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


August 11, 2000


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, 2000.

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, 2000


                     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, 2000

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



                                                                                                      Page
<S>                                                                                                    <C>

Item 1.   Financial Statements

          Balance Sheets - June 30, 2000 (unaudited)
          and December 31, 1999.............................................................            3



          Statements of Operations for the three and six months
          ended June 30, 2000 and 1999 (unaudited)..........................................            4



          Statements of Partners' Capital for the six months
          ended June 30, 2000 and 1999 (unaudited)..........................................            5



          Statements of Cash Flows for the six months
          ended June 30, 2000 and 1999 (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, 2000 and December 31, 1999
(Amounts in thousands)
------------------------------------------------------------------------------------------------------------------


                                                                                 2000                   1999
                                                                           ----------------       ----------------
                                                                             (unaudited)
<S>                                                                             <C>                      <C>

Assets
Container rental equipment, net of accumulated
    depreciation of $18,715 (1999:  $18,956) (note 5)                    $          27,475      $          28,795
Cash                                                                                 1,687                  2,018
Net investment in direct finance leases (note 4)                                       210                    315
Accounts receivable, net of allowance for doubtful
     accounts of $374 (1999:  $398)                                                  1,936                  2,038
Due from affiliates, net (note 2)                                                      327                    499
Prepaid expenses                                                                         3                     11
                                                                           ----------------       ----------------

                                                                         $          31,638      $          33,676
                                                                           ================       ================

Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                      $             146      $             187
   Accrued liabilities                                                                 175                    155
   Accrued recovery costs                                                               82                     74
   Accrued damage protection plan costs                                                294                    272
   Warranty claims                                                                      65                    172
   Deferred quarterly distributions                                                     69                     69
   Container purchases payable                                                           -                    243
                                                                           ----------------       ----------------

      Total liabilities                                                                831                  1,172
                                                                           ----------------       ----------------

Partners' capital:
   General partners                                                                      -                      -
   Limited partners                                                                 30,807                 32,504
                                                                           ----------------       ----------------

      Total partners' capital                                                       30,807                 32,504
                                                                           ----------------       ----------------


                                                                         $          31,638      $          33,676
                                                                           ================       ================


See accompanying notes to financial statements
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


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

Statements of Operations

For the three and six months ended June 30, 2000 and 1999
(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, 2000        June 30, 1999        June 30, 2000       June 30, 1999
                                                         -------------        -------------        -------------       -------------
<S>                                                     <C>                     <C>                 <C>                 <C>

Rental income                                           $       2,025        $       1,961        $       3,993       $       4,064
                                                         -------------        -------------        -------------       -------------

Costs and expenses:
   Direct container expenses                                      343                  633                  685               1,143
   Bad debt (benefit) expense                                     (42)                  21                  (21)                 80
   Depreciation                                                   674                  786                1,350               1,586
   Write-down of containers (note 5)                               68                  195                  149                 256
   Professional fees                                               23                   11                   40                  22
   Management fees to affiliates (note 2)                         206                  200                  408                 410
   General and administrative costs to
       affiliates (note 2)                                         96                  110                  190                 244
   Other general and administrative costs                          26                   24                   45                  48
                                                         -------------        -------------        -------------       -------------

                                                                1,394                1,980                2,846               3,789
                                                         -------------        -------------        -------------       -------------

    Income (loss) from operations                                 631                  (19)               1,147                 275
                                                         -------------        -------------        -------------       -------------

Other income (loss):
    Interest income                                                37                   27                   69                  51
    Gain (loss) on sale of containers (note 5)                    108                 (125)                  94                (174)
                                                         -------------        -------------        -------------       -------------

                                                                  145                  (98)                 163                (123)
                                                         -------------        -------------        -------------       -------------

    Net earnings (loss)                                 $         776        $        (117)       $       1,310       $         152
                                                         =============        =============        =============       =============

Allocation of net earnings (loss) (note 2):
   General partners                                     $          15        $          15        $          31       $          31
   Limited partners                                               761                 (132)               1,279                 121
                                                         -------------        -------------        -------------       -------------

                                                        $         776        $        (117)       $       1,310       $         152
                                                         =============        =============        =============       =============
Limited partners' per unit share
   of net earnings (loss)                               $        0.21        $       (0.04)       $        0.34       $        0.03
                                                         =============        =============        =============       =============

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

Weighted average number of limited
   partnership units outstanding                            3,711,328            3,712,528            3,711,328           3,712,528
                                                         =============        =============        =============       =============



See accompanying notes to financial statements

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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

Statements of Partners' Capital

For the six months ended June 30, 2000 and 1999
(Amounts in thousands)
(unaudited)
----------------------------------------------------------------------------------------------------------------

                                                                          Partners' Capital
                                                    ------------------------------------------------------------
                                                       General                Limited                  Total
                                                    -------------         ---------------         --------------
<S>                                                    <C>                  <C>                     <C>
Balances at January 1, 1999                         $          -          $       37,568          $      37,568

Distributions                                                (31)                 (2,970)                (3,001)

Redemptions (note 6)                                           -                     (17)                   (17)

Net earnings                                                  31                     121                    152
                                                    -------------         ---------------         --------------

Balances at June 30, 1999                           $          -          $       34,702          $      34,702
                                                    =============         ===============         ==============

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

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

Redemptions (note 6)                                           -                      (7)                    (7)

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

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


See accompanying notes to financial statements
</TABLE>



<PAGE>
<TABLE>
<CAPTION>


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

Statements of Cash Flows

For the six months ended June 30, 2000 and 1999
(Amounts in thousands)
(unaudited)
----------------------------------------------------------------------------------------------------------------------

                                                                                           2000              1999
                                                                                      ---------------   --------------
<S>                                                                                        <C>           <C>
Cash flows from operating activities:
   Net earnings                                                                      $         1,310   $          152
   Adjustments to reconcile net earnings to
     net cash provided by operating activities:
        Depreciation                                                                           1,350            1,586
        Write-down of containers (note 5)                                                        149              256
        (Decrease) increase in allowance for doubtful accounts                                   (24)              68
        (Gain) loss on sale of containers                                                        (94)             174
        (Increase) decrease in assets:
           Net investment in direct finance leases                                               149              116
           Accounts receivable                                                                   126              133
           Due from affiliates, net                                                               89              (48)
           Prepaid expenses                                                                        8               11
         Increase (decrease) in liabilities:
           Accounts payable and accrued liabilities                                              (21)              (6)
           Accrued recovery costs                                                                  8               15
           Damage protection plan costs                                                           22               49
           Warranty claims                                                                      (107)            (106)
                                                                                      ---------------   --------------


              Net cash provided by operating activities                                        2,965            2,400
                                                                                      ---------------   --------------

Cash flows from investing activities:
   Proceeds from sale of containers                                                            1,155            1,495
   Container purchases                                                                        (1,444)          (1,282)
                                                                                      ---------------   --------------

              Net cash (used in) provided by investing activities                               (289)             213
                                                                                      ---------------   --------------

Cash flows from financing activities:
   Redemptions of limited partnership units                                                       (7)             (17)
   Distributions to partners                                                                  (3,000)          (3,001)
                                                                                      ---------------   --------------

              Net cash used in financing activities                                           (3,007)          (3,018)
                                                                                      ---------------   --------------

Net decrease in cash                                                                            (331)            (405)

Cash at beginning of period                                                                    2,018            1,752
                                                                                      ---------------   --------------

Cash at end of period                                                                $         1,687   $        1,347
                                                                                      ===============   ==============


See accompanying notes to financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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


Statements Of Cash Flows--Continued

For the six months ended June 30, 2000 and 1999
(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, 2000 and 1999, and December 31, 1999 and 1998, 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, 2000 and 1999.
<S>                                                         <C>             <C>                <C>            <C>

                                                                June 30       Dec. 31          June 30        Dec. 31
                                                                 2000           1999            1999           1998
                                                             -----------    -----------     -----------     -----------

Container purchases included in:
     Due to affiliates..............................           $   8          $   -            $  1          $  34
     Container purchases payable....................               -            243               -              -

Distributions to partners included in:
     Due to affiliates..............................               6              6               6              6
     Deferred quarterly distributions...............              69             69              68             68

Proceeds from sale of containers included in:
     Due from affiliates............................             292            367             426            489

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, 2000 and 1999.


                                                                                               2000           1999
                                                                                              -----          -----

Container purchases recorded......................................................           $1,209         $1,249
Container purchases paid..........................................................            1,444          1,282

Distributions to partners declared................................................            3,000          3,001
Distributions to partners paid....................................................            3,000          3,001

Proceeds from sale of containers recorded.........................................            1,080          1,432
Proceeds from sale of containers received.........................................            1,155          1,495

See accompanying notes to financial statements
</TABLE>


<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, 2000 and 1999
(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.

      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, 2000 and December  31,  1999,  and the
      results of its operations, changes in partners' capital and cash flows for
      the six-month periods ended June 30, 2000 and 1999, 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, 1999,
      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.

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.  The Partnership capitalized $58 and $59 of
      acquisition  fees as part of container  rental  equipment costs during the
      six-month  periods  ended  June  30,  2000  and  1999,  respectively.  The
      Partnership incurred $62 and $124 of incentive management fees during both
      the three and six-month periods ended June 30, 2000 and 1999. No equipment
      liquidation fees were 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, 2000 and December 31, 1999.

      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 $144 and $284 for the three and six-month periods ended
      June 30,  2000,  respectively,  and $138 and $286,  respectively,  for the
      comparable periods in 1999. 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, 2000 and 1999 were as follows:


                                              Three months          Six months
                                             ended June 30,       ended June 30,
                                             --------------       --------------
                                             2000      1999       2000      1999
                                             ----      ----       ----      ----

      Salaries                                $49      $ 59       $100      $130
      Other                                    47        51         90       114
                                               --       ---        ---       ---
        Total general and
           administrative costs               $96      $110       $190      $244
                                               ==       ===        ===       ===

      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, 2000 and
      1999:


                                              Three months          Six months
                                             ended June 30,       ended June 30,
                                            ----------------      --------------
                                            2000       1999       2000      1999
                                            ----       ----       ----      ----

      TEM                                    $82       $ 98       $163      $218
      TFS                                     14         12         27        26
                                              --        ---        ---       ---
        Total general and
           administrative costs              $96       $110       $190      $244
                                              ==        ===        ===       ===


      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,  2000 and  December  31,  1999,  due from  affiliates,  net is
      comprised of:

                                                         2000              1999
                                                         ----              ----
      Due from affiliates:
          Due from TEM...........................        $389              $529
                                                          ---               ---

      Due to affiliates:
          Due to TFS.............................          25                23
          Due to TL..............................           1                 1
          Due to TCC.............................          36                 6
                                                          ---               ---
                                                           62                30
                                                          ---               ---

      Due from affiliates, net                           $327              $499
                                                          ===               ===

      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
      and fees  described  above and in the accrual and remittance of net rental
      revenues and sales proceeds from TEM.

Note 3.   Rentals Under Long-Term Operating Leases

      The following are the future rent receivables  under cancelable  long-term
      operating  leases at June 30,  2000.  Although  the leases  are  generally
      cancelable  with a penalty  at the end of each  twelve-month  period,  the
      following schedule assumes that the leases will not be terminated.
<PAGE>

          Year ending June 30:

          2001.............................................               $ 462
          2002.............................................                 158
          2003.............................................                 106
          2004.............................................                  37
                                                                            ---

          Total future rentals receivable..................               $ 763
                                                                            ===

Note 4.   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, 2000 and  December  31, 1999 are as
      follows:

                                                          2000             1999
                                                          ----             ----

      Future minimum lease payments receivable.......     $233             $353
      Residual value.................................        3                3
      Less:  unearned income.........................      (26)             (41)
                                                           ---              ---

      Net investment in direct finance leases........     $210             $315
                                                           ===              ===

      The following is a schedule by  year of minimum lease  payments receivable
      under the direct finance leases as of June 30, 2000:

          Year ending June 30:

          2001...............................................              $133
          2002...............................................                42
          2003...............................................                32
          2004...............................................                22
          2005...............................................                 4
                                                                            ---

          Total minimum lease payments receivable............              $233
                                                                            ===

      Rental income for the three and six-month  periods ended June 30, 2000 and
      1999  includes  $6 and $20 and $21 and $46,  respectively,  of income from
      direct finance leases.


Note 5. Container Rental Equipment Write-Down

      New container  prices steadily  declined from 1995 through 1999.  Although
      container  prices began  increasing in 2000, the cost of new containers at
      year-end  1998,  during 1999 and the first half of 2000 was  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, 2000 and 1999 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 period ended June 30, 2000, the Partnership  recorded
      a write-down of $149 on 356  containers  identified  for sale and sold 345
      previously  written-down containers for a loss of $5. During the six-month
      period ended June 30, 1999, the Partnership  recorded a write-down of $256
      on 757 containers identified for sale and sold 647 previously written down
      containers for a loss of $58. 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. Additionally,  the Partnership recorded gains of $99 and losses of
      $116 on the sale of containers that had not been  written-down  during the
      six-months ended June 30, 2000 and 1999, respectively.

      If more  containers are  subsequently  identified for sale or if container
      sales prices decline, the Partnership may incur additional  write-downs on
      containers  and/or  may  incur  losses  on the  sale  of  containers.  The
      Partnership  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.
<PAGE>

<TABLE>

<CAPTION>

Note 6.   Redemptions

      The following  redemptions were consummated by the Partnership  during the
      six-month periods ended June 30, 2000 and 1999:

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

        Total   Partnership    redemption   as   of
           December 31, 1998....................               35,472              $10.86              $  385
        Quarter ended:
              March 31, 1999....................                2,000              $ 8.50                  17
                                                               ------                                    ----

        Partnership through June 30, 1999                      37,472              $10.73              $  402
                                                               ======                                    ====


        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
                                                               ======                                    ====

      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, 2000 and 1999.  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.

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, 2000,
the  Partnership  redeemed  1,000  units for a total  dollar  amount of $7.  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.

Limited partners are currently receiving monthly  distributions in an annualized
amount equal to 8% of their  original  investment.  During the six-month  period
ended June 30, 2000,  the  Partnership  declared cash  distributions  to limited
partners  pertaining  to the period from  December  1999 through May 2000 in the
amount of $2,969. On a GAAP basis, $1,690 of these distributions was a return of
capital and the balance was from net earnings.  On a cash basis, $2,958 of these
distributions were 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.  Distributions  in future years
may be greater than cash  provided by  operations  and, in this event,  would be
made from any remaining  undistributed  cash from previous years' operations and
then from proceeds from  container  sales.  The portion of future  distributions
made from  proceeds  from  container  sales  would be a return of  capital.  The
decision that distributions  might be made from proceeds from container sales in
future  years  was  based  on the  Partnership's  age  (in  the  context  of the
Partnership's   finite-life  and  eventual   termination)  and  existing  market
conditions.

At June 30, 2000, the Partnership had no commitments to purchase containers.

Net cash provided by operating  activities for the six-month  periods ended June
30, 2000 and 1999, was $2,965 and $2,400, respectively. The increase of $565, or
24%, was  primarily  attributed  to the increase in net  earnings,  adjusted for
non-cash  transactions  and  fluctuations  in  due  from  affiliates,  net.  Net
earnings,  adjusted for non-cash  transactions  increased  primarily  due to the
decrease  in direct  container  expenses,  which  are  discussed  more  fully in
"Results of Operations".  The fluctuations in due from affiliates, net, resulted
from timing  differences  in payment of expenses and fees and the  remittance of
net rental revenues, as well as in fluctuations in these amounts.

For the  six-month  period  ended  June 30,  2000,  net cash  used in  investing
activities  (the purchase and sale of containers)  was $289 compared to net cash
provided by investing  activities of $213 for the comparable period in 1999. The
decrease of $502 was due to the  increase in cash used for  container  purchases
and a  decrease  in  proceeds  from  container  sales.  Cash used for  container
purchases increased as a result of timing differences in the accrual and payment
of these purchases even though the Partnership purchased fewer containers in the
six-month  period ended June 30, 2000  compared to the same period in 1999.  The
General  Partners  believe that the fluctuation in container  purchases  reflect
normal fluctuations in recent container purchases. The decrease in proceeds from
container sales was primarily due to the Partnership  selling fewer  containers.
The Partnership  continued to sell containers in low demand locations (described
below  under  "Results  of  Operations");  however  there  were fewer low demand
locations  and fewer  containers  in these  locations,  primarily as a result of
previous  sales  efforts,  which  resulted  in  the  decline  in the  number  of
containers sold. The sales prices received on container sales was comparable for
both periods, however these sales prices are lower than sales prices received in
previous  years as a result of current market  conditions,  which have adversely
affected the value of used  containers.  Until  conditions  improve in these low
demand  locations,  the  Partnership  plans  to  continue  to  sell  some of its
containers in these  locations.  The  Partnership  sells  containers  when (i) a
container reaches the end of its useful life or (ii) an analysis  indicates that
the sale is warranted  based on existing  market  conditions and the container's
age, location and condition.  Proceeds from container sales will fluctuate based
on the number of  containers  sold and the actual  price  received  on the sale.
Sales proceeds will affect the rate of reinvestment in containers.

The rate of reinvestment is also affected by cash from operations  available for
reinvestment.  Subject to the General Partners' discretion, cash from operations
available  for  reinvestment  is generally  equal to cash  provided by operating
activities  less   distributions   and  redemptions   paid.   Distributions  and
redemptions  are  determined  by the  General  Partners in  accordance  with the
Partnership Agreement.  Consistent with its investment objectives and subject to
its  distribution  policy,  the Partnership  intends to continue to reinvest any
cash from  operations  available  for  reinvestment  and some  portion  of sales
proceeds  in  additional  containers.   Although  there  has  been  some  recent
improvement in market  conditions,  overall existing market  conditions have had
and may  continue  to have an adverse  effect on the amount of cash  provided by
operations  that is available  for the purchase of additional  containers.  As a
result  of  market  conditions,  in the  near  term,  the  Partnership  does not
anticipate  having  significant  sums of cash from operations to reinvest in new
containers,  and may pay  distributions  from future  container  sales proceeds,
resulting in a slower than anticipated rate of reinvestment. Additionally, these
market conditions have had an adverse effect on the average sales price recently
realized from  container  sales.  Furthermore,  to the extent new containers are
purchased  with  sales  proceeds,  they are not  likely to equal  the  number of
containers  sold,  as new  container  prices are  likely to be greater  than the
average sales price of containers  sold.  These  factors have  contributed  to a
lower than  anticipated  rate of reinvestment  and a declining  container fleet.
Market conditions are discussed more fully under "Results of Operations".

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, 2000 and 1999, 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:

                                                               2000        1999
                                                              ------      ------
                 Beginning container fleet...............     14,269      16,281
                 Ending container fleet..................     13,873      15,592
                 Average container fleet.................     14,071      15,937

The  decline in the average  container  fleet of 12% from the  six-month  period
ended June 30, 1999 to the comparable  period ended June 30, 2000 was due to the
Partnership  having sold more  containers than it purchased since June 30, 1999.
Although some of the sales proceeds were used to purchase additional containers,
fewer containers were bought than sold,  resulting in a net decrease in the size
of the container fleet. As noted above,  when containers are sold in the future,
sales  proceeds not used to pay  distributions  are unlikely to be sufficient to
replace all of the containers  sold. This trend,  which is expected to continue,
has contributed to a slower rate of  reinvestment  than had been expected by the
General  Partners.  Other factors  related to this trend are discussed  above in
"Liquidity and Capital Resources."

Rental income and direct container expenses are also affected by the utilization
of the container  fleet,  which was 80% and 72% on average  during the six-month
periods ended June 30, 2000 and 1999, respectively.  In addition,  rental income
is affected by daily rental rates, which have decreased between the periods,  as
described below.

The  following is a comparative  analysis of the results of  operations  for the
six-month periods ended June 30, 2000 and 1999.

The  Partnership's  income from operations for the six-month periods ending June
30, 2000 and 1999 was $1,147 and $275,  respectively  on rental income of $3,993
and $4,064, respectively.  The decrease in rental income of $71, or 2%, from the
six-month  period  ended  June 30,  1999 to the  comparable  period  in 2000 was
attributable  to decreases in container  rental income and other rental  income.
Income from container rentals,  the major component of total revenue,  decreased
$14, or 1%,  primarily  due to decreases in average  container  fleet of 12% and
average  rental  rates  of  5%,  offset  by  the  increase  in  average  on-hire
utilization of 11%.

The  improvement in  utilization  was due to  improvements  in demand for leased
containers and in the trade balance, primarily as a result of the improvement in
certain Asian  economies and a related  increase in exports out of Europe.  This
improvement  in demand,  coupled with container  lessors'  efforts to sell older
containers in low demand locations, has also reduced the container surplus.

However, the trade imbalance between Asia and North America still exists, and as
a consequence,  the build-up of  containers,  primarily on the East Coast of the
United States,  persists.  The Partnership has been unable to reposition a large
number of newer  containers to higher demand  locations in Asia,  due to lack of
available vessel capacity from the United States East Coast ports.

As a result,  the Partnership  continues to sell 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 1999 and 2000 were older containers.  The
expected  economic  benefit of  continuing  to own these  older  containers  was
significantly less than that of newer containers  primarily due to their shorter
remaining marine life, the cost to reposition containers and the shipping lines'
preference for leasing newer containers when they are available.

Once the decision had been made to sell  containers,  if the book value of these
containers was greater than the estimated fair value, 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  during 1999,  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 the trade balance between Asia and North America improves, 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 on some or all of its container rental
equipment.

The decline in the purchase price of new  containers  and the container  surplus
mentioned  above have  resulted in the decline in rental rates in recent  years.
However,  as a result of the improvement in demand and increases in the purchase
price of new containers,  rental rates have stabilized  during the first half of
2000.

The General  Partners are  cautiously  optimistic  that rental rates will remain
stable and the current level of utilization  will be maintained  during 2000 and
may improve if demand for leased  containers  and the trade balance  continue to
improve. However, the General Partners caution that utilization, lease rates and
container sale prices could also decline,  adversely affecting the Partnership's
operating results.

The  balance of 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 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, 2000,
other rental  income was $448, a decrease of $57 from the  equivalent  period in
1999.  The decrease in other rental  income was primarily due to the decrease in
fleet size and an additional decrease in location income. The further decline in
location  income was due to a decrease  in charges to lessees for  dropping  off
containers  in certain  locations,  offset by a decrease in credits  granted for
picking up containers in surplus locations.

Direct  container  expenses  decreased  $458, or 40% from the  six-month  period
ending  June  30,  1999 to the  equivalent  period  in  2000,  primarily  due to
decreases  in storage,  repositioning  and DPP  expenses of $208,  $109 and $56,
respectively.  The decrease in these expenses, as well as other direct container
expenses,  was  partially due to the overall  decrease in the average  container
fleet.  Storage expense  further  declined due to the improvement in utilization
noted  above  and a lower  average  storage  cost per  container.  Repositioning
expense further declined as there were fewer containers repositioned,  offset by
a higher  average  repositioning  cost due to the high demand for limited vessel
capacity  noted  above.  DPP expense  further  declined due to a decrease in the
average DPP cost per container.

Bad debt expense decreased from an expense of $80 for the six-month period ended
June 30, 1999 to a benefit of $21 for the comparable period in 2000. The benefit
recorded for the  six-month  period ended June 30, 2000 was  primarily due to an
overall lower required reserve at June 30, 2000 than at December 31, 1999.

Depreciation  expense  decreased  $236, or 15%, from the six-month  period ended
June 30, 1999 to the comparable  period in 2000 primarily due to the decrease in
fleet size.

New  container  prices  steadily  declined  from  1995  through  1999.  Although
container  prices  began  increasing  in  2000,  the cost of new  containers  at
year-end  1998,  during 1999 and the first half of 2000 was  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, 2000 and 1999 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  period ended June 30, 2000,  the  Partnership  recorded a
write-down of $149 on 356 containers identified for sale and sold 345 previously
written-down containers for a loss of $5. During the six-month period ended June
30,  1999,  the  Partnership  recorded a  write-down  of $256 on 757  containers
identified for sale and sold 647 previously  written down  containers for a loss
of  $58.  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.  Additionally,  the Partnership
recorded gains of $99 and losses of $116 on the sale of containers  that had not
been  written-down   during  the  six-months  ended  June  30,  2000  and  1999,
respectively.

If more  containers are  subsequently  identified for sale or if container sales
prices decline,  the Partnership may incur additional  write-downs on containers
and /or may incur losses on the sale of containers.

Management  fees to affiliates  decreased  $2, or 1%, from the six-month  period
ended June 30,  1999 to the  comparable  period in 2000,  due to a  decrease  in
equipment  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 were  comparable at $124 for both the  six-month  periods ended
June 30, 2000 and 1999.

General and administrative  costs to affiliates  decreased $54, or 22%, from the
six-month period ended June 30, 1999 to the comparable  period in 2000 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.

Other expense  decreased from an expense of $123 for the six-month  period ended
June 30, 1999 to income of $163 for the comparable  period in 2000. The decrease
was  primarily  due to the change in loss on sale of  containers  from a loss of
$174 to a gain of $94.

Net earnings per limited partnership unit increased from $0.03 to $0.34 from the
six-month period ended June 30, 1999 to the same period in 2000,  reflecting the
increase in net  earnings  allocated  to limited  partners  from $121 to $1,279,
respectively.  The allocation of net earnings  included a special  allocation of
gross  income  to the  General  Partners  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, 2000 and 1999.

The  Partnership's  income (loss) from  operations for the  three-month  periods
ending June 30, 2000 and 1999 was $631 and ($19),  respectively on rental income
of $2,025 and $1,961, respectively. The increase in rental income of $64, or 3%,
from the three-month period ended June 30, 1999 to the comparable period in 2000
was  attributable  to  increases  in  container  rental  income and other rental
income. Income from container rentals increased $50, or 3%, primarily due to the
increase in average  on-hire  utilization  of 13%,  offset by  decreases  in the
average container fleet of 12% and average rental rates of 5%.

For the three-month period ended June 30, 2000, other rental income was $230, an
increase  of $14  from  the  equivalent  period  in 1999.  Other  rental  income
increased primarily due to an increase in location income which increased due to
a decrease in credits  granted to lessees for leasing  containers  from  certain
locations,  offset  by a  decrease  in  charges  to  lessees  for  dropping  off
containers in certain locations.

Direct  container  expenses  decreased  $290, or 46% from the  six-month  period
ending  June  30,  1999 to the  equivalent  period  in  2000,  primarily  due to
decreases  in storage,  repositioning  and DPP  expenses  of $105,  $82 and $52,
respectively.  The decrease in these expenses, as well as other direct container
expenses,  was  partially due to the overall  decrease in the average  container
fleet.  Storage expense  further  declined due to the improvement in utilization
noted  above  and a lower  average  storage  cost per  container.  Repositioning
expense further declined as there were fewer containers repositioned,  offset by
a higher  average  repositioning  cost due to the high demand for limited vessel
capacity  noted  above.  DPP expense  further  declined due to a decrease in the
average DPP cost per container.

Bad debt expense  decreased  from an expense of $21 for the  three-month  period
ended June 30, 1999 to a benefit of $42 for the  comparable  period in 2000. The
benefit  recorded for the  three-month  period ended June 30, 2000 was primarily
due to an overall  lower  required  reserve  at June 30,  2000 than at March 31,
2000.

Depreciation  expense decreased $112, or 14%, from the three-month  period ended
June 30, 1999 to the comparable  period in 2000 primarily due to the decrease in
fleet size.

During the  three-month  periods ended June 30, 2000 and 1999,  the  Partnership
recorded write-downs of $68 and $195,  respectively on containers identified for
sale.  The  decrease  in the  write-down  of $127  was  primarily  due to  fewer
containers identified as for sale and requiring a reserve.

Management fees to affiliates  increased $6, or 3%, from the three-month  period
ended June 30, 1999 to the  comparable  period in 2000.  The increase was due to
the increase in equipment  management  fees,  which increased as a result of the
increase in rental income. These fees were approximately 7% of rental income for
both  periods.  Incentive  management  fees were  comparable at $63 for both the
three-month periods ended June 30, 2000 and 1999.

General and administrative  costs to affiliates  decreased $14, or 13%, from the
three-month  period  ended  June  30,  1999  to the  comparable  period  in 2000
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.

Other expense decreased from an expense of $98 for the three-month  period ended
June 30, 1999 to income of $145 for the comparable  period in 2000. The decrease
was  primarily  due to the change in loss on sale of  containers  from a loss of
$125 to a gain of $108.

Net earnings per limited partnership unit increased from a loss of $0.04 for the
three-month  period ended June 30, 1999 to earnings of $0.21 for the same period
in 2000,  reflecting the increase in net earnings  allocated to limited partners
from a loss of $132 to earnings of $761,  respectively.  The  allocation  of net
earnings  (loss)  included a special  allocation  of gross income to the General
Partners in accordance with the Partnership Agreement.

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, 2000,  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,  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.

Forward Looking Statements

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 11, 2000


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:

<S>                                     <C>                                          <C>

Signature                                Title                                          Date


________________________                 Senior Vice President,                         August 11, 2000
Ernest J. Furtado                        (Principal Financial and
                                         Accounting Officer) and
                                         Secretary




________________________                 President (Principal Executive                 August 11, 2000
John A. Maccarone                        Officer)


</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/Ernest J. Furtado
                                         __________________________
                                         Ernest J. Furtado
                                         Senior Vice President


Date: August 11, 2000

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>


/s/Ernest J. Furtado                                                                          August 11, 2000
____________________________             Senior Vice President,
Ernest J. Furtado                        (Principal Financial and
                                         Accounting Officer) and
                                         Secretary



/s/John A. Maccarone                                                                          August 11, 2000
____________________________             President (Principal Executive
John A. Maccarone                        Officer)


</TABLE>