TEXTAINER EQUIPMENT INCOME FUND V LP - 10-Q Quarterly Report

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

November 12, 2004

Securities and Exchange Commission
Washington, DC 20549

Ladies and 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 Quarterly Report on Form 10-Q for the
Third Quarter ended September 30, 2004.

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

Sincerely,

Nadine Forsman
Controller

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004

Commission file number 0-25946

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

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

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

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

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.

Yes [X] No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

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

Quarterly Report on Form 10-Q for the
Quarter Ended September 30, 2004

Table of Contents
- -----------------------------------------------------------------------------------------------------------------

Page

Part I Financial Information

Item 1. Financial Statements (unaudited)

Balance Sheets - September 30, 2004
and December 31, 2003............................................................................. 3

Statements of Operations for the three and nine months
ended September 30, 2004 and 2003................................................................. 4

Statements of Partners' Capital for the nine months
ended September 30, 2004 and 2003................................................................. 5

Statements of Cash Flows for the nine months
ended September 30, 2004 and 2003................................................................. 6

Notes to Financial Statements..................................................................... 8

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................................................... 13

Item 3. Quantitative and Qualitative Disclosures about Market Risk................................... 23

Item 4. Controls and Procedures...................................................................... 23

Part II Other Information

Item 6. Exhibits and Reports on Form 8K.............................................................. 24

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

Balance Sheets

September 30, 2004 and December 31, 2003
(Amounts in thousands)
(unaudited)
- ---------------------------------------------------------------------------------------------------------

2004 2003
-------------- ------------

Assets
Container rental equipment, net of accumulated depreciation
and impairment of $49,414 (2003: $41,500) (notes 4 & 6) $ 28,102 $ 39,346
Cash 4,012 1,376
Accounts receivable, net of allowance
for doubtful accounts of $294 (2003: $157) 2,383 2,241
Due from affiliates, net (note 2) 453 243
Prepaid expenses 15 33
-------------- ------------

$ 34,965 $ 43,239
============== ============

Liabilities and Partners' Capital
Liabilities:
Accounts payable $ 172 $ 253
Accrued liabilities 370 270
Accrued damage protection plan costs 450 388
Deferred damage protection plan revenue 174 175
Deferred quarterly distributions 61 60
Container purchases payable - 507
-------------- ------------

Total liabilities 1,227 1,653
-------------- ------------

Partners' capital:
General partners 12 20
Limited partners 33,726 41,566
-------------- ------------

Total partners' capital 33,738 41,586
-------------- ------------

$ 34,965 $ 43,239
============== ============

See accompanying notes to financial statements

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

Statements of Operations

For the three and nine months ended September 30, 2004 and 2003
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
- -----------------------------------------------------------------------------------------------------------------------------------

Three months Three months Nine months Nine months
Ended Ended Ended Ended
Sept. 30, 2004 Sept. 30, 2003 Sept. 30, 2004 Sept. 30, 2003
--------------- --------------- --------------- ---------------

Rental income $ 3,047 $ 2,765 $ 8,883 $ 8,492
--------------- --------------- --------------- --------------

Costs and expenses:
Direct container expenses 384 859 1,883 2,400
Bad debt expense 78 18 138 55
Depreciation (note 4) 778 1,402 3,664 4,219
Write-down of containers (notes 4 & 6) - - 6,411 -
Professional fees 22 7 47 26
Management fees to affiliates (note 2) 260 241 759 733
General and administrative costs to affiliates (note 2) 145 137 422 412
Other general and administrative costs 14 19 44 56
(Gain) loss on sale of containers (133) 18 (43) 18
--------------- --------------- --------------- --------------

1,548 2,701 13,325 7,919
--------------- --------------- --------------- --------------

Income (loss) from operations 1,499 64 (4,442) 573
--------------- --------------- --------------- --------------

Interest income 10 3 16 10
--------------- --------------- --------------- --------------

Net earnings (loss) $ 1,509 $ 67 $ (4,426) $ 583
=============== =============== =============== ==============

Allocation of net earnings (loss) (note 2):
General partners $ 11 $ 11 $ 26 $ 32
Limited partners 1,498 56 (4,452) 551
--------------- --------------- --------------- --------------

$ 1,509 $ 67 $ (4,426) $ 583
=============== =============== =============== ==============

Limited partners' per unit share
of net earnings (loss) $ 0.34 $ 0.01 $ (1.01) $ 0.12
=============== =============== =============== ==============

Limited partners' per unit share
of distributions $ 0.25 $ 0.25 $ 0.75 $ 0.75
=============== =============== =============== ==============

Weighted average number of limited
partnership units outstanding 4,392,017 4,413,349 4,392,017 4,419,605
=============== =============== =============== ==============

See accompanying notes to financial statements

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

Statements of Partners' Capital

For the nine months ended September 30, 2004 and 2003
(Amounts in thousands)
(unaudited)
- ---------------------------------------------------------------------------------------------------------------------------

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

Balances at January 1, 2003 $ 24 $ 45,224 $ 45,248

Distributions (34) (3,316) (3,350)

Redemptions (note 5) - (160) (160)

Net earnings 32 551 583
-------------- -------------- --------------

Balances at September 30, 2003 $ 22 $ 42,299 $ 42,321
============== ============== ==============

Balances at January 1, 2004 $ 20 $ 41,566 $ 41,586

Distributions (34) (3,295) (3,329)

Redemptions (note 5) - (93) (93)

Net earnings (loss) 26 (4,452) (4,426)
-------------- -------------- --------------

Balances at September 30, 2004 $ 12 $ 33,726 $ 33,738
============== ============== ==============

See accompanying notes to financial statements

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

Statements of Cash Flows

For the nine months ended September 30, 2004 and 2003
(Amounts in thousands)
(unaudited)
- --------------------------------------------------------------------------------------------------------------------------

2004 2003
---------------- ----------------

Cash flows from operating activities:
Net (loss) earnings $ (4,426) $ 583
Adjustments to reconcile net (loss) earnings to
net cash provided by operating activities:
Depreciation (note 4) 3,664 4,219
Write down of containers (notes 4 & 6) 6,411 -
Increase in allowance for doubtful accounts 137 38
(Gain) loss on sale of containers (43) 18
(Increase) decrease in assets:
Accounts receivable (191) 176
Due from affiliates, net (120) (121)
Prepaid expenses 18 25
(Decrease) increase in liabilities:
Accounts payable and accrued liabilities 19 14
Accrued damage protection plan costs 62 75
Deferred damage protection plan revenue (1) -
---------------- ----------------
Net cash provided by operating activities 5,530 5,027
---------------- ----------------

Cash flows from investing activities:
Proceeds from sale of containers 1,028 273
Container purchases (547) (778)
---------------- ----------------
Net cash provided by (used in) investing activities 481 (505)
---------------- ----------------

Cash flows from financing activities:
Redemptions of limited partnership units (93) (160)
Distributions to partners (3,282) (3,348)
---------------- ----------------
Net cash used in financing activities (3,375) (3,508)
---------------- ----------------

Net increase in cash 2,636 1,014

Cash at beginning of period 1,376 976
---------------- ----------------

Cash at end of period $ 4,012 $ 1,990
================ ================

See accompanying notes to financial statements

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

Statements of Cash Flows-Continued

For the nine months ended September 30, 2004 and 2003
(Amounts in thousands)
(unaudited)
- --------------------------------------------------------------------------------

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 September 30, 2004 and 2003, and December 31,
2003 and 2002, resulting in differences in amounts recorded and amounts of cash
disbursed or received by the Partnership, as shown in the Statements of Cash
Flows for the nine-month periods ended September 30, 2004 and 2003.

Sept. 30 Dec. 31 Sept. 30 Dec. 31
2004 2003 2003 2002
---------- ---------- ---------- ----------

Container purchases included in:
Due to affiliates.............................. $ - $ 19 $ 42 $ -
Container purchases payable.................... - 507 851 -

Distributions to partners included in:
Due to affiliates.............................. 49 3 3 3
Deferred quarterly distributions............... 61 60 59 57

Proceeds from sale of containers included in:
Due from affiliates............................ 245 128 62 50

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 in the Statements of Cash Flows for the
nine-month periods ended September 30, 2004 and 2003.

2004 2003
---- ----

Container purchases recorded.................................................... $ 21 $1,671
Container purchases paid........................................................ 547 778

Distributions to partners declared.............................................. 3,329 3,350
Distributions to partners paid.................................................. 3,282 3,348

Proceeds from sale of containers recorded....................................... 1,145 285
Proceeds from sale of containers received....................................... 1,028 273

The Partnership has entered into direct finance leases, resulting in the
transfer of containers from container rental equipment to accounts receivable.
The carrying value of containers transferred during the nine-month periods ended
September 30, 2004 and 2003 was $88 and $18, respectively.

See accompanying notes to financial statements

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

Notes To Financial Statements

For the three and nine months ended September 30, 2004 and 2003
(Amounts in thousands except for unit and per unit amounts)
(unaudited)
- --------------------------------------------------------------------------------

Note 1. General

Textainer Equipment Income Fund V, L.P. (the Partnership), a California
limited partnership, with a maximum life of 20 years, was formed in 1993.
The Partnership owns a fleet of intermodal marine cargo containers which
are leased to international shipping lines.

The accompanying interim financial statements have not been audited by an
independent public accountant. However, all adjustments (which were only
normal and recurring adjustments), which are, in the opinion of management,
necessary to fairly present the financial position of the Partnership as of
September 30, 2004 and December 31, 2003 and the results of its operations
for the three and nine-month periods ended September 30, 2004 and 2003 and
changes in partners' capital, and cash flows for the nine-month periods
ended September 30, 2004 and 2003, have been made.

The financial information presented herein should be read in conjunction
with the audited financial statements and other accompanying notes included
in the Partnership's audited financial statements as of and for the year
ended December 31, 2003, in the Annual Report filed on Form 10-K.

Certain estimates and assumptions were made by the Partnership's management
that affect the reported amounts of assets and liabilities and disclosures
of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. The Partnership's management evaluates its estimates on
an on-going basis, including those related to the container rental
equipment, accounts receivable and accruals.

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

The following critical accounting policies are used in the preparation of
its financial statements:

The Partnership maintains allowances for doubtful accounts for estimated
losses resulting from the inability of its lessees to make required
payments. These allowances are based on management's current assessment of
the financial condition of the Partnership's lessees and their ability to
make their required payments.

The Partnership depreciates its container rental equipment based on certain
estimates related to the container's useful life and salvage value.
Additionally, the Partnership writes down the value of its containers if an
evaluation indicates that the recorded amounts of containers are not
recoverable based on estimated future undiscounted cash flows and sales
prices. These estimates are based upon historical useful lives of
containers and container sales prices as well as assumptions about future
demand for leased containers and estimated sales prices (See Notes 4 and
6.)

Certain reclassifications, not affecting net earnings (loss), have been
made to prior year amounts in order to conform to the 2004 financial
statement presentation.

Note 2. Transactions with Affiliates

Textainer Capital Corporation (TCC) is the managing general partner of the
Partnership. Textainer Equipment Management Limited (TEM) and Textainer
Limited (TL) are associate general partners of the Partnership. The
managing general partner and the associate general partners are
collectively referred to as the General Partners and are commonly owned by
Textainer Group Holdings Limited (TGH). The General Partners also act in
this capacity for other limited partnerships. The General Partners manage
and control the affairs of the Partnership.

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 or loss and creates a
deficit in a General Partner's capital account, the Partnership Agreement
provides for a special allocation of gross income equal to the amount of
the deficit to be made to the General Partners.

As part of the operation of the Partnership, the Partnership is to pay to
the General Partners an acquisition fee, an equipment management fee, an
incentive management fee and an equipment liquidation fee. These fees are
for various services provided in connection with the administration and
management of the Partnership. The Partnership capitalized $1 and $79 of
container acquisition fees as a component of container costs during the
nine-month periods ended September 30, 2004 and 2003, respectively. The
Partnership incurred $46 and $137 of incentive management fees during the
three and nine-month periods ended September 30, 2004, respectively and $46
and $138, respectively, for the comparable periods in 2003. There were no
equipment liquidation fees incurred during these periods.

The Partnership's container fleet is managed by TEM. In its role as
manager, TEM has authority to acquire, hold, manage, lease, sell and
dispose of the Partnership's 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
September 30, 2004 and December 31, 2003.

Subject to certain reductions, TEM receives a monthly equipment management
fee equal to 7% of gross revenues attributable to operating leases and 2%
of gross revenues attributable to full payout net leases. These fees
totaled $214 and $622 for the three and nine-month periods ended September
30, 2004, respectively, and $195 and $595, respectively, for the comparable
periods in 2003.

Certain indirect general and administrative costs such as salaries,
employee benefits, taxes and insurance are incurred in performing
administrative services necessary to the operation of the Partnership.
These costs are incurred and paid by TCC and TEM. General and
administrative costs allocated to the Partnership during the three and
nine-month periods ended September 30, 2004 and 2003 were as follows:

Three months Nine months
ended Sept. 30, ended Sept. 30,
--------------- ---------------
2004 2003 2004 2003
---- ---- ---- ----

Salaries $ 81 $ 71 $251 $223
Other 64 66 171 189
--- --- --- ---
Total general and
administrative costs $145 $137 $422 $412
=== === === ===

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 investors to the total number of investors
of all limited partnerships managed by TCC or equally among all the limited
partnerships managed by TCC. The General Partners allocated the following
general and administrative costs to the Partnership during the three and
nine-month periods ended September 30, 2004 and 2003:

Three months Nine months
ended Sept. 30, ended Sept. 30,
--------------- ---------------
2004 2003 2004 2003
---- ---- ---- ----

TEM $123 $116 $352 $356
TCC 22 21 70 56
--- --- --- ---
Total general and
administrative costs $145 $137 $422 $412
=== === === ===

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

At September 30, 2004 and December 31, 2003, due from affiliates, net is
comprised of:

2004 2003
---- ----
Due from affiliates:
Due from TEM................... $480 $264
--- ---

Due to affiliates:
Due to TCC..................... 24 18
Due to TL...................... 3 3
--- ---
27 21
--- ---

Due from affiliates, net $453 $243
=== ===

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

Note 3. Lease Rental Income

Leasing income arises principally from the renting of containers to various
international shipping lines. Revenue is recorded when earned according to
the terms of the container rental contracts. These contracts are typically
for terms of five years or less. The following is the lease mix of the
on-lease containers (in units) at September 30, 2004 and 2003:

2004 2003
---- ----

On-lease under master leases 13,428 11,881
On-lease under long-term leases 10,197 9,231
------ ------

Total on-lease containers 23,625 21,112
====== ======

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

The remaining containers are off-lease and are being stored primarily at a
large number of storage depots.

Note 4. Container Rental Equipment

The Partnership evaluated the recoverability of the recorded amount of
container rental equipment for containers to be held for continued use and
determined that a reduction to the carrying value of these containers was
not required at September 30, 2003. Based on an impairment analysis
performed at June 30, 2004, which considered the possible sale of the
Partnership's remaining container fleet (see Note 6), the Partnership
determined that certain containers were impaired and that a reduction to
the carrying value of these containers was required. The Partnership
recorded a write down of $6,411 during the three-month period ended June
30, 2004 to write down the value of certain containers that had carrying
values which were greater than the anticipated per unit sales price in the
buyer's letter of intent. The Partnership evaluated the recoverability of
these containers at September 30, 2004 and determined that a further
reduction to the carrying value of these containers was not required.

The Partnership also evaluated the recoverability of the recorded amount of
containers identified for sale in the ordinary course of business and
determined that reductions to the carrying value of these containers were
not required.

Note 5. Redemptions

The following redemptions were consummated by the Partnership during the
nine-month periods ended September 30, 2004 and 2003:

Units Average
Redeemed Redemption Price Amount Paid
-------- ---------------- ------------

Total Partnership redemptions as of
December 31, 2002.......................... 29,911 $11.33 $339

Nine-month period ended:
September 30, 2003 ........................ 20,084 $ 7.99 160
------ ---

Total Partnership redemptions as of
September 30, 2003 ........................ 49,995 $ 9.98 $499
====== ===

Total Partnership redemptions as of
December 31, 2003.......................... 58,225 $ 9.70 $565

Nine-month period ended:
September 30, 2004 ........................ 13,102 $ 7.10 93
------ ---

Total Partnership redemptions as of
September 30, 2004 ........................ 71,327 $ 9.23 $658
====== ===

The redemption price is fixed by formula in accordance with the Partnership
Agreement.

Note 6. Possible Sale of Container Fleet

In July 2004, the Partnership signed a letter of intent to sell its
remaining container fleet for cash to an unaffiliated corporate purchaser.
The Partnership is in the process of negotiating a definitive purchase and
sale agreement with the purchaser. If the purchase and sale agreement is
finalized and signed by all parties, the Partnership will submit the
proposed sale to the Limited Partners for approval. If the Limited Partners
approve the sale and the sale is completed, the Partnership anticipates
that it will distribute the net proceeds of the sale to the partners and
terminate its existence during 2005.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

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

The Financial Statements contain information which will assist in evaluating the
financial condition of the Partnership for the three and nine-month periods
ended September 30, 2004 and 2003. Please refer to the Financial Statements and
Notes thereto in connection with the following discussion.

Textainer Capital Corporation (TCC) is the Managing General Partner of the
Partnership. Textainer Equipment Management Limited (TEM) and Textainer Limited
(TL) are Associate General Partners of the Partnership. The General Partners
manage and control the affairs of the Partnership.

Introduction

The Partnership is a finite-life entity whose principal business is to own a
fleet of containers for lease to the international shipping industry. The
Partnership's revenues come primarily from the rental income generated by leased
containers and, to a smaller extent, from services related to rental income,
such as handling charges paid by lessees. The Partnership's revenues are,
therefore, dependent on demand for leased containers. Demand for leased
containers drives not only the percentage of the Partnership's containers that
are on lease (utilization), but also, to a certain extent, the rental rates the
Partnership can charge under its leases. When demand declines, utilization
falls, and the Partnership has fewer containers on lease, often earning less
revenue, and more containers off-lease incurring storage expense. In times of
reduced demand, then, the Partnership has higher expenses and may have to reduce
revenues further by offering lessees incentives such as free rental periods or
credits. Conversely, in times of increased demand, rental revenues increase
because the Partnership has more containers on lease, rental rates sometimes
rise, and expenses will drop because the Partnership no longer incurs as many
charges to store or reposition off-lease containers. The General Partners try at
all times to take advantage of the opportunities created by different levels of
demand for leased containers, either by changing services, lease terms or lease
rates offered to customers or by concentrating on different geographic markets.

Demand for containers is driven by many factors, including the overall volume of
worldwide shipping, the number of containers manufactured, the number of
containers available for lease in specific locations and the capacity of the
worldwide shipping industry to transport containers on its existing ships. Since
many of the Partnership's customers are shipping lines that also own their own
containers, the price and availability of new containers directly affects demand
for leased containers. If shipping lines have the cash or financing to buy
containers and find that alternative attractive, demand for leased containers
will fall. Current demand and related market conditions for containers are
discussed below under "Results of Operations: Current Market Conditions for
Leased Containers." Competition for shipping lines' business has increased in
recent years due to operational consolidations among shipping lines and the
entry of new leasing companies that compete with entities like the Partnership.
This competition has generally driven down rental rates and allowed shipping
lines to obtain other favorable lease terms.

In addition to leasing containers, the Partnership also sells containers from
time to time. Containers are generally sold either at the end of their useful
life, or when an economic analysis indicates that it would be more profitable to
sell a container rather than to continue to own it. An example of the latter
would be when re-leasing a container might be relatively expensive, either
because of expenses required to repair the container or to reposition the
container to a location where the container could be readily leased.

To date, the Partnership has generally sold containers individually. As
discussed below under "Possible Sale of Partnership Assets," the Partnership is
currently in negotiations to sell all of its remaining container fleet to a
corporate purchaser.

When the Partnership has sold its containers individually, sales have primarily
been made to wholesalers who subsequently sell to buyers such as mini-storage
operators, construction companies, farmers and other non-marine users.
Additionally, if a container is lost or completely damaged by a lessee, the
Partnership has received proceeds from the lessee for the value of the
container. The Partnership counts these transactions as sales, as well as the
more traditional sales to wholesalers. Generally, since 1998, used container
prices have declined, causing the Partnership to realize less from the sale of
its used containers. Used container sales prices stabilized in 2002 and 2003 and
have increased in 2004.

The Partnership's operations and financial results are also affected by the
price of new containers. The price for new containers fell from 1995 through
2003. This decrease significantly depressed rental rates. This decrease has
worked to the Partnership's advantage though, when, from time to time, the
Partnership has bought new containers. New containers are bought primarily with
a portion of the proceeds received from the sale of containers and a portion of
cash provided by operations. In the discussion below, this process is referred
to as reinvestment in containers.

Generally, reinvestment in containers replaces some, but not all, of the
containers sold by the Partnership. Therefore, over time, the Partnership's
container fleet shrinks, and rental revenues decrease, because there are fewer
containers available for lease.

During 2004, new containers prices have increased significantly due to a
worldwide shortage of steel, which has resulted in limited availability of new
containers. The increase in new container prices and the limited availability of
new containers has improved demand for the Partnership's containers. See
"Results of Operations: Current Market Conditions for Leased Containers" for a
further discussion.

In June 2004, the Partnership compared the carrying value of its containers to
the anticipated estimated price to be realized in the proposed sale to the
corporate purchaser. Despite the improvement in the market for used containers,
the Partnership still found that the carrying value of some of its older, more
expensive containers was higher than the anticipated estimated price to be
realized in the sale. The Partnership determined that these containers were
impaired and recorded a write down expense to reduce the carrying value of these
containers to their anticipated sales price. See "Possible Sale of Partnership
Assets" below and "Other Income and Expenses: Write Down of Containers."

Possible Sale of Partnership Assets

In July 2004, the Partnership and five other limited partnerships managed by the
General Partners signed a letter of intent to sell their remaining container
fleets for cash to an unaffiliated corporate purchaser, RFH Limited, (the
"Purchaser"). The Partnership, other limited partnerships and the Purchaser are
in the process of negotiating the Asset Sale Agreement. If the Asset Sale
Agreement is finalized, the Partnership will submit the proposed sale to the
Limited Partners for approval.

If the Limited Partners approve the sale and the sale is completed, the
Partnership anticipates that it will distribute the net proceeds of this sale to
the partners and terminate its existence during 2005.

Liquidity and Capital Resources

Historical

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 on August 23, 1994 and on April 29, 1996 the
Partnership's offering of limited partnership interests was closed at $89,305.

Sources of Cash

Rental income and proceeds from container sales are the Partnership's principal
sources of liquidity, and the source of funds for distributions and
reinvestment. Rental income and container sales prices are affected by market
conditions for leased and used containers. Cash provided from these sources will
fluctuate based on demand for leased and used containers. Demand for leased and
used containers is discussed more fully in "Results of Operations." Cash
provided by operating activities is affected by rental income, operating
expenses and the timing of both payments received from lessees and payments made
by the Partnership for operating expenses. Additionally, a continued stream of
rental income is dependent partly on the Partnership's ability to re-lease
containers as they come off lease. See the discussion of "Utilization" below
under "Results of Operations." Cash provided by proceeds from container sales, a
component of cash from investing activities, is affected by the number of
containers sold, the sale price received on these containers, and the timing of
payments received for these sales. Previously reported cash from operations and
sales proceeds is not indicative of future cash flows as these amounts can
fluctuate significantly based on demand for new and used containers, fleet size
and timing of the payments made and received. Fluctuations in rental income,
operating expenses, and sale prices for used containers are discussed more fully
in "Results of Operations."

Operating and investing activities are discussed in detail below.

Cash from Operations

Net cash provided by operating activities for the nine-month periods ended
September 30, 2004 and 2003, was $5,530 and $5,027, respectively. Net cash
provided by operating activities increased $503, or 10%, between the periods
primarily due to the increase in net earnings (loss), adjusted for non-cash
expenses, offset by fluctuations in gross accounts receivable. Net earnings
(loss), adjusted for non-cash expenses, increased primarily due to the decrease
in direct container expenses and increase in rental income. These items are
discussed more fully under "Results of Operations." Gross accounts receivable
increased $191 for the nine-month period ended September 30, 2004 primarily due
to the increase in rental income and a slight increase in the average collection
period of accounts receivable. The decrease in gross accounts receivable of $176
for the comparable period in 2003 was primarily due to the decrease in the
average collection period of accounts receivable, offset by an increase in
rental income.

Cash from Sale of Containers

Current Uses: For the nine-month periods ended September 30, 2004 and 2003, cash
provided by investing activities (the sale of containers) was $1,028 and $273,
respectively. The increase of $755, or 277%, was primarily due to the
Partnership selling significantly more containers during the nine-month period
ended September 30, 2004, compared to the equivalent period in 2003. The
increase was partially offset by a lower average sales price received on
container sales. Fluctuations between periods in the number of containers sold
and in the sales price reflect the age and condition of containers coming
off-lease, the geographic market in which they come off-lease, and other related
market conditions. Fluctuations in sales price between the periods can also be
affected by the number of containers bought by lessees, who reimburse the
Partnership for any containers that are lost or completely damaged beyond
repair. These reimbursement amounts are frequently higher than the average sales
price for a container sold in the open market when it comes off-lease.

Effect of Market Conditions: Market conditions can affect the Partnership's
decision to sell an off-lease container. If demand for leased containers is low,
the Partnership is more likely to sell a container rather than incur the cost to
reposition the container to a location where it can be re-leased. If demand is
strong, the Partnership is less likely to identify the container as for sale, as
it is anticipated that the container can be released in its current location or
repositioned to another location where demand is high. The strong utilization in
the first quarter of 2004 and increases in demand during the second and third
quarters have resulted in fewer containers being identified for sale. Some of
the market conditions affecting the sale of containers are discussed below under
"Comparative Results of Operations." In general, the decline in the number of
containers identified for sale has caused the average sales price of used
containers to increase in 2004 with respect to the sale of off-lease containers
in certain geographic markets.

Effect of Container Sales on Future Cash Flows and Container Fleet: To date, a
significant amount of the containers sold have been containers that have been
lost or completely damaged by lessees. The sales price received on these
containers is based on the container's book value. These sales prices are higher
than the sales prices received for off-lease containers. The number of off-lease
containers sold has been limited because of the young age of the Partnership's
fleet. If the currently contemplated sale of the Partnership's fleet does not
occur and the fleet ages, the Partnership expects the number of off-lease
containers sold to continue to increase and the average sales price received for
its containers to continue to decrease. The decline in average sales price will
leave smaller amounts available for reinvestment, which will be one of the
factors reducing the Partnership's fleet size in the future.

Uses of Cash

Cash from operations is primarily used to pay distributions to partners and
redeem limited partnership units. Cash from operations may also be used to
purchase containers. The amount of cash from operations available to reinvest in
additional containers, is dependent on (i) operating results and timing of
payments made and received; (ii) the amount of distributions paid to partners;
(iii) the amount of redemptions and (iv) working capital. The amounts of
distributions, redemptions and working capital are subject to the General
Partners' authority to set these amounts as provided in the Partnership
Agreement.

Another source of funds for the purchase of new containers (or reinvestment) is
the proceeds from the sale of the Partnership's containers. The number of
containers sold and the average sales price also affect how much the Partnership
can reinvest in new containers using these proceeds.

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.

Distributions, container purchases and redemptions are discussed in detail
below.

Distributions: During the nine-month period ended September 30, 2004, the
Partnership declared cash distributions to limited partners pertaining to the
period from December 2003 through August 2004 in the amount of $3,295, which
represented $0.75 per unit. On a cash basis, as reflected in the Statements of
Cash Flows, after paying redemptions and general partner distributions, all of
these distributions were from current year operating activities. On an accrual
basis, as reflected on the Statements of Partners' Capital, after paying
redemptions, all of these distributions were a return of capital.

If the expected Asset Sale Agreement is entered into, distributions are expected
to continue through the proposed effective date of the sale and will then be
suspended until the sale is approved by the limited partners or it is determined
that the sale will not be approved. If the proposed sale is approved and
completed, the Partnership expects to distribute the net proceeds from the sale,
along with any cash from operations earned prior to the effective date of the
sale in one or two payments. If the proposed sale is not approved, once this
determination is made, the Partnership expects to continue paying monthly
distribution payments as described above.

Capital Commitments: Container purchases

For the nine-month periods ended September 30, 2004 and 2003 cash used in
investing activities (the purchase of containers) was $547 and $778,
respectively. Fluctuations between the periods in the number of containers
purchased reflect (i) the amount of cash available to purchase containers; (ii)
demand for leasing new containers; (iii) the type of container purchased and
(iv) the purchase price of the container.

At September 30, 2004, the Partnership had no commitments to purchase
containers.

Capital Commitments: Redemptions

During the nine-month period ended September 30, 2004, the Partnership redeemed
13,102 units for a total dollar amount of $93. The Partnership used cash flow
from operations to pay for the redeemed units.

The Partnership invests working capital and cash flow from operations and
investing activities prior to its distribution to the partners in short-term,
liquid investments.

Results of Operations

The Partnership's income from operations, which consists primarily of rental
income less costs and expenses (including container depreciation, direct
container expenses, management fees, and reimbursement of administrative
expenses) is primarily affected by the size of its container fleet, the number
of containers it has on lease (utilization) and the rental rates received under
its leases. The current status of each of these factors is discussed below.

Size of Container Fleet

The following is a summary of the container fleet (in units) available for lease
during the nine-month periods ended September 30, 2004 and 2003:

2004 2003
---- ----

Beginning container fleet............... 25,499 24,682
Ending container fleet.................. 24,533 25,198
Average container fleet................. 25,016 24,940

The average container fleet increased slightly between the periods.

Utilization

Rental income and direct container expenses are also affected by the average
utilization of the container fleet, which was 90% and 84% during the nine-month
periods ended September 30, 2004 and 2003, respectively. The remaining container
fleet is off-lease and is being stored primarily at a large number of storage
depots. At September 30, 2004 and 2003, utilization was 96% and 84%,
respectively, and the Partnership's off-lease containers (in units) were located
in the following locations:

2004 2003
---- ----

Americas 442 1,322
Europe 185 705
Asia 261 1,907
Other 20 152
--- -----
Total off-lease containers 908 4,086
=== =====

Rental Rates

In addition to utilization, rental income is affected by daily rental rates.
Daily rental rates are different under different lease types. The two primary
lease types for the Partnership's containers are long term leases and master
leases. The average daily rental rate for the Partnership's containers decreased
5% from the nine-month period ended September 30, 2003 compared to the same
period in 2004 due to the declines in both master lease and long term lease
rates. The majority of the Partnership's rental income was generated from master
leases, but in the past several years an increasing percentage of the
Partnership's containers have been on lease under long term leases. At September
30, 2004 and 2003, 43% and 44%, respectively, of the Partnership's on-lease
containers were on lease under long term leases. Long term leases generally have
lower rental rates than master leases because the lessees have contracted to
lease the containers for several years and cannot return the containers prior to
the termination date without a penalty. Fluctuations in rental rates under
either type of lease generally will affect the Partnership's operating results.

Comparative Results of Operations

The following is a comparative analysis of the results of operations for the
three and nine-month periods ended September 30, 2004 and 2003:

Three months Nine months
ended Sept. 30 ended Sept. 30
-------------- --------------
2004 2003 2004 2003
---- ---- ---- ----

Rental income $3,047 $2,765 $8,883 $8,492
Income (loss) from operations $1,499 $ 64 ($4,442) $ 573

Percent change from previous year in:
Utilization 14% 15% 7% 33%
Average container fleet size -% 1% -% -%
Average rental rates (6%) (6%) (5%) (9%)

The loss from operations for the nine-month period ended September 30, 2004
resulted primarily from the write down of the Partnership's containers. See
"Other Income and Expenses: Write Down of Containers," and "Critical Accounting
Policies and Estimates: Container Impairment Estimates."

The Partnership's rental income increased $391, or 5%, from the nine-month
period ended September 30, 2003 to the comparable period in 2004 and $282, or
10%, from the three-month period ended September 30, 2003 to the comparable
period in 2004. The increases were due to increases in container rental income
and other rental income, which is discussed below. Income from container
rentals, the major component of total revenue, increased $332, or 5%, from the
nine-month period ended September 30, 2003 to the same period in 2004, and $219,
or 9%, from the three-month period ended September 30, 2003 to the comparable
period in 2004. These increases were primarily due to the increases in average
on-hire utilization, offset by the decline in average rental rates as detailed
in the above table.

Current Market Conditions for Leased Containers: Utilization was stable for most
of 2003 and demand remained strong during the first quarter of 2004 and
increased through the third quarter of 2004. Beginning in 2004, a worldwide
steel shortage caused significant increases in new container prices and limited
the number of new containers being built. As a result, demand for leased
containers increased further beginning in March and has remained strong through
the beginning of November.

Sale of Containers in Lower Demand Locations: Despite the increase in demand,
areas of lower demand for containers still exist due to a continuing trade
imbalance between Asia and the Americas and Europe. However, the number of
off-lease containers in these low demand locations has decreased, as lessees
have returned fewer containers to these locations and have also leased
containers from some of these location. The continuing sale of these off-lease
containers has also reduced the number of containers in these locations. In
recent years, market conditions in these low demand locations have driven a
small number of sales of off-lease containers. These sales resulted from the
high cost of repositioning containers from these areas. Before incurring high
repositioning costs, the Partnership generally weighs those costs against the
expected future rental stream from a container. If the repositioning costs are
too high when compared to the anticipated future rental revenues, the container
will be identified for sale, rather than repositioned. Older containers, in
particular, have been identified as for sale in low demand locations because
their expected future rental stream is reduced by their shorter remaining marine
life and by the shipping lines' preference for newer containers. Since older
containers were the most likely containers to be sold in low demand locations,
the relatively young age of the Partnership's fleet limited the number of sales
in these areas. If the currently contemplated sale of the Partnership's fleet
does not occur and the Partnership's fleet ages, sales of off-lease containers
in these low demand locations may continue, despite the improved conditions in
these areas. The number of the Partnership's off-lease containers in the
Americas and Europe, where most of these lower demand locations occur, is
detailed above in "Utilization."

Other Income and Expenses

The following is a discussion of other income earned and expenses incurred by
the Partnership:

Other Rental Income

Other rental income consists of other lease-related items, primarily income from
charges to lessees for dropping off containers in surplus locations less credits
granted to lessees for leasing containers from surplus locations (location
income), income from charges to lessees for handling related to leasing and
returning containers (handling income) and income from charges to lessees for a
Damage Protection Plan (DPP).

For the nine-month period ended September 30, 2004, other rental income was
$1,250, an increase of $59 from the equivalent period in 2003. The increase was
primarily due to increases in DPP and location income of $57 and $11,
respectively, offset by a decrease in handling income of $9.

Other rental income was $405 for the three-month period ended September 30,
2004, an increase of $63 from the equivalent period in 2003. The increase was
primarily due to an increase in location income of $98, offset by decreases in
handling and DPP income of $27 and $8, respectively.

Direct Container Expenses

Direct container expenses decreased $517, or 22%, from the nine-month period
ended September 30, 2003 to the same period in 2004. The decrease was primarily
due to the decreases in repositioning and storage expenses of $322 and $189,
respectively. The decline in repositioning expense was primarily due to fewer
containers being repositioned during the nine-month period ended September 30,
2004 than in the same period in 2003, offset by a higher average repositioning
cost per container. Storage expense decreased primarily due to the increase in
utilization noted above, offset by a slight increase in the average storage cost
per container.

Direct container expenses decreased $475, or 55%, from the three-month period
ending September 30, 2003 to the equivalent period in 2004, primarily due to
decreases in repositioning and storage expenses of $291 and $130, respectively.
The decline in repositioning expense was primarily due to fewer containers being
repositioned and a lower average repositioning cost per container during the
three-month period ended September 30, 2004 than in the same period in 2003.
Storage expense decreased primarily due to the increase in utilization noted
above, offset by a slight increase in the average storage cost per container.

Bad Debt Expense or Benefit

Bad debt expense was $138 and $55 for the nine-month periods ended September 30,
2004 and 2003, respectively, and $78 and $18 for the three-month periods ended
September 30, 2004 and 2003, respectively. Fluctuations in bad debt expense
reflect the adjustments to the bad debt reserve, after deductions have been
taken against the reserve, and are based on management's then current estimates
of the portion of accounts receivable that may not be collected, and which will
not be covered by insurance. These estimates are based primarily on management's
current assessment of the financial condition of the Partnership's lessees and
their ability to make their required payments. See "Critical Accounting Policies
and Estimates" below. The expenses recorded during the three and nine-month
periods ended September 30, 2004 and 2003 reflect higher reserve estimates,
after deductions had been taken against the reserve, from June 30, 2004 and 2003
and December 31, 2003 and 2002.

Depreciation Expense

Depreciation expense decreased $555, or 13%, from the nine-month period ended
September 30, 2003 to the comparable period in 2004 and $624, or 45%, from the
three-month period ended September 30, 2003 to the comparable period in 2004,
respectively. The declines were primarily due to the write-down recorded in June
2004, which reduced the carrying value of certain containers and resulted in a
lower depreciation expense during the third quarter of 2004. For a discussion of
the Partnership's depreciation policy, see "Critical Accounting Policies and
Estimates: Container Depreciation Estimates."

Write Down of Containers

Write Down of Containers Held for Continued Use: The Partnership evaluated the
recorded value of its container fleet at June 30, 2004, taking into
consideration the container sales prices in the letter of intent relating to the
sale of the Partnership's container fleet. The Partnership recorded a write down
of $6,411 to reduce the carrying value of some of the containers to their
anticipated per unit sales price. See "Critical Accounting Policies and
Estimates: Container Impairment Estimates."

Specific Containers Identified for Sale: The Partnership also evaluates the
recoverability of the recorded amount of container rental equipment for
containers identified for sale in the ordinary course of business and determines
whether a reduction to the carrying value of these containers is required. To
date, there have been no write downs recorded for specific containers identified
for sale.

Loss on Sale of Containers

(Gain) loss on sale of container was ($43) and $18 for the nine-month periods
ended September 30, 2004 and 2003, respectively, and ($133) and $18 for the
three-month periods ended September 30, 2004 and 2003, respectively. The amount
of gain or loss recorded on the sale of these containers has fluctuated due to
the specific conditions of the containers sold, the type of containers sold, the
location where the containers were sold and their net book value. The gains
recorded during the three and nine-month periods ended September 30, 2004 were
primarily due to the significant reduction in net book value as a result of the
June 2004 write-down.

Management Fees and General and Administrative Costs

Management fees to affiliates consist of equipment management fees, which are
primarily based on rental income, and incentive management fees, which are based
on the Partnership's limited and general partner distributions made from cash
from operations and partners' capital. The following details these fees for the
three and nine-month periods ended September 30, 2004 and 2003:

Three months Nine months
ended Sept. 30, ended Sept. 30,
--------------- ---------------
2004 2003 2004 2003
---- ---- ---- ----

Equipment management fees $214 $195 $622 $595
Incentive management fees 46 46 137 138
--- --- --- ---
Management fees to affiliates $260 $241 $759 $733
=== === === ===

Equipment management fees were comparable between the periods and were
approximately 7% of rental income for both the three and nine-month periods
ended September 30, 2004 and 2003. Incentive management fees were comparable
between the periods as the amount of distributions paid from cash from
operations was comparable.

General and administrative costs to affiliates increased $10, or 2%, from the
nine-month period ended September 30, 2003 to the same period in 2004 primarily
due to the increase in overhead costs allocated from TCC. These expenses
increased $8, or 6%, from the three-month period ended September 30, 2003 to the
comparable period in 2004 primarily due to an increase in overhead costs
allocated from TEM.

Contractual Obligations

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

The Partnership Agreement requires the Partnership to continue to pay these fees
and expenses to the General Partners and to reimburse the General Partners for
expenses incurred by them and other service providers. For the amount of fees
and reimbursements made to the General Partners for the three and nine-month
periods ended September 30, 2004 and 2003, see Note 2 to the Financial
Statements in Item 1. For the amount of fees and reimbursements made to other
service providers, see Other general and administrative expenses in the
Statements of Operations in Item 1.

Net Earnings (Loss) per Limited Partnership Unit

Three months Nine months
ended Sept. 30, ended Sept. 30,
--------------- ---------------
2004 2003 2004 2003
---- ---- ---- ----
Net earnings (loss) per limited
partnership unit $ 0.34 $0.01 ($ 1.01) $0.12
Net earnings (loss) allocated
to limited partners $1,498 $ 56 ($4,452) $ 551

Net earnings/loss per limited partnership unit fluctuates based on fluctuations
in net earnings/loss allocated to limited partners as detailed above. The
allocation of net earnings/loss for the nine-month periods ended September 30,
2004 and 2003 included a special allocation of gross income to the General
Partners of $70, and $26, respectively, in accordance with the Partnership
Agreement. As discussed above, the write down of some of the Partnership's
containers was the primary reason for the net loss incurred by the Partnership
during the nine-month period ended September 30, 2004.

Critical Accounting Policies and Estimates

Certain estimates and assumptions were made by the Partnership's management that
affect its financial statements. These estimates are based on historical
experience and on assumptions believed to be reasonable under the circumstances.
These estimates and assumptions form the basis for making judgments about the
carrying value of assets and liabilities. Actual results could differ.

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

Allowance for Doubtful Accounts: The allowance for doubtful accounts is based on
management's current assessment of the financial condition of the Partnership's
lessees and their ability to make their required payments. If the financial
condition of the Partnership's lessees were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be
required.

The General Partners have established a Credit Committee, which actively manages
and monitors the collection of receivables on at least a monthly basis. This
committee establishes credit limits for every lessee and potential lessee of
equipment, monitors compliance with these limits, monitors collection
activities, follows up on the collection of outstanding accounts, determines
which accounts should be written-off and estimates allowances for doubtful
accounts. As a result of actively managing these areas, the Partnership's
allowance for bad debt as a percentage of accounts receivable has ranged from 6%
to 11% and has averaged approximately 8% over the last 5 years. These allowances
have historically covered all of the Partnership's bad debts.

Container Depreciation Estimates: The Partnership depreciates its container
rental equipment based on certain estimates related to the container's useful
life and salvage value. The Partnership estimates a container's useful life to
be 12 years, an estimate which it has used since the Partnership's inception.
Prior to July 1, 2002, the Partnership estimated salvage value as a percentage
of equipment cost. Effective July 1, 2002, the Partnership revised its estimate
for container salvage value to an estimated dollar residual value, reflecting
current expectations of ultimate residual values.

The Partnership will evaluate the estimated residual values and remaining
estimated useful lives on an on-going basis and will revise its estimates as
needed. The Partnership will revise its estimate of residual values if it is
determined that these estimates are no longer reasonable based on recent sales
prices and revised assumptions regarding future sales prices. The Partnership
will revise its estimate of container useful life if it is determined that the
current estimates are no longer reasonable based on the average age of
containers sold and revised assumptions regarding future demand for leasing
older containers.

As a result, depreciation expense could fluctuate significantly in future
periods as a result of any revisions made to these estimates. A decrease in
estimated residual values or useful lives of containers would increase
depreciation expense, adversely affecting the Partnership's operating results.
Conversely, any increase in these estimates would result in a lower depreciation
expense, resulting in an improvement in operating results. These changes would
not affect cash generated from operations, as depreciation is a non-cash item.

Container Impairment Estimates: Write-downs of containers are made when it is
determined that the recorded value of the containers exceeds their estimated
fair value. Containers held for continued use and containers identified for sale
in the ordinary course of business are considered to have different estimated
fair values.

In determining estimated fair value for a container held for continued use,
management estimates the future undiscounted cash flows for the container and
considers other relevant information. Estimates of future undiscounted cash
flows require estimates about future rental revenues to be generated by the
container, future demand for leased containers, and the length of time for which
the container will continue to generate revenue.

At June 30, 2004, management used a different estimated fair value for these
containers, which took into account the possible sale of the Partnership's
entire container fleet. The estimated fair value used at June 30 was the
anticipated sales price from the letter of intent regarding this sale. When this
estimated fair value was compared to the recorded value of the Partnership's
containers, some of the recorded values were found to be higher. The Partnership
wrote down the containers with the higher recorded values to the estimated sales
price from the letter of intent.

As noted above, the Partnership also evaluates the recorded value of those
containers identified for sale in the ordinary course of its business,
separately from containers held for continued use. Containers identified for
sale in the ordinary course of business include those containers that have been
sold prior to the proposed arrangement for the sale of the Partnership's entire
container fleet, as well as those containers that are being sold individually
(usually when they come off-lease) without regard to that proposed sale. For
these routine sales made in the ordinary course of business, the Partnership has
used an estimated fair value of the estimated sales price for the container,
less estimated cost to sell. If this estimate is lower than the recorded value
of the container identified for sale, the container identified for sale would be
written down. To date, the Partnership has not recorded any write-downs of
containers identified for sale. See "Gain and Loss on Sale of Containers" above.

The Partnership will continue to monitor the recoverability of its containers.
Any write-downs or losses would adversely affect the Partnership's operating
results.

Risk Factors and Forward Looking Statements

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

Other risks of the Partnership's leasing operations include competition, the
cost of repositioning containers after they come off-lease, the risk of an
uninsured loss, including bad debts, the risk of technological obsolescence,
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 "Critical Accounting
Policies and Estimates" above for information on the Partnership's critical
accounting policies and how changes in those estimates could adversely affect
the Partnership's results of operations.

The Partnership has discussed the sale of its container fleet above under
"Possible Sale of Partnership Assets." This sale is subject to conditions,
including the finalization of the Asset Sale Agreement, completing negotiations
with the Purchaser, and receiving the approval of holders of the required number
of limited partner units. There is no assurance that this sale will be
completed.

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, 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. The
Partnership does not undertake any obligation to update forward-looking
statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Exchange Rate Risk

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 does pay a small amount
of its expenses in various foreign currencies. For the nine-month period ended
September 30, 2004, approximately 5% of the Partnership's expenses were paid in
15 different foreign currencies. As there are no significant payments made in
any one foreign currency, the Partnership does not hedge these expenses.

Item 4. Controls and Procedures

Based on an evaluation of the Partnership's disclosure controls and procedures
(as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934),
the managing general partner's principal executive officer and principal
financial officer have found those controls and procedures to be effective as of
the end of the period covered by the report. There has been no change in the
Partnership's internal control over financial reporting that occurred during the
Partnership's last fiscal quarter, and which has materially affected, or is
reasonably likely materially to affect, the Partnership's internal control over
financial reporting.

Part II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits 31.1 and 31.2 Certifications pursuant to Rules 13a-14 or
15d-14 of the Securities and Exchange Act of 1934.

Exhibits 32.1 and 32.2 Certifications pursuant to 18 U.S.C. Section
1350, as adopted, and regarding Section 906 of the Sarbanes-Oxley Act
of 2002.

SIGNATURES

Pursuant to the requirements 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
Chief Financial Officer

Date: November 12, 2004

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

Signature Title Date

________________________ Chief Financial Officer, Senior November 12, 2004
Ernest J. Furtado Vice President and Secretary

________________________ President November 12, 2004
John A. Maccarone

SIGNATURES

Pursuant to the requirements 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
Chief Financial Officer

Date: November 12, 2004

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

Signature Title Date

/s/Ernest J. Furtado
________________________________ Chief Financial Officer, Senior November 12, 2004
Ernest J. Furtado Vice President and Secretary

/s/John A. Maccarone
________________________________ President November 12, 2004
John A. Maccarone

EXHIBIT 31.1

CERTIFICATIONS

I, John A. Maccarone, certify that:

1. I have reviewed this quarterly report on form 10-Q of Textainer Equipment
Income Fund V, L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we
have:

a.) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;

b.) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

c.) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):

a.) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and

b.) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.

November 12, 2004

/s/ John A. Maccarone
_______________________________
John A. Maccarone
President and Director of TCC

EXHIBIT 31.2

CERTIFICATIONS

I, Ernest J. Furtado, certify that:

1. I have reviewed this quarterly report on form 10-Q of Textainer Equipment
Income Fund V, L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we
have:

a.) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;

b.) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

c.) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):

a.) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and

b.) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.

November 12, 2004

/s/ Ernest J. Furtado
________________________________________________
Ernest J. Furtado
Chief Financial Officer, Senior Vice President,
Secretary and Director of TCC

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. ss. 1350,
AS ADOPTED, REGARDING SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Textainer Equipment Income Fund V,
L.P., (the "Registrant") on Form 10-Q for the quarterly period ended September
30, 2004, as filed on November 12, 2004 with the Securities and Exchange
Commission (the "Report"), I, John A. Maccarone, the President and Director of
Textainer Capital Corporation ("TCC") and Principal Executive Officer of TCC,
the Managing General Partner of the Registrant, certify, pursuant to 18 U.S.C.
ss. 1350, as adopted, regarding Section 906 of the Sarbanes-Oxley Act of 2002,
that:

(i) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

(ii) The information contained in the Report fairly presents, in all
material respects, the financial condition, results of operations and
cash flows of the Registrant.

November 12, 2004

By /s/ John A. Maccarone
____________________________________
John A. Maccarone
President and Director of TCC

A signed original of this written statement required by Section 906 has been
provided to the Registrant and will be retained by the Registrant and furnished
to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. ss. 1350,
AS ADOPTED, REGARDING SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Textainer Equipment Income Fund V,
L.P., (the "Registrant") on Form 10-Q for the quarterly period ended September
30, 2004, as filed on November 12, 2004 with the Securities and Exchange
Commission (the "Report"), I, Ernest J. Furtado, Chief Financial Officer, Senior
Vice President, Secretary and Director of Textainer Capital Corporation ("TCC")
and Principal Financial and Accounting Officer of TCC, the Managing General
Partner of the Registrant, certify, pursuant to 18 U.S.C. ss. 1350, as adopted,
regarding Section 906 of the Sarbanes-Oxley Act of 2002, that:

(i) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

(ii) The information contained in the Report fairly presents, in all
material respects, the financial condition, results of operations and
cash flows of the Registrant.

November 12, 2004

By /s/ Ernest J. Furtado
_______________________________________________
Ernest J. Furtado
Chief Financial Officer, Senior Vice President,
Secretary and Director of TCC

A signed original of this written statement required by Section 906 has been
provided to the Registrant and will be retained by the Registrant and furnished
to the Securities and Exchange Commission or its staff upon request.