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


March 27, 1997


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 IV,
L.P. (the  "Partnership")  the Partnership's  Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.

The financial  statements  included in the enclosed Annual Report on Form 10K do
not reflect a change from the  preceding  year in any  accounting  principles or
practices, or in the method of applying any such principles or practices.

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

Sincerely,

Nadine Forsman
Controller
<PAGE>





                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                    FORM 10K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1996

                         Commission file number 0-21228

                    TEXTAINER EQUIPMENT INCOME FUND IV, L.P.
             (Exact name of Registrant as specified in its charter)

     California                                                  94-3147432
(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)

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

           Securities  registered  pursuant to Section 12(b) of the Act:

                                      NONE

           Securities  registered  pursuant to Section 12(g) of the Act:

                     LIMITED PARTNER INTERESTS (THE "UNITS")
                                (Title of Class)

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. 
[ X ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. 
[ ]

State the aggregate  market value of the voting stock held by  nonaffiliates  of
the Registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold,  or the  average  bid and ask  prices of such
stock, as of a specified date within 60 days prior to the date of the filing.

Not Applicable.

Documents Incorporated by Reference

The Registrant's Prospectus as contained in Pre-Effective Amendment No. 2 to the
Registrant's  Registration  Statement, as filed with the Commission on April 10,
1992,  as  supplemented  by  Post-Effective  Amendment  No.  3  filed  with  The
Securities Act of 1933 on May 25, 1993 and as  supplemented  by Supplement No. 8
as filed under Rule 424(b) of the Securities Act of 1933 on March 1, 1994.


<PAGE>





                                     PART I

ITEM 1   DESCRIPTION OF BUSINESS

For more detailed information about the Registrant's  business, see "Business of
the Partnership" in the Registrant's Prospectus as supplemented.

(a)      General Development of Business

         The Registrant is a California  Limited  Partnership  formed on October
         30,  1991 with an  initial  capitalization  of $100 to  purchase,  own,
         operate,  lease,  and  sell  equipment  (the  Equipment)  used  in  the
         containerized  cargo  shipping  industry.   The  Registrant   commenced
         offering units representing  limited  partnership  interests (Units) to
         the  public  on April  30,  1992 in  accordance  with its  Registration
         Statement  and  ceased to offer such  Units as of April 30,  1994.  The
         Registrant raised a total of $136,918,060 from the offering.

         See  Item 10  herein  for a  description  of the  Registrant's  General
         Partners.

(b)      Financial Information About Industry Segments

         Inapplicable.

(c)      Narrative Description of Business

(c)(1)(i)         A container leasing  company  generally,  and  the  Registrant
                  specifically,   is  an  operating   business  comparable  to a
                  rental  car  business.  A customer can lease a car from a bank
                  leasing   department   for a monthly  charge which  represents
                  the cost of the car, plus interest, amortized over the term of
                  the lease; or the customer can rent the same car from a rental
                  car company at a much  higher daily  lease rate.  The customer
                  is willing to pay the higher  daily  rate  for the convenience
                  and value-added  features  provided by the rental car company,
                  the most important  of  which is  the  ability  to pick up the
                  car where it is  most  convenient,  use  it  for  the  desired
                  period of time, and then drop it off at a location  convenient
                  to the  customer.   Rental  car  companies  compete  with  one
                  another on the basis of lease  rates,  availability  of  cars,
                  and  the  provision  of  additional  services.   They generate
                  revenues  by  maintaining  the  highest  lease  rates  and the
                  highest utilization factors that market conditions will allow,
                  and  by  augmenting  this income with  proceeds  from sales of
                  insurance, drop-off fees, and other special  charges.  A large
                  percentage of lease revenues  earned by car  rental  companies
                  are generated under corporate rate agreements  wherein,  for a
                  stated  period  of  time,   employees   of   a   participating
                  corporation  can  rent cars at specific terms,  conditions and
                  rental rates. Buying the cars at fleet prices and selling them
                  in   the  secondary  market  are  also  key  elements  to  the
                  successful operation of a rental car business.

                  Container  leasing  companies and the Registrant  operate in a
                  similar manner by owning and leasing a worldwide  fleet of new
                  and used transportation  containers to international  shipping
                  companies  hauling various types of goods among numerous trade
                  routes. In addition to paying a daily rental rate, all lessees
                  must either provide physical damage and liability insurance or
                  purchase a damage  waiver from the  Registrant,  in which case
                  the  Registrant  agrees  to pay  the  cost  of  repairing  any
                  physical  damage  to  containers  caused by  lessees,  special
                  handling fees and/or  drop-off  charges may also be charged in
                  certain markets.  Container leasing companies compete with one
                  another on the basis of lease rates, availability of equipment
                  and services  provided.  Revenues and profits are generated by
                  maintaining the highest lease rates and the highest  equipment
                  utilization  factors  allowed  by  market  conditions.  Rental
                  revenues from containers  result primarily under master leases
                  which are comparable to the corporate rate  agreements used by
                  rental car companies. The master leases provide that container
                  leasing  customers,  for a specified  period of time, may rent
                  containers  at specific  terms,  conditions  and rental rates.
                  Although  the  terms  of  the  master  lease   governing  each
                  container  do not vary,  the number of  containers  in use can
                  vary from time to time  within the term of the  master  lease.
                  The terms and  conditions of the master lease provide that the
                  lessee  pays a daily  rental  rate  for the  entire  time  the
                  container is in his possession  (whether or not he is actively
                  using it), is responsible for any damage,  and must insure the
                  container against liabilities.  For a more detailed discussion
                  of the leases for the  Partnership's  Equipment,  see "Leasing
                  Policy"   under   "Business   of  the   Partnership"   in  the
                  Registrant's Prospectus, as supplemented. Rental car companies
                  usually  purchase  only new  cars,  but since  containers  are
                  completely  standardized,  a  used  container  in  serviceable
                  condition  usually  rents  for  the  same  rate  as a new  one
                  although  the purchase  price is lower.  The  Registrant  also
                  sells   containers   in  the   course  of  its   business   if
                  opportunities  arise or at the end of the  container's  useful
                  life. See "Business of the  Partnership"  in the  Registrant's
                  Prospectus, as supplemented.

(c)(1)(ii)        Inapplicable.

(c)(1)(iii)       Inapplicable.

(c)(1)(iv)        Inapplicable.

(c)(1)(v)         Inapplicable.

(c)(1)(vi)        Inapplicable.

(c)(1)(vii)       No single  lessee  had  rental  billing  for  the  year  ended
                  December  31,  1996 which was 10% or more of  the total rental
                  billing of the Registrant.

(c)(1)(viii)      Inapplicable.

(c)(1)(ix)        Inapplicable.

(c)(1)(x)         There  are   approximately  80  container   leasing  companies
                  of  which  the top ten control approximately  93% of the total
                  equipment held by all container leasing companies. The top two
                  container  leasing  companies  control  approximately 28% each
                  of   the   total  equipment  held  by  all  container  leasing
                  companies.   Textainer   Equipment   Management   Limited,  an
                  Associate General Partner of the  Registrant  and the  manager
                  of  its  marine  container  equipment,  is  the third  largest
                  container  leasing  company and controls  approximately  9% of
                  the equipment held by all container  leasing  companies.   The
                  Registrant  alone  is   not  a  material  participant  in  the
                  worldwide  container  leasing  market.  The principal  methods
                  of  competition  are  price  and  the  provision  of worldwide
                  service to the international shipping community. Additionally,
                  shipping alliances and other operational consolidations  among
                  shipping   lines   have  recently  allowed  shipping  lines to
                  operate with fewer containers,  thereby decreasing  the demand
                  for leased containers.   Competition among lessors such as the
                  Registrant has, therefore, increased.

(c)(1)(xi)        Inapplicable.

(c)(1)(xii)       Inapplicable.

(c)(1)(xiii)      The Registrant has no employees.  Textainer Financial Services
                  Corporation   (TFS),  the  Managing  General  Partner  of  the
                  Registrant,  is responsible for the overall  management of the
                  business of the  Registrant  and has 26  employees.  Textainer
                  Equipment  Management  Limited  (TEM),  an  Associate  General
                  Partner,  is  responsible  for the  management  of the leasing
                  operations of the Registrant and has a total of 138 employees.

(d)      Financial  Information about Foreign and Domestic Operations and Export
         Sales.

         The  Registrant  is involved in the leasing of shipping  containers  to
         international   shipping   companies   for  use  in  world   trade  and
         approximately  15.27%,  13.16%  and 13.33% of the  Registrant's  rental
         revenue  during the years ended  December  31,  1996,  1995,  and 1994,
         respectively,   was  derived  from  operations  sourced  or  terminated
         domestically.  These  percentages  do not reflect the proportion of the
         Partnership's  income from operations  generated in domestic waterways.
         Substantially  all of  the  Partnership's  income  from  operations  is
         derived from assets  employed in foreign  operations.  See "Business of
         the Partnership" and for discussion of the risks of leasing  containers
         for use in world trade, "Risk Factors" in the Registrant's  Prospectus,
         as supplemented.

ITEM 2 - PROPERTIES

As of December 31, 1996, the Registrant owned the following types and quantities
of equipment:

         20-foot standard dry freight containers                          13,422
         40-foot standard dry freight containers                          17,389
         40-foot high cube dry freight containers                          5,120
                                                                         -------
                                                                          35,931

During  December 1996,  approximately  78% of these shipping  containers were on
lease to international shipping companies,  and the balance were being stored at
shipping  container  manufacturers'  locations  and at a large number of storage
depots located worldwide.

For  information  about  the  Registrant's   property,   see  "Business  of  the
Partnership" and "Risk Factors" in the Registrant's Prospectus, as supplemented.

ITEM 3 - LEGAL PROCEEDINGS

The Registrant is not subject to any legal proceedings.


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

                                  Inapplicable.


                                     PART II


ITEM 5 - MARKET  FOR  THE  REGISTRANT'S  COMMON  EQUITY  AND RELATED STOCKHOLDER
         MATTERS

(a)      Market Information.

(a)(1)(i)         The units of limited  partnership  in the  Registrant  are not
                  publicly traded and there is no established trading market for
                  such  Units.  The  Registrant  has a program  whereby  Limited
                  Partners may redeem Units for a specified redemption price.

(a)(1)(ii)        Inapplicable.

(a)(1)(iii)       Inapplicable.

(a)(1)(iv)        Inapplicable.

(a)(1)(v)         Inapplicable.

(a)(2)            Inapplicable.

(b)      Holders.

(b)(1)   As  of  January  1, 1997,  there  were  8,326   holders  of  record  of
         limited  partnership  interests  in the Registrant.

(b)(2)   Inapplicable.

(c)      Dividends.

         Inapplicable.

For details of the distributions which are made monthly by the Registrant to its
limited partners, see Item 6 "Selected Financial Data".

ITEM 6 - SELECTED FINANCIAL DATA

               (Amounts in thousands except for per unit amounts)

<TABLE>
<CAPTION>
                                                                                                      October 31, 1991
                                                                                                       (inception) to
                                                            Years Ended December 31:                    December 31,
                                             ---------------------------------------------------------
                                                    1996          1995           1994           1993           1992
                                                  -------        -------        ------         ------         ------

<S>                                           <C>                <C>            <C>           <C>              <C>  
Rental Income                                $    23,664         26,797         24,948        17,962           2,382

Net Earnings (Loss)                          $     8,329         11,463          8,242         2,681            (865)

Net Earnings (Loss) per Unit of
  Limited Partnership Interest               $      1.20           1.65           1.25          0.55            (.80)

Distributions Per Unit of
  Limited Partnership Interest               $      2.07           2.02           1.67          1.75            1.20

Distributions Per Unit of Limited
   Partnership Interest representing
   a return of capital                       $      0.87           0.37           0.42          1.20            1.20

Total Assets                                 $   104,029        109,740        112,119       114,897          74,567

Outstanding Balance on
Revolving Credit Line                        $         -              -              -        10,000               -
</TABLE>
                                                       


ITEM 7 - 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 years ended December 31, 1996,
1995 and 1994.  Please refer to the  Financial  Statements  and Notes thereto in
connection with the following discussion.

Liquidity and Capital Resources

From April 30,  1992 until April 30, 1994 the  Partnership  was  involved in the
offering  of  limited  partnership  interests  to the  public.  The  Partnership
received its minimum subscription amount of $5,000 on June 11, 1992 and on April
30, 1994 the Partnership had received a total subscription amount of $136,918.

The Partnership  has set up a program whereby limited  partners may redeem units
for a specified  redemption  value.  The redemption  price is set by formula and
varies  depending  on length  of time  units  are  outstanding.  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 years ended  December 31, 1996,  the
Partnership redeemed 4,690 units for a total dollar amount of $71.

The Partnership  invests working capital and cash flow from operations  prior to
its distribution or reinvestment in additional  Equipment in short-term,  highly
liquid  investments.  It is the policy of the  Partnership to maintain a minimum
working  capital  reserve in an amount  which is the lesser of (i) 1% of capital
contributions  or (ii) $100.  At December 31, 1996,  the  Partnership's  cash of
$2,694 was primarily invested in a market-rate account.

During  the  year  ended  December  31,  1996,  the  Partnership  declared  cash
distributions  to limited  partners  pertaining to the period from December 1995
through November 1996, in the amount of $14,129.  These distributions  represent
10.5% of original capital (measured on an annualized basis) on each unit for the
months of December  1995  through  September  1996 and 9.5% of original  capital
(measured  on an  annualized  basis) on each unit for the months of October  and
November, 1996. The reduction in the Partnership's distribution rate is a result
of the decline in demand for leasing of the Partnership's container rental fleet
which is discussed in detail  below.  Of these  distributions,  on a GAAP basis,
$5,949 was a return of capital and the balance was from net earnings.  On a cash
basis, all of these distributions were from operations.

On December 9, 1992, the Partnership was granted a revolving credit line with an
available  limit  of  $5,000,  subsequently  increased  to  $10,000,  which  was
available for  Equipment  purchases.  This credit  facility was paid in full and
terminated by the Partnership in June of 1994.

At December 31, 1996, the Partnership had committed to purchase  Equipment at an
approximate total purchase price of $160, which includes acquisition fees of $8.
The Partnership  expects to fund the purchase of this Equipment with its cash on
hand. In the event Partnership decides not to purchase the Equipment, one of the
General  Partners  or its  affiliates  will  retain  the  Equipment  for its own
account.

For the year ended December 31, 1996, the  Partnership  had net cash provided by
operating  activities  of $16,578,  compared with net cash provided by operating
activities  of $20,487 for the year ended  December 31, 1995.  This decrease was
primarily  attributable  to a decrease in net earnings of $3,134 and an increase
in net due to affiliates of $1,313,  offset  slightly by an increase in warranty
claims of $512.  Net  earnings  decreased  by 27% in 1996 from 1995 due to a 12%
decrease in rental revenues and a 32% increase in direct container expenses. The
decrease in rental revenues  between periods was due to a decline in utilization
and rental rates and the increase in direct  container  expenses between periods
was  primarily  due to the  decline in  utilization.  The  decline in net due to
affiliates  reflects timing differences in the accrual and payment of net rental
revenues, fees and other expenses to or from TEM and affiliates. Warranty claims
increased due to a settlement with an equipment manufacturer recorded in 1996.

Certain factors have adversely affected and may continue to adversely affect the
Partnership's operations.  Shipping lines, which are the Partnership's principal
lessees,  continue to experience over-capacity which is directly related to: (i)
the delivery of new and much larger ships and,  (ii) a general  slow-down in the
growth of world  containerized  cargo trade. This over-capacity has led to lower
shipping rates, resulting in shipping lines' need to reduce operating costs. The
drive to reduce costs,  coupled with the  availability of inexpensive  financing
and lower container prices,  encouraged shipping lines to purchase,  rather than
lease, a greater number of new containers in 1996 than in previous years. All of
these  factors have led to: (i) a downward  pressure on  container  lease rates;
(ii) an increase in leasing  incentives  and other  discounts  being  granted to
shipping  lines by  container  lessors;  and (iii) a decline in  utilization  of
leased containers. Declining container utilization is discussed more fully below
under "Results of Operations".

Net cash used in investing  activities  (the purchase and sale of Equipment) for
the year ended  December  31,  1996 was $696  compared  with $6,688 for the year
ended December 31, 1995.  This  fluctuation is mostly due to the fact that, on a
cash basis,  the Partnership  bought less Equipment in 1996 than the same period
in 1995. The Partnership has certain used Equipment in its portfolio and expects
to sell this Equipment periodically when it reaches the end of its useful marine
life.  Consistent  with its  investment  objectives,  and the General  Partners'
determination  that Equipment can be profitably  sold or bought at any time, the
Partnership  intends to reinvest all or a  significant  amount of proceeds  from
future Equipment sales in additional Equipment.

Results of Operations

The  Partnership's  income from  operations,  which  consists of rental  income,
container  depreciation,   direct  container  expenses,   management  fees,  and
reimbursement  of  administrative  expenses were directly related to the size of
the container  fleet  ("inventory")  during each of the years ended December 31,
1996,  1995 and 1994.  The  following is a summary of the size of the  container
fleet (in units) available for lease during those periods:

<TABLE>
<CAPTION>
                                                            1996            1995            1994
                                                            ----            ----            ----

<S>                                                         <C>              <C>            <C>   
                          Opening Inventory..........       36,297           35,132         34,282
                          Closing Inventory..........       35,931           36,297         35,132
                          Average....................       36,114           35,715         34,707
</TABLE>

The average  container  fleet  increased  by 1% between  1995 and 1996 and by 3%
between  1994 and 1995.  These  increases  were due in part to  purchase  of new
marine  containers  with proceeds from the sale of used  Equipment and cash flow
from operations.

Rental  income and direct  container  expenses  are also  affected  by the lease
utilization percentages for the Equipment which were 83%, 92% and 90% on average
during the years  ended  December  31,  1996,  1995 and 1994,  respectively.  In
addition, rental income is affected by daily rental rates.

The following is a comparative  analysis  of  the  results of operations for the
years ended  December 31, 1996,  1995 and 1994.

The  Partnership's  income from  operations for the year ended December 31, 1996
was $7,882 on gross rental income of $23,664 compared to $11,007 on gross rental
income of $26,797 for the year ended  December 31,  1995.  The decrease in total
rental  income from the year ended  December 31, 1995 to the same period in 1996
was primarily attributable to income from container rentals, the major component
of total rental income, which decreased by $2,822, or 12%. Income from container
rentals is largely dependent upon three factors:  average on-hire  (utilization)
percentages,  average  daily  rental  rates and  equipment  available  for lease
(average  inventory).   Average  inventory  increased  1%,  average  utilization
decreased  10%, and average daily rental rates  decreased 3% from the year ended
December 31, 1995 to the year ended December 31, 1996.

The  Partnership's  income from  operations for the year ended December 31, 1995
was $11,007 on gross rental income of $26,797 compared to $7,867 on gross rental
income of $24,948 for the year ended  December 31,  1994.  The increase in total
rental income from the year ended December 31, 1994 to the equivalent  period in
1995 was primarily  attributable  to income from  container  rentals,  the major
component of total rental  income,  which  increased by $2,066,  or 9%.  Average
inventory  increased  by 3%,  average  utilization  increased by 2%, and average
daily  rental  rates  decreased  slightly  by 0.7% from the year ended  December
31,1994 to the same period in 1995.

Container  utilization  began to  decline  in late  1995 and  that  decline  has
persisted  throughout 1996 and into 1997. The General Partners believe that this
decrease in demand for leased containers is the result of recent adverse changes
in  the  business  of  its  shipping  line  customers.   These  changes  consist
principally  of: (i) a general  slowdown  in the  growth of world  containerized
cargo  trade,  particularly  in the  Asia-North  America and  Asia-Europe  trade
routes;  (ii)  over-capacity  resulting from the 1996 and 1997 additions of new,
larger  ships to the  existing  container  ship fleet at a rate in excess of the
growth rate in  containerized  cargo trade;  (iii)  shipping line  alliances and
other  operational  consolidations  that have allowed  shipping lines to operate
with fewer containers thereby  decreasing the demand for leased containers;  and
(iv) as noted above,  shipping  lines'  purchased,  rather than leased a greater
number of  containers.  All of these  factors have led to lower  utilization  of
leased  containers,  which in turn has led to  downward  pressure  on  container
rental  rates and  higher  leasing  incentives  and other  discounts  for leased
containers,  further eroding Partnership  profitability.  For the near term, the
General  Partners do not foresee  any changes in this  outlook and caution  that
both utilization and lease rates could continue to 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 equipment under short-term operating leases.

The balance of total  rental  income  consisted  of other  lease-related  items,
primarily  income from  charges to the lessees  for pick-up of  containers  from
prime locations less credits granted to lessees for leasing containers from less
desirable  locations  (location  income),  income  for  handling  and  returning
containers,  and income from charges to the lessees for a damage protection plan
(DPP).  For the year ended  December 31,  1996,  the total of these other rental
income items was $2,055, a decrease of $309 over the equivalent  period in 1995.
This decline was primarily due to a decrease in location income of $362,  partly
offset by an increase in charges to lessees under the damage  protection plan of
$60. The decrease in location income is largely due to lower demand, which drove
drop-off charges to lessees down and increased credits to lessees for picking up
units at less desirable locations.  The increase in DPP revenue is primarily due
to the increase in the number of lessees under the plan.

For the year ended  December  31, 1995,  the total of these other rental  income
items was $2,364,  a decrease of $218 over the equivalent  period in 1994.  This
decline was  primarily  due to a decrease in charges to lessees for handling and
returning  containers  of $300 and a decrease  in  charges to lessees  under the
damage  protection  plan of $189,  partially  offset by an  increase in location
income of $280. Handling income decreased primarily due to increased utilization
and to a decrease in per unit  charges to lessees  for  handling  and  returning
containers.  The decrease in revenue from  lessees  under the damage  protection
plan was  primarily  due to a  cancellation  in this coverage by a large lessee.
Location  income  increased due to higher demand which resulted in fewer pick-up
incentives  granted and higher pick-up  charges on new units and higher drop-off
charges on returned units.

Direct  container  expenses  (excluding bad debt expense)  increased by $981, or
32%,  from the year ended  December  31, 1996,  to the same period in 1995.  The
primary  components of this increase were  increases in storage  expense of $804
and costs  incurred  under the damage  protection  plan of $281.  Storage  costs
increased due to the decline in utilization.  The increase in DPP cost is due to
an increase in the number of units requiring repair under the plan.

Direct container  expenses  (excluding bad debt expense)  decreased by $1,381 or
31% from the year ended  December  31,  1994,  to the same  period in 1995.  The
primary  components of this decline were decreases in storage of $278,  handling
costs of $287, and accrued  expenses under the damage  protection  plan of $507.
Storage and handling costs decreased due to improved  utilization.  The decrease
in the damage protection plan expenses was due in part to a cancellation of this
coverage by a significant  lessee,  as well as a reduction in the average repair
cost for Units covered under the plan.

Bad debt expense  decreased by $488 for the year ended December 31, 1996, to the
same period in 1995.  The decrease was  primarily  due to a reduction in reserve
requirements for a specific lessee during the year ended December 31, 1996.

Bad debt expense  decreased by $236 for the year ended December 31, 1995, to the
same period in 1994, primarily due to lower specific reserve requirements in the
year ended December 31, 1995,  (primarily for two specific lessees which did not
need significant additional reserves in 1995).

Management  fees to  affiliates  as a percentage  of gross revenue were 9.4% and
9.0% for the years ended  December  31, 1996 and 1995,  respectively.  Incentive
management  fees,  which are  based on the  Partnership's  distributions  to the
limited and general  partners,  were 2.5% and 2.2% of gross revenue in the years
ended  December 31, 1996 and 1995.  Equipment  management  fees were 7% of gross
revenue for both periods.

Management  fees to  affiliates  as a percentage  of gross revenue were 9.0% and
9.1% for the years ended  December  31, 1995 and 1994,  respectively.  Incentive
management  fees increased to 2.2% from 2.1% of gross revenue in the years ended
December 31, 1995 and 1994 due to higher  distribution rates in 1995 as compared
to 1994. Equipment management fees were 7% of gross revenue for both periods.

General and administrative costs to affiliates decreased by $432, or 24%, in the
year ended  December 31, 1996 compared to 1995.  This decrease was primarily the
result of a decline in overhead costs allocated from TEM.

General and administrative  costs to affiliates  increased by 5%, or $89, in the
year ended  December  31,  1995  compared  to 1994,  due to a 3% increase in the
average container fleet during these periods.

Other income  (expense)  provided $447 of  additional  income for the year ended
December  31,  1996,  representing  a decrease  of $9 or 2% over the  equivalent
period in 1995.  The  decrease  was due to a $43  decrease in gain from sales of
equipment, partly offset by an increase in interest income of $34.

Other income  (expense)  provided $456 of  additional  income for the year ended
December 31, 1995,  representing  an increase of $81 or 22% over the  equivalent
period in 1994.  The increase was primarily  attributable  to a $150 decrease in
interest expense due to the repayment of the credit facility in 1994,  partially
offset by a $59 decrease in gain from sales of equipment.

Net earnings per limited partnership unit decreased from $1.65 to $1.20 from the
year ended  December 31, 1995, to the year ended  December 31, 1996,  reflecting
the decrease in net earnings  from $11,463 for the year ended  December 31, 1995
to $8,329 for the same period in 1996.

Net earnings per limited partnership unit increased from $1.25 to $1.65 from the
year ended  December 31, 1994, to the year ended  December 31, 1995,  reflecting
the increase in net earnings  from $8,242 for the year ended  December 31, 1994,
to $11,463 for the same period in 1995.

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  Equipment.  The  Partnership's  business  risk in its foreign
operations lies with the  creditworthiness of the lessees, and the Partnership's
ability to keep the Equipment under lease,  rather than the geographic  location
of the  Equipment  or the domicile of the  lessees.  The  Equipment is generally
operated on the international  high seas rather than on the domestic  waterways.
The  Equipment  is subject to the risk of war or other  political,  economic  or
social  occurrence  where the Equipment is used, which may result in the loss of
Equipment,  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 December 31, 1996 which would result in such risk
materializing.

Other risks of the Partnership's  leasing  operations include  competition,  the
cost of  repositioning  Equipment  after  it  comes  off-lease,  the  risk of an
uninsured  loss,  increases in maintenance  expenses or other costs of operating
the  Equipment,  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.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Attached pages 10 to 22.


<PAGE>








                          Independent Auditors' Report



The Partners
Textainer Equipment Income Fund IV, L.P.:

We have audited the  accompanying  balance sheets of Textainer  Equipment Income
Fund IV, L.P. (a  California  limited  partnership)  as of December 31, 1996 and
1995, the related  statements of earnings,  partners' capital and cash flows for
the year ended December 31, 1996, 1995 and 1994. These financial  statements are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Textainer Equipment Income Fund
IV, L.P. as of December  31, 1996 and 1995,  and the results of its  operations,
its partners'  capital and its cash flows for the years ended December 31, 1996,
1995 and 1994, in conformity with generally accepted accounting principles.



                              KPMG Peat Marwick LLP



San Francisco, California
February 17, 1997


<PAGE>


                              TEXTAINER EQUIPMENT INCOME FUND IV, L.P.
                                 (a California limited partnership)

                                           Balance Sheets

                                     December 31, 1996 and 1995
                                       (Amounts in thousands)

<TABLE>
<CAPTION>
                                                                      1996                 1995
                                                                  --------------       --------------

<S>                                                             <C>                    <C>
Assets
Container rental equipment, net of accumulated
   depreciation of $29,128 (1995:  $22,117)                     $        95,626              102,147

Cash                                                                      2,694                1,293

Accounts receivable, net of allowance
   for doubtful accounts of $1,391 (1995:  $1,349)                        5,647                6,191

Organization costs, net of accumulated
   amortization of $220 (1995:  $173)                                        16                   63

Prepaid expenses                                                             46                   46
                                                                  --------------       --------------

                                                                $       104,029              109,740
                                                                  ==============       ==============

Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                             $           629                  457

   Accrued liabilities                                                        -                  190

   Accrued damage protection plan costs (note 1)                            520                  556

   Warranty claims (note 1)                                                 599                   87

   Due to affiliates (note 2)                                               815                  941

   Deferred quarterly distribution (note 1)                                 199                  234

   Equipment purchases payable                                              361                  349
                                                                  --------------       --------------

      Total liabilities                                                   3,123                2,814
                                                                  --------------       --------------

Partners' capital:
   General partners                                                           -                    -

   Limited partners                                                     100,906              106,926
                                                                  --------------       --------------

      Total partners' capital                                           100,906              106,926
                                                                  --------------       --------------

Commitments (note 7)                                           $        104,029              109,740
                                                                  ==============       ==============

See accompanying notes to financial statements
</TABLE>



<PAGE>


                    TEXTAINER EQUIPMENT INCOME FUND IV, L.P.
                       (a California limited partnership)

                             Statements of Earnings

                  Years ended December 31, 1996, 1995 and 1994
      (Dollar  amounts in  thousands  except for unit and per unit amounts)

<TABLE>
<CAPTION>
                                                                      1996               1995               1994
                                                                 ---------------    ---------------    ---------------

<S>                                                            <C>                  <C>                <C>   
Rental Income                                                  $         23,664             26,797             24,948
                                                                 ---------------    ---------------    ---------------

Costs and expenses:
   Direct container expenses                                              4,043              3,062              4,443

   Bad debt expense                                                         234                722                958

   Depreciation and amortization                                          7,587              7,495              7,435

   Professional fees                                                         35                 42                 37

   Management fees to affiliates (note 2)                                 2,233              2,409              2,261

   General and administrative costs to affiliates (note 2)                1,347              1,779              1,690

   Other general and administrative costs                                   303                281                257
                                                                 ---------------    ---------------    ---------------

                                                                         15,782             15,790             17,081
                                                                 ---------------    ---------------    ---------------

   Income from operations                                                 7,882             11,007              7,867
                                                                 ---------------    ---------------    ---------------

Other income (expense):
   Interest income                                                           89                 55                 61

   Interest expense                                                           -                  -              (150)

   Gain on sales of equipment (note 6)                                      358                401                460

   Trading profit, net of cost of equipment sold
      (1994:  $23)                                                            -                  -                  4
                                                                 ---------------    ---------------    ---------------


                                                                            447                456                375
                                                                 ---------------    ---------------    ---------------

   Net earnings                                                $          8,329             11,463              8,242
                                                                 ===============    ===============    ===============

Allocation of net earnings (note 1):
   General partners                                            $            149                155                109

   Limited partners                                                       8,180             11,308               8,133
                                                                 ---------------    ---------------    ---------------

                                                               $          8,329             11,463               8,242
                                                                 ===============    ===============    ===============
Limited partners' per unit share
   of net earnings                                             $           1.20               1.65               1.25
                                                                 ===============    ===============    ===============

Limited partners' per unit share
   of distributions                                            $           2.07               2.02               1.67
                                                                 ===============    ===============    ===============

Weighted average number of limited
   partnership units outstanding                                      6,837,104          6,845,440          6,525,886
                                                                 ===============    ===============    ===============

See accompanying notes to financial statements
</TABLE>



<PAGE>


                                   TEXTAINER EQUIPMENT INCOME FUND IV, L.P.
                                      (a California limited partnership)

                                        Statements of Partners' Capital

                                 Years ended December 31, 1996, 1995 and 1994
                                            (Amounts in thousands)

<TABLE>
<CAPTION>
                                                                            Partners' Capital
                                                          ------------------------------------------------------
                                                            General            Limited               Total
                                                          ------------     -----------------    ----------------

<S>                                                    <C>                  <C>                 <C>
Balances at December 31, 1993                           $           -               102,325             102,325

Proceeds from sales of limited partnership units                    -                11,529              11,529

Syndication and offering costs                                      -               (1,506)             (1,506)

Distributions                                                   (109)              (10,907)            (11,016)

Net earnings                                                      109                 8,133               8,242
                                                          ------------     -----------------    ----------------

Balances at December 31, 1994                                       -               109,574             109,574

Distributions                                                    (155)              (13,861)            (14,016)

Redemptions (note 1)                                                 -                  (95)                (95)

Net earnings                                                       155                11,308              11,463
                                                          ------------     -----------------    ----------------

Balances at December 31, 1995                                        -               106,926             106,926

Distributions                                                    (149)              (14,129)            (14,278)

Redemptions (note 1)                                                 -                  (71)                (71)

Net earnings                                                       149                 8,180               8,329
                                                           ------------     -----------------    ----------------

Balances at December 31, 1996                           $            -               100,906             100,906
                                                           ============     =================    ================


See accompanying notes to financial statements
</TABLE>



<PAGE>


                    TEXTAINER EQUIPMENT INCOME FUND IV, L.P.
                       (a California limited partnership)

                            Statements of Cash Flows

                  Years ended December 31, 1996, 1995 and 1994
                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                                                                1996             1995            1994
                                                                           ---------------  --------------- ---------------

<S>                                                                    <C>                  <C>              <C> 
Cash flows from operating activities:
   Net earnings                                                          $          8,329           11,463           8,242

   Adjustments  to  reconcile  net  earnings to net cash  provided by  
   operating activities:
         Depreciation                                                               7,540            7,448           7,388

         Increase (decrease) in allowance for doubtful accounts                        42             (83)             931

         Amortization of organization costs                                            47               47              47

         Gain on sale of container rental equipment                                  (358)            (401)           (460)

         Changes in assets and liabilities:
            Decrease (increase) in accounts receivable                                 500              525         (1,315)

            Increase (decrease) in due to affiliates, net                               20            1,333            (29)

            (Decrease) increase in accounts payable & accrued liabilities             (18)              183         (1,556)

            (Decrease) increase in accrued damage protection plan costs               (36)            (118)             244

            Increase in warranty claims                                                512               87               -

            Decrease in equipment held for resale                                        -                -              23

            Decrease (increase) in prepaid expenses                                      -                3             (10)

                                                                             ---------------  --------------- ---------------

               Net cash provided by operating activities                             16,578           20,487          13,505
                                                                             ---------------  --------------- ---------------

Cash flows from investing activities:
   Proceeds from sale of equipment                                                    1,497            1,768           4,435

   Equipment purchases                                                               (2,193)          (8,456)         (7,584)

   Decrease in value-added taxes receivable                                                -                -             145
                                                                             ---------------  --------------- ---------------

              Net cash used in investing activities                                    (696)          (6,688)         (3,004)
                                                                             ---------------  --------------- ---------------

Cash flows from financing activities:
    Proceeds from sale of limited partnership units                                       -                -          11,529

    Redemptions of limited partnership units                                            (71)             (95)              -

    Repayments of note payable to bank                                                    -                -         (10,000)

    Distributions to partners                                                        (14,410)         (13,958)       (10,871)

    Syndication and offering costs                                                         -                -         (1,762)
                                                                             ---------------  --------------- ---------------

               Net cash used in financing activities                                (14,481)         (14,053)        (11,104)
                                                                             ---------------  --------------- ---------------

Net increase (decrease) in cash                                                        1,401            (254)           (603)

Cash at beginning of period                                                            1,293            1,547           2,150
                                                                             ---------------  --------------- ---------------

Cash at end of period                                                                  2,694            1,293           1,547
                                                                             ===============  =============== ===============

Interest paid during the period                                          $                 -                -             161
                                                                             ===============  =============== ===============

See accompanying notes to financial statements
</TABLE>



<PAGE>


                    TEXTAINER EQUIPMENT INCOME FUND IV, L.P.
                       (A California limited partnership)

                      Statements of Cash Flows - Continued

                  Years ended December 31, 1996, 1995 and 1994
                             (Amounts in thousands)

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of Equipment purchases, distributions
to partners, syndication and offering costs, and proceeds from sale of Equipment
which had not been paid or received by the  Partnership as of December 31, 1996,
1995,  1994 and 1993 resulting in  differences  in amounts  recorded and amounts
paid or received by the Partnership, as shown in the Statements of Cash Flows.

<TABLE>
<CAPTION>
                                                                    1996          1995            1994          1993
                                                                    ----          ----            ----          ----
<S>                                                         <C>                 <C>             <C>            <C>
Equipment purchases included in:
   Due from affiliates...................................    $         -             -               -            65
   Due to affiliates.....................................              5            53             170             -
   Equipment purchases payable...........................            361           349           1,191           915

Distributions to partners included in:
   Due to affiliates.....................................             18           115              75            16
   Deferred quarterly distribution.......................            199           234             216           130

Syndication and offering costs included in:
   Due to affiliates.....................................              -             -               -           256

Proceeds from sale of Equipment included in:
   Due from affiliates...................................            361           360             272           403
   Accounts receivable...................................              -             2             212             -
</TABLE>

The following table summarizes the amounts of Equipment purchases, distributions
to  partners,  syndications  and  offering  costs,  and  proceeds  from  sale of
Equipment  recorded by the Partnership and the amounts paid or received as shown
on the Statements of Cash Flows for the years ended December 31, 1996,  1995 and
1994.

<TABLE>
<CAPTION>
                                                                                1996            1995            1994
                                                                                ----            ----            ----

<S>                                                                         <C>                <C>             <C>  
Equipment purchases recorded.........................................       $  2,157           7,497           8,095
Equipment purchases paid.............................................          2,193           8,456           7,584

Distributions to partners declared...................................         14,278          14,016          11,016
Distributions to partners paid.......................................         14,410          13,958          10,871

Syndication and offering costs incurred..............................              -               -           1,506
Syndication and offering costs paid..................................              -               -           1,762

Proceeds from sale of Equipment recorded.............................          1,496           1,646           4,516
Proceeds from sale of Equipment received.............................          1,497           1,768           4,435

See accompanying notes to financial statements
</TABLE>
<PAGE>





                    TEXTAINER EQUIPMENT INCOME FUND IV, L.P.
                       (a California limited partnership)

                          Notes to Financial Statements

                 Years ended December 31, 1996, 1995 and 1994
   (Dollar  amounts  in  thousands  except for unit and per unit amounts)


Note 1.  Summary of Significant Accounting Policies

      (a)  Nature of Operations

      Textainer  Equipment Income Fund IV, L.P. (TEIF IV or the Partnership),  a
      California limited  partnership,  was formed on October 30, 1991 to engage
      in the business of owning, leasing and selling both new and used equipment
      related  to  the  international  containerized  cargo  shipping  industry,
      including,  but not limited to, containers,  marine vessels,  trailers and
      other container related  equipment (the Equipment).  TEIF IV offered units
      representing  limited  partnership  interests  (Units) to the public until
      April  30,  1994,  the  close  of the  offering  period,  when a total  of
      6,845,903 Units had been purchased for a total of $136,918.

      Textainer  Financial  Services  Corporation  (TFS) is the managing general
      partner of the Partnership (prior to its name change on April 4, 1994, TFS
      was  known  as  Textainer  Capital  Corporation).  TFS  is a  wholly-owned
      subsidiary  of  Textainer  Capital  Corporation  (TCC)  (prior to its name
      change on April 4,  1994,  TCC was known as  Textainer  (Delaware)  Inc.).
      Textainer  Equipment  Management Limited (TEM) (prior to being redomiciled
      on December 20,  1994,  TEM was known as  Textainer  Equipment  Management
      N.V.) and Textainer Limited (TL) are the 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.
      Textainer  Acquisition  Services  Limited  (TAS)  is an  affiliate  of the
      General  Partners which performs  services  relative to the acquisition of
      Equipment  outside  the United  States on behalf of the  Partnership.  TCC
      Securities  Corporation  (TSC), a licensed broker and dealer in securities
      and an affiliate of the General Partners, was the managing sales agent for
      the offering of Units for sale.  The General  Partners  manage and control
      the affairs of the Partnership.

      (b)  Basis of Accounting

      The  Partnership  utilizes the accrual  method of  accounting.  Revenue is
      recorded  when  earned  according  to the  terms of the  container  rental
      contracts.  These  contracts  are  typically  for a one-year  term and are
      classified as operating  leases.  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.

      (c)  Equipment

      The  Equipment  is carried  at the lower of cost of the assets  purchased,
      which includes  acquisition  fees, or the estimated  recoverable  value of
      such  assets.   Depreciation  of  new  equipment  is  computed  using  the
      straight-line  method over its estimated  useful life of 12 years to a 28%
      salvage  value.  Used  equipment is  depreciated  based upon its estimated
      remaining  useful  life at the date of  acquisition  (from 2 to 11 years).
      When assets are  retired or  otherwise  disposed  of, the cost and related
      accumulated  depreciation  are removed from the accounts and any resulting
      gain or loss is recognized in income for the period.

      In March 1995, the Financial  Accounting  Standards Board issued Statement
      No.  121,   "Accounting  for  the  Impairment  of  Long-Lived  Assets  and
      Long-Lived  Assets to be Disposed of" (SFAS 121). The Partnership  adopted
      SFAS 121  during  1995.  In  accordance  with  SFAS 121,  the  Partnership
      periodically  compares  the  carrying  value of the  Equipment to expected
      future market  conditions for the purpose of assessing the  recoverability
      of the recorded amounts. There were no reductions to the carrying value of
      the Equipment made during 1996 or 1995.

      (d)  Nature of Income from Operations

      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  that  transport  goods  on
      international  trade routes.  Once the Equipment is on-hire with a lessee,
      the  Partnership  has no way of knowing its location.  The domicile of the
      lessee  is  not  indicative  of  where  the  lessee  is  transporting  the
      Equipment.  The Partnership's business risk in its foreign operations lies
      with the  creditworthiness  of the  lessees  rather  than  the  geographic
      location of the Equipment or the domicile of the lessees.

      For the years ended  December 31, 1996,  1995 and 1994  no  single  lessee
      accounted  for more than 10% of the Partnership's revenues.

      (e)  Equipment Held for Resale and Trading Profit

      The  Partnership  bought used  Equipment  for resale during 1994 which was
      valued at the lower of cost or market value.  When the Equipment  held for
      resale was sold,  the cost of Equipment sold was  specifically  identified
      and removed from the accounts and any resulting trading profit or loss was
      recognized  in income for the period.  During the year ended  December 31,
      1994,  the  Partnership  recognized  trading  profit  of $4 on the sale of
      resale  equipment  from  proceeds of $27 with a carrying  value of $23. No
      such equipment was held or sold in 1996 or 1995.

      (f)  Allocation of Net Earnings and Partnership Distributions

      In accordance with the Partnership Agreement,  net earnings or losses, and
      partnership distributions are allocated 1% to the General Partners and 99%
      to the limited partners with the exception of gross income,  as defined in
      the  Partnership  agreement.  Gross  Income is  allocated  to the  General
      Partners  to the extent that their  partners'  capital  accounts  deficits
      exceed the portion of syndication and offering costs allocated to them. On
      termination of the  Partnership,  the General  Partners shall be allocated
      gross income equal to their allocations of syndication and offering costs.

      Actual  cash  distributions  to  the  Limited  Partners  differ  from  the
      allocated net earnings as presented in these financial  statements because
      cash  distributions  are based on cash  available for  distribution.  Cash
      distributions  are paid to the general  and limited  partners on a monthly
      basis in accordance with the provisions of the Partnership Agreement. Some
      limited partners have elected to have their  distributions paid quarterly.
      The Partnership has recorded these  distributions as an accrued  liability
      at December 31, 1996 and 1995.

      (g)  Income Taxes

      The Partnership is not subject to income taxes. Accordingly,  no provision
      for income taxes has been made.  The  Partnership  files federal and state
      information  returns  only.  Taxable  income or loss is  reportable by the
      individual partners.

      (h)  Value Added Taxes Receivable

      During 1993 and 1992, the  Partnership  purchased  trailer  equipment from
      foreign  manufacturers  which was  subject  to  value-added  taxes.  These
      value-added taxes were fully refunded to the Partnership in 1994.

      (i)  Organization Costs

      Organization costs are being amortized on a straight-line  basis over five
      years.

      (j)  Acquisition Fees

      In accordance with the Partnership Agreement, acquisition fees are paid to
      the General  Partners or TAS equal to 5% of Equipment  purchase price (see
      note 2). These fees are capitalized as part of the cost of the Equipment.

      (k)  Damage Protection Plan

      The Partnership  offers a Damage  Protection Plan (the Plan) to lessees of
      its  Equipment.  Under  the  terms  of the  Plan,  the  Partnership  earns
      additional  revenues on a daily basis and, as a result, has agreed to bear
      certain repair costs. It is the Partnership's  policy to recognize revenue
      when earned and provide a reserve  sufficient  to cover the  Partnership's
      obligation  for estimated  future  repair costs.  At December 31, 1996 and
      1995, this reserve was equal to $520 and $556, respectively.

      (l)  Warranty Claims

      During 1996 and 1995, the Partnership  settled warranty claims against two
      equipment  manufacturers.  The  Partnership  is amortizing  the settlement
      amount over the  remaining  estimated  useful life of the  equipment  (ten
      years),  reducing  maintenance  costs over that time. At December 31, 1996
      and 1995, the  unamortized  portion of the settlement  amount was $599 and
      $87, respectively.

      (m)  Limited Partners' Per Unit Share of Net Earnings and Distributions

      Limited  partners'  per unit share of both net earnings and  distributions
      were  computed  using the  weighted  average  number of units  outstanding
      during  the years  ended  December  31,  1996,  1995 and  1994,  which was
      6,837,104, 6,845,440 and 6,525,886, respectively.

      (n)  Redemptions

      The following  redemption  offerings were  consummated by the  Partnership
      during the years ended December 31, 1996 and 1995:
<TABLE>
<CAPTION>
                                                                               Average
                                                   Units Redeemed          Redemption Price           Amount Paid

<S>                                               <C>                      <C>                       <C>
      Year ended December 31, 1995:
          3rd quarter.............                      6,025                  $15.70                    $  95
                                                        -----                                              ---

      Year ended December 31, 1996:
          1st quarter.............                      2,068                  $15.60                       32
          3rd quarter.............                      2,622                  $14.87                       39
                                                        -----                                               --

                                                        4,690                  $15.19                       71
                                                        -----                                              ---

     Partnership to date..........                     10,715                  $15.48                    $ 166
                                                       ======                                              ===

</TABLE>
      There were no  redemptions  during the year ended  December 31, 1994.  The
      redemption price is fixed by formula and varies depending on the length of
      time the units have been outstanding.

      (o)  Fair Value of Financial Instruments

      To meet the reporting requirements of Financial Accounting Standards Board
      Statement   No.   107,   "Disclosures   about  Fair  Value  of   Financial
      Instruments,"  the  Partnership  calculates  the fair  value of  financial
      instruments and includes this  additional  information in the notes to the
      financial  statements when the fair value is different than the book value
      of those  financial  instruments.  At December 31, 1996 and 1995, the fair
      value of the Partnership's  financial instruments  approximate the related
      book value of such instruments.

      (p)  Reclassifications

      Certain  reclassifications,  not affecting net earnings, have been made to
      prior year amounts in order to conform with the 1996  financial  statement
      presentation.

Note 2.  Transactions with Affiliates

      During the offering  period,  the Partnership  paid a managing sales agent
      fee to TSC of up to 9% of the  gross  proceeds  from the  sale of  limited
      partnership   units,  from  which  TSC  paid  commissions  to  independent
      participating   broker/dealers   who   participated   in   the   offering.
      Additionally,  the Partnership reimbursed the General Partners and TSC for
      certain organizational and offering costs, incurred in connection with the
      organization  of the  Partnership,  up to maximum of 6% of gross  proceeds
      raised as allowed  in the  Partnership  Agreement.  These  amounts,  which
      totaled  $16,648,  were deducted as syndication  and offering costs in the
      determination  of  net  limited  partnership  contributions.  Organization
      expenses,  which  resulted  from the  formation of the  Partnership,  were
      capitalized as organization costs.

      As part of the operation of the Partnership,  the Partnership is to pay to
      the General Partners an acquisition  fee, an incentive  management fee, an
      equipment 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 $104, $397 and
      $374 of equipment  acquisition  fees as part of Equipment costs during the
      years ended December 31, 1996, 1995 and 1994,  respectively,  and incurred
      $590, $592 and $516 of incentive  management fees in the same periods.  No
      equipment liquidation fees were incurred in 1996, 1995 or 1994.

      The Equipment of the  Partnership  is managed by TEM. Prior to sale of the
      Partnership's  trailer  fleet in 1994 (note 6), TEM had an agreement  with
      its 50%-owned  subsidiary  Contrail  International  Services B.V. (CIS) to
      manage  these  trailers.  In its role as  manager,  TEM has  authority  to
      acquire,  hold,  manage,  lease,  sell and  dispose  of the  Partnership's
      Equipment.  Additionally,  TEM holds,  for the payment of direct operating
      expenses, a reserve of cash that has been collected from Equipment leasing
      operations; such cash is included in the net due to affiliates at December
      31, 1996 and 1995.

      Subject to certain reductions, TEM receives a monthly Equipment management
      fee equal to 7% of gross revenues  attributable to operating leases and 2%
      of gross  revenues  attributable  to full payout net leases.  Prior to the
      sale of its trailer  fleet in 1994,  such fees  allocable  to CIS, if any,
      were passed through by TEM for services rendered.  In 1996, 1995 and 1994,
      equipment management fees totaled $1,643, $1,817 and $1,745, respectively.
      The Partnership's Equipment is or was leased by TEM and CIS to third party
      lessees on operating  master  leases,  spot  leases,  term leases and full
      payout net leases.  The majority of the Partnership's  Equipment is leased
      under operating 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 borne by TFS, TEM,  and,  prior to the sale of its trailer
      fleet,   CIS.  During  1996,  1995,  and  1994,  costs  allocated  to  the
      Partnership for salaries were $708, $847 and $909,  respectively and other
      general and administrative costs were $639, $932 and $781, respectively.

      TEM and CIS allocate  these costs based on the ratio of the  Partnership's
      interest in managed  Equipment to the total  Equipment  managed by TEM and
      CIS during the period. Indirect general and administrative costs allocated
      to the  Partnership  by TEM and CIS were $1,173,  $1,500 and $1,444 during
      1996, 1995 and 1994, respectively.

      TFS allocates indirect general and administrative costs to the Partnership
      based on the ratio of the  Partnership's  Equipment to the total Equipment
      of all limited  partnerships  managed by TFS. TFS allocated $174, $279 and
      $246 of these  indirect  costs to the  Partnership  during 1996,  1995 and
      1994, respectively.

      The General  Partners or TAS may acquire  Equipment  in their own name and
      hold  title on a  temporary  basis for the  purpose  of  facilitating  the
      acquisition of such Equipment for the Partnership.  The Equipment 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  or TAS  are  entitled  to an  acquisition  fee  for any
      Equipment resold to the Partnership.

      At December 31, 1996 and 1995 due to affiliates is comprised of:
<TABLE>
<CAPTION>
                                                                                     1996                1995
                                                                                     ----                ----
<S>                                                                        <C>                          <C>
                     Due to TL.........................................    $            1                  11
                     Due to TFS........................................                50                  87
                     Due to TCC........................................                36                  16
                     Due to TAS........................................                 5                  31
                     Due to TEM........................................               723                 795
                     Due to TGH........................................                 -                   1
                                                                              -------------       ------------
                                                                           $          815                 941
                                                                              =============       ============

</TABLE>
      These amounts  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  payment  of  expenses  and fees
      described  above or the accrual and remittance of net rental revenues from
      TEM and CIS.

      Prior to July 1994, it was the policy of the  Partnership  and the General
      Partners to charge interest on intercompany  balances outstanding for more
      than one month. Interest was charged at the prime rate plus 2%. As of July
      1994,  this  policy was  changed so that the  Partnership  is not  charged
      interest on intercompany balances except for loans on equipment purchases.
      Interest is charged at a rate not greater  than the General  Partners'  or
      affiliates' own cost of funds. The Partnership  incurred  interest expense
      of $9 on intercompany  balances  payable to TFS and TEM for the year ended
      December 31, 1994. There was no interest charged on intercompany  balances
      for 1996 or 1995.

Note 3.   Rentals under Operating Leases

      The following is a schedule by year of minimum future  rentals  receivable
      on noncancelable operating leases as of December 31, 1996:

<TABLE>
<CAPTION>
                  Year ending December 31:

<S>               <C>                                                                         <C>    
                  1997...............................................................         $ 1,313
                  1998...............................................................             174
                  1999...............................................................              10
                  2000...............................................................               1
                                                                                            ---------

                  Total minimum future rentals receivable............................         $ 1,498
                                                                                               ======
</TABLE>

Note 4.   Note Payable

      On December 9, 1992, the Partnership  was granted a revolving  credit line
      with an  available  limit of $5,000,  subsequently  increased  to $10,000,
      which was available for equipment purchases.  In 1994, the credit line was
      repaid in full and terminated.

Note 5.   Income Taxes

      At December 31, 1996, 1995 and 1994,  there were temporary  differences of
      $44,247,  $31,461,  and  $20,195,  respectively,   between  the  financial
      statement carrying value of certain assets and liabilities and the federal
      income tax basis of such assets and liabilities. The reconciliation of net
      income for financial statement purposes to net loss for federal income tax
      purposes  for the years ended  December  31,  1996,  1995,  and 1994 is as
      follows:

<TABLE>
<CAPTION>
                                                                              1996               1995          1994
                                                                              ----               ----          ----

<S>                                                                        <C>                 <C>             <C>  
        Net income per financial statements                                $ 8,329             11,463          8,242

        Increase (decrease) in provision for bad debt                           42                (83)           931
        Depreciation for income tax purposes in excess
          of depreciation for financial statement purposes                 (13,198)           (12,761)       (11,841)
        Gain on sale of fixed assets for financial statement
          purposes in excess of  gain recognized
          for federal income tax purposes                                      362                242            495
        (Decrease) increase in damage protection
          plan reserve                                                         (36)              (118)           244
        Decrease in reserve for trailer maintenance
         and repairs                                                             -                  -           (193)
        Increase in warranty claims                                             78                  -              -
        Other                                                                   40                 38             37
                                                                          ---------            -------        -------
        Net loss for federal income tax purposes                          $ (4,383)            (1,219)        (2,085)
                                                                          =========            =======        =======
</TABLE>


Note 6.  Sale of Trailer  Fleet

      On  September  30, 1994 and October 31,  1994,  the  Partnership  sold its
      trailer  fleet,  managed by CIS, to an unrelated  purchaser.  The proceeds
      from this sale were $2,252 compared to the Partnership's cost basis in the
      equipment of $2,370.  (This cost basis does not include the repair reserve
      of $200 which the  Partnership  maintained  while it owned the equipment.)
      The resulting  loss from the sale was $118. The  Partnership  invested the
      proceeds from this sale into additional marine container rental equipment.

Note 7.   Commitments

      At December 31, 1996, the Partnership has committed to purchase  equipment
      at an approximate total purchase price of $160 which includes  acquisition
      fees of $8. These  commitments  were made to TAS which, as the contracting
      party,  has in turn  committed to purchase this equipment on behalf of the
      Partnership.



<PAGE>



ITEM 9 - CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

         There have been none.

                                    PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Registrant has no officers or directors.

As described in the Prospectus, the Registrant's three original general partners
were TCC, TEM and TI which have comprised the Textainer Group. Effective October
1, 1993,  the Textainer  Group  streamlined  its  organization  by forming a new
holding company, Textainer Group Holdings Limited (TGH), and the shareholders of
the underlying companies which include the General Partners have accepted shares
in TGH in  exchange  for their  shares in the  individual  companies.  Textainer
Financial  Services  Corporation  (TFS) is the managing  general  partner of the
Partnership  (prior  to its  name  change  on April 4,  1994,  TFS was  known as
Textainer Capital  Corporation).  TFS is a wholly-owned  subsidiary of Textainer
Capital  Corporation  (TCC) (prior to its name change on April  4,1994,  TCC was
known as Textainer  (Delaware) Inc.).  Textainer  Equipment  Management  Limited
(TEM) is an associate  general partner of the  Partnership.  Textainer Inc. (TI)
was an associate  general partner of the Partnership  through September 30, 1993
when it was replaced in that capacity by Textainer  Limited (TL),  pursuant to a
corporate reorganization effective October 1, 1993, which caused TFS, TEM and TL
to fall under the common  ownership of TGH.  (The managing  general  partner and
associate  general  partners  are  collectively   referred  to  as  the  General
Partners).  Pursuant to this restructuring,  TI transferred substantially all of
its assets  including all of its rights and duties as associate  general partner
to TL. This transfer was effective from October 1, 1993. The end result was that
TFS,  TEM and TL now  serve  as  General  Partners  for the  Registrant  and are
wholly-owned or  substantially-owned  subsidiaries of TGH. The General  Partners
also act in this capacity for other limited partnerships.  Textainer Acquisition
Services  Limited (TAS) is an affiliate of the General  Partners  which performs
services  relative to the acquisition of Equipment  outside the United States on
behalf of the Partnership.  TCC Securities  Corporation (TSC), a licensed broker
and dealer in  securities  and an  affiliate  of the General  Partners,  was the
managing sales agent for the offering of Units for sale.

TFS,  as  the  Managing  General  Partner,   is  responsible  for  managing  the
administration  and operation of the  Registrant,  and for the  formulation  and
administration of investment policies.

TEM, an Associate  General Partner,  manages all aspects of the operation of the
Registrant's Equipment.

TL, an Associate  General  Partner,  owns a fleet of container  rental equipment
which is  managed  by TEM.  TL  provides  advice  to the  Partnership  regarding
negotiations  with financial  institutions,  manufacturers and equipment owners,
and regarding the terms upon which particular items of Equipment are acquired.

Section 16(a) Beneficial Ownership Reporting Compliance.

      Section  16(a)  of the  Securities  Exchange  Act  of  1934  requires  the
      Partnership's  General Partners,  policy-making  officials and persons who
      beneficially  own more than ten  percent  of the Units to file  reports of
      ownership  and  changes in  ownership  with the  Securities  and  Exchange
      Commission.  Copies  of  these  reports  must  also  be  furnished  to the
      Partnership.

      Based  solely on a review of the  copies of such  forms  furnished  to the
      Partnership or on written  representations  that no forms were required to
      be filed,  the  Partnership  believes that with respect to its most recent
      fiscal year ended December 31, 1996, all Section 16(a) filing requirements
      were  complied  with,  except  that  Philip K.  Brewer  filed his  initial
      statement of beneficial interest on Form 3 late. No director,  officer, or
      beneficial  owner  owned  more  than 10  percent  of any  interest  in the
      Partnership.  None of the  foregoing  failed  to file or  filed  late  any
      reports of transactions in the Units.

The directors and executive officers of the General Partners are as follows:
<TABLE>
<CAPTION>

Name                             Age    Position

<S>                               <C>   <C>                                                  
Neil I. Jowell                    63    Director and Chairman of TGH, TEM, TL, TFS and TCC
James E. Hoelter                  57    President  and CEO of TGH, TL, TFS and TCC,  Director of TGH,  TEM, TL, TFS,
                                        TCC and TSC
John A. Maccarone                 52    President and CEO of TEM, Vice  President of TGH,  Director of TGH, TEM, TL,
                                        TFS, TCC and TSC
Cara D. Smith                     34    President and CEO of TSC and Director of TCC and TFS
John R. Rhodes                    47    Executive  Vice  President,  CFO, and Secretary of TGH, TEM, TL, TFS and TCC
                                        and Director of TEM, TFS and TCC
Alex M. Brown                     58    Director of TGH, TEM, TL, TCC and TSC
Harold J. Samson                  75    Director of TGH, TL and TSC
Philip K. Brewer                  40    Senior Vice President - Capital Markets for TGH and TL
Robert D. Pedersen                38    Senior Vice President - Marketing for TEM
Anthony C. Sowry                  44    Vice President - Operations and Acquisitions for TEM
Jens W. Palludan                  46    Vice President - Americas/Africa/Australia for TEM
Robert S.A. Goodall               39    Vice President - Europe/Middle East/India for TEM
Wing Sing Mak                     39    Vice President - South Asia for TEM
Masanori Sagara                   41    Vice President - North Asia for TEM
Stefan Mackula                    44    Vice President - Equipment Resale for TEM
Ernest J. Furtado                 41    Vice President, Finance and Assistant Secretary of TGH, TEM and TL
Richard G. Murphy                 44    Vice President - Risk Management for TEM
Janet S. Ruggero                  48    Vice President - Administration and Marketing Services for TEM
Adnan Z. Abou Ayyash              52    Director of TGH and TL
Isam K. Kabbani                   62    Director of TGH and TL
S. Arthur Morris                  63    Director of TGH, TEM and TL
Dudley R. Cottingham              45    Assistant Secretary, Vice President and Director of TGH, TEM and TL
James S. McCaffrey                41    Executive Vice President,  Chief Operating Officer,  Assistant Secretary and
                                        Director for TFS and TCC
Jeanene K. Gomes                  43    Assistant Secretary of TFS and TCC, Secretary and Compliance Officer of TSC
</TABLE>


          Neil I. Jowell is Director and  Chairman of TGH,  TEM, TL, TFS and TCC
and a member of the  Investment  Advisory  Committee  and  Equipment  Investment
Committee (see  "Committees"  below). He has served on the Board of Trencor Ltd.
since  1966  and as  Chairman  since  1973.  He is  also a  director  of  Mobile
Industries, Ltd. (1969 to present), an Affiliate of Trencor, and a non-executive
director of Forward  Corporation  Ltd. (1993 to present).  Trencor is a publicly
traded  diversified  industrial group listed on the Johannesburg Stock Exchange.
Its business is the  leasing,  owning,  managing  and  financing of marine cargo
containers   worldwide  and  the   manufacture  and  export  of  containers  for
international  markets.  In  South  Africa,  it  is  engaged  in  manufacturing,
transport,  trading  and  exports of general  commodities.  Trencor  also has an
interest in Forward  Corporation  Ltd., a publicly traded holding company listed
on the Johannesburg Stock Exchange.  It has interests in industrial and consumer
businesses  operating in South Africa and abroad.  Mr. Jowell became  affiliated
with the General  Partners and its affiliates when Trencor  became,  through its
beneficial  ownership in two controlled  companies,  a major  shareholder of the
Textainer  Group in  1992.  Mr.  Jowell  has over 36  years'  experience  in the
transportation  industry. He holds an M.B.A. degree from Columbia University and
a B.Com.L.L.B. from the University of Cape Town.

          James E. Hoelter is President and Chief Executive  Officer of TGH, TL,
TFS and TCC and a director of TGH,  TEM, TL, TFS, TCC and TSC. As President  and
Chief  Executive  Officer of TGH, Mr. Hoelter is responsible  for overseeing the
management of, and  coordinating  the activities of, TEM, TL, TFS and TCC. He is
also  responsible  for overseeing  TEM's  equipment  management  operations.  In
addition,  Mr.  Hoelter is  Chairman  of the Credit  Committee,  the  Investment
Advisory  Committee and the Equipment  Investment  Committee (see  "Committees",
below).  Prior to joining the Textainer Group in 1987, Mr. Hoelter was president
of Intermodal  Equipment Associates ("IEA") in San Francisco,  California,  from
the  company's  inception in 1979 until 1987.  Mr.  Hoelter  co-founded  IEA and
directed its sponsorship of ten public and private  investment  programs,  which
provided  more than $100 million of equity from 10,000  investors.  From 1976 to
1978,  Mr.  Hoelter was Vice President - North America for Trans Ocean Ltd., San
Francisco,  a marine container leasing company, where he was responsible for all
leasing  operations in that area. From 1971 to 1976, he was associated with Itel
Corporation, San Francisco, where he held a number of positions, the most recent
of which was director of financial  leasing for Itel's Container  Division.  Mr.
Hoelter  received his B.B.A. in business  administration  from the University of
Wisconsin, where he currently serves as a member of its Business School's Dean's
Advisory  Board,  and his M.B.A.  from the Harvard  Graduate  School of Business
Administration.

          John A.  Maccarone is President and CEO of TEM, Vice  President of TGH
and a director  of TGH,  TEM,  TL,  TFS,  TCC and TSC.  In this  capacity  he is
responsible  for the  performance  of  TEM's  worldwide  fleet of  marine  cargo
containers.  Additionally, he is a member of the Equipment Investment Committee,
the Credit Committee and the Investment  Advisory  Committee (see  "Committees",
below).  Mr.  Maccarone was instrumental in co-founding IEA with Mr. Hoelter and
held a variety of  executive  positions  with IEA from 1979 until 1987,  when he
joined the Textainer Group. Mr. Maccarone was previously a Director of Marketing
for Trans Ocean Leasing  Corporation  in Hong Kong with  responsibility  for all
leasing  activities in Southeast  Asia.  From 1969 to 1977, Mr.  Maccarone was a
marketing  representative  for  IBM  Corporation.  He  holds  a B.S.  degree  in
Engineering  Management  from  Boston  University  and  an  M.B.A.  from  Loyola
University of Chicago.

          Cara  D.  Smith  is  President  and Chief Executive  Officer of TSC, a
director of TFS and TCC and a member of the Investment  Advisory  Committee (see
"Committees",  below).  In  this  capacity  Ms.  Smith  is  responsible  for the
organization, marketing and after-market support of TSC's  investment  programs.
Ms. Smith joined  Textainer in 1992,  and prior to 1996,  was Vice  President of
Marketing.  Ms. Smith has worked in the  securities  industry for  the  past  13
years.  Ms.  Smith's  extensive  experience  ranges from compliance and investor
relations  to  administration  and marketing of equipment leasing,  multi-family
housing and tax credit investment  programs.  She holds five securities licenses
and is a registered principal.  Ms. Smith is also a member of the  International
Association of Financial Planners.

          John R. Rhodes is Executive Vice President,  Chief  Financial  Officer
and  Secretary of TGH,  TEM, TL, TFS and TCC and a director of TEM, TFS and TCC.
In this capacity he is responsible for all accounting, financial management, and
reporting  functions for the Textainer  Group. He is also a member of the Credit
Committee,  the Equipment Investment Committee and Investment Advisory Committee
(see  "Committees",  below).  Prior to joining  Textainer in November  1987, Mr.
Rhodes was Vice President of Finance for Greenbrier  Capital  Corporation in San
Francisco,  a trailer  leasing and management  company,  from 1986 to 1987; from
1981 to 1985, he was employed by Gelco Rail Services, an intermodal refrigerated
trailer  company in San  Francisco,  first in the capacity of Vice President and
Controller  and then as Senior Vice President and General  Manager.  Mr. Rhodes'
earlier  business  affiliations  include  serving as Vice  President and General
Manager  of Itel  Capital  Corporation  and as  senior  accountant  with  Arthur
Andersen & Co., both in San Francisco.  He is a Certified Public  Accountant and
holds a B.A. in economics from Stanford  University and an M.B.A.  in accounting
from Golden Gate University.

          Alex  M.  Brown  is  a  director  of  TGH,   TEM,  TL,  TCC  and  TSC.
Additionally,  he is a member  of the  Equipment  Investment  Committee  and the
Investment  Advisory  Committee  (see  "Committees",  below).  Mr.  Brown became
affiliated  with the  Textainer  Group in April 1986.  From August 4, 1987 until
October 1993, he was President and Chief  Executive  Officer of Textainer,  Inc.
and the Chairman of the Textainer  Group.  From June 1993 to present,  Mr. Brown
has been Chief Executive Officer of AAF, a company  affiliated with Trencor Ltd.
AAF is a publicly listed company on the London Stock Exchange and is involved in
manufacturing  and leasing modular buildings and construction  scaffolding.  Mr.
Brown  is  Chairman  of  WACO  International  Corporation,  which  is  based  in
Cleveland,  Ohio.  WACO  manufactures,  rents and erects  scaffolding  and other
associated  construction products throughout the USA. Mr. Brown was the managing
director of Cross  County  Leasing in England from 1984 until it was acquired by
Textainer in 1986.

          Harold J. Samson is a director of TGH, TL and TSC and is a  member  of
the  Investment   Advisory   Committee (see  "Committees",  below).  Mr.  Samson
served as a consultant  to various  securities  firms since  1981 to 1989.  From
1974 to 1981 he was Executive Vice  President of Foster & Marshall,  Inc., a New
York Stock  Exchange  member firm based in Seattle.  Mr.  Samson was a  director
of IEA from 1979 to 1981. From 1957 to 1984 he served as Chief Financial Officer
in  several New York  Stock  Exchange  member  firms.  Mr.  Samson  holds a B.S.
in  Business Administration from the University of California, Berkeley and is a
California Certified Public Accountant.

          Philip K. Brewer is Senior Vice  President - Capital  Markets for  TGH
and TL. Mr.  Brewer is  responsible for optimizing the capital  structure of and
identifying  new sources of finance for Textainer.  Prior to  joining  Textainer
in 1996,  Mr.  Brewer  worked at  Bankers  Trust  from 1990  to  1996,  starting
as a Vice  President  in Corporate  Finance and ending as Managing  Director and
Country  Manager for  Indonesia;  from 1989 to 1990, he was  Vice  President  in
Corporate Finance at Jarding Fleming;  from 1987 to 1989, he was Capital Markets
Advisor to the United States Agency for International Development; and from 1984
to 1987 he was an Associate with Drexel Burnham Lambert in New York.  Mr. Brewer
holds an M.B.A.  in Finance  from the  Graduate  School of  Business at Columbia
University, and a B.A. in Economics and Political Science from Colgate 
University.

          Robert  D.  Pedersen  is based in San  Francisco  and is  Senior  Vice
President - Marketing for TEM,  responsible  for  worldwide  sales and marketing
related  activities.  Mr.  Pedersen  is a member of the  Credit  Committee  (see
"Committees"  below).  He joined TEM in 1991 as Regional Vice  President for the
Americas  Region.  Mr. Pedersen has extensive  experience in the industry having
held a variety of positions  with Maersk Line, a container  shipping  line (from
1978 to 1984),  XTRA,  a  container  lessor  (1985 to 1988) and Klinge  Cool,  a
manufacturer of refrigerated  container  cooling units (1989 to 1991),  where he
was worldwide  sales and marketing  director.  Mr. Pedersen is a graduate of the
A.P. Moller shipping and transportation  program and Merkonom Business School in
Copenhagen, majoring in Company Organization.

          Anthony C. Sowry is Vice President - Operations and  Acquisitions  for
TEM. Mr. Sowry supervises all international container operations and maintenance
and technical  functions  for the fleets under  management.  In addition,  he is
responsible for the acquisition of all new and used containers for the Textainer
Group. He began his affiliation with TEM in 1988 and previously  served as Fleet
Quality  Control  Manager for Textainer Inc. from 1982 through March 1988. He is
also a member of the Credit  Committee  and the Equipment  Investment  Committee
(see  "Committees",  below).  From 1980 to 1982, he was  operations  manager for
Trans  Container  Services in London;  and from 1978 to 1982, he was a technical
representative  for Trans Ocean  Leasing,  also in London.  He received his B.A.
degree in business management from the London School of Business. Mr. Sowry is a
member of the Technical  Committee of the  International  Institute of Container
Lessors and a certified container inspector.

          Jens W.  Palludan  is  based  in New  York and  is  Vice  President  -
Americas/Africa/Australia  for TEM, responsible  for  coordinating  all  leasing
activities  in North  and  South  America,  Africa  and  Australia/New  Zealand.
Mr.  Palludan  spent his career  from 1969  through  1992  with  Maersk  Line of
Copenhagen,  Denmark in a variety of key  management  positions in both  Denmark
and overseas.  Prior to joining TEM in 1993 Mr.  Palludan was  General  Manager,
Equipment  and  Terminals,  where  he  was  responsible  for  a  fleet  of  over
200,000  TEUs. Mr. Palludan holds an M.B.A. from the Centre European D'Education
Permanente, Fontainebleau, France.

         Robert  S.A.  Goodall  is  based  in  London  and is Vice  President  -
Europe/Middle East/India for TEM,  in  which  capacity  he  is  responsible  for
coordinating  all leasing  activities in these three  areas  of  operation.  Mr.
Goodall joined TEM in September 1994.  Previously,  Mr. Goodall spent his career
from July 1990 until August 1994 with Tiphook  Container  Rental,  during  which
time  he  held  numerous  senior  marketing  positions  within  the company.  He
was responsible for setting up their green field  operation  in  North  America,
which he successfully  ran from inception for three  years.   Mr.  Goodall  also
spearheaded a quality  program   within   the   company   which   received   ISO
accreditation for the Tank Container  operation and associated  business  areas.
Mr. Goodall has  spent  nearly  sixteen  years  in  the  container  leasing  and
transport  industry.  Mr.  Goodall  graduated from Bloxham College,  Oxfordshire
and Business Studies at West London College.

         Wing  Sing  Mak  is  based  in  Singapore  and  is  the  Regional  Vice
President - South Asia. Mr. Mak is responsible for container leasing  activities
in  North/Central  People's  Republic of China (PRC),  Hong Kong and South China
(PRC),  and  Southeast  Asia.  Mr. Mak most  recently was the Regional  Manager,
Southeast  Asia, for Trans Ocean Leasing,  working there from 1994 to 1996. From
1987 to 1994, Mr. Mak worked with Tiphook as their Regional General Manager, and
with OOCL from 1976 to 1987 in a variety of  positions,  most  recently as their
Logistics Operations Manager.

          Masanori  Sagara is the  Regional  Vice President - North Asia of TEM.
Mr.  Sagara is  responsible  for  Textainer's  marketing  activities  in  Japan,
Korea,  and Taiwan.  Mr. Sagara joined  Textainer in 1990 and  was the company's
Marketing  Director in Japan  through 1996.  From  1987  to  1990,  he  was  the
Marketing  Manager with IEA.  Mr. Sagara's  other  experience  in  the container
leasing  business  includes  marketing  management at Genstar from 1984 to  1987
and various container  operations  positions  with  Thoresen & Company from 1979
to 1984.  Mr. Sagara holds a Bachelor of Science degree in Economics from Aoyama
Bakuin University.

          Stefan Mackula is Vice President - Equipment  Resale for TEM, in which
capacity he coordinates the worldwide sale of equipment into secondary  markets.
Mr. Mackula also served as Vice President - Marketing for TEM, in which capacity
he was responsible for  coordinating all leasing  activities in Europe,  Africa,
and the Middle  East.  He joined TEM in 1983 as Leasing  Manager  for the United
Kingdom. Prior to joining TEM, Mr. Mackula held, beginning in 1972, a variety of
positions in the international container shipping industry.

          Ernest J. Furtado is Vice President,  Finance and Assistant  Secretary
of TGH,  TEM and TL, in which  capacity he is  responsible  for all  accounting,
financial  management,  and  reporting  functions  for TGH, TEM and TL. Prior to
joining Textainer in May 1991, Mr. Furtado was Controller for Itel Instant Space
and manager of accounting for Itel Containers International Corporation, both in
San Francisco,  from 1984 to 1991. Mr. Furtado's  earlier business  affiliations
include  serving as audit manager for Wells Fargo Bank and as senior  accountant
with John F.  Forbes & Co.,  both in San  Francisco.  He is a  Certified  Public
Accountant  and holds a B.S. in business  administration  from the University of
California  at Berkeley and an M.B.A.  in  information  systems from Golden Gate
University.

          Richard G. Murphy is Vice  President,  Risk  Management  for TEM.  Mr.
Murphy is responsible for all credit and risk  management  functions for TEM and
supervises the administrative aspects of equipment acquisitions.  He is a member
of and acts as secretary to the Credit and Equipment Investment  Committees (see
"Committees",  below).  He  previously  served as  Director  of Credit  and Risk
Management from 1989 to 1991 and as Controller  from 1988 to 1989.  Prior to the
takeover of the management of the Interocean  Leasing Ltd. fleet by TEM in 1988,
Mr. Murphy held various  positions in the  accounting  and financial  areas with
that company  from 1980,  acting as Chief  Financial  Officer from 1984 to 1988.
Prior to 1980, he held various positions with firms of public accountants in the
U.K. Mr.  Murphy is an Associate of the  Institute of Chartered  Accountants  in
England  and Wales and holds a Bachelor of  Commerce  degree  from the  National
University of Ireland.

          Janet S.  Ruggero  is Vice  President,  Administration  and  Marketing
Services for TEM.  Ms.  Ruggero is  responsible  for the tracking and billing of
fleets under TEM management,  including direct  responsibility for ensuring that
all data is input in an accurate and timely  fashion.  She assists the marketing
and  operations  departments by providing  statistical  reports and analyses and
serves on the  Credit  Committee  (see  "Committees",  below).  Prior to joining
Textainer in 1986,  Ms.  Ruggero held various  positions with Gelco CTI over the
course of 15 years, the last one as Director of Marketing and Administration for
the North American Regional office in New York City. She has a B.A. in education
from Cumberland College.

          Dr. Adnan Z. Abou Ayyash is a director of TGH and TL.  Since  1974  he
has been  General  Manager and Chief Executive  Officer of one  of  the  largest
firms of consulting  engineers in Saudi Arabia,  Rashid  Engineering.  Dr. Adnan
Abou Ayyash  holds  a  B.S.  degree  in  Civil  Engineering  from  the  American
University  of Beirut,  as well as M.S. and Ph.D. degrees in  Civil  Engineering
from the University of Texas.

          Sheikh Isam K. Kabbani is a director of TGH and TL. He is Chairman and
principal  stockholder of the IKK Group,  Jeddah,  Saudi Arabia, a manufacturing
and trading group which is active both in Saudi Arabia and  internationally.  In
1959 Sheikh Isam Kabbani joined the Saudi Arabian  Ministry of Foreign  Affairs,
and in 1960 moved to the Ministry of Petroleum for a period of ten years. During
this time he was seconded to the Organization of Petroleum  Exporting  Countries
(OPEC).  After a period as Chief  Economist of OPEC, in 1967 he became the Saudi
Arabian  member of OPEC's  Board of  Governors.  In 1970 he left the ministry of
Petroleum to establish his own business, the National Marketing Group, which has
been his principal business activity for the past 17 years. Sheikh Kabbani holds
a B.A.  degree from  Swarthmore  College,  Pennsylvania,  and an M.A.  degree in
Economics and International Relations from Columbia University.

          S. Arthur  Morris is a director  of TGH,  TEM and TL. He is a founding
partner in the firm of Morris and Kempe,  Chartered Accountants  (1962-1977) and
currently  functions  as a  correspondent  member of a number  of  international
accounting  firms through his firm Arthur Morris and Company (1978 to date).  He
is also President and director of Continental Management Limited (1977 to date).
Continental  Management Limited is a Bermuda corporation that provides corporate
representation,   administration  and  management  services  and  corporate  and
individual  trust  administration   services.  Mr.  Morris  has  over  30  years
experience in public  accounting and serves on numerous  business and charitable
organizations  in the Cayman  Islands and Turks and Caicos  Islands.  Mr. Morris
became a director of TL and TGH in 1993, and TEM in 1994.

          Dudley R.  Cottingham  is Assistant  Secretary,  Vice  President and a
director  of TGH,  TEM and TL. He is a partner  with  Arthur  Morris and Company
(1977 to date) and a Vice  President  and  director  of  Continental  Management
Limited (1978 to date), both in the Cayman Islands and Turks and Caicos Islands.
Continental  Management Limited is a Bermuda corporation that provides corporate
representation,   administration  and  management  services  and  corporate  and
individual  trust  administration  services.  Mr.  Cottingham  has over 20 years
experience  in  public   accounting  with   responsibility   for  a  variety  of
international and local clients.  Mr. Cottingham became a director of TL and TGH
in 1993, and TEM in 1994.

          James S.  McCaffrey  is  Executive  Vice  President,  Chief  Operating
Officer,  Assistant Secretary and a director of TFS and TCC. In this capacity he
is responsible for all accounting, financial management, and reporting functions
for TFS and TCC.  He is a  member  of and acts as  secretary  to the  Investment
Advisory  Committee  and  serves  on the  Equipment  Investment  Committee  (see
"Committees"  below). Prior to joining Textainer in July 1993, Mr. McCaffrey was
Vice  President  of  Finance  for  Meridian  Point  Properties,  a  real  estate
syndication and management company,  from 1985 to 1993; from 1983 to 1985 he was
employed by Trans-west  Capital as Controller and Chief Financial  Officer.  Mr.
McCaffrey's  earlier  business   affiliations  include  serving  as  manager  of
financial reporting for Fox and Carskadon Financial  Corporation and as a senior
accountant  with  Arthur  Andersen & Co. Mr.  McCaffrey  is a  Certified  Public
Accountant  and holds a B.S. in business  administration  and  mathematics  from
Southern Oregon State College and two securities licenses.

         Jeanene K. Gomes is Assistant  Secretary  of TFS and TCC and  Secretary
and Compliance  Officer of TSC. Ms. Gomes is responsible for  administering  the
public  partnerships  sponsored by the Textainer  Group.  She is responsible for
ensuring that all data relating to investor  accounts is input,  monitored,  and
stored  in a  timely  manner  and in  accordance  with the  limited  partnership
agreement for each of the  partnerships as well as state and federal  securities
regulations. Ms. Gomes oversees all communications with the limited partners and
as such  directly  supervises  all  personnel in performing  this  function.  As
compliance  officer for TSC, Ms. Gomes is  responsible  for ensuring  compliance
with all  securities  regulations.  Ms.  Gomes  also  serves  on the  Investment
Advisory  Committee (see  "Committees"  below).  Ms. Gomes holds five securities
licenses and was, prior to joining Textainer in 1989, the compliance officer for
CIS Investment Corporation, a broker-dealer.

Committees

          The Managing  General  Partner has  established  the  following  three
committees to facilitate decisions involving credit and organizational  matters,
negotiations,  documentation,  management and final disposition of Equipment for
the Partnership and for other programs organized by the Textainer Group:

          Equipment  Investment  Committee.  The Equipment Investment  Committee
will review the equipment leasing programs  of  the  Partnership  on  a  regular
basis with  emphasis on matters  involving  equipment  purchases,  the equipment
mix  in  the  Partnership's   portfolio,   equipment  remarketing  issues,   and
decisions  regarding  ultimate disposition of equipment.   The  members  of  the
committee are James E. Hoelter  (Chairman),  John A. Maccarone,  John R. Rhodes,
Anthony C. Sowry, James S. McCaffrey, Richard  G.  Murphy (Secretary),  Alex  M.
Brown and Neil I. Jowell.

          Credit   Committee.   The  Credit  Committee  will  establish   credit
limits for every lessee and  potential  lessee  of  Equipment  and  periodically
review  these  limits.   In  setting  such  limits,  the Credit  Committee  will
consider  such  factors  as  customer  trade routes,  country,   political risk,
operational  history,  credit  references,  credit  agency  analyses,  financial
statements,  and other  information.  The members of the  Credit  Committee  are
James E. Hoelter (Chairman),  John A. Maccarone,  Richard G. Murphy (Secretary),
Janet S. Ruggero, John R. Rhodes, Anthony C. Sowry and Robert D. Pedersen.

          Investment  Advisory   Committee.   The  Investment Advisory Committee
 will  review  investor  program  operations  on  at  least  a quarterly  basis,
emphasizing  matters related to  cash  distributions  to  investors,  cash  flow
management,  portfolio  management,  and liquidation.  The  Investment  Advisory
Committee is organized with a view to applying  an  interdisciplinary  approach,
involving management,  financial, legal and marketing expertise, to the analysis
of  investor  program  operations.   The  members  of  the  Investment  Advisory
Committee are James E. Hoelter (Chairman),  John  A. Maccarone,  Cara  D. Smith,
Jame  S. McCaffrey  (Secretary),  John  R. Rhodes, Jeanene  K. Gomes, Harold  J.
Samson, Alex M. Brown and Neil I. Jowell.


ITEM 11 - EXECUTIVE COMPENSATION

The Registrant  has no executive  officers and does not reimburse TFS, TEM or TL
for the remuneration payable to their executive officers.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

a)       Security ownership of certain beneficial owners

         There is no person or "Group" who is known to the  registrant to be the
         beneficial owner of more than five percent of the outstanding  units of
         limited partnership interest in the Registrant.

b)       Security Ownership of Management

         As of January 1, 1997:

<TABLE>
<CAPTION>
                                                                   Number
                       Name of Beneficial Owner                  Of Units         % All Units

<S>                                                                  <C>              <C>   
                       James E. Hoelter.......................       10,995           .1608%
                       John A. Maccarone......................        5,000           .0731%
                       Robert D. Pedersen.....................          500           .0073%
                                                                   --------           ------

                       Officers and Management
                          as a Group..........................       16,495           .2412%
                                                                     ======           ======
</TABLE>

c)       Changes in control.

         Inapplicable.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                          (Dollar amounts in thousands)

(a)      Transactions with Management and Others.

      At December 31, 1996 and 1995 due to affiliates are comprised of:
<TABLE>
<CAPTION>
                                                                                     1996                1995
                                                                                     ----                ----

<S>                                                                        <C>                          <C>
                     Due to TL.........................................    $            1                  11
                     Due to TFS........................................                50                  87
                     Due to TCC........................................                36                  16
                     Due to TAS........................................                 5                  31
                     Due to TEM........................................               723                 795
                     Due to TGH........................................                 -                   1
                                                                              -------------       ------------
                                                                           $          815                 941
                                                                              =============       ============
</TABLE>

         These  amounts  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 payment of expenses and
         fees described  above,  the accrual and remittance of expenses and fees
         described  above or the accrual and  collection of net rental  revenues
         from TEM and Contrail International Services, B.V. (CIS) which is a 50%
         owned subsidiary of TEM.

         In addition,  the Registrant paid or will pay the following  amounts to
         the General Partners and to TCC Securities Corporation (TSC), which was
         the  managing  sales agent for the  offering of Units for sale and is a
         licensed  broker and dealer in securities  and an affiliate of TFS, TEM
         and TL:

         Syndication fees and organization and offering expense reimbursements:
<TABLE>
<CAPTION>

                                                          1996                1995              1994
                                                          ----                ----              ----

<S>                                                     <C>                                      <C>
                    TCC......................         $      -                   -               293
                    TSC......................                -                   -             1,213
                                                        ------              ------             -----
                    Total....................         $      -                   -             1,506
                                                        ======              ======             =====

         Acquisition Fees in connection with the purchase of equipment on behalf
         of the Registrant:

                                                          1996                1995              1994
                                                          ----                ----              ----

                    TAS....................              $ 104                 397               265
                    TI.....................                 -                   -                109
                                                         -----               -----               ---
                    Total..................              $ 104                 397               374
                                                           ===                 ===               ===

         Management fees in connection with the operations of the Registrant:

                                                          1996               1995               1994
                                                          ----               ----               ----

                    TCC....................           $    460                462                403
                    TEM and CIS............              1,773              1,947              1,848
                    TI.....................               -                   -                   10
                                                      --------          ---------            -------
                    Total..................           $  2,233              2,409              2,261
                                                         =====              =====              =====

         Reimbursement for administrative  costs in respect of the operations of
         the Registrant:

                                                          1996               1995               1994
                                                          ----               ----               ----

                    TCC....................           $    174                279                246
                    TEM and CIS ...........              1,173              1,500              1,444
                                                         -----              -----              -----
                    Total..................           $  1,347              1,779              1,690
                                                         =====              =====              =====
</TABLE>

(b)      Certain Business Relationships.

         Inapplicable.

(c)      Indebtedness of Management

         Inapplicable.

(d)      Transactions with Promoters

         Inapplicable.

See the "Compensation of Affiliates" section of the Registrant's Prospectus,  as
supplemented, and the Notes to the Financial Statements in Item 8.


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)      1.       Audited  financial  statements  of the  Registrant  for the  
                  year  ended  December  31,  1996 are contained in Item 8 of 
                  this Report.

         2.       Financial Statement Schedules.

                  (i)      Independent Auditors' Report on Supplementary 
                           Financial Schedule.

                  (ii)     Schedule II - Valuation and Qualifying Accounts.

         3.       Exhibits Incorporated by reference.

                  (i)      The  Registrant's  Prospectus  as  contained  in Pre-
                           Effective  Amendment  No. 2 to the Registrant's
                           Registration Statement (No. 33-44687),  as filed with
                           the Commission April 10, 1992, as  supplemented by  
                           Post-Effective  Amendment No. 3 filed with the 
                           Commission under Section 8(c) of the Securities  Act 
                           of 1993 on May 25, 1993,  and as  supplemented by 
                           Supplement  No. 8 as filed under Rule 424(b) of the  
                           Securities  Act of 1933 on March 1, 1994.

                  (ii)     The Registrant's limited partnership agreement, 
                           Exhibit A to the Prospectus.

(b)      During the year ended 1996, no reports on Form 8-K have been filed by 
         the Registrant.


<PAGE>


















             Independent Auditors' Report on Supplementary Schedule



The Partners
Textainer Equipment Income Fund IV, L.P.:

Under the date of February  17,  1997,  we  reported  on the  balance  sheets of
Textainer  Equipment  Income Fund IV, L.P. (the  Partnership) as of December 31,
1996 and 1995,  and the related  statements of earnings,  partners'  capital and
cash  flows for the year  ended  December  31,  1996,  1995 and 1994,  which are
included in the 1996 annual report on Form 10-K.  In connection  with our audits
of  the  aforementioned  financial  statements,  we  also  audited  the  related
financial  statement  schedule  as listed in Item 14. This  financial  statement
schedule  is  the   responsibility   of  the   Partnership's   management.   Our
responsibility  is to express an opinion on this  financial  statement  schedule
based on our audits.

In our  opinion,  such  schedule,  when  considered  in  relation  to the  basic
financial  statements  taken  as a  whole,  presents  fairly,  in  all  material
respects, the information set forth therein.



                              KPMG Peat Marwick LLP



San Francisco, California
February 17, 1997


<PAGE>


                    TEXTAINER EQUIPMENT INCOME FUND IV, L.P.
                       (A California limited partnership)

                 Schedule II - Valuation and Qualifying Accounts

                          (Dollar amounts in thousands)

<TABLE>
<CAPTION>

                                                          Charged                                     Balance
                                         Balance at      to Costs       Charged                       at End
                                          Beginning         and         to Other                        of
                                          of Period      Expenses       Accounts      Deduction       Period

<S>                                       <C>            <C>            <C>           <C>             <C>
For the year ended December 31, 1996:

Allowance for
  doubtful accounts                        $  1,349            234           -             (192)         1,391
                                              -----         ------      ---------        -------         -----

Damage protection
  plan reserve                             $    556            513           -             (549)           520
                                             ------         ------      ---------        -------        ------


Warranty claims                            $     87            (13)           525           -              599
                                            -------        ---------      -------      ---------        ------


For the year ended December 31, 1995:

Allowance for
  doubtful accounts
                                           $  1,432            722           -             (805)         1,349
                                              -----          -----      ---------         ------         -----
Damage protection
  plan reserve
                                           $    673            232           -             (349)           556
                                             ------          -----      ---------         ------        ------

Warranty claims                            $    -              -               87           -               87
                                           --------       ---------      --------      ---------       -------


For the year ended December 31, 1994:

Allowance for
  doubtful accounts                        $    501            958           -              (27)         1,432
                                              -----          -----      ---------        -------         -----

Damage protection
  plan reserve                             $    429            739           -             (495)           673
                                              -----          -----      ---------         ------        ------

Reserve for trailer
  maintenance and repairs                  $    193            105           -             (298)             -
                                              -----          -----     ----------        -------        ------





</TABLE>
<PAGE>


                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) 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 IV, L.P.
                                     A California Limited Partnership

                                     By Textainer Financial Services Corporation
                                        The Managing General Partner

                                     By
                                         John R. Rhodes
                                         Executive Vice President

Date:  March 26, 1997

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                     March 26, 1997
John R. Rhodes                                    (Principal Financial and
                                                  Accounting Officer), and
                                                  Secretary

                                                  President (Principal Executive               March 26, 1997
James E. Hoelter                                  Officer) and Director


                                                  Executive Vice President, Chief              March 26, 1997
James S. McCaffrey                                Operating Officer and Director


                                                                                               March 26, 1997
John A. Maccarone                                 Director


                                                  Director                                     March 26, 1997
Cara D. Smith
</TABLE>






<PAGE>



                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) 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 IV, 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: March 26, 1997

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                     March 26, 1997
------------------------------------------------  (Principal Financial and
John R. Rhodes                                    Accounting Officer), and
                                                  Secretary

/s/James E. Hoelter                               President (Principal Executive               March 26, 1997
------------------------------------------------  Officer) and Director
James E. Hoelter                                  

/s/James S. McCaffrey                             Executive Vice President, Chief              March 26, 1997
----------------------------------------------    Operating Officer and Director
James S. McCaffrey


/s/James A. Maccarone                             Director                                     March 26, 1997
----------------------------------------------
James A. Maccarone


/s/Cara D. Smith                                  Director                                     March 26, 1997
------------------------------------------------
Cara D. Smith

</TABLE>