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


May 14, 1999


Securities and Exchange Commission
Washington, DC  20549

Gentlemen:

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  we are
submitting  herewith for filing on behalf of Textainer Equipment Income Fund II,
L.P. (the "Company") the Company's  Quarterly  Report on Form 10-Q for the First
Quarter ended March 31, 1999.

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 March 31, 1999


                         Commission file number 0-19145


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


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

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

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


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

                                 Yes [X] No [ ]





<PAGE>

<TABLE>
<CAPTION>


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

Quarterly Report on Form 10-Q for the
Quarter Ended March 31, 1999

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



                                                                                                      Page


<S>                                                                                                   <C>                      
Item 1.   Financial Statements

          Balance Sheets - March 31, 1999 (unaudited)
          and December 31, 1998......................................................................    3


          Statements of Earnings for the three months
          ended March 31, 1999 and 1998 (unaudited)..................................................    4


          Statements of Partners' Capital for the three months
          ended March 31, 1999 and 1998 (unaudited)..................................................    5


          Statements of Cash Flows for the three months
          ended March 31, 1999 and 1998 (unaudited)..................................................    6


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


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



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



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

Balance Sheets

March 31, 1999 and December 31, 1998
(Amounts in thousands)
------------------------------------------------------------------------------------------------------------------


                                                                                1999                   1998
                                                                           ----------------       ----------------
                                                                             (unaudited)
<S>                                                                       <C>                     <C>
Assets
Container rental equipment, net of accumulated
    depreciation of $20,972 (1998:  $21,059) (note 10)                   $          32,408      $          33,685
Cash                                                                                 2,005                  1,752
Net investment in direct financing leases (note 8)                                     418                    467
Accounts receivable, net of allowance for doubtful
     accounts of $370 (1998:  $315) (note 9)                                         2,019                  2,191
Due from affiliates, net (note 6)                                                      478                    533
Prepaid expenses                                                                        11                     16
                                                                           ----------------       ----------------


                                                                         $          37,339      $          38,644
                                                                           ================       ================
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                      $             264      $             264
   Accrued liabilities                                                                  83                     89
   Accrued recovery costs (note 2)                                                      55                     48
   Accrued damage protection plan costs (note 3)                                       218                    222
   Warranty claims (note 4)                                                            332                    385
   Deferred quarterly distributions                                                     68                     68
                                                                           ----------------       ----------------

      Total liabilities                                                              1,020                  1,076
                                                                           ----------------       ----------------

Partners' capital:
   General partners                                                                      -                      -
   Limited partners                                                                 36,319                 37,568
                                                                           ----------------       ----------------

      Total partners' capital                                                       36,319                 37,568
                                                                           ----------------       ----------------


                                                                         $          37,339      $          38,644
                                                                           ================       ================


See accompanying notes to financial statements

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



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

Statements of Earnings

For the three months ended March 31, 1999 and 1998 
(Amounts in thousands  except for unit and per unit amounts) 
(unaudited)
---------------------------------------------------------------------------------------------------------

                                                                          1999                1998
                                                                     ---------------     ----------------
<S>                                                                  <C>                  <C>    
Rental income                                                            $    2,103           $    2,556
                                                                     ---------------     ----------------

Costs and expenses:
   Direct container expenses                                                    510                  531
   Bad debt expense (benefit)                                                    59                  (21)
   Depreciation                                                                 800                  867
   Write-down of containers (note 10)                                            61                    -
   Professional fees                                                             11                    6
   Management fees to affiliates (note 6)                                       210                  209
   General and administrative costs to affiliates (note 6)                      134                  166
   Other general and administrative costs                                        24                   32
                                                                     ---------------     ----------------

                                                                              1,809                1,790
                                                                     ---------------     ----------------

   Income from operations                                                       294                  766
                                                                     ---------------     ----------------

Other (expense) income:
   Interest income                                                               24                   17
   (Loss) gain on sale of containers (note 10)                                  (49)                 137
                                                                     ---------------     ----------------

                                                                                (25)                 154
                                                                     ---------------     ----------------

   Net earnings                                                          $      269           $      920
                                                                     ===============     ================

Allocation of net earnings (note 6):
   General partners                                                      $       16           $       15
   Limited partners                                                             253                  905
                                                                     ---------------     ----------------

                                                                         $      269           $      920
                                                                     ===============     ================

Limited partners' per unit share
   of net earnings                                                       $     0.07           $     0.24
                                                                     ===============     ================

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

Weighted average number of limited
   partnership units outstanding                                          3,712,528            3,726,977
                                                                     ===============     ================


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 three months ended March 31, 1999 and 1998
(Amounts in thousands)
(unaudited)
--------------------------------------------------------------------------------------------------------------

                                                                        Partners' Capital
                                                    ----------------------------------------------------------
                                                      General               Limited                Total
                                                    -------------       -----------------      ---------------
<S>                                                 <C>                  <C>                  <C>     
Balances at January 1, 1998                                $ (90)               $ 41,305             $ 41,215

Distributions                                                (15)                 (1,492)              (1,507)

Net earnings                                                  15                     905                  920
                                                    -------------       -----------------      ---------------

Balances at March 31, 1998                                 $ (90)               $ 40,718             $ 40,628
                                                    =============       =================      ===============

Balances at January 1, 1999                                $   -                $ 37,568             $ 37,568

Distributions                                                (16)                 (1,485)              (1,501)

Redemptions (note 11)                                          -                     (17)                 (17)

Net earnings                                                  16                     253                  269
                                                    -------------       -----------------      ---------------

Balances at March 31, 1999                                 $   -                $ 36,319             $ 36,319
                                                    =============       =================      ===============


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 three months ended March 31, 1999 and 1998
(Amounts in thousands)
(unaudited)
---------------------------------------------------------------------------------------------------------------------

                                                                                         1999              1998
                                                                                     --------------   ---------------
<S>                                                                                  <C>              <C>
Cash flows from operating activities:
   Net earnings                                                                            $   269           $   920
   Adjustments to reconcile net earnings to
     net cash provided by operating activities:
        Depreciation                                                                           800               867
        Write-down of containers (note 10)                                                      61                 -
        Increase (decrease) in allowance for doubtful accounts,
            excluding write off (note 9)                                                        55               (77)
        Loss (gain) on sale of containers                                                       49              (137)
        (Increase) decrease in assets:
           Proceeds from principal payments on direct financing leases                          56                53
           Accounts receivable, excluding write off (note 9)                                   117               339
           Due from affiliates, net                                                             (5)             (190)
           Prepaid expenses                                                                      5                 1
         Increase (decrease) in liabilities:
           Accounts payable and accrued liabilities                                             (6)               (2)
           Accrued recovery costs                                                                7               (48)
           Accrued damage protection plan costs                                                 (4)               14
           Warranty claims                                                                     (53)              (54)
                                                                                     --------------   ---------------


              Net cash provided by operating activities                                      1,351             1,686
                                                                                     --------------   ---------------

Cash flows from investing activities:
   Proceeds from sale of containers                                                            707               963
   Container purchases                                                                        (287)             (350)
                                                                                     --------------   ---------------

              Net cash provided by investing activities                                        420               613
                                                                                     --------------   ---------------

Cash flows from financing activities:
   Redemptions of limited partnership units                                                    (17)                -
   Distributions to partners                                                                (1,501)           (1,507)
                                                                                     --------------   ---------------

              Net cash used in financing activities                                         (1,518)           (1,507)
                                                                                     --------------   ---------------

Net increase in cash                                                                           253               792

Cash at beginning of period                                                                  1,752               981
                                                                                     --------------   ---------------

Cash at end of period                                                                      $ 2,005           $ 1,773
                                                                                     ==============   ===============


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 three months ended March 31, 1999 and 1998
(Amounts in thousands)
(unaudited)
----------------------------------------------------------------------------------------------------------

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of container purchases, distributions
to partners,  and proceeds  from sale of  containers  which had not been paid or
received  as of March  31,  1999 and  1998,  and  December  31,  1998 and  1997,
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
three-month periods ended March 31, 1999 and 1998.

                                                                 Mar. 31       Dec. 31           Mar. 31       Dec. 31
                                                                    1999          1998              1998          1997
                                                             -----------    -----------    -------------    ----------
<S>                                                          <C>            <C>             <C>             <C>
Container purchases included in:
     Due to affiliates..............................            $    13           $ 34            $  (1)        $  (3)
     Container purchases payable....................                  -              -              322           342

Distributions to partners included in:
     Due to affiliates..............................                  6              6                6             6
     Deferred quarterly distributions...............                 68             68               77            77

Proceeds from sale of containers included in:
     Due from affiliates............................                408            489              462           566

The following table summarizes the amounts of container purchases, distributions
to partners and proceeds from sale of containers recorded by the Partnership and
the amounts  paid or received as shown in the  Statements  of Cash Flows for the
three-month periods ended March 31, 1999 and 1998.

                                                                                                   1999           1998
                                                                                                   ----           ----

Container purchases recorded......................................................               $  266        $  332
Container purchases paid..........................................................                  287           350

Distributions to partners declared................................................                1,501         1,507
Distributions to partners paid....................................................                1,501         1,507

Proceeds from sale of containers recorded.........................................                  626           859
Proceeds from sale of containers received.........................................                  707           963


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 months ended March 31, 1999 and 1998 
(Amounts in thousands  except for unit and per unit amounts) 
(unaudited)
--------------------------------------------------------------------------------


Note 1.   General

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

      The accompanying  interim comparative  financial  statements have not been
      audited by an independent  public  accountant.  However,  all  adjustments
      (which  were only  normal and  recurring  adjustments),  which are, in the
      opinion of management,  necessary to fairly present the financial position
      of the  Partnership  as of March 31, 1999 and December  31, 1998,  and the
      results of its operations, changes in partners' capital and cash flows for
      the three-month periods ended March 31, 1999 and 1998, have been made.

      The financial  information  presented herein should be read in conjunction
      with the audited financial  statements and the accompanying notes included
      in the Partnership's audited financial statements as of December 31, 1998,
      in the Annual Report filed on Form 10-K.

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

      Certain  reclassifications,  not affecting net earnings, have been made to
      prior year  amounts in order to  conform to the 1999  financial  statement
      presentation.

Note 2.   Recovery Costs

      The Partnership  accrues an estimate for recovery costs that it expects to
      incur,  as a result of defaults  under its leases,  which are in excess of
      estimated insurance proceeds. At March 31, 1999 and December 31, 1998, the
      amounts accrued were $55 and $48, respectively.

Note 3.   Damage Protection Plan

      The  Partnership  offers a Damage  Protection Plan (DPP) to lessees of its
      containers.  Under  the terms of DPP,  the  Partnership  earns  additional
      revenues  on a daily  basis  and,  in return,  has agreed to bear  certain
      repair costs.  It is the  Partnership's  policy to recognize  revenue when
      earned  and to  provide a reserve  sufficient  to cover the  Partnership's
      obligation for estimated future repair costs. DPP expenses are included in
      direct  container  expenses in the  Statements of Earnings and the related
      reserves  at March 31, 1999 and  December  31,  1998,  were $218 and $222,
      respectively.

Note 4.   Warranty Claims

      During  1992,  1993 and 1995,  the  Partnership  settled  warranty  claims
      against a  container  manufacturer  relating  to certain  containers.  The
      Partnership  is  amortizing  the  settlement  amounts  over the  remaining
      estimated useful life of these  containers  (between six and seven years),
      reducing  maintenance  and repair costs over that time.  At March 31, 1999
      and December 31, 1998, the  unamortized  portion of the settlement  amount
      was $332 and $385, respectively.

Note 5.   Acquisition of Containers

      During  the  three-month  periods  ended  March  31,  1999 and  1998,  the
      Partnership   purchased   containers   with  a  cost  of  $266  and  $332,
      respectively.

Note 6.   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.  Prior
      to its liquidation in October 1998, Textainer Acquisition Services Limited
      (TAS), a former affiliate  of the  General  Partners,  performed  services
      related to the  acquisition  of  containers  outside the United  States on
      behalf of the  Partnership.  Effective  November 1998,  these services are
      being  performed  by TEM.  The  General  Partners  manage and  control the
      affairs of the Partnership.

      In accordance with the Partnership  Agreement,  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.

      As part of the operation of the Partnership,  the Partnership is to pay to
      the General Partners, or TAS prior to its liquidation, an acquisition fee,
      an equipment  management fee, an incentive management fee and an equipment
      liquidation  fee.  These  fees  are  for  various  services   provided  in
      connection with the administration and management of the Partnership.  The
      Partnership  capitalized  $13  and  $17 of  acquisition  fees  as  part of
      container  rental  equipment  costs during the  three-month  periods ended
      March 31, 1999 and 1998,  respectively.  The Partnership  incurred $62 and
      $63 of incentive  management  fees during the  three-month  periods  ended
      March 31, 1999 and 1998, respectively.  No equipment liquidation fees were
      incurred during these periods.

      The  Partnership's  container  fleet  is  managed  by TEM.  In its role as
      manager,  TEM has  authority to acquire,  hold,  manage,  lease,  sell and
      dispose of the  Partnership's  containers.  TEM holds,  for the payment of
      direct operating expenses,  a reserve of cash that has been collected from
      leasing operations;  such cash is included in due from affiliates,  net at
      March 31, 1999 and December 31, 1998.

      Subject to certain reductions, TEM receives a monthly equipment management
      fee equal to 7% of gross lease revenues  attributable to operating  leases
      and 2% of gross  lease  revenues  attributable  to full payout net leases.
      These fees totaled $148 and $146 for the  three-month  periods ended March
      31, 1999 and 1998,  respectively.  The  Partnership's  container  fleet is
      leased by TEM to third party  lessees on  operating  master  leases,  spot
      leases,  term  leases and  direct  finance  leases.  The  majority  of the
      container fleet is leased under operating master leases with limited terms
      and no purchase option.

      Certain  indirect  general  and  administrative  costs  such as  salaries,
      employee  benefits,   taxes  and  insurance  are  incurred  in  performing
      administrative  services  necessary to the  operation of the  Partnership.
      These  costs  are  incurred   and  paid  by  TFS  and  TEM.   General  and
      administrative  costs  allocated to the  Partnership  for the  three-month
      periods ended March 31, 1999 and 1998 were as follows:

                                                       1999       1998
                                                       ----       ----

               Salaries                               $  71      $  79
               Other                                     63         87
                                                       ----       ----
                 Total general and
                    administrative costs              $ 134      $ 166
                                                       ====       ====

      TEM allocates these general and administrative costs based on the ratio of
      the  Partnership's  interest  in  the  managed  containers  to  the  total
      container  fleet  managed by TEM during the period.  TFS  allocates  these
      costs  based on the  ratio of the  Partnership's  containers  to the total
      container  fleet of all limited  partnerships  managed by TFS. The General
      Partners allocated the following general and  administrative  costs to the
      Partnership for the three-month periods ended March 31, 1999 and 1998:

                                                       1999        1998
                                                       ----        ----

               TEM                                    $ 120       $ 151
               TFS                                       14          15
                                                       ----        ----
                 Total general and
                    administrative costs              $ 134       $ 166
                                                       ====        ====

      The General Partners or TAS, through October 1998, may acquire  containers
      in their own name and hold title on a  temporary  basis for the purpose of
      facilitating the acquisition of such containers for the  Partnership.  The
      containers may then be resold to the Partnership on an all-cash basis at a
      price equal to the actual cost, as defined in the  Partnership  Agreement.
      In addition,  the General Partners and TAS, prior to its liquidation,  are
      entitled  to  an  acquisition  fee  for  any  containers   resold  to  the
      Partnership.

      At March 31, 1999 and  December  31,  1998,  due from  affiliates,  net is
      comprised of:

                                                          1999              1998
                                                          ----              ----
               Due from affiliates:
                 Due from TEM................           $  512            $  560
                                                          ----              ----

               Due to affiliates:
                 Due to TFS..................               25                21
                 Due to TL...................                1                 1
                 Due to TCC..................                8                 5
                                                          ----              ----
                                                            34                27
                                                          ----              ----

               Due from affiliates, net                 $  478            $  533
                                                          ====              ====



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

Note 7.   Rentals Under Long-Term Operating Leases

      The following are the future  minimum rent  receivables  under  cancelable
      long-term  operating  leases at March 31,  1999.  Although  the leases are
      generally  cancelable  at  the  end of  each  twelve-month  period  with a
      penalty,  the  following  schedule  assumes  that the  leases  will not be
      terminated.

               Year ending March 31:

               2000.............................................            $292
               2001.............................................              69
               2002.............................................              45
               2003.............................................              44
               2004.............................................              25
                                                                             ---

               Total minimum future rentals receivable..........            $475
                                                                             ===

Note 8.   Direct Financing Leases

      The components of the net investment in direct  financing  leases at March
      31, 1999 and December 31, 1998 are as follows:

                                                                 1999      1998
                                                                 ----      ----

               Future minimum lease payments receivable......   $ 497     $ 568
               Residual value................................       2         2
               Less:  unearned income........................     (81)     (103)
                                                                 ----      ----

               Net investment in direct financing leases.....   $ 418     $ 467
                                                                 ====      ====

      The following is a schedule by year of minimum lease  payments  receivable
      under the twenty-three direct financing leases as of March 31, 1999:

               Year ending March 31:

               2000...............................................         $ 316
               2001...............................................           175
               2002...............................................             6
                                                                            ----

               Total minimum lease payments receivable............         $ 497
                                                                            ====

      Rental  income for the three-month  periods ended  March 31, 1999 and 1998
      includes $25 and $32,respectively, of income from direct financing leases.

Note 9.   Accounts Receivable Write-Off

      During the three months ended March 31, 1998,  the  Partnership  wrote-off
      $516 of delinquent  receivables  from two lessees  against which  reserves
      were recorded in 1994 and 1995.

Note 10. Container Rental Equipment Write-Down

      New  container  prices have been  declining  since  1995,  and the cost of
      purchasing  new containers at year-end 1998 and the first quarter of  1999
      was significantly  less than the cost of containers  purchased in the last
      several  years.  The  Partnership  evaluated  the  recoverability  of  the
      recorded  amount of  container  rental  equipment  at March  31,  1999 and
      December 31, 1998, and  determined  that a reduction to the carrying value
      of the  containers  held for continued  use was not  required,  but that a
      write-down  in  value  of  certain  containers  identified  for  sale  was
      required. During 1998 and the three-month period ended March 31, 1999, the
      Partnership  wrote-down the value of these  containers to their  estimated
      fair value, which was based on recent sales prices.

      At December  31, 1998 the  Partnership  recorded  additional  depreciation
      expense of $232 to write down the value of 954  containers  identified for
      sale in low demand  locations.  During the three-month  period ended March
      31,  1999,  the  Partnership  sold 303 of these  previously  written  down
      containers  for a loss  of $35 and  recorded  an  additional  depreciation
      expense  of $61 to write  down  the  value  of 504  additional  containers
      subsequently  identified  for sale in  these  locations.  The  Partnership
      incurred losses on the sale of containers  previously  written down as the
      actual sales  prices  received  during 1999 were lower than the  estimates
      used for the write-down recorded in 1998, due to the unexpected decline in
      container sales prices.

      If  more  containers  in   these  or   other  locations  are  subsequently
      identified as available for sale,  the  Partnership  may incur  additional
      write-downs and/or may incur losses on the sale of these containers.

Note 11.   Redemptions

      The following  redemption  offerings were  consummated by the  Partnership
      during the three-month period ended March 31, 1999:
<TABLE>
<CAPTION>

                                                              Units              Average
                                                             Redeemed        Redemption Price             Amount Paid
                                                             --------        ----------------             -----------
<S>                                                          <C>             <C>                          <C>   
        Inception through December 31, 1998                   35,472              $10.86                     $  385

        Quarter ended:
              March 31, 1999....................               2,000              $ 8.66                         17
                                                              ------                                           ----

        Partnership to date.....................              37,472              $10.73                     $  402
                                                              ======                                           ====

      The redemption price is fixed by formula.

</TABLE>

Note 12.   Readiness for Year 2000

      Many computer  systems may experience  difficulty  processing dates beyond
      the year 1999; as a  consequence,  some computer  hardware and software at
      many companies will need to be modified or replaced prior to the year 2000
      in order to remain functional. The Partnership relies on the financial and
      operating systems provided by the General Partners;  these systems include
      both information technology systems as well as non-information  technology
      systems.  There can be no assurance  that issues  related to the Year 2000
      will not have a material  impact on the  financial  condition,  results of
      operations or cash flows of the Partnership.



<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-month  periods ended
March 31, 1999 and 1998.  Please  refer to the  Financial  Statements  and Notes
thereto in connection with the following discussion.

Liquidity and Capital Resources

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

From time to time,  the  Partnership  redeems units from limited  partners for a
specified  redemption  value,  which  is  set  by  formula.  Up  to  2%  of  the
Partnership's outstanding units may be redeemed each year, although the 2% limit
may be exceeded at the managing general  partner's  discretion.  All redemptions
are subject to the managing  general  partner's  good faith  determination  that
payment for the redeemed units will not (i) cause the Partnership to be taxed as
a  corporation,  (ii) impair the capital or  operations of the  Partnership,  or
(iii) impair the ability of the Partnership to pay  distributions  in accordance
with its  distribution  policy.  During the  three-month  period ended March 31,
1999, the Partnership redeemed 2,000 units for a total dollar amount of $17.

The Partnership  invests working capital and cash flow from operations  prior to
its  distribution  to  the  partners  in  short-term,  liquid  investments.  The
Partnership's  cash is  affected  by  cash  provided  by or  used in  operating,
investing and financing  activities.  These  activities  are discussed in detail
below.

During the  three-month  period ended March 31, 1999, the  Partnership  declared
cash  distributions to limited  partners  pertaining to the period from December
1998  through  February  1999  in the  amount  of  $1,485.  These  distributions
represent an annualized  return of 8% on each unit.  On a cash basis,  $1,351 of
these  distributions was from operations and $134 was a return of capital.  On a
GAAP  basis,  $1,232  of these  distributions  was a return of  capital  and the
balance was from net income.

At March 31, 1999 the Partnership had no commitments to purchase containers.

Net cash  provided by operating  activities  for the  three-month  periods ended
March 31, 1999 and 1998,  was $1,351 and $1,686,  respectively.  The decrease of
$335,  or 20%,  was  primarily  attributable  to the  decrease  in net  earnings
adjusted for non-cash  transactions and the fluctuation in accounts  receivable,
excluding write-off,  offset by the fluctuation in due from affiliates, net. Net
earnings  adjusted  for non-cash  transactions  decreased  primarily  due to the
decline  in  rental  income,  which  is  discussed  more  fully in  "Results  of
Operations".  The decrease in accounts  receivable  of $117 for the  three-month
period ended March 31, 1999 was primarily  due to the decline in rental  income.
For the three-month period ended March 31, 1998, accounts  receivable  decreased
$339  primarily due to a decrease in the average  collection  period of accounts
receivable.  The  fluctuations  in due from  affiliates,  net resulted  from the
timing  differences in payment of expenses and fees and in the remittance of net
rental revenues from TEM.

For the three-month  periods ended March 31, 1999 and 1998, net cash provided by
investing  activities  (the purchase and sale of containers)  was $420 and $613,
respectively. The decrease of $193, or 31%, was primarily due to the decrease in
sales proceeds,  offset by a decrease in the number of containers purchased. The
decrease in sales proceeds  resulted from a lower average container sales price,
offset by the Partnership having sold more containers for the three-month period
ended March 31, 1999 compared to the equivalent  period in 1998. The increase in
container  sales during 1999 was  primarily due to the  Partnership  having sold
containers  located in low demand  locations as  discussed  below in "Results of
Operations".  Until market conditions improve, the Partnership plans to continue
to sell these  containers and proceeds from container sales will fluctuate based
on the number of containers sold and the actual sales price received on the sale
of these containers.

Consistent with its investment  objectives,  the Partnership intends to continue
to reinvest  available cash from  operations and all or a significant  amount of
the proceeds from container sales in additional containers.  However, the number
of additional  containers  purchased may not equal the number of containers sold
as new container  prices are likely to be greater than  proceeds from  container
sales.  Current  market  conditions  are expected to continue to have an adverse
effect on the  amount of cash  provided  by  operations  that is  available  for
additional  container  purchases,  which has resulted in lower than  anticipated
reinvestment  in containers.  Additionally,  market  conditions have also had an
adverse effect on the average amount of sales  proceeds  recently  realized from
container  sales.  Market  conditions are discussed more fully under "Results of
Operations".

Results of Operations

The  Partnership's  income from operations,  which consists  primarily of rental
income, container depreciation,  direct container expenses, management fees, and
reimbursement of administrative expenses was directly related to the size of the
container fleet during the three-month periods ended March 31, 1999 and 1998, 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:

                                                               1999        1998

                 Beginning container fleet...............     16,281      17,697
                 Ending container fleet..................     15,869      17,297
                 Average container fleet.................     16,075      17,497

The decline in the average  container  fleet of 8% from the  three-month  period
ended March 31, 1998 to the  three-month  period ended March 31, 1999 was due to
the  Partnership  having sold more  containers than it purchased since March 31,
1998.  Although  some of the sales  proceeds  were used to  purchase  additional
containers,  fewer containers were bought than sold, resulting in a net decrease
in the size of the container fleet.  The Partnership  plans to use the remaining
sales proceeds for future container  purchases.  As noted above, when containers
are sold in the  future,  sales  proceeds  are not  likely to be  sufficient  to
replace all of the containers  sold. This trend,  which is expected to continue,
has contributed to a slower rate of  reinvestment  than had been expected by the
General  Partners.  Other factors  related to this trend are discussed  above in
"Liquidity and Capital Resources."

Rental income and direct container expenses are also affected by the utilization
of the container fleet, which was 72% and 79% on average during the three months
ended March 31, 1999 and 1998, respectively. This decline in utilization, caused
by lower demand, had a significant  adverse effect on rental income as discussed
below. In addition,  rental income is affected by daily rental rates and leasing
incentives.

The  following is a comparative  analysis of the results of  operations  for the
three-month periods ended March 31, 1999 and 1998.

The  Partnership's  income from  operations for the  three-month  periods ending
March 31,  1999 and 1998 was $294 and $766,  respectively,  on rental  income of
$2,103 and $2,556, respectively.  The decrease in rental income of $453, or 18%,
from the  three-month  period ended March 31, 1998 to the  comparable  period in
1999 was primarily  attributable to a decrease in income from container  rentals
which  decreased  $393,  or 18%,  primarily  due to the decreases in the average
on-hire  utilization  of 9%,  average  container  fleet of 8% and average rental
rates of 2%,  offset by a decrease in leasing  incentives of 33%. The decline in
utilization,  in  addition  to the  decline  in the  container  fleet,  which is
discussed above, had the most significant adverse effect on rental income.

The decline in rental rates from the three-month  period ended March 31, 1998 to
the  equivalent  period  in  1999  was  primarily  due to  historically  low new
container  prices and lower demand for leased  containers.  The lower demand was
also principally responsible for the decline in utilization from the three-month
period ended March 31, 1998 to the equivalent  period in 1999.  Demand decreased
primarily due to the growth of the trade  imbalance  with Asia, as the weakening
of many Asian  currencies in 1998 resulted in  significant  increases in exports
from Asia to North  America and Europe and  corresponding  decreases  in imports
into Asia from North  America and  Europe.  This trade  imbalance  has created a
strong demand for  containers in Asia and a weak demand for  containers in North
America  and  Europe.  While  this  imbalance  resulted  in a decline in leasing
incentives,  it also contributed to further declines in average  utilization and
rental rates for the  Partnership  during 1998 and 1999. This imbalance has also
resulted in an unusually  high build-up of containers in lower demand  locations
during 1998 and the first part of 1999.

In an effort to improve utilization and to alleviate the container build-up, the
General Partners have repositioned  newer containers to higher demand locations.
The General  Partners plan to continue  this  repositioning  effort  despite the
continuing  decline in  utilization in 1999, as they believe that the decline in
the Partnership's  utilization  during the first quarter of 1999 would have been
even greater had  containers not been  repositioned.  The  Partnership  incurred
increased  direct  container  expenses  in 1998  as a  result  of  repositioning
containers  from  these  lower  demand   locations  and  anticipates   incurring
additional  direct  container  costs in 1999 as it continues  its  repositioning
efforts.  The  Partnership  has also sold and plans to continue to sell  certain
containers  located  in lower  demand  locations.  The  decision  to sell  these
containers  was based on the current  expectation  that the economic  benefit of
selling these  containers  and using the related sales  proceeds to purchase new
containers  in high demand  locations  was greater than the economic  benefit of
continuing to own these  containers.  The majority of the  containers  sold were
older  containers  as the expected  economic  benefit of continuing to own these
containers was significantly less than that of newer containers primarily due to
their shorter  remaining marine life and the lower demand for leased  containers
due to the shipping lines' preference for leasing newer containers.

Because of this decision,  during 1998, the Partnership  wrote down the value of
these  specifically  identified  containers to their estimated fair value, which
was based on recent sales prices.  However,  as the actual sales prices received
on these  containers  during  1999 were  lower than the  estimates  used for the
write-down  recorded in 1998,  due to an unexpected  decline in container  sales
prices, the Partnership incurred losses upon the sale of these containers.

The  Partnership  recorded  an  additional  write-down  during  1999 on  certain
containers,  which were identified as meeting the same criteria for sale.  Until
market conditions improve,  the Partnership may incur further write-downs and/or
losses on the sale of such  containers.  Should the decline in economic value of
continuing to own such containers turn out to be permanent,  the Partnership may
be required to increase its depreciation rate for container rental equipment.

For the near term,  the  General  Partners do not  foresee  material  changes in
existing  market  conditions and caution that both  utilization  and lease rates
could further decline, adversely affecting the Partnership's operating results.

Substantially  all of the  Partnership's  rental income was  generated  from the
leasing of the Partnership's containers under short-term operating leases.

The  balance of other  rental  income  consists  of other  lease-related  items,
primarily  income from charges to lessees for dropping off containers in surplus
locations less credits  granted to lessees for leasing  containers  from surplus
locations  (location  income),  income from  charges to lessees for handling and
returning  containers (handling income) and income from charges to lessees for a
Damage  Protection  Plan (DPP).  For the three months ended March 31, 1999,  the
total of these other  rental  income  items was $290, a decrease of $60 from the
equivalent  period in 1998.  The  decrease  was  primarily  due to  decreases in
handling  and  location  income of $38 and $13,  respectively.  Handling  income
decreased  primarily  due to  decreases  in  container  movement and the average
handling  price per  container.  Location  income  decreased  primarily due to a
decrease in charges to lessees for dropping off containers in certain locations,
offset by a decrease in credits  given to lessees for picking up  containers  in
certain locations during the three-month period ended March 31, 1999 compared to
the equivalent period in 1998.

Direct  container  expenses  decreased $21, or 4%, from the  three-month  period
ending  March 31,  1998 to the  equivalent  period  in 1999.  The  decrease  was
primarily due to decreases in DPP, maintenance and handling expenses of $20, $19
and $17,  respectively,  offset by an  increase in storage  expense of $72.  DPP
expense  decreased due to a decrease in the average repair cost per unit, offset
by an increase in the average number of DPP units requiring repair.  Maintenance
expense  decreased due to a decrease in the number of units requiring repair and
a lower average repair cost per  container.  Handling  expense  decreased due to
decreases in container  movement and the average  handling  costs per container.
Storage expense increased due to the decrease in utilization noted above and due
to an increase in the average storage cost per container.

Bad debt  expense  increased  from a benefit of $21 for the three  months  ended
March 31,  1998 to an  expense  of $59 in the  comparable  period  in 1999.  The
benefit recorded for the period ended March 31, 1998 resulted from the effect of
insurance  proceeds  received  relating  to certain  receivables  against  which
reserves  had been  recorded  in 1994 and  1995,  as well as the  resolution  of
payment issues with one lessee.

Depreciation  expense  decreased $67, or 8%, from the  three-month  period ended
March 31, 1998 to the same period in 1999 primarily due to the decrease in fleet
size.

New container  prices have been declining since 1995, and the cost of purchasing
new containers at year-end 1998 and the first quarter of 1999, was significantly
less  than the cost of  containers  purchased  in the last  several  years.  The
Partnership  evaluated the  recoverability  of the recorded  amount of container
rental  equipment at March 31, 1999 and December 31, 1998, and determined that a
reduction to the carrying value of the containers held for continued use was not
required,  but that a write-down in value of certain  containers  identified for
sale was required.  During 1998 and the three-month period ended March 31, 1999,
the Partnership wrote-down the value of these containers to their estimated fair
value, which was based on recent sales prices.

At December 31, 1998 the Partnership recorded additional depreciation expense of
$232 to write down the value of 954 containers identified for sale in low demand
locations.  During the three-month  period ended March 31, 1999, the Partnership
sold 303 of  these  previously  written  down  containers  for a loss of $35 and
recorded an  additional  depreciation  expense of $61 to write down the value of
504 additional containers  subsequently  identified for sale in these locations.
The  Partnership  incurred losses on the sale of containers  previously  written
down as the  actual  sales  prices  received  during  1999 were  lower  than the
estimates  used  for the  write-down  recorded  in 1998,  due to the  unexpected
decline in container sales prices.

If more  containers in these or other locations are  subsequently  identified as
available for sale, the Partnership may incur additional  write-downs and/or may
incur losses on the sale of these containers.

Management  fees  to  affiliates  were  comparable  at  $210  and  $209  for the
three-month  periods  ended  March 31,  1999 and 1998,  respectively.  Equipment
management  fees,  which are primarily based on rental income,  did not decrease
despite  the  decrease  in  rental  income,  primarily  due to the  effect of an
adjustment  recorded during 1998 resulting from the write-off of receivables for
two lessees.  Incentive  management fees,  which are based on the  Partnership's
limited and general partner distribution  percentage and partners' capital, were
comparable for the three-month periods ended March 31, 1999 and 1998, at $62 and
$63, respectively.

General and administrative  costs to affiliates  decreased $32, or 19%, from the
three-month  period  ended  March  31,  1998 to the  comparable  period  in 1999
primarily due to the decrease in the allocation of overhead costs from TEM.

Other income (expense)  decreased from income of $154 for the three-month period
ended March 31, 1998 to an expense of $25 for the equivalent period in 1999. The
decrease was primarily due to the fluctuation of gain/loss on sale of containers
from a gain of $137 for the three-month period ended March 31, 1998 to a loss of
$49 for the equivalent  period in 1999. The loss on sale of containers  recorded
in 1999  was due to the  loss  recorded  on the  sale of  containers  previously
written down and due to the Partnership  having sold containers at a younger age
and a lower average sales price per container.  The Partnership  incurred losses
on the sale of  containers  previously  written  down as the actual sales prices
received  during  1999 were lower  than the  estimates  used for the  write-down
recorded in 1998, due to the unexpected  decline in container sales prices.  The
decision  to sell  containers  was  based on the  current  expectation  that the
economic  benefit  of  selling  these  containers  and using the  related  sales
proceeds to purchase new  containers  in high demand  locations was greater than
the economic benefit of continuing to own these containers.  If other containers
are identified as available for sale, the  Partnership  may incur losses on such
sales.

Net earnings per limited partnership unit decreased from $0.24 to $0.07 from the
three-month period ending March 31, 1998 to the same period in 1999,  reflecting
the decrease in net earnings  allocated to limited  partners  from $905 to $253,
respectively.

Although  substantially  all of the  Partnership's  income  from  operations  is
derived from assets employed in foreign operations, virtually all of this income
is  denominated  in United  States  dollars.  The  Partnership's  customers  are
international  shipping  lines  which  transport  goods on  international  trade
routes.  The  domicile  of the lessee is not  indicative  of where the lessee is
transporting  the  containers.  The  Partnership's  business risk in its foreign
operations lies with the  creditworthiness of the lessees, and the Partnership's
ability to keep its containers under lease,  rather than the geographic location
of the  containers or the domicile of the lessees.  The containers are generally
operated on the international high seas rather than on domestic  waterways.  The
containers are subject to the risk of war or other political, economic or social
occurrence  where  the  containers  are used,  which  may  result in the loss of
containers,  which,  in turn,  may have a material  impact on the  Partnership's
results of operations  and  financial  condition.  The General  Partners are not
aware of any conditions as of March 31, 1999,  which would result in such a risk
materializing.

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

Readiness for Year 2000

Many computer systems may experience difficulty processing dates beyond the year
1999; as a  consequence,  some computer  hardware and software at many companies
will need to be modified  or replaced  prior to the year 2000 in order to remain
functional.  The  Partnership  relies on the  financial  and  operating  systems
provided  by the  General  Partners;  these  systems  include  both  information
technology (IT) systems as well as non-information  technology (non-IT) systems.
For  IT  and   non-IT   systems   developed   by   independent   third   parties
(externally-developed)  the General Partners have obtained  representations from
their vendors and suppliers  that these systems are Year 2000 compliant and have
internally tested mission critical systems as operational.  The General Partners
have  reviewed  all  internally-developed  IT and non-IT  systems  for Year 2000
issues and  identified  certain of these systems which  required  revision.  The
General  Partners have  completed  the revision and testing of these  identified
systems, and these revised systems are now operational.

The cost of the revisions and testing  relating to these systems was incurred by
TEM and a  portion  of the  cost was  allocated  to the  Partnership  as part of
general and administrative costs allocated from TEM during 1998. While Year 2000
remediation costs were not specifically  identified,  it is estimated that total
Year 2000 related  expenses  included in allocated  overhead  from TEM were less
than $15. The Partnership and the General  Partners do not anticipate  incurring
significant additional remediation costs related to the Year 2000 issue in 1999.
There has been no material effect on the Partnership's  financial  condition and
results of operations as a result of TEM's delay in routine systems  projects as
a result of Year 2000 remediation.

As noted  above,  Year 2000  compliance  testing was  undertaken  by the General
Partners  on  both  externally-  and  internally-developed   systems.   Standard
transactions  were  processed  under  simulated  operating  conditions for dates
crossing  over  January  1, 2000 as well as for  other  critical  dates  such as
February 29, 2000. In the standard  business  scenarios  tested,  the identified
systems  appeared  to  function  correctly.   Under  nonstandard  conditions  or
unforeseen  scenarios,  the results may be  different.  Therefore,  these tests,
regardless of how  carefully  they were  conducted,  cannot  guarantee  that the
General  Partners'  systems  will  function  without  error in the Year 2000 and
beyond.  If these  systems  are not  operational  in the Year 2000,  the General
Partners have determined that they can operate manually for approximately two to
three months while correcting the system problems before  experiencing  material
adverse  effects on the  Partnership's  and the General  Partners'  business and
results of operations.  However,  shifting  portions of the daily  operations to
manual  processes  may result in time  delays and  increased  processing  costs.
Additionally,  the Partnership  and General  Partners may not be able to provide
lessees  with timely and  pertinent  information,  which may  negatively  affect
customer  relations and lead to the potential  loss of lessees,  even though the
immediate  monetary  consequences  of this  would  be  limited  by the  standard
Partnership lease agreements between the lessees and the Partnership.

The Partnership and the General Partners are also continuing their assessment of
Year 2000  issues  with third  parties,  comprised  of  lessees,  manufacturers,
depots,  and other  vendors and  suppliers,  with whom the  Partnership  and the
General  Partners  have  a  material  business   relationship  (Third  Parties).
Currently,   the  Partnership  and  the  General  Partners  believe  that  if  a
significant  portion of its lessees is non-compliant for a substantial length of
time, the Partnership's  operations and financial  condition would be materially
adversely  affected.  Non-compliance  by other Third  Parties is not expected to
have a material effect on the Partnership's  results of operations and financial
condition.  The General  Partners  have sent  letters to lessees and other Third
Parties  requesting  representations  on their Year 2000 readiness.  The General
Partners have  received  responses to 83% of the letters sent with all but seven
respondents  representing  that  they  are  or  will  be  Year  2000  compliant.
Non-compliance  by these seven  respondents  is not  expected to have a material
adverse  effect on the  Partnership's  operations  or financial  condition.  The
General  Partners  are  continuing  to follow up with  non-respondents  and will
continue to identify  additional  Third Parties whose Year 2000 readiness should
be assessed.  As this  assessment has not been completed,  the General  Partners
have not yet assumed that a lack of response means that any non-responding Third
Parties will not be Year 2000 compliant.

Nevertheless,  the  Partnership and the General  Partners  believe that they are
likely to encounter Year 2000 problems with certain Third Parties,  particularly
those  with  significant  operations  within  countries  that  are not  actively
promoting  correction of Year 2000 issues.  Possible  consequences  of Year 2000
non-compliance  among Third Parties  include,  but are not limited to, (i) TEM's
inability  to  provide  service to certain  areas of the world,  (ii)  delays in
container  movement,  (iii)  payment  and  collection  difficulties,   and  (iv)
invoicing errors due to late reporting of transactions.  These types of problems
could  result in  additional  operating  costs and loss of lessee  business.  As
discussed  above,  the General  Partners are prepared to shift portions of their
daily operations to manual processes in the event of Third Party non-compliance.
With respect to manufacturers, vendors and other suppliers, the General Partners
would also  attempt  to find  alternate  sources  for goods and  services.  With
respect to depots and agents who handle,  inspect or repair  containers,  if the
majority of the  computer  systems  and  networks  of TEM are  operational,  the
General Partners believe that they will be able to compensate manually for these
Third  Parties'  failures  (e.g.,  one field  office  performing  data entry for
another,  communication  with  depots  conducted  without  computers),  by using
temporary  personnel at additional cost.  Although costs will be incurred to pay
for the temporary  personnel,  the Partnership  and the General  Partners do not
expect these costs to be material to the  Partnership.  With respect to lessees'
non-compliance,   the  General  Partners  would  compensate  for  communications
failures  manually.  If a  lessee's  noncompliance  is broad  enough to  disrupt
significantly  the  operations of its shipping  business,  the resulting loss of
revenue could result in the lessee renting fewer containers. The Partnership and
the  General  Partners  are unable to  estimate  the  financial  impact of these
problems,  but to the extent that lessees'  problems result in weakening  demand
for  containers,  the  Partnership's  results  of  operations  would  likely  be
adversely  affected.  If Year 2000  problems  result  in delays in  collections,
either  because of the additional  time required to communicate  with lessees or
because of  lessees'  loss of  revenues,  the  Partnership's  cash flow could be
affected and distributions to general and limited partners could be reduced. The
Partnership  and the General  Partners  believe that these risks are inherent in
the industry and are not specific to the Partnership or General Partners.

Forward Looking Statements and Other Risk Factors Relating to the Year 2000

The foregoing analysis of Year 2000 issues includes  forward-looking  statements
and  predictions  about  possible or future  events,  results of operations  and
financial condition. As such, this analysis may prove to be inaccurate,  because
of the  assumptions  made by the  Partnership  and the  General  Partners or the
actual development of future events. No assurance can be given that any of these
forward-looking  statements and predictions  will ultimately prove to be correct
or  even  substantially  correct.  Some  of the  risks  relating  to  Year  2000
compliance are described above. In addition,  in analyzing Year 2000 issues, the
Partnership and the General Partners have assumed that the infrastructure of the
United States and most other  countries,  including  ports and customs,  remains
intact.  If the  infrastructure  of one or  more  countries  were to  fail,  the
resulting  business  disruption  would  likely  have an  adverse  effect  on the
Partnership and the General  Partners.  The Partnership and General Partners are
unable to determine a reasonably  likely worst case  scenario in the event of an
infrastructure failure or failures.

Various  other risks and  uncertainties  could also affect the  Partnership  and
could affect the Year 2000 analysis, causing the effect on the Partnership to be
more severe than discussed above. These risks and uncertainties include, but are
not limited to, the following.  The Partnerships' and the General Partners' Year
2000 compliance testing cannot guarantee that all computer systems will function
without error beyond the Year 2000. Tests were only conducted of normal business
scenarios, and no independent verification or testing was used. Risks also exist
with respect to Year 2000 compliance by Third Parties,  such as the risk that an
external  party,  who may have no  relationship  to the  Partnership  or General
Partners, but who has a significant relationship with one or more Third Parties,
may have a system failure that adversely  affects the  Partnership's  ability to
conduct  its  business.  While the  Partnership  and the  General  Partners  are
attempting  to identify such  external  parties,  no assurance can be given that
they will be able to do so. Furthermore, Third Parties with direct relationships
with the  Partnership,  whose systems have been  identified as likely to be Year
2000 compliant,  may suffer a breakdown due to unforeseen  circumstances.  It is
also possible that the information  collected by the General Partners from these
Third Parties regarding their compliance with Year 2000 issues may be incorrect.
Finally,  it should be noted that the  foregoing  discussion of Year 2000 issues
assumes that to the extent the General Partners' systems fail, either because of
unforeseen  complications  or because of Third  Parties'  failure,  switching to
manual  operations  will  allow the  Partnership  to  continue  to  conduct  its
business. While the Partnership and the General Partners believe this assumption
to be reasonable,  if it is incorrect,  the Partnership's  results of operations
would likely be adversely affected.


<PAGE>




                                   SIGNATURES


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


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

                                     By Textainer Financial Services Corporation
                                     The Managing General Partner



                                     By _______________________________
                                        John R. Rhodes
                                        Executive Vice President


Date:  May 14, 1999

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

<TABLE>
<CAPTION>

Signature                                Title                                          Date


<S>                                      <C>                                            <C>
________________________                 Executive Vice President,                      May 14, 1999
John R. Rhodes                           (Principal Financial and
                                         Accounting Officer) and
                                         Secretary




________________________                 President (Principal Executive                 May 14, 1999
John A. Maccarone                        Officer)

</TABLE>
<PAGE>





                                   SIGNATURES


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


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

                                     By Textainer Financial Services Corporation
                                     The Managing General Partner



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


Date: May 14, 1999


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

<TABLE>
<CAPTION>

Signature                                   Title                                          Date



<S>                                      <C>                                           <C>
/s/John R. Rhodes                        Executive Vice President,                      May 14, 1999
________________________                 (Principal Financial and
John R. Rhodes                           Accounting Officer) and
                                         Secretary



/s/John A. Maccarone                     President (Principal Executive                 May 14, 1999
________________________                 Officer)
John A. Maccarone                        


</TABLE>