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


November 13, 1997


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 "Company") the Company's  Quarterly  Report on Form 10-Q for the Third
Quarter ended September 30, 1997.

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 10Q



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



                For the quarterly period ended September 30, 1997


                         Commission file number 0-19145


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


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

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

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



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

                                 Yes [X] No [ ]





<PAGE>

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

                      Quarterly Report on Form 10Q for the
                        Quarter Ended September 30, 1997

                                Table of Contents

<TABLE>
<CAPTION>

                                                                                                        Page

<S>                                                                                                      <C>
          Item 1.  Financial Statements

                   Balance Sheets - September 30, 1997 (unaudited) and December 31, 1996................    3

                   Statements of Earnings for the nine and three months ended
                   September 30, 1997 and 1996 (unaudited)..............................................    4

                   Statements of Partners' Capital for the nine months ended
                   September 30, 1997 and 1996 (unaudited)..............................................    5

                   Statements of Cash Flows for the nine months
                   ended September 30, 1997 and 1996 (unaudited)........................................    6

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

                   Not Applicable




</TABLE>
<PAGE>



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

                                 Balance Sheets

                    September 30, 1997 and December 31, 1996
                             (Amounts in thousands)


<TABLE>
<CAPTION>
                                                                                1997                   1996
                                                                           ---------------        ---------------
                                                                            (unaudited)
<S>                                                                       <C>                     <C>
Assets 
Container rental equipment, net of accumulated
    depreciation of $22,650 (1996:  $21,660)                                      $39,127                $39,408
Cash                                                                                1,110                  1,655
Net investment in direct financing leases (note 7)                                    528                    695
Accounts receivable, net of allowance
    for doubtful accounts of $1,047 (1996:  $1,073)                                 2,893                  3,126
Due from affiliates, net (note 5)                                                     115                  1,601
Prepaid expenses                                                                        5                     25
                                                                           ---------------        ---------------
                                                                                  $43,778                $46,510
                                                                           ===============        ===============
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                                  $376                   $314
   Accrued liabilities                                                                226                    168
   Accrued damage protection plan costs (note 2)                                      217                    263
   Warranty claims (note 3)                                                           652                    812
   Equipment purchases payable                                                        503                    426
                                                                           ---------------        ---------------
      Total liabilities                                                             1,974                  1,983
                                                                           ---------------        ---------------

Partners' capital:
   General partners                                                                   (90)                   (90)
   Limited partners                                                                41,894                 44,617
                                                                           ---------------        ---------------
      Total partners' capital                                                      41,804                 44,527
                                                                           ---------------        ---------------
                                                                                  $43,778                $46,510
                                                                           ===============        ===============

See accompanying notes to financial statements


</TABLE>
<PAGE>


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

                             Statements of Earnings

                  For the nine and three months ended September
                 30, 1997 and 1996 (Dollar amounts in thousands
                      except for unit and per unit amounts)
                                   (unaudited)


<TABLE>
<CAPTION>
                                                    Three months         Three months             Nine months           Nine months
                                                           Ended                Ended                   Ended                 Ended
                                                  Sept. 30, 1997       Sept. 30, 1996          Sept. 30, 1997        Sept. 30, 1996
                                               ------------------     ----------------      ------------------     -----------------
<S>                                            <C>                    <C>                   <C>                    <C>   
Rental income                                            $2,698               $2,831                   $7,770                $8,837
                                               ------------------     ----------------      ------------------     -----------------

Costs and expenses:
   Direct container expenses                                609                  423                    1,559                 1,345
   Bad debt (benefit) expense                               (19)                 (72)                      33                  (130)
   Depreciation                                             896                  996                    3,180                 3,010
   Professional fees                                          8                    6                       24                    22
   Management fees to affiliates (note 5)                   251                  262                      730                   806
   General and administrative costs to affiliates (note 5)  145                  155                      497                   524
   Other general and administrative costs                    35                   55                       98                   150
                                               ------------------     ----------------      ------------------     -----------------
                                                          1,925                1,825                    6,121                 5,727
                                               ------------------     ----------------      ------------------     -----------------
   Income from operations                                   773                1,006                    1,649                 3,110
                                               ------------------     ----------------      ------------------     -----------------

Other income:
   Interest income                                           16                    5                      58                     36
   Gain on sale of equipment                                  9                  125                      90                    292
                                               ------------------     ----------------      ------------------     -----------------
                                                             25                  130                     148                    328
                                               ------------------     ----------------      ------------------     -----------------
   Net earnings                                            $798               $1,136                  $1,797                 $3,438
                                               ==================     ================      ==================     =================

Allocation of net earnings (note 5):
   General partners                                         $16                  $15                     $47                    $47
   Limited partners                                         782                1,121                   1,750                  3,391
                                               ------------------     ---------------      ------------------     -----------------
                                                           $798               $1,136                  $1,797                 $3,438
                                               ==================     ===============      ==================     =================
Limited partners' per unit share
   of net earnings                                       $ 0.21               $ 0.30                  $ 0.47                 $ 0.91
                                               ==================     ===============      ==================     =================
Limited partners' per unit share
   of distributions                                      $ 0.40               $ 0.40                  $ 1.20                 $ 1.20
                                               ==================     ===============      ==================     =================
Weighted average number of limited
   partnership units outstanding                      3,726,977            3,727,852               3,726,977              3,728,521
                                               ==================     ===============      ==================     =================


See accompanying notes to financial statements


</TABLE>
<PAGE>


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

                         Statements of Partners' Capital

              For the nine months ended September 30, 1997 and 1996
                             (Amounts in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                        Partners' Capital
                                                    ----------------------------------------------------------
                                                      General               Limited                Total
                                                    -------------       ----------------       ---------------

<S>                                                  <C>                  <C>                   <C>    
Balances at January 1, 1996                                ($90)                $47,855               $47,765

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

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

Net earnings                                                 47                   3,391                 3,438
                                                    -------------       ----------------       ---------------
Balances at September 30, 1996                             ($90)                $46,763               $46,673
                                                    =============       ================       ===============

Balances at January 1, 1997                                ($90)                $44,617               $44,527

Distributions                                               (47)                 (4,472)               (4,519)

Redemptions (note 8)                                          -                      (1)                   (1)

Net Earnings                                                 47                   1,750                 1,797
                                                    -------------       ----------------       ---------------
Balances at September 30, 1997                             ($90)                $41,894               $41,804
                                                    =============       ================       ===============


See accompanying notes to financial statements


</TABLE>
<PAGE>


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

                            Statements of Cash Flows

              For the nine months ended September 30, 1997 and 1996
                             (Amounts in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                        1997              1996
                                                                                    --------------   ---------------
Cash flows from operating activities:
<S>                                                                                 <C>               <C>   
   Net earnings                                                                            $1,797            $3,438
   Adjustments to reconcile net earnings to
     net cash provided by operating activities:
        Depreciation                                                                        3,180             3,010
        Decrease in allowance for doubtful accounts                                           (26)             (214)
        Gain on sale of equipment                                                             (90)             (292)
        Changes in assets and liabilities:
           Decrease in accounts receivable                                                    259               645
           Proceeds from principal payments of direct financing leases                        185               330
           Decrease (increase) in due from affiliates, net                                  1,354              (619)
           Increase in accounts payable and accrued liabilities                               125                 4
           Decrease in accrued damage protection plan costs                                   (46)              (38)
           Decrease in warranty claims                                                       (160)             (160)
           Decrease in prepaid expenses                                                        20                25
                                                                                    --------------   ---------------
              Net cash provided by operating activities                                     6,598             6,129
                                                                                    --------------   ---------------

Cash flows from investing activities:
   Proceeds from sale of equipment                                                          2,521             1,585
   Equipment purchases                                                                     (5,135)           (3,115)
                                                                                    --------------   ---------------
              Net cash used in investing activities                                        (2,614)           (1,530)
                                                                                    --------------   ---------------

Cash flows from financing activities:
   Redemptions of limited partnership units                                                    (1)               (9)
   Distributions to partners                                                               (4,528)           (4,576)
                                                                                    --------------   ---------------
              Net cash used in financing activities                                        (4,529)           (4,585)
                                                                                    --------------   ---------------

Net (decrease) increase in cash                                                              (545)               14

Cash at beginning of period                                                                 1,655               489
                                                                                    --------------   ---------------
Cash at end of period                                                                      $1,110              $503
                                                                                    ==============   ===============


See accompanying notes to financial statements


</TABLE>
<PAGE>



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

                       Statements of Cash Flows--Continued

              For the nine months ended September 30, 1997 and 1996
                             (Amounts in thousands)
                                   (unaudited)


Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of Equipment purchases, distributions
to  partners  and  proceeds  from sale of  Equipment  which had not been paid or
received by the  Partnership as of September 30, 1997 and 1996, and December 31,
1996 and 1995,  resulting in differences in amounts recorded and amounts of cash
disbursed or received by the  Partnership,  as shown in the  Statements  of Cash
Flows for the nine-month periods ended September 30, 1997 and 1996.

<TABLE>
<CAPTION>
                                                                 Sept. 30        Dec. 31       Sept. 30     Dec. 31
                                                                     1997           1996           1996        1995
                                                                 --------        -------       --------      ------
<S>                                                               <C>            <C>          <C>           <C>    
Equipment purchases included in:
   Due to affiliates..........................................    $     3        $    27      $     21      $    85
   Equipment purchases payable................................        503            426             -          400

Distributions to partners included in:
   Due to affiliates..........................................          6             10            10           63
   Accounts payable and accrued liabilities...................         72             77            78           80

Proceeds from sale of Equipment included in:
   Accounts receivable........................................          -              -            18           87
   Due from affiliates........................................        338            498           446          404
</TABLE>

The following table summarizes the amounts of Equipment purchases, distributions
to partners and proceeds from sale of Equipment  recorded by the Partnership and
the amounts  paid or received as shown in the  Statements  of Cash Flows for the
nine-month periods ended September 30, 1997 and 1996.

<TABLE>
<CAPTION>
                                                                                                  1997         1996
                                                                                                  ----         ---- 
<S>                                                                                            <C>            <C>   
Equipment purchases recorded...................................................................$ 5,188        $2,651
Equipment purchases paid........................................................................ 5,135         3,115

Distributions to partners declared.............................................................. 4,519         4,521
Distributions to partners paid.................................................................. 4,528         4,576

Proceeds from sale of Equipment recorded........................................................ 2,361         1,558
Proceeds from sale of Equipment received........................................................ 2,521         1,585


See accompanying notes to financial statements


</TABLE>
<PAGE>


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

                          Notes to Financial Statements

                               September 30, 1997
            (Dollar amounts in thousands except for per unit amounts)
                                   (unaudited)

Note 1.  General

     Textainer  Equipment Income Fund II, L.P. (the Partnership) is a California
     Limited Partnership formed in 1989. The Partnership owns and leases a fleet
     of intermodal  marine cargo  containers  (the  Equipment) to  international
     shipping lines.

     The accompanying  interim  comparative  financial  statements have not been
     audited by an  independent  public  accountant.  However,  all  adjustments
     (which  were only  normal and  recurring  adjustments),  which are,  in the
     opinion of management,  necessary to fairly present the financial  position
     of the  Partnership as of September 30, 1997 and December 31, 1996, and the
     results of its operations, changes in partners' capital, and cash flows for
     the nine- and  three-month  periods ended September 30, 1997 and 1996, have
     been made.

     The financial  information  presented  herein should be read in conjunction
     with the audited financial  statements and the accompanying  Notes included
     in the Partnership's audited financial statements as of December 31, 1996.

     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.

Note 2.  Damage Protection Plan

     The  Partnership  offers a Damage  Protection  Plan (DPP) to lessees of its
     Equipment.  Under  the  terms  of DPP,  the  Partnership  earns  additional
     revenues  on a daily  basis and,  as a result,  has agreed to bear  certain
     repair  costs.  It is the  Partnership's  policy to recognize  revenue when
     earned  and to  provide a  reserve  sufficient  to cover the  Partnership's
     obligation  for estimated  future  repair costs.  At September 30, 1997 and
     December 31, 1996, this reserve was equal to $217 and $263, respectively.

Note 3. Warranty Claims

     During 1992, 1993 and 1995, the Partnership settled warranty claims against
     an equipment  manufacturer.  The  Partnership  is amortizing the settlement
     amounts  over  the  remaining  estimated  useful  lives  of the  applicable
     Equipment  (between six and seven years),  reducing  maintenance and repair
     costs over that time.  At September  30, 1997 and  December  31, 1996,  the
     unamortized  portion of the settlement  amounts was equal to $652 and $812,
     respectively.

Note 4.  Acquisition of Equipment

     During the  nine-month  periods  ended  September  30,  1997 and 1996,  the
     Partnership   purchased  Equipment  with  a  cost  of  $5,188  and  $2,651,
     respectively.

Note 5.  Transactions with Affiliates

     Textainer  Financial  Services  Corporation  (TFS) is the managing  general
     partner of the Partnership.  TFS is a wholly-owned  subsidiary of Textainer
     Capital Corporation (TCC). Textainer Equipment Management Limited (TEM) and
     Textainer  Limited (TL) are associate  general partners of the Partnership.
     The  managing  general  partner  and the  associate  general  partners  are
     collectively  referred to as the  General  Partners.  The General  Partners
     manage and  control the affairs of the  Partnership.  The General  Partners
     also  act in  this  capacity  for  other  limited  partnerships.  Textainer
     Acquisition  Services Limited (TAS) is an affiliate of the General Partners
     which performs  services  relative to the acquisition of Equipment  outside
     the United  States on behalf of the  Partnership.  TCC, TEM, TL and TAS are
     subsidiaries  of Textainer  Group Holdings  Limited  (TGH).  TCC Securities
     Corporation  (TSC),  a  licensed  broker and  dealer in  securities  and an
     affiliate of the General  Partners,  was the  managing  sales agent for the
     offering of Units for sale.

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

     As part of the operation of the  Partnership,  the Partnership is to pay to
     the General  Partners or TAS an incentive  management  fee, an  acquisition
     fee, an equipment  management fee and an equipment  liquidation fee as well
     as reimburse the General Partners for certain  administrative  costs. These
     fees  are  for   various   services   provided  in   connection   with  the
     administration   and  management  of  the   Partnership.   The  Partnership
     capitalized  $243  and  $145  of  equipment  acquisition  fees  as  part of
     Equipment  costs for the  nine-month  periods ended  September 30, 1997 and
     1996,  respectively.  The  Partnership  incurred  $188 and $62 of incentive
     management fees for the nine- and  three-month  periods ended September 30,
     1997 and $188 and $63 for the  comparable  periods  in 1996.  No  equipment
     liquidation fees were incurred in either period.

     The Partnership's  Equipment is managed by TEM. In its role as manager, TEM
     has  authority to acquire,  hold,  manage,  lease,  sell and dispose of the
     Partnership's  Equipment.  Additionally,  TEM holds,  for payment of direct
     operating  expenses,  a  reserve  of cash  that  has  been  collected  from
     container leasing operations;  such cash is included in the amount due from
     affiliates at September 30, 1997 and December 31,1996.

     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  $542 and $189 for the nine- and  three-month  periods
     ended  September 30, 1997 and $618 and $199 for the  comparable  periods in
     1996. The  Partnership's  Equipment is leased by TEM to third party lessees
     on operating  master leases,  spot leases and term leases.  The majority of
     the  Equipment is leased under  operating  master leases with limited terms
     and no purchase option.

     Certain  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
     borne by TFS and TEM. Total general and  administrative  costs allocated to
     the Partnership  were $497 and $145 for the nine- and  three-month  periods
     ended  September  30,  1997 of which  $273 and $84,  respectively  were for
     salaries.  For the nine- and three-month  periods ended September 30, 1996,
     total general and  administrative  costs allocated to the Partnership  were
     $524 and $155, of which $270 and $91, respectively were for salaries.

     TEM allocates these general and administrative  costs based on the ratio of
     the  Partnership's  interest in managed  Equipment  to the total  Equipment
     managed  by TEM during the  period.  TFS  allocates  indirect  general  and
     administrative  costs  to  the  Partnership  based  on  the  ratio  of  the
     Partnership's  Equipment to the total Equipment of all limited partnerships
     managed  by  TFS.  General  and  administrative   costs  allocated  to  the
     Partnership  by TEM were  $345,  $131,  $459 and  $135  for the  nine-  and
     three-month  periods ended September 30, 1997 and 1996,  respectively.  TFS
     allocated $62, $14, $65 and $20 of these general and  administrative  costs
     to the Partnership during the nine- and three-month periods ended September
     30, 1997 and 1996, respectively.

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

     At September 30, 1997 and December 31, 1996,  due from  affiliates,  net is
     comprised of:

                                                        1997               1996
                                                        ----               ----
     Due from affiliates:
       Due from TEM.............................       $ 148             $1,665
                                                        ====             ======

     Due to affiliates:
       Due to TFS...............................      $   24             $   27
       Due to TL................................           1                  1
       Due to TAS...............................           3                 27
       Due to TCC...............................           5                  9
                                                       -----             ------
                                                      $   33            $    64
                                                       =====             ======

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

     It is the policy of the  Partnership  and the  General  Partners  to charge
     interest on  intercompany  balances which are outstanding for more than one
     month, to the extent such balances relate to loans for Equipment purchases.
     Interest is charged at a rate not greater  than the  General  Partners'  or
     affiliates'  own  cost  of  funds.   There  was  no  interest   charged  on
     intercompany balances for the nine- and three-month periods ended September
     30, 1997 and 1996.

Note 6.  Rentals Under Operating Leases

     The following is a schedule by year of minimum future rentals receivable on
     noncancelable operating leases at September 30, 1997:

     Year ending September 30:

        1998.............................................        $ 449
        1999.............................................           20
        2000.............................................           12
                                                                   ---
        Total minimum future rentals receivable..........        $ 481
                                                                   ===

Note 7.  Direct Financing Leases

     The  components  of the  net  investment  in  direct  financing  leases  at
     September 30, 1997 and December 31, 1996 are as follows:

                                                               1997        1996
                                                               ----        ----
     Future minimum lease payments receivable..........       $ 705       $ 967
     Residual value ...................................           3           4
     Less: unearned income ............................        (180)       (276)
                                                               ----        ----
     Net investment in direct financing leases ........       $ 528       $ 695
                                                               ====        ====


     The  following is a schedule by year of minimum lease  payments  receivable
     under the eight direct financing leases at September 30, 1997:

      1998.................................................             $   267
      1999.................................................                 231
      2000.................................................                 189
      2001.................................................                  18
                                                                            ---
      Total minimum lease payments receivable..............             $   705
                                                                            ===

     Rental income for the nine- and  three-month  periods  ended  September 30,
     1997 and 1996 includes $92, $31, $180,  $51,  respectively,  of income from
     direct financing leases.

Note 8.  Redemptions

     The following  redemption  offerings were  consummated  by the  Partnership
     during the nine-month period ended September 30, 1997:
<TABLE>
<CAPTION>

                                                      Units                Average
                                                     Redeemed          Redemption Price             Amount Paid
                                                     --------          ----------------             -----------
<S>                                                  <C>                 <C>                        <C>   
       Balance at December 31, 1996                    22,897              $11.56                     $  265

       Quarter ended:
           March 31, 1997........................         126             $  8.71                          1
           June 30, 1997.........................           -                   -                          -
           September 30, 1997....................           -                   -                          -
                                                        ------               -----                     ------

       Partnership to date.......................      23,023              $11.55                     $  266
                                                       ======                                           ====
       
</TABLE>

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

<PAGE>

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

            (Dollar amounts in thousands except for per unit amounts)

The Financial Statements contain information which will assist in evaluating the
financial  condition of the Partnership  for the nine- and  three-month  periods
ended September 30, 1997 and 1996. Please refer to the Financial  Statements and
Notes thereto in connection with the following discussion.

Liquidity and Capital Resources

From November 8, 1989 until January 15, 1991,  the  Partnership  was involved in
the  offering of limited  partnership  interests  to the public.  On January 15,
1991, the Partnership's offering of limited partnership interests was closed out
at $75,000.

From time to time,  the  Partnership  redeems units from limited  partners for a
specified  redemption  value.  The redemption price is set by formula and varies
depending on length of time units are outstanding. Up to 2% of the Partnership's
outstanding  units  may be  redeemed  each  year,  although  the 2% limit may be
exceeded at the Managing  General  Partner's  discretion.  All  redemptions  are
subject to the Managing General Partner's good faith  determination that payment
for the  redeemed  units  will not (i)  cause the  Partnership  to be taxed as a
corporation,  (ii) impair the capital or operations of the Partnership, or (iii)
impair the ability of the  Partnership to pay  distributions  in accordance with
its  distribution  policy.  During the three months  ended March 31,  1997,  the
Partnership  redeemed 126 units for a total dollar amount of $1. The Partnership
used cash provided by operations to redeem these units.  During the  three-month
periods  ended June 30, and September  30, 1997 the  Partnership  did not redeem
Partnership units.

The Partnership  invests working capital and cash flow from operations  prior to
its  distribution  to  the  partners  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.

During the nine-month period ended September 30, 1997, the Partnership  declared
cash  distributions to limited  partners  pertaining to the period from December
1996 through August 1997, in the amount of $4,472. These distributions represent
8% of original capital (measured on an annualized basis) on each unit. On a GAAP
basis, $2,722 of these distributions was a return of capital and the balance was
from net  earnings.  On a cash  basis,  all of  these  distributions  were  from
operations.

For the nine-month  periods ended  September 30, 1997 and 1996, the  Partnership
had  net  cash   provided  by  operating   activities   of  $6,598  and  $6,129,
respectively.  The increase was primarily attributable to a decrease in due from
affiliates,  net of  $1,354,  and was offset by a decrease  in net  earnings  of
$1,641.  The decrease in due from affiliates,  net was due to timing differences
in the accrual and payment of expenses and fees or in the accrual and remittance
of net rental revenues.  The decrease in net earnings of 48% for the nine months
ended September 30, 1997 compared to equivalent period in 1996 was primarily due
to a 12% decrease in rental  revenues.  This decrease in rental revenues between
periods was due to a decline in utilization,  rental rates and fleet size. These
decreases  are  discussed  more fully below under  "Results of  Operations".  As
explained below under "Results of Operations",  demand for leased containers has
declined  compared  to the prior  period,  and this  decline  has  affected  the
Partnership's financial condition.

Net  cash  used in  investing  activities  (the  purchase  and  sale  of  rental
equipment) for the nine months ended  September 30, 1997 was $2,614  compared to
$1,530 for the same period in 1996.  This  difference  reflects  that, on a cash
basis,  the  Partnership  purchased more Equipment  during the nine months ended
September 30, 1997 than in the same period in 1996. The General Partners believe
that these  differences  reflect  normal  fluctuations  in  equipment  sales and
purchases.  Moreover,  the  Partnership has Equipment that was purchased used in
its portfolio and expects to sell this  Equipment  periodically  when it reaches
the end of its useful marine life. Consistent with its investment objectives and
the General  Partners'  determination  that Equipment can be profitably  sold or
bought at any time,  the  Partnership  intends to reinvest all or a  significant
amount of proceeds from future  Equipment  sales in additional  Equipment.  Such
additional units of Equipment  purchased may not,  however,  equal the number of
units sold.

Results of Operations

The  Partnership's  operations,   which  consist  of  rental  income,  container
depreciation,  direct container expenses,  management fees, and reimbursement of
administrative expenses were directly related to the size of the container fleet
(inventory) during the nine-month periods ended September 30, 1997 and 1996. The
following is a summary of the size of the container  fleet (in units)  available
for lease during those periods:

                                                         1997           1996
                                                         ----           ----

               Opening inventory...................     18,016         18,650
               Closing inventory...................     17,872         18,190
               Average.............................     17,944         18,420


The decline in the size of the average container fleet of 3% from the nine-month
period ended  September 30, 1996 to the equivalent  period in 1997 was primarily
due to the sale of  certain  Equipment.  Although  sales  proceeds  were used to
purchase new  Equipment,  fewer units were bought than sold,  resulting in a net
decrease in the size of the Equipment fleet.  These factors resulted in a slower
rate of  reinvestment  than has been  expected by the General  Partners and this
slower rate is currently  expected to  continue.  As Equipment is sold in future
sales,  proceeds are not likely to be sufficient to replace all of the Equipment
sold.  Therefore,  the  decline in the size of the fleet is likely to  continue,
even though the  Partnership is still  reinvesting  funds in new Equipment.  The
decline in the  container  fleet  contributed  to an  overall  decline in rental
income from the nine-month period ended September 30, 1996 to the same period in
1997, and future  declines in the fleet can be expected to have a similar effect
on rental income.

Rental  income  and  direct  container  expenses  are  also  affected  by  lease
utilization percentages for the equipment, which averaged 76% and 82% during the
nine months ended September 30, 1997 and 1996, respectively. In addition, rental
income is affected by daily rental rates, which declined.

The following  is  a  comparative  analysis of the results of operations for the
nine months ended September 30, 1997 and 1996.

The  Partnership's  income from  operations  for the  nine-month  periods  ended
September 30, 1997 and 1996 was $1,649 and $3,110, respectively, on total rental
income of $7,770 and $8,837, respectively. The largest component of total rental
income is income from container rentals, which decreased by $1,091, or 14%, from
1996 to 1997. As noted above, income from container rentals is largely dependent
on three factors:  equipment  available for lease (average  inventory),  average
on-hire (utilization) percentage and average daily rental rates. Average on-hire
utilization  decreased 7%,  average  fleet size  decreased 3%, and average daily
rental rates decreased 5% from the nine-month period ended September 30, 1996 to
the comparable period in 1997.

Container  utilization  began to decline in late 1995 and that decline persisted
throughout 1996 and into the first quarter of 1997. The General Partners believe
that this  decrease  in demand  for leased  containers  is the result of adverse
changes in the business of its shipping line  customers.  These changes  consist
principally  of: (i) a general  slowdown  in the  growth of world  containerized
cargo  trade,  particularly  in the  Asia-North  America and  Asia-Europe  trade
routes;  (ii)  over-capacity  resulting from the 1996 and 1997 additions of new,
larger  ships to the  existing  container  ship fleet at a rate in excess of the
growth rate in containerized  cargo trade; and (iii) shipping line alliances and
other  operational  consolidations  that have allowed  shipping lines to operate
with fewer containers,  thereby decreasing the demand for leased containers. The
container  ship  over-capacity  in  particular  led  to  lower  shipping  rates,
resulting in shipping lines' need to reduce operating costs. The drive to reduce
costs,  coupled  with  the  availability  of  inexpensive  financing  and  lower
container prices,  encouraged  shipping lines to purchase,  rather than lease, a
greater  number of new containers in 1996 than in previous  years.  All of these
factors  have led to downward  pressure on container  lease rates,  a decline in
utilization  of leased  containers,  and an increase in leasing  incentives  and
other  discounts being granted to shipping lines by container  lessors,  further
eroding Partnership  profitability.  The decline in demand for leased containers
has been accompanied by a drop in the purchase price of new containers.

During the second and third quarters  there was an  improvement in  utilization,
however lease rates  declined and leasing  incentives  remained high due to high
levels of off-lease  inventory in low demand locations.  The General Partners do
not foresee material changes in current market  conditions and caution that both
utilization and lease rates could decline further,  and leasing incentives could
remain high, adversely affecting the Partnership's results.

Substantially  all of the  Partnership's  rental income was  generated  from the
leasing of the Partnership's  Equipment under short-term operating leases. There
were eight direct financing leases at September 30, 1997.

The balance of rental income consists of other  lease-related  items,  primarily
income  from  charges  to the  lessees  for  pick-up  of  containers  from prime
locations less credits  granted to lessees for leasing  containers  from surplus
locations  (location income),  income from charges to the lessees under a damage
protection plan (DPP) and income for handling and returning containers.  For the
nine-month  period ending  September  30, 1997,  the total of these other income
items was $859,  an  increase  of $24 from the  equivalent  period in 1996.  The
primary components of this net increase in other rental income were increases in
DPP and  handling  income  offset by a decrease in location  income.  DPP income
increased due to an increased  number of containers  participating  in the plan.
This  increase  was  offset  by a lower per  container  average  price  charged.
Increased  container  movement  resulted in  increased  handling  income for the
nine-months  ending  September  30,  1997,  compared to the same period in 1996.
Location  income  decreased  primarily  from lower  demand,  which  required  an
increase in credits to lessees for picking up containers from surplus locations.

Direct  container  expenses,  excluding bad debt provision,  were $1,559 for the
nine-month period ended September 30, 1997 compared to $1,345 for the equivalent
period in 1996.  The  increase  was  primarily  due to  increases in storage and
repositioning expenses of $178 and $155,  respectively,  offset by a decrease in
maintenance  expense. The increase in storage expenses resulted from the decline
in  utilization.  Repositioning  expense  increased  due to a greater  number of
containers being  transported from surplus  locations to demand locations during
the  nine-month  period ended  September 30, 1997 compared to the same period in
1996. Maintenance expense decreased primarily due to the decrease in the average
repair costs per container.

Bad debt  expense  increased  from a benefit of $130 for the nine  months  ended
September 30, 1996 to an expense of $33 for the  comparable  period in 1997. The
benefit recorded in 1996 resulted from a reduction in reserve requirements for a
specific lessee as a result of a resolution of payment problems.

Depreciation  expense  increased  $170, or 6%, from the nine-month  period ended
September  30, 1996 to the  comparable  period in 1997  despite a 3% decrease in
fleet size. The increase is primarily due to a charge to depreciation expense of
$343 to write down the value of refrigerated  containers to their estimated fair
value.

Management  fees to affiliates  decreased $76, or 9%, for the nine-month  period
ended  September 30, 1997 from the comparable  period in 1996, due to a decrease
in  Equipment  management  fees.  Equipment  management  fees,  which  are based
primarily  on gross  revenues,  decreased  as a result of the decrease in rental
income and were  approximately  7% of gross revenue for both periods.  Incentive
management  fees,  which  are based on the  Partnership's  limited  and  general
partner  distribution  percentages  and  partners'  capital,  were $188 for both
periods.

General and administrative costs to affiliates decreased by 5%, or $27, from the
nine-month  period  ended  September  30, 1997 to the same  period in 1996.  The
decrease was primarily the result of a decline in overhead costs  allocated from
TEM and TFS during these periods.

Other income was $148 for the nine months ended September 30, 1997, representing
a decrease of $180, or 55%, over the equivalent period in 1996. The decrease was
attributable  to a $202 decrease in gain on sale of  Equipment,  offset by a $22
increase in interest income.

Net earnings per limited partnership unit decreased to $0.47 for the nine months
ended September 30, 1997 from $0.91 for the same period in 1996,  reflecting the
decrease in net earnings to $1,750 from $3,391 for the respective periods.

The following is a comparative  analysis of the results of  operations  for  the
three months ended  September 30, 1997 and 1996.

The  Partnership's  income from  operations  for the  three-month  period  ended
September 30, 1997 and 1996 was $773 and $1,006,  respectively,  on total rental
income of $2,698 and $2,831,  respectively.  The decrease in total rental income
was  primarily  due to a  decrease  in  income  from  container  rentals,  which
decreased  by $191,  or 7%,  from 1996 to 1997.  This  decline  resulted  from a
decrease in average on-hire  utilization of 1%, a decrease in average fleet size
of 3% ,and a decrease in average  daily rental rates of 6% from the  three-month
period ended September 30, 1997 to the comparable period in 1996.

The  balance  of other  income  items  comprising  total  rental  income for the
three-month  period  ending  September 30, 1997 was $295, an increase of $58, or
25%,  from the  equivalent  period in 1996.  The primary  components of this net
increase in other rental income were increases in DPP and handling income of $31
and $39, respectively. DPP income increased due to a higher number of containers
participating  in DPP,  offset by a lower average cost per container  charged to
lessees.  Increased  container movement offset by lower average handling charges
to lessees  resulted in increased  handling income for the  three-months  ending
September 30, 1997 compared to the same period in 1996.

Direct  container  expenses,  excluding  bad debt  provision,  were $609 for the
three-month  period  ended  September  30,  1997,  compared to $423 for the same
period  in 1996.  The  increase  of $186 was  primarily  due to an  increase  in
repositioning,  handling and DPP expenses of $119,  $37, and $33,  respectively.
The increase in repositioning  resulted from increased  container  movement from
surplus locations to higher demand locations.  Increased container movement also
resulted in increased  handling  expense  which was  slightly  offset by a lower
average  cost  per  container.  DPP  expense  increased  due to more  containers
requiring repairs.

The bad debt benefit  decreased to a benefit of $19 for the  three-month  period
ending  September  30, 1997 from a benefit of $72 for the  equivalent  period in
1996, due to higher reserve requirements.

Depreciation  expense  decreased  to  $896  for  the  three-month  period  ended
September  30,  1997,  compared  to $996  for the  equivalent  period  in  1996,
reflecting the decrease in average fleet size between periods.

The  decrease  in  management  fees  to  affiliates  of  $11,  or 4%,  from  the
three-month  period ended  September 30, 1996 to the comparable  period in 1997,
was primarily due to a decrease in Equipment management fees which resulted from
the decrease in rental income.

General and administrative  costs to affiliates decreased by $10, or 6%, for the
three months ended  September  30, 1997,  compared to the  equivalent  period in
1996, primarily due to the decrease in overhead costs allocated from TEM and TFS
during these periods.

Other income was $25 for the three months ended September 30, 1997, representing
a decrease of $105, or 81%, over the equivalent  period in 1996. The decrease is
due to a decrease  of gain on sale of assets of $116,  offset by an  increase in
interest income of $11.

Net  earnings  per limited  partnership  unit  decreased  to $0.21 for the three
months  ended  September  30,  1997  from  $0.30  for the same  period  in 1996,
reflecting  the decrease in net earnings to $782 from $1,121 for the  respective
periods.

Although  substantially  all of the  Partnership's  income  from  operations  is
derived from assets employed in foreign operations, virtually all of this income
is  denominated  in United  States  dollars.  The  Partnership's  customers  are
international  shipping  lines  which  transport  goods on  international  trade
routes.  The  domicile  of the lessee is not  indicative  of where the lessee is
transporting  the  Equipment.  The  Partnership's  business  risk in its foreign
operations lies with the  creditworthiness of the lessees, and the Partnership's
ability to keep the Equipment under lease at profitable  rates,  rather than the
geographic  location  of the  Equipment  or the  domicile  of the  lessees.  The
Equipment is generally  operated on the  international  high seas rather than on
domestic  waterways.  The  Equipment  is  subject  to the  risk of war or  other
political,  economic or social occurrence where the Equipment is used, which may
result in the loss of Equipment,  which,  in turn, may have a material impact on
the  Partnership's  results of operations and financial  condition.  The General
Partners are not aware of any  conditions  as of September  30, 1997 which would
result in such risk materializing.

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





<PAGE>



                                   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  ________________________________
                                         John R. Rhodes
                                         Executive Vice President



Date:   November 13, 1997

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

<TABLE>
<CAPTION>
Signature                                Title                                      Date



<S>                                      <C>                                        <C> 
                                         Executive Vice President                   November 13, 1997
-------------------------------          (Principal Financial and
John R. Rhodes                           Accounting Officer) and
                                         Secretary


                                         President (Principal Executive             November 13, 1997
-------------------------------          Officer) and Director
James E. Hoelter



</TABLE>
<PAGE>


                                   SIGNATURES


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


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

                                     By Textainer Financial Services Corporation
                                     The Managing General Partner


                                     By  /s/ John R. Rhodes
                                         -------------------------------
                                         John R. Rhodes
                                         Executive Vice President



Date:    November 13, 1997

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

<TABLE>
<CAPTION>
Signature                                Title                                        Date



<S>                                      <C>                                          <C> 
/s/ John R. Rhodes                       Executive Vice President                     November 13, 1997
-------------------------------          (Principal Financial and
John R. Rhodes                           Accounting Officer) and
                                         Secretary

/s/ James E. Hoelter                     President (Principal Executive               November 13, 1997
-------------------------------          Officer) and Director
James E. Hoelter                         





</TABLE>