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


March 26, 1998


Securities and Exchange Commission
Washington, DC  20549

Gentlemen:

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  we are
submitting  herewith for filing on behalf of Textainer  Equipment Income Fund V,
L.P. (the  "Partnership")  the Partnership's  Annual Report on Form 10-K for the
fiscal year ended December 31, 1997.

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

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

Sincerely,

Nadine Forsman
Controller
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                    FORM 10K

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

                   For the fiscal year ended December 31, 1997

                         Commission file number 0-25946

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

          California                                              93-1122553
  (State or other jurisdiction                                  (IRS Employer
of incorporation or organization)                            Identification No.)

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

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

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

                                      NONE

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

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

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

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

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

Not Applicable.

Documents Incorporated by Reference

The Registrant's Prospectus as contained in Pre-Effective Amendment No. 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  Exchange Act of 1933 on May 5, 1995 and as  supplemented
by Supplement No. 5 as filed under Rule 424(b) of the Securities Exchange 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  (the
         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 $89,305,000 from the offering.


         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.   Buying
                  the cars at fleet  prices and selling them  in  the  secondary
                  market are also key elements to the  successful operation of a
                  rental car business.

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

(c)(1)(ii)        Inapplicable.

(c)(1)(iii)       Inapplicable.

(c)(1)(iv)        Inapplicable.

(c)(1)(v)         Inapplicable.

(c)(1)(vi)        Inapplicable.

(c)(1)(vii)       No single  lessee  had  rental  revenue  for  the  year  ended
                  December 31, 1997 which was 10% or more of  the  total  rental
                  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  92% of the total
                  equipment held by all container leasing companies. The top two
                  container  leasing  companies  combined control  approximately
                  47% 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 8% of the
                  equipment  held   by  all  container  leasing  companies.  The
                  Registrant  alone  is   not  a  material  participant  in  the
                  worldwide   container   leasing market.  The principal methods
                  of  competition  are  price, availability and the provision of
                  worldwide  service to the  international  shipping  community.
                  Additionally,  shipping   alliances   and   other  operational
                  consolidations among  shipping  lines  have  recently  allowed
                  shipping  lines  to  operate  with  fewer containers,  thereby
                  decreasing the demand  for leased  containers.  This  decrease
                  in demand   along  with  the  entry  of  new  leasing  company
                  competitors  offering low  container  rental rates to shipping
                  lines has  increased  competition among 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 has 7 employees. Textainer Equipment Management
                  Limited (TEM), an Associate  General  Partner,  is responsible
                  for the management of the leasing operations of the Registrant
                  and has a total of 149 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  12.23%,  10.63%  and  3.6%  of the  Registrant's  rental
         revenue  during  the years  ended  December  31,  1997,  1996 and 1995,
         respectively,   was  derived  from  operations  sourced  or  terminated
         domestically.  These  percentages  do not reflect the proportion of the
         Partnership's  income from operations  generated in domestic waterways.
         Substantially  all of  the  Partnership's  income  from  operations  is
         derived from assets  employed in foreign  operations.  See "Business of
         the  Partnership",  and  for a  discussion  of  the  risks  of  leasing
         containers for use in world trade,  "Risk Factors" in the  Registrant's
         Prospectus, as supplemented.

ITEM 2 - PROPERTIES

As of December 31, 1997, the Registrant owned the following types and quantities
of equipment:

20-foot standard dry freight containers                                   10,231
40-foot standard dry freight containers                                   10,295
40-foot high cube dry freight containers                                   3,762
                                                                        --------
                                                                          24,288
                                                                        ========

During  December 1997,  approximately  88% of these shipping  containers were on
lease to international  shipping  companies and the balance were being stored at
shipping  container  manufacturers'  locations  and at a large number of storage
depots located worldwide.

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

ITEM 3 - LEGAL PROCEEDINGS

The Registrant is not subject to any legal proceedings.

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

Inapplicable.


                                     PART II

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

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 the 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, 1998,  there were 4,807  holders of record of
                  limited  partnership  interests in the Registrant.

(b)(2)            Inapplicable.

(c)      Dividends.

                  Inapplicable.

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

ITEM 701:         Inapplicable.

ITEM 6 - SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                          (Amounts in thousands except for per unit amounts)
                                                                                                                 Period from July
                                                                                                                      15, 1993
                                                                            Year Ended December 31,               (inception) to
                                                                                                                     December 31,
                                                                       1997        1996        1995         1994        1993
                                                                       ----        ----        ----         ----        ----

<S>                                                                <C>         <C>         <C>         <C>         <C>      
Rental income.................................................   $   14,012    $ 13,588    $ 10,467     $  3,783   $     318

Net earnings (loss)...........................................   $    3,961    $  3,834    $  3,116     $    367   $    (136)

Net earnings per unit of limited partnership interest.........   $     0.86    $   0.93    $   1.71     $   1.44         N/A

Distributions per unit of limited partnership interest........   $     1.87    $   2.02    $   1.97     $   0.81         N/A

Distributions per unit of limited partnership interest
    representing a return of capital..........................   $     1.01    $   1.09    $   0.26          N/A         N/A

Total assets..................................................   $   69,609    $ 73,927    $ 70,558     $ 32,265   $   9,830

Outstanding balance on revolving credit line..................   $        -    $      -    $ 10,000     $ 15,000   $   6,465

Intercompany borrowings for Equipment 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, 1997,
1996 and 1995.  Please refer to the  Financial  Statements  and Notes thereto in
connection with the following discussion.

Liquidity and Capital Resources

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

From time to time,  the  Partnership  redeems units from limited  partners for a
specified  redemption  value.  The redemption price is set by formula and varies
depending  on  length  of  time  the  Units  are  outstanding.  Up to 2% of  the
Partnership's outstanding Units may be redeemed each year, although the 2% limit
may be exceeded at the Managing General  Partner's  discretion.  All redemptions
are subject to the Managing  General  Partner's  good faith  determination  that
payment for the redeemed units will not (i) cause the Partnership to be taxed as
a  corporation,  (ii) impair the capital or  operations of the  Partnership,  or
(iii) impair the ability of the Partnership to pay  distributions  in accordance
with its distribution  policy.  Because any excess cash was used to purchase new
Equipment,  the Partnership did not redeem any Units for the year ended December
31, 1997.

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

During  the  year  ended  December  31,  1997,  the  Partnership  declared  cash
distributions  to limited  partners  pertaining to the period from December 1996
through November 1997 in the amount of $8,316.  These distributions  represent a
return of 10% on original capital (measured on an annualized basis) on each unit
for December 1996 through March 1997 and 9% of original capital  (measured on an
annualized  basis) on each unit for April 1997 through  November 1997. On a GAAP
basis,  $4,488 of these  distributions  were a return of capital and the balance
was from net earnings.  On a cash basis $8,178 of these  distributions were from
operations and the balance was from reserves.

During the years ended December 31, 1997 and 1996, the  Partnership had net cash
provided  by  operating  activities  of $8,178 and  $8,533,  respectively.  This
decrease  of  $355  was  primarily  attributable  to  an  increase  in  accounts
receivable which was primarily due to a deterioration in payment  performance of
one of its lessees,  which leased 9% of the  Partnership's  Equipment  portfolio
during 1997.

Net cash used in investing  activities  (the purchase and sale of Equipment) for
the year ended  December  31, 1997 was $906  compared  with $10,068 for the same
period in 1996.  This  difference is due to the fact that, on a cash basis,  the
Partnership purchased more Equipment in the year ended December 31, 1996 than in
the comparable period in 1997, primarily due to available cash from fund raising
activity  through April of 1996. The  Partnership  sells Equipment at the end of
its estimated  useful life.  Consistent  with its investment  objectives and the
General Partners'  determination that Equipment can be profitably sold or bought
at any time, the Partnership  intends to reinvest all or a significant amount of
proceeds from future  Equipment sales in additional  Equipment.  Such additional
units of Equipment purchased may not, however, equal the number of units sold.

At December 31, 1997, the Partnership had no commitments to purchase Equipment.

During 1997 the Partnership  borrowed $318 from a general partner which was used
to  purchase  Equipment.  It is the policy of the  Partnership  and the  General
Partners  to  charge  interest  on  intercompany   balances   arising  from  the
Partnership's  acquisition of Equipment  which are outstanding for more than one
month.  Interest is charged to the  Partnership  at a rate not greater  than the
General  Partners'  own cost of funds.  There was $3 of interest  charged by the
general  partner  during the year ended  December 31, 1997. The interest rate in
effect at December 31, 1997 was 8.5%. The Partnership  anticipates  repaying the
loan in 1998 with cash  provided by  operations  and  proceeds  from the sale of
Equipment.

Results of Operations

The  Partnership's  income from operations,  which consists  primarily of rental
income,  container depreciation,  direct container expenses,  management fees to
affiliates, and reimbursement of administrative expenses was directly related to
the size of the container  fleet  ("inventory")  during the years ended December
31, 1997,  1996 and 1995, as well as certain  other factors as discussed  below.
The  following  is a  summary  of the size of the  container  fleet  (in  units)
available for lease during those periods:

                                             1997           1996           1995
                                             ----           ----           ----

   Opening inventory...................     23,952         21,345          8,797
   Closing inventory...................     24,288         23,952         21,345
   Average.............................     24,120         22,649         15,071


The 6% increase in average  inventory  from 1996 to 1997 was due to the purchase
of additional containers with proceeds from the sale of Equipment,  intercompany
borrowings and reserves. The growth in average inventory of 50% between 1995 and
1996, is due to the buildup of the Partnership's  portfolio as the initial gross
proceeds raised were invested in Equipment.

Rental  income  and  direct  container  expenses  are  also  affected  by  lease
utilization percentages for the Equipment which were 85%, 82% and 87% on average
during the years  ended  December  31,  1997,  1996 and 1995,  respectively.  In
addition, rental income is affected by daily rental rates.

The  following is a comparative  analysis of the results of  operations  for the
years ended December 31, 1997, 1996 and 1995.

The  Partnership's  income from operations for the years ended December 31, 1997
and 1996 was $3,853 and $3,826,  respectively,  on rental  income of $14,012 and
$13,588,  respectively. The increase in rental income of $424, an increase of 3%
from the year ended  December  31, 1996 to the  equivalent  period in 1997,  was
primarily  attributable to income from container rentals, the major component of
total revenue,  which  increased by $271, or 2%, from 1996 to 1997.  Income from
container rentals is largely dependent upon three factors:  Equipment  available
for lease (average inventory),  average on-hire  (utilization)  percentage,  and
average daily rental rates.  Average  inventory  increased 6%,  average  on-hire
utilization increased by 4% and average daily rental rates decreased 4% from the
year ended December 31, 1996 to the year ended December 31, 1997.

The  Partnership's  income from operations for the years ended December 31, 1996
and 1995 was $3,826 and $3,944,  respectively,  on rental  income of $13,588 and
$10,467,  respectively. The increase in rental income was primarily attributable
to income from container rentals which increased $3,273, or 35%, which increased
primarily due to the increase in the size of the average container fleet, offset
by lower utilization and lower daily rental rates.  Average inventory  increased
50%  from  the  year  ended  December  31,  1996 to the  same  period  in  1997.
Utilization  decreased 6% and average  daily  rental rates  decreased 4% between
periods.

The declines in container utilization during 1996 and part of 1997 and in rental
rates  during  1996  and 1997  for the  fleet  managed  by  Textainer  Equipment
Management  Limited  (TEM) were  primarily  due to  decreased  demand for leased
containers  and  increased  competition.  The  decrease  in  demand  for  leased
containers  resulted  from  changes in the business of shipping  line  customers
consisting  primarily  of (i)  over-capacity  resulting  from  the 1995 and 1996
additions of new, larger ships to the existing container ship fleet at a rate in
excess of the growth rate in  containerized  cargo  trade;  (ii)  shipping  line
alliances and other operational  consolidations that have allowed shipping lines
to operate with fewer containers;  and (iii) shipping lines reducing their ratio
of leased  versus owned  containers  by purchasing  containers.  This  decreased
demand,  along with the entry of new leasing  company  competitors  offering low
container  rental  rates to shipping  lines,  resulted  in downward  pressure on
rental  rates,  and  also  caused  leasing  companies  to offer  higher  leasing
incentives and other discounts to shipping lines.

Utilization  for the fleet managed by TEM increased  during the second and third
quarters of 1997 and began declining again during the fourth quarter of 1997 and
into the beginning of 1998.  Rental rates for the fleet managed by TEM continued
to decline into the beginning of 1998. For the near term,  the General  Partners
do not foresee any changes in existing  market  conditions and caution that both
utilization and lease rates could continue to decline,  adversely  affecting the
Partnership's operating results.

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

The balance of rental income consists of other  lease-related  items,  primarily
income from charges to the lessees under a damage protection plan (DPP),  income
for handling and returning containers and income from charges to the lessees for
pick-up of containers  from prime  locations less credits granted to lessees for
leasing containers from less desirable locations (location income). For the year
ended  December  31,  1997,  the total of these other  rental  income  items was
$1,138, an increase of $153 from the equivalent period in 1996. The increase was
primarily  due to  increases  in  handling  and  DPP  income  of $114  and  $56,
respectively, partially offset by a decrease in location income of $20. Handling
income  increased  due to an  increase  in  container  movement  and to a higher
average  price charged per  container  during the year ended  December 31, 1997,
compared to 1996.  The increase in DPP income  resulted from the increase in the
number of  lessees  under  DPP,  slightly  offset by a lower  average  DPP price
charged per container during 1997 as compared to 1996. Location income decreased
primarily due to lower demand, which increased credits to lessees for picking up
containers  from less  desirable  locations.  This was offset by an  increase in
average  drop-off  charges per container  which  increased  drop-off  charges to
lessees.

For the year ended  December  31, 1996,  the total of these other rental  income
items was $985,  a  decrease  of $152 from the  equivalent  period in 1995.  The
primary  component  of this net  decrease  was a decrease in location  income of
$375,  partly  offset by an  increase in DPP of $146.  The  decrease in location
income is largely  due to  increased  credits  granted to lessees for picking up
containers from less desirable  locations,  which was offset by the effect of an
increase in average  drop-off  charges  per  container.  The  increase in DPP is
primarily due to the increase in the number of lessees under the plan.

Direct container  expenses  increased $277, or 11%, from the year ended December
31, 1996,  to the same period in 1997.  The primary  components of this increase
were  increases  in  repositioning  and  handling  expenses  of $275  and  $118,
respectively,  offset by a  decrease  in DPP  expense of $136  between  periods.
Repositioning  expense  increased  due  to  a  greater  number  of  units  being
transported from surplus locations to higher demand  locations.  The increase in
handling  expense  resulted  from the greater per unit average cost  incurred in
handling the  containers,  an to an increase in the number of  containers  being
handled during 1997 when compared with 1996. The decrease in DPP expense was due
to a decrease in the average repair cost per container between the two periods.

Direct container expenses increased $1,128, or 79%, from the year ended December
31, 1995,  to the same period in 1996.  The primary  components of this increase
were  increases in storage,  repositioning  and DPP  expenses of $604,  $170 and
$145, respectively, which were primarily due to the increase in fleet size.

Bad debt expense  decreased $12, or 9%, from the year ended December 31, 1996 to
1997 due to lower reserve requirements.  Bad debt expense increased $17, or 15%,
from the year ended  December 31, 1995 to 1996  primarily due to the increase in
fleet size. As a percentage of gross revenue, bad debt expense was consistent at
1% for the years ended 1997, 1996 and 1995.

Depreciation  and  amortization  expenses  increased  $110, or 2%, from the year
ended  December  31, 1996 to 1997  primarily  due to the increase in the average
fleet size.  Depreciation and amortization  expenses  increased  $1,498, or 47%,
from the year  ended  December  31,  1995 to 1996  primarily  as a result of the
increase in fleet size due to the build up of the Fleet.

Management fees to affiliates increased $23, or 2%, from the year ended December
31,  1996 to the  equivalent  period  in 1997 due to an  increase  in  equipment
management  fees,  offset by a slight  decrease in  incentive  management  fees.
Equipment management fees, which are based primarily on gross revenue, increased
as a result of the increase in rental income and were  approximately 7% of gross
revenue  for the  periods.  Incentive  management  fees,  which are based on the
Partnership's limited and general partner distribution  percentage and partners'
capital,  decreased  $8, or 2%  primarily  due to the  decrease  in the  limited
partner distribution rate from 10% to 9% in April 1997.

Management  fees to  affiliates  increased  $406,  or 45%,  from the year  ended
December  31,  1995 to the  equivalent  period  in 1996  due to an  increase  in
equipment and incentive  management fees.  Equipment  management fees, which are
based  primarily  on gross  revenue,  increased  as a result of the  increase in
rental  income  and were  approximately  7% of  gross  revenue  for the  period.
Incentive  management  fees,  which are based on the  Partnership's  limited and
general partner distribution  percentage and partners' capital,  increased $189,
or 114% due to the increase in partners capital.

General and administrative costs to affiliates remained comparable from the year
ended December 31, 1996, to the same period in 1997.  General and administrative
costs to affiliates  increased by $105, or 14%, from the year ended December 31,
1996,  compared to the same period in 1995  primarily  due to an increase in the
overhead costs allocated by TEM.

Other income provided $108 of additional  income for the year ended December 31,
1997,  representing an increase of $100 over the equivalent  period in 1996. The
increase was due to an increase in interest income of $133, offset by a decrease
in gain from sale of Equipment of $33.

Other income  provided $8 of additional  income for the year ended  December 31,
1996,  representing an increase of $836 over the equivalent  period in 1995. The
increase  was due to a $801  decrease in  interest  expense,  accompanied  by an
increase in gain from sale of Equipment of $35.

Net earnings per limited  partnership unit decreased to $0.86 from $0.93 for the
year ended  December 31, 1997,  as compared to the same period in 1996.  Despite
the growth in limited partner net earnings,  which increased from $3,748 for the
year ended December 31, 1996, to $3,828 for the same period in 1997, the average
outstanding  units  increased  at a greater  rate,  resulting  in a decrease  in
earnings on a per unit basis.

Net earnings per limited partnership unit decreased from $1.71 to $0.93 from the
year ended  December 31, 1995,  as compared to the same period in 1996.  Despite
the growth in limited partner net earnings,  which increased from $3,078 for the
year ended December 31, 1995, to $3,748 for the same period in 1996, the average
outstanding  units  increased  at a greater  rate,  resulting  in a decrease  in
earnings on a per unit basis.

Many computer systems may experience difficulty processing dates beyond the year
1999 and, as such, some computer  hardware and software will need to be modified
prior to the year 2000 to  remain  functional.  The  Partnership's  and  General
Partner's  certain core internal systems that have recently been implemented are
year 2000  compliant.  The remaining  core internal  systems are scheduled to be
revised  to be year  2000  compliant  by the end of 1998.  Based on its  initial
evaluation,  the  Partnership  and the General  Partners do not believe that the
cost of remedial  actions relating to these systems will have a material adverse
effect on the  Partnership's  results of  operations  and  financial  condition.
Additionally,  the  Partnership  and the General  Partners are also completing a
preliminary  assessment  of year 2000  issues not  related to its core  systems,
including issues surrounding systems that interface with external third parties.

Although  substantially  all of the  Partnership's  income  from  operations  is
derived from assets employed in foreign operations, virtually all of this income
is  denominated  in United  States  dollars.  The  Partnership's  customers  are
international  shipping  lines  which  transport  goods on  international  trade
routes.  The  domicile  of the lessee is not  indicative  of where the lessee is
transporting  the  Equipment.  The  Partnership's  business  risk in its foreign
operations lies with the  creditworthiness of the lessees, and the Partnership's
ability to keep the Equipment under lease,  rather than the geographic  location
of the  Equipment  or the domicile of the  lessees.  The  Equipment is generally
operated on the international high seas rather than on domestic  waterways.  The
Equipment is subject to the risk of war or other  political,  economic or social
occurrence  where  the  Equipment  is  used,  which  may  result  in the loss of
Equipment,  which,  in turn,  may have a  material  impact on the  Partnership's
results of operations  and  financial  condition.  The General  Partners are not
aware of any  conditions  as of December  31, 1997 which would  result in such a
risk materializing.

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


ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Inapplicable.


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Attached pages 11 to 22.


<PAGE>




                          Independent Auditors' Report



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

We have audited the  accompanying  balance sheets of Textainer  Equipment Income
Fund V, L.P. (a  California  limited  partnership)  as of December  31, 1997 and
1996, and the related  statements of earnings,  partners' capital and cash flows
for each of the years in the three-year  period ended  December 31, 1997.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Textainer Equipment Income Fund
V, L.P. as of December 31, 1997 and 1996, 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, 1997, in conformity with generally accepted accounting
principles.



                              KPMG Peat Marwick LLP


San Francisco, California
February 18, 1998


<PAGE>


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

                                 Balance Sheets

                           December 31, 1997 and 1996
                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                                                                    1997                   1996
                                                                          ----------------       ----------------
<S>                                                                      <C>                     <C>
Assets
Container rental equipment, net of accumulated
   depreciation of $13,833 (1996:  $9,118)                                 $       66,066         $       69,985
Cash                                                                                  108                    943
Accounts receivable, net of allowance
   for doubtful accounts of $387 (1996:  $269)                                      3,220                  2,829
Organization costs, net of accumulated
   amortization of $175 (1996:  $122)                                                  87                    140
Prepaid expenses                                                                      128                     30
                                                                          ----------------       ----------------

                                                                           $       69,609         $       73,927
                                                                          ================       ================

Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                        $          274         $          333
   Accrued liabilities                                                                 90                      -
   Accrued recovery costs (note 1(k))                                                  89                     54
   Accrued damage protection plan costs (note 1(l))                                   340                    361
   Due to affiliates, net (note 2)                                                    412                    154
   Deferred quarterly distribution (note 1(g))                                        114                    124
   Equipment purchases payable                                                          -                    169
                                                                          ----------------       ----------------

        Total liabilities                                                           1,319                  1,195
                                                                          ----------------       ----------------

Partners' capital:
   General partners                                                                    48                      2
   Limited partners                                                                68,242                 72,730
                                                                          ----------------       ----------------

        Total partners' capital                                                    68,290                 72,732
                                                                          ----------------       ----------------


                                                                           $       69,609         $       73,927
                                                                          ================       ================

See accompanying notes to financial statements
</TABLE>


<PAGE>


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

                             Statements of Earnings

                     Years ended December 31, 1997, 1996 and
               1995 (Amounts in thousands except for unit and per
                                  unit amounts)

<TABLE>
<CAPTION>
                                                                            1997                1996                1995
                                                                -----------------   -----------------   -----------------
<S>                                                             <C>                  <C>                 <C>            
Rental Income                                                   $         14,012     $        13,588     $        10,467
                                                                -----------------   -----------------   -----------------

Costs and expenses:
   Direct container expenses                                               2,838               2,561               1,433
   Bad debt expense                                                          116                 128                 111
   Depreciation and amortization                                           4,825               4,715               3,217
   Professional fees                                                          38                  50                  57
   Management fees to affiliates (note 2)                                  1,328               1,305                 899
   General and administrative costs to affiliates (note 2)                   860                 862                 757
   Other general and administrative costs                                    154                 141                  49
                                                                -----------------   -----------------   -----------------

                                                                          10,159               9,762               6,523
                                                                -----------------   -----------------   -----------------

       Income from operations                                              3,853               3,826               3,944
                                                                -----------------   -----------------   -----------------

Other income (expense):
   Interest income (expense), net                                             34                 (99)               (900)
   Gain on sale of containers                                                 74                 107                  72
                                                                -----------------   -----------------   -----------------

                                                                             108                   8                (828)
                                                                -----------------   -----------------   -----------------

       Net earnings                                             $          3,961     $         3,834     $         3,116
                                                                =================   =================   =================

Allocation of net earnings (note 1(g)):
   General partners                                             $            133     $            86     $            38
   Limited partners                                                        3,828               3,748               3,078
                                                                -----------------   -----------------   -----------------

                                                                $          3,961     $         3,834     $         3,116
                                                                =================   =================   =================


Limited partners' per unit share of net earnings                $           0.86     $          0.93     $          1.71
                                                                =================   =================   =================

Limited partners' per unit share of distributions               $           1.87     $          2.02     $          1.97
                                                                =================   =================   =================

Weighted average number of limited
       partnership units outstanding (note 1(m))                       4,454,893           4,041,267           1,796,771
                                                                =================   =================   =================


See accompanying notes to financial statements
</TABLE>


<PAGE>


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

                         Statements of Partners' Capital

                  Years ended December 31, 1997, 1996 and 1995
                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                                                                Partners' Capital
                                                            ----------------------------------------------------------
                                                                General              Limited              Total
                                                            -----------------    -----------------   -----------------
<S>                                                        <C>                             <C>      <C>               
Balances at December 31, 1994                               $              2               16,062   $           16,064

Proceeds from sale of limited partnership units                            -               48,807               48,807

Syndication and offering costs                                             -               (6,407)              (6,407)

Distributions                                                            (38)              (3,533)              (3,571)

Net earnings                                                              38                3,078                3,116
                                                            -----------------    -----------------   -----------------

Balances at December 31, 1995                                              2               58,007               58,009
                                                            -----------------    -----------------   -----------------

Proceeds from sale of limited partnership units                            -               21,848               21,848

Syndication and offering costs                                             -               (2,553)              (2,553)

Distributions                                                            (86)              (8,168)              (8,254)

Redemptions (note 1(n))                                                    -                 (152)                (152)

Net earnings                                                              86                3,748                3,834
                                                            -----------------    -----------------   -----------------

Balances at December 31, 1996                                              2               72,730               72,732
                                                            -----------------    -----------------   -----------------

Distributions                                                            (87)              (8,316)              (8,403)

Net earnings                                                             133                3,828                3,961
                                                            -----------------    -----------------   -----------------

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


See accompanying notes to financial statements
</TABLE>


<PAGE>


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

                            Statements of Cash Flows

                  Years ended December 31, 1997, 1996 and 1995
                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                                                                         1997               1996               1995
                                                                               ---------------    ---------------     --------------
<S>                                                                           <C>                 <C>                 <C>
Cash flows from operating activities:
   Net earnings                                                                 $       3,961     $        3,834      $       3,116
   Adjustments to reconcile net earnings to
     net cash provided by operating activities:
         Depreciation                                                                   4,772              4,663              3,165
         Increase in allowance for doubtful accounts                                      118                118                108
         Amortization of organization costs                                                53                 52                 52
         Gain on sale of equipment                                                        (74)              (107)               (72)
         Changes in assets and liabilities:
             Increase in accounts receivable                                             (509)              (140)            (1,561)
             Increase in prepaid expenses                                                 (98)                (5)               (10)
             Increase (decrease) in accounts payable and accrued liabilitie                31               (103)                58
             Increase in accrued recovery costs                                            35                 50                  2
             (Decrease) increase in accrued damage protection plan costs                  (21)               129                124
             (Decrease) increase in due to affiliates, net                                (90)                42               (112)
                                                                               ---------------    ---------------     --------------
             Net cash provided by operating activities                                  8,178              8,533              4,870
                                                                               ---------------    ---------------     --------------

Cash flows from investing activities:
   Equipment purchases                                                                 (1,365)           (10,486)           (43,946)
   Proceeds from sale of equipment                                                        459                418                307
   Cash collateral deposit                                                                  -                  -              2,700
                                                                               ---------------    ---------------     --------------
             Net cash used in investing activities                                       (906)           (10,068)           (40,939)
                                                                               ---------------    ---------------     --------------

Cash flows from financing activities:
   Proceeds from sales of limited partnership units                                         -             22,084             48,571
   Syndication and offering costs                                                           -             (2,644)            (6,396)
   Distributions to partners                                                           (8,425)            (8,182)            (3,501)
   Redemptions of limited partnership units                                                 -               (152)                 -
   Repayments under revolving credit line                                                   -            (10,000)            (5,000)
   Borrowings from affiliates                                                             318                  -                  -
                                                                               ---------------    ---------------     --------------
              Net cash (used in) provided by financing activities                      (8,107)             1,106             33,674
                                                                               ---------------    ---------------     --------------

Net decrease in cash                                                                     (835)              (429)            (2,395)

Cash at beginning of period                                                               943              1,372              3,767
                                                                               ---------------    ---------------     --------------

Cash at end of period                                                           $         108     $          943      $       1,372
                                                                               ===============    ===============     ==============

Interest paid during the period                                                 $           -     $          280      $       1,187
                                                                               ===============    ===============     ==============

See accompanying notes to financial statements
</TABLE>


<PAGE>

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

                       Statements of Cash Flows--Continued

                  Years ended December 31, 1997, 1996 and 1995
                             (Amounts in thousands)

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of Equipment purchases, distributions
to partners, syndication and offering costs, proceeds from sale of Equipment and
proceeds  from  sale of  limited  partnership  units  which had not been paid or
received  by the  Partnership  as of December  31,  1997,  1996,  1995 and 1994,
resulting in differences in amounts recorded and amounts paid or received by the
Partnership, as shown in the Statements of Cash Flows.
<TABLE>
<CAPTION>
                                                                   1997            1996          1995          1994
                                                                   ----            ----          ----          ----
<S>                                                              <C>             <C>          <C>            <C>
Equipment purchases included in:
   Due to affiliates..........................................    $  39          $    4       $   453       $  145
   Equipment purchases payable................................        -             169         1,168          245

Distributions to partners included in:
   Due to affiliates..........................................       20              32             4            -
   Deferred quarterly distribution............................      114             124            80           14

Syndication and offering costs included in:
   Due to affiliates..........................................        -               -            91           80

Proceeds from sale of Equipment included in:
   Due from affiliates........................................       51              58            53           17

Proceeds from sale of limited partnership units included in:
   Accounts receivable........................................        -               -           236           -



The following table summarizes the amounts of Equipment purchases, distributions
to partners, syndication and offering costs, proceeds from sale of Equipment and
proceeds from the sale of limited  partnership units recorded by the Partnership
and the amounts  paid or received as shown on the  Statements  of Cash Flows for
the years ended December 31, 1997, 1996 and 1995.


                                                                                   1997         1996           1995
                                                                                   ----         ----           ----

Equipment purchases recorded...........................................         $ 1,231     $  9,038        $45,177
Equipment purchases paid...............................................           1,365       10,486         43,946

Distributions to partners declared.....................................           8,403        8,254          3,571
Distributions to partners paid.........................................           8,425        8,182          3,501

Syndication and offering costs recorded................................               -        2,553          6,407
Syndication and offering costs paid....................................               -        2,644          6,396

Proceeds from sale of Equipment recorded...............................             452          423            343
Proceeds from sale of Equipment received...............................             459          418            307

Proceeds from sales of limited partnership units recorded..............               -       21,848         48,807
Proceeds from sales of limited partnership units received..............               -       22,084         48,571


See accompanying notes to financial statements
</TABLE>


<PAGE>


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

                          Notes to Financial Statements

                  Years ended December 31, 1997, 1996 and 1995
               (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,  marine vessels,  trailers and
      other container  related  equipment (the 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.  At
      December  31, 1995 and 1994,  3,369,810  and 929,461  limited  partnership
      units had been  purchased  totaling  $67,396  and  $18,589,  respectively.
      Limited partners with capital contributions  representing recorded capital
      of the  Partnership  of $4,738 and $3,614 at  December  31, 1995 and 1994,
      respectively,  were  admitted  as limited  partners on January 1, 1996 and
      1995, respectively. The purchase price of such Units was $20 per Unit.

      Textainer Capital Corporation (TCC) is the managing general partner of the
      Partnership.  Textainer  Equipment  Management Limited (TEM) and Textainer
      Limited (TL) are the associate  general partners of the  Partnership.  The
      managing  general partner and associate  general partners are collectively
      referred to as the General Partners. The General Partners also act in this
      capacity for other limited  partnerships.  Textainer  Acquisition Services
      Limited  (TAS) is an  affiliate  of the General  Partners  which  performs
      services related to the acquisition of Equipment outside the United States
      on behalf of the  Partnership.  TCC, TEM, TL and TAS are  subsidiaries  of
      Textainer Group Holdings Limited (TGH). TCC Securities  Corporation (TSC),
      a licensed broker and dealer in securities and an affiliate of the General
      Partners, was the managing sales agent for the offering of Units for sale.
      The General Partners manage and control the affairs of the Partnership.

      (b)  Basis of Accounting

      The Partnership  utilizes the accrual method  of  accounting.  Revenue  is
      recorded when earned according  to  the  terms  of  the  Equipment  rental
      contracts.  These contracts are classified as operating  leases, or direct
      financing  leases  if  they   so  qualify  under  Statement  of  Financial
      Accounting  Standards No. 13:  "Accounting for Leases".  Substantially all
      of the  Partnership's  rental income was generated  from  the  leasing  of
      Equipment under short-term operating leases.

      (c)  Use of Estimates

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

      (d)  Fair Value of Financial Instruments

      In accordance  with Statement of Financial  Accounting  Standards No. 107,
      "Disclosures  about Fair Value of Financial  Instruments," the Partnership
      calculates  the fair value of  financial  instruments  and  includes  this
      additional  information in the notes to the financial  statements when the
      fair  value  is  different   than  the  book  value  of  those   financial
      instruments.  At  December  31,  1997  and  1996,  the  fair  value of the
      Partnership's  financial instruments approximate the related book value of
      such instruments.

      (e)  Equipment

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

      In 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", the  Partnership  periodically  compares the carrying
      value of the  Equipment  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
      fair  value.  There  were  no  reductions  to the  carrying  value  of the
      Equipment made during 1997, 1996 or 1995.

      (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  Equipment.  The  Partnership's
      business risk in its foreign operations lies with the  creditworthiness of
      the lessees  rather than the  geographic  location of the Equipment or the
      domicile of the lessees.

      No single lessee accounted for more than 10% of the Partnership's revenues
      for the  years  ended  December  31,  1997 and  1995.  For the year  ended
      December 31, 1996,  revenue  from one lessee  accounted  for 10.11% of the
      Partnership's revenues. No other single lessee accounted for more than 10%
      of the Partnership's revenues.

      (g)  Allocation of Net Earnings and Partnership Distributions

      In accordance with the Partnership  Agreement,  net earnings or losses and
      distributions  are  allocated  1% to the general  partners  and 99% to the
      limited  partners.  Gross  income is  specially  allocated  to the General
      Partners to the extent that their capital  accounts'  deficits  exceed the
      portion  of   syndication   and   offering   costs   allocated   to  them.
      Notwithstanding  the above,  the special  allocation  of gross  income and
      restoration of deficit general  partner  capital  accounts was deferred by
      Partnership   Agreement   amendment  until  the   partnership's   complete
      syndication  which  occurred  during the year ended  December 31, 1996. On
      termination of the  Partnership,  the General  Partners shall be allocated
      gross income equal to their allocations of syndication and offering costs.

      Actual  cash  distributions  to  the  Limited  Partners  differ  from  the
      allocated net earnings as presented in these financial  statements because
      cash  distributions  are based on cash  available for  distribution.  Cash
      distributions  are paid to the general  and limited  partners on a monthly
      basis in accordance with the provisions of the Partnership Agreement. Some
      limited partners have elected to have their  distributions paid quarterly.
      The  Partnership has recorded these  distributions  of $114 and $124 as an
      accrued liability at December 31, 1997 and 1996, 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 are being  amortized on a  straight-line  basis over
      five years.

      (j)  Acquisition Fees

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

      (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, 1997 and 1996, the amounts
      accrued were $89 and $54, respectively.

      (l)  Damage Protection Plan

      The  Partnership  offers a Damage  Protection Plan (DPP) to lessees of its
      Equipment.  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  revenues when
      earned  and  provide  a  reserve  sufficient  to cover  the  Partnership's
      obligation for estimated future repair costs. DPP expenses are included in
      direct  container  expenses in the  Statements of Earnings and the related
      reserve at December 31, 1997 and 1996, was $340 and $361, respectively.

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

      Limited  partners'  per unit share of both net earnings and  distributions
      were  computed  using the  weighted  average  number of units  outstanding
      during  the  years  ended  December  31,  1997,  1996 and 1995  which  was
      4,454,893, 4,041,267, and 1,796,771, respectively.

      (n)  Redemptions

      The following  redemption  offerings were  consummated by the  Partnership
      during the year ended December 31, 1996:
<TABLE>
<CAPTION>

                                                        Units                  Average
                                                       Redeemed           Redemption Price           Amount Paid

<S>                                                   <C>                <C>                         <C>
        Year ended December 31, 1996:
              3rd quarter..............                 5,576                  $18.18                    $ 102
              4th quarter..............                 2,875                  $17.57                       50
                                                        -----                                            -----

        Balance at December 31, 1996                    8,451                  $17.97                    $ 152
                                                        -----                                             ----

        Partnership to date..................           8,451                  $17.97                    $ 152
                                                        =====                                             ====

</TABLE>
      There were no redemptions  during 1997.  The redemption  price is fixed by
      formula,  and varies  depending  on the length of time the units have been
      outstanding.

      (o)  Reclassifications

      Certain  reclassifications,  not affecting net earnings, have been made to
      prior years' amounts in order to conform with the 1997 financial statement
      presentation.

Note 2.  Transactions with Affiliates

      During the offering  period,  the Partnership  paid a managing sales agent
      fee to TSC of up to 9% of the  gross  proceeds  from the  sale of  limited
      partnership   units,  from  which  TSC  paid  commissions  to  independent
      participating  broker/dealers who participated in the offering. The amount
      of the managing sales agent fee and the  broker/dealers'  commissions  are
      determined   by  the  volume  of  Units  sold  to  each  investor  by  the
      broker/dealers. Additionally, the General Partners and TSC are entitled to
      be reimbursed by the Partnership for certain  organizational  and offering
      costs, incurred in connection with the organization of the Partnership, up
      to a maximum of 6% of gross proceeds  raised as allowed by the Partnership
      Agreement.  These reimbursements,  which totaled $2,553 and $6,407, during
      1996 and 1995,  respectively,  were deducted as  syndication  and offering
      costs in the determination of net limited partnership contributions.

      As part of the operation of the Partnership,  the Partnership is to pay to
      the General  Partners or TAS an incentive  management  fee, an acquisition
      fee, an equipment  management fee and an equipment  liquidation fee. These
      fees  are  for  various   services   provided  in   connection   with  the
      administration and management of the Partnership. The Partnership incurred
      $347,  $355, and $166 of incentive  management fees during the years ended
      December  31,  1997,  1996  and  1995,  respectively,   and  incurred  and
      capitalized $68, $478, and $2,107 of equipment acquisition fees as part of
      Equipment  costs during the same periods.  No equipment  liquidation  fees
      were incurred in 1997, 1996 or 1995.

      The  Equipment  of the  Partnership  is  managed  by TEM.  In its  role as
      manager,  TEM has  authority to acquire,  hold,  manage,  lease,  sell and
      dispose of the  Equipment.  Additionally,  TEM holds,  for the  payment of
      direct operating expenses,  a reserve of cash that has been collected from
      Equipment  leasing  operations;  such cash is included as an offset to the
      amount due to affiliates, net at December 31, 1997, and 1996.

      Subject to certain reductions, TEM receives a monthly equipment management
      fee equal to 7% of gross revenues  attributable to operating leases and 2%
      of gross revenues  attributable  to full payout net leases.  For the years
      ended December 31, 1997, 1996 and 1995,  these fees totaled $981, $950 and
      $733, respectively.  The Equipment is leased by TEM to third party lessees
      on operating master leases,  spot leases,  term leases and full payout net
      leases.  All are  operating  leases  with  limited  terms and no  purchase
      option.

      Certain  indirect  general  and  administrative  costs  such as  salaries,
      employee  benefits,   taxes  and  insurance  are  incurred  in  performing
      administrative  services  necessary to the  operation of the  Partnership.
      These  costs  are  incurred  and paid by TCC and TEM.  Total  general  and
      administrative costs allocated to the Partnership were $860, $862 and $757
      for the years ended  December 31, 1997,  1996 and 1995,  respectively,  of
      which $468, $463 and $363 were for salaries.

      TEM allocates these general and administrative costs based on the ratio of
      the Partnership's interest in the managed Equipment to the total Equipment
      managed by TEM during the period.  TCC allocates  these costs based on the
      ratio of the Partnership's Equipment to the total Equipment of all limited
      partnerships managed by TCC. General and administrative costs allocated to
      the  Partnership  by TEM were  $761,  $744 and  $640 for the  years  ended
      December 31, 1997,  1996 and 1995,  respectively.  TCC allocated $99, $118
      and $117 of general and administrative costs to the Partnership during the
      same periods.

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

      At December 31, 1997 and 1996, due to affiliates, net is comprised of:

                                                            1997            1996
                                                            ----            ----
      Due from affiliates:
       Due from TEM...........................            $   14        $      -
                                                          ------          ------

      Due to affiliates:
       Due to TEM.............................                 -             125
       Due to TL..............................               338               -
       Due to TCC.............................                49              28
       Due to TAS.............................                39               1
                                                           ------         ------
                                                             426             154
                                                           ------         ------

      Due to affiliates, net                               $ 412           $ 154
                                                           ======         ======

      Included in the  amounts  due to TL at December  31, 1997 is $318 in loans
      used to facilitate Equipment  purchases.  There were no intercompany loans
      between the  Partnership  and  affiliates  during 1996.  All other 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 payment of expenses and
      fees  described  above or in the  accrual  and  remittance  of net  rental
      revenues by TEM.

      It is the policy of the  Partnership  and the  General  Partners to charge
      interest on intercompany  balances outstanding for more than one month, to
      the extent such balances relate to loans for Equipment purchases. Interest
      is charged at a rate not greater  than the General  Partners'  own cost of
      funds.  The Partnership  incurred  interest  expense of $3 on intercompany
      balances  for the year ended  December  31,  1997.  There was no  interest
      expense incurred on intercompany balances for the years ended December 31,
      1996 or 1995.

Note 3.  Rentals under Operating Leases

      The following are the future  minimum rent  receivables  under  cancelable
      long-term  operating leases at December 31, 1997.  Although the leases are
      generally  cancelable  at  the  end of  each  twelve-month  period  with a
      penalty,  the  following  schedule  assumes  that the  leases  will not be
      terminated.

      Year ending December 31,

      1998.....................................................           $1,191
      1999.....................................................              217
      2000.....................................................               69
                                                                           -----

      Total minimum future rentals receivable... ..............           $1,477
                                                                           =====


Note 4.  Note Payable

      The Partnership had a short-term  revolving  credit line with an available
      limit of $15,000 which was used for Equipment purchases. Balances borrowed
      under this  credit  facility  bore  interest at either the Prime Rate plus
      .25% or the London  Interbank  Offered Rate  (LIBOR)  plus 2.00%,  and the
      Partnership  paid a  commitment  fee of 1/2% on the unused  portion of the
      credit  facility.  The  credit  line was paid in full on April 8, 1996 and
      expired on May 31, 1996.

Note 5.  Income Taxes

      During 1997, 1996 and 1995,  there were temporary  differences of $22,904,
      $13,625,  and  $6,127,  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,  1997,  1996 and 1995 is as
      follows:
<TABLE>
<CAPTION>

                                                                              1997            1996            1995
                                                                              ----            ----            ----
<S>                                                                       <C>             <C>            <C>     
        Net income per financial statements..........................     $  3,961        $  3,834       $  3,116

        Increase in provision for bad debt...........................          118             118            108
        Depreciation for income tax purposes in excess
           of depreciation for financial statement purposes.........        (8,480)         (7,799)        (4,831)
        Gain on sale of fixed assets for federal income tax
           purposes in excess of gain recognized for
           financial statement purposes..............................          104              54            165
        (Decrease) increase in damage protection plan reserve........          (21)            129            124
                                                                            -------         -------        -------

        Net loss for federal income tax purposes.....................     $ (4,318)       $ (3,664)      $ (1,318)
                                                                            =======         =======        =======

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

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

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

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

Section 16(a) Beneficial Ownership Reporting Compliance.

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

      Based  solely on a review of the  copies of such  forms  furnished  to the
      Partnership or on written  representations  that no forms were required to
      be filed,  the  Partnership  believes that with respect to its most recent
      fiscal year ended December 31, 1997, all Section 16(a) filing requirements
      were  complied  with (except that Robert D.  Pedersen,  a newly  appointed
      director of TEM,  filed his initial  statement of  beneficial  interest on
      Form 3 late, which Form was filed on Form 5). No member of management,  or
      beneficial  owner  owned  more  than 10  percent  of any  interest  in the
      Partnership.  None of the individual  subject to section 16(a),  including
      Mr. Pedersen,  failed to file or filed late any reports of transactions in
      the Units.

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

Name                             Age    Position

<S>                               <C>   <C>                                                  
Neil I. Jowell                    64    Director and Chairman of TGH, TEM, TL, TCC and TFS
James E. Hoelter                  58    President and CEO of TGH and TL, Director of TGH, TEM, TL, TCC, TFS and TSC
John A. Maccarone                 53    President  and CEO of TEM and TSC, Vice  President of TGH,  Director of TGH,
                                        TEM, TL, TCC, TFS and TSC
John R. Rhodes                    48    Executive  Vice  President,  CFO, and Secretary of TGH, TEM, TL, TCC and TFS
                                        and Director of  TEM, TCC and TFS
Alex M. Brown                     59    Director of TGH, TEM, TL, TCC, TFS and TSC
Harold J. Samson                  76    Director of TGH, TL and TSC
Philip K. Brewer                  41    President of TCC and TFS,  Senior Vice  President - Capital  Markets
                                        for TGH and TL
Robert D. Pedersen                39    Senior Vice President - Marketing for TEM, Director of TEM
Anthony C. Sowry                  45    Vice President - Operations and Acquisitions for TEM
Jens W. Palludan                  47    Regional Vice President - Americas/Africa/Australia for TEM
Wolfgang Geyer                    44    Regional Vice President - Europe/Middle East/Persian Gulf for TEM
Mak Wing Sing                     40    Regional Vice President - South Asia for TEM
Masanori Sagara                   42    Regional Vice President - North Asia for TEM
Stefan Mackula                    45    Vice President - Equipment Resale for TEM
Ernest J. Furtado                 42    Vice  President,  Finance and  Assistant  Secretary of TGH, TL, TEM, TCC and
                                        TFS, Director of TCC and TFS
Richard G. Murphy                 45    Vice President - Risk Management for TEM
Janet S. Ruggero                  49    Vice President - Administration and Marketing Services for TEM
Adnan Z. Abou Ayyash              53    Director of TGH and TL
Isam K. Kabbani                   63    Director of TGH and TL
S. Arthur Morris                  64    Director of TGH, TEM and TL
Dudley R. Cottingham              46    Assistant Secretary, Vice President and Director of TGH, TEM and TL
Cara D. Smith                     35    Member of Investment Advisory Committee
Nadine Forsman                    30    Controller of TCC, TFS and TSC
</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, transport, trading and exports of general commodities. Trencor
also has an interest in Forward  Corporation  Ltd.,  a publicly  traded  holding
company  listed  on  the  Johannesburg  Stock  Exchange.  It  has  interests  in
industrial  and consumer  businesses  operating in South Africa and abroad.  Mr.
Jowell  became  affiliated  with the General  Partners and its  affiliates  when
Trencor became,  through its beneficial ownership in two controlled companies, a
major  shareholder of the Textainer Group in 1992. Mr. Jowell has over 36 years'
experience  in the  transportation  industry.  He holds an  M.B.A.  degree  from
Columbia University and a B.Com.L.L.B. from the University of Cape Town.

          James E. Hoelter is President and Chief  Executive  Officer of TGH and
TL, and a director of TGH,  TEM, TL, TCC,  TFS and TSC. As  President  and Chief
Executive  Officer  of TGH,  Mr.  Hoelter  is  responsible  for  overseeing  the
management  of, and  coordinating  the  activities  of, TEM, TL, TCC and TFS. In
addition,  Mr.  Hoelter is  Chairman  of the Credit  Committee,  the  Investment
Advisory  Committee and the Equipment  Investment  Committee (see  "Committees",
below).  Prior to joining the Textainer Group in 1987, Mr. Hoelter was president
of Intermodal  Equipment  Associates ("IEA"), a marine container leasing company
based in San  Francisco.  Mr.  Hoelter  co-founded IEA in 1978 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 currently  serves as a member of its Business
School's Dean's Advisory Board, and his M.B.A.from the Harvard  Graduate  School
of Business Administration.

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

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

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

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

          Philip K. Brewer is President of  TCC  and  TFS  and  is  Senior  Vice
President  Capital  Markets for TGH and TL. As President  of TCC, Mr.  Brewer is
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.  Mr.
Brewer is a member of the Credit Committee,  the Investment  Advisory  Committee
and the  Equipment  Investment  Committee  (see  "Committees"  below).  Prior to
joining Textainer in 1996, Mr. Brewer worked at Bankers Trust from 1990 to 1996,
starting  as a Vice  President  in  Corporate  Finance  and  ending as  Managing
Director  and Country  Manager  for  Indonesia;  from 1989 to 1990,  he was Vice
President in Corporate  Finance at Jarding  Fleming;  from 1987 to 1989,  he was
Capital  Markets   Advisor  to  the  United  States  Agency  for   International
Development;  and from  1984 to 1987 he was an  Associate  with  Drexel  Burnham
Lambert in New York.  Mr.  Brewer  holds an M.B.A.  in Finance from the Graduate
School of Business at Columbia University, and a B.A. in Economics and Political
Science from Colgate University.

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

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

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

         Wolfgang  Geyer is based  in  Hamburg,  Germany  and is  Regional  Vice
President  -  Europe/  Middle  East/  Persian  Gulf  for  TEM,  responsible  for
coordinating  all leasing  activities  in these areas of  operation.  Mr.  Geyer
joined Textainer in 1993 and was the Marketing  Director in Hamburg through July
1997. Mr. Geyer most recently was the Senior Vice President,  for Clou Container
Leasing,  responsible for Clou's leasing  activities on a worldwide  basis.  Mr.
Geyer work for Clou from 1991 to 1993.  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  for  TEM,   responsible  for  container  leasing  activities  in
North/Central  People's  Republic of China, Hong Kong and South China (PRC), and
Southeast Asia. Mr. Mak most recently was the Regional Manager,  Southeast Asia,
for Trans Ocean Leasing, working there from 1994 to 1996. From 1987 to 1994, Mr.
Mak worked with Tiphook as their Regional  General  Manager,  and with OOCL from
1976 to 1987 in a  variety  of  positions,  most  recently  as  their  Logistics
Operations Manager.

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

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

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

          Richard G. Murphy is Vice  President,  Risk  Management  for TEM.  Mr.
Murphy is responsible for all credit and risk  management  functions for TEM and
supervises the administrative aspects of Equipment acquisitions.  He is a member
of and acts as secretary to the Credit and Equipment Investment  Committees (see
"Committees",  below). He previously served as 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 for TEM.  Ms.  Ruggero is  responsible  for the tracking and billing of
fleets under TEM management,  including direct  responsibility for ensuring that
all data is input in an accurate and timely  fashion.  She assists the marketing
and  operations  departments by providing  statistical  reports and analyses and
serves on the  Credit  Committee  (see  "Committees",  below).  Prior to joining
Textainer in 1986,  Ms.  Ruggero held various  positions with Gelco CTI over the
course of 15 years, the last one as Director of Marketing and Administration for
the North American Regional office in New York City. She has a B.A. in education
from Cumberland College.

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

          Sheikh Isam K. Kabbani is a director of TGH and TL. He is Chairman and
principal  stockholder of the IKK Group,  Jeddah,  Saudi Arabia, a manufacturing
and trading group which is active both in Saudi Arabia and  internationally.  In
1959 Sheikh Isam Kabbani joined the Saudi Arabian  Ministry of Foreign  Affairs,
and in 1960 moved to the Ministry of Petroleum for a period of ten years. During
this time he was seconded to the Organization of Petroleum  Exporting  Countries
(OPEC).  After a period as Chief  Economist of OPEC, in 1967 he became the Saudi
Arabian  member of OPEC's  Board of  Governors.  In 1970 he left the ministry of
Petroleum to establish his own business, the National Marketing Group, which has
been his principal business activity for the past 18 years. Sheikh Kabbani holds
a B.A.  degree from  Swarthmore  College,  Pennsylvania,  and an M.A.  degree in
Economics and International Relations from Columbia University.

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

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

          Cara D. Smith is a member of the Investment  Advisory  Committee  (see
"Committees", below). Ms. Smith was the President and Chief Executive Officer of
TSC through  June 1997 and a director of TCC and TFS through  August  1997.  Ms.
Smith  joined  Textainer  in 1992,  and  prior to 1996,  was Vice  President  of
Marketing.  Ms.  Smith has  worked in the  securities  industry  for the past 13
years.  Ms. Smith's  extensive  experience  ranges from  compliance and investor
relations to  administration  and marketing of equipment  leasing,  multi-family
housing and tax credit investment  programs.  She holds five securities licenses
and is a registered  principal.  Ms. Smith is also a member of the International
Association of Financial Planners.

         Nadine  Forsman is the Controller of TCC, TFS and TSC. In this capacity
she is responsible for accounting,  financial management and reporting functions
for TCC, TFS and TSC as well as overseeing all  communications  with the Limited
Partners and as such, supervises personnel in performing this function. She is a
member  of the  Equipment  Investment  Committee  and  the  Investment  Advisory
Committee (See "Committees"  below).  Prior to joining Textainer in August 1996,
Ms. Forsman was employed by KPMG Peat Marwick LLP,  holding  various  positions,
the most recent of which was manager, from 1990 to 1996. Ms Forsman holds a B.S.
in  Accounting  and Finance  from San  Francisco  State  University  and holds a
financial and operations principal securities license.

Committees

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

          Equipment  Investment  Committee.  The Equipment  Investment Committee
will review the Equipment leasing programs of the Partnership on a regular basis
with emphasis on matters involving Equipment purchases, the Equipment mix in the
Partnership's  portfolio,  Equipment remarketing issues, and decisions regarding
ultimate  disposition  of  Equipment.  The members of the committee are James E.
Hoelter (Chairman), John A. Maccarone, John R. Rhodes, Anthony C. Sowry, Richard
G. Murphy  (Secretary),  Alex M. Brown,  Philip K. Brewer,  Robert D.  Pedersen,
Ernest J. Furtado and Nadine Forsman.

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

          Investment  Advisory   Committee.   The  Investment Advisory Committee
will  review  investor  program  operations  on  at  least  a  quarterly  basis,
emphasizing  matters  related  to cash  distributions  to  investors,  cash flow
management,  portfolio  management,  and  liquidation.  The Investment  Advisory
Committee is organized  with a view to applying an  interdisciplinary  approach,
involving management,  financial, legal and marketing expertise, to the analysis
of investor program operations. The members of the Investment Advisory Committee
are James E. Hoelter  (Chairman),  John A. Maccarone,  Cara D. Smith,  Ernest J.
Furtado (Secretary), Philip K. Brewer, John R. Rhodes, 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 TFS, 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.


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, 1998:


                                                       Number
        Name of Beneficial Owner                      Of Units       % All Units

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

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

c)       Changes In Control.

         Inapplicable.

 ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                          (Dollar amounts in thousands)

(a)      Transactions with Management and Others.

         At December 31, 1997 and 1996 due to affiliates, net is comprised of:

                                                              1997          1996
                                                              ----          ----
         Due from affiliates:
          Due from TEM...................................... $  14       $     -
                                                              ----       -------

         Due to affiliates:
          Due to TEM........................................     -           125
          Due to TL.........................................   338             -
          Due to TCC........................................    49            28
          Due to TAS........................................    39             1
                                                              ----       -------
                                                               426           154
                                                              ----       -------

         Due to affiliates, net:                            $  412        $  154
                                                              ====        ======


         Included in the amounts due to TL at December 31, 1997 is $318 in loans
         used to facilitate  Equipment  purchases.  All other 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 payment of expenses and fees or
         in the accrual and remittance of net rental revenues from TEM.

         It is the policy of the Partnership and the General  Partners to charge
         interest on intercompany  balances outstanding for more than one month,
         to the extent such balances  relate to loans for  Equipment  purchases.
         Interest  is charged at a rate not greater  than the General  Partners'
         own cost of funds. The Partnership  incurred  interest expense of $3 on
         intercompany  balances for the year ended December 31, 1997.  There was
         no interest  expense  incurred on  intercompany  balances for the years
         ended December 31, 1996 or 1995.


         In addition,  the Registrant paid or will pay the following  amounts to
         the General Partners,  TAS or TSC. TSC was the managing sales agent for
         the  offering of Units for sale and is a licensed  broker and dealer in
         securities. Both TSC and TAS are affiliates of the General Partners:

         Syndication fees and organization and offering expense reimbursements:

                                                1997           1996         1995
                                                ----           ----         ----

         TCC...................            $       -       $    272      $ 1,309
         TSC...................                    -          2,281        5,098
                                           ---------        -------      -------
         Total.................            $       -       $  2,553      $ 6,407
                                           =========        =======      =======

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

                                                1997           1996         1995
                                                ----           ----         ----

         TAS..................             $      68       $    478      $ 2,107
                                              ======        =======       ======


         Management fees in connection with the operations of the Registrant:

                                                1997           1996         1995
                                                ----           ----         ----

         TEM..................             $   1,328       $  1,305      $   899
                                               =====        =======       ======


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

                                                1997           1996         1995
                                                ----           ----         ----

         TCC..................             $      99       $    118      $   117
         TEM..................                   761            744          640
                                            --------        -------       ------
         Total................             $     860        $   862      $   757
                                            ========        =======       ======


(b)      Certain Business Relationships.

         Inapplicable.

(c)      Indebtedness of Management

         Inapplicable.

(d)      Transactions with Promoters

         Inapplicable.

See  the  "Management"  and   "Compensation  of  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,  1997  are  contained  in  Item 8 of this
                  Report.

         2.       Financial Statement Schedules.

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

                  (ii)     Schedule II - Valuation and Qualifying Accounts.

         3.       Exhibits Incorporated by reference.

                  (i)      The   Registrant's   Prospectus   as   contained   in
                           Pre-Effective  Effective  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 Exchange Act of 1933 on May 5,
                           1996 and  Supplement No. 5 as filed under Rule 424(b)
                           of the  Securities  Exchange Act of 1933 on March 18,
                           1996.

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

(b) During the year  ended  1997,  no reports on Form 8-K have been filed by the
Registrant.



<PAGE>






             Independent Auditors' Report on Supplementary Schedule







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

Under the date of February  18,  1998,  we  reported  on the  balance  sheets of
Textainer  Equipment  Income Fund V, L.P. (the  Partnership)  as of December 31,
1997 and 1996,  and the related  statements of earnings,  partners'  capital and
cash flows for each of the years in the  three-year  period  ended  December 31,
1997,  which are included in the 1997 annual  report on Form 10-K. In connection
with our audits of the aforementioned financial statements,  we also audited the
related  financial  statement  schedule  as  listed in Item 14.  This  financial
statement  schedule is the responsibility of the Partnership's  management.  Our
responsibility  is to express an opinion on this  financial  statement  schedule
based on our audits.

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



                              KPMG Peat Marwick LLP


San Francisco, California
February 18, 1998


<PAGE>


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

                 Schedule II - Valuation and Qualifying Accounts

                             (Amounts in thousands)
<TABLE>
<CAPTION>

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

<S>                                     <C>                  <C>                 <C>             <C>             <C>
For the year ended December 31, 1997:

   Allowance for doubtful accounts           $  269              $ 116           $      2        $      -        $   387
                                             ------              -----           --------        ---------         -----

   Damage protection plan reserve            $  361              $ 248           $      -        $   (269)       $   340
                                             ------              -----           --------           ------         -----

   Recovery cost reserve                     $   54              $ 182           $      -        $   (147)       $    89
                                             ------              -----           --------          -------         -----

For the year ended December 31, 1996:

   Allowance for doubtful accounts           $  151              $ 128           $      -        $    (10)       $   269
                                             ------              -----           --------         --------         -----

   Damage protection plan reserve            $  232              $ 384           $      -        $   (255)       $   361
                                             ------              -----           --------          -------         -----

   Recovery cost reserve                     $    4              $ 179           $      -        $   (129)       $    54
                                             ------              -----           --------          -------         -----


For the year ended December 31, 1995:

   Allowance for doubtful accounts           $   43              $ 111           $      -        $     (3)       $   151
                                             ------               ----           --------          -------         -----

   Damage protection plan reserve            $  108              $ 239           $      -        $   (115)       $   232
                                             ------              -----           --------          -------         -----

   Recovery cost reserve                     $    2              $  99           $      -        $    (97)       $     4
                                             ------              -----           --------          -------         -----


</TABLE>

<PAGE>



 

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__________________________________
                                    John R. Rhodes
                                    Executive Vice President

Date:  March 26, 1998

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

Signature                                         Title                                        Date


<S>                                               <C>                                         <C>
__________________________________                Executive Vice President                     March 26, 1998
John R. Rhodes                                    (Principal Financial and
                                                  Accounting Officer),
                                                  Secretary and Treasurer

__________________________________                President (Principal Executive               March 26, 1998
Philip K. Brewer                                  Officer)


__________________________________                Vice President, Finance,                     March 26, 1998
Ernest J. Furtado                                 Assistant Secretary and Director


__________________________________                Director                                     March 26, 1998
James E. Hoelter


__________________________________                Director                                     March 26, 1998
John A. Maccarone






</TABLE>

<PAGE>



                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

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

                                 By Textainer Capital Corporation
                                 The Managing General Partner

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

Date:  March 26, 1998

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

Signature                                         Title                                        Date


<S>                                               <C>                                         <C>
/s/John R. Rhodes                                 Executive Vice President                     March 26, 1998
__________________________________                (Principal Financial and
John R. Rhodes                                    Accounting Officer), and
                                                  Secretary

/s/Philip K. Brewer                               President (Principal Executive               March 26, 1998
__________________________________                Officer)
Philip K. Brewer                                  


/s/Ernest J. Furtado                              Vice President, Finance                      March 26, 1998
__________________________________                Assistant Secretary and Director
Ernest J. Furtado                                 


/s/James E. Hoelter                               Director                                     March 26, 1998
__________________________________
James E. Hoelter


/s/John A. Maccarone                              Director                                     March 26, 1998
__________________________________
John A. Maccarone

</TABLE>