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


March 28, 2002


Securities and Exchange Commission
Washington, DC  20549

Ladies & 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, 2001.

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, 2001

                         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)

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

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  certain physical
               damage to containers.  Container  leasing  companies compete with
               one another on the basis of lease rates,  fees charged,  services
               provided   and   availability   of   equipment.   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.  Some of the
               Partnership's   equipment   is  leased  under   long-term   lease
               agreements.  Unlike  master  lease  agreements,  long-term  lease
               agreements  provide  for  containers  to be leased for periods of
               between three to five years. Such leases are generally cancelable
               with a  penalty  at the end of each  twelve-month  period.  Under
               direct finance leases, the containers are usually leased from the
               Partnership for the remainder of the container's useful life with
               a purchase  option at the end of the lease term.  Direct  finance
               leases currently cover a minority of the Partnership's equipment.
               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, 2001,  2000,   and  1999  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  88% of  the  total equipment
               held   by   all  container   leasing   companies.  The   top  two
               container leasing companies combined control approximately 31% 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,  2001  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, 2001
               had a total of 157 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 11%, 13% and 14% of the Registrant's rental revenue
               during  the  years  ended  December  31,  2001,  2000  and  1999,
               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, 2001, the Registrant owned the following types and quantities
of equipment:

         20-foot standard dry freight containers                          10,038
         40-foot standard dry freight containers                          10,192
         40-foot high cube dry freight containers                          4,655
                                                                          ------
                                                                          24,885
                                                                          ======

During  December 2001,  approximately  56% of these  containers were on lease to
international shipping companies, and the balance were being stored primarily at
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,  2002,  there were 4,770  holders of record
                    of limited partnership interests in the Registrant.

(b)(2)              Inapplicable.

(c)      Dividends.

                    Inapplicable.

At December 31, 2001, the Registrant was paying  distributions  at an annualized
rate equal to 5% of a Unit's  initial cost, or $1.00 per Unit.  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>
<TABLE>
<CAPTION>

ITEM 6.      SELECTED FINANCIAL DATA
                                                           (Amounts in thousands except for per unit amounts)
                                                                       Years Ended December 31,
                                               ---------------------------------------------------------------------
                                                      2001          2000          1999           1998           1997
                                                      ----          ----          ----           ----           ----
<S>                                                    <C>          <C>            <C>            <C>           <C>
Rental income...........................          $ 10,169      $ 12,584      $ 12,031       $ 14,265       $ 14,012

Income from operations..................          $     37      $  3,143      $  1,100       $  3,653       $  3,927

Net earnings............................          $    108      $  3,278      $  1,171       $  3,697       $  3,961

Net earnings per unit of
  limited partner interest..............          $   0.01      $   0.72      $   0.25       $   0.81       $   0.86

Distributions per unit of
  limited partner interest..............          $   1.23      $   1.40      $   1.45       $   1.72       $   1.87

Distributions per unit of limited
   partner interest representing
   return of capital....................          $   1.22      $   0.68      $   1.20       $   0.91       $   1.01

Total assets............................          $ 51,721      $ 57,638      $ 60,224       $ 65,390       $ 69,623


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 which will assist in evaluating the
financial  condition of the  Partnership  for the years ended December 31, 2001,
2000 and 1999.  Please refer to the  Financial  Statements  and Notes thereto in
connection with the following discussion.

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 General Partners
manage and control the affairs of the Partnership.

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.

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.  Rental
income is the  Partnership's  principal source of liquidity and provides a major
source of funds for distributions.  Rental income has been adversely affected by
current market conditions for leased containers, and these market conditions may
continue or worsen.  Market  conditions  are discussed more fully in "Results of
Operations." The  Partnership's  cash is affected by cash provided by or used in
operating, investing and financing activities. These activities are discussed in
detail below.

Limited partners are currently receiving monthly  distributions in an annualized
amount equal to 5% of their original investment.  During the year ended December
31, 2001,  the  Partnership  declared  cash  distributions  to limited  partners
pertaining to the period from December 2000 through November 2001, in the amount
of $5,492.  On a cash basis, all of these  distributions  were from current year
operating activities. On a financial statement basis, these distributions were a
return of capital.

From time to time,  the  Partnership  redeems units from limited  partners for a
specified  redemption  value,  which  is  set  by  formula.  Up  to  2%  of  the
Partnership's outstanding units may be redeemed each year, although the 2% limit
may be exceeded at the Managing General  Partner's  discretion.  All redemptions
are subject to the Managing  General  Partner's  good faith  determination  that
payment for the redeemed units will not (i) cause the Partnership to be taxed as
a  corporation,  (ii) impair the capital or  operations of the  Partnership,  or
(iii) impair the ability of the Partnership to pay  distributions  in accordance
with its  distribution  policy.  During the year ended  December 31,  2001,  the
Partnership  redeemed  5,500  units  for a  total  dollar  amount  of  $55.  The
Partnership used cash flow from operations to pay for the redeemed units.

At December 31, 2001, the Partnership had no commitments to purchase containers.

Net cash provided by operating  activities for the years ended December 31, 2001
and 2000 was $5,875 and $8,547,  respectively.  The decrease of $2,672,  or 31%,
was  primarily  attributable  to the  decrease  in net  earnings,  adjusted  for
non-cash  transactions,  offset by fluctuations in gross accounts receivable and
due from  affiliates,  net. Net  earnings,  adjusted for non-cash  transactions,
decreased  primarily  due to the  decrease in rental  income and the increase in
direct container  expenses.  These items are discussed more fully in "Results of
Operations".  Gross  accounts  receivable  decreased  $734 during the year ended
December 31, 2001,  primarily due to the decrease in rental income. The decrease
in gross  accounts  receivable of $610 during the year ended  December 31, 2000,
was primarily due to the decrease in the average  collection  period of accounts
receivable.  The fluctuations in due from  affiliates,  net resulted from timing
differences  in  the  payment  of  expenses,  fees  and  distributions  and  the
remittance of net rental revenues and sales proceeds, as well as in fluctuations
in these amounts.

For the years  ended  December  31,  2001 and 2000,  net cash used in  investing
activities  (the  purchase  and  sale of  containers)  was  $1,167  and  $1,686,
respectively.  The  decrease of $519 was  primarily  due to the decrease in cash
used for container purchases. Cash used for container purchases decreased due to
the Partnership  purchasing  fewer containers at a lower average purchase price.
This  decrease was  partially  offset by timing  differences  in the accrual and
payment of these  purchases.  Proceeds  from  container  sales  were  comparable
between  the  periods  as the  number of  containers  sold and the  sales  price
received on container  sales were  comparable for both periods;  however,  these
sales  proceeds are lower than sales  proceeds  received in previous  years as a
result of current market conditions,  which have adversely affected the value of
used  containers.   Until  market  conditions  improve  in  certain  low  demand
locations, the Partnership plans to continue selling some of its containers that
are off-lease in these  locations.  The number of containers  sold,  both in low
demand locations and elsewhere, as well as the average sales prices, 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 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.

Both cash from  operations  available for  reinvestment  and sales proceeds have
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,  and the
majority of cash available for reinvestment is from sales proceeds.

Results of Operations

The  Partnership's  income from operations,  which consists  primarily of rental
income  less  costs  and  expenses  (including  container  depreciation,  direct
container  expenses,   management  fees,  and  reimbursement  of  administrative
expenses)  was directly  related to the size of the  container  fleet during the
years ended  December 31, 2001,  2000 and 1999, as well as certain other factors
as discussed below. The following is a summary of the container fleet (in units)
available for lease during those periods:

                                                   2001        2000        1999
                                                   ----        ----        ----

          Beginning container fleet..........    24,532      23,810      24,165
          Ending container fleet.............    24,885      24,532      23,810
          Average container fleet............    24,709      24,171      23,988

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 toward 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 64%, 82% and 76% during the years
ended December 31, 2001, 2000 and 1999,  respectively.  The remaining  container
fleet is off-lease  and is being  stored  primarily at a large number of storage
depots. At December 31, 2001, the Partnership's  off-lease containers (in units)
were located in the following locations:


      America                                   2,184
      Europe                                    1,771
      Asia                                      6,527
                                               ------

      Total off-lease containers               10,482
                                               ======

In addition to  utilization,  rental  income is affected by daily rental  rates,
which have decreased slightly between the periods, as discussed below.

The  following is a comparative  analysis of the results of  operations  for the
years ended December 31, 2001, 2000 and 1999.

The  Partnership's  income from operations for the years ended December 31, 2001
and 2000 was $37 and  $3,143,  respectively,  on rental  income of  $10,169  and
$12,584, respectively. The decrease in rental income of $2,415, or 19%, from the
year ended December 31, 2000 to the comparable  period in 2001 was  attributable
to a decrease in container rental income,  offset by an increase in other rental
income,  which is discussed  below.  Income from  container  rentals,  the major
component of total  revenue,  decreased  $2,623,  or 23%,  primarily  due to the
decrease in the average  on-hire  utilization of 22% and average rental rates of
3% between the periods.  The  majority of the  Partnership's  rental  income was
generated  from  the  leasing  of  the  Partnership's  containers  under  master
operating leases

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.  Income from container  rentals  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%.

In the fourth  quarter of 2000,  utilization  began to decline and  continued to
decline  during 2001 and into the  beginning  of 2002.  This  decline was due to
lower overall demand by shipping lines for leased containers, which is primarily
a result of the  worldwide  economic  slowdown.  Two other factors are currently
reducing  the demand for leased  containers.  Shipping  lines have added  larger
vessels to their fleets, which combined with lower cargo volume growth, has made
it easier for them to use otherwise  empty vessel space to reposition  their own
containers back to high demand locations.  Additionally,  in anticipation of the
delivery of these new, larger  vessels,  many shipping lines placed large orders
for new  containers in 2000 and 2001,  thus  temporarily  reducing their need to
lease containers.  These orders for additional  containers are part of a general
increase in vessel  capacity for the  shipping  lines.  This  increase in vessel
capacity  amounted to 12% in 2001. An additional  increase in vessel capacity of
approximately 12% is expected in 2002,  because the shipping lines placed orders
for  additional  ships before  recognizing  the slowdown in world trade.  To the
extent that this increased vessel capacity remains underutilized, shipping lines
may seek to cut costs in order to sustain  profits or reduce  losses,  which may
put further downward pressure on demand for containers.

As a result of the lower  demand,  the trade  imbalance  between  Asia and North
America and Asia and Europe has eased slightly.  Combined with the excess vessel
capacity,  these  factors  have made it easier,  although not  necessarily  less
expensive,  to reposition  containers.  During the year ended December 31, 2001,
the  Partnership  was  able to  reposition  newer  containers  from  low  demand
locations in North America and Europe to historically higher demand locations in
Asia. As a consequence,  the build-up of containers in North America and Europe,
which persisted over the past several years, has eased slightly.  For the number
of off-lease  containers  located in the lower  demand  locations of America and
Europe, see chart above.

Nevertheless,  the Partnership  continues to sell (rather than  reposition) some
containers located in low demand locations,  but primarily only those containers
that were  damaged.  The  decision  to sell  containers  is based on the current
expectation  that the economic  benefit of selling  these  containers is greater
than the  estimated  economic  benefit of  continuing  to own these  containers.

Current market  conditions  continue to cause a decline in the economic value of
used containers.  The average sales price for containers sold by the Partnership
as well as other  Partnerships  managed by the General  Partners has  decreased.
Additionally,  other Partnerships  managed by the General Partners have recorded
write-downs  and losses on certain older  containers.  Many of these  containers
have been  located in 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.  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 of some or all of its
container rental equipment.

Despite  the  decline in demand for leased  containers  discussed  above and the
decline in new container  purchase prices,  rental rates were comparable  during
these periods. Until such time as the worldwide economies improve,  particularly
those of the United States and Europe,  and cargo volumes  increase to the point
where this year's 12% increase in worldwide  vessel capacity is absorbed,  there
may be no significant improvements in utilization or rental rates.

Therefore,  the General  Partners do not  foresee  material  changes in existing
market  conditions  for the near term.  Should  there be a worldwide  recession,
demand for leased  containers  could decline  further and result in a decline in
lease rates and further  declines in  utilization  and  container  sale  prices,
adversely affecting the Partnership's operating results.

Other rental income consists of other lease-related items, primarily income from
charges to lessees for dropping off containers in surplus locations less credits
granted to lessees for  leasing  containers  from  surplus  locations  (location
income),  income  from  charges to lessees for  handling  related to leasing and
returning  containers (handling income) and income from charges to lessees for a
Damage Protection Plan (DPP). For the year ended December 31, 2001, the total of
these  other  rental  income  items was  $1,231,  an  increase  of $208 from the
equivalent period in 2000. The increase in other rental income was primarily due
to the increase in location income of $226.  Location income increased primarily
due to (i) an increase  in charges to lessees for  dropping  off  containers  in
certain  locations;  and (ii) the  decline  in credits  granted  to lessees  for
picking up  containers  from  surplus  locations  as there were fewer  lease-out
opportunities for which credits could be offered.

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.

Direct container  expenses  increased $832, or 29%, from the year ended December
31, 2000 to the equivalent period in 2001, primarily due to increases in storage
expenses of $963,  partially  offset by a decrease  in handling  expense of $66.
Storage expense increased  primarily due to the decrease in average  utilization
noted above. Handling expense decreased due to a decline in the average handling
charge per container and a decline in container  movement  during the year ended
December 31, 2001 compared to the equivalent period in 2000.

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.

Bad debt  (benefit)  expense  was  ($5),  ($143)  and $164 for the  years  ended
December 31, 2001,  2000 and 1999,  respectively.  The  fluctuations in bad debt
benefit/expense  reflect the required adjustment to the bad debt reserve and are
based  on  management's  then  current  estimates  of the  portion  of  accounts
receivable  that  may  not be  collected,  and  which  will  not be  covered  by
insurance.   These  estimates  are  based  primarily  on  management's   current
assessment of the  financial  condition of the  Partnership's  lessees and their
ability to make their required payments.  The benefits recorded during the years
ended  December 31, 2001 and 2000 reflect  lower reserve  requirements  from the
previous year and the expense  recorded  during the year ended December 31, 1999
reflects a greater reserve requirement from the previous year.

Depreciation  expense was comparable at $4,793,  $4,738 and $4,728 for the years
ended December 31, 2001, 2000 and 1999, respectively.

New  container  prices  steadily  declined  from  1995  through  1999.  Although
container  prices  increased in 2000,  these prices declined again in 2001. As a
result the cost of new  containers  purchased in recent  years is  significantly
less  than  the  average  cost of  containers  purchased  in  prior  years.  The
Partnership  evaluated the  recoverability  of the recorded  amount of container
rental  equipment  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, 2001, 2000
and 1999.

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  decreased  $200 or 18%,  from  the  year  ended
December  31, 2000 to the  comparable  period in 2001,  due to decreases in both
equipment and incentive management fees of $162 and $38, respectively. Equipment
management  fees  decreased  due to the  decline  in rental  income,  upon which
equipment  management fees are primarily based. These fees were approximately 7%
of rental income for both periods. Incentive management fees, which are based on
the Partnership's  limited and general partner distributions made from cash from
operations and partners'  capital  decreased  primarily due to a decrease in the
limited  partner  distribution  percentage  from 7% to 5% of  initial  partners'
capital in July 2001.

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 increased due to the increase in rental income and
were  approximately 7% of rental income for both periods.  Incentive  management
fees  decreased  due  to  the  decrease  in  the  limited  partner  distribution
percentage from 8% to 7% of partners' capital in March 1999.

General and  administrative  costs to affiliates  decreased $91 or 15%, from the
year ended December 31, 2000 to the comparable period in 2001,  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.  General and
administrative  costs to  affiliates  were  comparable  at $627 and $628 for the
years ended December 31, 2000 and 1999, respectively.

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

Loss on sale of containers  decreased $40 and $102 from the years ended December
31, 2000 to 2001 and December 31, 1999 to 2000,  respectively.  These  decreases
were primarily due to the Partnership  selling fewer damaged containers in lower
demand locations.

Net earnings per limited partnership unit decreased from $0.72 to $0.01 from the
year  ended  December  31,  2000  to the  same  period  in  2001,  respectively,
reflecting  the decrease in net  earnings  allocated  to limited  partners  from
$3,215 to $56, respectively. 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.  The  allocation  of net earnings for the years
ended December 31, 2001, 2000 and 1999,  included a special  allocation of gross
income of $51, $30 and $51, respectively,  to the General Partners in accordance
with the Partnership Agreement.

Critical Accounting Policies and Estimates

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

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

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

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

The  Partnership  depreciates  its container  rental  equipment based on certain
estimates  related to the  container's  useful  life and  salvage  value.  These
estimates are based upon assumptions  about future demand for leased  containers
and the  estimated  sales price at the end of the  container's  useful life.  If
these  estimates  were  subsequently  revised based on permanent  changes in the
container leasing market, the Partnership would revise its depreciation  policy,
which could adversely affect the Partnership's operating results.

Additionally,  the  recoverability  of the  recorded  amounts of  containers  is
evaluated to ensure that the recorded  amount does not exceed the estimated fair
value of the  containers.  If it is determined  that the recorded amount exceeds
the  estimated  fair  value,  the  Partnership  writes  down the  value of those
containers.  In  determining  the  estimated  fair value,  assumptions  are made
regarding future demand and market  conditions for leased  containers as well as
for used containers and the sales prices for used  containers.  If actual market
conditions are less favorable than those projected or if actual sales prices are
lower than those  estimated by the  Partnership,  additional  write-downs may be
required.  Any additional  write-downs  would adversely affect the Partnership's
operating results.

Accounting Pronouncement

In August 2001, the Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards ("SFAS") No. 144, "Accounting for Impairment or
Disposal  of  Long-Lived  Assets".   SFAS  No.  144  supercedes  SFAS  No.  121,
"Accounting  for the  Impairment  of  Long-Lived  Assets to be Disposed of", and
elements of Accounting  Principles  Board Opinion 30,  "Reporting the Results of
Operations  - Reporting  the Effects on Disposal of a Segment of a Business  and
Extraordinary, Unusual or Infrequently Occurring Events and Transactions."

SFAS No. 144 establishes a  single-accounting  model for long-lived assets to be
disposed of while  maintaining  many of the  provisions  relating to  impairment
testing and  valuation.  The Statement  will be effective on January 1, 2002 and
the  Partnership  is currently  assessing  the impact  adoption will have on the
financial condition and operating results of the Partnership.

Risk Factors and Forward Looking Statements

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

Other risks of the Partnership's  leasing  operations include  competition,  the
cost of  repositioning  containers  after  they come  off-lease,  the risk of an
uninsured loss, including bad debts,  increases in maintenance expenses or other
costs of  operating  the  containers,  and the effect of world  trade,  industry
trends  and/or  general  business  and  economic  cycles  on  the  Partnership's
operations. See "Risk Factors" in the Partnership's Prospectus, as supplemented,
for additional information on risks of the Partnership's business. See "Critical
Accounting  Policies and Estimates"  above for information on the  Partnership's
critical  accounting policies and how changes in those estimates could adversely
affect the Partnership's results of operations.

The foregoing includes forward-looking statements and predictions about possible
or  future  events,  results  of  operations  and  financial  condition.   These
statements  and  predictions  may  prove  to  be  inaccurate,   because  of  the
assumptions  made by the  Partnership  or the  General  Partners  or the  actual
development  of  future  events.  No  assurance  can be given  that any of these
forward-looking statements or predictions will ultimately prove to be correct or
even substantially correct. The risks and uncertainties in these forward-looking
statements  include,  but are not  limited  to,  changes  in demand  for  leased
containers,  changes in global  business  conditions  and their  effect on world
trade,  future  modifications  in the way in  which  the  Partnership's  lessees
conduct their business or of the  profitability of their business,  increases or
decreases in new container  prices or the  availability  of financing  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 14 to 26.

<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, 2001 and
2000, the related  statements of earnings,  partners' capital and cash flows for
each of the years in the  three-year  period  ended  December  31,  2001.  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 audit 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, 2001 and 2000, 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,  2001  in  conformity  with  accounting  principles
generally accepted in the United States of America.



                                  /s/ KPMG LLP



San Francisco, California
February 11, 2002

<PAGE>
<TABLE>
<CAPTION>

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

Balance Sheets

December 31, 2001 and 2000
(Amounts in thousands)
-----------------------------------------------------------------------------------------------------------------

                                                                                2001                    2000
                                                                           ---------------         --------------
<S>                                                                              <C>                  <C>

Assets
Container rental equipment, net of accumulated
   depreciation of $31,700 (2000:  $27,222)                                $       48,576          $      52,557
Cash                                                                                1,038                  1,962
Accounts receivable, net of allowance
   for doubtful accounts of $154 (2000:  $205)                                      1,939                  2,594
Due from affiliates, net (note 2)                                                     156                    514
Prepaid expenses                                                                       12                     11
                                                                           ---------------         --------------

                                                                           $       51,721          $      57,638
                                                                           ===============         ==============
Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                        $          506          $         403
   Accrued liabilities                                                                355                    322
   Accrued recovery costs (note 1(k))                                                 222                    196
   Accrued damage protection plan costs (note 1(l))                                   203                    396
   Container purchases payable                                                          -                    363
   Deferred quarterly distributions (note 1(g))                                        54                     80
                                                                           ---------------         --------------

         Total liabilities                                                          1,340                  1,760
                                                                           ---------------         --------------

Partners' capital:
   General partners                                                                    29                     35
   Limited partners                                                                50,352                 55,843
                                                                           ---------------         --------------

         Total partners' capital                                                   50,381                 55,878
                                                                           ---------------         --------------


                                                                           $       51,721          $      57,638
                                                                           ===============         ==============

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, 2001, 2000 and 1999
(Amounts in thousands except for unit and per unit amounts)
-------------------------------------------------------------------------------------------------------------------------

                                                                      2001                 2000                1999
                                                                 ----------------    ----------------    ----------------
<S>                                                                   <C>                  <C>                 <C>
Rental income                                                    $        10,169     $        12,584     $        12,031
                                                                 ----------------    ----------------    ----------------

Costs and expenses:
   Direct container expenses                                               3,700               2,868               3,926
   Bad debt (benefit) expense                                                 (5)               (143)                164
   Depreciation (note 1(e))                                                4,793               4,738               4,728
   Professional fees                                                          32                  64                  76
   Management fees to affiliates (note 2)                                    935               1,135               1,109
   General and administrative costs to affiliates (note 2)                   536                 627                 628
   Other general and administrative costs                                    131                 102                 148
   Loss on sale of containers                                                 10                  50                 152
                                                                 ----------------    ----------------    ----------------

                                                                          10,132               9,441              10,931
                                                                 ----------------    ----------------    ----------------

       Income from operations                                                 37               3,143               1,100
                                                                 ----------------    ----------------    ----------------

Other income:
   Interest income                                                            71                 135                  71
                                                                 ----------------    ----------------    ---------------

                                                                              71                 135                  71
                                                                 ----------------    ----------------    ----------------

       Net earnings                                              $           108     $         3,278     $         1,171
                                                                 ================    ================    ================

Allocation of net earnings (note 1(g)):
   General partners                                              $            52     $            63     $            62
   Limited partners                                                           56               3,215               1,109
                                                                 ----------------    ----------------    ----------------

                                                                 $           108     $         3,278     $         1,171
                                                                 ================    ================    ================


Limited partners' per unit share of net earnings                 $          0.01     $          0.72     $          0.25
                                                                 ================    ================    ================

Limited partners' per unit share of distributions                $          1.23     $          1.40     $          1.45
                                                                 ================    ================    ================

Weighted average number of limited
   partnership units outstanding (note 1(m))                           4,452,143           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, 2001, 2000 and 1999
(Amounts in thousands)
-----------------------------------------------------------------------------------------------------------------------

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

Distributions                                                            (58)              (5,492)              (5,550)

Redemptions (note 1(n))                                                    -                  (55)                 (55)

Net earnings                                                              52                   56                  108
                                                             ----------------    -----------------    -----------------

Balances at December 31, 2001                                $            29     $         50,352     $         50,381
                                                             ================    =================    =================


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, 2001, 2000 and 1999
(Amounts in thousands)
--------------------------------------------------------------------------------------------------------------------------------

                                                                               2001                2000                 1999
                                                                          --------------      --------------      --------------
<S>                                                                            <C>                  <C>                  <C>
Cash flows from operating activities:
   Net earnings                                                           $         108       $       3,278       $       1,171
   Adjustments to reconcile net earnings to net cash provided
     by operating activities:
         Depreciation                                                             4,793               4,738               4,728
         (Decrease) increase in allowance for doubtful accounts                     (51)               (276)                128
         Write-off of organization costs                                              -                   -                  35
         Loss on sale of containers                                                  10                  50                  152
         Decrease (increase) in assets:
             Accounts receivable                                                    734                 610                 (94)
             Due from affiliates, net                                               313                  68                (101)
             Prepaid expenses                                                        (1)                  2                   6
         Increase (decrease) in liabilities:
             Accounts payable and accrued liabilities                               136                 188                  29
             Accrued recovery costs                                                  26                  24                  40
             Accrued damage protection plan costs                                  (193)               (135)                134
                                                                          --------------      --------------      --------------
             Net cash provided by operating activities                            5,875               8,547               6,228
                                                                          --------------      --------------      --------------

Cash flows from investing activities:
   Proceeds from sale of containers                                                 503                 506                 720
   Container purchases                                                           (1,670)             (2,192)                (12)
                                                                          --------------      --------------      --------------
             Net cash (used in) provided by investing activities                 (1,167)             (1,686)                708
                                                                          --------------      --------------      --------------

Cash flows from financing activities:
   Redemptions of limited partnership units                                         (55)                  -                   -
   Distributions to partners                                                     (5,577)             (6,304)             (6,540)
                                                                          --------------      --------------      --------------
             Net cash used in financing activities                               (5,632)             (6,304)             (6,540)
                                                                          --------------      --------------      --------------

Net (decrease) increase in cash                                                    (924)                557                 396

Cash at beginning of period                                                       1,962               1,405               1,009
                                                                          --------------      --------------      --------------

Cash at end of period                                                     $      (1,038)      $       1,962       $       1,405
                                                                          ==============      ==============      ==============

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, 2001, 2000 and 1999
(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,  2001,  2000,  1999,  and 1998,
resulting in  differences  in amounts  recorded and amounts of cash disbursed or
received by the Partnership, as shown in the Statements of Cash Flows.

                                                                     2001          2000           1999           1998
                                                                     ----          ----           ----           ----
<S>                                                                   <C>           <C>            <C>             <C>
Container purchases included in:
   Due to affiliates.....................................             $24          $  -            $ -           $  -
   Container purchases payable...........................               -           363              -              -

Distributions to partners included in:
   Due to affiliates.....................................               5             6              6              6
   Deferred quarterly distributions......................              54            80             81             94

Proceeds from sale of containers included in:
   Due from affiliates...................................              81           103             86            167

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, 2001, 2000 and 1999.

                                                                                   2001           2000           1999
                                                                                   ----           ----           ----

Container purchases recorded.........................................            $1,331         $2,555         $   12
Container purchases paid.............................................             1,670          2,192             12

Distributions to partners declared...................................             5,550          6,303          6,527
Distributions to partners paid.......................................             5,577          6,304          6,540

Proceeds from sale of containers recorded............................               481            523            639
Proceeds from sale of containers received............................               503            506            720

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, 2001, 2000 and 1999 were $31, $128 and $159, respectively.
</TABLE>

See accompanying notes to financial statements

<PAGE>

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

Notes to Financial Statements

Years ended December 31, 2001, 2000 and 1999
(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.  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".

     (c)  Critical Accounting Policies and 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. The Partnership's  management  evaluates its estimates on
     an  on-going  basis,  including  those  related  to  the  container  rental
     equipment, accounts receivable and accruals.

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

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

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

     The Partnership depreciates its container rental equipment based on certain
     estimates related to the container's  useful life and salvage value.  These
     estimates  are based  upon  assumptions  about  future  demand  for  leased
     containers  and the  estimated  sales  price at the end of the  container's
     useful  life.  If  these  estimates  were  subsequently  revised  based  on
     permanent  changes in the container  leasing market,  the Partnership would
     revise its depreciation policy.

     Additionally,  the  recoverability of the recorded amounts of containers is
     evaluated to ensure that the recorded  amount does not exceed the estimated
     fair value of the containers.  If it is determined that the recorded amount
     exceeds the estimated fair value, the Partnership  writes down the value of
     those containers.  In determining the estimated fair value, assumptions are
     made regarding future demand and market conditions for leased containers as
     well as for used  containers and the sales prices for used  containers.  If
     actual market  conditions  are less  favorable  than those  projected or if
     actual  sales  prices are lower than those  estimated  by the  Partnership,
     additional write-downs may be required.

     (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,  2001  and  2000,  the fair  value  of the  Partnership's
     financial  instruments (cash,  accounts receivable and current liabilities)
     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 accumulated  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, these prices declined again in 2001. As
     a  result  the  cost  of  new  containers  purchased  in  recent  years  is
     significantly  less than the average cost of containers  purchased in prior
     years. The Partnership  evaluated the recoverability of the recorded amount
     of container  rental  equipment 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, 2001, 2000 and 1999.

     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.

     In August 2001, the Financial  Accounting  Standards Board issued Statement
     of  Financial  Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for
     Impairment or Disposal of Long-Lived Assets".  SFAS No. 144 supercedes SFAS
     No. 121, "Accounting for the Impairment of Long-Lived Assets to be Disposed
     of", and elements of Accounting Principles Board Opinion 30, "Reporting the
     Results of Operations - Reporting the Effects on Disposal of a Segment of a
     Business and  Extraordinary,  Unusual or Infrequently  Occurring Events and
     Transactions."

     SFAS No. 144 establishes a single-accounting model for long-lived assets to
     be  disposed  of  while  maintaining  many of the  provisions  relating  to
     impairment  testing and  valuation.  The  Statement  will be  effective  on
     January  1, 2002 and the  Partnership  is  currently  assessing  the impact
     adoption will have on the financial  condition and operating results of the
     Partnership.

     (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, 2001, 2000 and 1999.

     (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
     to be made to the General Partners.

     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 $54 and $80 at
     December 31, 2001 and 2000, 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  TEM.  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, 2001 and 2000, the amounts
     accrued were $222 and $196, 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, 2001 and 2000 was $203 and
     $396, 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  4,452,143,  4,454,893  and  4,454,893  during  each of the years ended
     December 31, 2001, 2000 and 1999.
<TABLE>
<CAPTION>

     (n)  Redemptions

     The following  redemption  offerings were  consummated  by the  Partnership
     during the years ended December 31, 2001:

                                                           Units             Average
                                                          Redeemed      Redemption Price    Amount Paid
                                                          --------      ----------------    ------------
<S>                                                          <C>             <C>                 <C>
       Total Partnership redemptions as of
        December 31, 1998.....................               8,451           $ 17.97              $ 152
                                                            ------                                  ---

       Year ended December 31, 2001
             3rd quarter......................               5,500           $ 10.09                 55
                                                            ------                                  ---

       Total Partnership redemptions as of
        December 31, 2001.....................              13,951           $ 14.87              $ 207
                                                            ======                                  ===

</TABLE>
     There were no  redemptions  during the years  ended  December  31, 2000 and
     1999. The redemption price is fixed by formula.

Note 2.  Transactions with Affiliates

     As part of the operation of the  Partnership,  the Partnership is to pay to
     the General  Partners an acquisition  fee, an equipment  management fee, an
     incentive  management fee and an equipment  liquidation fee. These fees are
     for various  services  provided in connection with the  administration  and
     management of the Partnership.  The Partnership capitalized $63 and $122 of
     equipment  acquisition  fees as part of container  rental  equipment  costs
     during  the years  ended  December  31,  2001 and 2000,  respectively.  The
     Partnership  did not capitalize any equipment  acquisition  fees during the
     year ended December 31, 1999. The Partnership incurred $225, $263, and $269
     of incentive  management fees during each of the three years ended December
     31, 2001, 2000 and 1999,  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, 2001 and 2000.

     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, 2001,  2000 and 1999,  equipment
     management fees totaled $710, $872, and $840, respectively.

     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:

                                                 2001         2000         1999
                                                 ----         ----         ----

               Salaries                          $322         $325         $349
               Other                              214          302          279
                                                  ---          ---          ---
                 Total general and
                    administrative costs         $536         $627         $628
                                                  ===          ===          ===

     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:

                                                 2001         2000         1999
                                                 ----         ----         ----

               TEM                               $469         $546         $561
               TCC                                 67           81           67
                                                  ---          ---          ---
                 Total general and
                    administrative costs         $536         $627         $628
                                                  ===          ===          ===

     The  General  Partners  may acquire  containers  in their own name and hold
     title on a temporary basis for the purpose of facilitating  the acquisition
     of such containers for the  Partnership.  The containers may then be resold
     to the  Partnership  on an  all-cash  basis at a price  equal to the actual
     cost, as defined in the Partnership Agreement. One or more General Partners
     may also arrange for the purchase of containers in its or their names,  and
     the  Partnership may then take title to the containers by paying the seller
     directly. In addition,  the General Partners are entitled to an acquisition
     fee  for  containers  acquired  by  the  Partnership  under  any  of  these
     arrangements.

     At December 31, 2001 and 2000, due from affiliates, net, is comprised of:

                                                             2001           2000
                                                             ----           ----
              Due from affiliates:
                Due from TEM...........................      $179           $533
                                                              ---            ---

              Due to affiliates:
                Due to TL..............................         3              4
                Due to TCC.............................        20             15
                                                              ---            ---
                                                               23             19
                                                              ---            ---

              Due from affiliates, net                       $156           $514
                                                              ===            ===

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


Note 3.   Lease Rental Income (unaudited)

     Leasing income arises principally from the renting of containers to various
     international  shipping lines. Revenue is recorded when earned according to
     the terms of the container rental contracts.  These contracts are typically
     for  terms of five  years or less.  The  following  is the lease mix of the
     on-lease containers (in units) at December 31, 2001 and 2000:

                                                     2001                   2000
                                                     ----                   ----

              On-lease under master leases          9,262                 14,139
              On-lease under long-term leases       5,141                  5,192
                                                   ------                 ------

              Total on-lease containers            14,403                 19,331
                                                   ======                 ======

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

     The remaining  containers are off-lease and are being stored primarily at a
     large number of storage depots in the following locations:

              America                             2,184
              Europe                              1,771
              Asia                                6,527
                                                 ------

              Total off-lease containers         10,482
                                                 ======


Note 4.   Income Taxes

     During 2001,  2000 and 1999,  there were temporary  differences of $43,924,
     $43,108,  and  $37,427,  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, 2001, 2000, and 1999 is as follows:
<TABLE>
<CAPTION>

                                                                               2001          2000           1999
                                                                               ----          ----           ----

<S>                                                                             <C>           <C>            <C>
      Net income per financial statements.........................           $  108      $  3,278       $  1,171

      (Decrease) increase in provision for bad debt...............              (51)         (276)           128
      Depreciation for federal income tax purposes in excess
        of depreciation for financial statement purposes..........           (1,051)       (5,834)        (8,125)
      Gain on sale of fixed assets for federal income tax
        purposes in excess of gain/loss recognized for
        financial statement purposes..............................              479           564            662
      (Decrease) increase in damage protection plan reserve.......             (193)         (135)           134
                                                                              ------      --------       --------

      Net loss for federal income tax purposes....................           $ (708)     $ (2,403)      $ (6,030)
                                                                              ======      ========       ========


</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, 2001, 2000 and 1999:

                                                                              (Amounts in thousands)

                                                                               2001 Quarters Ended
                                                           --------------------------------------------------------------
                                                            Mar. 31          June 30           Sept. 30          Dec. 31
                                                           --------------------------------------------------------------
<S>                                                           <C>                <C>             <C>               <C>
Rental income                                               $ 2,834          $ 2,504            $ 2,545          $ 2,286

Income (loss) from operations                               $   221          $   (85)           $   (31)         $   (68)

Net earnings (loss)                                         $   249          $   (63)           $   (17)         $   (61)

Limited partners' share of net earnings (loss)              $   234          $   (78)           $   (28)         $   (72)

Limited partners' share of distributions                    $ 1,559          $ 1,559            $ 1,262          $ 1,112


                                                                               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
</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  subsidiaries of Textainer Group Holdings Limited (TGH).
The General Partners act in this capacity for other limited partnerships.

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, 2001,  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                   68      Director and Chairman of TGH, TEM, TL, TCC and TFS
John A. Maccarone                57      President, CEO and Director of TGH, TEM, TL, TCC and TFS
James E. Hoelter                 62      Director of TGH, TEM, TL, TCC and TFS
Alex M. Brown                    63      Director of TGH, TEM, TL, TCC and TFS
Harold J. Samson                 80      Director of TGH and TL
Philip K. Brewer                 45      Senior Vice President - Asset Management Group and Director of TEM and TL
Robert D. Pedersen               42      Senior Vice President - Leasing Group, Director of TEM
Ernest J. Furtado                46      Senior Vice  President , CFO and  Secretary  of TGH,  TEM,  TL, TCC and TFS,
                                         Director of TEM, TCC and TFS
Gregory W. Coan                  38      Vice President and Chief Information Officer of TEM
Wolfgang Geyer                   48      Regional Vice President - Europe
Mak Wing Sing                    44      Regional Vice President - South Asia
Masanori Sagara                  46      Regional Vice President - North Asia
Stefan Mackula                   49      Vice President -  Equipment Resale
Anthony C. Sowry                 49      Vice President - Corporate Operations and Acquisitions
Richard G. Murphy                49      Vice President - Risk Management
Janet S. Ruggero                 53      Vice President - Administration and Marketing Services
Jens W. Palludan                 51      Regional Vice President - Americas and Logistics
Isam K. Kabbani                  67      Director of TGH and TL
James A. C. Owens                62      Director of TGH and TL
S. Arthur Morris                 68      Director of TGH, TEM and TL
Dudley R. Cottingham             50      Assistant Secretary, Vice President and Director of TGH, TEM and TL
Nadine Forsman                   34      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). 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 Textainer Group's  reorganization  and 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.

     Gregory W. Coan is Vice President and Chief Information  Officer of TEM. In
this capacity,  Mr. Coan is responsible for the worldwide information systems of
Textainer and serves on the Credit Committee (see "Committees", below). Prior to
these  positions,  Mr.  Coan was the  Director  of  Communications  and  Network
Services from 1995 to 1999, where he was responsible for Textainer's network and
hardware  infrastructure.  Mr. Coan holds a Bachelor of Arts degree in political
science from the  University  of  California  at Berkeley and an M.B.A.  with an
emphasis in telecommunications 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 Textainer Group's  reorganization  and 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, Robert D. Pedersen and Gregory W. Coan.

     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, 2002:

                                                       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 201 (d) Securities under Equity Compensation Plans.

         Inapplicable.

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                             (Amounts in thousands)

(a)      Transactions with Management and Others.

         At December 31, 2001 and 2000,  due from  affiliates, net, is comprised
         of:

                                                           2001             2000
                                                           ----             ----
            Due from affiliates:
              Due from TEM.......................          $179             $533
                                                            ---              ---

            Due to affiliates:
              Due to TL..........................             3                4
              Due to TCC.........................            20               15
                                                            ---              ---
                                                             23               19
                                                            ---              ---

            Due from affiliates, net                       $156             $514
                                                            ===              ===

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

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

<PAGE>

         Acquisition  fees  in  connection  with the purchase of  containers  on
         behalf of the Registrant:

                                              2001           2000           1999
                                              ----           ----           ----

               TEM....................       $  63          $ 122            $ -
                                                ==            ===             ==


         Management fees in connection with the operations of the Registrant:

                                              2001           2000           1999
                                              ----           ----           ----

               TEM....................        $935         $1,135         $1,109
                                               ===          =====          =====

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

                                              2001           2000           1999
                                              ----           ----           ----

               TEM....................       $ 469          $ 546          $ 561
               TCC....................          67             81             67
                                               ---            ---            ---

               Total..................       $ 536          $ 627          $ 628
                                               ===            ===            ===

         The  General Partners may acquire containers in their own name and hold
         title   on a  temporary  basis  for the  purpose  of  facilitating  the
         acquisition  of such containers for the Partnership. The containers may
         then be  resold to  the  Partnership  on an  all-cash  basis at a price
         equal to  the actual cost, as defined in the Partnership Agreement. One
         or   more  General  Partners  may  also  arrange  for the  purchase  of
         containers  in its or their names,  and the  Partnership  may then take
         title to the   containers by paying the seller  directly.  In addition,
         the General Partners  are entitled to an acquisition fee for containers
         acquired by the Partnership under any of these arrangements.

(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, 2001 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 2001, no  reports on Form  8-K have been filed by
         the Registrant.


             Independent Auditors' Report on Supplementary Schedule
             ------------------------------------------------------


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

Under the date of February  11,  2002,  we  reported  on the  balance  sheets of
Textainer  Equipment  Income Fund V, L.P. (the  Partnership)  as of December 31,
2001 and 2000,  and the related  statements of earnings,  partners'  capital and
cash flows for each of the years in the  three-year  period  ended  December 31,
2001,  which are included in the 2001 annual  report on Form 10-K. In connection
with our audit 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.



                                  /s/ KPMG LLP



San Francisco, California
February 11, 2002


<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, 2001:

Allowance for
  doubtful accounts                                     $ 205           $   (5)        $  (46)          $  154
                                                         ----            -----          -----            -----

Recovery cost reserve                                   $ 196           $   87         $  (61)          $  222
                                                         ----            -----          -----            -----

Damage protection
  plan reserve                                          $ 396           $  217         $ (410)          $  203
                                                         ----            -----          -----            -----

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



</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                   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 28, 2002

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:

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


_____________________________                         Senior Vice President, CFO               March 28, 2002
Ernest J. Furtado                                     (Principal Financial and
                                                      Accounting Officer),
                                                      Secretary and Director


_____________________________                         President (Principal Executive           March 28, 2002
John A. Maccarone                                     Officer), and Director



_____________________________                         Chairman of the Board and Director       March 28, 2002
Neil I. Jowell

</TABLE>
<PAGE>

<TABLE>
<CAPTION>


                                   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 28, 2002

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:

Signature                                          Title                                        Date

<S>                                                <C>                                           <C>


/s/Ernest J. Furtado
___________________________________                Senior Vice President, CFO                   March 28, 2002
Ernest J. Furtado                                  (Principal Financial and
                                                   Accounting Officer),
                                                   Secretary and Director

/s/John A. Maccarone
___________________________________                President (Principal Executive               March 28, 2002
John A. Maccarone                                  Officer), and Director


/s/Neil I. Jowell
___________________________________                Chairman of the Board and Director           March 28, 2002
Neil I. Jowell


</TABLE>