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


March 28, 2000


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, 1999.

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, 1999

                       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  Act of  1933  on May 5,  1995  and as  supplemented  by
Supplement  No. 5 as filed  under Rule 424(b) of the  Securities  Act of 1933 on
March 18, 1996.

<PAGE>

                              PART I

ITEM 1.  DESCRIPTION OF BUSINESS

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

(a)      General Development of Business

         The Registrant is a California  Limited  Partnership formed on July 15,
         1993 to purchase,  own, operate,  lease, and sell equipment used in the
         containerized  cargo  shipping  industry.   The  Registrant   commenced
         offering units representing  limited  partnership  interests (Units) to
         the public on May 1, 1994 in accordance with its Registration Statement
         and  ceased to offer such Units as of April 29,  1996.  The  Registrant
         raised  a total  of  $89,305,000  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 a  worldwide  fleet of new and used
                  transportation  containers  and leasing  these  containers  to
                  international  shipping  companies  hauling  various  types of
                  goods among  numerous  trade  routes.  All lessees pay a daily
                  rental rate and in certain  markets  may pay special  handling
                  fees and/or  drop-off  charges.  In addition to these fees and
                  charges,  a lessee must  either  provide  physical  damage and
                  liability  insurance  or  purchase  a damage  waiver  from the
                  Registrant,  in which  case the  Registrant  agrees to pay the
                  cost of repairing any physical damage to containers  caused by
                  lessees.  Container leasing companies compete with one another
                  on the basis of lease rates,  availability  of  equipment  and
                  services provided.  To ensure the availability of equipment to
                  its customers,  container leasing companies and the Registrant
                  may pay to reposition  containers from low demand locations to
                  higher  demand  locations.  By  maintaining  the highest lease
                  rates and the highest equipment utilization factors allowed by
                  market conditions, the Registrant attempts to generate revenue
                  and profit.  The  majority of the  Registrant's  equipment  is
                  leased  under  master  leases,  which  are  comparable  to the
                  corporate rate  agreements  used by rental car companies.  The
                  master leases provide that the lessee,  for a specified period
                  of time, may rent containers at specific terms, conditions and
                  rental rates. Although the terms of the master lease governing
                  each  container  under  lease  do  not  vary,  the  number  of
                  containers  in use can vary from time to time  within the term
                  of the master  lease.  The terms and  conditions of the master
                  lease provide that the lessee pays a daily rental rate for the
                  entire time the container is in his possession (whether or not
                  he is actively using it), is responsible  for any damage,  and
                  must  insure the  container  against  liabilities.  For a more
                  detailed   discussion  of  the  leases  for  the  Registrant's
                  equipment,   see  "Leasing  Policy"  under  "Business  of  the
                  Partnership" in the  Registrant's  Prospectus as supplemented.
                  The  Registrant  also  sells  containers  in the course of its
                  business as opportunities arise, at the end of the container's
                  useful life or if market and economic  considerations indicate
                  that  a  sale  would  be  beneficial.  See  "Business  of  the
                  Partnership" in Registrant's Prospectus, as supplemented.

(c)(1)(ii)        Inapplicable.

(c)(1)(iii)       Inapplicable.

(c)(1)(iv)        Inapplicable.

(c)(1)(v)         Inapplicable.

(c)(1)(vi)        Inapplicable.

(c)(1)(vii)       No single lessee  generated  lease revenue for the years ended
                  December 31, 1999,  1998 and 1997 which was 10% or more of the
                  total revenue of the Registrant.

(c)(1)(viii)      Inapplicable.

(c)(1)(ix)        Inapplicable.

 (c)(1)(x)        There are  approximately  80  container  leasing  companies of
                  which  the  top  ten  control approximately  91% of the  total
                  equipment  held  by all container leasing  companies.  The top
                  two container leasing companies combined control approximately
                  36% of the  total  equipment  held by  all  container  leasing
                  companies.   Textainer   Equipment    Management  Limited,  an
                  Associate General Partner of  the  Registrant and the  manager
                  of  its  marine  container  equipment,  is  the third  largest
                  container leasing  company  and manages  approximately  13% of
                  the equipment  held  by all container leasing  companies.  The
                  customers for leased  containers  are primarily  international
                  shipping   lines.  The  Registrant  alone  is not  a  material
                  participant in  the  worldwide  container leasing market.  The
                  principal methods of competition are price,  availability  and
                  the  provision  of  worldwide  service   to the  international
                  shipping   community. Competition  in  the  container  leasing
                  market has  increased   over  the  past few years. Since 1996,
                  shipping   alliances  and   other  operational  consolidations
                  among  shipping lines have  allowed   shipping  lines to begin
                  operating  with  fewer  containers,  thereby   decreasing  the
                  demand  for leased  containers.  Furthermore,  primarily  as a
                  result of lower new container  prices  and low interest rates,
                  shipping lines now own, rather than lease, a higher percentage
                  of containers.  The  decrease in  demand from shipping  lines,
                  along  with the  entry  of  new  leasing  company  competitors
                  offering low container rental rates, has increased competition
                  among container lessors such as the Registrant.

(c)(1)(xi)        Inapplicable.

(c)(1)(xii)       Inapplicable.

(c)(1)(xiii)      The Registrant has no employees. Textainer Capital Corporation
                  (TCC),  the Managing  General  Partner of the  Registrant,  is
                  responsible for the overall  management of the business of the
                  Registrant and at December 31, 1999 had 4 employees. Textainer
                  Equipment  Management  Limited  (TEM),  an  Associate  General
                  Partner,  is  responsible  for the  management  of the leasing
                  operations  of the  Registrant  and at December 31, 1999 had a
                  total of 164 employees.

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

         The  Registrant  is involved in the leasing of shipping  containers  to
         international   shipping   companies   for  use  in  world   trade  and
         approximately  14%,  20% and  12% of the  Registrant's  rental  revenue
         during the years ended December 31, 1999, 1998 and 1997,  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, 1999, the Registrant owned the following types and quantities
of equipment:

         20-foot standard dry freight containers                           9,921
         40-foot standard dry freight containers                          10,062
         40-foot high cube dry freight containers                          3,827
                                                                         -------
                                                                          23,810
                                                                          ======
During  December 1999,  approximately  82% of these  containers were on lease to
international  shipping companies,  and the balance were being stored at a large
number of storage depots located worldwide.

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

ITEM 3.  LEGAL PROCEEDINGS

The Registrant is not subject to any legal proceedings.

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

Inapplicable.
                                  PART II

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

ITEM 201:

(a)      Market Information.

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

(a)(1)(ii)        Inapplicable.

(a)(1)(iii)       Inapplicable.

(a)(1)(iv)        Inapplicable.

(a)(1)(v)         Inapplicable.

(a)(2)            Inapplicable.

(b)      Holders.

(b)(1)            As of  January  1, 2000,  there  were 4,796  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,
                                               ------------------------------------------------------------------------
                                                      1999          1998          1997           1996           1995
                                                      ----          ----          ----           ----           ----
<S>                                                    <C>             <C>         <C>          <C>           <C>

Rental income...........................          $ 12,031      $ 14,265      $ 14,012       $ 13,588       $ 10,467

Net earnings............................          $  1,171      $  3,697      $  3,961       $  3,834       $  3,116

Net earnings per unit of
  limited partner interest..............          $   0.25      $   0.81      $   0.86       $   0.91       $   1.71

Distributions per unit of
  limited partner interest..............          $   1.45      $   1.72      $   1.87       $   1.99       $   1.97

Distributions per unit of limited
   partnership interest representing
   a return of capital..................          $   1.20      $   0.91      $   1.01       $   1.08       $   0.26

Total assets............................          $ 60,224      $ 65,390      $ 69,623       $ 73,927       $ 70,558

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

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

</TABLE>

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

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

The Financial  Statements contain information that will assist in evaluating the
financial  condition of the  Partnership  for the years ended December 31, 1999,
1998 and 1997.  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,  1999,  the
Partnership did not redeem any units.

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

Limited partners are currently receiving monthly  distributions in an annualized
amount equal to 7% of their original investment.  During the year ended December
31, 1999,  the  Partnership  declared  cash  distributions  to limited  partners
pertaining to the period from December 1998 through November 1999, in the amount
of $6,459. On a cash basis, $6,228 of these distributions were from current year
operating activities and the remainder was from cash provided by previous years'
operations  that had not been  distributed  or used to  purchase  containers  or
redeem units.  On a GAAP basis,  $5,350 of these  distributions  was a return of
capital and the balance was from net earnings.

At December 31, 1999, the Partnership had no commitments to purchase containers.

Net cash provided by operating  activities for the years ended December 31, 1999
and 1998 was $6,228 and $8,999,  respectively.  The decrease of $2,771,  or 31%,
was  primarily  attributable  to the  decrease  in net  earnings,  adjusted  for
non-cash transactions, and the fluctuation in accounts receivable, offset by the
fluctuation  in due from  affiliates,  net. Net earnings,  adjusted for non-cash
transactions,  decreased  primarily  due to the decline in rental income and the
increase in direct container  expenses.  The reasons for these  fluctuations are
discussed in "Results of Operations". The increase in accounts receivable of $94
for the year ended  December 31, 1999 was  primarily  due to the increase in the
average  collection  period of accounts  receivable,  offset by the  decrease in
rental  income.  The decrease in accounts  receivable of $579 for the comparable
period in 1998 was  primarily  due to the  decrease  in the  average  collection
period of accounts  receivable.  The  fluctuations in due from  affiliate,  net,
resulted  from timing  differences  in the payment of expenses  and fees and the
remittance of net rental revenues.

For the year ended December 31, 1999, net cash provided by investing  activities
(the  purchase and sale of  containers)  was $708,  compared to net cash used in
investing   activities  of  $18  for  the  comparable  period  ended  1998.  The
fluctuation of $726 was due to the increase in proceeds from container sales and
the decrease in container  purchases.  Proceeds from container  sales  increased
primarily due to the Partnership  selling more damaged containers located in low
demand locations during the year ended December 31, 1999 than the same period in
1998, as discussed below in "Results of Operations", offset by the lower average
sales prices  received on container  sales in 1999. The sales prices received on
these container sales decreased as a result of current market conditions,  which
have adversely  affected the value of used  containers.  The  Partnership  sells
containers  when (i) a  container  reaches the end of its useful life or (ii) an
analysis  indicates  that  the  sale  is  warranted  based  on  existing  market
conditions and the container's  age,  location and condition.  Until  conditions
improve in these low demand locations, the Partnership plans to continue to sell
damaged  containers there and may sell other  containers as well.  Proceeds from
container  sales will fluctuate  based on the number of containers  sold and the
actual price received on the sale.

Consistent with its investment  objectives,  the Partnership intends to continue
to reinvest available cash from operations, after distributions and redemptions,
and  all or a  significant  amount  of the  proceeds  from  container  sales  in
additional  containers.  However,  during the year ended  December 31, 1999, the
Partnership did not reinvest any cash from  operations in new containers,  after
making   distributions,   due  to  the  effect  of  market   conditions  on  the
Partnership's  financial results. Market conditions have had and are expected to
continue to have an adverse  effect on the amount of cash provided by operations
that is  available  for the  purchase of  additional  containers,  after  making
distributions,  which has  resulted in lower than  anticipated  reinvestment  in
containers.  Additionally, these market conditions have had an adverse effect on
the average sales price recently realized from container sales. Furthermore,  to
the extent new containers are purchased with sales proceeds, they are not likely
to equal the number of containers sold, as new container prices are likely to be
greater than the average  sales price of  containers  sold.  These  factors have
contributed  to  a  lower  than  anticipated  rate of reinvestment. The  rate of
reinvestment  is  also  affected  by  distributions  and  redemptions, which are
determined   by  the   General  Partners  in  accordance  with  the  Partnership
Aggreement.  Market  conditions  are  discussed  more fully  under  "Results  of
Operations". A slower  rate  of  reinvestment  will, over time,  affect the size
of the  Partnership's  container fleet.

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, 1999, 1998 and 1997, 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:

                                                    1999        1998        1997
                                                    ----        ----        ----

     Beginning container fleet...............     24,165      24,288      23,952
     Ending container fleet..................     23,810      24,165      24,288
     Average container fleet.................     23,988      24,227      24,120

The decline in  the average  container  fleet of 1% from the year ended December
31, 1998 to the comparable period in 1999 was due to the Partnership having sold
more containers than it purchased since December 31, 1998.  Although some of the
sales proceeds were used to purchase  additional  containers,  fewer  containers
were bought than sold,  resulting in a net decrease in the size of the container
fleet. As noted above,  when containers are sold,  sales proceeds are not likely
to be sufficient to replace all of the  containers  sold.  This trend,  which is
expected to continue,  has contributed to a slower rate of reinvestment than had
been expected by the General  Partners.  Other factors related to this trend are
discussed above in "Liquidity and Capital Resources".

Rental income and direct  container  expenses are  also affected  by the average
utilization of the container fleet,  which was 76%, 83% and 84% during the years
ended December 31, 1999, 1998 and 1997, respectively. In addition, rental income
is affected by daily rental rates.

The  following is a comparative  analysis of the results of  operations  for the
years ended December 31, 1999, 1998 and 1997.

The  Partnership's  income from operations for the years ended December 31, 1999
and 1998 was $1,252 and $3,690,  respectively,  on rental  income of $12,031 and
$14,265, respectively. The decrease in rental income of $2,234, or 16%, from the
year ended December 31, 1998 to the comparable  period in 1999 was  attributable
to decreases in income from container rentals and other rental income,  which is
discussed below.  Income from containers  rentals,  the major component of total
revenue, decreased $1,998, or 16%, primarily due to the decreases in the average
on-hire utilization of 8% and average rental rates of 5%.

The  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 comparable  period in 1998 was  attributable
to an  increase  in other  rental  income,  offset by a decrease  in income from
container  rentals.  Income from  containers  rentals,  decreased  $282,  or 2%,
primarily  due to the  decreases  in the average  rental rates of 4% and average
on-hire utilization of 1%.

Since 1996, the container leasing industry has been adversely  affected by lower
demand for leased containers, increased competition and a trade imbalance, which
have resulted in declining utilization and rental rates and increased costs.

Demand for  leased  containers  decreased  due to  changes  in the  business  of
shipping  line  customers as a result 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.

The  weakening  of many  Asian  currencies  in 1998  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 created a weak demand for containers in North America and Europe and a
strong  demand for  containers in Asia,  which  resulted in a decline in leasing
incentives in Asia, but contributed to a 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.  To
alleviate  the  container  build-up,  the  Partnership  has  repositioned  newer
containers to higher demand locations.  However, as a result of this effort, the
Partnership has incurred  increased  direct  container  expenses during 1998 and
1999.  The  Partnership  has  sold  some  containers  located  in  lower  demand
locations, but primarily only those containers that were damaged.

Current  market  conditions  have also caused a decline in the economic value of
used containers,  and the average sales price on container sales received by the
Partnership decreased. The decline in economic value of certain containers owned
by other owners  resulted in  write-downs  and losses being  recorded on certain
older containers.  These containers,  managed by TEM and located in lower demand
locations, were identified as being for sale as the expected economic benefit of
continuing to own these  containers  was  significantly  less than that of newer
containers,  primarily due to their shorter  remaining  marine life, the cost to
reposition   containers  and  shipping  lines'   preference  for  leasing  newer
containers.  There  have been no such  losses  or write  downs  recorded  by the
Partnership primarily due to the young age of the Partnership's container fleet.
Sales by the  Partnership  in these low  demand  locations  have been  generally
limited to  damaged  containers.  However,  as the  container  fleet  ages,  the
Partnership  may  incur  losses  and/or  write  downs on the  sale of its  older
containers  located  in low  demand  locations  if  existing  market  conditions
continue.  Additionally,  should the decline in economic  value of continuing to
own such containers turn out to be permanent, the Partnership may be required to
increase its  depreciation  rate or write-down  the value for some or all of its
container rental equipment.

Although average  utilization  during the year ended December 31, 1999 was lower
than the comparable period in 1998 for the reasons discussed above,  utilization
has been  steadily  improving  during the second  half of 1999 and has  remained
stable into the beginning of 2000.  This  improvement in utilization  was due to
slight  improvements  in demand for leased  containers  and the trade  imbalance
primarily  as a result of the  improvement  in  certain  Asian  economies  and a
related increase in exports out of Europe.  Although the General Partners do not
foresee material  changes in existing market  conditions for the near term, they
are  cautiously  optimistic  that  the  current  level of  utilization  might be
maintained during 2000. However,  the General Partners caution that utilization,
lease rates and container  sale prices could also decline,  adversely  affecting
the Partnership's operating results.

Substantially  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 lower
demand  locations less credits  granted to lessees for leasing  containers  from
lower demand  locations  (location  income),  income from charges to lessees for
handling  related to leasing  and  returning  containers  (handling  income) and
income from charges to lessees for a Damage  Protection Plan (DPP). For the year
ended  December  31,  1999,  the total of these other  rental  income  items was
$1,438,  a decrease of $236 from the  equivalent  period in 1998.  Other  income
decreased  primarily  due to the decrease in location  income of $260.  Location
income  decreased  due to a decrease  in charges to  lessees  for  dropping  off
containers in certain  locations  and an increase in credits  granted to lessees
for picking up containers from certain locations.  These decreases and increases
were in the lessees'  favor and were driven by the market  conditions  discussed
above.

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  given to lessees for picking up  containers  from  certain
locations.  Handling  income  decreased  primarily due to decreases in container
movement and the average handling price charged per container.

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

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 the average  handling cost per container
during the year ended  December 31, 1998 compared to the year ended December 31,
1997.

Bad debt  expense was $164,  $5 and $116 for the years ended  December 31, 1999,
1998 and 1997,  respectively.  The  resolution of payment issues with one lessee
during 1998 and lower 1998 reserve  requirements were primarily  responsible for
the lower expense recorded in 1998 and,  therefore,  the fluctuation in bad debt
expense between the periods.

Depreciation  and  amortization  expense was  comparable at $4,728,   $4,837 and
$4,825 for the years ended December 31, 1999, 1998 and 1997, respectively.

New container  prices have been declining since 1995, and the cost of purchasing
new containers at year-end 1998 and during 1999, was significantly less than the
cost of containers  purchased in prior 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,  1999,  1998  and  1997.  The
Partnership will continue to evaluate the  recoverability of recorded amounts of
container  rental  equipment and cautions that a write-down of container  rental
equipment and/or an increase in its depreciation  rate may be required in future
periods for some or all of its container rental equipment.

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

Management fees to affiliates decreased $13, or 1%, from the year ended December
31,  1997 to the  equivalent  period in 1998,  due to a  decrease  in  incentive
management fees, offset by the increase in equipment  management fees. Incentive
management   fees  decreased  due  to  the  decrease  in  the  limited   partner
distribution  percentage  from  9% to 8% of  partners'  capital  in  July  1998.
Equipment  management  fees  increased  due to the increase in rental income and
were 7% of rental income for both periods.

General and administrative  costs to affiliates  decreased $145, or 19% from the
year ended December 31, 1998 to the comparable  period in 1999. The decrease was
primarily due to a decrease in the allocation of overhead costs from TEM, as the
Partnership  represented  a smaller  portion of the total fleet  managed by TEM.
General and  administrative  costs to affiliates  decreased $87, or 10% from the
year ended December 31, 1997 to the equivalent  period in 1998, due to decreases
in the allocation of overhead costs from TEM and TCC.

Other income  decreased  $88 from income of $7 for the year ended  December 31,
1998 to an expense of $81 for the  comparable  period in 1999.  The decrease was
due to the increase in loss on sale of containers of $115,  partially  offset by
an increase  in interest  income,  net of $27.  The  increase in loss on sale of
containers in 1999 was primarily due to the Partnership having sold more damaged
containers  in lower demand  locations and at lower average sales prices than in
the comparable period in 1998.

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  beginning to sell certain
damaged containers in low demand locations as a result of market conditions.

Net earnings per limited  partnership  unit decreased  from $0.81 to $0.25,  and
from  $0.86 to $0.81 from the years  ended  December  31,  1998 to 1999 and from
December 31, 1997 to 1998,  respectively.  These decreases reflect the decreases
in net  earnings  allocated to limited  partners  from $3,620 to $1,109 from the
year ended December 31, 1998 to 1999 and from $3,828 to $3,620 from December 31,
1997 to 1998.  The  allocation of net earnings for the years ended  December 31,
1999,  1998 and 1997  included a special  allocation of gross income of $51, $39
and  $93,  respectively,   to  the  General  Partners  in  accordance  with  the
Partnership Agreement.

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, 1999,  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.

Effect of Date Crossing to Year 2000

There has been no material effect on the Partnership's  financial  condition and
results of  operations as a result of problems  arising from  computer  systems'
abilities to process dates beyond January 1, 2000.  The General  Partners do not
currently  expect any such problems to arise within their own computer  systems.
The  likelihood  that a failure in a third party's system would occur and have a
significant  adverse effect on the Partnership's  operations seems  increasingly
remote,  but no assurance can be given that,  due to  unforeseen  circumstances,
such an event could not occur.  Therefore,  the  Partnership's  contingency plan
remains in place;  that is, the General  Partners  continue to remain capable of
switching  temporarily to manual  operations in the event of a computer system's
failure. There can be no assurance, however, that switching to manual operations
would prevent all adverse effects of any future year 2000 problem.

Forward Looking Statements

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Inapplicable.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Attached pages 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, 1999 and
1998, the related  statements of earnings,  partners' capital and cash flows for
each of the years in the  three-year  period  ended  December  31,  1999.  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, 1999 and 1998, 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, 1999, in conformity with generally accepted accounting
principles.



                                KPMG LLP



San Francisco, California
February 18, 2000


<PAGE>
<TABLE>
<CAPTION>


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

Balance Sheets

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

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

Assets
Container rental equipment, net of accumulated
   depreciation of $22,819 (1998:  $18,459)                                $       55,441          $      61,107
Cash                                                                                1,405                  1,009
Accounts receivable, net of allowance
   for doubtful accounts of $481 (1998:  $353)                                      2,800                  2,675
Due from affiliates, net (note 2)                                                     565                    545
Organization costs, net of accumulated
   amortization of $227 in 1998 (note 1(i))                                             -                     35
Prepaid expenses                                                                       13                     19
                                                                            --------------          -------------

                                                                           $       60,224          $      65,390
                                                                            ==============          =============

Liabilities and Partners' Capital
Liabilities:
   Accounts payable                                                        $          319          $         399
   Accrued liabilities                                                                218                    109
   Accrued recovery costs (note 1(k))                                                 172                    132
   Accrued damage protection plan costs (note 1(l))                                   531                    397
   Deferred quarterly distributions (note 1(g))                                        81                     94
                                                                            --------------          -------------
         Total liabilities                                                          1,321                  1,131
                                                                            --------------          -------------
Partners' capital:
   General partners                                                                    38                     44
   Limited partners                                                                58,865                 64,215
                                                                            --------------          -------------
         Total partners' capital                                                   58,903                 64,259
                                                                            --------------          -------------
                                                                           $       60,224          $      65,390
                                                                            ==============          =============

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, 1999,  1998 and 1997
(Amounts in thousands  except for unit and per unit amounts)
------------------------------------------------------------------------------------------------------------------------

                                                                      1999                1998                1997
                                                                ----------------    ----------------    ----------------
<S>                                                               <C>                <C>                  <C>
Rental income                                                   $        12,031     $        14,265     $        14,012
                                                                ----------------    ----------------    ----------------

Costs and expenses:
   Direct container expenses                                              3,926               3,490               2,838
   Bad debt expense                                                         164                   5                 116
   Depreciation and amortization                                          4,728               4,837               4,825
   Professional fees                                                         76                  42                  38
   Management fees to affiliates (note 2)                                 1,109               1,315               1,328
   General and administrative costs to affiliates (note 2)                  628                 773                 860
   Other general and administrative costs                                   148                 113                 154
                                                                ----------------    ----------------    ----------------

                                                                         10,779              10,575              10,159
                                                                ----------------    ----------------    ----------------

       Income from operations                                             1,252               3,690               3,853
                                                                ----------------    ----------------    ----------------
Other (expense) income:
   Interest income, net                                                      71                  44                  34
   (Loss) gain on sale of containers                                       (152)                (37)                 74
                                                                ----------------    ----------------    ----------------

                                                                            (81)                  7                 108
                                                                ----------------    ----------------    ----------------

       Net earnings                                             $         1,171     $         3,697     $         3,961
                                                                ================    ================    ================
Allocation of net earnings (note 1(g)):
   General partners                                             $            62     $            77     $           133
   Limited partners                                                       1,109               3,620               3,828
                                                                ----------------    ----------------    ----------------

                                                                $         1,171     $         3,697     $         3,961
                                                                ================    ================    ================

Limited partners' per unit share of net earnings                $          0.25     $          0.81     $          0.86
                                                                ================    ================    ================

Limited partners' per unit share of distributions               $          1.45     $          1.72     $          1.87
                                                                ================    ================    ================
Weighted average number of limited
       partnership units outstanding (note 1(m))                      4,454,893           4,454,893           4,454,893
                                                                ================    ================    ================


See accompanying notes to financial statements
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


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

Statements of Partners' Capital

Years ended December 31, 1999, 1998 and 1997
(Amounts in thousands)
-----------------------------------------------------------------------------------------------------------------------

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

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

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

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

Balances at December 31, 1999                                $            38     $         58,865      $        58,903
                                                             ================    =================      ===============


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, 1999, 1998 and 1997
(Amounts in thousands)
----------------------------------------------------------------------------------------------------------------------------

                                                                                 1999             1998              1997
                                                                            -------------    -------------     -------------
<S>                                                                        <C>                 <C>            <C>

Cash flows from operating activities:
   Net earnings                                                              $      1,171     $     3,697      $      3,961
   Adjustments to reconcile net earnings to net cash provided
     by operating activities:
         Depreciation                                                               4,728           4,785             4,772
         Increase (decrease) in allowance for doubtful accounts                       128             (34)              118
         Amortization of organization costs                                             -              52                53
         Write-off of organization costs                                               35               -                 -
         Loss (gain) on sale of containers                                            152              37               (74)
         (Increase) decrease in assets:
             Accounts receivable                                                      (94)            579              (509)
             Due from affiliates, net                                                (101)           (470)              (90)
             Prepaid expenses                                                           6             109               (98)
         Increase (decrease) in liabilities:
             Accounts payable and accrued liabilities                                  29             144                31
             Accrued recovery costs                                                    40              43                35
             Accrued damage protection plan costs                                     134              57               (21)
                                                                            -------------    -------------     -------------
             Net cash provided by operating activities                              6,228           8,999             8,178
                                                                            -------------    -------------     -------------

Cash flows from investing activities:
   Proceeds from sale of containers                                                   720             379               459
   Container purchases                                                                (12)           (397)           (1,365)
                                                                            -------------    -------------     -------------
             Net cash provided by (used in) investing activities                      708             (18)             (906)
                                                                            -------------    -------------     -------------

Cash flows from financing activities:
   Distributions to partners                                                       (6,540)         (7,762)           (8,425)
   (Repayment of) borrowings from affiliates                                            -            (318)              318
                                                                            -------------    -------------     -------------
             Net cash used in financing activities                                 (6,540)         (8,080)           (8,107)
                                                                            -------------    -------------     -------------


Net increase (decrease) in cash                                                       396             901              (835)

Cash at beginning of period                                                         1,009             108               943
                                                                            -------------    -------------     -------------


Cash at end of period                                                        $      1,405     $     1,009      $        108
                                                                            =============    =============     =============


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


See accompanying notes to financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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

Statements of Cash Flows - Continued

Years ended December 31, 1999, 1998 and 1997
(Amounts in thousands)
----------------------------------------------------------------------------------------------------------

Supplemental Disclosures:

Supplemental schedule of non-cash investing and financing activities:

The following table summarizes the amounts of container purchases, distributions
to partners  and  proceeds  from sale of  containers  which had not been paid or
received  by the  Partnership  as of December  31,  1999,  1998,  1997 and 1996,
resulting in  differences  in amounts  recorded and amounts of cash disbursed or
received by the Partnership, as shown in the Statements of Cash Flows.

                                                                     1999          1998           1997           1996
                                                                     ----          ----           ----           ----
<S>                                                                    <C>           <C>        <C>                <C>
Container purchases included in:
   Due to affiliates.....................................          $    -       $     -        $    39         $    4
   Container purchases payable...........................               -             -              -            169

Distributions to partners included in:
   Due to affiliates.....................................               6             6             20             32
   Deferred quarterly distributions......................              81            94            114            124

Proceeds from sale of containers included in:
   Due from affiliates...................................              86           167             51             58

The following table summarizes the amounts of container purchases, distributions
to partners and proceeds from sale of containers recorded by the Partnership and
the amounts  paid or received as shown on the  Statements  of Cash Flows for the
years ended December 31, 1999, 1998 and 1997.

                                                                                 1999            1998           1997
                                                                                 ----            ----           ----

Container purchases recorded.........................................        $     12        $    358        $ 1,231
Container purchases paid.............................................              12             397          1,365

Distributions to partners declared...................................           6,527           7,728          8,403
Distributions to partners paid.......................................           6,540           7,762          8,425

Proceeds from sale of containers recorded............................             639             495            452
Proceeds from sale of containers received............................             720             379            459

The  Partnership  has  entered  into direct  finance  leases,  resulting  in the
transfer of containers from container rental  equipment to accounts  receivable.
The carrying values of containers transferred during the year ended December 31,
1999 was $159. The  Partnership  did not enter into direct finance leases in the
years ended December 31, 1998 and 1997.


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, 1999,  1998 and 1997
(Amounts in thousands  except for unit and per unit amounts)
--------------------------------------------------------------------------------

Note 1.  Summary of Significant Accounting Policies

      (a)  Nature of Operations

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

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

      (b)  Basis of Accounting

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

      (c)  Use of Estimates

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

      (d) Fair Value of Financial Instruments

      In accordance  with Statement of Financial  Accounting  Standards No. 107,
      "Disclosures  about Fair Value of Financial  Instruments," the Partnership
      calculates  the fair value of  financial  instruments  and  includes  this
      additional  information in the notes to the financial  statements when the
      fair  value  is  different   than  the  book  value  of  those   financial
      instruments.  At  December  31,  1999  and  1998,  the  fair  value of the
      Partnership's financial instruments approximates the related book value of
      such instruments.

      (e)  Container Rental Equipment

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

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

      New  container  prices have been  declining  since  1995,  and the cost of
      purchasing   new   containers  at  year-end  1998  and  during  1999,  was
      significantly  less than the cost of containers  purchased in prior 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, 1999,  1998 and 1997.  The  Partnership  will continue to evaluate the
      recoverability  of recorded  amounts of  container  rental  equipment  and
      cautions  that a  write-down  of  container  rental  equipment  and/or  an
      increase in its  depreciation  rate may be required in future  periods for
      some or all of its container rental equipment.

      (f)  Nature of Income from Operations

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

      No single lessee accounted for more than 10% of the Partnership's revenues
      for the years ended December 31, 1999, 1998 and 1997.

      (g)  Allocation of Net Earnings and Partnership Distributions

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

      Actual  cash  distributions  to  the  Limited  Partners  differ  from  the
      allocated net earnings as presented in these financial  statements because
      cash  distributions  are based on cash  available for  distribution.  Cash
      distributions  are paid to the general  and limited  partners on a monthly
      basis in accordance with the provisions of the Partnership Agreement. Some
      limited partners have elected to have their  distributions paid quarterly.
      The  Partnership  has recorded  deferred  distributions  of $81 and $94 at
      December 31, 1999 and 1998, 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 amortized on a straight-line  basis over five years.
      During 1999,  the  Partnership  adopted  Statement of Position  (SOP) 98-5
      "Reporting  on  Costs  of  Start-up  Activities",  which  prescribes  that
      organization  costs  be  expensed.   In  accordance  with  SOP  98-5,  the
      Partnership  wrote-off $35 of  unamortized  organization  costs during the
      year ended December 31, 1999.

      (j)  Acquisition Fees

      In accordance with the Partnership Agreement, acquisition fees equal to 5%
      of the  container  purchase  price were paid to TEM  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, 1999 and 1998, the amounts
      accrued were $172 and $132, 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, 1999 and 1998 was $531 and $397, respectively.

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

      Limited  partners'  per unit share of both net earnings and  distributions
      were computed using the weighted average number of units outstanding which
      was 4,454,893  during each of the years ended December 31, 1999,  1998 and
      1997.

      (n)  Reclassifications

      Certain  reclassifications,  not affecting net earnings, have been made to
      prior year amounts in order to conform with the 1999  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 and $68 of equipment acquisition fees as part
      of container  rental  equipment  costs during the years ended December 31,
      1998 and  1997,  respectively.  The  Partnership  did not  capitalize  any
      equipment  acquisition  fees during 1999. The  Partnership  incurred $269,
      $319, and $347 of incentive management fees during each of the three years
      ended  December  31,  1999,  1998 and  1997,  respectively.  No  equipment
      liquidation fees were incurred during these periods.

      The  Partnership's  containers are managed by TEM. In its role as manager,
      TEM has authority to acquire, hold, manage, lease, sell and dispose of the
      containers.  TEM holds,  for the payment of direct operating  expenses,  a
      reserve of cash that has been collected from leasing operations; such cash
      is included in due from affiliates, net, at December 31, 1999 and 1998.

      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 lease revenues attributable to full payout net leases. For
      the years ended  December 31, 1999,  1998 and 1997,  equipment  management
      fees  totaled  $840,  $996,  and  $981,  respectively.  The  Partnership's
      container  fleet is  leased by TEM to third  party  lessees  on  operating
      master leases,  spot leases,  term leases and direct finance  leases.  The
      majority of the container  fleet is leased under  operating  master leases
      with limited terms and no purchase option.

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

                                                  1999         1998         1997
                                                  ----         ----         ----

            Salaries                              $349         $419         $468
            Other                                  279          354          392
                                                   ---          ---          ---
            Total general and
                 administrative costs             $628         $773         $860
                                                   ===          ===          ===

      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:

                                                  1999         1998         1997
                                                  ----         ----         ----

            TEM                                   $561         $700         $761
            TCC                                     67           73           99
                                                   ---          ---          ---
            Total general and
                 administrative costs             $628         $773         $860
                                                   ===          ===          ===

      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, 1999 and 1998, due from affiliates, net, is comprised of:

                                                             1999           1998
                                                             ----           ----
      Due from affiliates:
       Due from TEM...........................               $581           $558
                                                              ---            ---

      Due to affiliates:
       Due to TL..............................                  4              5
       Due to TCC.............................                 12              8
                                                              ---            ---
                                                               16             13
                                                              ---            ---

      Due from affiliates, net                               $565           $545
                                                              ===            ===

      These amounts  receivable  from and payable to affiliates were incurred in
      the ordinary course of business between the Partnership and its affiliates
      and represent timing differences in the accrual and remittance of expenses
      and fees  described  above and in the accrual and remittance of net rental
      revenues 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. The
      Partnership  did not incur any  interest  expense  during  the year  ended
      December 31, 1999.

Note 3.   Rentals under Operating Leases

      The following  are the future  minimum  rent receivables  under cancelable
      long-term  operating leases at December 31, 1999.  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,

      2000..........................................                      $1,330
      2001..........................................                         313
      2002..........................................                         246
      2003..........................................                          21
      2004..........................................                           2
                                                                           -----

      Total minimum future rentals receivable.......                      $1,912
                                                                           =====

Note 4.   Income Taxes

      During 1999, 1998 and 1997,  there were temporary  differences of $37,311,
      $30,110,  and  $21,904,  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,  1999,  1998 and 1997 is as
      follows:
<TABLE>
<CAPTION>
                                                                               1999          1998          1997
                                                                               ----          ----          ----
<S>                                                                            <C>             <C>             <C>

      Net income per financial statements.........................          $ 1,171      $  3,697       $ 3,961

      Increase (decrease) in provision for bad debt...............              128           (34)          118
      Depreciation for federal income tax purposes in excess
        of depreciation for financial statement purposes..........           (8,125)       (8,494)       (8,480)
      Gain on sale of fixed assets for federal income tax
        purposes in excess of gain/loss recognized for
        financial statement purposes..............................              662           265           104
      Increase (decrease) in damage protection plan reserve.......              134            57           (21)
                                                                             ------        ------          -----

      Net loss for federal income tax purposes....................          $(6,030)     $ (4,509)      $(4,318)
                                                                             ======        ======          =====
</TABLE>





<PAGE>



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

There have been none.

                           PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Registrant has no officers or directors.

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

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

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

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

Section 16(a) Beneficial Ownership Reporting Compliance.

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

Based  solely  on a  review  of  the  copies  of  such  forms  furnished  to the
Partnership  or on written  representations  that no forms were  required  to be
filed, the Partnership believes that with respect to its most recent fiscal year
ended  December 31, 1999,  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                     66    Director and Chairman of TGH, TEM, TL, TCC and TFS
John A. Maccarone                  55    President, CEO and Director of TGH, TEM, TL, TCC and TFS
James E. Hoelter                   60    Director of TGH, TEM, TL, TCC and TFS
Alex M. Brown                      61    Director of TGH, TEM, TL, TCC and TFS
Harold J. Samson                   78    Director of TGH and TL
Philip K. Brewer                   43    Senior Vice President - Asset Management Group
Robert D. Pedersen                 41    Senior Vice President - Leasing Group, Director of TEM
Ernest J. Furtado                  44    Senior Vice  President , CFO and  Secretary  of TGH,  TEM,  TL, TCC and TFS,
                                         Director of TCC and TFS
Wolfgang Geyer                     46    Regional Vice President - Europe
Mak Wing Sing                      42    Regional Vice President - South Asia
Masanori Sagara                    44    Regional Vice President - North Asia
John. A. Lore                      46    Regional Vice President - Americas
Stefan Mackula                     47    Vice President -  Equipment Resale
Anthony C. Sowry                   47    Vice President - Corporate Operations and Acquisitions
Richard G. Murphy                  47    Vice President - Risk Management
Janet S. Ruggero                   51    Vice President - Administration and Marketing Services
Jens W. Palludan                   49    Regional Vice President - Logistics Division
Isam K. Kabbani                    65    Director of TGH and TL
James A. C. Owens                  60    Director of TGH and TL
S. Arthur Morris                   66    Director of TGH, TEM and TL
Dudley R. Cottingham               48    Assistant Secretary, Vice President and Director of TGH, TEM and TL
Nadine Forsman                     32    Controller of TCC and TFS
</TABLE>

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

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

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

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

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

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

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

         Wolfgang  Geyer is based  in  Hamburg,  Germany  and is  Regional  Vice
President - Europe,  responsible for coordinating all leasing activities in this
area 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.

          John A. Lore is based in  Hackensack,  New Jersey and is the  Regional
Vice  President - Americas,  responsible  for  container  leasing  activities in
North/South America,  Australia/New Zealand, Africa, the Middle East and Persian
Gulf.  Prior to joining  Textainer  in 1999,  Mr.  Lore was the  America's  Vice
President  for Xtra  International  Limited from 1996 to 1999 and Area  Director
from 1990 to 1996. He has held various  positions  within the container  leasing
industry since 1978. Mr. Lore holds a B.B.A. in Marketing Management from Baruch
College and an M.B.A. in Executive Management from St. John's University.

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

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

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

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

          Jens W.  Palludan  is based in  Hackensack,  New  Jersey  and  is  the
Regional  Vice  President  - 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   at  Maersk was  that of  General  Manager,
Equipment and Terminals, where he was  responsible for the entire managed fleet.
Mr.  Palludan holds an M.B.A. from the Centre  European  D'Education Permanente,
Fontainebleau, France.

          Sheikh Isam K. Kabbani is a director of TGH and TL. He 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 (1977 to date).  He
is also President and director of Continental Management Limited (1977 to date).
Continental  Management Limited is a Bermuda corporation that provides corporate
representation,   administration  and  management  services  and  corporate  and
individual  trust  administration   services.  Mr.  Morris  has  over  30  years
experience in public  accounting and serves on numerous  business and charitable
organizations  in the Cayman  Islands and Turks and Caicos  Islands.  Mr. Morris
became a director of TL and TGH in 1993, and TEM in 1994.

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

         Nadine Forsman is the Controller of TCC and TFS. Additionally, she is a
member of the Investment Advisory Committee and Equipment  Investment  Committee
(See  "Committees"  below). As controller of TCC and TFS, she is responsible for
accounting, financial management and reporting functions for TCC and TFS as well
as  overseeing  all  communications  with  the  Limited  Partners  and as  such,
supervises  personnel in performing these functions.  Prior to joining Textainer
in August 1996, Ms. Forsman was employed by KPMG LLP, holding various positions,
the most recent of which was manager,  from 1990 to 1996.  Ms.  Forsman  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  operations 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,  Anthony C. Sowry, Richard
G. Murphy  (Secretary),  Alex M.  Brown, Philip K.  Brewer,  Robert D. Pedersen,
Ernest J. Furtado and Nadine Forsman.

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

          Investment  Advisory Committee. The Investment Advisory Committee 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,  Ernest  J.  Furtado
(Secretary), Nadine Forsman, Harold J. Samson, Alex M. Brown and Neil I. Jowell.

ITEM 11.     EXECUTIVE COMPENSATION

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



<PAGE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a)      Security Ownership of Certain Beneficial Owners

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

(b)      Security Ownership of Management

         As of January 1, 2000:

                                                         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, 1999 and 1998, due  from  affiliates, net, is comprised
         of:

                                                           1999             1998
                                                           ----             ----
         Due from affiliates:
          Due from TEM................................     $581             $558
                                                            ---              ---

         Due to affiliates:
          Due to TL...................................        4                5
          Due to TCC..................................       12                8
                                                            ---              ---
                                                             16               13
                                                            ---              ---

         Due from affiliates, net                          $565             $545
                                                            ===              ===

         These amounts  receivable  from and payable to affiliates were incurred
         in the  ordinary  course of business  between the  Partnership  and its
         affiliates  and  represent  timing   differences  in  the  accrual  and
         remittance  of expenses and fees and in the accrual and  remittance  of
         net rental revenues 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.
         The  Partnership  did not incur interest  expense during the year ended
         December 31, 1999.


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

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

                                        1999              1998              1997
                                        ----              ----              ----

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

         Total..................        $  -             $  17              $ 68
                                         ===              ====               ===

         Management fees in connection with the operations of the Registrant:

                                        1999              1998              1997
                                        ----              ----              ----

         TEM....................      $1,109            $1,315            $1,328
                                       =====             =====             =====

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

                                        1999              1998              1997
                                        ----              ----              ----

         TEM....................       $ 561             $ 700             $ 761
         TCC....................          67                73                99
                                         ---               ---               ---

         Total..................       $ 628             $ 773             $ 860
                                         ===               ===               ===

(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,  1999  are  contained  in  Item 8 of this
                  Report.

         2.       Financial Statement Schedules.

                  (i)      Independent    Auditors'   Report  on   Supplementary
                           Schedule.

                  (ii)     Schedule II - Valuation and Qualifying Accounts.

         3.       Exhibits Incorporated by reference.

                  (i)      The   Registrant's   Prospectus   as   contained   in
                           Pre-Effective  Amendment  No.  3 to the  Registrant's
                           Registration Statement (No. 33-71944),  as filed with
                           the Commission on April 8, 1994, as  supplemented  by
                           Post Effective Amendment No. 2 as filed under Section
                           8(c) of the Securities Exchange Act of 1993 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  1999,  no reports on Form 8-K have been filed by the
    Registrant.



<PAGE>


                Independent Auditors' Report on Supplementary Schedule



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

Under the date of February  18,  2000,  we  reported  on the  balance  sheets of
Textainer  Equipment  Income Fund V, L.P. (the  Partnership)  as of December 31,
1999 and 1998,  and the related  statements of earnings,  partners'  capital and
cash flows for each of the years in the  three-year  period  ended  December 31,
1999,  which are included in the 1999 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 18, 2000

<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, 1999:

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

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

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


For the year ended December 31, 1998:

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

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

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


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

</TABLE>


<PAGE>


                                       SIGNATURES


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

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

                          By Textainer Capital Corporation
                          The Managing General Partner

                          By_______________________
                          Ernest J. Furtado
                          Senior Vice President


Date:  March 28, 2000

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

Signature                                          Title                                        Date

<S>                                                <C>                                          <C>


___________________________                        Senior Vice President, CFO                   March 28, 2000
Ernest J. Furtado                                  (Principal Financial and
                                                   Accounting Officer),
                                                   Secretary and Director

___________________________                        President (Principal Executive               March 28, 2000
John A. Maccarone                                  Officer), and Director



___________________________                        Chairman of the Board and Director           March 28, 2000

Neil I. Jowell

</TABLE>

<PAGE>



                                SIGNATURES


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

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


                          By Textainer Capital Corporation
                          The Managing General Partner

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

Date: March 28, 2000

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

Signature                                          Title                                        Date


<S>                                                <C>                                         <C>

/s/Ernest J. Furtado
_____________________________                      Senior Vice President, CFO                   March 28, 2000
 Ernest J. Furtado                                 (Principal Financial and
                                                   Accounting Officer),
                                                   Secretary and Director

/s/John A. Maccarone
_____________________________                      President (Principal Executive               March 28, 2000
  John A. Maccarone                                (Officer), and Director

/s/Neil I. Jowell
_____________________________                      Chairman of the Board and Director           March 28, 2000
  Neil I. Jowell
</TABLE>