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


November 13, 2001


Securities and Exchange Commission
Washington, DC  20549

Gentlemen:

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

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

Sincerely,

Ernest J. Furtado
Chief Financial Officer

<PAGE>

                                  UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington DC 20549



                                  FORM 10-Q



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


                 For the quarterly period ended September 30, 2001


                         Commission file number 0-19145


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


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

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

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


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

                                   Yes [X] No [ ]


<PAGE>

<TABLE>
<CAPTION>
TEXTAINER EQUIPMENT INCOME FUND II, L.P.
(a California Limited Partnership)

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

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



                                                                                                      Page

<S>                                                                                                    <C>
Item 1.   Financial Statements

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



          Statements of Earnings for the three and nine months
          ended September 30, 2001 and 2000 (unaudited)........................................          4



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



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



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



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



</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

Balance Sheets

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


                                                                                 2001                   2000
                                                                           ----------------       ----------------
<S>                                                                              <C>                    <C>

Assets
Container rental equipment, net of accumulated
    depreciation of $16,645 (2000:  $18,108) (note 4)                      $        22,259        $        25,980
Cash                                                                                   538                  1,652
Net investment in direct finance leases (note 3)                                        92                    123
Accounts receivable, net of allowance for doubtful
     accounts of $132 (2000:  $219)                                                  1,245                  1,514
Due from affiliates, net (note 2)                                                      188                    484
Prepaid expenses                                                                         -                     10
                                                                           ----------------       ----------------


                                                                           $        24,322        $        29,763
                                                                           ================       ================
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                        $           209        $           198
   Accrued liabilities                                                                 155                    205
   Accrued damage protection plan costs                                                120                    151
   Accrued recovery costs                                                              101                     88
   Deferred quarterly distributions                                                     71                     66
   Container purchases payable                                                           -                     88
                                                                           ----------------       ----------------

      Total liabilities                                                                656                    796
                                                                           ----------------       ----------------

Partners' capital:
   General partners                                                                      -                      -
   Limited partners                                                                 23,666                 28,967
                                                                           ----------------       ----------------

      Total partners' capital                                                       23,666                 28,967
                                                                           ----------------       ----------------


                                                                           $        24,322        $        29,763
                                                                           ================       ================


See accompanying notes to financial statements

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

Statements of Earnings

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

                                                              Three months       Three months       Nine months      Nine months
                                                                 Ended               Ended             Ended            Ended
                                                             Sept. 30, 2001     Sept. 30, 2000     Sept. 30, 2001    Sept. 30, 2000
                                                            ----------------   ----------------   ----------------   ---------------
<S>                                                               <C>                 <C>                <C>              <C>
Rental income                                               $         1,485    $         1,882    $          4,735   $        5,874
                                                            ----------------   ----------------   ----------------  ----------------

Costs and expenses:
   Direct container expenses                                            415                195              1,369               879
   Bad debt expense (benefit)                                            15                  7                 (8)              (15)
   Depreciation                                                         575                655              1,811             2,005
   Write-down of containers (note 4)                                    121                 53                242               201
   Professional fees                                                      6                 17                 24                58
   Management fees to affiliates (note 2)                               105                193                496               601
   General and administrative costs to affiliates (note 2)               66                100                225               289
   Other general and administrative costs                                19                 22                 67                68
   Loss (gain)  on sale of containers (note 4)                           11                 (2)               124               (95)
                                                            ----------------   ----------------   ----------------  ----------------

                                                                      1,333              1,240              4,350             3,991
                                                            ----------------   ----------------   ----------------  ----------------

   Income from operations                                               152                642                385             1,883
                                                            ----------------   ----------------   ----------------  ----------------

   Interest income                                                        9                 31                 53               100
                                                            ----------------   ----------------   ----------------  ----------------

   Net earnings                                             $           161    $           673    $           438   $         1,983
                                                            ================   ================   ================  ================

Allocation of net earnings  (note 2):
   General partners                                         $            30    $            16    $            61   $            47
   Limited partners                                                     131                657                377             1,936
                                                            ----------------   ----------------   ----------------  ----------------

                                                            $           161    $           673    $           438   $         1,983
                                                            ================   ================   ================  ================

Limited partners' per unit share
   of net earnings                                          $          0.04    $          0.18    $          0.10   $          0.52
                                                            ================   ================   ================  ================

Limited partners' per unit share
   of distributions                                         $          0.73    $          0.40    $          1.53   $          1.20
                                                            ================   ================   ================  ================

Weighted average number of limited
   partnership units outstanding                                  3,688,717          3,698,748          3,691,547         3,707,134
                                                            ================   ================   ================  ================


See accompanying notes to financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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

Statements of Partners' Capital

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

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

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

Distributions                                                (47)                (4,450)                 (4,497)

Redemptions (note 5)                                           -                    (92)                    (92)

Net earnings                                                  47                  1,936                   1,983
                                                    -------------         --------------         ---------------

Balances at September 30, 2000                      $          -          $      29,898          $       29,898
                                                    =============         ==============         ===============

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

Distributions                                                (61)                (5,631)                 (5,692)

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

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

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


See accompanying notes to financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

Statements of Cash Flows

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

                                                                                       2001              2000
                                                                                    -----------       -----------
<S>                                                                                     <C>               <C>
Cash flows from operating activities:
   Net earnings                                                                     $      438        $    1,983
   Adjustments to reconcile net earnings to
     net cash provided by operating activities:
        Depreciation                                                                     1,811             2,005
        Write-down of containers                                                           242               201
        Decrease in allowance for doubtful accounts                                        (87)              (44)
        Loss (gain) on sale of containers                                                  124               (95)
        Decrease in assets:
           Net investment in direct finance leases                                          40               206
           Accounts receivable                                                             356               456
           Due from affiliates, net                                                        362                11
           Prepaid expenses                                                                 10                11
        Increase (decrease) in liabilities:
           Accounts payable and accrued liabilities                                        (39)               (8)
           Accrued damage protection plan costs                                            (31)             (105)
           Accrued recovery costs                                                           13                11
           Warranty claims                                                                   -              (160)
                                                                                    -----------       -----------


              Net cash provided by operating activities                                  3,239             4,472
                                                                                    -----------       -----------

Cash flows from investing activities:
   Proceeds from sale of containers                                                      1,475             1,683
   Container purchases                                                                     (96)           (1,470)
                                                                                    -----------       -----------

              Net cash provided by  investing activities                                 1,379               213
                                                                                    -----------       -----------

Cash flows from financing activities:
   Redemptions of limited partnership units                                                (47)              (92)
   Distributions to partners                                                            (5,685)           (4,500)
                                                                                    -----------       -----------

              Net cash used in financing activities                                     (5,732)           (4,592)
                                                                                    -----------       -----------

Net (decrease) increase in cash                                                         (1,114)               93

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

Cash at end of period                                                               $      538        $    2,111
                                                                                    ===========       ===========

</TABLE>

See accompanying notes to financial statements

<PAGE>
<TABLE>
<CAPTION>

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


Statements Of Cash Flows--Continued

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

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

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

                                                              Sept. 30       Dec. 31          Sept. 30       Dec. 31
                                                                2001           2000            2000           1999
                                                             -----------    -----------    -------------    ----------
<S>                                                              <C>            <C>             <C>            <C>
Container purchases included in:
     Container purchases payable....................              $  -          $ 88            $756            $243

Distributions to partners included in:
     Due to affiliates..............................                 8             6               4               6
     Deferred quarterly distributions...............                71            66              68              69

Proceeds from sale of containers included in:
     Due from affiliates............................               347           279             240             367

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


                                                                                                2001            2000
                                                                                                ----            ----

Container purchases recorded............................................                      $    9          $1,983
Container purchases paid................................................                          96           1,470

Distributions to partners declared......................................                       5,692           4,497
Distributions to partners paid..........................................                       5,685           4,500

Proceeds from sale of containers recorded...............................                       1,543           1,556
Proceeds from sale of containers received...............................                       1,475           1,683

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 nine months ended September 30, 2001 and 2000
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
--------------------------------------------------------------------------------

Note 1.   General

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

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

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

      The accompanying interim  comparative financial  statements  have not been
      audited by  an independent public   accountant. However,  all  adjustments
      (which  were only normal and  recurring  adjustments), which  are,  in the
      opinion of management, necessary to fairly present  the financial position
      of the Partnership as of September 30, 2001 and December 31, 2000, and the
      results of its operations, changes in partners' capital and cash flows for
      the nine-month periods ended  September 30, 2001 and 2000, have been made.

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

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

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


Note 2.    Transactions with Affiliates

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


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

      As part of the operation of the Partnership, the  Partnership is to pay to
      the General Partners an  acquisition fee, an equipment  management fee, an
      incentive management fee and an equipment  liquidation fee. These fees are
      for various services provided  in  connection with the  administration and
      management of the Partnership. No  acquisition  fees  were incurred during
      the   nine-month   period  ended   September  30,  2001. The   Partnership
      capitalized $94 of acquisition fees as part of container  rental equipment
      costs during the nine-month period ended September 30, 2000. For the three
      and nine-month periods ended September 30, 2001 the   Partnership incurred
      $1 and $169 of incentive management fees, respectively, and  $62 and $187,
      respectively, for the comparable periods in 2000. There  were no equipment
      liquidation fees incurred during these periods.

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

      Subject to certain reductions, TEM receives a monthly equipment management
      fee equal to 7% of gross lease revenues attributable  to operating  leases
      and 2% of  gross lease  revenues  attributable to full  payout net leases.
      These fees totaled $104  and $327 for  the  three and  nine-month  periods
      ended September 30, 2001, respectively,  and $131 and $414,  respectively,
      for the comparable periods in 2000. The  Partnership's  container fleet is
      leased  by  TEM to third  party  lessees on  operating master leases, spot
      leases, term  leases  and  direct  finance  leases.  The  majority  of the
      container fleet is leased under operating master leases with limited terms
      and no purchase option.

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



                                        Three months              Nine months
                                       ended Sept. 30,           ended Sept. 30,
                                       ---------------          ---------------
                                       2001       2000          2001       2000
                                       ----       ----          ----       ----

      Salaries                          $43       $ 49          $134       $149
      Other                              23         51            91        140
                                         --        ---           ---        ---
        Total general and
          administrative costs          $66       $100          $225       $289
                                         ==        ===           ===        ===

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

                                        Three months              Nine months
                                       ended Sept. 30,           ended Sept. 30,
                                       ---------------          ----------------
                                       2001        2000         2001       2000
                                       ----        ----         ----       ----

      TEM                               $57        $ 83         $195       $244
      TFS                                 9          17           30         45
                                         --         ---          ---        ---
        Total general and
          administrative costs          $66        $100         $225       $289
                                         ==         ===          ===        ===


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

                                                           2001             2000
                                                           ----             ----
      Due from affiliates:
        Due from TEM..............................         $207             $516
                                                            ---              ---

      Due to affiliates:
        Due to TFS................................           11               24
        Due to TL.................................            1                1
        Due to TCC................................            7                7
                                                            ---              ---
                                                             19               32
                                                            ---              ---

      Due from affiliates, net                             $188             $484
                                                            ===              ===

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


Note 3.   Direct Finance Leases

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

                                                         2001              2000
                                                         ----              ----

      Future minimum lease payments receivable....       $101              $137
      Residual value..............................          2                 3
      Less:  unearned income......................        (11)              (17)
                                                          ---               ---

      Net investment in direct finance leases.....       $ 92              $123
                                                          ===               ===


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

      Year ending September 30:

      2002........................................       $ 47
      2003........................................         34
      2004........................................         18
      2005........................................          2
                                                          ---


      Total minimum lease payments receivable.....       $101
                                                          ===

      Rental income  for  the three and  nine-month periods ended  September 30,
      2001 and 2000 includes $3 and $6  and $8  and $28, respectively, of income
      from direct finance leases.


Note 4. Container Rental Equipment Write-Down

      New container prices  declined from 1995  through 1999. Although container
      prices  increased  in 2000,  these  prices  declined again  in  2001. As a
      result,  the  cost  of  new  containers  purchased  in   recent  years  is
      significantly less than the average cost of containers  purchased in prior
      years. The Partnership evaluated the recoverability of the recorded amount
      of  container  rental  equipment  at  September 30,  2001   and  2000  for
      containers to be held for continued use and determined that a reduction to
      the carrying value of these containers was not  required. The  Partnership
      also evaluated the   recoverability of the  recorded  amount of containers
      identified for sale in the ordinary course of business and determined that
      a reduction to the carrying value of these   containers was  required. The
      Partnership  wrote down the value  of these  containers to their estimated
      fair  value, which was  based on  recent sales  prices less cost to  sell.
      During  the  nine-month  periods  ended  September 30, 2001  and 2000, the
      Partnership recorded write-down expenses of  $242 and $201,  respectively,
      on 650 and 498 containers identified as for sale and  requiring a reserve.
      During  the three-month  periods ended  September  30, 2001  and 2000, the
      Partnership recorded write-down expenses of $121 and $53, respectively, on
      305 and 142 containers identified as for sale and requiring a  reserve. At
      September 30, 2001 and 2000, the net book value of  348 and 218 containers
      identified as for sale was $402 and $272, respectively.

      The Partnership sold 497 of these previously written down containers for a
      loss of $19  during  the nine- month  period  ended September 30, 2001 and
      sold 545  previously written  down  containers for a loss of $9 during the
      same period in  2000. During  the three-month  period ended  September 30,
      2001 the Partnership sold 282 of these previously  written down containers
      for a loss of $10 and sold 200 previously  written  down  containers for a
      loss of $4 during the same period in 2000. The Partnership incurred losses
      on the sale of some containers previously written down as the actual sales
      prices received on these containers were lower than the estimates used for
      the write-downs, primarily due to unexpected  declines in  container sales
      prices.

      The Partnership also sold containers  that had  not  been written down and
      recorded a loss of $105 and a  gain of $104 during  the nine-month periods
      ended September 30, 2001 and 2000,  respectively. During  the  three-month
      periods ended September 30, 2001 and 2000 the Partnership recorded a  loss
      of $1 and a gain of $6, respectively, on the sale  of  containers that had
      not been written down.

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

Note 5.   Redemptions

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

                                                              Units              Average
                                                             Redeemed         Redemption Price          Amount Paid
                                                            ----------       ------------------        --------------
<S>                                                             <C>                 <C>                      <C>
      Total Partnership redemption as of
       December 31, 1999....................                   37,672             $ 10.70                  $  403
      Quarter ended:
         March 31, 2000.....................                    1,000             $  7.00                       7
         September 30, 2000.................                   12,579             $  6.75                      85
                                                               ------                                         ---

      Partnership through September 30,
      2000..................................                   51,251             $  9.66                  $  495
                                                               ======                                         ===


      Total  Partnership  redemption  as
       December 31,2000.....................                   54,194             $  9.50                  $  515
      Quarter ended:
         March 31, 2001.....................                    2,843             $  7.09                      20
         September 30, 2001.................                    4,245             $  6.22                      27
                                                               ------                                         ---

      Partnership through September 30,
      2001..................................                   61,282             $  9.19                  $  562
                                                               ======                                         ===

      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
nine-month  periods  ended  September  30,  2001 and 2000.  Please  refer to the
Financial  Statements  and  Notes  thereto  in  connection  with  the  following
discussion.

Liquidity and Capital Resources

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

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

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

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

From time to time,  the  Partnership  redeems units from limited  partners for a
specified  redemption  value,  which  is  set  by  formula.  Up  to  2%  of  the
Partnership's outstanding units may be redeemed each year, although the 2% limit
may be exceeded at the Managing General  Partner's  discretion.  All redemptions
are subject to the Managing  General  Partner's  good faith  determination  that
payment for the redeemed units will not (i) cause the Partnership to be taxed as
a  corporation,  (ii) impair the capital or  operations of the  Partnership,  or
(iii) impair the ability of the Partnership to pay  distributions  in accordance
with its distribution  policy.  During the nine-month period ended September 30,
2001, the Partnership redeemed 7,088 units for a total dollar amount of $47. 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.

During the nine-month period ended September 30, 2001, the Partnership  declared
cash  distributions to limited  partners  pertaining to the period from December
2000 through August 2001 in the amount of $5,631. This amount includes a special
distribution  of  $1,539,  which  represented  $0.42 per unit paid in July 2001.
Exclusive  of this special  distribution,  these  distributions  represent 8% of
original  capital  (measured on an  annualized  basis) for the period of January
through  August  and  10.5%  for  September.  On  a  GAAP  basis,  after  paying
redemptions,  $5,301  of these  distributions  was a return of  capital  and the
balance was from net earnings.  On a cash basis,  $3,133 of these  distributions
was from current  year  operating  activities  and the  remainder  was from cash
provided by previous years'  operations that had not been distributed or used to
purchase containers or redeem units.

Net cash  provided by operating  activities  for the  nine-month  periods  ended
September 30, 2001 and 2000, was $3,239 and $4,472,  respectively.  The decrease
of $1,233,  or 28%, was  primarily  attributed  to the decrease in net earnings,
adjusted for non-cash transactions, and in accounts receivable, partially offset
by the change in due from  affiliates.  The fluctuations in due from affiliates,
net,  resulted from timing  differences  in payment of expenses and fees and the
remittance of net rental revenues and sales proceeds, as well as in fluctuations
in these amounts.

Net earnings, adjusted for non-cash transactions, decreased primarily due to the
decrease in rental  income and the increase in direct  container  expenses.  The
reasons for these  fluctuations  are discussed in "Results of  Operations".  The
decrease  in accounts  receivable  of $356 during the  nine-month  period  ended
September  30, 2001 was  primarily  due to the  decrease in rental  income,  the
write-off of certain  receivables  that had been  previously  reserved for and a
decline in the average collection period of accounts receivable.

For the nine-month period ended September 30, 2001 and 2000 net cash provided by
investing  activities (the purchase and sale of containers) was $1,379 and $213,
respectively. The fluctuation of $1,166 was due to the decrease in cash used for
container purchases, partially offset by the decrease in proceeds from container
sales.  Cash used for container  purchases  decreased as the Partnership did not
purchase  containers  during the nine-month period ended September 30, 2001. The
Partnership  sold more containers in low demand  locations during the nine-month
period ended  September 30, 2001 than in the  comparable  period for 2000, but a
decrease in the average  sales  price  resulted in a decrease in total  proceeds
from container  sales for 2001. The sales price for containers sold in these low
demand locations,  and the decline in the value of used containers has continued
to be adversely affected by market  conditions.  The sale of containers in these
locations  and the related  market  conditions  are  discussed  more fully under
"Results  of  Operations".  The number of  containers  sold,  both in low demand
locations and elsewhere,  as well as the amount of sales  proceeds,  will affect
how much the Partnership will pay in future distributions to Partners.

Results of Operations

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

                                                               2001        2000
                                                               ----        ----
                 Beginning container fleet...............    13,243      14,269
                 Ending container fleet..................    11,519      13,720
                 Average container fleet.................    12,381      13,995

The average  container  fleet  decreased  12% from the  nine-month  period ended
September 30, 2000 to the equivalent  period in 2001 due to the continuing  sale
of containers (i) that had reached the end of their useful lives or (ii) that an
analysis had indicated that their sale was otherwise warranted. Included in this
second group were containers  located in low demand  locations.  The Partnership
expects that the size of its container  fleet will further decline as additional
containers  are  sold  for  these  reasons  and as the  Partnership  begins  its
liquidation  plan.  The decline in the  container  fleet has  contributed  to an
overall decline in rental income from the nine-month  period ended September 30,
2000 to the equivalent  period in 2001.  This decline is expected to continue in
future years,  as the size of the  Partnership's  container  fleet  continues to
decrease.

Rental income and direct container expenses are also affected by the utilization
of the container  fleet,  which was 71% and 81% on average during the nine-month
periods ended  September 30, 2001 and 2000,  respectively.  In addition,  rental
income is affected by daily rental rates.


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

The  Partnership's  income from  operations  for the  nine-month  periods ending
September 30, 2001 and 2000 was $385 and $1,883, respectively,  on rental income
of $4,735 and $5,874, respectively.  The decrease in rental income of $1,139, or
19%,  from the  nine-month  period ended  September  30, 2000 to the  comparable
period  in 2001 was  attributable  to  decreases  in  container  rental  income,
partially  offset by an increase in other rental  income.  Income from container
rentals,  the  major  component  of total  revenue,  decreased  $1,204,  or 23%,
primarily due to decreases in average container fleet of 12% and average on-hire
utilization of 12% between the periods.

In the fourth quarter of 2000, utilization began to decline and has continued to
decline  through the end of the third  quarter of 2001.  This decline was due to
lower overall demand by shipping lines for leased containers, which is primarily
a result  of the  worldwide  economic  slowdown.  The  effects  of the  economic
slowdown on shipping  have been  heightened by the recent  curtailment  in world
trade,  caused by the after-effects of the September 11 terrorist attacks.  This
curtailment  in world trade has caused  some  shipping  lines to reduce  service
levels along certain  routes  which,  of course,  may further  weaken demand for
containers.  Two other  factors  are  currently  reducing  the demand for leased
containers.  Shipping  lines have added larger  vessels to their  fleets,  which
combined  with lower  cargo  volume  growth,  has made it easier for them to use
otherwise  empty vessel space to reposition  their own  containers  back to high
demand  locations.  Additionally,  in anticipation of the delivery of these new,
larger  vessels,  many shipping  lines placed large orders for new containers in
2000 and 2001, thus temporarily  reducing their need to lease containers.  These
orders for additional  containers are part of a general increase in capacity for
the shipping lines.  This increase in capacity amounted to 12% this year, and an
additional  increase in capacity is  expected  next year,  because the  shipping
lines placed orders for additional ships and containers  before  recognizing the
slowdown in world  trade.  To the extent that this  increased  capacity  remains
underutilized, shipping lines may seek to cut costs in order to sustain profits,
which  may put  further  downward  pressure  on  demand  for  containers  and/or
container rental rates.

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

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

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

Despite  the  decline in demand for leased  containers  discussed  above and the
decline in new container  purchase  prices,  the  stabilization of rental rates,
which began during 2000, has continued in 2001. Until such time as the worldwide
economies  improve,  particularly  those of the United  States and  Europe,  the
uncertainties caused by the September 11 terrorist attacks have been diminished,
and cargo  volumes  increase  to the point  where this  year's 12%  increase  in
worldwide vessel capacity is absorbed,  there may be no significant improvements
in utilization.

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

Other rental income consists of other lease-related items, primarily income from
charges to lessees for dropping off containers in surplus locations less credits
granted to lessees for  leasing  containers  from  surplus  locations  (location
income),  income  from  charges to lessees for  handling  related to leasing and
returning  containers (handling income) and income from charges to lessees for a
Damage  Protection  Plan (DPP).  For the nine-month  period ended  September 30,
2001,  other  rental  income was $607,  an increase  of $65 from the  equivalent
period in 2000.  The  increase  in other  rental  income  was  primarily  due to
increases  in location and DPP income of $100 and $27,  respectively,  partially
offset by a decrease in handling  income of $63. The increase in location income
was due to an increase  in charges to lessees for  dropping  off  containers  in
certain  locations  and a decrease in credits  granted to lessees for picking up
containers from surplus  locations.  DPP income increased due to the increase in
the average DPP price charged per  container,  offset by a decline in fleet size
and further declines in the number of containers  carrying DPP.  Handling income
declined  due to the  decline in fleet size and a further  decline in  container
movement  during the nine-month  period ended September 30, 2001 compared to the
equivalent period in 2000, partially offset by an increase in handling charges.

Direct  container  expenses  increased  $490, or 56% from the nine-month  period
ending  September 30, 2000 to the  equivalent  period in 2001.  The increase was
primarily  due to  increases  in  storage,  repositioning,  maintenance  and DPP
expenses  of $204,  $154,  $126 and $52,  respectively,  offset by a decrease in
handling expense of $27.  Repositioning  expense increased due to an increase in
the number of containers  repositioned and a higher average  repositioning  cost
per  container.  Storage  expense  increased  due to  the  decrease  in  average
utilization  noted  above  and an  increase  in the  average  storage  cost  per
container.  Maintenance  expense  increased  due to an increase in the number of
containers  requiring  maintenance.  DPP expense  increased  primarily due to an
increase in the average  DPP repair cost per  container  offset by a decrease in
the number of containers  covered under DPP. The decline in handling expense was
primarily due to a decline in container movement.

Bad debt benefit  decreased from $15 for the nine-month  period ended  September
30, 2000 to $8 for the comparable period in 2001. The decline was due to a lower
required  adjustment to bad debt reserve at September 30, 2001,  compared to the
same period at 2000.

Depreciation  expense  decreased $194, or 10%, from the nine-month  period ended
September  30,  2000  to the  comparable  period  in 2001  primarily  due to the
decrease in average fleet size.

New container prices declined from 1995 through 1999.  Although container prices
increased in 2000, these prices declined again in 2001. As a result, the cost of
new containers  purchased in recent years is significantly less than the average
cost of  containers  purchased in prior years.  The  Partnership  evaluated  the
recoverability of the recorded amount of container rental equipment at September
30, 2001 and 2000 for  containers to be held for  continued  use and  determined
that a reduction to the carrying value of these containers was not required. The
Partnership  also  evaluated  the  recoverability  of  the  recorded  amount  of
containers identified for sale in the ordinary course of business and determined
that a reduction to the carrying  value of these  containers  was required.  The
Partnership  wrote down the value of these  containers to their  estimated  fair
value,  which was based on recent  sales  prices  less cost to sell.  During the
nine-month  periods ended September 30, 2001 and 2000, the Partnership  recorded
write-down  expenses of $242 and $201,  respectively,  on 650 and 498 containers
identified as for sale and requiring a reserve.  At September 30, 2001 and 2000,
the net book value of 348 and 218 containers identified as for sale was $402 and
$272 respectively.

The Partnership sold 497 of these previously  written down containers for a loss
of $19  during the  nine-month  period  ended  September  30,  2001 and sold 545
previously  written down  containers  for a loss of $9 during the same period in
2000. The Partnership incurred losses on the sale of some containers  previously
written down as the actual sales prices received on these  containers were lower
than  the  estimates  used  for the  write-downs,  primarily  due to  unexpected
declines in container sales prices.

The Partnership also sold containers that had not been written down and recorded
a loss of $105 and a gain of $104 during the nine-month  periods ended September
30, 2001 and 2000, respectively.

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

Management fees to affiliates decreased $105, or 17%, from the nine-month period
ended  September 30, 2000 to the comparable  period in 2001, due to decreases in
equipment and incentive  management  fees. The decrease in equipment  management
fees, which are based primarily on gross revenue,  resulted from the decrease in
rental  income.  These  fees were  approximately  7% of rental  income  for both
periods. Incentive management fees, which are based on the Partnership's limited
and general partner  distributions  made from cash from operations and partners'
capital,   decreased   $18  primarily  due  to  a  decrease  in  the  amount  of
distributions made from cash from operations between the two periods.

General and administrative  costs to affiliates  decreased $64, or 22%, from the
nine-month  period ended  September  30, 2000 to the  comparable  period in 2001
primarily due to a decrease in the allocation of overhead costs from TEM, as the
Partnership represented a smaller portion of the total fleet managed by TEM.

Gain/loss  on sale  of  containers  fluctuated  from a gain  of $95  during  the
nine-month  period ended September 30, 2000 to a loss of $124 for the comparable
period in 2001.  The  fluctuation  was primarily due to a decline in the average
sales price of containers,  which resulted in the Partnership selling containers
at a loss during the nine-month period ended September 30, 2001.

Net earnings per limited partnership unit decreased from $0.52 to $0.10 from the
nine-month  period  ended  September  30,  2000  to the  same  period  in  2001,
reflecting  the decrease in net  earnings  allocated  to limited  partners  from
$1,936 to $377, respectively.  The allocation of net earnings for the nine-month
periods ended September 30, 2001 and 2000 included a special allocation of gross
income to the General Partners of $57 and $27, respectively,  in accordance with
the Partnership Agreement.


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

The  Partnership's  income from  operations for the  three-month  periods ending
September 30, 2001 and 2000 was $152 and $642,  respectively on rental income of
$1,485 and $1,882  respectively.  The decrease in rental income of $397, or 21%,
from the three-month period ended September 30, 2000 to the comparable period in
2001 was  attributable to a decrease in container rental income partially offset
by an increase in other rental income.  Income from container  rentals decreased
$541, or 30%,  primarily due to decreases in average on-hire  utilization of 17%
and in the average container fleet of 14%.

For the  three-month  period ended  September 30, 2001,  other rental income was
$239, an increase of $144 from the  equivalent  period in 2000.  The increase in
other rental income was primarily due to increases in location and DPP income of
$86 and $75, respectively,  partially offset by a decrease in handling income of
$16. The increase in location income was due to a decrease in credits granted to
lessees for picking up containers from surplus  locations.  DPP income increased
due to an increase in the average DPP price charged per container, offset by the
decline  in fleet  size  and  also due to  further  declines  in the  number  of
containers carrying DPP. DPP income was higher in 2001 due to a refund of $83 to
one lessee as a result of the lessee canceling their DPP coverage in July, 2000.
Handling  income declined due to the decline in fleet size and a further decline
in  container  movement,  offset by an increase in the  average  handling  price
charged per container.

Direct container  expenses  increased $220, or 113% from the three-month  period
ending  September 30, 2000 to the  equivalent  period in 2001.  The increase was
primarily due to increases in DPP, storage and maintenance expenses of $116, $87
and $35,  respectively,  offset by a decrease  in handling  expense of $12.  DPP
expense was higher in 2001  primarily  due to the  reduction  of $114 in the DPP
reserve in the third  quarter of 2000, as a result of a lessee  canceling  their
DPP coverage as described above.  Storage expense  increased due to the decrease
in  average  utilization  noted  above  and a higher  average  storage  cost per
container.  Maintenance  expense  increased due to the increase in the number of
containers requiring maintenance.  The decline in handling expense was primarily
due to a decline in container movement.

Bad debt expense  increased from $7 for the  three-month  period ended September
30, 2000 to $15 for the  comparable  period in 2001.  The  increase was due to a
higher required adjustment to bad debt reserve at September 30, 2001 compared to
the same period at 2000.

Depreciation  expense  decreased $80, or 12%, from the three-month  period ended
September 30, 2000 to the comparable period in 2001 due to the decrease in fleet
size.

During  the  three-month   periods  ended  September  30,  2001  and  2000,  the
Partnership recorded write-down expenses of $121 and $53,  respectively,  on 305
and  142  containers  identified  as for  sale  and  requiring  a  reserve.  The
Partnership sold 282 of these  previously  written down containers for a loss of
$10  during  the  three-month  period  ended  September  30,  2001  and sold 200
previously  written down  containers  for a loss of $4 during the same period in
2000. The  Partnership  also sold  containers that had not been written down and
recorded  a loss of $1 and a gain of $6 during  the  three-month  periods  ended
September 30, 2001 and 2000, respectively.

Management fees to affiliates decreased $89, or 46%, from the three-month period
ended September 30, 2000 to the comparable  period in 2001. The decrease was due
to decreases in incentive and equipment  management fees.  Incentive  management
fees decreased  primarily due to a decrease in the amount of distributions  made
from cash from  operations  between the two periods.  Equipment  management fees
decreased  due to the  decrease in rental  income and were  approximately  7% of
rental income for both periods.

General and administrative  costs to affiliates  decreased $34, or 34%, from the
three-month  period ended  September 30, 2000 to the  comparable  period in 2001
primarily due to a decrease in the allocation of overhead costs from TEM, as the
Partnership represented a smaller portion of the total fleet managed by TEM.

Gain/loss  on  sale  of  containers  fluctuated  from a gain  of $2  during  the
three-month  period ended September 30, 2000 to a loss of $11 for the comparable
period in 2001.  The  fluctuation  was primarily due to a decline in the average
sales price of containers,  which resulted in the Partnership selling containers
at a loss during the three-month period ended September 30, 2001.

Net earnings per limited  partnership  unit decreased from earnings of $0.18 for
the three-month  period ended September 30, 2000 to $0.04 for the same period in
2001, reflecting the decrease in net earnings allocated to limited partners from
$657 to $131,  respectively.  The allocation of net earnings  included a special
allocation  of gross  income to the  General  Partners  in  accordance  with the
Partnership Agreement.

Risk Factors and Forward Looking Statements

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

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

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


<PAGE>
<TABLE>
<CAPTION>


                                   SIGNATURES


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


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

                             By Textainer Financial Services Corporation
                             The Managing General Partner



                             By _______________________________
                                Ernest J. Furtado
                                Senior Vice President


Date: November 13, 2001


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


Signature                                Title                                          Date

<S>                                       <C>                                             <C>
________________________                 Senior Vice President,                         November 13, 2001
Ernest J. Furtado                        (Principal Financial and
                                         Accounting Officer) and
                                         Secretary




________________________                 President (Principal Executive                 November 13, 2001
John A. Maccarone                        Officer)



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

                                   SIGNATURES


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


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

                             By Textainer Financial Services Corporation
                             The Managing General Partner



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


Date: November 13, 2001

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


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



/s/Ernest J. Furtado
____________________________             Senior Vice President,                         November 13, 2001
Ernest J. Furtado                        (Principal Financial and
                                         Accounting Officer) and
                                         Secretary



/s/John A. Maccarone
____________________________             President (Principal Executive                 November 13, 2001
John A. Maccarone                        Officer)


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