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


March 29, 1999


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, 1998.

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

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

Sincerely,

Nadine Forsman
Controller




<PAGE>




                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 1998

                         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.
[ X ]

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

Not Applicable.

Documents Incorporated by Reference

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


<PAGE>






                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

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

(a)      General Development of Business

         The Registrant is a California  Limited  Partnership formed on July 15,
         1993 to purchase,  own, operate,  lease, and sell equipment used in the
         containerized  cargo  shipping  industry.   The  Registrant   commenced
         offering units representing  limited  partnership  interests (Units) to
         the public on May 1, 1994 in accordance with its Registration Statement
         and  ceased to offer such Units as of April 29,  1996.  The  Registrant
         raised  a total  of  $89,305,000  from  the  offering  and  invested  a
         substantial  portion of the money raised in equipment.  The  Registrant
         has  since  engaged  in  leasing  this  and  other   equipment  in  the
         international shipping industry.

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

(b)      Financial Information About Industry Segments

         Inapplicable.

(c)      Narrative Description of Business

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

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

(c)(1)(ii)  Inapplicable.

(c)(1)(iii) Inapplicable.

(c)(1)(iv)  Inapplicable.

(c)(1)(v)   Inapplicable.

(c)(1)(vi)  Inapplicable.

(c)(1)(vii) No single lessee had revenue for the years ended  December 31,  1998
            and 1997 which  was  10%  or  more  of  the  total  revenue  of  the
            Registrant.  One lessee had revenue for the year ended December  31,
            1996  equal to 10% of the total revenue of the Registrant.  No other
            single lessee had revenue which was 10% or more of the total revenue
            of the Registrant during 1996.

(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  combined control  approximately 39%of the total equipment
            held  by  all  container  leasing   companies.  Textainer  Equipment
            Management Limited, an Associate General Partner of  the  Registrant
            and the manager of its marine  container  equipment,  is  the  third
            largest container  leasing  company and manages approximately 10% of
            the  equipment  held  by  all  container  leasing  companies.    The
            Registrant alone is not a  material  participant  in  the  worldwide
            container leasing market. The principal methods of  competition  are
            price, availability and the provision of worldwide  service  to  the
            international  shipping  community.  Competition  in  the  container
            leasing market has increased over the past few  years.  Since  1996,
            shipping  alliances  and   other  operational  consolidations  among
            shipping lines have allowed shipping lines to begin  operating  with
            fewer  containers,   thereby   decreasing   the  demand  for  leased
            containers.  This decrease in demand, along with  the  entry of  new
            leasing company competitors offering low container rental  rates  to
            shipping  lines, has increased competition  among container  lessors
            such as the Registrant.

(c)(1)(xi)  Inapplicable.

(c)(1)(xii) Inapplicable.

(c)(1)(xiii)The Registrant  has  no  employees.  Textainer  Capital  Corporation
            (TCC),   the   Managing  General  Partner  of  the  Registrant,   is
            responsible for the  overall  management  of  the  business  of  the
            Registrant and at December  31,  1998  had  6  employees.  Textainer
            Equipment   Management   Limited   (TEM),   an   Associate   General
            Partner,   is   responsible   for  the  management  of  the  leasing
            operations  of the  Registrant  and at December 31, 1998 had a total
            of 162 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  20%,  12% and  11% of the  Registrant's  rental  revenue
         during the years ended December 31, 1998, 1997 and 1996,  respectively,
         was derived from operations sourced or terminated  domestically.  These
         percentages do not reflect the proportion of the  Partnership's  income
         from  operations  generated  domestically  or  in  domestic  waterways.
         Substantially  all of  the  Partnership's  income  from  operations  is
         derived from assets  employed in foreign  operations.  See "Business of
         the  Partnership",  and  for a  discussion  of  the  risks  of  leasing
         containers for use in world trade,  "Risk Factors" in the  Registrant's
         Prospectus, as supplemented.

ITEM 2.  PROPERTIES

As of December 31, 1998, the Registrant owned the following types and quantities
of equipment:

     20-foot standard dry freight containers                             10,095
     40-foot standard dry freight containers                             10,224
     40-foot high cube dry freight containers                             3,846
                                                                       --------
                                                                         24,165
                                                                       ========

During  December 1998,  approximately  78% of these  containers were on lease to
international  shipping companies and the balance were being stored at container
manufacturers'  locations  and at a  large  number  of  storage  depots  located
worldwide.

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

ITEM 3.  LEGAL PROCEEDINGS

The Registrant is not subject to any legal proceedings.

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

Inapplicable.

                                     PART II

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

ITEM 201:

(a)      Market Information.

(a)(1)(i)   The Registrant's limited  partnership  Units are not publicly traded
            and there is no  established  trading  market for  such  Units.  The
            Registrant has a program whereby limited  partners  may redeem Units
            for a specified redemption price. The program operates only when the
            Managing  General  Partner  determines,  among  other matters,  that
            payment for redeemed Units will not impair the capital or operations
            of the Registrant.

(a)(1)(ii)  Inapplicable.

(a)(1)(iii) Inapplicable.

(a)(1)(iv)  Inapplicable.

(a)(1)(v)   Inapplicable.

(a)(2)      Inapplicable.

(b)      Holders.

(b)(1)      As of January 1, 1999, there were 4,800 holders of record of limited
            partnership  interests in the Registrant.

(b)(2)      Inapplicable.

(c)      Dividends.

            Inapplicable.

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

ITEM 701:   Inapplicable.


ITEM 6.  SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                       (Amounts in thousands except for per unit amounts)
                                                                                    Year Ended December 31,
                                                                 --------------------------------------------------------------
                                                                        1998         1997        1996        1995         1994
                                                                        ----         ----        ----        ----         ----
<S>                                                                  <C>          <C>         <C>         <C>          <C>    
Rental income.................................................       $14,265      $14,012     $13,588     $10,467      $ 3,783

Net earnings..................................................       $ 3,697      $ 3,961     $ 3,834     $ 3,116      $   367

Net earnings per unit of limited partnership interest.........       $  0.81      $  0.86     $  0.91     $  1.71      $  1.44

Distributions per unit of limited partnership interest........       $  1.72      $  1.87     $  1.99     $  1.97      $  0.81

Distributions per unit of limited partnership interest
    representing a return of capital..........................       $  0.91      $  1.01     $  1.08     $  0.26          N/A

Total assets..................................................       $65,403      $69,623     $73,927     $70,558      $32,265

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

Intercompany borrowings for container purchases...............       $     -      $   318     $     -     $     -      $     -

</TABLE>


<PAGE>


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

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

The Financial  Statements contain  information,  which will assist in evaluating
the  financial  condition of the  Partnership  for the years ended  December 31,
1998, 1997 and 1996. Please refer to the Financial  Statements and Notes thereto
in connection with the following discussion.

Liquidity and Capital Resources

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

From time to time,  the  Partnership  redeems units from limited  partners for a
specified  redemption  value,  which  is  set  by  formula.  Up  to  2%  of  the
Partnership's outstanding units may be redeemed each year, although the 2% limit
may be exceeded at the Managing General  Partner's  discretion.  All redemptions
are subject to the Managing  General  Partner's  good faith  determination  that
payment for the redeemed units will not (i) cause the Partnership to be taxed as
a  corporation,  (ii) impair the capital or  operations of the  Partnership,  or
(iii) impair the ability of the Partnership to pay  distributions  in accordance
with its  distribution  policy.  During the year ended  December 31,  1998,  the
Partnership did not redeem any units.

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

During  the  year  ended  December  31,  1998,  the  Partnership  declared  cash
distributions  to limited  partners  pertaining to the period from December 1997
through November 1998, in the amount of $7,647. These distributions represent 9%
on original capital (measured on an annualized basis) on each unit from December
1997 through  June 1998 and 8% on original  capital  (measured on an  annualized
basis) on each unit for July  through  November  1998.  On a cash basis,  all of
these  distributions  were from  operations.  On a GAAP  basis,  $4,027 of these
distributions  was a return of capital and the  balance  was from net  earnings.
Beginning  with cash  distributions  to limited  partners for the month of March
1999,  payable  April  1999,  the  Partnership  will  make  distributions  at an
annualized  rate  of  7%  on  each  unit.  This  reduction  in  the  Partnership
distribution rate is the result of current market conditions which are discussed
in detail below.

At December 31, 1998 the Partnership had no commitments to purchase containers.

Net cash provided by operating  activities for the years ended December 31, 1998
and  1997,  was  $8,999  and  $8,178,  respectively.  The  increase  of $821 was
primarily   attributable  to  fluctuations  in  accounts  receivable  offset  by
fluctuations  in due  from  (to)  affiliates,  net.  The  decrease  in  accounts
receivable of $579 for the year ended December 31, 1998 was primarily due to the
decrease in the average collection  period. The increase in accounts  receivable
of  $509  for  the  year  ended  December  31,  1997  was  primarily  due  to  a
deterioration in payment  performance of one of its lessees,  which leased 9% of
the  Partnership's  container  fleet  during  1997.  Due  from  affiliates,  net
increased $470 for the year ended December 31, 1998,  compared to an increase of
$90 for the year ended December 31, 1997.  Fluctuations in due from  affiliates,
net result from timing  differences  in the payment of expenses  and fees and in
the remittance of net rental  revenues from TEM. The  Partnership  believes that
cash flow from  operating  activities  may be  adversely  affected by  increased
repositioning  costs  during  1999.  The  reasons  for  these  higher  costs are
discussed under "Results of Operations".

For the years  ended  December  31,  1998 and 1997,  net cash used in  investing
activities (the purchase and sale of containers) was $18 and $906, respectively.
The decrease of $888 is primarily due to the Partnership  having  purchased more
containers  during the year ended December 31, 1997 than in 1998.  Additionally,
current market  conditions have had an adverse effect on the amount of cash from
operations  available for additional container purchases  (reinvestment),  which
has resulted in lower than anticipated reinvestment.  Currently, the Partnership
does not anticipate  purchasing  containers in the first half of 1999 due to the
anticipated  impact of market  conditions on cash available from  operations for
reinvestment.  Market  conditions  are  discussed  more fully under  "Results of
Operations".

From time to time,  the  Partnership  will likely  sell some of its  containers.
Consistent with its investment  objectives,  the Partnership intends to continue
to  reinvest  available  cash  from  operations  as  well as the  proceeds  from
container  sales in  additional  containers.  However,  the number of additional
containers  purchased  may not equal the number of  containers  sold despite the
decline in average  container prices from their most recent high in 1995, as new
container prices are likely to be greater than proceeds from container sales.

During 1997, the  Partnership  borrowed $318 from a general  partner to purchase
containers.  It is the policy of the  Partnership  and the  General  Partners to
charge  interest on borrowings from  affiliates  arising from the  Partnership's
acquisition  of  containers  which  are  outstanding  for more  than one  month.
Interest is charged to the  Partnership  at a rate not greater  than the General
Partners' own cost of funds.  The  Partnership  paid $10 of interest  during the
year ended  December 31, 1998. The interest rate in effect at March 31, 1998 was
8.5%.  The  Partnership  repaid the loan on March 31, 1998 with cash provided by
operations and proceeds from the sale of containers.

Results of Operations

The  Partnership's  income from operations,  which consists  primarily of rental
income, container depreciation,  direct container expenses, management fees, and
reimbursement of administrative expenses was directly related to the size of the
container fleet during the years ended December 31, 1998, 1997 and 1996, as well
as certain other factors as discussed  below.  The following is a summary of the
container fleet (in units) available for lease during those periods:

                                                    1998        1997        1996
                                                    ----        ----        ----

         Beginning container fleet............... 24,288      23,952      21,345
         Ending container fleet.................. 24,165      24,288      23,952
         Average container fleet................. 24,227      24,120      22,649

Rental  income and direct  container  expenses are also  affected by the average
utilization of the container fleet,  which was 83%, 84% and 81% during the years
ended December 31, 1998, 1997 and 1996, respectively. In addition, rental income
is affected by daily rental rates and leasing incentives.

The  following is a comparative  analysis of the results of  operations  for the
years ended December 31, 1998, 1997 and 1996.

The  Partnership's  income from operations for the years ended December 31, 1998
and 1997 was $3,690 and $3,853,  respectively,  on rental  income of $14,265 and
$14,012,  respectively.  The increase in rental  income of $253, or 2%, from the
year  ended  December  31,  1997  to  the  year  ended  December  31,  1998  was
attributable  to an increase in other rental income,  which is discussed  below,
offset by a decrease in income from  container  rentals.  Income from  container
rentals, the major component of total revenue,  decreased $282, or 2%, primarily
due  to the  decreases  in  average  rental  rates  of 4%  and  average  on-hire
utilization of 1%, offset by a decrease in leasing incentives of 43%.

The  Partnership's  income from operations for the years ended December 31, 1997
and 1996 was $3,853 and $3,826,  respectively,  on rental  income of $14,012 and
$13,588,  respectively.  The increase in rental  income of $424,  or 3% from the
year  ended  December  31,  1996  to the  year  ended  December  31,  1997,  was
attributable  to  increases  in income from  container  rentals and other rental
income,  which is discussed below. Income from container rentals increased $271,
or 2%, primarily due to increases in average inventory of 6% and average on-hire
utilization  of 4% and a decrease  in  leasing  incentives  of 13%,  offset by a
decrease in rental rates of 4%.

Container  utilization  and rental rates for the fleet  managed by TEM have been
declining  since 1996.  This  resulted  from changes in the business of shipping
line  customers  consisting  primarily of (i)  over-capacity  resulting from the
additions of new, larger ships to the existing container ship fleet at a rate in
excess of the growth rate in  containerized  cargo  trade;  (ii)  shipping  line
alliances and other operational  consolidations that have allowed shipping lines
to operate with fewer containers; and (iii) shipping lines purchasing containers
to take advantage of low prices and favorable  interest rates.  The entry of new
leasing  company  competitors  offering low  container  rental rates to shipping
lines  resulted  in  downward  pressure  on rental  rates,  and  caused  leasing
companies to offer higher  leasing  incentives  and other  discounts to shipping
lines.  The decline in the purchase price of new  containers  during this period
and excess industry  capacity have also caused  additional  downward pressure on
rental rates.

Additionally,  the weakening of many Asian  currencies in 1998 has resulted in a
significant  increase  in exports  from Asia to North  America  and Europe and a
corresponding  decrease in imports into Asia from North America and Europe. This
trade  imbalance has created a strong  demand for  containers in Asia and a weak
demand for  containers  in North  America and Europe.  While this  imbalance has
resulted in the decline in leasing  incentives,  it has also  contributed to the
further decline in average utilization and rental rates for the fleet managed by
TEM.  This  imbalance  has  also  resulted  in an  unusually  high  build-up  of
containers  in lower demand  locations  during the year ended  December 31, 1998
compared  to 1997.  In an effort to improve  utilization  and to  alleviate  the
container  build-up,  the  Partnership has  repositioned,  and plans to continue
repositioning,  certain  containers to higher demand locations.  The Partnership
incurred  increased  direct  container  expenses  as a result  of  repositioning
containers  from  these  lower  demand  locations  during  1998 and  anticipates
incurring  additional  direct  container  costs  in  1999  as it  continues  its
repositioning efforts.

For the fleet  managed by TEM,  demand has been  especially  low for  containers
manufactured prior to 1993. The General Partners believe that the especially low
demand for these older containers is a temporary situation caused by the current
market  conditions  discussed above.  Should the especially low demand for older
containers turn out to be a permanent situation, the Partnership may be required
to increase its depreciation rate for container rental  equipment.  For the near
term, the General  Partners do not foresee  material  changes in existing market
conditions  and caution  that both  utilization  and lease  rates could  further
decline, adversely affecting the Partnership's operating results.

All of the  Partnership's  rental income was  generated  from the leasing of the
Partnership's containers under short-term operating leases.

The  balance of other  rental  income  consists  of other  lease-related  items,
primarily  income from  charges to lessees for dropping  off  containers  in low
demand locations less credits granted to lessees for leasing containers from low
demand locations (location income),  income from charges to lessees for handling
and returning  containers  (handling  income) and income from charges to lessees
for a Damage  Protection  Plan (DPP).  For the year ended December 31, 1998, the
total of these other rental  income  items was $1,674,  an increase of $535 from
the  equivalent  period in 1997.  Other  income  increased  primarily  due to an
increase in location income of $728,  offset by a decrease in handling income of
$168.  Location income increased due to a decrease in credits granted to lessees
for picking up containers  from certain  locations.  Handling  income  decreased
primarily  due to decreases in  container  movement and in the average  handling
price charged per container.

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

Direct container  expenses  increased $652, or 23%, from the year ended December
31, 1997 to the equivalent  period in 1998. The increase was primarily due to an
increase  in  repositioning  expense of $770,  offset by a decrease  in handling
expense of $112. Repositioning expense increased primarily due to an increase in
the number of containers  transported from low demand locations to higher demand
locations at a higher average cost per container. Handling expense decreased due
to  decreases  in  container  movement  and in the  average  handling  cost  per
container  during the year ended  December  31, 1998  compared to the year ended
December 31, 1997.

Direct container  expenses  increased $277, or 11%, from the year ended December
31, 1996, to the year ended December 31, 1997. The increase was primarily due to
increases in repositioning and handling expenses of $275 and $118, respectively,
offset by a decrease  in DPP  expense  of $136  between  periods.  Repositioning
expense  increased due to a greater number of units being  transported  from low
demand  locations to higher demand  locations.  The increase in handling expense
resulted from an increase in container  movement and a higher  average  handling
cost per container  incurred  during 1997 compared to 1996.  The decrease in DPP
expense was due to a decrease in the average repair cost per container.

Bad debt expense  decreased  $111, or 96%, from the year ended December 31, 1997
to the year ended December 31, 1998.  The decrease  resulted from the resolution
of payment issues with one lessee and from lower reserve requirements.  Bad debt
expense  decreased $12, or 9%, from the year ended December 31, 1996 to the year
ended December 31, 1997 due to lower reserve requirements.

Depreciation  and  amortization  expense was comparable at $4,837 and $4,825 for
the years ended December 31, 1998 and 1997,  respectively.  Depreciation expense
increased  $109, or 2%, from the year ended  December 31, 1996 to the year ended
December 31, 1997 due to the increase in average  fleet size.  Amortization  was
comparable for the years ended December 31, 1997 and 1996.

Management fees to affiliates decreased $13, or 1%, from the year ended December
31, 1997 to the year ended  December 31,  1998,  due to an increase in equipment
management fees,  offset by a decrease in incentive  management fees.  Equipment
management fees, which are based on gross revenue, increased due to the increase
in  rental  income  and were  approximately  7% of gross  revenue  for the year.
Incentive  management  fees,  which are based on the  Partnership's  limited and
general  partner  distributions  and  partners'  capital,  decreased  due to the
decrease in the limited  partner  distribution  percentage from 9% to 8% in July
1998.

Management fees to affiliates increased $23, or 2%, from the year ended December
31,  1996 to the  equivalent  period  in 1997 due to an  increase  in  equipment
management fees,  offset by a decrease in incentive  management fees.  Equipment
management  fees increased as a result of the increase in rental income and were
approximately 7% of gross revenue. Incentive management fees decreased primarily
due to the decrease in the limited partner  distribution  rate from 10% to 9% in
April 1997.

General and administrative  costs to affiliates  decreased $87, or 10%, from the
year  ended  December  31,  1997 to the  year  ended  December  31,  1998 due to
decreases  in  overhead  costs   allocated   from  TCC  and  TEM.   General  and
administrative  costs to affiliates were comparable from the year ended December
31, 1996 to the year ended December 31, 1997.

Other income  decreased  $101 from the year ended  December 31, 1997 to the year
ended  December 31, 1998.  The decrease was primarily due to the  fluctuation of
gain/loss on sale of containers  from a gain of $74 for the year ended  December
31, 1997 to a loss of $37 for the year ended December 31, 1998. The loss on sale
of containers was primarily due to the Partnership selling containers located in
low demand  locations  at a younger  age than they  would have been sold  during
previous  years,  as a result of current market  conditions.  As noted above, if
other containers are identified as available for sale, the Partnership may incur
additional losses.

Other income  increased  $100 from the year ended  December 31, 1996 to the year
ended  December  31,  1997.  The  increase  was due to the  decrease in interest
expense,  net of $133,  offset by the decrease in gain on sale of  containers of
$33.

Net earnings per limited partnership unit decreased from $0.86 to $0.81 from the
year ended December 31, 1997 to the year ended December 31, 1998, reflecting the
decrease in net earnings  allocated to limited  partners  from $3,828 to $3,620,
respectively.

Net earnings per limited partnership unit decreased from $0.91 to $0.86 from the
year ended  December 31, 1996 to the year ended  December 31, 1997,  despite the
growth in limited partner net earnings, which increased from $3,748 for the year
ended  December 31, 1996 to $3,828 for the same period in 1997. The decrease was
primarily due to average outstanding units increasing at a greater rate than net
earnings, resulting in a decrease in earnings on a per unit basis.

Although  substantially  all of the  Partnership's  income  from  operations  is
derived from assets employed in foreign operations, virtually all of this income
is  denominated  in United  States  dollars.  The  Partnership's  customers  are
international  shipping  lines,  which transport  goods on  international  trade
routes.  The  domicile  of the lessee is not  indicative  of where the lessee is
transporting  the  containers.  The  Partnership's  business risk in its foreign
operations lies with the  creditworthiness of the lessees, and the Partnership's
ability to keep its containers under lease,  rather than the geographic location
of the  containers or the domicile of the lessees.  The containers are generally
operated on the international high seas rather than on domestic  waterways.  The
containers are subject to the risk of war or other political, economic or social
occurrence  where  the  containers  are used,  which  may  result in the loss of
containers,  which,  in turn,  may have a material  impact on the  Partnership's
results of operations  and  financial  condition.  The General  Partners are not
aware of any  conditions  as of December 31, 1998,  which would result in such a
risk materializing.

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

Readiness for Year 2000

Many computer systems may experience difficulty processing dates beyond the year
1999; as a  consequence,  some computer  hardware and software at many companies
will need to be modified  or replaced  prior to the year 2000 in order to remain
functional.  The  Partnership  relies on the  financial  and  operating  systems
provided  by the  General  Partners;  these  systems  include  both  information
technology (IT) systems as well as non-information  technology (non-IT) systems.
For  IT  and   non-IT   systems   developed   by   independent   third   parties
(externally-developed)  the General Partners have obtained  representations from
their vendors and suppliers  that these systems are Year 2000 compliant and have
internally tested mission critical systems as operational.  The General Partners
have  reviewed  all  internally-developed  IT and non-IT  systems  for Year 2000
issues and  identified  certain of these systems which  required  revision.  The
General  Partners have  completed  the revision and testing of these  identified
systems, and these revised systems are now operational.

The cost of the revisions and testing  relating to these systems was incurred by
TEM and a  portion  of the  cost was  allocated  to the  Partnership  as part of
general and administrative costs allocated from TEM. While Year 2000 remediation
costs were not  specifically  identified,  it is estimated  that total Year 2000
related expenses included in allocated overhead from TEM were less than $20. The
Partnership  and the General  Partners do not anticipate  incurring  significant
additional  remediation costs related to the Year 2000 issue.  There has been no
material  effect  on  the  Partnership's  financial  condition  and  results  of
operations as a result of TEM's delay in routine systems projects as a result of
Year 2000 remediation.

As noted  above,  Year 2000  compliance  testing was  undertaken  by the General
Partners  on  both  externally-  and  internally-developed   systems.   Standard
transactions  were  processed  under  simulated  operating  conditions for dates
crossing  over  January  1, 2000 as well as for  other  critical  dates  such as
February 29, 2000. In the standard  business  scenarios  tested,  the identified
systems  appeared  to  function  correctly.   Under  nonstandard  conditions  or
unforeseen  scenarios,  the results may be  different.  Therefore,  these tests,
regardless of how  carefully  they were  conducted,  cannot  guarantee  that the
General  Partners'  systems  will  function  without  error in the Year 2000 and
beyond.  If these  systems  are not  operational  in the Year 2000,  the General
Partners have determined that they can operate manually for approximately two to
three months while correcting the system problems before  experiencing  material
adverse  effects on the  Partnership's  and the General  Partners'  business and
results of operations.  However,  shifting  portions of the daily  operations to
manual  processes  may result in time  delays and  increased  processing  costs.
Additionally,  the Partnership  and General  Partners may not be able to provide
lessees  with timely and  pertinent  information,  which may  negatively  affect
customer  relations and lead to the potential  loss of lessees,  even though the
immediate  monetary  consequences  of this  would  be  limited  by the  standard
Partnership lease agreements between the lessees and the Partnership.

The Partnership and the General Partners are also continuing their assessment of
Year 2000  issues  with third  parties,  comprised  of  lessees,  manufacturers,
depots,  and other  vendors and  suppliers,  with whom the  Partnership  and the
General  Partners  have  a  material  business   relationship  (Third  Parties).
Currently,   the  Partnership  and  the  General  Partners  believe  that  if  a
significant  portion of its lessees is non-compliant for a substantial length of
time, the Partnership's  operations and financial  condition would be materially
adversely  affected.  Non-compliance  by other Third  Parties is not expected to
have a material effect on the Partnership's  results of operations and financial
condition.  The General  Partners  have sent  letters to lessees and other Third
Parties  requesting  representations  on their Year 2000 readiness.  The General
Partners have  received  responses to 53% of the letters sent with all but three
respondents  representing  that  they  are  or  will  be  Year  2000  compliant.
Non-compliance  by these three  respondents  is not  expected to have a material
adverse  effect on the  Partnership's  operations  or financial  condition.  The
General  Partners  are  continuing  to follow up with  non-respondents  and will
continue to identify  additional  Third Parties whose Year 2000 readiness should
be assessed.  As this  assessment has not been completed,  the General  Partners
have not yet assumed that a lack of response means that any non-responding Third
Parties will not be Year 2000 compliant.

Nevertheless,  the  Partnership and the General  Partners  believe that they are
likely to encounter Year 2000 problems with certain Third Parties,  particularly
those  with  significant  operations  within  countries  that  are not  actively
promoting  correction of Year 2000 issues.  Possible  consequences  of Year 2000
non-compliance  among Third Parties  include,  but are not limited to, (i) TEM's
inability  to  provide  service to certain  areas of the world,  (ii)  delays in
container  movement,  (iii)  payment  and  collection  difficulties,   and  (iv)
invoicing errors due to late reporting of transactions.  These types of problems
could  result in  additional  operating  costs and loss of lessee  business.  As
discussed  above,  the General  Partners are prepared to shift portions of their
daily operations to manual processes in the event of Third Party non-compliance.
With respect to manufacturers, vendors and other suppliers, the General Partners
would also  attempt  to find  alternate  sources  for goods and  services.  With
respect to depots and agents who handle,  inspect or repair  containers,  if the
majority of the  computer  systems  and  networks  of TEM are  operational,  the
General Partners believe that they will be able to compensate manually for these
Third  Parties'  failures  (e.g.,  one field  office  performing  data entry for
another,  communication  with  depots  conducted  without  computers),  by using
temporary  personnel at additional cost.  Although costs will be incurred to pay
for the temporary  personnel,  the Partnership  and the General  Partners do not
expect these costs to be material to the  Partnership.  With respect to lessees'
non-compliance,   the  General  Partners  would  compensate  for  communications
failures  manually.  If a  lessee's  noncompliance  is broad  enough to  disrupt
significantly  the  operations of its shipping  business,  the resulting loss of
revenue could result in the lessee renting fewer containers. The Partnership and
the  General  Partners  are unable to  estimate  the  financial  impact of these
problems,  but to the extent that lessees'  problems result in weakening  demand
for  containers,  the  Partnership's  results  of  operations  would  likely  be
adversely  affected.  If Year 2000  problems  result  in delays in  collections,
either  because of the additional  time required to communicate  with lessees or
because of  lessees'  loss of  revenues,  the  Partnership's  cash flow could be
affected and distributions to general and limited partners could be reduced. The
Partnership  and the General  Partners  believe that these risks are inherent in
the industry and are not specific to the Partnership or General Partners.

Forward-Looking Statement and Other Risk Factors Relating to Year 2000

The foregoing analysis of Year 2000 issues includes  forward-looking  statements
and  predictions  about  possible or future  events,  results of operations  and
financial condition. As such, this analysis may prove to be inaccurate,  because
of the  assumptions  made by the  Partnership  and the  General  Partners or the
actual development of future events. No assurance can be given that any of these
forward-looking  statements and predictions  will ultimately prove to be correct
or  even  substantially  correct.  Some  of the  risks  relating  to  Year  2000
compliance are described above. In addition,  in analyzing Year 2000 issues, the
Partnership and the General Partners have assumed that the infrastructure of the
United States and most other  countries,  including  ports and customs,  remains
intact.  If the  infrastructure  of one or  more  countries  were to  fail,  the
resulting  business  disruption  would  likely  have an  adverse  effect  on the
Partnership and the General  Partners.  The Partnership and General Partners are
unable to determine a reasonably  likely worst case  scenario in the event of an
infrastructure failure or failures.

Various  other risks and  uncertainties  could also affect the  Partnership  and
could affect the Year 2000 analysis, causing the effect on the Partnership to be
more severe than discussed above. These risks and uncertainties include, but are
not limited to, the following.  The Partnerships' and the General Partners' Year
2000 compliance testing cannot guarantee that all computer systems will function
without error beyond the Year 2000. Tests were only conducted of normal business
scenarios, and no independent verification or testing was used. Risks also exist
with respect to Year 2000 compliance by Third Parties,  such as the risk that an
external  party,  who may have no  relationship  to the  Partnership  or General
Partners, but who has a significant relationship with one or more Third Parties,
may have a system failure that adversely  affects the  Partnership's  ability to
conduct  its  business.  While the  Partnership  and the  General  Partners  are
attempting  to identify such  external  parties,  no assurance can be given that
they will be able to do so. Furthermore, Third Parties with direct relationships
with the  Partnership,  whose systems have been  identified as likely to be Year
2000 compliant,  may suffer a breakdown due to unforeseen  circumstances.  It is
also possible that the information  collected by the General Partners from these
Third Parties regarding their compliance with Year 2000 issues may be incorrect.
Finally,  it should be noted that the  foregoing  discussion of Year 2000 issues
assumes that to the extent the General Partners' systems fail, either because of
unforeseen  complications  or because of Third Parties',  failure,  switching to
manual  operations  will  allow the  Partnership  to  continue  to  conduct  its
business. While the Partnership and the General Partners believe this assumption
to be reasonable,  if it is incorrect,  the Partnership's  results of operations
would likely be adversely affected.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Inapplicable.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Attached pages 13 to 24.


<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, 1998 and
1997, and the related  statements of earnings,  partners' capital and cash flows
for each of the years in the three-year  period ended  December 31, 1998.  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, 1998 and 1997, and the results of its operations, its
partners'  capital  and its cash  flows for each of the years in the  three-year
period ended December 31, 1998, in conformity with generally accepted accounting
principles.



                                    KPMG LLP


San Francisco, California
February 19, 1999


<PAGE>
<TABLE>
<CAPTION>


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

Balance Sheets

December 31, 1998 and 1997
(Amounts in thousands)
-----------------------------------------------------------------------------------------------------------------

                                                                                1998                    1997
                                                                          ----------------        ---------------
<S>                                                                       <C>                     <C>
Assets
Container rental equipment, net of accumulated
   depreciation of $18,459 (1997:  $13,833)                                $       61,107          $      66,066
Cash                                                                                1,009                    108
Accounts receivable, net of allowance
   for doubtful accounts of $353 (1997:  $387)                                      2,675                  3,220
Due from affiliates (note 2)                                                          558                     14
Organization costs, net of accumulated
   amortization of $227 (1997:  $175)                                                  35                     87
Prepaid expenses                                                                       19                    128
                                                                          ----------------        ---------------
                                                                           $       65,403          $      69,623
                                                                          ================        ===============

Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                        $          399          $         274
   Accrued liabilities                                                                109                     90
   Accrued recovery costs (note 1(k))                                                 132                     89
   Accrued damage protection plan costs (note 1(l))                                   397                    340
   Due to affiliates (note 2)                                                          13                    426
   Deferred quarterly distributions (note 1(g))                                        94                    114
                                                                          ----------------        ---------------
         Total liabilities                                                          1,144                  1,333
                                                                          ----------------        ---------------

Partners' capital:
   General partners                                                                    44                     48
   Limited partners                                                                64,215                 68,242
                                                                          ----------------        ---------------
         Total partners' capital                                                   64,259                 68,290
                                                                          ----------------        ---------------

                                                                           $       65,403          $      69,623
                                                                          ================        ===============

See accompanying notes to financial statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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

Statements of Earnings

Years ended  December 31, 1998,  1997 and 1996 
(Amounts in thousands  except for unit and per unit amounts)
-------------------------------------------------------------------------------------------------------------------------

                                                                       1998                1997                1996
                                                                -----------------   -----------------   -----------------
<S>                                                              <C>                 <C>                 <C>            
Rental income                                                    $        14,265     $        14,012     $        13,588
                                                                -----------------   -----------------   -----------------

Costs and expenses:
   Direct container expenses                                               3,490               2,838               2,561
   Bad debt expense                                                            5                 116                 128
   Depreciation and amortization                                           4,837               4,825               4,715
   Professional fees                                                          42                  38                  50
   Management fees to affiliates (note 2)                                  1,315               1,328               1,305
   General and administrative costs to affiliates (note 2)                   773                 860                 862
   Other general and administrative costs                                    113                 154                 141
                                                                -----------------   -----------------   -----------------
                                                                          10,575              10,159               9,762
                                                                -----------------   -----------------   -----------------
       Income from operations                                              3,690               3,853               3,826
                                                                -----------------   -----------------   -----------------

Other income:
   Interest income (expense), net                                             44                  34                 (99)
   (Loss) gain on sale of containers                                         (37)                 74                 107
                                                                -----------------   -----------------   -----------------
                                                                               7                 108                   8
                                                                -----------------   -----------------   -----------------
       Net earnings                                              $         3,697     $         3,961     $         3,834
                                                                =================   =================   =================
 

Allocation of net earnings (note 1(g)):
   General partners                                              $            77     $           133     $            86
   Limited partners                                                        3,620               3,828               3,748
                                                                -----------------   -----------------   -----------------
                                                                 $         3,697     $         3,961     $         3,834
                                                                =================   =================   =================
 
Limited partners' per unit share of net earnings                 $          0.81     $          0.86     $          0.91
                                                                =================   =================   =================
 
Limited partners' per unit share of distributions                $          1.72     $          1.87     $          1.99
                                                                =================   =================   =================
 
Weighted average number of limited
       partnership units outstanding (note 1(m))                       4,454,893           4,454,893           4,099,685
                                                                =================   =================   =================
 

See accompanying notes to financial statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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

Statements of Partners' Capital

Years ended December 31, 1998, 1997 and 1996
(Amounts in thousands)
-----------------------------------------------------------------------------------------------------------------------

                                                                                Partners' Capital
                                                            -----------------------------------------------------------
                                                                General              Limited               Total
                                                            -----------------    -----------------    -----------------

<S>                                                         <C>                 <C>                  <C>            
Balances at December 31, 1995                                $             2      $        58,007      $        58,009

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

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

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

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

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

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

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

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

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

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

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

Balances at December 31, 1998                                $            44      $        64,215      $        64,259
                                                            =================    =================    =================


See accompanying notes to financial statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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

Statements of Cash Flows

Years ended December 31, 1998, 1997 and 1996
(Amounts in thousands)
------------------------------------------------------------------------------------------------------------------------------------

                                                                                     1998               1997               1996
                                                                               --------------     --------------     ---------------
<S>                                                                            <C>                <C>                <C>
Cash flows from operating activities:
   Net earnings                                                                 $      3,697       $      3,961       $      3,834
   Adjustments to reconcile net earnings to net cash provided
     by operating activities:
         Depreciation                                                                  4,785              4,772              4,663
         (Decrease) increase in allowance for doubtful accounts                          (34)               118                118
         Amortization of organization costs                                               52                 53                 52
         Loss (gain) on sale of containers                                                37                (74)              (107)
         (Increase) decrease in assets:
             Accounts receivable                                                         579               (509)              (140)
             Due from (to) affiliates, net                                              (470)               (90)                42
             Prepaid expenses                                                            109                (98)                (5)
         Increase (decrease) in liabilities:
             Accounts payable and accrued liabilities                                    144                 31               (103)
             Accrued recovery costs                                                       43                 35                 50
             Accrued damage protection plan costs                                         57                (21)               129
                                                                               --------------     --------------     ---------------
             Net cash provided by operating activities                                 8,999              8,178              8,533
                                                                               --------------     --------------     ---------------

Cash flows from investing activities:
   Proceeds from sale of containers                                                      379                459                418
   Container purchases                                                                  (397)            (1,365)           (10,486)
                                                                               --------------     --------------     ---------------
             Net cash used in investing activities                                       (18)             (906)            (10,068)
                                                                               --------------     --------------     ---------------

Cash flows from financing activities:
   Proceeds from sales of limited partnership units                                        -                  -             22,084
   Syndication and offering costs                                                          -                  -             (2,644)
   Distributions to partners                                                          (7,762)            (8,425)            (8,182)
   Redemptions of limited partnership units                                                -                  -               (152)
   Repayments under revolving credit line                                                  -                  -            (10,000)
   (Repayment of) borrowings from affiliates                                            (318)               318                  -
                                                                               --------------     --------------     ---------------
              Net cash (used in) provided by financing activities                     (8,080)            (8,107)             1,106
                                                                               --------------     --------------     ---------------
 

Net increase (decrease) in cash                                                          901               (835)              (429)

Cash at beginning of period                                                              108                943              1,372
                                                                               --------------     --------------     ---------------
Cash at end of period                                                           $      1,009       $        108       $        943
                                                                               ==============     ==============     ===============
Interest paid during the period                                                 $         10       $          -       $        280
                                                                               ==============     ==============     ===============


See accompanying notes to financial statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>




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

Statements of Cash Flows--Continued

Years ended December 31, 1998, 1997 and 1996
(Amounts in thousands)
-------------------------------------------------------------------------------------------------------------------

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of container purchases, distributions
to partners,  syndication and offering  costs,  proceeds from sale of containers
and proceeds from sale of limited  partnership  units which had not been paid or
received  by the  Partnership  as of December  31,  1998,  1997,  1996 and 1995,
resulting in differences in amounts recorded and amounts paid or received by the
Partnership, as shown in the Statements of Cash Flows.
                                                                     1998         1997       1996       1995
                                                                     ----         ----       ----       ----
<S>                                                                  <C>          <C>        <C>        <C>
Container purchases included in:
   Due to affiliates..........................................     $    -        $  39     $    4    $   453
   Container purchases payable................................          -            -        169      1,168

Distributions to partners included in:
   Due to affiliates..........................................          6           20         32          4
   Deferred quarterly distribution............................         94          114        124         80

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

Proceeds from sale of containers included in:
   Due from affiliates........................................        167           51         58         53

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

The following table summarizes the amounts of container purchases, distributions
to partners,  syndication and offering  costs,  proceeds from sale of containers
and  proceeds  from  the  sale of  limited  partnership  units  recorded  by the
Partnership  and the amounts paid or received as shown on the Statements of Cash
Flows for the years ended December 31, 1998, 1997 and 1996.


                                                                                1998          1997          1996
                                                                                ----          ----          ----

Container purchases recorded........................................         $   358       $ 1,231      $  9,038
Container purchases paid............................................             397         1,365        10,486

Distributions to partners declared..................................           7,728         8,403         8,254
Distributions to partners paid......................................           7,762         8,425         8,182

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

Proceeds from sale of containers recorded...........................             495           452           423
Proceeds from sale of containers received...........................             379           459           418

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

See accompanying notes to financial statements
</TABLE>

<PAGE>



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

Notes to Financial Statements


Years ended  December 31, 1998,  1997 and 1996 
(Amounts in thousands  except for unit and per unit amounts)
--------------------------------------------------------------------------------

Note 1.  Summary of Significant Accounting Policies

      (a)  Nature of Operations

      Textainer  Equipment  Income Fund V, L.P. (TEIF V or the  Partnership),  a
      California  limited  partnership,  with a maximum  life of 20  years,  was
      formed  on July 15,  1993.  The  Partnership  was  formed to engage in the
      business  of  owning,  leasing  and  selling  both new and used  equipment
      related  to  the  international  containerized  cargo  shipping  industry,
      including,   but  not  limited   to,   containers,   trailers   and  other
      container-related  equipment.  TEIF V offered units  representing  limited
      partnership  interests  (Units) to the public from May 1, 1994 until April
      29,  1996,  the close of the  offering  period,  when a total of 4,465,263
      Units had been purchased for a total of $89,305.

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

      (b)  Basis of Accounting

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

      (c)  Use of Estimates

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

      (d)  Fair Value of Financial Instruments

      In  accordance  with the Statement of Financial  Accounting  Standards No.
      107,  "Disclosures  about  Fair  Value  of  Financial   Instruments,"  the
      Partnership  calculates  the  fair  value  of  financial  instruments  and
      includes  this  additional  information  in the  notes  to  the  financial
      statements  when the fair value is different  than the book value of those
      financial  instruments.  At December 31, 1998 and 1997,  the fair value of
      the Partnership's financial instruments approximate the related book value
      of such instruments.

      (e)  Container Rental Equipment

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

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

      New  container  prices have been  declining  since  1995,  and the cost of
      purchasing new containers at year-end 1998 was significantly less than the
      cost of containers  purchased in the last several years.  The  Partnership
      has  evaluated  the  recoverability  of the  recorded  amount of container
      rental  equipment and determined that a reduction to the carrying value of
      the containers was not required  during the years ended December 31, 1998,
      1997 and 1996.

      (f)  Nature of Income from Operations

      Although  substantially all of the Partnership's income from operations is
      derived from assets employed in foreign operations,  virtually all of this
      income  is  denominated  in  United  States  dollars.   The  Partnership's
      customers  are  international  shipping  lines  that  transport  goods  on
      international  trade routes.  The domicile of the lessee is not indicative
      of where the lessee is  transporting  the  containers.  The  Partnership's
      business risk in its foreign operations lies with the  creditworthiness of
      the lessees rather than the  geographic  location of its containers or the
      domicile of the lessees.

      No single lessee accounted for more than 10% of the Partnership's revenues
      for the  years  ended  December  31,  1998 and  1997.  For the year  ended
      December  31,  1996,  revenue  from one  lessee  accounted  for 10% of the
      Partnership's revenues. No other single lessee accounted for more than 10%
      of the Partnership's revenues during 1996.

      (g)  Allocation of Net Earnings and Partnership Distributions

      In accordance with the Partnership  Agreement,  net earnings or losses and
      distributions  are generally  allocated 1% to the General Partners and 99%
      to the Limited Partners. However, notwithstanding this general allocation,
      gross  income,  as  defined in the  Partnership  Agreement,  is  specially
      allocated  each year to the General  Partners to the extent  necessary  to
      cause their Capital Account balances to be not less than zero.

      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.

      Actual  cash  distributions  to  the  Limited  Partners  differ  from  the
      allocated net earnings as presented in these financial  statements because
      cash  distributions  are based on cash  available for  distribution.  Cash
      distributions  are paid to the general  and limited  partners on a monthly
      basis in accordance with the provisions of the Partnership Agreement. Some
      limited partners have elected to have their  distributions paid quarterly.
      The Partnership  has recorded  deferred  distributions  of $94 and $114 at
      December 31, 1998 and 1997, respectively.

      (h)  Income Taxes

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

      (i)  Organization Costs

      Organization  costs,  which resulted from the formation of the Partnership
      were  capitalized and are being  amortized on a  straight-line  basis over
      five years.

      (j)  Acquisition Fees

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

      (k)  Recovery Costs

      The  Partnership  accrues an estimate  for  recovery  costs as a result of
      defaults under its leases that it expects to incur, which are in excess of
      estimated insurance  proceeds.  At December 31, 1998 and 1997, the amounts
      accrued were $132 and $89, respectively.

      (l)  Damage Protection Plan

      The  Partnership  offers a Damage  Protection Plan (DPP) to lessees of its
      containers.  Under  the terms of DPP,  the  Partnership  earns  additional
      revenues  on a daily  basis  and,  in return,  has agreed to bear  certain
      repair costs.  It is the  Partnership's  policy to recognize  revenue when
      earned  and  provide  a  reserve  sufficient  to cover  the  Partnership's
      obligation for estimated future repair costs. DPP expenses are included in
      direct  container  expenses in the  Statements of Earnings and the related
      reserve at December 31, 1998 and 1997, was $397 and $340, respectively.

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

      Limited  partners'  per unit share of both net earnings and  distributions
      were  computed  using the  weighted  average  number of units  outstanding
      during  the years  ended  December  31,  1998,  1997 and 1996,  which were
      4,454,893, 4,454,893, and 4,099,685, respectively.

      (n) Redemptions

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

                                                        Units                  Average
                                                       Redeemed           Redemption Price           Amount Paid
                                                       --------           ----------------           -----------
<S>                                                  <C>                 <C>                         <C>
      Year ended December 31, 1996:
            3rd quarter..................               5,576                  $18.18                    $ 102
            4th quarter..................               2,875                  $17.57                       50
                                                        -----                                            -----

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

      Partnership to date................               8,451                  $17.97                    $ 152
                                                        =====                                             ====
</TABLE>

      There were no redemptions  during 1997 or 1998.  The  redemption  price is
      fixed by formula.

      (o) Reclassifications

      Certain  reclassifications,  not affecting net earnings, have been made to
      prior year amounts in order to conform with the 1998  financial  statement
      presentation.

Note 2.  Transactions with Affiliates

      As part of the operation of the Partnership,  the Partnership is to pay to
      the General Partners, or TAS prior to its liquidation, an acquisition fee,
      an equipment  management fee, an incentive management fee and an equipment
      liquidation  fee.  These  fees  are  for  various  services   provided  in
      connection with the administration and management of the Partnership.  The
      Partnership  capitalized $17, $68, and $478 of equipment  acquisition fees
      as part of  container  rental  equipment  costs  during  the  years  ended
      December 31, 1998, 1997 and 1996,  respectively.  The Partnership incurred
      $319, $347, and $355 of incentive management fees during each of the three
      years ended December 31, 1998,  1997,  and 1996. No equipment  liquidation
      fees were incurred during these periods.

      The  Partnership's  containers are managed by TEM. In its role as manager,
      TEM has authority to acquire, hold, manage, lease, sell and dispose of the
      containers.  TEM holds,  for the payment of direct operating  expenses,  a
      reserve of cash that has been collected from leasing operations; such cash
      is included in due from affiliates at December 31, 1998 and 1997.

      Subject to certain reductions, TEM receives a monthly equipment management
      fee equal to 7% of gross lease revenues  attributable to operating  leases
      and 2% of gross revenues  attributable to full payout net leases. In 1998,
      1997 and 1996,  equipment  management  fees totaled  $996,  $981 and $950,
      respectively.  The  Partnership's  containers  are  leased by TEM to third
      party lessees on operating  master  leases,  spot leases,  term leases and
      full  payout net leases.  All of the  Partnership's  leases are  operating
      leases with limited terms and no purchase option.

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

                                                 1998         1997         1996
                                                 ----         ----         ----

         Salaries                                $419         $468         $463
         Other                                    354          392          399
                                                  ---          ---          ---
         Total general and
              administrative costs               $773         $860         $862
                                                  ===          ===          ===

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

                                                 1998         1997         1996
                                                 ----         ----         ----

         TEM                                     $700         $761         $744
         TCC                                       73           99          118
                                                  ---          ---          ---
         Total general and
              administrative costs               $773         $860         $862
                                                  ===          ===          ===

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

      At December 31, 1998 and 1997, due from (to) affiliates is comprised of:

                                                            1998           1997
                                                            ----           ----
      Due from affiliates:
       Due from TEM...........................             $ 558          $  14
                                                           =====          =====

      Due to affiliates:
       Due to TL..............................             $   5          $ 338
       Due to TCC.............................                 8             49
       Due to TAS.............................                 -             39
                                                           -----          -----

                                                           $  13          $ 426
                                                           =====          =====

      Included  in the amount due to TL at  December  31,  1997 is $318 in loans
      used to  facilitate  container  purchases.  The loan was repaid in full on
      March  31,  1998.  All  other  amounts  receivable  from  and  payable  to
      affiliates  were incurred in the ordinary  course of business  between the
      Partnership  and its  affiliates and represent  timing  differences in the
      accrual and  remittance  of expenses and fees  described  above and in the
      accrual and remittance of net rental revenues from TEM.

      It is the policy of the  Partnership  and the  General  Partners to charge
      interest on amounts due to the General  Partners which are outstanding for
      more than one  month,  to the  extent  such  balances  relate to loans for
      container  purchases.  Interest is charged at a rate not greater  than the
      General  Partners'  or  affiliates'  own cost of  funds.  The  Partnership
      incurred  $7 and $3 of  interest  expense  on amounts  due to the  General
      Partners  for the years ended  December  31, 1998 and 1997,  respectively.
      There was no interest  charged on amounts due to the General  Partners for
      the year ended December 31, 1996.

Note 3.  Rentals under Operating Leases

      The following are the future  minimum rent  receivables  under  cancelable
      long-term  operating leases at December 31, 1998.  Although the leases are
      generally  cancelable  at  the  end of  each  twelve-month  period  with a
      penalty,  the  following  schedule  assumes  that the  leases  will not be
      terminated.

      Year ending December 31,

      1999...................................................              $ 799
      2000...................................................                 35
      2001...................................................                 12
      2002...................................................                  8
      2003...................................................                  7
                                                                             ---

      Total minimum future rentals receivable................              $ 861
                                                                             ===

Note 4.  Note Payable

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

Note 5.  Income Taxes

      During 1998, 1997 and 1996,  there were temporary  differences of $30,110,
      $21,904,  and  $13,625,  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,  1998,  1997 and 1996 is as
      follows:

<TABLE>
<CAPTION>
                                                                            1998           1997          1996
                                                                            ----           ----          ----
<S>                                                                     <C>            <C>           <C>     
      Net income per financial statements..........................     $  3,697       $  3,961      $  3,834

      (Decrease) increase in provision for bad debt................          (34)           118           118
      Depreciation for income tax purposes in excess
         of depreciation for financial statement purposes.........        (8,494)        (8,480)       (7,799)
      Gain on sale of fixed assets for federal income tax
         purposes in excess of gain/loss recognized for
         financial statement purposes..............................          265            104            54
      Increase (decrease) in damage protection plan reserve........           57            (21)          129
                                                                          -------        -------       -------

      Net loss for federal income tax purposes.....................     $ (4,509)      $ (4,318)     $ (3,664)
                                                                          =======        =======       =======
</TABLE>

Note 6.   Readiness for Year 2000

      Many computer  systems may experience  difficulty  processing dates beyond
      the year 1999; as a  consequence,  some computer  hardware and software at
      many companies will need to be modified or replaced prior to the year 2000
      in order to remain functional. The Partnership relies on the financial and
      operating systems provided by the General Partners;  these systems include
      both information technology systems as well as non-information  technology
      systems.  There can be no assurance  that issues  related to the Year 2000
      will not have a material  impact on the  financial  condition,  results of
      operations or cash flows of the Partnership.


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

There have been none.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Registrant has no officers or directors.

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

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

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

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

Section 16(a) Beneficial Ownership Reporting Compliance.

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

      Based  solely on a review of the  copies of such  forms  furnished  to the
      Partnership or on written  representations  that no forms were required to
      be filed,  the  Partnership  believes that with respect to its most recent
      fiscal year ended December 31, 1998, all Section 16(a) filing requirements
      were complied  with. No member of  management,  or beneficial  owner owned
      more than 10  percent  of any  interest  in the  Partnership.  None of the
      individuals  subject  to  section  16(a)  failed to file or filed late any
      reports of transactions in the Units.

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

Name                              Age    Position
<S>                                <C>   <C>                                                  
Neil I. Jowell                     65    Director and Chairman of TGH, TEM, TL, TCC and TFS
John A. Maccarone                  54    President, CEO and Director of TGH, TEM, TL, TCC and TFS
John R. Rhodes                     49    Executive  Vice  President,  CFO, and Secretary of TGH, TEM, TL, TCC and TFS
                                         and Director of  TEM, TCC and TFS
James E. Hoelter                   59    Director of TGH, TEM, TL, TCC and TFS
Alex M. Brown                      60    Director of TGH, TEM, TL, TCC and TFS
Harold J. Samson                   77    Director of TGH and TL
Philip K. Brewer                   42    Senior Vice President - Asset Management Group, Director of TCC and TFS
Robert D. Pedersen                 40    Senior Vice President - Leasing Group, Director of TEM
Wolfgang Geyer                     45    Regional Vice President - Europe/Middle East/Persian Gulf
Mak Wing Sing                      41    Regional Vice President - South Asia
Masanori Sagara                    43    Regional Vice President - North Asia
Stefan Mackula                     46    Vice President - Equipment Resale
Anthony C. Sowry                   46    Vice President - Operations and Acquisitions
Ernest J. Furtado                  43    Vice  President - Finance and  Assistant  Secretary of TGH, TL, TEM, TCC and
                                         TFS, Director of TCC and TFS
Brian W. Anderson                  42    Vice President - Information Systems
Richard G. Murphy                  46    Vice President - Risk Management
Janet S. Ruggero                   50    Vice President - Administration and Marketing Services
Jens W. Palludan                   48    Vice President - Logistics Division
Isam K. Kabbani                    64    Director of TGH and TL
James A. C. Owens                  59    Director of TGH and TL
S. Arthur Morris                   65    Director of TGH, TEM and TL
Dudley R. Cottingham               47    Assistant Secretary, Vice President and Director of TGH, TEM and TL
Cara D. Smith                      36    Member of Investment Advisory Committee
Nadine Forsman                     31    Controller of TCC and TFS
</TABLE>

          Neil I. Jowell is Director and  Chairman of TGH,  TEM, TL, TCC and TFS
and a member of the Investment  Advisory Committee (see "Committees"  below). He
has served on the Board of Trencor Ltd.  since 1966 and as Chairman  since 1973.
He is also a director of Mobile Industries, Ltd. (1969 to present), an Affiliate
of Trencor,  and a non-executive  director of Forward  Corporation Ltd. (1993 to
present).  Trencor is a publicly traded  diversified  industrial group listed on
the Johannesburg Stock Exchange. Its business is the leasing,  owning,  managing
and  financing of marine cargo  containers  worldwide  and the  manufacture  and
export of containers for international  markets.  In South Africa, it is engaged
in manufacturing, 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 Bachelor of Commerce  L.L.B.  from the University of
Cape Town.

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

          John R. Rhodes is Executive Vice President,  Chief  Financial  Officer
and  Secretary of TGH,  TEM, TL, TCC and TFS and a director of TEM, TCC and TFS.
In this capacity he is responsible for all accounting, financial management, and
reporting  functions  for  the  Textainer  Group.  He is  also a  member  of the
Equipment  Investment  Committee,  the Credit 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.

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

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

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

          Philip K. Brewer was  President of TCC and TFS from January 1, 1998 to
December  31,  1998  until his  appointment  as Senior  Vice  President  - Asset
Management Group. As President of TCC, Mr. Brewer was responsible for overseeing
the  management  of, and  coordinating  the activities of TCC and TFS. As Senior
Vice President,  he is responsible  for optimizing the capital  structure of and
identifying  new sources of finance for  Textainer,  as well as  overseeing  the
management of and  coordinating  the activities of Textainer's  risk management,
logistics  and the resale  divisions.  Mr.  Brewer is a member of the  Equipment
Investment  Committee,  the Credit  Committee and was a member of the Investment
Advisory Committee through December 31, 1998 (see "Committees"  below). Prior to
joining Textainer in 1996, Mr. Brewer worked at Bankers Trust from 1990 to 1996,
starting  as a Vice  President  in  Corporate  Finance  and  ending as  Managing
Director  and Country  Manager  for  Indonesia;  from 1989 to 1990,  he was Vice
President in Corporate  Finance at Jarding  Fleming;  from 1987 to 1989,  he was
Capital  Markets   Advisor  to  the  United  States  Agency  for   International
Development;  and from  1984 to 1987 he was an  Associate  with  Drexel  Burnham
Lambert in New York.  Mr.  Brewer  holds an M.B.A.  in Finance from the Graduate
School of Business at Columbia University, and a B.A. in Economics and Political
Science from Colgate University.

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

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

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

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

          Stefan Mackula is Vice President - Equipment  Resale,  responsible for
coordinating the worldwide sale of equipment into secondary markets. Mr. Mackula
also  served  as Vice  President  -  Marketing  from  1989 to 1991  where he was
responsible for coordinating all leasing  activities in Europe,  Africa, and the
Middle East.  Mr. Mackula  joined  Textainer in 1983 as Leasing  Manager for the
United Kingdom. Prior to joining Textainer, Mr. Mackula held, beginning in 1972,
a variety of positions in the international container shipping industry.

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

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

          Brian  Anderson is Vice  President  of  Information  Systems.  In this
capacity,  he is responsible for the worldwide information systems of Textainer.
He has been in the container  industry  since 1991 and has more than 15 years of
Information   Systems/Information   Technology  experience.   Prior  to  joining
Textainer in 1994, Mr. Anderson was the  Vice-President  of Information  Systems
for  Trans-Ocean  Leasing  Corporation  from  1991 to 1994.  Mr.  Anderson  is a
Certified Public Accountant and in the past has been technology  consultant with
Price  Waterhouse  and several  Silicon  Valley  startups.  Mr.  Anderson  holds
Bachelors  degrees in Philosophy and English and Masters  degrees in Information
Technology and Accounting.

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

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

          Jens W.  Palludan is based in  Hackensack,  New Jersey and is the Vice
President  -  Logistics   Division,   responsible  for  coordinating   container
logistics.   He  joined   Textainer  in  1993  as  Regional  Vice   President  -
Americas/Africa/Australia,  responsible for coordinating all leasing  activities
in North and South America, Africa and Australia/New Zealand. Mr. Palludan spent
his career from 1969 through 1992 with Maersk Line of  Copenhagen,  Denmark in a
variety of key management positions in both Denmark and overseas. Mr. Palludan's
most recent position was that of 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.

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

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

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

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

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

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

Committees

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

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

          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 John A. Maccarone (Chairman), Richard G.
Murphy (Secretary),  Janet S. Ruggero, John R. Rhodes,  Anthony C. Sowry, Philip
K. Brewer and Robert D. Pedersen.

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

ITEM 11.     EXECUTIVE COMPENSATION

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

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a)      Security Ownership Of Certain Beneficial Owners

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

(b)      Security Ownership of Management

         As of January 1, 1999:

                                                      Number
          Name of Beneficial Owner                   Of Units       % All Units
                                                     --------       -----------

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

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

(c)      Changes In Control.

         Inapplicable.

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

(a)      Transactions with Management and Others.

         At December 31, 1998 and 1997 due from (to) affiliates is comprised of:

                                                              1998          1997
                                                              ----          ----
         Due from affiliates:
          Due from TEM...................................... $ 558        $   14
                                                              ====          ====

         Due to affiliates:
          Due to TL......................................... $   5        $  338
          Due to TCC........................................     8            49
          Due to TAS........................................     -            39
                                                              ----          ----
                                                             $  13         $ 426
                                                              ====          ====

         Included in the amount due to TL at December  31, 1997 is $318 in loans
         used to facilitate container purchases.  The loan was repaid in full on
         March 31,  1998.  All other  amounts  receivable  from and  payable  to
         affiliates were incurred in the ordinary course of business between the
         Partnership and its affiliates and represent timing  differences in the
         accrual  and  remittance  of  expenses  and fees and in the accrual and
         remittance of net rental revenues from TEM.

         It is the policy of the Partnership and the General  Partners to charge
         interest on amounts due to the General  Partners which are  outstanding
         for more than one month,  to the extent such  balances  relate to loans
         for container purchases. Interest is charged at a rate not greater than
         the General Partners' or affiliates' own cost of funds. The Partnership
         incurred  $7 and $3 of  interest  expense on amounts due to the General
         Partners for the years ended December 31, 1998 and 1997,  respectively.
         There was no interest  charged on amounts  due to the General  Partners
         for the year ended December 31, 1996.

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

         Syndication fees and organization and offering expense reimbursements:

                                            1998           1997             1996
                                            ----           ----             ----

         TCC...................         $     -          $    -          $   272
         TSC...................               -               -            2,281
                                          ------          -----            -----
         Total.................         $     -          $    -          $ 2,553
                                          ======          =====            =====

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

                                           1998            1997             1996
                                           ----            ----             ----

         TAS..................          $     1          $   68          $   478
         TEM..................               16               -                -
                                           ----            ----             ----

                                       $     17          $   68          $   478
                                           ====            ====             ====

         Management fees in connection with the operations of the Registrant:

                                           1998            1997             1996
                                           ----            ----             ----

         TEM..................           $1,315          $1,328           $1,305
                                          =====           =====            =====

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

                                           1998            1997             1996
                                           ----            ----             ----

         TEM..................          $   700         $   761          $   744
         TCC..................               73              99              118
                                         ------          ------           ------
         Total................          $   773         $   860          $   862
                                         ======          ======           ======

(b)      Certain Business Relationships

         Inapplicable.

(c)      Indebtedness of Management

         Inapplicable.

(d)      Transactions with Promoters

         Inapplicable.

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

                                     PART IV

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

(a)      1.       Audited financial statements  of  the Registrant for the  year
                  ended  December  31,  1998  are  contained  in  Item 8 of this
                  Report.

         2.       Financial Statement Schedules.

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

                  (ii)     Schedule II - Valuation and Qualifying Accounts.

         3. Exhibits Incorporated by reference.

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

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

(b)   During the year ended 1998,  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  19,  1999,  we  reported  on the  balance  sheets of
Textainer  Equipment  Income Fund V, L.P. (the  Partnership)  as of December 31,
1998 and 1997,  and the related  statements of earnings,  partners'  capital and
cash flows for each of the years in the  three-year  period  ended  December 31,
1998,  which are included in the 1998 annual  report on Form 10-K. In connection
with our audits of the aforementioned financial statements,  we also audited the
related  financial  statement  schedule  as  listed in Item 14.  This  financial
statement  schedule is the responsibility of the Partnership's  management.  Our
responsibility  is to express an opinion on this  financial  statement  schedule
based on our audits.

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



                                    KPMG LLP


San Francisco, California
February 19, 1999


<PAGE>
<TABLE>
<CAPTION>


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

Schedule II - Valuation and Qualifying Accounts

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

                                                                    Charged                                           Balance
                                                    Balance at      to Costs        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, 1998:

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

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

   Damage protection plan reserve                      $  340          $ 331        $     -            $ (274)          $ 397
                                                       ------          -----        --------           -------          -----


For the year ended December 31, 1997:

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

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

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


For the year ended December 31, 1996:

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

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

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

</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 29, 1999

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 29, 1999
John R. Rhodes                                     (Principal Financial and
                                                   Accounting Officer), Secretary
                                                   and Director

______________________                             President (Principal Executive               March 29, 1999
John A. Maccarone                                  Officer) and Director



______________________                             Vice President, Finance,                     March 29, 1999
Ernest J. Furtado                                  Assistant Secretary and Director


</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 29, 1999

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 29, 1999
______________________                             (Principal Financial and
John R. Rhodes                                     Accounting Officer), Secretary
                                                   and Director

/s/John A. Maccarone                               President (Principal Executive               March 29, 1999
______________________                             Officer) and Director
John A. Maccarone                                  

/s/Ernest J. Furtado                               Vice President, Finance                      March 29, 1999
______________________                             Assistant Secretary and Director
Ernest J. Furtado                                  
</TABLE>