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


November 12, 2003


Securities and Exchange Commission
Washington, DC  20549

Ladies and Gentlemen:

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  we are
submitting  herewith for filing on behalf of Textainer Equipment Income Fund II,
L.P. (the "Partnership") the Partnership's Quarterly Report on Form 10-Q for the
Third Quarter ended September 30, 2003.

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 September 30, 2003


                         Commission file number 0-19145


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


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

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

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


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

                                 Yes [X] No [ ]

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

                                 Yes [ ] No [X]

<PAGE>
<TABLE>
<CAPTION>


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

Quarterly Report on Form 10-Q for the
Quarter Ended September 30, 2003

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



                                                                                                             Page
<S>                                                                                                          <C>
Part I    Financial Information

    Item 1.   Financial Statements (unaudited)

          Balance Sheets - September 30, 2003
          and December 31, 2002.............................................................................    3


          Statements of Operations for the three and nine months
          ended September 30, 2003 and 2002.................................................................    4


          Statements of Partners' Capital for the nine months
          ended September 30, 2003 and 2002.................................................................    5


          Statements of Cash Flows for the nine months
          ended September 30, 2003 and 2002.................................................................    6


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


    Item 2.   Management's Discussion and Analysis of Financial Condition
              and Results of Operations.....................................................................   14


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


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


Part II   Other Information

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

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

Balance Sheets

September 30, 2003 and December 31, 2002
(Amounts in thousands)
(unaudited)
------------------------------------------------------------------------------------------------------------------

                                                                                 2003                   2002
                                                                           ----------------       ----------------
<S>                                                                      <C>                     <C>
Assets
Container rental equipment, net of accumulated
    depreciation of $14,243 (2002: $14,572) (note 4)                       $        14,987        $        17,105
Cash                                                                                   380                    373
Accounts receivable, net of allowance for doubtful
     accounts of $72 (2002: $81)                                                     1,002                  1,198
Due from affiliates, net (note 2)                                                       57                     55
Prepaid expenses                                                                         -                     15
                                                                           ----------------       ----------------

                                                                           $        16,426        $        18,746
                                                                           ================       ================
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                        $            90        $            74
   Accrued liabilities                                                                 148                    193
   Accrued damage protection plan costs                                                160                    126
   Accrued recovery costs                                                               11                      8
   Deferred quarterly distributions                                                     42                     47
   Deferred damage protection plan revenue                                              83                     83
                                                                           ----------------       ----------------

      Total liabilities                                                                534                    531
                                                                           ----------------       ----------------

Partners' capital:
   General partners                                                                      -                      -
   Limited partners                                                                 15,892                 18,215
                                                                           ----------------       ----------------

      Total partners' capital                                                       15,892                 18,215
                                                                           ----------------       ----------------


                                                                           $        16,426        $        18,746
                                                                           ================       ================


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 nine months ended September 30, 2003 and 2002
(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, 2003     Sept. 30, 2002     Sept. 30, 2003     Sept. 30, 2002
                                                     ----------------   ----------------   ----------------   ----------------
<S>                                                 <C>                <C>                <C>                <C>
Rental income                                        $         1,162    $         1,207    $         3,554    $         3,448
                                                     ----------------   ----------------   ----------------   ----------------

Costs and expenses:
   Direct container expenses                                     327                298                841                982
   Bad debt (benefit) expense                                    (10)                 5                 (4)                18
   Depreciation (note 4)                                         470              1,004              1,427              2,000
   Write-down of containers (note 4)                               8                 77                 41                279
   Professional fees                                               7                 11                 19                 35
   Management fees to affiliates (note 2)                        115                107                339                306
   General and administrative costs to
     affiliates (note 2)                                          55                 55                168                182
   Other general and administrative costs                         19                 42                 56                127
   Loss on sale of containers                                     15                 58                 82                 37
                                                     ----------------   ----------------   ----------------   ----------------

                                                               1,006              1,657              2,969              3,966
                                                     ----------------   ----------------   ----------------   ----------------

   Income (loss) from operations                                 156               (450)               585               (518)
                                                     ----------------   ----------------   ----------------   ----------------

Interest income                                                    1                  2                  3                  5
                                                     ----------------   ----------------   ----------------   ----------------

   Net earnings (loss)                               $           157    $          (448)   $           588    $          (513)
                                                     ================   ================   ================   ================

Allocation of net earnings (loss) (note 2):
   General partners                                  $             9    $             8    $            29    $            28
   Limited partners                                              148               (456)               559               (541)
                                                     ----------------   ----------------   ----------------   ----------------

                                                     $           157    $          (448)   $           588    $          (513)
                                                     ================   ================   ================   ================

Limited partners' per unit share
   of net earnings (loss)                            $          0.04    $         (0.13)   $          0.16    $         (0.15)
                                                     ================   ================   ================   ================

Limited partners' per unit share
   of distributions                                  $          0.24    $          0.22    $          0.78    $          0.73
                                                     ================   ================   ================   ================

Weighted average number of limited
   partnership units outstanding                           3,598,318          3,640,833          3,605,084          3,649,886
                                                     ================   ================   ================   ================


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, 2003 and 2002
(Amounts in thousands)
(unaudited)
-------------------------------------------------------------------------------------------------------------

                                                                         Partners' Capital
                                                    ---------------------------------------------------------
                                                       General               Limited                Total
                                                    -------------         -------------         -------------
<S>                                                <C>                   <C>                   <C>
Balances at January 1, 2002                         $          -          $     22,044          $     22,044

Distributions                                                (28)               (2,681)               (2,709)

Redemptions (note 5)                                           -                  (181)                 (181)

Net earnings (loss)                                           28                  (541)                 (513)
                                                    -------------         -------------         -------------

Balances at September 30, 2002                      $          -          $     18,641          $     18,641
                                                    =============         =============         =============

Balances at January 1, 2003                         $          -          $     18,215          $     18,215

Distributions                                                (29)               (2,796)               (2,825)

Redemptions (note 5)                                           -                   (86)                  (86)

Net earnings                                                  29                   559                   588
                                                    -------------         -------------         -------------

Balances at September 30, 2003                      $          -          $     15,892          $     15,892
                                                    =============         =============         =============


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, 2003 and 2002
(Amounts in thousands)
(unaudited)
------------------------------------------------------------------------------------------------------------------

                                                                                         2003              2002
                                                                                     -----------       -----------
<S>                                                                                  <C>               <C>
Cash flows from operating activities:
   Net earnings (loss)                                                               $      588        $     (513)
   Adjustments to reconcile net earnings (loss) to
     net cash provided by operating activities:
        Depreciation (note 4)                                                             1,427             2,000
        Write-down of containers (note 4)                                                    41               279
        Increase in allowance for doubtful accounts                                          (9)               (5)
        Loss on sale of containers                                                           82                37
        (Increase) decrease in assets:
           Accounts receivable                                                              209                93
           Due from affiliates, net                                                         (20)              (38)
           Prepaid expenses                                                                  15                10
         Increase (decrease) in liabilities:
           Accounts payable and accrued liabilities                                         (29)               29
           Accrued damage protection plan costs                                              34                10
           Accrued recovery costs                                                             3               (84)
           Deferred damage protection plan revenue                                            -                11
                                                                                     -----------       -----------


              Net cash provided by operating activities                                   2,341             1,829
                                                                                     -----------       -----------

Cash flows from investing activities:
   Proceeds from sale of containers                                                         583             1,128
                                                                                     -----------       -----------

              Net cash provided by investing activities                                     583             1,128
                                                                                     -----------       -----------

Cash flows from financing activities:
   Redemptions of limited partnership units                                                 (86)             (181)
   Distributions to partners                                                             (2,831)           (2,730)
                                                                                     -----------       -----------

              Net cash used in financing activities                                      (2,917)           (2,911)
                                                                                     -----------       -----------

Net increase in cash                                                                          7                46

Cash at beginning of period                                                                 373               266
                                                                                     -----------       -----------

Cash at end of period                                                                $      380        $      312
                                                                                     ===========       ===========


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 nine months ended September 30, 2003 and 2002
(Amounts in thousands)
(unaudited)
--------------------------------------------------------------------------------

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following  table  summarizes  the amounts of  distributions  to partners and
proceeds  from sale of  containers  which had not been  paid or  received  as of
September  30,  2003 and 2002,  and  December  31, 2002 and 2001,  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, 2003 and 2002.

                                                              Sept. 30         Dec. 31       Sept. 30       Dec. 31
                                                                2003            2002           2002           2001
                                                             ----------      ----------     ----------      --------

<S>                                                            <C>           <C>           <C>             <C>
Distributions to partners included in:
     Due to affiliates..............................            $  3           $  4            $  4          $  2
     Deferred quarterly distributions...............              42             47              38            61

Proceeds from sale of containers included in:
     Due from affiliates............................             125            144             177           244


The following  table  summarizes  the amounts of  distributions  to partners and
proceeds from sale of  containers  recorded by the  Partnership  and the amounts
paid or received  as shown in the  Statements  of Cash Flows for the  nine-month
periods ended September 30, 2003 and 2002.


                                                                                               2003          2002
                                                                                               ----          ----

Distributions to partners declared..............................................             $2,825        $2,709
Distributions to partners paid..................................................              2,831         2,730

Proceeds from sale of containers recorded.......................................                564         1,061
Proceeds from sale of containers received.......................................                583         1,128

The  Partnership  has  entered  into direct  finance  leases,  resulting  in the
transfer of containers from container rental  equipment to accounts  receivable.
The carrying value of containers transferred during the nine-month periods ended
September 30, 2003 and 2002 was $4 and $12, respectively.


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, 2003 and 2002
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
--------------------------------------------------------------------------------

Note 1.   General

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

     In July 2001, the Partnership  began its liquidation  phase. This phase may
     last up to six or more years  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 marine  useful  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 limited and general partners on a monthly basis.

     The accompanying financial statements have been prepared on a going concern
     basis  which  contemplates  the  realization  of  assets  and  payments  of
     liabilities in the ordinary course of business.  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, 2003 and December 31, 2002, and the
     results  of its  operations  for the three  and  nine-month  periods  ended
     September 30, 2003 and 2002 and changes in partners' capital and cash flows
     for the  nine-month  periods ended  September 30, 2003 and 2002,  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  annual audited financial statements as of and for the
     year ended December 31, 2002, in the Annual Report filed on Form 10-K.

     Certain estimates and assumptions were made by the Partnership's management
     that affect the reported  amounts of assets and liabilities and disclosures
     of  contingent  assets  and  liabilities  at  the  date  of  the  financial
     statements  and the  reported  amounts of revenue and  expenses  during the
     reporting period. The Partnership's  management  evaluates its estimates on
     an  on-going  basis,  including  those  related  to  the  container  rental
     equipment, accounts receivable and accruals.

     These  estimates  are based on historical  experience  and on various other
     assumptions that are believed to be reasonable under the circumstances, the
     results of which form the basis for making judgments regarding the carrying
     values of assets and  liabilities.  Actual  results could differ from those
     estimates under different assumptions or conditions.

     The Partnership's  management  believes the following  critical  accounting
     policies  affect its more  significant  judgments and estimates used in the
     preparation of its financial statements.

     The Partnership  maintains  allowances for doubtful  accounts for estimated
     losses  resulting  from  the  inability  of its  lessees  to make  required
     payments.  These allowances are based on management's current assessment of
     the financial  condition of the Partnership's  lessees and their ability to
     make  their  required   payments.   If  the  financial   condition  of  the
     Partnership's  lessees were to  deteriorate,  resulting in an impairment of
     their ability to make payments, additional allowances may be required.

     The Partnership depreciates its container rental equipment based on certain
     estimates related to the container's  useful life and salvage value.  These
     estimates  are based  upon  assumptions  about  future  demand  for  leased
     containers  and the  estimated  sales  price at the end of the  container's
     useful life. The  Partnership  will evaluate the estimated  residual values
     and remaining  estimated  useful lives on an on-going basis and will revise
     its estimates as needed. As a result, depreciation expense may fluctuate in
     future periods based on fluctuations in these estimates.

     Additionally,  the  recoverability of the recorded amounts of containers to
     be held for continued use and identified for sale in the ordinary course of
     business are evaluated to ensure that containers held for continued use are
     not  impaired  and that  containers  identified  for sale are  recorded  at
     amounts  that do not exceed  the  estimated  fair value of the  containers.
     Containers  to be held for continued  use are  considered  impaired and are
     written down to estimated fair value when the estimated future undiscounted
     cash flows are less than the recorded  values.  Containers  identified  for
     sale are  written  down to  estimated  fair value when the  recorded  value
     exceeds the estimated  fair value.  In  determining  the  estimated  future
     undiscounted cash flows and fair value of containers,  assumptions are made
     regarding future demand and market conditions for leased containers and the
     sales prices for used  containers.  If actual  market  conditions  are less
     favorable  than those  projected  or if actual  sales prices are lower than
     those estimated by the Partnership,  additional write-downs may be required
     and/or losses may be realized.

     In June  2002,  the  FASB  issued  SFAS  No.  146 "  Accounting  for  costs
     Associated  With  Exit or  Disposal  Activities."  SFAS No.  146  addresses
     financial  accounting  and  reporting  for  costs  associated  with exit or
     disposal  activities and nullifies  Emerging Issues Task Force (EITF) Issue
     No. 94-3 "Liability  Recognition for Certain Employee  Termination Benefits
     and Other Costs to Exit an Activity  (including Certain Costs Incurred in a
     Restructuring)."  This  Statement  requires  that  a  liability  for a cost
     associated  with  an exit or  disposal  activity  be  recognized  when  the
     liability is incurred.  The Partnership  adopted SFAS No. 146 on January 1,
     2003 and  there  was no  material  impact  on the  Partnership's  financial
     condition, operating results or cash flow.

     Certain  reclassifications,  not affecting net earnings  (loss),  have been
     made to  prior  year  amounts  in order to  conform  to the 2003  financial
     statement presentation.

 Note 2.   Transactions with Affiliates

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

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

     As part of the operation of the  Partnership,  the Partnership is to pay to
     the General Partners an equipment  management fee, an incentive  management
     fee and an equipment  liquidation  fee. These fees are for various services
     provided  in  connection  with the  administration  and  management  of the
     Partnership.  For the three and nine-month periods ended September 30, 2003
     the  Partnership  incurred  $33  and  $90  of  incentive  management  fees,
     respectively,  and $24 and $66, respectively, for the comparable periods in
     2002.  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, 2003 and December 31, 2002.

     Subject to certain reductions,  TEM receives a monthly equipment management
     fee equal to 7% of gross lease revenues  attributable  to operating  leases
     and 2% of gross revenues attributable to full payout net leases. These fees
     totaled $82 and $249 for the three and nine-month  periods ended  September
     30, 2003, respectively,  and $83 and $240, respectively, for the comparable
     periods in 2002.

     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, 2003 and 2002 were as follows:


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

                                       2003       2002     2003       2002
                                       ----       ----     ----       ----

        Salaries                        $28        $37     $ 91       $118
        Other                            27         18       77         64
                                         --         --      ---        ---
         Total general and
             administrative costs       $55        $55     $168       $182
                                         ==         ==      ===        ===
<PAGE>

     TEM allocates these general and administrative  costs based on the ratio of
     the Partnership's interest in the managed containers to the total container
     fleet managed by TEM during the period.  TFS allocates these costs based on
     the ratio of the  Partnership's  investors to the total number of investors
     of all limited partnerships managed by TFS or equally among all the limited
     partnerships  managed by TFS. The General Partners  allocated the following
     general and  administrative  costs to the Partnership  during the three and
     nine-month periods ended September 30, 2003 and 2002:


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

                                       2003       2002      2003       2002
                                       ----       ----      ----       ----

            TEM                         $47        $48      $145       $156
            TFS                           8          7        23         26
                                         --         --       ---        ---
              Total general and
               administrative costs     $55        $55      $168       $182
                                         ==         ==       ===        ===


     At September 30, 2003 and December 31, 2002,  due from  affiliates,  net is
     comprised of:

                                                            2003      2002
                                                            ----      ----
             Due from affiliates:
                      Due from TEM.....................      $94       $92
                                                              --        --

             Due to affiliates:
                      Due to TL........................        -         1
                      Due to TFS.......................       31        26
                      Due to TCC.......................        6        10
                                                              --        --
                                                              37        37
                                                              --        --

                Due from affiliates, net                     $57       $55
                                                              ==        ==

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

Note 3.  Lease Rental Income

     Leasing income arises principally from the renting of containers to various
     international  shipping lines. Revenue is recorded when earned according to
     the terms of the container rental contracts.  These contracts are typically
     for  terms of five  years or less.  The  following  is the lease mix of the
     on-lease containers (in units) at September 30, 2003 and 2002:

                                                   2003           2002
                                                   ----           ----

            On-lease under master leases          4,036          4,867
            On-lease under long-term leases       3,405          3,152
                                                  -----          -----

               Total on-lease containers          7,441          8,019
                                                  =====          =====

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

     The remaining containers are off-lease and are located primarily at a large
     number of storage depots. At September 30, 2003 and 2002, the Partnership's
     off-lease containers were in the following locations:

<PAGE>

                                                   2003         2002
                                                   ----         ----

          Americas                                  604          971
          Europe                                    150          303
          Asia                                      515          392
          Other                                      21           42
                                                  -----        -----

             Total off-lease containers           1,290        1,708
                                                  =====        =====

     At  September  30, 2003  approximately  6% of the  Partnership's  off-lease
     containers had been specifically identified as for sale.

Note 4.  Container Rental Equipment

     Effective July 1, 2002, the Partnership  revised its estimate for container
     salvage  value from a percentage of equipment  cost to an estimated  dollar
     residual value. The effect of this change for both the three and nine-month
     periods ended  September 30, 2002 was an increase to  depreciation  expense
     $564.  The  Partnership  will  evaluate the estimated  residual  values and
     remaining  estimated  useful lives on an on-going basis and will revise its
     estimates as needed.  As a result,  depreciation  expense may  fluctuate in
     future periods based on fluctuations in these estimates.

     The  Partnership  stopped  purchasing  containers in 2001,  but its leasing
     activities  are  affected by  fluctuations  in new  container  prices.  New
     container  prices  steadily  declined  from  1995  through  1999,  and have
     remained  low  through  2003.  As a  result,  the  cost  of new  containers
     purchased  in recent years is  significantly  less than the average cost of
     containers  purchased  in  prior  years.  The  Partnership   evaluated  the
     recoverability  of the  recorded  amount of container  rental  equipment at
     September  30, 2003  and  2002 for  containers to be held for continued use
     and determined  that a reduction to the carrying value of these  containers
     was not required.  The Partnership also evaluated the recoverability of the
     recorded amount of containers identified for sale in the ordinary course of
     business and  determined  that a reduction to the carrying value of some of
     these  containers  was required.  The  Partnership  wrote down the value of
     these containers to their estimated net realizable  value,  which was based
     on recent sales  prices less cost to sell.  During the  nine-month  periods
     ended  September 30, 2003 and 2002,  the  Partnership  recorded  write-down
     expenses  of  $41  and  $279,  respectively,  on  112  and  545  containers
     identified  as for sale and  requiring  a reserve.  During the  three-month
     periods  ended  September  30,  2003 and  2002,  the  Partnership  recorded
     write-down expenses of $8 and $77,  respectively,  on 31 and 111 containers
     identified  as for sale and  requiring  a reserve.  During  the  nine-month
     periods  ended   September  30,  2003  and  2002,  the   Partnership   also
     reclassified  7 and 56 containers  from  containers  identified for sale to
     containers  held for  continued  use due to the  improvement  in demand for
     leased  containers in Asia.  At September  30, 2003 and 2002,  the net book
     value of the 77 and 251 containers identified as for sale was $60 and $195,
     respectively.

     During the nine-month period ended September 30, 2003, the Partnership sold
     123  previously  written  down  containers  for a loss of $11 and  sold 630
     previously written down containers for a loss of $56 during the same period
     in 2002.  During  the  three-month  period  ended  September  30,  2003 the
     Partnership sold 26 previously written down containers for a loss of $1 and
     sold 173  previously  written down  containers for a loss of $31 during the
     same period in 2002. 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.

     The  Partnership  also sold  containers  that had not been written down and
     recorded  a loss of $71 and a gain of $19  during  the  nine-month  periods
     ended  September 30, 2003 and 2002,  respectively.  During the  three-month
     periods ended September 30, 2003 and 2002, the Partnership  recorded losses
     of $14 and $27,  respectively,  on the sale of containers that had not been
     written down.

     As more containers are subsequently  identified as 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  will continue to evaluate the  recoverability  of the recorded
     amounts of 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, 2003 and 2002:

                                                               Units             Average
                                                              Redeemed       Redemption Price        Amount Paid
                                                              --------       ----------------        -----------

<S>                                                          <C>                  <C>                 <C>

        Total Partnership redemptions as of
          December 31, 2001....................                71,715               $8.66                $621
        Nine-month period ended
          September 30, 2002...................                37,451               $4.83                 181
                                                              -------                                     ---
        Total Partnership redemptions as of
          September 30, 2002...................               109,166               $7.35                $802
                                                              =======                                     ===

        Total Partnership redemptions as of
          December 31, 2002....................               129,570               $6.82                $883
        Nine-month period ended
          September 30, 2003...................                22,112               $3.89                  86
                                                              -------                                     ---
        Total Partnership redemptions as of
          September 30, 2003...................               151,682               $6.39                $969
                                                              =======                                     ===

     The redemption price is fixed by formula in accordance with the Partnership
     Agreement.
</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  for the three and  nine-month  periods
ended September 30, 2003 and 2002. Please refer to the Financial  Statements and
Notes thereto in connection with the following discussion.

Textainer  Financial Services  Corporation (TFS) is the Managing General Partner
of the  Partnership  and  is a  wholly-owned  subsidiary  of  Textainer  Capital
Corporation (TCC).  Textainer  Equipment  Management Limited (TEM) and Textainer
Limited (TL) are  Associate  General  Partners of the  Partnership.  The General
Partners manage and control the affairs of the Partnership.

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 up
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.  To date, the Partnership has sold containers only gradually,  rather
than in large  transactions.  The Partnership  anticipates that all excess cash,
after  redemptions  and working  capital  reserves,  will be  distributed to the
general  and limited  partners  on a monthly  basis.  These  distributions  will
consist  of cash  from  operations  and/or  cash  from  sales  proceeds.  As the
Partnership's  container  fleet  decreases,  cash from operations is expected to
decrease,  while cash from sales proceeds is expected to fluctuate  based on the
number of  containers  sold and the actual sales price per  container  received.
Consequently,  the  Partnership  anticipates  that a large portion of all future
distributions will be a return of capital.

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 Partnership invests working capital,  cash flow from operating and investing
activities  prior to its  distribution  to the  partners in  short-term,  liquid
investments.   Rental  income  and  proceeds  from   container   sales  are  the
Partnership's principal sources of liquidity and provide the source of funds for
distributions.  Rental income and container sales prices are affected by current
market conditions for leased  containers and used containers.  Market conditions
are discussed more fully in "Results of Operations." 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, 2003, the Partnership  declared
cash  distributions to limited  partners  pertaining to the period from December
2002 through August 2003 in the amount of $2,796,  which  represented  $0.78 per
unit.  On a cash basis,  as reflected  on the  Statements  of Cash Flows,  after
paying   redemptions  and  general  partner   distributions,   $2,226  of  total
distributions was from operations,  and the balance was a return of capital.  On
an accrual  basis,  as reflected on the Statements of Partners'  Capital,  after
paying redemptions,  $473 of these distributions were from current year earnings
and $2,323 was a return of capital.

From time to time,  the  Partnership  redeems units from limited  partners for a
specified  redemption  value,  which  is  set  by  formula.  Up  to  2%  of  the
Partnership's outstanding units may be redeemed each year, although the 2% limit
may be exceeded at the Managing General  Partner's  discretion.  All redemptions
are subject to the Managing  General  Partner's  good faith  determination  that
payment for the redeemed units will not (i) cause the Partnership to be taxed as
a  corporation,  (ii) impair the capital or  operations of the  Partnership,  or
(iii) impair the ability of the Partnership to pay  distributions  in accordance
with its distribution  policy.  During the nine-month period ended September 30,
2003, the  Partnership  redeemed  22,112 units for a total dollar amount of $86.
The Partnership used cash flow from operating activities to pay for the redeemed
units.

Net cash  provided by operating  activities  for the  nine-month  periods  ended
September 30, 2003 and 2002, was $2,341 and $1,829,  respectively.  The increase
of $512, or 28%, was primarily due to the  fluctuations in net earnings  (loss),
adjusted for non-cash  transactions,  accounts  receivable and accrued  recovery
costs.  Net earnings  (loss),  adjusted for  non-cash  transactions,  fluctuated
primarily  due to the  decrease in direct  container  expenses  and  increase in
rental income.  These items are discussed more fully in "Results of Operations."
The decrease in gross accounts  receivable of $209 during the nine-month  period
ended  September  30,  2003 was  primarily  due to the  decrease  in the average
collection  period of  accounts  receivable,  offset by the  increase  in rental
income.  The decrease in gross accounts  receivable of $93 during the comparable
period in 2002 was primarily due to the decrease in rental income, offset by the
increase in the average collection period of accounts  receivable.  The decrease
in accrued  recovery costs of $84 during the nine-month  period ended  September
30, 2002 was primarily  due to an  adjustment  made to eliminate the reserve for
certain containers that were determined to be unrecoverable.

For the nine-month  periods ended  September 30, 2003 and 2002 net cash provided
by  investing   activities  (the  sale  of  containers)  was  $583  and  $1,128,
respectively.  The  decrease of $545 was  primarily  due to the  decrease in the
number of  containers  sold.  Some  containers  sold were  located in low demand
locations, and these sales were driven by the liquidation plans discussed above,
and by adverse market conditions in these locations. Until demand for containers
improves  in certain low demand  locations,  the  Partnership  plans to continue
selling some of its containers that are off-lease in these locations rather than
incurring  the expense of  repositioning  them.  The sale of  containers  in low
demand locations,  the decline in value for used containers in recent years, and
the  related  market  conditions  are  discussed  more fully  under  "Results of
Operations."

Due, in part,  to these  market  conditions  and their effect on demand for used
containers,  the Partnership has been primarily  selling  containers only if the
containers  are at the end of their useful lives or if they are located in these
low  demand  locations.  Therefore,  and as noted  above,  the  Partnership  has
implemented its liquidation phase to date by selling containers  gradually.  The
Partnership will continue to evaluate its options for selling  containers in the
context of both these market conditions and the Partnership's liquidation plans.
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  less  costs  and  expenses  (including  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, 2003 and 2002, 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:

                                                         2003        2002
                                                         ----        ----
          Beginning container fleet...............      9,425      10,990
          Ending container fleet..................      8,731       9,727
          Average container fleet.................      9,078      10,359

The average  container  fleet  decreased  12% from the  nine-month  period ended
September 30, 2002 to the comparable period in 2003, primarily due to continuing
sales of  containers  (i) that had reached the end of their useful lives or (ii)
that an analysis had indicated 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
continues  its  liquidation  plans.  The  Partnership  expects  rental income to
decline as the container  fleet  declines.  While the decline in container fleet
resulted  in lower  rental  income,  this  decrease  was more than offset by the
improvement in utilization,  resulting in the increase in rental income from the
nine-month  period  ended  September  30,  2002 to the same  period in 2003.  An
overall decline in rental income is expected to continue in future years, as the
size of the Partnership's container fleet continues to decrease.

Rental  income and direct  container  expenses are also  affected by the average
utilization of the container fleet, which was 84%, and 69% during the nine-month
periods ended September 30, 2003 and 2002, respectively. The remaining container
fleet is off-lease  and is being  stored  primarily at a large number of storage
depots.  At  September  30,  2003  and  2002,   utilization  was  85%  and  82%,
respectively, and the Partnership's off-lease containers (in units) were located
in the following locations:

                                                    2003        2002
                                                    ----        ----

          Americas                                   604         971
          Europe                                     150         303
          Asia                                       515         392
          Other                                       21          42
                                                   -----       -----

             Total off-lease containers            1,290       1,708
                                                   =====       =====

At  September  30,  2003,   approximately  6%  of  the  Partnership's  off-lease
containers had been specifically identified as for sale.

In addition to utilization, rental income is affected by daily rental rates. The
average daily rental rate for the Partnership's  containers decreased 6% between
the periods.  Average rental rates declined primarily due to the decline in long
term lease  rates.  The  decline in average  rental  rates under  master  leases
between the periods was minor. The majority of the  Partnership's  rental income
was  generated  from  leasing  of  the  Partnership's  containers  under  master
operating leases, but an increasing  percentage of the Partnership's  containers
have been on lease under long term leases.  At September 30, 2003 and 2002,  46%
and 39%,  respectively,  of the Partnership's  on-lease containers were on lease
under long-term leases.  Long term leases generally have lower rental rates than
master leases  because the lessees have  contracted to lease the  containers for
several years and cannot return the  containers  prior to the  termination  date
without a penalty.  Fluctuations  in rental  rates  under  either  type of lease
generally will affect the Partnership's operating results.

The  following is a comparative  analysis of the results of  operations  for the
nine-month periods ended September 30, 2003 and 2002.

The Partnership's income (loss) from operations for the nine-month periods ended
September 30, 2003 and 2002 was $585 and ($518), respectively,  on rental income
of $3,554 and $3,448,  respectively.  The increase in rental  income of $106, or
3%, from the nine-month period ended September 30, 2002 to the comparable period
in 2003 was  attributable  to the  increase  in income from  container  rentals,
offset by the decrease in other rental income,  which is discussed below. Income
from container rentals, the major component of total revenue, increased $147, or
5%,  primarily  due to the  increase in on-hire  utilization  of 22%,  offset by
decreases in the average  container  fleet of 12% and average rental rates of 6%
between the periods.

Beginning  in March 2002,  utilization  began to improve and  improved  steadily
through the end of 2002.  Utilization  declined slightly in the first quarter of
2003, which is traditionally a slow period for container demand, improved during
the second quarter and was stable in the third quarter of 2003.  Utilization has
remained  relatively strong due to a large volume of export cargo out of Asia, a
larger percentage of containers under long term lease and efforts by the General
Partners to reduce the  quantities of containers  that can be redelivered in low
demand  locations.  However,  rental rates continued to slowly decline primarily
due to low new  container  prices,  low interest  rates and low rates offered by
competitors.  The  General  Partners  are  cautiously  optimistic  that  current
utilization  levels can be maintained  during the next several months.  However,
the General Partners caution that market  conditions could deteriorate again due
to global economic and political conditions.  Demand for leased containers could
therefore  weaken  again and result in a decrease  in  utilization  and  further
declines in lease rates and  container  sale  prices,  adversely  affecting  the
Partnership's operating results.

Although demand for leased containers has improved,  the trade imbalance between
Asia  and  the  Americas  continues.  As  a  result,  a  large  portion  of  the
Partnership's  off-lease  containers are located in low demand  locations in the
Americas  as  detailed  in the  above  chart.  For  these  and  other  off-lease
containers,  the Partnership  determines whether these containers should be sold
or held for  continued  use.  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 are older  containers.  The
expected  economic  benefit  of  continuing  to own these  older  containers  is
significantly  less than that of newer containers.  This is 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 is made to sell  containers,  the Partnership  writes down the
value of these  specifically  identified  containers  when the carrying value is
greater than the container's  estimated net realizable value,  which is based on
recent sales prices less cost of sales.  Container  sales prices  appear to have
stabilized  as the average sales price for  containers  sold by TEM on behalf of
the  Partnership  as well as  other  container  owners  was  comparable  for the
nine-month  periods ended  September 30, 2003 and 2002.  Fluctuations in average
sales prices between the periods are primarily due to the type of container sold
as well as the location of the container.

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,
2003, other rental income was $382 a decrease of $41 from the equivalent  period
in 2002. Other rental income decreased  primarily due to the decline in handling
and location income of $51 and $26, respectively,  offset by the increase in DPP
income of $36.  Handling  income  decreased  primarily  due to the  decrease  in
container  movement.  Location income  decreased  primarily due to a decrease in
charges to lessees for dropping off containers in certain locations.  DPP income
increased primarily due to an increase in the number of containers covered under
DPP.

Direct  container  expenses  decreased $141, or 14%, from the nine-month  period
ended  September  30, 2002 to the  equivalent  period in 2003.  The decrease was
primarily due to the decrease in storage expense of $314,  offset by an increase
in repositioning expense of $196. Storage expense decreased primarily due to the
increase in utilization noted above and the decrease in the average storage cost
per container. Repositioning expense increased due to increases in the number of
containers  repositioned  and  in the  average  repositioning  costs  due to (i)
expensive  repositioning  moves related to one lessee who required containers to
be delivered to certain locations and (ii) longer average repositioning moves.

Bad debt  (benefit)  expense was $(4) and $18 for the  nine-month  periods ended
September 30, 2003 and 2002,  respectively.  Fluctuations  in bad debt (benefit)
expense  reflect the adjustment to the bad debt reserve,  after  deductions have
been taken  against the  reserve,  and are based on  management's  then  current
estimates of the portion of accounts  receivable that may not be collected,  and
which will not be covered by insurance.  These  estimates are based primarily on
management's  current assessment of the financial condition of the Partnership's
lessees and their ability to make their required payments.  The benefit recorded
during the nine-month  period ended  September 30, 2003 reflects a lower reserve
estimate, after deductions had been taken against the reserve, from December 31,
2002 and the expense  recorded  during the same period in 2002 reflects a higher
estimate, after deductions had been taken against the reserve, from December 31,
2001.

Depreciation  expense  decreased $573, or 29%, from the nine-month  period ended
September 30, 2002 to the comparable  period in 2003. The decrease was primarily
due to an additional depreciation expense of $496 booked in the third quarter of
2002 to write down fully  depreciated  containers to the new  estimated  salvage
values as discussed below and the decrease in average fleet size noted above.

Effective  July 1, 2002,  the  Partnership  revised its estimate  for  container
salvage  value  from a  percentage  of  equipment  cost to an  estimated  dollar
residual value. The Partnership will evaluate the estimated  residual values and
remaining  estimated  useful  lives on an  on-going  basis and will  revise  its
estimates as needed. As a result,  depreciation  expense may fluctuate in future
periods based on fluctuations in these estimates.

The  Partnership  stopped  purchasing   containers  in  2001,  but  its  leasing
activities are affected by fluctuations in new container  prices.  New container
prices  steadily  declined from 1995 through 1999, and have remained low through
2003.  As a result,  the cost of new  containers  purchased  in recent  years is
significantly less than the average cost of containers purchased in prior years.
The Partnership evaluated the recoverability of the recorded amount of container
rental  equipment at September  30, 2003 and 2002 for  containers to be held for
continued  use and  determined  that a reduction to the carrying  value of these
containers was not required.  The Partnership also evaluated the  recoverability
of the recorded amount of containers  identified for sale in the ordinary course
of business and  determined  that a reduction  to the carrying  value of some of
these  containers was required.  The  Partnership  wrote down the value of these
containers to their  estimated net realizable  value,  which was based on recent
sales prices less cost to sell.  During the nine-month  periods ended  September
30, 2003 and 2002, the Partnership recorded write-down expenses of $41 and $279,
respectively,  on 112 and 545 containers  identified as for sale and requiring a
reserve.  During the  nine-month  period ended  September 30, 2003 and 2002, the
Partnership also reclassified 7 and 56 containers from containers identified for
sale to containers  held for continued use due to the  improvement in demand for
leased containers in Asia. At September 30, 2003 and 2002, the net book value of
the 77 and 251 containers identified as for sale was $60 and $195, respectively.

The  Partnership  sold 123 previously  written down containers for a loss of $11
during the  nine-month  period ended  September 30, 2003 and sold 630 previously
written down  containers  for a loss of $56 during the same period in 2002.  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.

The Partnership also sold containers that had not been written down and recorded
a loss of $71 and a gain of $19 during the  nine-month  periods ended  September
30, 2003 and 2002, respectively.

As more containers are subsequently identified as 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 will continue
to evaluate  the  recoverability  of the recorded  amounts of  container  rental
equipment.

Management fees to affiliates  increased $33, or 11%, from the nine-month period
ended September 30, 2002 to the equivalent  period in 2003. The increase was due
to  increases  in  both  incentive  and  equipment  management  fees.  Incentive
management  fees,  which  are based on the  Partnership's  limited  and  general
partner  distributions  made from cash from  operations  and  partners'  capital
increased primarily due to the increase in the amount of distributions paid from
cash from operations between the two periods.  Equipment  management fees, which
are based  primarily on gross revenue,  increased as a result of the increase in
rental income and were  approximately  7% of rental  income for both  nine-month
periods ended September 30, 2003 and 2002.

General and  administrative  costs to affiliates  decreased $14, or 8%, from the
nine-month period ended September 30, 2002 to the same period in 2003, primarily
due to the  decrease  in overhead  costs  allocated  by TEM, as the  Partnership
represented a smaller portion of the total fleet managed by TEM.

The  Partnership  Agreement  provides  for the  ongoing  payment to the  General
Partners of the management fees and the reimbursement of the expenses  discussed
above.  Since these fees and expenses are  established  by the  Agreement,  they
cannot be considered the result of arms' length negotiations with third parties.
The Partnership Agreement was formulated at the Partnership's  inception and was
part of the terms  upon which the  Partnership  solicited  investments  from its
limited partners. The business purpose of paying the General Partners these fees
is to  compensate  the  General  Partners  for the  services  they render to the
Partnership.  Reimbursement  for  expenses  is made to offset  some of the costs
incurred by the General  Partners in managing the  Partnership and its container
fleet.  More details about these fees and expenses are included in footnote 2 to
the Financial Statements.

Other general and administrative  costs decreased $71 from the nine-month period
ended  September 30, 2002 to the same period in 2003. The decrease was primarily
due to decreases in other service fees between the periods.

Loss on sale of containers,  net fluctuated  from $37 for the nine-month  period
ended September 30, 2002 to $82 for the comparable period in 2003.  Although the
Partnership sold fewer containers  during the nine-month  period ended September
30, 2003, the average loss incurred on these sales  increased,  resulting in the
increase in loss on container sales between the periods

Net earnings/(loss) per limited partnership unit fluctuated from a loss of $0.15
during the  nine-month  period  ended  September  30,  2002 to earnings of $0.16
during  the  comparable  period  in  2003,  reflecting  the  fluctuation  in net
earnings/(loss) allocated to limited partners from a loss of $541 to earnings of
$559,  respectively.  The allocation of net  earnings/(loss)  for the nine-month
periods ended September 30, 2003 and 2002 included a special allocation of gross
income to General Partners of $23 and $33, 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, 2003 and 2002.

The  Partnership's  income (loss) from  operations for the  three-month  periods
ending September 30, 2003 and 2002 was $156 and ($450), respectively,  on rental
income of $1,162 and $1,207, respectively. The decrease in rental income of $45,
or 4%, from the  three-month  period ended  September 30, 2002 to the comparable
period in 2003 was attributable to the decrease in income from container rentals
and other rental  income.  Income from container  rentals  decreased $22, or 2%,
primarily  due to  decreases in the average  container  fleet of 11% and average
rental  rates of 4% between the  periods,  partially  offset by the  increase in
on-hire utilization of 12%.

For the  three-month  period ended  September 30, 2003,  other rental income was
$127, a decrease of $23 from the equivalent  period in 2002. Other rental income
decreased  primarily due to the declines in handling and location  income of $29
and $15,  respectively,  offset by the  increase in DPP income of $21.  Handling
income decreased primarily due to the decrease in container  movement.  Location
income decreased  primarily due to a decrease in charges to lessees for dropping
off  containers  in certain  locations  and an  increase  in credits  granted to
lessees for picking up containers from certain  locations.  DPP income increased
primarily due to an increase in the number of containers covered under DPP.

Direct  container  expenses  increased $29, or 10%, from the three-month  period
ended  September  30, 2002 to the  equivalent  period in 2003.  The increase was
primarily  due to an  increase  in  repositioning  expense  of $106,  offset  by
decreases  in  storage  and  handling  expenses  of $60 and  $20,  respectively.
Repositioning  expense  increased  due to increases in the number of  containers
repositioned  and in the  average  repositioning  costs  due to  longer  average
repositioning  moves. Storage expense decreased primarily due to the increase in
utilization noted above and decrease in average storage cost per container.  The
decline in  handling  expense  was  primarily  due to the  decline in  container
movement.

Bad debt (benefit)  expense  increased from $5 for the three-month  period ended
September  30,  2002 to ($10) for the  comparable  period in 2003.  The  benefit
recorded during the three-month period ended September 30, 2003 reflects a lower
reserve estimate, after deductions had been taken against the reserve, from June
30, 2003 and the  expense  recorded  during the same  period in 2002  reflects a
higher reserve  estimate,  after  deductions had been taken against the reserve,
from June 30, 2002.

Depreciation  expense decreased $534, or 53%, from the three-month  period ended
September 30, 2002 to the comparable  period in 2003. The decrease was primarily
due to an additional depreciation expense of $496 booked in the third quarter of
2002 to write down fully  depreciated  containers to the new  estimated  salvage
values and the decrease in average fleet size noted above.

During  the  three-month   periods  ended  September  30,  2003  and  2002,  the
Partnership recorded write-down expenses of $8 and $77, respectively,  on 31 and
111 containers  identified as for sale and requiring a reserve.  The Partnership
sold 26 of these previously  written down containers for a loss of $1 during the
three-month period ended September 30, 2003 and sold 173 previously written down
containers  for a loss of $31 during the same  period in 2002.  The  Partnership
also sold  containers  that had not been written down and recorded losses of $14
and $27  during the  three-month  periods  ended  September  30,  2003 and 2002,
respectively.

Management fees to affiliates  increased $8, or 7%, from the three-month  period
ended  September  30, 2002 to the  comparable  period in 2003.  The increase was
primarily due to the increase in incentive management fees. Incentive management
fees increased primarily due to the increase in the amount of distributions paid
from cash from  operations  between the two periods.  Equipment  management fees
were comparable and were  approximately 7% of rental income for both three-month
periods ended September 30, 2003 and 2002.

General and  administrative  costs to affiliates were comparable at $55 for both
the three-month periods ended September 30, 2003 and 2002.

Other general and administrative costs decreased $23 from the three-month period
ended  September 30, 2002 to the same period in 2003. The decrease was primarily
due to decreases in other service fees between the periods.

Loss on sale of containers,  net fluctuated from $58 for the three-month  period
ended September 30, 2002 to $15 for the comparable  period in 2003. The decrease
was  primarily  due to the  Partnership  incurring  a  lower  average  loss  per
container sale and selling fewer containers.

Net (loss) earnings per limited partnership unit fluctuated from a loss of $0.13
during the three-month  period ended September 30, 2002 to earnings of $0.04 for
the comparable period in 2003, reflecting the fluctuation in net (loss) earnings
allocated  to  limited  partners  from a loss  of  $456  to  earnings  of  $148,
respectively.  The allocation of net earnings (loss) for the three-month periods
ended September 30, 2003 and 2002 included a special  allocation of gross income
to the General Partners in accordance with the Partnership Agreement.

Critical Accounting Policies and Estimates

The Partnership's discussion and analysis of its financial condition and results
of operations are based upon the Partnership's financial statements,  which have
been prepared on a going concern basis, in accordance with accounting principles
generally  accepted  in the United  States of  America.  Certain  estimates  and
assumptions were made by the  Partnership's  management that affect the reported
amounts of assets and  liabilities  and  disclosures  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenue and expenses during the reporting period.  The Partnership's  management
evaluates its  estimates on an on-going  basis,  including  those related to the
container rental equipment, accounts receivable and accruals.

These  estimates  are  based  on  historical  experience  and on  various  other
assumptions  that are believed to be  reasonable  under the  circumstances,  the
results of which  form the basis for making  judgments  regarding  the  carrying
values of assets  and  liabilities.  Actual  results  could  differ  from  those
estimates under different assumptions or conditions.  The accompanying financial
statements  have been prepared on a going concern basis which  contemplates  the
realization  of assets and payments of  liabilities  in the  ordinary  course of
business.

The Partnership's management believes the following critical accounting policies
affect its more  significant  judgments and estimates used in the preparation of
its financial statements.

The Partnership  maintains allowances for doubtful accounts for estimated losses
resulting  from the  inability of its lessees to make required  payments.  These
allowances  are  based  on  management's  current  assessment  of the  financial
condition of the Partnership's  lessees and their ability to make their required
payments.  If the  financial  condition  of the  Partnership's  lessees  were to
deteriorate,  resulting  in an  impairment  of their  ability to make  payments,
additional  allowances  may  be  required,  which  would  adversely  affect  the
Partnership's operating results.

The  Partnership  depreciates  its container  rental  equipment based on certain
estimates  related to the  container's  useful  life and  salvage  value.  These
estimates are based upon assumptions  about future demand for leased  containers
and the  estimated  sales  price  at the  end of the  container's  useful  life.
Effective  July 1, 2002,  the  Partnership  revised its estimate  for  container
salvage  value  from a  percentage  of  equipment  cost to an  estimated  dollar
residual value. The Partnership will evaluate the estimated  residual values and
remaining  estimated  useful  lives on an  on-going  basis and will  revise  its
estimates as needed. As a result,  depreciation  expense may fluctuate in future
periods based on fluctuations  in these  estimates.  If the estimates  regarding
residual  value and  remaining  useful life of the  containers  were to decline,
depreciation  expense would  increase,  adversely  affecting  the  Partnership's
operating results.

Additionally,  the  recoverability  of the recorded  amounts of containers to be
held for  continued  use and  identified  for  sale in the  ordinary  course  of
business are evaluated to ensure that  containers held for continued use are not
impaired and that containers identified for sale are recorded at amounts that do
not exceed the estimated fair value of the containers. Containers to be held for
continued  use are  considered  impaired and are written down to estimated  fair
value  when the  estimated  future  undiscounted  cash  flows  are less than the
recorded  values.  Containers  identified for sale are written down to estimated
fair  value when the  recorded  value  exceeds  the  estimated  fair  value.  In
determining  the  estimated  future  undiscounted  cash  flows and fair value of
containers,  assumptions are made regarding future demand and market  conditions
for leased containers and the sales prices for used containers. If actual market
conditions are less favorable than those projected or if actual sales prices are
lower than those  estimated by the  Partnership,  additional  write-downs may be
required  and/or losses may be realized.  Any  additional  write-downs or losses
would adversely affect the Partnership's operating results.

Risk Factors and Forward Looking Statements

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

Other risks of the Partnership's  leasing  operations include  competition,  the
cost of  repositioning  containers  after  they come  off-lease,  the risk of an
uninsured loss, including bad debts,  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. See "Critical
Accounting  Policies and Estimates"  above for information on the  Partnership's
critical  accounting policies and how changes in those estimates could adversely
affect the Partnership's results of operations.

The foregoing includes forward-looking statements and predictions about possible
or  future  events,  results  of  operations  and  financial  condition.   These
statements  and  predictions  may  prove  to  be  inaccurate,   because  of  the
assumptions  made by the  Partnership  or the  General  Partners  or the  actual
development  of  future  events.  No  assurance  can be given  that any of these
forward-looking statements or predictions will ultimately prove to be correct or
even substantially correct. The risks and uncertainties in these forward-looking
statements  include,  but are not  limited  to,  changes  in demand  for  leased
containers,  changes in global  business  conditions  and their  effect on world
trade,  future  modifications  in the way in  which  the  Partnership's  lessees
conduct their business or of the  profitability of their business,  increases or
decreases in new  container  prices or the  availability  of financing for them,
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.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

Inapplicable.

Item 4.  Controls and Procedures.

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

<PAGE>
<TABLE>
<CAPTION>

Part II

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

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

          Exhibits 32.1 and 32.2  Certifications  pursuant to 18 U.S.C.  Section
          1350, as adopted,  and regarding Section 906 of the Sarbanes-Oxley Act
          of 2002.

    (b)   Not applicable.




                                   SIGNATURES


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


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

                             By Textainer Financial Services Corporation
                             The Managing General Partner



                             By _______________________________
                                Ernest J. Furtado
                                Chief Financial Officer


Date:  November 12, 2003

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


Signature                                Title                                          Date

<S>                                     <C>                                            <C>


________________________                 Chief Financial Officer, Senior                November 12, 2003
Ernest J. Furtado                        Vice President and Secretary





________________________                 President                                      November 12, 2003
John A. Maccarone

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

Part II

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

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

          Exhibits 32.1 and 32.2  Certifications  pursuant to 18 U.S.C.  Section
          1350, as adopted,  and regarding Section 906 of the Sarbanes-Oxley Act
          of 2002.

    (b)   Not applicable.



                                   SIGNATURES


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


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

                           By Textainer Financial Services Corporation
                           The Managing General Partner



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


Date:  November 12, 2003


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

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



/s/Ernest J. Furtado
________________________________            Chief Financial Officer, Senior                   November 12, 2003
Ernest J. Furtado                           Vice President and Secretary





/s/John A. Maccarone
________________________________            President                                         November 12, 2003
John A. Maccarone
</TABLE>


<PAGE>



                                  EXHIBIT 31.1


CERTIFICATIONS

I, John A. Maccarone, certify that:

1.   I have reviewed this quarterly  report on form 10-Q of Textainer  Equipment
     Income Fund II, L.P.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  for the registrant and we
     have:

     a.)  designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

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

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

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent function):

     a.)  all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

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

November 12, 2003

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


<PAGE>


                                  EXHIBIT 31.2


CERTIFICATIONS

I, Ernest J. Furtado, certify that:

1.   I have reviewed this quarterly  report on form 10-Q of Textainer  Equipment
     Income Fund II, L.P.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  for the registrant and we
     have:

     a.)  designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

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

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

5.        The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting,  to the  registrant's  auditors and the audit  committee of
          registrant's  board of directors (or persons performing the equivalent
          function):

     a.)  all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

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

November 12, 2003

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



<PAGE>


                                  EXHIBIT 32.1



                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                        AS ADOPTED, REGARDING SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly  Report of Textainer  Equipment Income Fund II,
L.P., (the  "Registrant")  on Form 10-Q for the quarterly period ended September
30,  2003,  as filed on  November  12,  2003 with the  Securities  and  Exchange
Commission (the "Report"),  I, John A. Maccarone,  the President and Director of
Textainer Financial Services Corporation ("TFS") and Principal Executive Officer
of TFS, the Managing General Partner of the Registrant,  certify, pursuant to 18
U.S.C. ss. 1350, as adopted,  regarding Section 906 of the Sarbanes-Oxley Act of
2002, that:

(i)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and


(ii) The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition,  results of operations and cash flows of
     the Registrant.





     November 12, 2003




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




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




<PAGE>



                                  EXHIBIT 32.2



                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                        AS ADOPTED, REGARDING SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly  Report of Textainer  Equipment Income Fund II,
L.P., (the  "Registrant")  on Form 10-Q for the quarterly period ended September
30,  2003,  as filed on  November  12,  2003 with the  Securities  and  Exchange
Commission (the "Report"), I, Ernest J. Furtado, Chief Financial Officer, Senior
Vice  President,   Secretary  and  Director  of  Textainer   Financial  Services
Corporation  ("TFS") and Principal  Financial and Accounting Officer of TFS, the
Managing General Partner of the Registrant,  certify,  pursuant to 18 U.S.C. ss.
1350, as adopted, regarding Section 906 of the Sarbanes-Oxley Act of 2002, that:

(i)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and



(ii) The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition,  results of operations and cash flows of
     the Registrant.





     November 12, 2003




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






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