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


May 12, 2000


Securities and Exchange Commission
Washington, DC  20549

Gentlemen:

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  we are
submitting  herewith for filing on behalf of Textainer Equipment Income Fund II,
L.P. (the "Partnership") the Partnership's Quarterly Report on Form 10-Q for the
First Quarter ended March 31, 2000.

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

Sincerely,

Nadine Forsman
Controller

<PAGE>
                         UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                       Washington DC 20549


                          FORM 10-Q


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


         For the quarterly period ended March 31, 2000


                Commission file number 0-19145


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


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

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

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

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

               Yes [X] No [ ]


<PAGE>
<TABLE>
<CAPTION>

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

Quarterly Report on Form 10-Q for the
Quarter Ended March 31, 2000

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

                                                                                                      Page

<S>                                                                                                   <C>

Item 1.   Financial Statements

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



          Statements of Earnings for the three months
          ended March 31, 2000 and 1999 (unaudited)...............................................     4



          Statements of Partners' Capital for the three months
          ended March 31, 2000 and 1999 (unaudited)...............................................     5



          Statements of Cash Flows for the three months
          ended March 31, 2000 and 1999 (unaudited)...............................................     6



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



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

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

Balance Sheets

March 31, 2000 and December 31, 1999
(Amounts in thousands)
------------------------------------------------------------------------------------------------------------------


                                                                                 2000                   1999
                                                                           ----------------       ----------------
<S>                                                                           <C>                     <C>
                                                                             (unaudited)
Assets
Container rental equipment, net of accumulated
    depreciation of $18,800, (1999:  $18,956) (note 5)                   $          27,609      $          28,795
Cash                                                                                 2,286                  2,018
Net investment in direct finance leases (note 4)                                       264                    315
Accounts receivable, net of allowance for doubtful
     accounts of $416, (1999:  $398)                                                 1,786                  2,038
Due from affiliates, net (note 2)                                                      450                    499
Prepaid expenses                                                                         7                     11
                                                                           ----------------       ----------------


                                                                         $          32,402      $          33,676
                                                                           ================       ================
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                      $             170      $             187
   Accrued liabilities                                                                 164                    155
   Accrued recovery costs                                                               78                     74
   Accrued damage protection plan costs                                                273                    272
   Warranty claims                                                                     118                    172
   Deferred quarterly distributions                                                     69                     69
   Container purchases payable                                                           -                    243
                                                                           ----------------       ----------------

      Total liabilities                                                                872                  1,172
                                                                           ----------------       ----------------

Partners' capital:
   General partners                                                                      -                      -
   Limited partners                                                                 31,530                 32,504
                                                                           ----------------       ----------------

      Total partners' capital                                                       31,530                 32,504
                                                                           ----------------       ----------------


                                                                         $          32,402      $          33,676
                                                                           ================       ================


See accompanying notes to financial statements

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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

Statements of Earnings

For the three months ended March 31, 2000 and 1999
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
-----------------------------------------------------------------------------------------------------------

                                                                             2000                 1999
                                                                       ----------------     ---------------
<S>                                                                          <C>                <C>

Rental income                                                         $          1,968     $         2,103
                                                                       ----------------     ---------------

Costs and expenses:
   Direct container expenses                                                       342                 510
   Bad debt expense                                                                 21                  59
   Depreciation                                                                    676                 800
   Write-down of containers (note 5)                                                81                  61
   Professional fees                                                                17                  11
   Management fees to affiliates (note 2)                                          202                 210
   General and administrative costs to affiliates (note 2)                          94                 134
   Other general and administrative costs                                           19                  24
                                                                       ----------------     ---------------

                                                                                 1,452               1,809
                                                                       ----------------     ---------------

   Income from operations                                                          516                 294
                                                                       ----------------     ---------------

Other income (expense):
   Interest income                                                                  32                  24
   Loss on sale of containers                                                      (14)                (49)
                                                                       ----------------     ---------------

                                                                                    18                 (25)
                                                                       ----------------     ---------------

   Net earnings                                                       $            534     $           269
                                                                       ================     ===============

Allocation of net earnings (note 2):
   General partners                                                   $             16     $            16
   Limited partners                                                                518                 253
                                                                       ----------------     ---------------

                                                                      $            534     $           269
                                                                       ================     ===============

Limited partners' per unit share
   of net earnings                                                    $           0.14     $          0.07
                                                                       ================     ===============

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

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


See accompanying notes to financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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

Statements of Partners' Capital

For the three months ended March 31, 2000 and 1999
(Amounts in thousands)
(unaudited)
----------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

Net earnings                                                  16                    518                     534
                                                   --------------         --------------         ---------------

Balances at March 31, 2000                       $             -        $        31,530        $         31,530
                                                   ==============         ==============         ===============


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, 2000 and 1999
(Amounts in thousands)
(unaudited)
----------------------------------------------------------------------------------------------------------------------
                                                                                            2000             1999
                                                                                      ---------------   --------------
<S>                                                                                        <C>                <C>

Cash flows from operating activities:
   Net earnings                                                                       $          534    $         269
   Adjustments to reconcile net earnings to
     net cash provided by operating activities:
        Depreciation                                                                             676              800
        Write-down of containers (note 5)                                                         81               61
        Increase in allowance for doubtful accounts                                               18               55
        Loss on sale of containers                                                                14               49
        (Increase) decrease in assets:
           Net investment in direct finance leases                                                72               56
           Accounts receivable                                                                   234              117
           Due from affiliates, net                                                               20               (5)
           Prepaid expenses                                                                        4                5
         Increase (decrease) in liabilities:
           Accounts payable and accrued liabilities                                               (8)              (6)
           Accrued recovery costs                                                                  4                7
           Accrued damage protection plan costs                                                    1               (4)
           Warranty claims                                                                       (54)             (53)
                                                                                      ---------------   --------------


              Net cash provided by operating activities                                        1,596            1,351
                                                                                      ---------------   --------------

Cash flows from investing activities:
   Proceeds from sale of containers                                                              548              707
   Container purchases                                                                          (368)            (287)
                                                                                      ---------------   --------------

              Net cash provided by investing activities                                          180              420
                                                                                      ---------------   --------------

Cash flows from financing activities:
   Redemptions of limited partnership units                                                       (7)             (17)
   Distributions to partners                                                                  (1,501)          (1,501)
                                                                                      ---------------   --------------

              Net cash used in financing activities                                           (1,508)          (1,518)
                                                                                      ---------------   --------------

Net increase in cash                                                                             268              253

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

Cash at end of period                                                                 $        2,286    $       2,005
                                                                                      ===============   ==============


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, 2000 and 1999
(Amounts in thousands)
(unaudited)
----------------------------------------------------------------------------------------------------------------------

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of container purchases, distributions
to partners,  and proceeds  from sale of  containers  which had not been paid or
received  as of March  31,  2000 and  1999,  and  December  31,  1999 and  1998,
resulting in  differences  in amounts  recorded and amounts of cash disbursed or
received by the  Partnership,  as shown in the  Statements of Cash Flows for the
three-month periods ended March 31, 2000 and 1999.

                                                               Mar. 31        Dec. 31         Mar. 31        Dec. 31
                                                                 2000          1999            1999            1998
                                                             -----------    -----------    -------------    ----------
<S>                                                               <C>            <C>            <C>             <C>

Container purchases included in:
     Due to affiliates..............................                $ (2)          $  -             $ 13          $ 34
     Container purchases payable....................                   -            243                -             -

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

Proceeds from sale of containers included in:
     Due from affiliates............................                 336            367              408           489

The following table summarizes the amounts of container purchases, distributions
to partners and proceeds from sale of containers recorded by the Partnership and
the amounts  paid or received as shown in the  Statements  of Cash Flows for the
three-month periods ended March 31, 2000 and 1999.


                                                                                                    2000          1999
                                                                                                    ----          ----

Container purchases recorded......................................................               $   123       $   266
Container purchases paid..........................................................                   368           287

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

Proceeds from sale of containers recorded.........................................                   517           626
Proceeds from sale of containers received.........................................                   548           707


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, 2000 and 1999
(Amounts in thousands  except for unit and per unit amounts)
(unaudited)
--------------------------------------------------------------------------------

Note 1.   General

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

      The accompanying  interim comparative  financial  statements have not been
      audited by an independent  public  accountant.  However,  all  adjustments
      (which  were only  normal and  recurring  adjustments),  which are, in the
      opinion of management,  necessary to fairly present the financial position
      of the  Partnership  as of March 31, 2000 and December  31, 1999,  and the
      results of its operations, changes in partners' capital and cash flows for
      the three-month periods ended March 31, 2000 and 1999, have been made.

      The financial  information  presented herein should be read in conjunction
      with the audited financial  statements and the accompanying notes included
      in the Partnership's audited financial statements as of December 31, 1999,
      in the Annual Report filed on Form 10-K.

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

Note 2.  Transactions with Affiliates

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

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

      As part of the operation of the Partnership,  the Partnership is to pay to
      the General Partners,  an acquisition fee, an equipment management fee, an
      incentive management fee and an equipment  liquidation fee. These fees are
      for various services  provided in connection with the  administration  and
      management of the Partnership.  The Partnership  capitalized $6 and $13 of
      acquisition  fees as part of container  rental  equipment costs during the
      three-month periods ended March 31, 2000 and 1999,  respectively.  For the
      three-month period ended March 31, 2000 and 1999 the Partnership  incurred
      $63 and $62 of  incentive  management  fees,  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, 2000 and December 31, 1999.

      Subject to certain reductions, TEM receives a monthly equipment management
      fee equal to 7% of gross lease revenues  attributable to operating  leases
      and 2% of gross  lease  revenues  attributable  to full payout net leases.
      These fees totaled $139 and $148 for the  three-month  periods ended March
      31, 2000 and 1999,  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  during the three-month
      periods ended March 31, 2000 and 1999 were as follows:

                                                       2000       1999
                                                       ----       ----
               Salaries                                 $49       $ 71
               Other                                     45         63
                                                         --        ---
                 Total general and
                    administrative costs                $94       $134
                                                         ==        ===

      TEM allocates these general and administrative costs based on the ratio of
      the  Partnership's  interest  in  the  managed  containers  to  the  total
      container  fleet  managed by TEM during the period.  TFS  allocates  these
      costs  based on the  ratio of the  Partnership's  containers  to the total
      container  fleet of all limited  partnerships  managed by TFS. The General
      Partners allocated the following general and  administrative  costs to the
      Partnership during the three-month periods ended March 31, 2000 and 1999:

                                                       2000       1999
                                                       ----       ----
               TEM                                      $80       $120
               TFS                                       14         14
                                                         --        ---
                 Total general and
                    administrative costs                $94       $134
                                                         ==        ===

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



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

                                                            2000            1999
                                                            ----            ----
      Due from affiliates:
       Due from TEM...................................      $491            $529
                                                             ---             ---

      Due to affiliates:
       Due to TFS.....................................        26              23
       Due to TL......................................         1               1
       Due to TCC.....................................        14               6
                                                             ---             ---
                                                              41              30
                                                             ---             ---

      Due from affiliates, net                              $450            $499
                                                             ===             ===

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

Note 3.   Rentals Under Long-Term Operating Leases

      The following are the future rent receivables  under cancelable  long-term
      operating  leases at March 31,  2000.  Although  the leases are  generally
      cancelable  with a penalty  at the end of each  twelve-month  period,  the
      following schedule assumes that the leases will not be terminated.


           Year ending March 31:

           2001.............................................             $384
           2002.............................................              142
           2003.............................................              110
           2004.............................................               51
           2005.............................................                2
                                                                          ---

           Total future rentals receivable..................             $689
                                                                          ===

Note 4.   Direct Finance Leases

      The  Partnership  has leased  containers  under direct finance leases with
      terms ranging from two to five years. The components of the net investment
      in direct  finance  leases at March 31, 2000 and  December 31, 1999 are as
      follows:

                                                            2000           1999
                                                            ----           ----

           Future minimum lease payments receivable...      $294           $353
           Residual value.............................         3              3
           Less:  unearned income.....................       (33)           (41)
                                                             ---            ---

           Net investment in direct finance leases....      $264           $315
                                                             ===            ===

      The following is a schedule by year of minimum lease  payments  receivable
      under the direct finance leases as of March 31, 2000:

           Year ending March 31:

           2001...............................................            $205
           2002...............................................              35
           2003...............................................              25
           2004...............................................              22
           2005...............................................               7
                                                                           ---

           Total minimum lease payments receivable............            $294
                                                                           ===

     Rental  income for the three-month  periods  ended  March 31, 2000 and 1999
     includes  $14  and $25, respectively, of income from direct finance leases.


Note 5. Container Rental Equipment Write-Down

      New container  prices have been declining  since 1995, and the cost of new
      containers  at year-end  1998,  during 1999 and the  beginning of 2000 was
      significantly  less than the cost of containers  purchased in prior years.
      The  Partnership  evaluated the  recoverability  of the recorded amount of
      container  rental  equipment  at December  31, 1999 and March 31, 2000 for
      containers  to be  held  for  continued  use as  well  as  for  containers
      identified for sale in the ordinary course of business and determined that
      a reduction to the carrying value of containers held for continued use was
      not  required,  but  that a  write-down  in value  of  certain  containers
      identified for sale was required.  The Partnership wrote down the value of
      these containers to their estimated fair value,  which was based on recent
      sales prices less cost to sell.

      During the  three-month  period  ended  March 31,  2000,  the  Partnership
      recorded a write-down  of $81 on 189  containers  identified  for sale and
      sold 187 previously  written down  containers for a loss of $4. During the
      three-month  period  ended  March 31,  1999,  the  Partnership  recorded a
      write-down  of $61 on 504  containers  identified  for  sale  and sold 303
      previously  written-down  containers  for a loss of $35.  The  Partnership
      incurred losses on the sale of some containers  previously written down as
      the actual sales prices  received on these  containers were lower than the
      estimates used for the write-downs,  primarily due to unexpected  declines
      in container sales prices.  Additionally,  the Partnership incurred losses
      of $10 and $14 on the sale of  containers  that had not been  written-down
      during the three-months ended March 31, 2000 and 1999, respectively.

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


Note 6.   Redemptions

      The following  redemptions were consummated by the Partnership  during the
      three-month periods ended March 31, 2000 and 1999:
<TABLE>
<CAPTION>

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

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

        Partnership through March 31, 1999                      37,472            $ 10.73                $402
                                                                ======                                    ===


        Total Partnership redemption as of
          December 31, 1999.................                    37,672            $ 10.70                $403
        Quarter ended:
              March 31, 2000................                     1,000            $  7.00                   7
                                                                ------                                    ---

        Partnership through March 31, 2000                      38,672            $ 10.62                $410
                                                                ======                                    ===

      The redemption price is fixed by formula.
</TABLE>


<PAGE>

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

(Amounts in thousands except for unit and per unit amounts)
--------------------------------------------------------------------------------

The Financial  Statements contain  information,  which will assist in evaluating
the financial condition of the Partnership as of and for the three-month periods
ended March 31, 2000 and 1999.  Please  refer to the  Financial  Statements  and
Notes thereto in connection with the following discussion.

Liquidity and Capital Resources

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

From time to time,  the  Partnership  redeems units from limited  partners for a
specified  redemption  value,  which  is  set  by  formula.  Up  to  2%  of  the
Partnership's outstanding units may be redeemed each year, although the 2% limit
may be exceeded at the Managing General  Partner's  discretion.  All redemptions
are subject to the Managing  General  Partner's  good faith  determination  that
payment for the redeemed units will not (i) cause the Partnership to be taxed as
a  corporation,  (ii) impair the capital or  operations of the  Partnership,  or
(iii) impair the ability of the Partnership to pay  distributions  in accordance
with its  distribution  policy.  During the  three-month  period ended March 31,
2000, the Partnership  redeemed 1,000 units for a total dollar amount of $7. The
Partnership used cash flow from operations to pay for the redeemed units.

The Partnership invests working capital,  cash flow from operations prior to its
distribution  to the partners and sales proceeds from container  sales that have
not been used to purchase  containers in  short-term,  liquid  investments.  The
Partnership's  cash is  affected  by  cash  provided  by or  used in  operating,
investing and financing  activities.  These  activities  are discussed in detail
below.

Limited partners are currently receiving monthly  distributions in an annualized
amount equal to 8% of their original  investment.  During the three-month period
ended March 31, 2000, the  Partnership  declared cash  distributions  to limited
partners  pertaining to the period from  December 1999 through  February 2000 in
the amount of $1,485.  On a cash  basis,  all of these  distributions  were from
current year operating activities.  On a GAAP basis, $967 of these distributions
was a return of capital and the balance was from net earnings.  Distributions in
future years may be greater than cash provided by operations and, in this event,
would  be made  from any  remaining  undistributed  cash  from  previous  years'
operations  and then from proceeds from container  sales.  The portion of future
distributions  made from  proceeds  from  container  sales  would be a return of
capital.  The  decision  that  distributions  might be made from  proceeds  from
container sales in future years was based on the  Partnership's age and existing
market conditions.

At March 31, 2000, the Partnership had no commitments to purchase containers.

Net cash provided by operating  activities for  three-month  periods ended March
31, 2000 and 1999, was $1,596 and $1,351, respectively. The increase of $245, or
18%, was  primarily  attributed  to the increase in net  earnings,  adjusted for
non-cash  transactions  and fluctuations in accounts  receivable.  Net earnings,
adjusted for non-cash  transactions  increased  primarily due to the decrease in
direct container  expenses,  offset by the decline in rental income. The reasons
for these fluctuations are discussed in "Results of Operations". The decrease in
accounts  receivable of $234 for the three-month period ended March 31, 2000 was
primarily  due to the  decrease  in rental  income and a decrease in the average
collection period of accounts receivable. The decrease in accounts receivable of
$117 for the  comparable  period in 1999 was  primarily  due to the  decline  in
rental income.

For the three-month  period ended March 31, 2000, net cash provided by investing
activities  (the purchase and sale of containers)  was $180 compared to $420 for
the  comparable  period in 1999. The decrease of $240 was due to the increase in
cash used for  container  purchases  and a decrease in proceeds  from  container
sales.  Cash  used for  container  purchases  increased  as a result  of  timing
differences  in the  accrual  and  payment of these  purchases  even  though the
Partnership purchased fewer containers in the three-month period ended March 31,
2000  compared  to the same  period  in 1999.  The  decrease  in  proceeds  from
container sales was due to the Partnership selling fewer containers and at lower
average sales prices. The Partnership continued to sell containers in low demand
locations  (described below under "Results of  Operations");  however there were
fewer  containers  in these  locations  primarily as a result of previous  sales
efforts,  which  resulted in the decline in the number of containers  sold.  The
sales prices  received on container  sales  continued to decrease as a result of
current  market  conditions,  which have  adversely  affected  the value of used
containers.  Until  conditions  improve  in  these  low  demand  locations,  the
Partnership plans to continue to sell some of its containers in these locations.
The Partnership  sells  containers  when (i) a container  reaches the end of its
useful life or (ii) an analysis  indicates  that the sale is warranted  based on
existing  market  conditions and the  container's  age,  location and condition.
Proceeds from container  sales will fluctuate  based on the number of containers
sold and the actual price  received on the sale.  Sales proceeds will affect the
rate of reinvestment in containers.

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

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, 2000 and 1999, as
well as certain other factors as discussed  below. The following is a summary of
the container fleet (in units) available for lease during those periods:

                                                               2000        1999
                                                              ------      ------
                 Beginning container fleet...............     14,269      16,281
                 Ending container fleet..................     13,849      15,869
                 Average container fleet.................     14,059      16,075

The decline in the average  container fleet of 13% from the  three-month  period
ended March 31, 1999 to the  comparable  period  ended March 31, 2000 was due to
the  Partnership  having sold more  containers than it purchased since March 31,
1999.  Although  some of the sales  proceeds  were used to  purchase  additional
containers,  fewer containers were bought than sold, resulting in a net decrease
in the size of the container fleet. As noted above,  when containers are sold in
the future,  sales  proceeds  not used to pay  distributions  are unlikely to be
sufficient to replace all of the containers sold. This trend,  which is expected
to continue,  has  contributed  to a slower rate of  reinvestment  than had been
expected  by the  General  Partners.  Other  factors  related  to this trend are
discussed above in "Liquidity and Capital Resources."

Rental income and direct container expenses are also affected by the utilization
of the container fleet,  which was 80% and 72% on average during the three-month
periods ended March 31, 2000 and 1999, respectively.  In addition, rental income
is affected by daily rental rates.

The  following is a comparative  analysis of the results of  operations  for the
three-month periods ended March 31, 2000 and 1999.

The  Partnership's  income from  operations for the  three-month  periods ending
March 31,  2000 and 1999 was $516 and  $294,  respectively  on rental  income of
$1,968 and $2,103,  respectively.  The decrease in rental income of $135, or 6%,
from the  three-month  period ended March 31, 1999 to the  comparable  period in
2000 was  attributable to decreases in container  rental income and other rental
income.  Income from container rentals decreased $64, or 4%, due to decreases in
average  container  fleet of 13% and average  rental  rates of 6%,  offset by an
increase in average on-hire utilization of 11%. The decline in the average fleet
size had the most significant adverse effect on rental income.

The  improvement in  utilization  was due to  improvements  in demand for leased
containers and in the trade balance, primarily as a result of the improvement in
certain  Asian  economies  and a related  increase  in  exports  out of  Europe.
Additionally,  the container surplus, which existed primarily as a result of the
lower  demand in the past  several  years,  has  eased as a result of  container
lessors selling older  containers in low demand locations and as a result of the
improvement in demand discussed above.

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

Additionally,  the Partnership  continues to sell some containers located in low
demand  locations.  The  decision  to sell  containers  is based on the  current
expectation  that the economic  benefit of selling  these  containers is greater
than the estimated  economic benefit of continuing to own these containers.  The
majority of the  containers  sold during 1999 and 2000 were older  containers 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, the cost to reposition containers and the shipping lines'
preference for leasing newer containers when demand is low.

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

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

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

The  balance of other  rental  income  consists  of other  lease-related  items,
primarily  income from charges to lessees for dropping off containers in surplus
locations less credits  granted to lessees for leasing  containers  from surplus
locations  (location  income),  income from  charges to lessees for handling and
returning  containers (handling income) and income from charges to lessees for a
Damage  Protection Plan (DPP). For the three-month  period ended March 31, 2000,
other rental  income was $218, a decrease of $71 from the  equivalent  period in
1999.  Other  rental  income  decreased  due to the  decrease  in fleet size and
decreases  in  location,   DPP  and  handling   income  of  $43,  $14  and  $14,
respectively.  Location income decreased  primarily due to a decrease in charges
to  lessees  for  dropping  off  containers  in  certain  locations.  DPP income
decreased  due to a decrease  in the average  DPP price  charged per  container,
offset by an increase in the number of containers  carrying DPP. Handling income
decreased  due to  decreases in container  movement and in the average  handling
price charged per container  during the three-month  period ended March 31, 2000
compared to the equivalent period in 1999.

Direct  container  expenses  decreased $168, or 33% from the three-month  period
ending March 31, 1999 to the  equivalent  period in 2000,  primarily  due to the
decrease  in  the  average   container   fleet  and  decreases  in  storage  and
repositioning expenses of $103 and $27, respectively.  Storage expense decreased
primarily due to the increase in average  utilization noted above and a decrease
in the average storage cost per container.  Repositioning  expense decreased due
to a decrease in the number of containers repositioned.

Bad debt expense  decreased from $59 for the three-month  period ended March 31,
1999  to $21 for the  comparable  period  in  2000  primarily  due to a  smaller
required increase in the bad debt reserve in 2000.

Depreciation  expense decreased $124, or 16%, from the three-month  period ended
March 31, 1999 to the comparable period in 2000 primarily due to the decrease in
fleet size.

New  container  prices  have  been  declining  since  1995,  and the cost of new
containers  at  year-end  1998,  during  1999  and the  beginning  of  2000  was
significantly  less than the cost of  containers  purchased in prior years.  The
Partnership  evaluated the  recoverability  of the recorded  amount of container
rental  equipment at December 31, 1999 and March 31, 2000 for  containers  to be
held for  continued  use as well as for  containers  identified  for sale in the
ordinary  course of business  and  determined  that a reduction  to the carrying
value  of  containers  held  for  continued  use was not  required,  but  that a
write-down in value of certain containers identified for sale was required.  The
Partnership  wrote down the value of these  containers to their  estimated  fair
value, which was based on recent sales prices less cost to sell.

During the three-month  period ended March 31, 2000, the Partnership  recorded a
write-down of $81 on 189 containers  identified for sale and sold 187 previously
written down  containers for a loss of $4. During the  three-month  period ended
March 31, 1999, the  Partnership  recorded a write-down of $61 on 504 containers
identified for sale and sold 303 previously  written down  containers for a loss
of  $35.  The  Partnership  incurred  losses  on the  sale  of  some  containers
previously  written-down as the actual sales prices received on these containers
were  lower  than the  estimates  used  for the  write-downs,  primarily  due to
unexpected  declines in container  sales prices.  Additionally,  the Partnership
incurred  losses  of $10 and $14 on the  sale of  containers  that  had not been
written-down   during  the   three-months   ended   March  31,  2000  and  1999,
respectively.  If more containers are subsequently  identified as for sale or if
container sales prices continue to decline, the Partnership may incur additional
write-downs on containers and /or may incur losses on the sale of containers.

Management fees to affiliates  decreased $8, or 4%, from the three-month  period
ended  March 31,  1999 to the  comparable  period in 2000,  due to a decrease in
equipment  management fees. The decrease in equipment management fees, which are
based  primarily on gross  revenue,  resulted from the decrease in rental income
and  were  approximately  7%  of  rental  income  for  both  periods.  Incentive
management fees were  comparable at $63 and $62 during the  three-month  periods
ended March 31, 2000 and 1999, respectively.

General and administrative  costs to affiliates  decreased $40, or 30%, from the
three-month  period  ended  March  31,  1999 to the  comparable  period  in 2000
primarily due to a decrease in the allocation of overhead costs from TEM, as the
Partnership represented a smaller portion of the total fleet managed by TEM.

Other expense decreased from an expense of $25 for the three-month  period ended
March 31, 1999 to income of $18 for the comparable  period in 2000. The decrease
was primarily due to the decrease in loss on sale of containers.

Net earnings per limited partnership unit increased from $0.07 to $0.14 from the
three-month  period ended March 31, 1999 to the same period in 2000,  reflecting
the increase in net earnings  allocated to limited  partners  from $253 to $518,
respectively.  The allocation of net earnings  included a special  allocation of
gross  income  to the  General  Partners  in  accordance  with  the  Partnership
Agreement.

Although  substantially  all of the  Partnership's  income  from  operations  is
derived from assets employed in foreign operations, virtually all of this income
is  denominated  in United  States  dollars.  The  Partnership's  customers  are
international  shipping  lines,  which transport  goods on  international  trade
routes.  The  domicile  of the lessee is not  indicative  of where the lessee is
transporting  the  containers.  The  Partnership's  business risk in its foreign
operations lies with the  creditworthiness of the lessees, and the Partnership's
ability to keep its containers under lease,  rather than the geographic location
of the  containers or the domicile of the lessees.  The containers are generally
operated on the international high seas rather than on domestic  waterways.  The
containers are subject to the risk of war or other political, economic or social
occurrence  where  the  containers  are used,  which  may  result in the loss of
containers,  which,  in turn,  may have a material  impact on the  Partnership's
results of operations  and  financial  condition.  The General  Partners are not
aware of any conditions as of March 31, 2000,  which would result in such a risk
materializing.

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

Effect of Date Crossing to Year 2000

There has been no material effect on the Partnership's  financial  condition and
results of  operations as a result of problems  arising from  computer  systems'
abilities to process dates beyond January 1, 2000.  The General  Partners do not
currently  expect any such problems to arise within their own computer  systems.
The  likelihood  that a failure in a third party's system would occur and have a
significant  adverse effect on the Partnership's  operations seems  increasingly
remote,  but no assurance can be given that,  due to  unforeseen  circumstances,
such an event could not occur.  Therefore,  the  Partnership's  contingency plan
remains in place;  that is, the General  Partners  continue to remain capable of
switching  temporarily to manual  operations in the event of a computer system's
failure. There can be no assurance, however, that switching to manual operations
would prevent all adverse effects of any future year 2000 problem.

Forward Looking Statements

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

<PAGE>


                                                SIGNATURES


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


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

                                     By Textainer Financial Services Corporation
                                     The Managing General Partner



                                     By _______________________________
                                        Ernest J. Furtado
                                        Senior Vice President


Date:  May 12, 2000

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


Signature                                Title                                          Date

<S>                                       <C>                                             <C>

________________________                 Senior Vice President,                         May 12, 2000
Ernest J. Furtado                        (Principal Financial and
                                         Accounting Officer) and
                                         Secretary




________________________                 President (Principal Executive                 May 12, 2000
John A. Maccarone                        Officer)


</TABLE>
<PAGE>


                                          SIGNATURES


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


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

                                     By Textainer Financial Services Corporation
                                     The Managing General Partner



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


Date:  May 12, 2000


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

Signature                                   Title                                             Date

<S>                                           <C>                                         <C>


/s/Ernest J. Furtado                     Senior Vice President,                         May 12, 2000
_____________________________            (Principal Financial and
Ernest J. Furtado                        Accounting Officer) and
                                         Secretary




/s/John A. Maccarone                     President (Principal Executive                 May 12, 2000
_____________________________            Officer)
John A. Maccarone

</TABLE>