

      The Partnership sold 215 of these previously written down containers for a
      loss of $9 during the six-month period ended  June  30, 2001  and sold 345
      previously written down containers for a loss of $5 during the same period
      in 2000. During the three-month period ended June 30, 2001 the Partnership
      sold 143 of these previously written down containers for a  loss of $6 and
      sold 158 previously written down   containers for  a loss of $1 during the
      same period in 2000. The  Partnership incurred  losses on the sale of some
      containers previously written down as the actual sales  prices received on
      these  containers were lower  than the estimates used for the write-downs,
      primarily due to unexpected declines in container sales prices.

      The Partnership also  sold containers that  had not  been written down and
      recorded  a loss of  $104  and a gain of $99 during  the six-month periods
      ended June 30, 2001 and 2000, respectively. During the three-month periods
      ended June 30, 2001 and 2000 the Partnership recorded a loss of $87  and a
      gain of $109,  respectively, on  the sale  of containers that had not been
      written down.

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

Note 5.   Redemptions


      The following redemptions  were consummated  by the Partnership during the
      six-month periods ended June 30, 2001 and 2000:

                                                              Units              Average             Amount
                                                             Redeemed        Redemption Price         Paid
                                                            ---------        ----------------       --------
<S>                                                             <C>                 <C>                 <C>

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

        Partnership through June 30, 2000.......              38,672               $10.62             $ 410
                                                              ======                                   ====


        Total Partnership redemption as of
          December 31, 2000 .....................             54,194               $ 9.50             $ 515
        Quarter ended:
              March 31, 2001.....................              2,843               $ 7.09                20
                                                              ------                                   ----

        Partnership through June 30, 2001........             57,037               $ 9.37             $ 535
                                                              ======                                   ====

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

<PAGE>


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

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

The Financial  Statements contain  information,  which will assist in evaluating
the financial condition of the Partnership as of and for the three and six-month
periods ended June 30, 2001 and 2000.  Please refer to the Financial  Statements
and Notes thereto in connection with the following discussion.

Liquidity and Capital Resources

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

In July 2001, the Partnership entered its liquidation phase, which may last from
two to six or more years depending on whether the containers are sold (i) in one
or more large  transactions or (ii)  gradually,  either as they reach the end of
their  useful  marine  lives or when an  analysis  indicates  that their sale is
warranted based on existing market  conditions and the container's age, location
and  condition.   The  Partnership  anticipates  that  all  excess  cash,  after
redemptions and working capital reserves, will be distributed to the general and
limited partners on a monthly basis.  These  distributions  will consist of cash
from  operations  and/or  cash  from  sales  proceeds.  Additionally,  the first
distribution paid during the liquidation period will include cash from reserves,
as the General  Partners  have  decided to decrease  the  Partnership's  working
capital  reserves  now that the  Partnership  has begun its  liquidation  phase.
Future  distributions  will not  include  such  amounts  and are  expected to be
significantly lower as a result.

As the Partnership's container fleet decreases, cash from operations is expected
to decrease,  while cash from sales  proceeds is expected to fluctuate  based on
the number of containers sold and the actual sales price per container received.
Consequently,  the  Partnership  anticipates  that a large portion of all future
distributions will be a return of capital.

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

From time to time,  the  Partnership  redeems units from limited  partners for a
specified  redemption  value,  which  is  set  by  formula.  Up  to  2%  of  the
Partnership's outstanding units may be redeemed each year, although the 2% limit
may be exceeded at the Managing General  Partner's  discretion.  All redemptions
are subject to the Managing  General  Partner's  good faith  determination  that
payment for the redeemed units will not (i) cause the Partnership to be taxed as
a  corporation,  (ii) impair the capital or  operations of the  Partnership,  or
(iii) impair the ability of the Partnership to pay  distributions  in accordance
with its distribution  policy.  During the six-month period ended June 30, 2001,
the  Partnership  redeemed  2,843 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,  cash flow from operations prior to its
distribution  to the partners and sales proceeds from container  sales that have
not been used to purchase  containers in  short-term,  liquid  investments.  The
Partnership's  cash is  affected  by  cash  provided  by or  used in  operating,
investing and financing  activities.  These  activities  are discussed in detail
below.

Through June 2001,  limited partners were receiving monthly  distributions in an
annualized amount equal to 8% of their original investment. During the six-month
period ended June 30, 2001,  the  Partnership  declared  cash  distributions  to
limited partners pertaining to the period from December 2000 through May 2001 in
the amount of $2,955. On a GAAP basis, after paying redemptions, $2,729 of these
distributions was a return of capital and the balance was from net earnings.  On
a cash basis,  $2,127 of these  distributions  was from current  year  operating
activities  and  the  remainder  was  from  cash  provided  by  previous  years'
operations  that had not been  distributed  or used to  purchase  containers  or
redeem units. The first liquidating  distribution of $1,539 will be paid in July
and  represents  $0.42  per  unit,  or 2.08% of the  Limited  Partners  original
investment.   As  stated  above,   future   distributions  are  expected  to  be
considerably lower than this amount.

Net cash provided by operating  activities for the six-month  periods ended June
30, 2001 and 2000, was $2,178 and $2,965, respectively. The decrease of $787, or
27%, was  primarily  attributed  to the decrease in net  earnings,  adjusted for
non-cash transactions,  partially offset by fluctuations in accounts receivable.
Net earnings, adjusted for non-cash transactions, decreased primarily due to the
decrease in rental  income and the increase in direct  container  expenses.  The
reasons for these  fluctuations  are discussed in "Results of  Operations".  The
decrease in accounts  receivable of $352 during the six-month  period ended June
30, 2001 was  primarily due to the decrease in rental  income,  the write-off of
certain  receivables that had been previously  reserved for and a decline in the
average  collection  period of  accounts  receivable.  The  decrease in accounts
receivable of $126 during the comparable period in 2000 was primarily due to the
decrease in the average collection period of accounts receivable.

For the  six-month  period ended June 30, 2001,  net cash  provided by investing
activities  (the purchase and sale of containers)  was $807 compared to net cash
used in investing  activities  of $289 for the  comparable  period in 2000.  The
fluctuation  of  $1,096  was due to the  decrease  in cash  used  for  container
purchases,  partially  offset by the decrease in proceeds from container  sales.
Cash used for container  purchases decreased as the Partnership did not purchase
containers during the six-month period ended June 30, 2001. The Partnership sold
more containers in low demand  locations  during the six-month period ended June
30, 2001 than in the  comparable  period for 2000, but a decrease in the average
sales price resulted in a decrease in total  proceeds from  container  sales for
2001.  The sales price for  containers  sold in these low demand  locations  has
continued to be adversely affected by market conditions.  The sale of containers
in these  locations and the related  market  conditions are discussed more fully
under "Results of Operations". The number of containers sold, both in low demand
locations and elsewhere,  as well as the amount of sales  proceeds,  will affect
how much the Partnership will pay in future distributions to Partners.


Results of Operations

The  Partnership's  income from operations,  which consists  primarily of rental
income, container depreciation,  direct container expenses, management fees, and
reimbursement of administrative expenses was directly related to the size of the
container  fleet during the  six-month  periods ended June 30, 2001 and 2000, as
well as certain other factors as discussed  below. The following is a summary of
the container fleet (in units) available for lease during those periods:

                                                               2001        2000
                                                              ------      ------
                 Beginning container fleet...............     13,243      14,269
                 Ending container fleet..................     12,151      13,873
                 Average container fleet.................     12,697      14,071

The average  container fleet decreased 10% from the six-month  period ended June
30,  2000  to the  equivalent  period  in  2001  due to the  continuing  sale of
containers  (i) that had reached the end of their  useful  lives or (ii) that an
analysis had indicated that their sale was otherwise warranted. Included in this
second group were containers  located in low demand  locations.  The Partnership
expects that the size of its container  fleet will further decline as additional
containers  are  sold  for  these  reasons  and as the  Partnership  begins  its
liquidation  plan.  The decline in the  container  fleet has  contributed  to an
overall  decline in rental income from the six-month  period ended June 30, 2000
to the equivalent period in 2001. This decline is expected to continue in future
years, as the size of the Partnership's container fleet continues to decrease.

Rental income and direct container expenses are also affected by the utilization
of the container  fleet,  which was 73% and 80% on average  during the six-month
periods ended June 30, 2001 and 2000, respectively.  In addition,  rental income
is affected by daily rental rates.

The  following is a comparative  analysis of the results of  operations  for the
six-month periods ended June 30, 2001 and 2000.

The  Partnership's  income from operations for the six-month periods ending June
30, 2001 and 2000 was $233 and $1,241, respectively,  on rental income of $3,250
and $3,993,  respectively.  The decrease in rental  income of $743, or 19%, from
the six-month  period ended June 30, 2000 to the  comparable  period in 2001 was
attributable  to decreases in container  rental income and other rental  income.
Income from container rentals,  the major component of total revenue,  decreased
$664, or 19%,  primarily due to decreases in average  container fleet of 10% and
average on-hire utilization of 9% between the periods.

In the fourth quarter of 2000, utilization began to decline and has continued to
decline  through  the end of the  second  quarter  of  2001.  This  decline  was
primarily due to lower overall demand by shipping  lines for leased  containers,
which is  partially a result of the economic  slowdown in the United  States and
Europe.  Two  other  factors  are  currently  reducing  the  demand  for  leased
containers.  Shipping  lines have added larger  vessels to their  fleets,  which
combined with lower cargo volume  growth,  has made it easier for shipping lines
to use otherwise  empty cargo space to reposition  their own containers  back to
high demand  locations.  Additionally,  in anticipation of the delivery of these
new, larger vessels,  many shipping lines placed large orders for new containers
in  2000  and  early  2001,  thus  temporarily  reducing  their  need  to  lease
containers.

As a result of the lower  demand,  the trade  imbalance  between  Asia and North
America and Asia and Europe has eased slightly.  Combined with the excess vessel
capacity,  these  factors  have made it easier,  although not  necessarily  less
expensive, to reposition containers.  During the six-month period ended June 30,
2001, the  Partnership was able to reposition  newer  containers from low demand
locations in North America to historically higher demand locations in Asia. As a
consequence,  the build-up of containers in North America,  which persisted over
the past several years, has eased.

Nevertheless,  the Partnership  continues to sell (rather than  reposition) some
containers  located in low demand locations.  The decision to sell containers is
based on the current  expectation  that the  economic  benefit of selling  these
containers is greater than the estimated  economic  benefit of continuing to own
these  containers.  The  majority of the  containers  sold during the  six-month
periods  ended  June 30,  2001 and 2000  were  older  containers.  The  expected
economic  benefit of continuing to own these containers was  significantly  less
than that of newer  containers.  This was due to their shorter  remaining marine
life, the cost to reposition them and the shipping lines' preference for leasing
newer containers when demand is low.

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

Despite  the  decline in demand for leased  containers  discussed  above and the
decline in new container sales prices,  the stabilization of rental rates, which
began during 2000, has continued into the first half of 2001.

Until such time as the  economies of the United States and Europe  improve,  and
cargo volumes  increase to the point where this year's 12% increase in worldwide
vessel  capacity  is  absorbed,  there  may be no  significant  improvements  in
utilization.

Therefore,  the General  Partners do not  foresee  material  changes in existing
market  conditions  for the  near  term  and  caution  that  demand  for  leased
containers  could  decline  further  and result in a decline in lease  rates and
further declines in utilization and container sale prices,  adversely  affecting
the Partnership's operating results.

Other rental income consists of other lease-related items, primarily income from
charges to lessees for dropping off containers in surplus locations less credits
granted to lessees for  leasing  containers  from  surplus  locations  (location
income),  income  from  charges to lessees for  handling  related to leasing and
returning  containers (handling income) and income from charges to lessees for a
Damage  Protection  Plan (DPP).  For the  six-month  period ended June 30, 2001,
other rental  income was $369, a decrease of $79 from the  equivalent  period in
2000.  The decrease in other rental income was primarily due to the decreases in
DPP and handling  income of $48 and $46,  respectively,  partially  offset by an
increase in location  income of $14.  DPP income  declined due to the decline in
fleet size and due to further declines in the number of containers carrying DPP,
offset by an increase in the average DPP price charged per  container.  Handling
income  declined  due to the  decline  in fleet  size and a further  decline  in
container  movement during the six-month  period ended June 30, 2001 compared to
the  equivalent  period in 2000.  The increase in location  income was due to an
increase in charges to lessees for dropping off containers in certain locations,
offset by an  increase in credits  granted to lessees for picking up  containers
from surplus locations.

Direct  container  expenses  increased  $270, or 39% from the  six-month  period
ending  June 30,  2000 to the  equivalent  period  in  2001.  The  increase  was
primarily due to increases in repositioning, storage and maintenance expenses of
$157,  $117 and $91,  respectively,  offset by a decrease in DPP expense of $64.
Repositioning  expense  increased due to an increase in the number of containers
repositioned and the higher average  repositioning  cost per container.  Storage
expense increased due to the decrease in average  utilization noted above and an
increase  in  the  average  storage  cost  per  container.  Maintenance  expense
increased due to the increase in the number of containers requiring  maintenance
and an increase in the average  maintenance  cost per container.  The decline in
DPP expense was due to a decrease in the number of containers  covered under DPP
and a decrease in the average DPP cost per container.

Bad debt  benefit was  comparable  at $24 and $21 during the  six-month  periods
ended June 30, 2001 and 2000, respectively.

Depreciation expense decreased $114, or 8%, from the six-month period ended June
30,  2000 to the  comparable  period in 2001  primarily  due to the  decrease in
average fleet size.

New container prices declined from 1995 through 1999.  Although container prices
increased in 2000,  these prices  declined again in the first half of 2001. 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 June  30,  2001 and  2000  for  containers  to be held for
continued  use and  determined  that a reduction to the carrying  value of these
containers was not required.  The Partnership also evaluated the  recoverability
of the recorded amount of containers  identified for sale in the ordinary course
of business  and  determined  that a reduction  to the  carrying  value of these
containers  was  required.  The  Partnership  wrote  down  the  value  of  these
containers to their estimated fair value, which was based on recent sales prices
less cost to sell.  During the  six-month  periods ended June 30, 2001 and 2000,
the Partnership recorded write-down expenses of $121 and $149, respectively,  on
345 and 356 containers  identified as for sale and requiring a reserve.  At June
30, 2001 and 2000,  the net book value of containers  identified as for sale was
$400 and $375, respectively.

The Partnership sold 215 of these previously  written down containers for a loss
of $9 during the  six-month  period ended June 30, 2001 and sold 345  previously
written  down  containers  for a loss of $5 during the same period in 2000.  The
Partnership  incurred losses on the sale of some containers  previously  written
down as the actual sales prices received on these containers were lower than the
estimates  used for the  write-downs,  primarily due to  unexpected  declines in
container sales prices.

The Partnership also sold containers that had not been written down and recorded
a loss of $104 and a gain of $99 during  the  six-month  periods  ended June 30,
2001 and 2000, respectively.

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

Management  fees to affiliates  decreased $17, or 4%, from the six-month  period
ended June 30,  2000 to the  comparable  period in 2001,  due to a  decrease  in
equipment  management fees, offset by an increase in incentive  management fees.
The decrease in equipment  management  fees,  which are based primarily on gross
revenue,   resulted  from  the  decrease  in  rental  income.  These  fees  were
approximately 7% of rental income for both periods.  Incentive  management fees,
which are based on the Partnership's  limited and general partner  distributions
made from cash from  operations and partners'  capital,  increased $44 primarily
due to an increase in the amount of distributions made from cash from operations
between the two periods.

General and administrative  costs to affiliates  decreased $30, or 16%, from the
six-month period ended June 30, 2000 to the comparable  period in 2001 primarily
due to a  decrease  in  the  allocation  of  overhead  costs  from  TEM,  as the
Partnership represented a smaller portion of the total fleet managed by TEM.

Gain/loss  on sale  of  containers  fluctuated  from a gain  of $94  during  the
six-month period ended June 30, 2000 to a loss of $113 for the comparable period
in 2001.  The  fluctuation  was  primarily due to a decline in the average sales
price of containers,  which resulted in the Partnership  selling containers at a
loss during the six-month period ended June 30, 2001.

Net earnings per limited partnership unit decreased from $0.34 to $0.07 from the
six-month period ended June 30, 2000 to the same period in 2001,  reflecting the
decrease in net  earnings  allocated  to limited  partners  from $1,279 to $246,
respectively.  The  allocation of net earnings for the  six-month  periods ended
June 30,  2001 and 2000  included a special  allocation  of gross  income to the
General  Partners  of  $28  and  $18,  respectively,   in  accordance  with  the
Partnership Agreement.


The  following is a comparative  analysis of the results of  operations  for the
three-month periods ended June 30, 2001 and 2000.

The  Partnership's  income (loss) from  operations for the  three-month  periods
ending June 30, 2001 and 2000 was ($24) and $739,  respectively on rental income
of $1,541 and $2,025,  respectively.  The decrease in rental  income of $484, or
24%, from the three-month period ended June 30, 2000 to the comparable period in
2001 was  attributable to decreases in container  rental income and other rental
income.  Income from container rentals decreased $428, or 24%,  primarily due to
decreases in average  on-hire  utilization  of 14% and in the average  container
fleet of 10%.

For the three-month  period ended June 30, 2001, other rental income was $174, a
decrease of $56 from the equivalent period in 2000. The decrease in other rental
income was primarily due to decreases in handling and DPP income of $31 and $28,
respectively.  DPP income  declined  due to the decline in fleet size and due to
further declines in the number of containers carrying DPP, offset by an increase
in the average DPP price charged per container.  Handling income declined due to
the decline in fleet size and a further decline in container movement, offset by
an increase in the average handling price charged per container.

Direct  container  expenses  increased $125, or 36% from the three-month  period
ending  June 30,  2000 to the  equivalent  period  in  2001.  The  increase  was
primarily due to increases in storage, repositioning and maintenance expenses of
$84,  $74 and $37,  respectively,  offset by a decrease  in DPP  expense of $50.
Storage expense increased due to the decrease in average utilization noted above
and a higher average storage cost per container. Repositioning expense increased
due to an  increase  in the  number of  containers  repositioned  and the higher
average  repositioning cost per container.  Maintenance expense increased due to
the increase in the number of containers  requiring  maintenance and an increase
in the average  maintenance  cost per container.  The decline in DPP expense was
due to a decrease in the number of  containers  covered under DPP and a decrease
in the average DPP cost per container.

Bad debt benefit  decreased from $42 for the  three-month  period ended June 30,
2000 to $12 for the  comparable  period in 2001.  The decline was due to a lower
required adjustment to bad debt reserve during the three-month period ended June
30, 2001 compared to the same period in 2000.

Depreciation  expense  decreased $67, or 10%, from the three-month  period ended
June 30,  2000 to the  comparable  period in 2001 due to the  decrease  in fleet
size.

During the  three-month  periods ended June 30, 2001 and 2000,  the  Partnership
recorded  write-down  expenses  of $86  and  $68,  respectively,  on 234 and 167
containers  identified as for sale and requiring a reserve. The Partnership sold
143 of these  previously  written  down  containers  for a loss of $6 during the
three-month  period  ended June 30, 2001 and sold 158  previously  written  down
containers for a loss of $1 during the same period in 2000. The Partnership also
sold  containers that had not been written down and recorded a loss of $87 and a
gain of $109  during  the  three-month  periods  ended  June 30,  2001 and 2000,
respectively.

Management fees to affiliates  increased $8, or 4%, from the three-month  period
ended June 30, 2000 to the  comparable  period in 2001.  The increase was due to
the  increase in  incentive  management  fees and was offset by the  decrease in
equipment  management fees. Incentive management fees increased primarily due to
an  increase  in the  amount of  distributions  made  from cash from  operations
between the two periods. Equipment management fees decreased due to the decrease
in rental income and were approximately 7% of rental income for both periods.

General and administrative  costs to affiliates  decreased $20, or 21%, from the
three-month  period  ended  June  30,  2000  to the  comparable  period  in 2001
primarily due to a decrease in the allocation of overhead costs from TEM, as the
Partnership represented a smaller portion of the total fleet managed by TEM.

Gain/loss  on sale of  containers  fluctuated  from a gain  of $108  during  the
three-month  period  ended  June  30,  2000 to a loss of $93 for the  comparable
period in 2001.  The  fluctuation  was primarily due to a decline in the average
sales price of containers,  which resulted in the Partnership selling containers
at a loss during the three-month period ended June 30, 2001.

Net earnings per limited  partnership  unit decreased from earnings of $0.21 for
the  three-month  period  ended  June 30,  2000 to a loss of $0.01  for the same
period in 2001,  reflecting  the decrease in net  earnings  allocated to limited
partners from earnings of $761 to a loss of $20, respectively. The allocation of
net earnings (loss) included a special allocation of gross income to the General
Partners in accordance with the Partnership Agreement.

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.  The General  Partners are not
aware of any  conditions as of June 30, 2001,  which would result in such a risk
materializing.

Other risks of the Partnership's  leasing  operations include  competition,  the
cost of  repositioning  containers  after  they come  off-lease,  the risk of an
uninsured loss,  including bad debt,  increases in maintenance expenses or other
costs of  operating  the  containers,  and the effect of world  trade,  industry
trends  and/or  general  business  and  economic  cycles  on  the  Partnership's
operations. See "Risk Factors" in the Partnership's Prospectus, as supplemented,
for additional information on risks of the Partnership's business.

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



<PAGE>
<TABLE>
<CAPTION>

                                   SIGNATURES


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


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

                             By Textainer Financial Services Corporation
                             The Managing General Partner



                             By _______________________________
                                Ernest J. Furtado
                                Senior Vice President


Date: August 10, 2001


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


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


________________________                 Senior Vice President,                         August 10, 2001
Ernest J. Furtado                        (Principal Financial and
                                         Accounting Officer) and
                                         Secretary




________________________                 President (Principal Executive                 August 10, 2001
John A. Maccarone                        Officer)
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                                   SIGNATURES


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


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

                               By Textainer Financial Services Corporation
                               The Managing General Partner



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


Date: August 10, 2001

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


Signature                                Title                                          Date

<S>                                          <C>                                               <C>


/s/Ernest J. Furtado
_____________________________            Senior Vice President,                         August 10, 2001
Ernest J. Furtado                        (Principal Financial and
                                         Accounting Officer) and
                                         Secretary



/s/John A. Maccarone
_____________________________            President (Principal Executive                 August 10, 2001
John A. Maccarone                        Officer)


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