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


March 27, 1997


Securities and Exchange Commission
Washington, DC  20549

Gentlemen:

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  we are
submitting  herewith for filing on behalf of Textainer  Equipment Income Fund V,
L.P. (the  "Partnership")  the Partnership's  Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.

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

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

Sincerely,

Nadine Forsman
Controller
<PAGE>

                   SECURITIES AND EXCHANGE COMMISSION
                          Washington DC 20549

                                FORM 10K

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

              For the fiscal year ended December 31, 1996

                      Commission file number 0-25946

                 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
1993 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 
         (Dollar amounts in thousands)

         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.  As of December 31, 1996,  the  Registrant  had raised a total of
         $89,305 from the offering,  and the use of those proceeds is summarized
         as follows:

<TABLE>
<CAPTION>
                                                                                   AMOUNT          %

<S>                                                                              <C>            <C> 
                  Gross Proceeds                                                 $ 89,305       100%
                                                                                   ======       ====

                  Public Offering Expenses:
                    Commissions                                                 $   8,038         9%
                    Organizational & Offering Costs                                 3,736         4%
                  Purchases of Equipment                                           72,822        82%
                  Acquisition Fees Earned
                    by the General Partners                                         3,816         4%
                  Initial Working Capital Reserve                                     893         1%
                                                                                 --------         --

                                                                                 $ 89,305       100%
                                                                                   ======       ====


</TABLE>

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

(b)      Financial Information About Industry Segments

         Inapplicable.

(c)      Narrative Description of Business

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

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

(c)(1)(ii)        Inapplicable.

(c)(1)(iii)       Inapplicable.

(c)(1)(iv)        Inapplicable.

(c)(1)(v)         Inapplicable.

(c)(1)(vi)        Inapplicable.

(c)(1)(vii)       One  lessee had  rental  billing  for the year  ended December
                  31,  1996  of  10.11%  of  the  total  rental  billing  of the
                  Registrant.  No other single lessee had rental billing for the
                  year  ended  December  31,  1996  which was 10% or more of the
                  total  rental  billing  of  the  Registrant.  The  Partnership
                  has insurance  that would cover loss of revenue as a result of
                  default under all the leases and  for  the  recovery  cost  or
                  replacement  value  of all containers  including those of this
                  lessee.  The  insurance  covers  loss of lease  revenues for a
                  specified  period of time,  and not  necessarily  for the term
                  of the lease.  The insurance  is renewable  annually,  and the
                  General  Partners  believe  that  it  is   probable  that  the
                  Partnership  would be able to recover  insurance   proceeds in
                  the event of a loss.   Because of this  insurance  and because
                  the  Partnership would likely be able  over a period  of time,
                  to   re-lease  any   Equipment   that   was  returned  to  the
                  Partnership,  the  General  Partners  believe  that  the  loss
                  of this  lessee  would  not  have a  material  adverse  impact
                  on the  Partnership's  operating  results.  Because  these are
                  forward looking  statements,  there can be no  assurance  that
                  events will occur as the General  Partners  have predicted and
                  these statements  could be affected by material adverse events
                  in the future, such as the  Partnership's  loss  of  insurance
                  or the  Partnership's  inability  to  re-lease  Equipment that
                  is returned to the Partnership by the lessee.

(c)(1)(viii)      Inapplicable.

(c)(1)(ix)        Inapplicable.

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


(c)(1)(xi)        Inapplicable.

(c)(1)(xii)       Inapplicable.

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

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

         The  Registrant  is involved in the leasing of shipping  containers  to
         international   shipping   companies   for  use  in  world   trade  and
         approximately  10.63%, 3.6% and 3.7% of the Registrant's rental revenue
         during the years ended December 31, 1996, 1995 and 1994,  respectively,
         was derived from operations  sourced or terminated  domestically.  This
         percentage does not reflect the proportion of the Partnership's  income
         from operations  generated in domestic waterways.  Substantially all of
         the  Partnership's  income  from  operations  is  derived  from  assets
         employed in foreign  operations.  See "Business of the Partnership" and
         for  discussion  of the risks of  leasing  containers  for use in world
         trade, "Risk Factors" in the Registrant's Prospectus, as  supplemented.

ITEM 2 - PROPERTIES

As of December 31, 1996, the Registrant owned the following types and quantities
of equipment:
<TABLE>
<CAPTION>

<S>        <C>                                                                                    <C>   
           20-foot standard dry freight containers.........................................       10,007
           40-foot standard dry freight containers.........................................       10,327
           40-foot high cube dry freight containers........................................        3,618
                                                                                                --------
                                                                                                  23,952
</TABLE>

During  December 1996,  approximately  82% 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

(a)      Market Information.

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

(a)(1)(ii)        Inapplicable

(a)(1)(iii)       Inapplicable.

(a)(1)(iv)        Inapplicable.

(a)(1)(v)         Inapplicable.

(a)(2)            Inapplicable.

(b)      Holders.

(b)(1)            As of January 1, 1997,  there were 4,813  holders of record of
                  limited  partnership  interests in the Registrant.

(b)(2)            Inapplicable.

(c)      Dividends.

         Inapplicable.

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


ITEM 6 - SELECTED FINANCIAL DATA

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

<S>                                                                 <C>           <C>             <C>           <C>
Rental Income.......................................................$ 13,588       10,467          3,783           318

Net Earnings (Loss)................................................ $  3,834        3,116            367         (136)

Net Earnings per Unit of Limited Partnership Interest.............. $   0.93         1.71           1.44           N/A

Distributions Per Unit of Limited Partnership Interest............. $   2.02         1.97           0.81           N/A

Distributions Per Unit of Limited Partnership Interest
    representing a return of capital............................... $   1.09         0.26            N/A           N/A

Total Assets....................................................... $ 73,927       70,558         32,265         9,830

Outstanding Balance on Revolving Credit Line........................$      -       10,000         15,000         6,465
                                                                       
</TABLE>

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

        (Dollar amounts in thousands except for unit and per unit amounts)

The Financial Statements contain information which will assist in evaluating the
financial  condition of the  Partnership  for the years ended December 31, 1996,
1995 and 1994.  Please refer to the  Financial  Statements  and Notes thereto in
connection with the following discussion.

Liquidity and Capital Resources

The Partnership offered limited partnership  interests to the public from May 1,
1994 through April 29, 1996. The Partnership  received its minimum  subscription
amount of $5,000 on August 23, 1994. The cumulative  proceeds of the offering at
the end of each  subsequent  quarter  was as follows  (exclusive  of the initial
Units purchased by the Partnership's initial limited partner):
<TABLE>
<CAPTION>
<S>                              <C>                                      <C>     
                                 June 30, 1994...................          $  1,819
                                 September 30, 1994..............             9,661
                                 December 31, 1994...............            18,589
                                 March 31, 1995..................            29,442
                                 June 30, 1995...................            41,218
                                 September 30, 1995..............            53,460
                                 December 31, 1995...............            67,396
                                 March 31, 1996..................            83,240
</TABLE>

As of April 29, 1996 the Partnership had received a total subscription amount of
$89,305.

The Partnership  has set up a program whereby limited  partners may redeem units
for a specified  redemption  value.  The redemption  price is set by formula and
varies  depending on length of time 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. The Partnership  redeemed 8,451 units for a total
dollar amount of $152 during the year ended December 31, 1996,  representing  an
average  redemption price of $17.97 per unit. The Partnership has used cash flow
from operations to pay for the redeemed units.

The Partnership  invests working capital and cash flow from operations  prior to
its  distribution  to the Partners or  reinvestment  in additional  Equipment in
short-term,  liquid investments. It is the policy of the Partnership to maintain
minimum working  capital  reserves in an amount which is the lesser of (i) 1% of
capital  contributions,  or (ii) $100. At December 31, 1996,  the  Partnership's
cash of $943 was invested in money market accounts.

During  the  year  ended  December  31,  1996,  the  Partnership  declared  cash
distributions  to limited  partners  pertaining to the period from December 1995
through November 1996 in the amount of $8,168. These distributions represent 10%
of original  capital  (measured on an annualized  basis) on each unit. On a cash
basis, all of these distributions were from operations.  On a GAAP basis, $4,420
of these  distributions  were a return of capital  and the  balance was from net
earnings. Beginning with the cash distribution to limited partners for the month
of April 1997,  payable May 1997, the Partnership will make  distributions at an
annualized  rate  of 9% on  each  Unit.  This  reduction  in  the  Partnership's
distribution  rate is a  result  of a  decline  in  demand  for  leasing  of the
Partnership's container rental fleet, which is discussed in detail below.

The Partnership  made its first equipment  purchases on an all cash basis during
September  1993 and completed the purchase of its inital  portfolio of container
equipment in February 1996.  The net cumulative  cost of Equipment at the end of
each quarter after commencement of operations is as follows:
<TABLE>
<CAPTION>

<S>                              <C>                                      <C>     
                                 September 30, 1993............           $  6,699
                                 December 31, 1993.............              8,147
                                 March 31, 1994................             13,490
                                 June 30, 1994.................             18,547
                                 September 30, 1994............             26,525
                                 December 31, 1994.............             25,520
                                 March 31, 1995................             32,460
                                 June 30, 1995.................             54,101
                                 September 30, 1995............             65,612
                                 December 31, 1995.............             70,414
                                 March 31, 1996................             75,302
                                 June 30, 1996.................             79,582
                                 September 30, 1996............             79,542
                                 December 31, 1996.............             79,103
</TABLE>

The Partnership had a short-term  revolving  credit line with an available limit
of $15,000 which was used for Equipment  purchases.  The credit line was paid in
full on April 8, 1996, and expired on May 31, 1996.

For the year ended December 31, 1996, the  Partnership  had net cash provided by
operating  activities  of $8,533  compared  with net cash  provided by operating
activities  of $4,870 for the year ended  December 31, 1995.  This  increase was
primarily  attributable  to increases  in net  earnings,  non-cash  depreciation
expense and improved accounts receivable collections.  Net earnings increased by
23% in 1996 from 1995  primarily  due to an  increase in rental  revenues  and a
decrease in interest expense offset by an increase in direct container expenses.
Rental revenues and depreciation expense increased by 35% and 47%,  respectively
between periods primarily due to an increase in the Equipment fleet.

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

Net  cash  used in  investing  activities  (the  purchase  and  sale  of  rental
equipment)  for the year ended  December  31,  1996 was  $10,068  compared  with
$40,939 for the same period in 1995. The Partnership purchased more Equipment in
the year ended December 31, 1995 than in the  comparable  period in 1996, due to
raising less funds from its public  offering,  which came to a close in April of
1996,  as well as  utilizing  available  cash for the  repayment  of the  credit
facility.  Net cash used in investing  activities  for the period ended December
31, 1995,  included the return of restricted funds previously held as collateral
for the revolving credit facility. Consistent with its investment objectives and
the General  Partners'  determination  that Equipment can be profitably  sold or
bought at any time,  the  Partnership  intends to reinvest all or a  significant
amount of proceeds from future Equipment sales in additional Equipment.

Results of Operations

Because the  Partnership  was in the process of acquiring and placing in service
its initial  portfolio of Equipment  during the year ended December 31, 1996 and
offering units of limited  partnership  interest to the public during the period
from May 1, 1994 to April 29, 1996,  the results of its operations for the years
December 31, 1996, 1995 and 1994 are not completely comparable.  The Partnership
generated net earnings of $3,834,  $3,116, and $367 for the years ended December
31, 1996, 1995 and 1994, respectively.  These financial results include non-cash
depreciation expenses of $4,663, $3,165 and $1,178 for the respective periods.

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

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

<S>                                                     <C>              <C>          <C>  
               Opening inventory...................     21,345          8,797         2,660
               Closing inventory...................     23,952         21,345         8,797
               Average.............................     22,649         15,071         5,729

</TABLE>

The growth in average  container fleet between 1995 and 1996, and 1994 and 1995,
is due to the  buildup  of the  Partnership's  portfolio  as the  initial  gross
proceeds raised were invested in Equipment.

Rental  income and direct  operating  expenses  are also  affected  by the lease
utilization  percentages  for the  Equipment  which  were 82%,  87% and 80%,  on
average, during the years ended December 31, 1996, 1995 and 1994,  respectively.
In addition, rental income is affected by daily rental rates.

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

The  Partnership's  income from  operations  was $3,826 and $3,944 for the years
ended December 31, 1996 and 1995, respectively. Income from operations decreased
from the year ended  December  31,  1996 to the same period in 1995 due to lower
utilization  and daily  rental  rates.  Rental  income for the same  periods was
$13,588 and $10,467.  Income from  container  rentals is largely  dependent upon
three  factors:  equipment  available  for lease  (average  inventory),  average
on-hire (utilization) percentages,  and average daily rental rates. The increase
in rental  revenue  was  directly  related  to the  increase  in the size of the
equipment  fleet but was offset by by lower  utilization  and lower daily rental
rates.  Average  inventory  increased by 50% from  December 31, 1995 to the same
period in 1996.  Utilization  decreased  by 6% and average  daily  rental  rates
decreased by 4% between periods.

The  Partnership's  income from  operations  was $3,944 and $1,255 for the years
ended  December  31,  1995 and 1994,  respectively.  Rental  income for the same
periods was $10,467 and $3,783.  These  increases  were directly  related to the
size of the container fleet.  Average inventory  increased by 163% from December
31, 1994 to the same period in 1995.  Average  utilization  increased  by 9% and
average daily rental rates increased by 2% between periods.

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

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

The balance of rental income consists of other  lease-related  items,  primarily
income  from  charges  to the  lessees  for  pick-up  of  containers  from prime
locations  less  credits  granted to lessees  for leasing  containers  from less
desirable locations (location income),  income from charges to the lessees under
a damage protection plan (DPP) and income for handling and returning containers.
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 in other  rental  revenues was due to 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 lower  demand,  which
drove  drop-off  charges to lessees  down and  increased  credits to lessees for
picking up units at less desirable  locations.  The increase in DPP is primarily
due to the increase in the number of lessees under the plan.

For the year ended December 31, 1995, the total of these other revenue items was
$1,137,  an increase  of $658 from the  equivalent  period in 1994.  The primary
components of this net increase in other rental revenues was due to increases in
handling,  location and DPP income of $284, $219 and $155,  respectively.  These
increases are directly related to the increase in average fleet size.

Direct  container  expenses  (excluding bad debt expense),  which increased from
$1,433  during the year ended  December 31,  1995,  to $2,561 for the year ended
December 31, 1996,  increased as a percentage  of rental  income from 14% to 19%
during  the  respective  periods.  The  relative  increase  in these  costs as a
percentage of rental income was  attributable to the decrease in utilization and
daily rental rates.

Direct  container  expenses  (excluding bad debt expense),  which increased from
$642  during  the year ended  December  31,  1994,  to $1,433 for the year ended
December 31, 1995,  decreased as a percentage  of rental  income from 17% to 14%
during  the  respective  periods.  The  relative  decrease  in these  costs as a
percentage of rental income was  attributable to the increase in utilization and
average daily rental rates.

Bad debt expense increased by $17 and $76 from the years ended December 31, 1995
to 1996 and December 31, 1994 to 1995,  respectively.  As a percentage  of gross
revenue, bad debt expense was consistent at 1% for these years.

Depreciation and amortization  expenses  increased by $1,498 and $2,021 from the
year ended  December 31, 1995 to 1996 and from the year ended December 31, 1994,
to 1995, respectively.  These increases are directly related to the increases in
fleet size during the periods.

Management  fees to  affiliates  as a percentage  of gross revenue were 9.6% and
8.6% for the years ended  December  31, 1996 and 1995,  respectively.  Incentive
management  fees,  which are  based on the  Partnership's  distributions  to the
limited and general  partners,  were 2.6% and 1.6% of gross revenue in the years
ended December 31, 1996 and 1995,  respectively.  Equipment management fees were
7% of gross revenue for both years.

Management  fees to  affiliates  were 8.6% of gross  revenue  in the year  ended
December  31, 1995 and 7.4% of total gross  revenue for the same period in 1994.
Incentive  management  fees were 1.6% for the year ended  December  31, 1995 and
0.4% for the same  period in 1994.  The  increased  percentage  between  periods
reflects the increase in  distribution  rate to the limited  partners from 9% to
10% and  the increase in capital subject to distributions.  Equipment management
fees were 7% of gross revenue for both periods.

General and administrative  costs to affiliates  increased by $105 from the year
ended  December 31, 1995,  compared to the same period in 1996, and increased by
$476 from the year ended December 31, 1995, compared to the same period in 1994.
These costs,  which are primarily overhead costs allocated by TEM, are allocated
based on fleet size, which increased in each of the respective periods.

Other  income  (expense),  net,  decreased  from an expense of $828 for the year
ended December 31, 1995, to income of $8 for the comparable period in 1996. This
change was comprised of a decrease in interest expense of $895 and a decrease in
interest  income of $94,  offset by an increase in the gain on sale of equipment
of $35.  Interest expense  decreased due to the repayment of the credit facility
in  April,  1996.  Interest  income  decreased  due to a  lower  amount  of cash
available for short-term investment in 1996 compared to 1995.

Other  (expense),  net,  decreased  from $888 for the period ended  December 31,
1994, to $828 for the year ended December 31, 1995. This change was comprised of
an increase in interest expense of $49, offset by an increase in interest income
of $55 and an increase in gain on sale of  equipment  of $54.  Interest  expense
increased due to higher  interest rates during the first half of 1995,  compared
to the same  period in 1994,  as well as a higher  average  balance  outstanding
under the credit  facility.  Interest income increased due to a higher amount of
cash available for short-term investment in 1995 over 1994.

Net earnings per limited partnership unit decreased from $1.71 to $0.93 per unit
from the year ended  December 31, 1995, to the same period in 1996.  Despite the
growth in net earnings,  which increased from $3,116 for the year ended December
31, 1995, to $3,834 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.

Net earnings per limited partnership unit increased from $1.44 to $1.71 per unit
from the year ended  December  31,  1995,  to the year ended  December 31, 1996,
reflecting  the increase in net earnings from $367 to $3,116 for the  respective
period.  These increases were directly  attributable to the growth in fleet size
and increases in utilization between the periods.

Although  substantially  all of the  Partnership's  income  from  operations  is
derived from assets employed in foreign operations, virtually all of this income
is  denominated  in United  States  dollars.  The  Partnership's  customers  are
international  shipping  lines  which  transport  goods on  international  trade
routes.  The  domicile  of the lessee is not  indicative  of where the lessee is
transporting  the  Equipment.  The  Partnership's  business  risk in its foreign
operations lies with the  creditworthiness of the lessees, and the Partnership's
ability to keep the Equipment under lease,  rather than the geographic  location
of the  Equipment  or the domicile of the  lessees.  The  Equipment is generally
operated on the international  high seas rather than on the domestic  waterways.
The  Equipment  is subject to the risk of war or other  political,  economic  or
social  occurrence  where the Equipment is used, which may result in the loss of
Equipment,  which,  in turn,  may have a  material  impact on the  Partnership's
results of operations  and  financial  condition.  The General  Partners are not
aware of any  conditions as of December 31, 1996 which would result in such risk
materializing.

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

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Attached pages 12 to 23.


<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, 1996 and
1995, and the related statements of operations, partners' capital and cash flows
for the year ended December 31, 1996, 1995 and 1994. These financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

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



                              KPMG Peat Marwick LLP


San Francisco, California
February 17, 1997


<PAGE>


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

                             Balance Sheets

                       December 31, 1996 and 1995
                         (Amounts in thousands)

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

<S>                                                                 <C>                     <C>
Assets
Container rental equipment, net of accumulated
   depreciation of $9,118 (1995:  $4,488)                           $         69,985                 65,926

Cash                                                                             943                  1,372

Accounts receivable, net of allowance
   for doubtful accounts of $269 (1995:  $151)                                 2,829                  3,043

Organization costs, net of accumulated
   amortization of $122 (1995:  $70)                                             140                    192

Prepaid expenses                                                                  30                     25
                                                                      ---------------       ----------------

                                                                    $         73,927                 70,558
                                                                      ===============       ================

Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                 $            356                    226

   Accrued liabilities                                                            31                    214

   Accrued damage protection plan costs (note 1)                                 361                    232

   Due to affiliates (note 2)                                                    154                    629

   Deferred quarterly distribution (note 1)                                      124                     80

   Equipment purchases payable                                                   169                  1,168

   Note payable to bank (note 4)                                                   -                 10,000
                                                                      ---------------       ----------------

        Total liabilities                                                      1,195                 12,549
                                                                      ---------------       ----------------

Partners' capital:
   General partners                                                                2                      2

   Limited partners                                                           72,730                 58,007
                                                                      ---------------       ----------------

        Total partners' capital                                               72,732                 58,009
                                                                      ---------------       ----------------

                                                                    $         73,927                 70,558
                                                                      ===============       ================

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, 1996,  1995 and 1994
      (Dollar amounts in thousands except for unit and per unit amounts)

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

<S>                                                           <C>                  <C>               <C>  
Rental Income                                                 $         13,588            10,467            3,783
                                                                ---------------   ---------------   --------------

Costs and expenses:
   Direct container expenses                                             2,561             1,433              642

   Bad debt expense                                                        128               111               35

   Depreciation and amortization                                         4,715             3,217            1,196

   Professional fees                                                        50                57               28

   Management fees to affiliates (note 2)                                1,305               899              279

   General administrative costs to affiliates (note 2)                     862               757              281

   Other general and administrative costs                                  141                49               67
                                                                ---------------   ---------------   --------------
         
                                                                         9,762             6,523            2,528
                                                                ---------------   ---------------   --------------

       Income from operations                                            3,826             3,944            1,255
                                                                ---------------   ---------------   --------------

Other income (expense):
   Interest expense, net                                                  (99)             (900)            (906)

   Gain on sale of containers                                              107                72               18
                                                                ---------------   ---------------   --------------

                                                                             8             (828)            (888)
                                                                ---------------   ---------------   --------------

       Net earnings                                           $          3,834             3,116              367
                                                                ===============   ===============   ==============

Allocation of net earnings (note 1):
   General Partners                                           $             86                38                4

   Limited Partners                                                      3,748             3,078              363
                                                                ---------------   ---------------   --------------

                                                              $          3,834             3,116              367
                                                                ===============   ===============   ==============


Limited partners' per unit share of net earnings              $           0.93              1.71             1.44
                                                                ===============   ===============   ==============

Limited partners' per unit share of distributions             $           2.02              1.97             0.81
                                                                ===============   ===============   ==============

Weighted average number of limited
       partnership units outstanding                                 4,041,267         1,796,771          251,824
                                                                ===============   ===============   ==============


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, 1996, 1995 and 1994
                             (Amounts in thousands)

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

<S>                                                          <C>                  <C>                   <C>  
Balances at December 31, 1993                                 $         -                  (135)                 (135)

Proceeds from sale of limited partnership units                         -                 18,589                18,589

Syndication and offering costs                                          -                 (2,552)               (2,552)

Distributions                                                         (2)                   (203)                 (205)

Net earnings                                                            4                     363                  367
                                                                -----------       ----------------       --------------

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)                                                     -                  (152)                (152)

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

Balances at December 31, 1996                                 $          2                 72,730               72,732
                                                                ===========       ================       ==============


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, 1996, 1995 and 1994
                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                                                              1996             1995              1994
                                                                          -------------    --------------    --------------
<S>                                                                    <C>                 <C>               <C>
Cash flows from operating activities:
   Net earnings                                                         $       3,834            3,116               367
   Adjustments  to  reconcile  net  earnings to net cash  provided by  
   operating activities:

         Depreciation                                                           4,663            3,165             1,178

         Provision for doubtful accounts                                          118              108                36

         Amortization of organization costs                                        52               52                18

         Gain on sale of container rental equipment                              (107)            (72)              (18)

         Changes in assets and liabilities:
             Increase in accounts receivable                                     (140)         (1,561)           (1,128)

             Increase (decrease) in due to affiliates, net                          42           (112)                77

             (Decrease) increase in accounts payable and accrued
             liabilities                                                           (53)             60               243

             Increase in accrued damage protection plan costs                       129            124               100

             (Increase) decrease in prepaid expense                                 (5)           (10)                22

             Organizational costs                                                    -               -              (262)
                                                                          -------------    --------------    --------------
             Net cash provided by operating activities                            8,533           4,870              633
                                                                          -------------    --------------    --------------

Cash flows from investing activities:
   Equipment purchases                                                         (10,486)         (43,946)          (18,631)

   Proceeds from sale of equipment                                                  418             307                 33

   Cash collateral deposit                                                            -           2,700            (1,336)
                                                                          -------------    --------------    --------------
             Net cash used in investing activities                             (10,068)         (40,939)          (19,934)
                                                                          -------------    --------------    --------------

Cash flows from financing activities:
   Proceeds from sales of limited partnership units                              22,084           48,571            18,589

   Syndication and offering costs                                               (2,644)          (6,396)           (2,472)

   Distributions to partners                                                    (8,182)          (3,501)             (191)

   Redemptions of limited partnership units                                       (152)                -                 -

   (Repayments) borrowings under revolving credit line                          (10,000)         (5,000)             8,536

   Decrease in borrowings from affiliates                                             -                -            (1,397)
                                                                          -------------    --------------    --------------
              Net cash provided by financing activities                          1,106           33,674             23,065
                                                                          -------------    --------------    --------------

Net (decrease) increase in cash                                                  (429)           (2,395)             3,764

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

Cash at end of period                                                   $          943             1,372             3,767
                                                                          =============    ==============    ==============

Interest paid during the period                                         $          280              1,187             814
                                                                          =============    ==============    ==============

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, 1996, 1995 and 1994
                             (Amounts in thousands)

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of Equipment purchases, distributions
to partners,  syndication and offering  costs,  proceeds from sale of Equipment,
proceeds from sale of limited  partnership units and organizational  costs which
had not been paid or received by the Partnership as of December 31, 1996,  1995,
1994 and 1993,  resulting in differences in amounts recorded and amounts paid or
received by the Partnership, as shown in the Statements of Cash Flows.
<TABLE>
<CAPTION>
                                                                   1996            1995          1994          1993
                                                                   ----            ----          ----          ----
<S>                                                               <C>           <C>           <C>           <C>
Equipment purchases included in:
   Due to affiliates.............................................. $  4             453           145           327
   Equipment purchases payable....................................  169           1,168           245         1,288

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

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

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

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

Organizational costs included in:
   Due to affiliates..............................................    -               -            -            175
</TABLE>

The following table summarizes the amounts of Equipment purchases, distributions
to partners,  syndication and offering  costs,  proceeds from sale of Equipment,
proceeds from the sale of limited  partnership  units and  organizational  costs
recorded by the  Partnership  and the  amounts  paid or received as shown on the
Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994.
<TABLE>
<S>                                                                                <C>          <C>            <C> 
                                                                                   1996         1995           1994
                                                                                   ----         ----           ----

<S>                                                                          <C>              <C>            <C>   
Equipment purchases recorded...........................................      $    9,038       45,177         17,406
Equipment purchases paid...............................................          10,486       43,946         18,631

Distributions to partners declared.....................................           8,254        3,571            205
Distributions to partners paid.........................................           8,182        3,501            191

Syndication and offering costs recorded................................           2,553        6,407          2,552
Syndication and offering costs paid....................................           2,644        6,396          2,472

Proceeds from sale of Equipment recorded...............................             423          343             50
Proceeds from sale of Equipment received...............................             418          307             33

Proceeds from sales of limited partnership units recorded..............          21,848       48,807         18,589
Proceeds from sales of limited partnership units received..............          22,084       48,571         18,589

Organizational costs recorded..........................................             -              -             87
Organizational costs paid..............................................             -              -            262

See accompanying notes to financial statements
</TABLE>


<PAGE>


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

                     Notes to Fianancial Statements

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


Note 1.  Summary of Significant Accounting Policies

      (a)  Nature of Operations

      Textainer  Equipment  Income Fund V, L.P. (TEIF V or the  Partnership),  a
      California Limited  Partnership,  was formed on July 15, 1993 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 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) (formerly  Textainer  (Delaware) Inc.)
      is the Managing  General Partner of the Partnership.  Textainer  Equipment
      Management Limited (TEM) (prior to being redomiciled on December 20, 1994,
      TEM was  known as  Textainer  Equipment  Management  N.V.)  and  Textainer
      Limited (TL) are the Associate  General Partners of the  Partnership.  The
      Managing  General Partner and 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  relative  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  container  rental
      contracts.  These  contracts  are  typically  for a one-year  term and are
      classified as operating  leases.  Certain  estimates and assumptions  were
      made by the  Partnership's  management that affect the reported amounts of
      assets  and  liabilities   and   disclosures  of  contingent   assets  and
      liabilities  at the  date of the  financial  statements  and the  reported
      amounts of  revenue  and  expenses  during the  reporting  period.  Actual
      results could differ from those estimates.

      (c)  Equipment

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

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

      (d)  Nature of Income from Operations

      Although  substantially all of the Partnership's income from operations is
      derived from assets employed in foreign operations,  virtually all of this
      income  is  denominated  in  United  States  dollars.   The  Partnership's
      customers  are  international  shipping  lines  that  transport  goods  on
      international  trade routes.  Once the Equipment is on-hire with a lessee,
      the  Partnership  has no way of knowing its location.  The domicile of the
      lessee  is  not  indicative  of  where  the  lessee  is  transporting  the
      Equipment.  The Partnership's business risk in its foreign operations lies
      with the  creditworthiness  of the  lessees  rather  than  the  geographic
      location of the Equipment or the domicile of the lessees.

      For the 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.

      (e)  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  partners'  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 as an accrued  liability
      at December 31, 1996 and 1995.

      (f)  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.

      (g)  Organization Costs

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

      (h)  Acquisition Fees

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

      (i)  Damage Protection Plan

      The Partnership  offers a Damage  Protection Plan (the Plan) to lessees of
      its  Equipment.  Under  the  terms  of the  Plan,  the  Partnership  earns
      additional  revenues on a daily basis and, as a result, has agreed to bear
      certain repair costs. It is the Partnership's policy to recognize revenues
      when earned and provide a reserve  sufficient  to cover the  Partnership's
      obligation  for estimated  future  repair costs.  At December 31, 1996 and
      1995, this reserve was equal to $361 and $232 respectively.

     (j)  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  year  ended  December  31,  1996,  1995 and  1994  which  was
      4,041,267, 1,796,771 and 251,824, respectively.

      (k)  Redemptions

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

                                                                              Average
                                                      Units 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  prior to 1996. The redemption price is fixed by
      formula  and  varies  depending  on the length of time the units have been
      outstanding.

      (l)  Fair Value of Financial Instruments

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

      (m)  Reclassifications

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

Note 2.  Transactions with Affiliates

      During the offering  period,  the Partnership  paid a managing sales agent
      fee to TSC of up to 9% of the  gross  proceeds  from the  sale of  limited
      partnership   units,  from  which  TSC  paid  commissions  to  independent
      participating  broker/dealers who participated in the offering. 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 amounts, which totaled $2,553 and $6,407,  respectively,
      during 1996 and 1995,  were deducted as syndication  and offering costs in
      the determination of net limited partnership contributions.

      The Partnership  reimbursed the Managing  General Partner for organization
      expenses totaling $262. These costs,  which resulted from the formation of
      the Partnership, were capitalized as organization costs in 1994.

      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
      capitalized $478, $2,107 and $884 of equipment acquisition fees as part of
      Equipment  costs during the years ended December 31, 1996,  1995 and 1994,
      respectively, and incurred $355, $166 and $14 of incentive management fees
      in the  years  ended  December  31,  1996,  1995 and  1994.  No  equipment
      liquidation fees were incurred in 1996, 1995 or 1994.

      The Equipment of the  Partnership  is managed by TEM. 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  at
      December 31, 1996, and 1995.

      Subject to certain reductions, TEM receives a monthly Equipment management
      fee equal to 7% of gross revenues  attributable to operating leases and 2%
      of gross revenues  attributable  to full payout net leases.  For the years
      ended December 31, 1996, 1995 and 1994,  these fees totaled $950, $733 and
      $265, respectively.  The Equipment is leased by TEM to third party lessees
      on operating master leases,  spot leases,  term leases and full payout net
      leases.  The  majority  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 borne by TCC and TEM. During 1996,  1995, and 1994,  costs
      allocated  to the  Partnership  for  salaries  were  $463,  $363 and $151,
      respectively  and other general and  administrative  costs were $399, $394
      and $130, respectively.

      TEM allocates these costs based on the ratio of the Partnership's interest
      in  managed  Equipment  to the total  Equipment  managed by TEM during the
      period.  Indirect  general  and  administrative  costs  allocated  to  the
      Partnership  by TEM were $744,  $640 and $237 during 1996,  1995 and 1994,
      respectively.

      TCC allocates indirect general and administrative costs to the Partnership
      based on the ratio of the  Partnership's  Equipment to the total Equipment
      of all limited  partnerships  managed by TCC. TCC allocated $118, $117 and
      $44 of these indirect costs to the Partnership during 1996, 1995 and 1994,
      respectively.

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

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

                                                                                    1996              1995
                                                                                    ----              ----

<S>                                                                                <C>                <C>
                 Due to TEM.............................................           $ 125               142
                 Due to TCC.............................................              28                39
                 Due to TSC.............................................               -                41
                 Due to TL..............................................               -                15
                 Due to TAS.............................................               1               392
                                                                                   -----              ----
                                                                                   $ 154               629
                                                                                     ===               ===
</TABLE>

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

      Prior to July 1994, it was the policy of the  Partnership  and the General
      Partners to charge interest on intercompany  balances outstanding for more
      than one month. Interest was charged at the prime rate plus 2%. As of July
      1994,  this  policy was  changed so that the  Partnership  is not  charged
      interest on intercompany balances except for loans on equipment purchases.
      Interest is charged at a rate not greater  than the General  Partners'  or
      affiliates' own cost of funds. The Partnership  incurred  interest expense
      of $123 on intercompany  balances payable to TCC, TAS and TEM for the year
      ended  December 31, 1994.  There was no interest  charged on  intercompany
      balances for 1996 or 1995.

Note 3.  Rentals under Operating Leases

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

                 Year ending December 31:

<S>              <C>                                                                        <C>   
                 1997.............................................................           $1,186
                 1998.............................................................              226
                 1999.............................................................               87
                 2000.............................................................                3
                                                                                           --------

                 Total minimum future rentals receivable..........................           $1,502
                                                                                              =====
</TABLE>

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% (8.5% at March 31, 1996) 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 1996, 1995 and 1994,  there were temporary  differences of $13,741,
      $6,240 and $1,696, respectively,  between the financial statement carrying
      value of certain assets and  liabilities  and the federal income tax basis
      of such  assets  and  liabilities.  The  reconciliation  of net income for
      financial  statement  purposes to net loss for federal income tax purposes
      for the years ended December 31, 1996, 1995 and 1994 is as follows:
<TABLE>
<CAPTION>

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

<S>                                                                       <C>               <C>              <C>
        Net income per financial statements..........................     $  3,834           3,116             367

        Increase in provision for bad debt...........................          118             108              36
        Depreciation for income tax purposes in excess
           of depreciation for financial statement purposes                 (7,799)         (4,831)         (1,629)
        Gain on sale of fixed assets for financial statement
           purposes in excess of gain recognized for
           federal income tax purposes...............................           54             165               3
        Increase in damage protection plan reserve...................          129             124             100
        Amortization of organization costs...........................             -              -             (31)
                                                                       ------------        --------        --------
                                                                                                 

        Net loss for federal income tax purposes.....................     $ (3,664)         (1,319)         (1,156)
                                                                          =========         =======         =======

</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.

Textainer  Capital  Corporation  (TCC),  as the  Managing  General  Partner,  is
responsible for managing the administration and operation of the Registrant, and
for the formulation and administration of investment policies.

Textainer  Equipment  Management  Limited (TEM), an Associate  General  Partner,
manages all aspects of the operation of the  Registrant's  Equipment.  (Prior to
being  redomiciled  on December 20, 1994,  TEM was known as Textainer  Equipment
Management N.V.)

Textainer Limited (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 of equipment
and equipment  owners,  and regarding the terms upon which  particular  items of
Equipment are acquired.

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,  is the managing sales agent for the offering of Units
for sale.

Section 16(a) Beneficial Ownership Reporting Compliance.

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

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

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

Name                             Age    Position

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Committees

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

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

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

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


ITEM 11 - EXECUTIVE COMPENSATION

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

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

a)      Security ownership of certain beneficial owners

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

b)      Security Ownership of Management
<TABLE>
<CAPTION>



                                                                           Number
                  Name of Beneficial Owner                                Of Units       % All Units

<S>                                                                       <C>           <C>   
                  James E. Hoelter                                            1,370        .0339%
                  Ernest J. Furtado                                             600        .0148%
                                                                              -----        -----

                  Officers and Management as a Group                          1,970        .0487%
                                                                              =====        =====
</TABLE>

c)       Changes in control.

         Inapplicable.

<PAGE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                      (Dollar amounts in thousands)

(a)      Transactions with Management and Others.

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

<S>                                                                             <C>                  <C>
                      Due to TEM........................................           $ 125               142
                      Due to TCC........................................              28                39
                      Due to TSC........................................               -                41
                      Due to TL.........................................               -                15
                      Due to TAS........................................               1               392
                                                                                --------               ---

                                                                                   $ 154               629
                                                                                   =====               ===
</TABLE>

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

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

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

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

<S>                                                      <C>                   <C>                 <C>
                     TCC...................              $    272              1,309               661
                     TSC...................                 2,281              5,098             1,978
                                                            -----              -----             -----
                     Total.................              $  2,553              6,407             2,639
                                                            =====              =====             =====
</TABLE>

         Acquisition Fees in connection with the purchase of equipment on behalf
         of the Registrant:
<TABLE>
<CAPTION>

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

<S>                                                      <C>                <C>                 <C>
                     TAS..................               $    478           2,107               884
                                                              ===           =====               ===


         Management fees in connection with the operations of the Registrant:

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

                     TEM..................              $  1,305              899               279
                                                           =====              ===               ===


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

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

                     TCC..................              $    118              117                44
                     TEM..................                   744              640               237
                                                             ---              ---               ---
                     Total................              $    862              757               281
                                                             ===              ===               ===

         Reimbursements in connection with the purchase of Equipment:

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

                     TCC..................          $          -                -                170
                     TL...................                     -                -                798
                     TAS..................                     -                -                430
                                                     -----------           --------           ------
                     Total................          $        -                  -              1,398
                                                     ===========        ===========            =====
</TABLE>

(b)      Certain Business Relationships.

         Inapplicable.

(c)      Indebtedness of Management

         Inapplicable.

(d)      Transactions with Promoters

         Inapplicable.

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


                                     PART IV


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

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

         2.       Financial Statement Schedules.

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

                  (ii)     Schedule II - Valuation and Qualifying Accounts.

         3.       Exhibits Incorporated by reference.

                  (i)      The  Registrant's  Prospectus  as  contained  in Pre-
                           Effective   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, 1995 and  Supplement No. 5 as  filed  under
                           Rule 424(b) of the Securities Exchange Act of 1993 on
                           March 18, 1996.

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

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



<PAGE>


















             Independent Auditors' Report on Supplementary Schedule







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

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

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



                                               KPMG Peat Marwick LLP


San Francisco, California
February 17, 1997


<PAGE>


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

                 Schedule II - Valuation and Qualifying Accounts

                       (Dollar amounts in thousands)
<TABLE>
<CAPTION>

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

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

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

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


For the year ended December 31, 1995:

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

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


For the year ended December 31, 1994:

   Allowance for doubtful accounts    $          8                     35            -                -                43
                                           -------                 ------        --------         --------         ------

   Damage protection plan reserve     $          9                    131            -                (32)            108
                                           -------                  -----        --------           ------          -----

</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
                                            John R. Rhodes
                                            Executive Vice President

Date:  March 26, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the  following  persons on behalf of Textainer  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 27, 1997
John R. Rhodes                                    (Principal Financial and
                                                  Accounting Officer) and
                                                  Secretary 

                                                  President (Principal Executive               March 27, 1997
James E. Hoelter                                  Officer) and Director


                                                  Executive Vice President,                    March 27, 1997
James S. McCaffrey                                Chief Operating Officer and Director


                                                  Director                                     March 27, 1997
John A. Maccarone


                                                  Director                                     March 27, 1997
Cara D. Smith
</TABLE>
<PAGE>



                                   SIGNATURES


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

                                         TEXTAINER EQUIPMENT INCOME FUND 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 27, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the  following  persons on behalf of Textainer  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 27, 1997
------------------------------------------------  (Principal Financial and
John R. Rhodes                                    Accounting Officer) and                            
                                                  Secretary

/s/James E. Hoelter                               President (Principal Executive               March 27, 1997
------------------------------------------------  Officer) and Director
James E. Hoelter                                  


/s/James S. McCaffrey                             Executive Vice President, Chief              March 27, 1997
----------------------------------------------    Operating Officer and Director
James S. McCaffrey                                


/s/John A. Maccarone                              Director                                     March 27, 1997
----------------------------------------------
John A. Maccarone


/s/Cara D. Smith                                  Director                                     March 27, 1997
------------------------------------------------
Cara D. Smith

</TABLE>