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


March 20, 2001


Securities and Exchange Commission
Washington, DC  20549

Gentlemen:

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  we are
submitting  herewith for filing on behalf of Textainer  Equipment Income Fund V,
L.P. (the  "Partnership")  the Partnership's  Annual Report on Form 10-K for the
fiscal year ended December 31, 2000.

The financial  statements included in the enclosed Annual Report on Form 10-K 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>





                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 2000

                         Commission file number 0-25946

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

           California                                            93-1122553
  (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 PARTNERSHIP INTERESTS
                                (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.
[ X ]

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. 3 to the
Registrant's  Registration  Statement,  as filed with the Commission on April 8,
1994, as supplemented by  Post-Effective  Amendment No. 2 as filed under Section
8(c) of the  Securities  Act of  1933  on May 5,  1995  and as  supplemented  by
Supplement  No. 5 as filed  under Rule 424(b) of the  Securities  Act of 1933 on
March 18, 1996.


<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 July 15,
         1993 to purchase,  own, operate,  lease, and sell equipment used in the
         containerized  cargo  shipping  industry.   The  Registrant   commenced
         offering units representing  limited  partnership  interests (Units) to
         the public on May 1, 1994 in accordance with its Registration Statement
         and  ceased to offer such Units as of April 29,  1996.  The  Registrant
         raised  a total  of  $89,305,260  from  the  offering  and  invested  a
         substantial  portion of the money raised in equipment.  The  Registrant
         has  since  engaged  in  leasing  this  and  other   equipment  in  the
         international shipping industry.

         See  Item 10  herein  for a  description  of the  Registrant's  General
         Partners.  See  Item 7  herein  for a  description  of  current  market
         conditions affecting the Registrant's business.

(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.

                  Container  leasing  companies and the Registrant  operate in a
                  similar  manner  by owning a  worldwide  fleet of new and used
                  transportation  containers  and leasing  these  containers  to
                  international  shipping  companies  hauling  various  types of
                  goods among  numerous  trade  routes.  All lessees pay a daily
                  rental rate and in certain  markets  may pay special  handling
                  fees and/or  drop-off  charges.  In addition to these fees and
                  charges,  a lessee 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.  Container leasing companies compete with one another
                  on the basis of lease rates,  availability  of  equipment  and
                  services provided.  To ensure the availability of equipment to
                  its customers,  container leasing companies and the Registrant
                  may pay to reposition  containers from low demand locations to
                  higher  demand  locations.  By  maintaining  the highest lease
                  rates and the highest equipment utilization factors allowed by
                  market conditions, the Registrant attempts to generate revenue
                  and profit.  The  majority of the  Registrant's  equipment  is
                  leased  under  master  leases,  which  are  comparable  to the
                  corporate rate  agreements  used by rental car companies.  The
                  master leases provide that the lessee,  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  under  lease  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  Registrant's
                  equipment,   see  "Leasing  Policy"  under  "Business  of  the
                  Partnership" in the  Registrant's  Prospectus as supplemented.
                  The  Registrant  also  sells  containers  in the course of its
                  business as opportunities arise, at the end of the container's
                  useful life or if market and economic  considerations indicate
                  that a sale  would  be  beneficial.  See  Item  7  herein  and
                  "Business of the Partnership" in 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  generated  lease revenue for the years ended
                  December 31, 2000,  1999 and 1998 which was 10% or more of the
                  total revenue 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  89% of the  total
                  equipment held by all container leasing companies. The top two
                  container leasing companies combined control approximately 34%
                  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 manages approximately 13% of the equipment
                  held by all  container  leasing  companies.  The customers for
                  leased containers are primarily  international shipping lines.
                  The  Registrant  alone is not a  material  participant  in the
                  worldwide  container leasing market.  The principal methods of
                  competition  are  price,  availability  and the  provision  of
                  worldwide  service to the  international  shipping  community.
                  Competition in the container leasing market has increased over
                  the past few years.  Since 1996,  shipping alliances and other
                  operational  consolidations  among shipping lines have allowed
                  shipping  lines  to begin  operating  with  fewer  containers,
                  thereby  decreasing  the  demand  for  leased  containers  and
                  allowing lessees to gain concessions from lessors about price,
                  special  charges or credits and, in certain  markets,  the age
                  specification of the containers rented. Furthermore, primarily
                  as a result of lower new  container  prices  and low  interest
                  rates,  shipping  lines now own,  rather than lease,  a higher
                  percentage of containers. The decrease in demand from shipping
                  lines, along with the entry of new leasing company competitors
                  offering low container rental rates, has increased competition
                  among container lessors such as the Registrant.

(c)(1)(xi)        Inapplicable.

(c)(1)(xii)       Inapplicable.

(c)(1)(xiii)      The Registrant has no employees. Textainer Capital Corporation
                  (TCC),  the Managing  General  Partner of the  Registrant,  is
                  responsible for the overall  management of the business of the
                  Registrant and at December 31, 2000 had 4 employees. Textainer
                  Equipment  Management  Limited  (TEM),  an  Associate  General
                  Partner,  is  responsible  for the  management  of the leasing
                  operations  of the  Registrant  and at December 31, 2000 had a
                  total of 164 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  13%,  14% and  20% of the  Registrant's  rental  revenue
         during the years ended December 31, 2000, 1999 and 1998,  respectively,
         was derived from operations sourced or terminated  domestically.  These
         percentages do not reflect the proportion of the  Partnership's  income
         from  operations  generated  domestically  or  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",  in the Registrant's Prospectus,  as supplemented and
         for a discussion  of the risks of leasing  containers  for use in world
         trade,  see "Risk  Factors and  Forward-Looking  Statements"  in Item 7
         herein.
<PAGE>

ITEM 2.  PROPERTIES

As of December 31, 2000, the Registrant owned the following types and quantities
of equipment:

         20-foot standard dry freight containers                           9,919
         40-foot standard dry freight containers                          10,061
         40-foot high cube dry freight containers                          4,552
                                                                          ------
                                                                          24,532
                                                                          ======

During  December 2000,  approximately  79% of these  containers were on lease to
international shipping companies, and the balance were being stored at container
manufacturers' locations and a large number of storage depots located worldwide.
The Partnership  sells  containers  when (i) a container  reaches the end of its
useful life or (ii) an analysis  indicates  that the sale is warranted  based on
existing market conditions and the container's age, location and condition.

For  information  about  the  Registrant's   property,   see  "Business  of  the
Partnership" and "Risk Factors" in the Registrant's Prospectus, as supplemented.
See also Item 7, "Results of Operations"  regarding  possible future write-downs
of some of the Registrant's property.

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

ITEM 201:

(a)      Market Information.

(a)(1)(i)         The Registrant's  limited  partnership  Units 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. The program
                  operates only when the Managing  General  Partner  determines,
                  among other matters,  that payment for redeemed units will not
                  impair the capital or operations of the Registrant.

(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, 2001,  there were 4,779  holders of record of
                  limited partnership interests in the Registrant.

(b)(2)            Inapplicable.

(c)      Dividends.

                  Inapplicable.

At December 31, 2000, the Registrant was paying  distributions  at an annualized
rate  equal to 7% of a Unit's  initial  cost,  or $1.40 per Unit per  year.  For
information  about the amount of distributions  paid during the five most recent
fiscal years,  see Item 6, "Selected  Financial  Data."  Distributions  are made
monthly by the Registrant to its limited partners.

ITEM 701:         Inapplicable.
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
                                                        (Amounts in thousands except for per unit amounts)
                                                                      Year Ended December 31,
                                              ------------------------------------------------------------------------
                                                     2000          1999          1998           1997           1996
                                                     ----          ----          ----           ----           ----
<S>                                                   <C>           <C>           <C>            <C>            <C>

Rental income...........................         $  12,584      $ 12,031      $ 14,265       $ 14,012       $ 13,588

Income from operations..................         $   3,143      $  1,100      $  3,653       $  3,927       $  3,933

Net earnings............................         $   3,278      $  1,171      $  3,697       $  3,961       $  3,834

Net earnings per unit of
  limited partner interest..............         $    0.72      $   0.25      $   0.81       $   0.86       $   0.91

Distributions per unit of
  limited partner interest..............         $    1.40      $   1.45      $   1.72       $   1.87       $   1.99

Distributions per unit of limited
   partnership interest representing
   a return of capital..................         $    0.68      $   1.20      $   0.91       $   1.01       $   1.08

Total assets............................         $  57,638      $ 60,224      $ 65,390       $ 69,623       $ 73,927


Intercompany borrowings for
   container purchases..................         $       -      $      -      $      -       $    318       $      -
</TABLE>
<PAGE>

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 that will assist in evaluating the
financial  condition of the  Partnership  for the years ended December 31, 2000,
1999 and 1998.  Please refer to the  Financial  Statements  and Notes thereto in
connection with the following discussion.

Liquidity and Capital Resources

From  May 1,  1994  until  April  29,  1996,  the  Partnership  offered  limited
partnership  interests  to the  public.  The  Partnership  received  its minimum
subscription  amount  of $5,000 on  August  23,  1994 and on April 29,  1996 the
Partnership's offering of limited partnership interests was closed at $89,305.

From time to time,  the  Partnership  redeems units from limited  partners for a
specified  redemption  value,  which  is  set  by  formula.  Up  to  2%  of  the
Partnership's outstanding units may be redeemed each year, although the 2% limit
may be exceeded at the Managing General  Partner's  discretion.  All redemptions
are subject to the Managing  General  Partner's  good faith  determination  that
payment for the redeemed units will not (i) cause the Partnership to be taxed as
a  corporation,  (ii) impair the capital or  operations of the  Partnership,  or
(iii) impair the ability of the Partnership to pay  distributions  in accordance
with its  distribution  policy.  During the year ended  December 31,  2000,  the
Partnership did not redeem any units.

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

Limited partners are currently receiving monthly  distributions in an annualized
amount equal to 7% of their original investment.  During the year ended December
31, 2000,  the  Partnership  declared  cash  distributions  to limited  partners
pertaining to the period from December 1999 through November 2000, in the amount
of $6,237.  On a cash basis, all of these  distributions  were from current year
operating  activities.  On a GAAP  basis,  $3,022 of these  distributions  was a
return of capital and the balance was from net earnings.

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

Net cash provided by operating  activities for the years ended December 31, 2000
and 1999 was $8,547 and $6,228,  respectively.  The increase of $2,319,  or 37%,
was  primarily  attributable  to the  increase  in net  earnings,  adjusted  for
non-cash  transactions,  and to fluctuations in accounts  receivable,  offset by
fluctuations in accrued damage protection plan costs. Net earnings, adjusted for
non-cash  transactions,  increased  primarily  due to  the  decrease  in  direct
container expenses and the increase in rental income.  These items are discussed
more fully in "Results of Operations". Accounts receivable decreased $610 during
the year ended  December 31, 2000,  primarily due to the decrease in the average
collection period of accounts receivable. The increase in accounts receivable of
$94 for the year ended  December 31, 1999,  was primarily due to the increase in
the average collection period of accounts receivable,  offset by the decrease in
rental  income.  The decrease in accrued  damage  protection  plan costs of $135
during the year ended December 31, 2000, was due to the decline in the estimated
average  repair cost per  container  and the decline in the number of containers
covered under the damage protection plan.

For the year ended December 31, 2000, net cash used in investing activities (the
purchase and sale of  containers)  was $1,686,  compared to net cash provided by
investing activities of $708, for the comparable period in 1999. The fluctuation
of $2,394 was due to the  increase in  container  purchases  and the decrease in
proceeds from container sales.  Container  purchases  increased primarily due to
the increase in cash available for container purchases. The decrease in proceeds
from container sales was primarily due to the Partnership  selling fewer damaged
containers  located  primarily  in low  demand  locations  during the year ended
December 31, 2000,  than the same period in 1999.  The sales prices  received on
container sales was comparable for both periods,  however,  these sales proceeds
are lower than sales  prices  received in previous  years as a result of current
market  conditions,  which have adversely affected the value of used containers.
Until conditions improve in these low demand locations, the Partnership plans to
continue to sell some of its containers in these locations.  The amount of these
sales  proceeds  will  affect  how  much the  Partnership  can  reinvest  in new
containers.

Consistent  with its  investment  objectives  and  subject  to its  distribution
policy,  the  Partnership  intends  to  continue  to  reinvest  both  cash  from
operations  available for reinvestment and all, or a significant  amount of, the
proceeds from container  sales in additional  containers.  Cash from  operations
available  for  reinvestment  is generally  equal to cash  provided by operating
activities,  less  distributions  and redemptions paid, which are subject to the
General  Partners'  authority  to set these  amounts  (and modify  reserves  and
working capital) as provided in the Partnership  Agreement.  The amount of sales
proceeds  available  for  reinvestment  will  fluctuate  based on the  number of
containers sold and the sales price received.  The Partnership  sells containers
when (i) a  container  reaches  the end of its useful  life or (ii) an  analysis
indicates that the sale is warranted based on existing market conditions and the
container's age, location and condition.

The rate of reinvestment is also affected by cash from operations  available for
reinvestment  which, like sales proceeds,  has been adversely affected by market
conditions.  These market  conditions have resulted in a slower than anticipated
rate of reinvestment.  Market conditions are discussed more fully under "Results
of Operations." A slower rate of reinvestment  will, over time,  affect the size
of the Partnership's container fleet. Furthermore,  even with reinvestment,  the
Partnership  is not likely to be able to replace  all the  containers  it sells,
since new container prices are usually higher than the average sales price for a
used container.

Results of Operations

The  Partnership's  income from operations,  which consists  primarily of rental
income, container depreciation,  direct container expenses, management fees, and
reimbursement of administrative expenses was directly related to the size of the
container fleet during the years ended December 31, 2000, 1999 and 1998, as well
as certain other factors as discussed  below.  The following is a summary of the
container fleet (in units) available for lease during those periods:

                                                    2000        1999        1998
                                                    ----        ----        ----

     Beginning container fleet...............     23,810      24,165      24,288
     Ending container fleet..................     24,532      23,810      24,165
     Average container fleet.................     24,171      23,988      24,227

As noted above,  when containers are sold in the future,  sales proceeds are not
likely to be sufficient to replace all of the containers  sold,  which is likely
to result in a trend torward a smaller average  container  fleet.  Other factors
related to this trend are discussed above in "Liquidity and Capital Resources".

Rental  income and direct  container  expenses are also  affected by the average
utilization of the container fleet,  which was 82%, 76% and 83% during the years
ended December 31, 2000, 1999 and 1998, respectively. In addition, rental income
is affected by daily rental rates, which have decreased between the periods,  as
discussed below.

The  following is a comparative  analysis of the results of  operations  for the
years ended December 31, 2000, 1999 and 1998.

The  Partnership's  income from operations for the years ended December 31, 2000
and 1999, was $3,143 and $1,100,  respectively,  on rental income of $12,584 and
$12,031,  respectively.  The increase in rental  income of $553, or 5%, from the
year ended December 31, 1999, to the comparable  period in 2000 was attributable
to the  increase in  container  rental  income,  offset by the decrease in other
rental income,  which is discussed  below.  Income from container  rentals,  the
major component of total revenue,  increased  $968, or 9%,  primarily due to the
increase  in the average  on-hire  utilization  of 8%,  offset by the decline in
average rental rates of 2%.

The  Partnership's  income from operations for the years ended December 31, 1999
and 1998, was $1,100 and $3,653,  respectively,  on rental income of $12,031 and
$14,265, respectively. The decrease in rental income of $2,234, or 16%, from the
year ended December 31, 1998, to the comparable  period in 1999 was attributable
to decreases in income from container  rentals and other rental  income.  Income
from container rentals decreased $1,998, or 16%,  primarily due to the decreases
in the average on-hire utilization of 8% and average rental rates of 5%.

The  improvement in  utilization,  which began in the third quarter of 1999, was
due to  improvements  in demand for leased  containers and in the trade balance,
primarily  as a result of the  improvement  in  certain  Asian  economies  and a
related increase in exports out of Europe.  This improvement in demand,  coupled
with  container  lessors'  efforts  to  sell  older  containers  in  low  demand
locations, has also reduced the container surplus.

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

As a result,  the Partnership  continues to sell some containers  located in low
demand locations,  but primarily only those containers with significant  damage.
The average sales price for used  containers  has  decreased,  partly due to the
trade  imbalance  and the  accompanying  build up of  containers  in low  demand
locations.  Due in part to this  decrease,  other  Partnerships  managed  by the
General  Partners  have  recorded   write-downs  and  losses  on  certain  older
containers, many of which were located in these low demand locations. There have
been no such losses or write-downs recorded by the Partnership  primarily due to
the young age of the Partnership's  container fleet. Sales by the Partnership in
these low demand  locations have been generally  limited to damaged  containers.
However,  as the container  fleet ages, the  Partnership may incur losses and/or
write-downs on the sale of its older containers  located in low demand locations
if existing  market  conditions  continue.  Additionally,  should the decline in
economic  value of continuing to own such  containers  turn out to be permanent,
the Partnership may be required to increase its depreciation  rate or write-down
the value for some or all of its container rental equipment.

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

In the fourth quarter of 2000, utilization began to decline and has continued to
decline  into the  beginning  of 2001.  This  decline was  primarily  due to the
slowing United States economy and the resulting  decline in exports out of Asia.
The General Partners caution that utilization  could continue to decline in 2001
if these conditions  persist and demand for leased  containers does not improve.
Despite the decline in  utilization,  rental rates have remained stable into the
beginning of 2001.  New  container  prices  declined in 2001,  and this decline,
combined with the recent  decline in utilization  may have a negative  effect on
rental rates in the future.

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

Other rental income consists of other lease-related items, primarily income from
charges to lessees for dropping off  containers in lower demand  locations  less
credits granted to lessees for leasing  containers  from lower demand  locations
(location  income),  income  from  charges to lessees  for  handling  related to
leasing and returning  containers  (handling  income) and income from charges to
lessees for a Damage  Protection  Plan (DPP).  For the year ended  December  31,
2000,  the total of these other rental  income  items was $1,023,  a decrease of
$415 from the  equivalent  period in 1999. The decrease was primarily due to the
declines in location and DPP income of $186 and $183, respectively.  The decline
in location  income was due to a decrease in charges to lessees for dropping off
containers in certain  locations  and an increase in credits  granted to lessees
for picking up containers from certain locations.  The decline in DPP income was
due to a decrease in the average DPP price  charged per container and a decrease
in the number of containers covered under DPP.

For the year ended  December  31,  1999,  the total of other  rental  income was
$1,438,  a decrease of $236 from the  equivalent  period in 1998.  Other  income
decreased  primarily  due to the decrease in location  income of $260.  Location
income  decreased  due to a decrease  in charges to  lessees  for  dropping  off
containers in certain  locations  and an increase in credits  granted to lessees
for picking up containers from certain locations.

Direct container expenses decreased $1,058, or 27%, from the year ended December
31, 1999,  to the same period in 2000.  The decrease  was  primarily  due to the
declines  in storage,  DPP and  repositioning  expenses of $438,  $323 and $196.
Storage expense declined due to the improvement in utilization noted above and a
lower average storage cost per container. DPP expense declined due to a decrease
in the  average  repair  cost per  container  and a  decrease  in the  number of
containers covered under DPP. Repositioning expense decreased due to the decline
in the number of containers  repositioned,  offset by an increase in the average
cost of  repositioning  containers  due to the high  demand for  limited  vessel
capacity.

Direct container  expenses  increased $436, or 12%, from the year ended December
31, 1998, to the  equivalent  period in 1999.  The increase was primarily due to
increases in storage and DPP expenses of $379 and $251,  offset by a decrease in
repositioning  expense of $106.  Storage expense increased  primarily due to the
decline in utilization.  DPP expense increased due to an increase in the average
repair  cost per DPP  container  and an  increase  in the  number of  containers
covered  under DPP.  The  decrease in  repositioning  expense was due to a lower
average repositioning cost per container, offset by an increase in the number of
containers repositioned.

Bad debt (benefit) expense was ($143),  $164 and $5 for the years ended December
31, 2000, 1999 and 1998,  respectively.  The benefit recorded for the year ended
December 31, 2000,  was due to overall lower  required  reserves at December 31,
2000,  than at December  31, 1999.  The  resolution  of payment  issues with one
lessee  during  1998  and  lower  1998  reserve   requirements   were  primarily
responsible  for  the  lower  expense  recorded  in  1998  and,  therefore,  the
fluctuation in bad debt expense between 1998 and 1999.

Depreciation  and  amortization  expense was  comparable  at $4,738,  $4,728 and
$4,837 for the years ended December 31, 2000, 1999 and 1998, respectively.

New  container  prices  steadily  declined  from  1995  through  1999.  Although
container prices increased in 2000, the cost of new containers at year-end 1998,
during 1999 and 2000 was significantly  less than the average cost of containers
purchased in prior years. The Partnership  evaluated the  recoverability  of the
recorded  amount of container  rental  equipment  for  containers to be held for
continued  use as well as for  containers  identified  for sale in the  ordinary
course of business.  Based on this evaluation,  the Partnership  determined that
reductions to the carrying value of these containers was not required during the
years ended December 31, 2000, 1999 and 1998. The  Partnership  will continue to
evaluate the  recoverability  of recorded  amounts of container rental equipment
and cautions that a write-down of container  rental equipment and/or an increase
in its  depreciation  rate may be required in future  periods for some or all of
its container rental equipment.

Management fees to affiliates increased $26, or 2%, from the year ended December
31, 1999,  to the  comparable  period in 2000,  due to the increase in equipment
management fees of $32,  offset by the decrease in incentive  management fees of
$6. Equipment  management fees, which are based on gross revenue,  increased due
to the increase in rental income and were  approximately 7% of rental income for
both periods.  Incentive  management fees, which are based on the  Partnership's
limited and general partner  distributions and initial limited partners' capital
decreased  due to the decrease in the limited  partner  distribution  percentage
from 8% to 7% of partners' capital in March 1999.

Management  fees to  affiliates  decreased  $206,  or 16%,  from the year  ended
December  31,  1998,  to the same period in 1999 due to  decreases  in equipment
management and incentive  management fees.  Equipment  management fees decreased
due to the decrease in rental income and were  approximately 7% of rental income
for the years  ended  December  31,  1999 and 1998.  Incentive  management  fees
decreased  due to the decrease in the limited  partner  distribution  percentage
from 9% to 8% of partners'  capital in July 1998, and from 8% to 7% of partners'
capital in March 1999.

General and administrative  costs to affiliates were comparable at $627 and $628
for the years ended December 31, 2000 and 1999. General and administrative costs
to affiliates  decreased  $145, or 19% from the year ended  December 31, 1998 to
the  comparable  period in 1999. The decrease was primarily due to a decrease in
the  allocation  of overhead  costs from TEM, as the  Partnership  represented a
smaller portion of the total fleet managed by TEM.

Loss on sale of containers  decreased $102 from the year ended December 31, 1999
to the comparable period in 2000. The decrease in loss on sale of containers was
primarily  due to the  Partnership  selling  fewer  damaged  containers in lower
demand locations during the year ended December 31, 2000, than in the comparable
period in 1999.

Loss on sale of containers  increased $115 from the year ended December 31, 1998
to the  comparable  period  in  1999.  The  increase  was  primarily  due to the
Partnership having sold more damaged containers in lower demand locations and at
lower average sales prices during 1999 than in the comparable period in 1998.

Net earnings per limited partnership unit increased from $0.25 to $0.72 from the
year  ended  December  31,  1999,  to the same  period in 2000,  reflecting  the
increase in net earnings  allocated to limited  partners  from $1,109 to $3,215,
respectively.  Net earnings per limited partnership unit decreased from $0.81 to
$0.25 from the year ended December 31, 1998 to 1999,  reflecting the decrease in
net earnings allocated to limited partners from $3,620 to $1,109,  respectively.
The allocation of net earnings for the years ended  December 31, 2000,  1999 and
1998,  included  a  special  allocation  of gross  income  of $30,  $51 and $39,
respectively,  to the  General  Partners  in  accordance  with  the  Partnership
Agreement.

Risk Factors and Forward Looking Statements

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

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

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Inapplicable.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Attached pages 12 to 22.

<PAGE>


                          Independent Auditors' Report



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

We have audited the  accompanying  balance sheets of Textainer  Equipment Income
Fund V, L.P. (a  California  limited  partnership)  as of December  31, 2000 and
1999, the related  statements of earnings,  partners' capital and cash flows for
each of the years in the  three-year  period  ended  December  31,  2000.  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 auditing standards generally accepted
in the  United  States of  America.  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
V, L.P. as of December 31, 2000 and 1999, and the results of its operations, its
partners'  capital  and its cash  flows for each of the years in the  three-year
period  ended  December 31,  2000,  in  conformity  with  accounting  principles
generally accepted in the United States of America.



                                    KPMG LLP



San Francisco, California
February 16, 2001


<PAGE>
<TABLE>
<CAPTION>



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

Balance Sheets

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

                                                                                2000                    1999
                                                                           ---------------         --------------
<S>                                                                        <C>                     <C>
Assets
Container rental equipment, net of accumulated
   depreciation of $27,222 (1999:  $22,819)                                $       52,557          $      55,441
Cash                                                                                1,962                  1,405
Accounts receivable, net of allowance
   for doubtful accounts of $205 (1999:  $481)                                      2,594                  2,800
Due from affiliates, net (note 2)                                                     514                    565
Prepaid expenses                                                                       11                     13
                                                                           ---------------         --------------

                                                                           $       57,638          $      60,224
                                                                           ===============         ==============

Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                        $          403          $         319
   Accrued liabilities                                                                322                    218
   Accrued recovery costs (note 1(k))                                                 196                    172
   Accrued damage protection plan costs (note 1(l))                                   396                    531
   Container purchases payable                                                        363                      -
   Deferred quarterly distributions (note 1(g))                                        80                     81
                                                                           ---------------         --------------

         Total liabilities                                                          1,760                  1,321
                                                                           ---------------         --------------

Partners' capital:
   General partners                                                                    35                     38
   Limited partners                                                                55,843                 58,865
                                                                           ---------------         --------------

         Total partners' capital                                                   55,878                 58,903
                                                                           ---------------         --------------


                                                                           $       57,638          $      60,224
                                                                           ===============         ==============

See accompanying notes to financial statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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

Statements of Earnings

Years ended  December 31, 2000,  1999 and 1998
(Amounts in thousands  except for unit and per unit amounts)
-------------------------------------------------------------------------------------------------------------------------

                                                                       2000                1999                1998
                                                                -----------------   -----------------   -----------------
<S>                                                             <C>                 <C>                 <C>

Rental income                                                    $        12,584     $        12,031     $        14,265
                                                                 ----------------    ----------------    ----------------

Costs and expenses:
   Direct container expenses                                               2,868               3,926               3,490
   Bad debt (benefit) expense                                               (143)                164                   5
   Depreciation and amortization                                           4,738               4,728               4,837
   Professional fees                                                          64                  76                  42
   Management fees to affiliates (note 2)                                  1,135               1,109               1,315
   General and administrative costs to affiliates (note 2)                   627                 628                 773
   Other general and administrative costs                                    102                 148                 113
   Loss on sale of containers                                                 50                 152                  37
                                                                 ----------------    ----------------    ----------------

                                                                           9,441              10,931              10,612
                                                                 ----------------    ----------------    ----------------

       Income from operations                                              3,143               1,100               3,653
                                                                 ----------------    ----------------    ----------------

Other income:
   Interest income, net                                                      135                  71                  44
                                                                 ----------------    ----------------    ----------------

                                                                             135                  71                  44
                                                                 ----------------    ----------------    ----------------

       Net earnings                                              $         3,278     $         1,171     $         3,697
                                                                 ================    ================    ================

Allocation of net earnings (note 1(g)):
   General partners                                              $            63     $            62     $            77
   Limited partners                                                        3,215               1,109               3,620
                                                                 ----------------    ----------------    ----------------

                                                                 $         3,278     $         1,171     $         3,697
                                                                 ================    ================    ================


Limited partners' per unit share of net earnings                 $          0.72     $           0.25    $           0.81
                                                                 ================    ================    ================

Limited partners' per unit share of distributions                $          1.40     $           1.45    $           1.72
                                                                 ================    ================    ================

Weighted average number of limited
       partnership units outstanding (note 1(m))                       4,454,893           4,454,893           4,454,893
                                                                 ================    ================    ================


See accompanying notes to financial statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

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

Statements of Partners' Capital

Years ended December 31, 2000, 1999 and 1998
(Amounts in thousands)
-----------------------------------------------------------------------------------------------------------------------

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

Balances at December 31, 1997                                $            48     $         68,242     $         68,290
                                                             ----------------    -----------------    -----------------

Distributions                                                            (81)              (7,647)              (7,728)

Net earnings                                                              77                3,620                3,697
                                                             ----------------    -----------------    -----------------

Balances at December 31, 1998                                             44               64,215               64,259
                                                             ----------------    -----------------    -----------------

Distributions                                                            (68)              (6,459)              (6,527)

Net earnings                                                              62                1,109                1,171
                                                             ----------------    -----------------    -----------------

Balances at December 31, 1999                                             38               58,865               58,903
                                                             ----------------    -----------------    -----------------

Distributions                                                            (66)              (6,237)              (6,303)

Net earnings                                                              63                3,215                3,278
                                                             ----------------    -----------------    -----------------

Balances at December 31, 2000                                $            35     $         55,843     $         55,878
                                                             ================    =================    =================


See accompanying notes to financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

Statements of Cash Flows

Years ended December 31, 2000, 1999 and 1998
(Amounts in thousands)
------------------------------------------------------------------------------------------------------------------------------------

                                                                                  2000               1999                1998
                                                                              --------------    ---------------     --------------
<S>                                                                          <C>                <C>                 <C>
Cash flows from operating activities:
Net earnings                                                                  $      3,278       $      1,171       $      3,697
   Adjustments to reconcile net earnings to net cash provided
     by operating activities:
         Depreciation                                                                4,738              4,728              4,785
         (Decrease) increase in allowance for doubtful accounts                       (276)               128                (34)
         Amortization of organization costs                                              -                  -                 52
         Write-off of organization costs                                                 -                 35                  -
         Loss on sale of containers                                                     50                152                 37
         Decrease (increase) in assets:
             Accounts receivable                                                       610                (94)               579
             Due from affiliates, net                                                   68               (101)              (470)
             Prepaid expenses                                                            2                  6                109
         Increase (decrease) in liabilities:
             Accounts payable and accrued liabilities                                  188                 29                144
             Accrued recovery costs                                                     24                 40                 43
             Accrued damage protection plan costs                                     (135)               134                 57
                                                                              --------------     --------------      -------------

             Net cash provided by operating activities                               8,547              6,228              8,999
                                                                              --------------     --------------      -------------

Cash flows from investing activities:
   Proceeds from sale of containers                                                    506                720                379
   Container purchases                                                              (2,192)               (12)              (397)
                                                                              --------------     --------------      -------------

             Net cash (used in) provided by investing activities                    (1,686)               708                (18)
                                                                              --------------     --------------      -------------

Cash flows from financing activities:
   Distributions to partners                                                        (6,304)            (6,540)            (7,762)
   Repayment of borrowings from affiliates                                               -                  -               (318)
                                                                              --------------     --------------      -------------

              Net cash used in financing activities                                 (6,304)            (6,540)            (8,080)
                                                                              --------------     --------------      -------------

Net increase in cash                                                                   557                396                901

Cash at beginning of period                                                          1,405              1,009                108
                                                                              --------------     --------------      -------------


Cash at end of period                                                         $      1,962       $      1,405       $      1,009
                                                                              ==============     ==============     ==============

Interest paid during the period                                               $          -       $          -       $          10
                                                                              ==============     ==============     ==============

See accompanying notes to financial statements

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(A California Limited Partnership)

Statements of Cash Flows - Continued

Years ended December 31, 2000, 1999 and 1998
(Amounts in thousands)
----------------------------------------------------------------------------------------------------------

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of container purchases, distributions
to partners  and  proceeds  from sale of  containers  which had not been paid or
received  by the  Partnership  as of December  31,  2000,  1999,  1998 and 1997,
resulting in  differences  in amounts  recorded and amounts of cash disbursed or
received by the Partnership, as shown in the Statements of Cash Flows.

                                                                     2000        1999         1998         1997
                                                                     ----        ----         ----         ----
<S>                                                                  <C>         <C>          <C>          <C>
Container purchases included in:
   Due to affiliates.....................................         $     -      $    -      $     -      $    39
   Container purchases payable...........................             363           -            -            -

Distributions to partners included in:
   Due to affiliates.....................................               6           6            6           20
   Deferred quarterly distributions......................              80          81           94          114

Proceeds from sale of containers included in:
   Due from affiliates...................................             103          86          167           51

The following table summarizes the amounts of container purchases, distributions
to partners and proceeds from sale of containers recorded by the Partnership and
the amounts  paid or received as shown on the  Statements  of Cash Flows for the
years ended December 31, 2000, 1999 and 1998.

                                                                                 2000         1999         1998
                                                                                 ----         ----         ----

Container purchases recorded.........................................          $2,555      $    12      $   358
Container purchases paid.............................................           2,192           12          397

Distributions to partners declared...................................           6,303        6,527        7,728
Distributions to partners paid.......................................           6,304        6,540        7,762

Proceeds from sale of containers recorded............................             523          639          495
Proceeds from sale of containers received............................             506          720          379

The  Partnership  has  entered  into direct  finance  leases,  resulting  in the
transfer of containers from container rental  equipment to accounts  receivable.
The carrying  values of containers  transferred  during the years ended December
31,  2000 and 1999 were $128 and $159,  respectively.  The  Partnership  did not
enter into direct finance leases during the year ended December 31, 1998.


See accompanying notes to financial statements
</TABLE>


<PAGE>

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

Notes to Financial Statements

Years ended  December 31, 2000,  1999 and 1998
(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 V, L.P. (TEIF V or the Partnership),  a
         California  limited  partnership,  with a maximum life of 20 years, was
         formed on July 15, 1993.  The  Partnership  was formed 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,   trailers  and  other
         container-related  equipment. TEIF V offered units representing limited
         partnership  interests  (Units)  to the  public  from May 1, 1994 until
         April 29,  1996,  the  close of the  offering  period,  when a total of
         4,465,263 Units had been purchased for a total of $89,305.

         Textainer Capital  Corporation (TCC) is the managing general partner of
         the  Partnership.  Textainer  Equipment  Management  Limited  (TEM) and
         Textainer   Limited  (TL)  are  associate   general   partners  of  the
         Partnership.  The managing  general  partner and the associate  general
         partners are  collectively  referred to as the General Partners and are
         commonly owned by Textainer Group Holdings  Limited (TGH).  The General
         Partners  also act in this  capacity  for other  limited  partnerships.
         Prior  to  its  liquidation  in  October  1998,  Textainer  Acquisition
         Services  Limited  (TAS), a former  affiliate of the General  Partners,
         performed services related to the acquisition of containers outside the
         United States on behalf of the  Partnership.  Effective  November 1998,
         these services are being performed by TEM. The General  Partners manage
         and control the affairs of the Partnership.

         (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 classified as operating leases or direct
         finance  leases  if  they  so  qualify  under  Statement  of  Financial
         Accounting Standards No. 13: "Accounting for Leases". Substantially all
         of the  Partnership's  rental income was generated  from the leasing of
         the Partnership's containers under short-term operating leases.

         (c)  Use of Estimates

         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.

         (d)  Fair Value of Financial Instruments

         In accordance with Statement of Financial Accounting Standards 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, 2000 and 1999, the fair
         value  of the  Partnership's  financial  instruments  approximates  the
         related book value of such instruments.

         (e)  Container Rental Equipment

         Container  rental  equipment  is  recorded  at the  cost of the  assets
         purchased,  which includes acquisition fees, less depreciation charged.
         Depreciation  of new  containers  is computed  using the  straight-line
         method  over an  estimated  useful  life of 12 years  to a 28%  salvage
         value.  Used  containers  are  depreciated  based upon their  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 equipment  accounts and
         any resulting gain or loss is recognized in income for the period.

         In accordance with Statement of Financial Accounting Standards No. 121,
         "Accounting  for the  Impairment  of Long-Lived  Assets and  Long-Lived
         Assets to be Disposed  of" (SFAS  121),  the  Partnership  periodically
         compares the carrying value of its  containers to expected  future cash
         flows for the purpose of assessing the  recoverability  of the recorded
         amounts.  If the carrying value exceeds expected future cash flows, the
         assets  are  written  down  to  estimated  fair  value.   In  addition,
         containers  identified  for  disposal  are  recorded  at the  lower  of
         carrying amount or fair value less cost to sell.

         New container prices steadily declined from 1995 through 1999. Although
         container  prices  increased  in 2000,  the cost of new  containers  at
         year-end  1998,  during 1999 and 2000 was  significantly  less than the
         average cost of containers  purchased in prior years.  The  Partnership
         evaluated the recoverability of the recorded amount of container rental
         equipment  for  containers  to be held for continued use as well as for
         containers  identified  for sale in the  ordinary  course of  business.
         Based on this evaluation, the Partnership determined that reductions to
         the carrying  value of these  containers  was not  required  during the
         years ended  December 31, 2000,  1999 and 1998.  The  Partnership  will
         continue  to  evaluate  the   recoverability  of  recorded  amounts  of
         container  rental equipment and cautions that a write-down of container
         rental  equipment  and/or an increase in its  depreciation  rate may be
         required  in future  periods  for some or all of its  container  rental
         equipment.

         (f)  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.  The  domicile  of  the  lessee  is  not
         indicative  of where the lessee is  transporting  the  containers.  The
         Partnership's  business  risk in its foreign  operations  lies with the
         creditworthiness  of the lessees rather than the geographic location of
         the containers or the domicile of the lessees.

         No  single  lessee  accounted  for more  than 10% of the  Partnership's
         revenues for the years ended December 31, 2000, 1999 and 1998.

         (g)  Allocation of Net Earnings and Partnership Distributions

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

         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  deferred
         distributions   of  $80  and  $81  at  December   31,  2000  and  1999,
         respectively.

         (h)  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.

         (i)  Organization Costs

         Organization costs which resulted from the formation of the Partnership
         were capitalized and were to be amortized on a straight-line basis over
         five years.  During 1999, the Partnership adopted Statement of Position
         (SOP)  98-5  "Reporting  on  Costs  of  Start-up   Activities",   which
         prescribes that organization costs be expensed.  In accordance with SOP
         98-5, the Partnership  wrote-off $35 of unamortized  organization costs
         during the year ended December 31, 1999.

         (j)  Acquisition Fees

         In accordance with the Partnership Agreement, acquisition fees equal to
         5% of the  container  purchase  price were paid to TAS through  October
         1998 and to TEM beginning in November 1998.  These fees are capitalized
         as part of the cost of the containers.

         (k)  Recovery Costs

         The  Partnership  accrues an estimate for recovery costs as a result of
         defaults under its leases that it expects to incur, which are in excess
         of estimated  insurance  proceeds.  At December 31, 2000 and 1999,  the
         amounts accrued were $196 and $172, respectively.

         (l)  Damage Protection Plan

         The Partnership offers a Damage Protection Plan (DPP) to lessees of its
         containers.  Under the terms of DPP, the Partnership  earns  additional
         revenues on a daily basis and,  in return,  has agreed to bear  certain
         repair costs. It is the Partnership's  policy to recognize revenue when
         earned and provide a reserve  sufficient to cover the estimated  future
         repair costs. DPP expenses are included in direct container expenses in
         the Statements of Earnings and the related reserve at December 31, 2000
         and 1999 was $396 and $531, 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
         which was 4,454,893  during each of the years ended  December 31, 2000,
         1999 and 1998.

         (n)  Reclassification

         Following the adoption of SAB 101,  "Revenue  Recognition  in Financial
         Statements",  by the  Partnership in the fourth quarter of fiscal 2000,
         the Partnership has  reclassified  gain/loss on sale of containers from
         other  income  (after  income from  operations)  to costs and  expenses
         (before  income  from  operations).  All periods  have been  amended to
         reflect this reclassification.



Note 2.  Transactions with Affiliates

         As part of the operation of the Partnership,  the Partnership is to pay
         to  the  General  Partners,  or  TAS  prior  to  its  liquidation,   an
         acquisition fee, an equipment  management fee, an incentive  management
         fee and an  equipment  liquidation  fee.  These  fees  are for  various
         services provided in connection with the  administration and management
         of  the  Partnership.  The  Partnership  capitalized  $122  and  $17 of
         equipment  acquisition fees as part of container rental equipment costs
         during the years ended  December 31, 2000 and 1998,  respectively.  The
         Partnership  did not capitalize any equipment  acquisition  fees during
         1999.  The  Partnership  incurred  $263,  $269,  and $319 of  incentive
         management fees during each of the three years ended December 31, 2000,
         1999  and  1998,  respectively.  No  equipment  liquidation  fees  were
         incurred during these periods.

         The  Partnership's  containers  are  managed  by  TEM.  In its  role as
         manager,  TEM has authority to acquire,  hold, manage,  lease, sell and
         dispose  of the  containers.  TEM  holds,  for the  payment  of  direct
         operating  expenses,  a reserve  of cash that has been  collected  from
         leasing operations;  such cash is included in due from affiliates, net,
         at December 31, 2000 and 1999.

         Subject  to  certain  reductions,  TEM  receives  a  monthly  equipment
         management  fee equal to 7% of gross  lease  revenues  attributable  to
         master operating leases and 2% of gross lease revenues  attributable to
         full payout net leases. For the years ended December 31, 2000, 1999 and
         1998,   equipment   management  fees  totaled  $872,  $840,  and  $996,
         respectively.  The  Partnership's  container  fleet is leased by TEM to
         third party  lessees on operating  master  leases,  spot  leases,  term
         leases and direct finance  leases.  Although the  Partnership  has some
         rent  receivable  under  cancelable  long term  operating  leases,  the
         majority of the container fleet is leased under operating master leases
         with limited terms and no purchase option.

         Certain  indirect  general and  administrative  costs such as salaries,
         employee  benefits,  taxes and  insurance  are  incurred in  performing
         administrative  services necessary to the operation of the Partnership.
         These costs are  incurred  and paid by TEM and TCC.  Total  general and
         administrative costs allocated to the Partnership were as follows:

                                                  2000         1999         1998
                                                  ----         ----         ----

              Salaries                            $325         $349         $419
              Other                                302          279          354
                                                   ---          ---          ---
               Total general and
                  administrative costs            $627         $628         $773
                                                   ===          ===          ===

         TEM allocates these general and administrative costs based on the ratio
         of the  Partnership's  interest in the managed  containers to the total
         container  fleet managed by TEM during the period.  TCC allocates these
         costs based on the ratio of the  Partnership's  containers to the total
         container fleet of all limited partnerships managed by TCC. The General
         Partners  allocated the following general and  administrative  costs to
         the Partnership:

                                                  2000         1999         1998
                                                  ----         ----         ----

              TEM                                 $546         $561         $700
              TCC                                   81           67           73
                                                   ---          ---          ---
               Total general and
                  administrative costs            $627         $628         $773
                                                   ===          ===          ===

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

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

                                                             2000           1999
                                                             ----           ----
          Due from affiliates:
              Due from TEM...........................        $533           $581
                                                              ---            ---

          Due to affiliates:
              Due to TL..............................           4              4
              Due to TCC.............................          15             12
                                                              ---            ---
                                                               19             16
                                                              ---            ---

          Due from affiliates, net                           $514           $565
                                                              ===            ===

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

         It is the policy of the Partnership and the General  Partners to charge
         interest on amounts due to the General  Partners which are  outstanding
         for more than one month,  to the extent such  balances  relate to loans
         for container purchases. Interest is charged at a rate not greater than
         the General Partners' or affiliates' own cost of funds. The Partnership
         incurred $7 of interest  expense on amounts due to the General Partners
         during the year ended December 31, 1998. The  Partnership did not incur
         any interest expense during the years ended December 31, 2000 and 1999.

Note 3.  Income Taxes

         During  2000,  1999 and  1998,  there  were  temporary  differences  of
         $43,292,  $37,612,  and $30,410,  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,
         2000, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>

                                                                               2000          1999           1998
                                                                               ----          ----           ----
<S>                                                                            <C>           <C>            <C>

      Net income per financial statements.........................          $ 3,278       $ 1,171       $ 3,697

      (Decrease) increase in provision for bad debt...............             (276)          128           (34)
      Depreciation for federal income tax purposes in excess
        of depreciation for financial statement purposes..........           (5,834)       (8,125)       (8,494)
      Gain on sale of fixed assets for federal income tax
        purposes in excess of gain/loss recognized for
        financial statement purposes..............................              564           662           265
      (Decrease) increase in damage protection plan reserve.......             (135)          134            57
                                                                            --------      --------      --------

      Net loss for federal income tax purposes....................          $ (2,403)     $ (6,030)     $(4,509)
                                                                            ========      ========      ========
</TABLE>





<PAGE>
<TABLE>
<CAPTION>


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

Selected Quarterly Financial Data
------------------------------------------------------------------------------------------------------------------------------------
The following is a summary of selected  quarterly  financial  data for the years
ended December 31, 2000, 1999 and 1998:
<S>                                                       <C>               <C>               <C>               <C>

                                                                                  (Amounts in thousands)
                                                                                    2000 Quarters Ended
                                                          -------------------------------------------------------------
                                                          Mar. 31           June 30           Sept. 30          Dec. 31
                                                          -------------------------------------------------------------

Rental income                                             $ 3,143           $ 3,199           $ 3,079           $ 3,163

Income from operations                                    $   688           $   930           $   783           $   742

Net earnings                                              $   714           $   966           $   821           $   777

Limited partners' share of net earnings                   $   700           $   949           $   805           $   761

Limited partners' share of distributions                  $ 1,559           $ 1,559           $ 1,560           $ 1,559


                                                                                    1999 Quarters Ended
                                                          -------------------------------------------------------------
                                                          Mar. 31           June 30           Sept. 30          Dec. 31
                                                          -------------------------------------------------------------

Rental income                                             $ 2,921           $ 2,871           $ 3,037           $ 3,202

Income (loss) from operations                             $    22           $  (108)          $   454           $   732

Net earnings (loss)                                       $    38           $   (90)          $   471           $   752

Limited partners' share of net earnings (loss)            $    20           $  (104)          $   457           $   736

Limited partners' share of distributions                  $ 1,782           $ 1,559           $ 1,559           $ 1,559


                                                                                    1998 Quarters Ended
                                                          -------------------------------------------------------------
                                                          Mar. 31           June 30           Sept. 30          Dec. 31
                                                          -------------------------------------------------------------

Rental income                                             $ 3,595           $ 3,546           $ 3,597           $ 3,527

Income from operations                                    $   943           $ 1,275           $ 1,061           $   374

Net earnings                                              $   946           $ 1,283           $ 1,076           $   392

Limited partners' share of net earnings                   $   925           $ 1,262           $ 1,056           $   377

Limited partners' share of distributions                  $ 2,005           $ 2,004           $ 1,857           $ 1,781

The amounts of income from operations are different from the amounts  previously
reported in reports on Form 10-Q filed for the years 2000,  1999 and 1998 as the
Registrant adopted SAB 101, "Revenue  Recognition in Financial  Statements",  in
the  fourth  quarter  of  fiscal  2000  and  reclassified  gain/loss  on sale of
containers  from  other  income  (after  income  from  operations)  to costs and
expenses  (before  income from  operations).  To conform to the  current  year's
presentation,   the  following   reclassifications  were  made  to  income  from
operations:
                                                          Mar. 31           June 30           Sept. 30          Dec. 31
                                                          -------------------------------------------------------------

                                             2000         $   (23)          $   (22)          $   (10)          $     5
                                             1999         $   (64)          $   (71)          $     3           $   (20)
                                             1998         $    14           $     6           $    (3)          $   (54)

</TABLE>

<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 general partners are TCC,
TEM and TL. TCC is the Managing  General  Partner of the Partnership and TEM and
TL are Associate  General  Partners.  The Managing General Partner and Associate
General Partners are collectively referred to as the General Partners.  TCC, TEM
and TL are wholly-owned or  substantially-owned  subsidiaries of Textainer Group
Holdings  Limited  (TGH).  The General  Partners act in this  capacity for other
limited  partnerships.  Prior to its  liquidation  in  October  1998,  Textainer
Acquisition  Services Limited (TAS) was an affiliate of the General Partners and
performed  services  related to the acquisition of equipment  outside the United
States on behalf of the Partnership. Effective November 1998, these services are
performed by TEM.

TCC,  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, 2000,  all Section 16(a) filing  requirements  were complied
with. No member of management, or beneficial owner owned more than 10 percent of
any  interest in the  Partnership.  None of the  individuals  subject to Section
16(a) failed to file or filed late any reports of transactions in the Units.




<PAGE>
<TABLE>
<CAPTION>



The directors and executive officers of the General Partners are as follows:

Name                             Age     Position
<S>                              <C>     <C>

Neil I. Jowell                   67      Director and Chairman of TGH, TEM, TL, TCC and TFS
John A. Maccarone                56      President, CEO and Director of TGH, TEM, TL, TCC and TFS
James E. Hoelter                 61      Director of TGH, TEM, TL, TCC and TFS
Alex M. Brown                    62      Director of TGH, TEM, TL, TCC and TFS
Harold J. Samson                 79      Director of TGH and TL
Philip K. Brewer                 44      Senior Vice President - Asset Management Group and Director of TEM and TL
Robert D. Pedersen               41      Senior Vice President - Leasing Group, Director of TEM
Ernest J. Furtado                45      Senior Vice  President , CFO and  Secretary  of TGH,  TEM,  TL, TCC and TFS,
                                         Director of TEM, TCC and TFS
Wolfgang Geyer                   47      Regional Vice President - Europe
Mak Wing Sing                    43      Regional Vice President - South Asia
Masanori Sagara                  45      Regional Vice President - North Asia
Stefan Mackula                   48      Vice President -  Equipment Resale
Anthony C. Sowry                 48      Vice President - Corporate Operations and Acquisitions
Richard G. Murphy                48      Vice President - Risk Management
Janet S. Ruggero                 52      Vice President - Administration and Marketing Services
Jens W. Palludan                 50      Regional Vice President - Americas and Logistics
Isam K. Kabbani                  66      Director of TGH and TL
James A. C. Owens                61      Director of TGH and TL
S. Arthur Morris                 67      Director of TGH, TEM and TL
Dudley R. Cottingham             49      Assistant Secretary, Vice President and Director of TGH, TEM and TL
Nadine Forsman                   33      Controller of TCC and TFS
</TABLE>

         Neil I. Jowell is Director  and  Chairman of TGH,  TEM, TL, TCC and TFS
and a member of the Investment  Advisory 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,  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  Bachelor  of  Commerce  and L.L.B.  degrees  from the
University of Cape Town.

         John A.  Maccarone is President,  CEO and Director of TGH, TEM, TL, TCC
and TFS. In this capacity he is responsible for overseeing the management of and
coordinating  the  activities  of  Textainer's  worldwide  fleet of marine cargo
containers and the activities of all of these corporations.  Additionally, he is
Chairman of the Equipment  Investment  Committee,  the Credit  Committee and the
Investment  Advisory  Committee (see  "Committees",  below).  Mr.  Maccarone was
instrumental  in co-founding  Intermodal  Equipment  Associates  (IEA), a marine
container  leasing  company  based  in San  Francisco,  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 Bachelor of Science  degree in
Engineering  Management  from  Boston  University  and  an  M.B.A.  from  Loyola
University of Chicago.

         James E.  Hoelter  is a  director  of TGH,  TEM,  TL,  TCC and TFS.  In
addition,  Mr. Hoelter is a member of the Equipment Investment Committee and the
Investment  Advisory  Committee (see  "Committees",  below). Mr. Hoelter was the
President  and  Chief  Executive  Officer  of TGH and TL from  1993 to 1998  and
currently serves as a consultant to Trencor (1999 to present).  Prior to joining
the  Textainer  Group in 1987,  Mr.  Hoelter was  president of IEA. Mr.  Hoelter
co-founded IEA in 1978 with Mr. Maccarone and was president from inception until
1987.  From 1976 to 1978,  Mr.  Hoelter was vice president for Trans Ocean Ltd.,
San Francisco,  a marine container leasing company, where he was responsible for
North America. From 1971 to 1976, he worked for Itel Corporation, San Francisco,
where he was  director of  financial  leasing for the  container  division.  Mr.
Hoelter  received his B.B.A. in finance from the University of Wisconsin,  where
he is an emeritus member of its Business School's Dean's Advisory Board, and his
M.B.A. from the Harvard Graduate School of Business Administration.

         Alex M. Brown is a director of TGH, TEM, TL, TCC and TFS. Additionally,
he is a member of the Equipment Investment Committee and the Investment Advisory
Committee (see "Committees",  below). Among other directorships,  Mr. Brown is a
director of Trencor Ltd. (1996 to present),  which is publicly traded and listed
on the  Johannesburg  Stock  Exchange.  Mr.  Brown  became  affiliated  with the
Textainer  Group in April 1986. From 1987 until 1993, he was President and Chief
Executive  Officer of Textainer,  Inc. and the Chairman of the Textainer  Group.
Mr. Brown was the managing director of Cross County Leasing in England from 1984
until it was  acquired by Textainer  in 1986.  From 1993 to 1997,  Mr. Brown was
Chief Executive Officer of AAF, a company affiliated with Trencor Ltd. Mr. Brown
was also Chairman of WACO International  Corporation,  based in Cleveland,  Ohio
until 1997.

         Harold J.  Samson is a  director  of TGH and TL and has  served as such
since  the  formation  of these  companies  in 1993.  He is also a member of the
Investment Advisory Committee (see "Committees",  below). Mr. Samson served as a
consultant to various  securities  firms from 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 - Asset  Management Group and
director of TEM and TL. He was  President of TCC and TFS from January 1, 1998 to
December  31,  1998  until his  appointment  as Senior  Vice  President  - Asset
Management Group. As President of TCC, Mr. Brewer was responsible for overseeing
the  management  of, and  coordinating  the activities of TCC and TFS. As Senior
Vice President,  he is responsible  for optimizing the capital  structure of and
identifying  new sources of finance for  Textainer,  as well as  overseeing  the
management of and  coordinating  the activities of Textainer's  risk management,
logistics  and the resale  divisions.  Mr.  Brewer is a member of the  Equipment
Investment  Committee,  the Credit  Committee and was a member of the Investment
Advisory Committee through December 31, 1998 (see "Committees"  below). Prior to
joining  Textainer in 1996, as Senior Vice  President - Capital  Markets for TGH
and TL, 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  Senior  Vice-President  - Leasing  Group and a
Director  of  TEM,   responsible  for  worldwide  sales  and  marketing  related
activities and operations.  Mr. Pedersen is a member of the Equipment Investment
Committee and the Credit Committee (see "Committees" below). He joined Textainer
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
Klinge Cool, a manufacturer of refrigerated  container  cooling units (from 1989
to 1991), where he was worldwide sales and marketing director, XTRA, a container
lessor (from 1985 to 1988) and Maersk Line, a container shipping line (from 1978
to  1984).  Mr.  Pedersen  is  a  graduate  of  the  A.P.  Moller  shipping  and
transportation program and the Merkonom Business School in Copenhagen,  majoring
in Company Organization.

         Ernest J. Furtado is Senior Vice  President,  CFO and Secretary of TGH,
TEM, TL, TCC and TFS and a Director of TEM, TCC and TFS, in which capacity he is
responsible for all accounting,  financial  management,  and reporting functions
for TGH, TEM, TL, TCC and TFS.  Additionally,  he is a member of the  Investment
Advisory  Committee for which he serves as Secretary,  the Equipment  Investment
Committee and the Credit  Committee (see  "Committees",  below).  Prior to these
positions,  he held a number of accounting and financial management positions at
Textainer, of increasing responsibility. 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.

         Wolfgang  Geyer is based  in  Hamburg,  Germany  and is  Regional  Vice
President - Europe,  responsible  for  coordinating  all leasing  activities  in
Europe,  Africa and the Middle  East/Persian Gulf. Mr. Geyer joined Textainer in
1993 and was the Marketing  Director in Hamburg  through July 1997. From 1991 to
1993,  Mr. Geyer most recently was the Senior Vice  President for Clou Container
Leasing,  responsible for its worldwide leasing activities.  Mr. Geyer spent the
remainder of his leasing career, 1975 through 1991, with Itel Container,  during
which time he held numerous  positions in both  operations and marketing  within
the company.

         Mak Wing Sing is based in Singapore and is the Regional Vice  President
- South Asia,  responsible  for container  leasing  activities in  North/Central
People's  Republic of China,  Hong Kong,  South China (PRC),  Southeast Asia and
Australia/New Zealand. 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 based in Yokohama,  Japan and is the Regional  Vice
President - North Asia,  responsible for container leasing  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 at 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,  responsible  for
coordinating the worldwide sale of equipment into secondary markets. Mr. Mackula
also  served  as Vice  President  -  Marketing  from  1989 to 1991  where he was
responsible for coordinating all leasing  activities in Europe,  Africa, and the
Middle East.  Mr. Mackula  joined  Textainer in 1983 as Leasing  Manager for the
United Kingdom. Prior to joining Textainer, Mr. Mackula held, beginning in 1972,
a variety of positions in the international container shipping industry.

         Anthony  C.  Sowry  is  Vice  President  -  Corporate   Operations  and
Acquisitions.  He is also a member of the Equipment Investment Committee and the
Credit   Committee  (see   "Committees",   below).   Mr.  Sowry  supervises  all
international  container  operations and maintenance and technical functions for
the fleets under Textainer's management.  In addition, he is responsible for the
acquisition of all new and used containers for the Textainer Group. He began his
affiliation  with  Textainer in 1982,  when he served as Fleet  Quality  Control
Manager for Textainer  Inc.  until 1988.  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.


         Richard G. Murphy is Vice President,  Risk Management,  responsible for
all credit and risk management functions.  He also supervises the administrative
aspects of  equipment  acquisitions.  He is a member of and acts as secretary to
the Equipment  Investment and Credit  Committees (see  "Committees",  below). He
previously  served as TEM's 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.  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.

         Jens W. Palludan is based in Hackensack, New Jersey and is the Regional
Vice  President - Americas and  Logistics,  responsible  for  container  leasing
activities in North/South America and for coordinating  container logistics.  He
joined Textainer in 1993 as Regional Vice President - Americas/Africa/Australia,
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.  Mr.  Palludan's most recent
position at Maersk was that of General Manager,  Equipment and Terminals,  where
he was  responsible  for the entire managed fleet.  Mr. Palludan holds an M.B.A.
from the Centre European D'Education Permanente, Fontainebleau, France.

         Sheikh  Isam K.  Kabbani is a director  of TGH and TL. He has served as
such  since  the  formation  of these  companies  in 1993.  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
since been his principal business  activity.  Sheikh Kabbani holds a B.A. degree
from  Swarthmore  College,  Pennsylvania,  and an M.A.  degree in Economics  and
International Relations from Columbia University.

         James A. C.  Owens is a  director  of TGH and TL.  Mr.  Owens  has been
associated  with the Textainer Group since 1980. In 1983 he was appointed to the
Board of Textainer  Inc., and served as President of Textainer Inc. from 1984 to
1987. From 1987 to 1998, Mr. Owens served as an alternate director on the Boards
of TI, TGH and TL and has served as  director  of TGH and TL since  1998.  Apart
from his association  with the Textainer  Group,  Mr. Owens has been involved in
insurance and financial brokerage companies and captive insurance companies.  He
is a member of a number of Boards of  Directors.  Mr.  Owens holds a Bachelor of
Commerce degree from the University of South Africa.

         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 (1977 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.

         Nadine Forsman is the Controller of TCC and TFS. Additionally, she is a
member of the Investment Advisory Committee and Equipment  Investment  Committee
(See  "Committees"  below). As controller of TCC and TFS, she is responsible for
accounting, financial management and reporting functions for TCC and TFS as well
as  overseeing  all  communications  with  the  Limited  Partners  and as  such,
supervises  personnel in performing these functions.  Prior to joining Textainer
in August 1996, Ms. Forsman was employed by KPMG LLP, holding various positions,
the most  recent  of which was  manager,  from 1990 to 1996.  Ms.  Forsman  is a
Certified Public  Accountant and holds a B.S. in Accounting and Finance from San
Francisco State University.


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
reviews the equipment  leasing  operations of the Partnership on a regular basis
with emphasis on matters involving equipment  purchases,  equipment  remarketing
issues, and decisions regarding ultimate  disposition of equipment.  The members
of the committee are John A. Maccarone (Chairman),  James E. Hoelter, Anthony C.
Sowry, Richard G. Murphy (Secretary), Alex M. Brown, Philip K. Brewer, Robert D.
Pedersen, Ernest J. Furtado and Nadine Forsman.

         Credit Committee.  The Credit Committee  establishes  credit limits for
every lessee and potential  lessee of equipment and  periodically  reviews these
limits. In setting such limits,  the Credit Committee  considers 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 John A. Maccarone (Chairman), Richard G.
Murphy (Secretary), Janet S. Ruggero, Anthony C. Sowry, Philip K. Brewer, Ernest
J. Furtado and Robert D. Pedersen.

         Investment  Advisory  Committee.   The  Investment  Advisory  Committee
reviews 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  John  A.  Maccarone  (Chairman),   James  E.  Hoelter,  Ernest  J.  Furtado
(Secretary), Nadine Forsman, Harold J. Samson, Alex M. Brown and Neil I. Jowell.

ITEM 11. EXECUTIVE COMPENSATION

The Registrant  has no executive  officers and does not reimburse TCC, TEM or TL
for the  remuneration  payable  to their  executive  officers.  For  information
regarding  reimbursements  made by the Registrant to the General  Partners,  see
note 2 of the Financial Statements in Item 8.



<PAGE>


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, 2001:

                                                       Number
         Name of Beneficial Owner                     Of Units       % All Units

         Ernest J. Furtado......................           600           0.0135%
         James E. Hoelter.......................         1,370           0.0308%
                                                         -----           -------

         Officers and Management as a Group.....         1,970           0.0443%
                                                         =====           =======

(c)      Changes in control.

         Inapplicable.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
                             (Amounts in thousands)

(a)      Transactions with Management and Others.

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

                                                           2000             1999
                                                           ----             ----
         Due from affiliates:
         Due from TEM.........................             $533             $581
                                                            ---              ---

         Due to affiliates:
         Due to TL............................                4                4
         Due to TCC...........................               15               12
                                                            ---              ---
                                                             19               16
                                                            ---              ---

         Due from affiliates, net                          $514             $565
                                                            ===              ===

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

         It is the policy of the Partnership and the General  Partners to charge
         interest on amounts due to the General  Partners which are  outstanding
         for more than one month,  to the extent such  balances  relate to loans
         for container purchases. Interest is charged at a rate not greater than
         the General Partners' or affiliates' own cost of funds. The Partnership
         incurred $7 of interest  expense on amounts due to the General Partners
         during the year ended December 31, 1998. The  Partnership did not incur
         interest expense during the years ended December 31, 2000 and 1999.


         In addition,  the Registrant paid or will pay the following  amounts to
         the General Partners or TAS:


<PAGE>



         Acquisition  fees in  connection  with the  purchase of  containers  on
         behalf of the Registrant:
<TABLE>
<CAPTION>

                                                          2000              1999              1998
                                                          ----              ----              ----
<S>                                                       <C>                <C>               <C>

                  TAS....................                 $  -               $ -              $  1
                  TEM....................                  122                 -                16
                                                           ---                --               ---

                  Total..................                 $122               $ -              $ 17
                                                           ===                ==               ===

         Management fees in connection with the operations of the Registrant:

                                                          2000              1999              1998
                                                          ----              ----              ----

                  TEM....................               $1,135            $1,109            $1,315
                                                         =====             =====             =====


         Reimbursement   for   administrative   costs  in  connection  with  the
         operations of the Registrant:

                                                          2000              1999              1998
                                                          ----              ----              ----

                  TEM....................                 $546              $561              $700
                  TCC....................                   81                67                73
                                                           ---               ---               ---

                  Total..................                 $627              $628              $773
                                                           ===               ===               ===
</TABLE>

(b)      Certain Business Relationships.

         Inapplicable.

(c)      Indebtedness of Management

         Inapplicable.

(d)      Transactions with Promoters

         Inapplicable.

See the "Management"  and  "Compensation of the General Partners and Affiliates"
sections 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, 2000 are contained in Item 8 of this Report.

         2.   Financial Statement Schedules.

              (i) Independent Auditors' Report on Supplementary 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. 3 to the  Registrant's  Registration  Statement
                  (No. 33-71944), as filed with the Commission on April 8, 1994,
                  as  supplemented  by Post  Effective  Amendment No. 2 as filed
                  under  Section  8(c) of the  Securities  Act of 1933 on May 5,
                  1996 and  Supplement  No. 5 as filed  under Rule 424(b) of the
                  Securities Act of 1933 on March 18, 1996.

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

(b)      During the year ended  2000,  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 V, L.P.:

Under the date of February  16,  2001,  we  reported  on the  balance  sheets of
Textainer  Equipment  Income Fund V, L.P. (the  Partnership)  as of December 31,
2000 and 1999,  and the related  statements of earnings,  partners'  capital and
cash flows for each of the years in the  three-year  period  ended  December 31,
2000,  which are included in the 2000 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 LLP



San Francisco, California
February 16, 2001


<PAGE>
<TABLE>
<CAPTION>


TEXTAINER EQUIPMENT INCOME FUND V, L.P.
(A California Limited Partnership)

Schedule II - Valuation and Qualifying Accounts

(Amounts in thousands)
-----------------------------------------------------------------------------------------------------------------

                                                                      Charged                          Balance
                                                    Balance at        to Costs                         at End
                                                     Beginning          and                              of
                                                     of Period        Expenses       Deduction         Period
                                                     ---------        --------       ---------         ------
<S>                                                  <C>              <C>            <C>               <C>

For the year ended December 31, 2000:

Allowance for
  doubtful accounts                                    $  481           $ (143)        $  (133)        $  205
                                                         ----             ----           ------          ----

Recovery cost reserve                                  $  172           $  101         $   (77)        $  196
                                                         ----             ----           ------          ----

Damage protection
  plan reserve                                         $  531           $  257         $  (392)        $  396
                                                         ----             ----           ------          ----

For the year ended December 31, 1999:

Allowance for
  doubtful accounts                                    $  353           $  164         $   (36)        $  481
                                                         ----             ----           ------          ----

Recovery cost reserve                                  $  132           $  119         $   (79)        $  172
                                                         ----             ----           ------          ----

Damage protection
  plan reserve                                         $  397           $  581         $  (447)        $  531
                                                         ----             ----           ------          ----

For the year ended December 31, 1998:

Allowance for
  doubtful accounts                                    $  387           $    5         $   (39)        $  353
                                                         ----             ----           ------          ----

Recovery cost reserve                                  $   89           $  178         $  (135)        $  132
                                                         ----             ----           ------          ----

Damage protection
  plan reserve                                         $  340           $  331         $  (274)        $  397
                                                         ----             ----            -----          ----
</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 V, L.P.
                                       A California Limited Partnership

                                       By Textainer Capital Corporation
                                       The Managing General Partner

                                       By
                                       ---------------------------------------
                                       Ernest J. Furtado
                                       Senior Vice President

Date:  March 20, 2001

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

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

_______________________________________            Senior Vice President, CFO                   March 20, 2001
Ernest J. Furtado                                  (Principal Financial and
                                                   Accounting Officer),
                                                   Secretary and Director

_______________________________________            President (Principal Executive               March 20, 2001
John A. Maccarone                                  Officer), and Director


                                                   Chairman of the Board and Director           March 20, 2001
_______________________________________
Neil I. Jowell

</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 V, L.P.
                                       A California Limited Partnership


                                       By Textainer Capital Corporation
                                       The Managing General Partner

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

Date: March 20, 2001

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

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



/s/Ernest J. Furtado                               Senior Vice President, CFO                   March 20, 2001
____________________________                       (Principal Financial and
Ernest J. Furtado                                  Accounting Officer),
                                                   Secretary and Director

/s/John A. Maccarone                               President (Principal Executive               March 20, 2001
____________________________                       Officer), and Director
John A. Maccarone


/s/Neil I. Jowell                                  Chairman of the Board and Director           March 20, 2001
____________________________
Neil I. Jowell
</TABLE>