UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------
                                    FORM 10-Q




     [X]  Quarterly  Report  Pursuant  to Section 13 or 15(d) of the  Securities
          Exchange Act of 1934 
          For the fiscal quarter ended September 30, 1998


     [ ]  Transition  Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934
          For the transition period from              to


                         Commission file number 33-32258
                             -----------------------



                           PLM EQUIPMENT GROWTH FUND V
             (Exact name of registrant as specified in its charter)


California                                                   94-3104548
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

One Market, Steuart Street Tower
Suite 800, San Francisco, CA                                  94105-1301
(Address of principal                                         (Zip code)
executive offices)



       Registrant's telephone number, including area code: (415) 974-1399
                             -----------------------


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 ____








                                                PLM EQUIPMENT GROWTH FUND V
                            (A Limited Partnership)
                                 BALANCE SHEETS
                 (in thousands of dollars, except unit amounts)

<TABLE>
<CAPTION>



                                                                            September 30,           December 31,
                                                                               1998                 1997
                                                                         --------------------------------------
<S>                                                                        <C>                    <C>        
Assets

Equipment held for operating lease, at cost                                $   110,253            $   104,902
Less accumulated depreciation                                                  (67,439 )              (62,320)
                                                                          --------------------------------------
  Net equipment                                                                 42,814                 42,582

Cash and cash equivalents                                                        1,850                  9,884
Restricted cash                                                                    108                    111
Accounts receivable, net of allowance for doubtful
    accounts of $102 in 1998 and $113 in 1997                                    2,450                  3,229
Investments in unconsolidated special-purpose entities                          15,538                 22,758
Prepaid expenses and other assets                                                   10                    114
Deferred charges, net of accumulated amortization of
    $974 in 1998 and $948 in 1997                                                  328                    435
Equipment acquisition deposit                                                       --                    920
                                                                          --------------------------------------

      Total assets                                                         $    63,098            $    80,033
                                                                          ======================================


Liabilities and partners' capital


Liabilities:

Accounts payable and accrued expenses                                      $       574            $     1,826
Due to affiliates                                                                  531                    477
Lessee deposits and reserve for repairs                                          1,804                  1,644
Note payable                                                                    25,553                 32,000
                                                                          --------------------------------------
    Total liabilities                                                           28,462                 35,947
                                                                          --------------------------------------

Partners' capital:

Limited partners (9,081,028 limited partnership units as of
    September 30, 1998 and 9,086,608 as of December 31, 1997)                   34,636                 44,086
General Partner                                                                     --                     --
                                                                          --------------------------------------
    Total partners' capital                                                     34,636                 44,086
                                                                          --------------------------------------

      Total liabilities and partners' capital                              $    63,098            $    80,033
                                                                          ======================================


</TABLE>









                       See accompanying notes to financial
                                  statements.





<PAGE>





                           PLM EQUIPMENT GROWTH FUND V
                            (A Limited Partnership)
                            STATEMENTS OF OPERATIONS
        (in thousands of dollars, except weighted-average unit amounts)

<TABLE>
<CAPTION>


                                                     For the Three Months                 For the Nine Months
                                                      Ended September 30,                 Ended September 30,
                                                        1998          1997                1998             1997
                                                 --------------------------------------------------------------------
<S>                                                <C>             <C>                 <C>              <C>      
Revenues

Lease revenue                                      $   5,464       $   7,218           $  17,227        $  23,556
Interest and other income                                 50              61                 311              190
Net gain on disposition of equipment                     162             193                 655            2,418
                                                 --------------------------------------------------------------------
    Total revenues                                     5,676           7,472              18,193           26,164
                                                 --------------------------------------------------------------------

Expenses

Depreciation and amortization                          2,856           3,994               8,376           12,122
Management fees to affiliate                             274             374                 848            1,149
Repairs and maintenance                                  564             787               1,339            2,208
Equipment operating expenses                             489           1,277               3,160            5,289
Interest expense                                         480             618               1,526            1,935
Insurance expense to affiliate                      7                    146                 (49)             582
Other insurance expense                                   93             290                 171              742
General and administrative expenses
      to affiliates                                      213             282                 684              748
Other general and administrative expenses                135             158                 429              497
Provision for bad debt                                    14             209                  46              588
                                                 --------------------------------------------------------------------
    Total expenses                                     5,125           8,135              16,530           25,860
                                                 --------------------------------------------------------------------

Equity in net income (loss) of unconsolidated
      special-purpose entities                            98            (189 )               403              165
                                                 --------------------------------------------------------------------

Net income (loss)                                  $     649       $    (852 )         $   2,066        $     469
                                                 ====================================================================

Partners' share of net income (loss):

Limited partners                                   $     458       $  (1,044 )         $   1,492        $    (107)
General Partner                                          191             192                 574              576
                                                 --------------------------------------------------------------------

Total                                              $     649       $    (852 )         $   2,066        $     469
                                                 ====================================================================

Net income (loss) per  weighted-average
      limited partnership unit                     $    0.05       $   (0.11 )         $    0.16        $   (0.01)
                                                 ====================================================================

Cash distributions                                 $   3,824       $   3,825           $  11,474        $  11,520
                                                 ====================================================================
Cash distributions per weighted-average
      limited partnership unit                     $    0.40       $    0.40           $    1.20        $    1.20
                                                 ====================================================================

</TABLE>







                       See accompanying notes to financial
                                  statements.

<PAGE>

                           PLM EQUIPMENT GROWTH FUND V
                            ( A Limited Partnership)
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                      For the period from December 31, 1996
                 to September 30, 1998 (in thousands of dollars)

<TABLE>
<CAPTION>



                                                            Limited              General
                                                           Partners              Partner                    Total
                                                        ----------------------------------------------------------


<S>                                                       <C>                    <C>                  <C>        
Partners' capital as of December 31, 1996                 $    52,296            $     --             $    52,296

Net income                                                      7,154                 767                   7,921

Repurchase of limited partnership units                          (785)                 --                    (785)

Cash distribution                                             (14,579)               (767)                (15,346)
                                                        ------------------------------------------------------------

  Partners' capital as of December 31, 1997                    44,086                  --                  44,086

Net income                                                      1,492                 574                   2,066

Repurchase of limited partnership units                           (42)                 --                     (42)

Cash distribution                                             (10,900)               (574)                (11,474)
                                                        ------------------------------------------------------------

  Partners' capital as of September 30, 1998              $    34,636            $     --             $    34,636
                                                        ============================================================

</TABLE>















                       See accompanying notes to financial
                                  statements.


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                            (A Limited Partnership)
                            STATEMENTS OF CASH FLOWS
                           (in thousands of dollars)

<TABLE>
<CAPTION>

                                                                                     For the Nine Months
                                                                                     Ended September 30,

                                                                                  1998          1997
                                                                              ---------------------------
<S>                                                                            <C>             <C>       
Operating activities

Net income                                                                     $    2,066      $      469
Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
  Depreciation and amortization                                                     8,376          12,122
  Net gain on disposition of equipment                                               (655 )        (2,418)
  Equity in net income from unconsolidated
      special-purpose entities                                                       (403 )          (165)
  Changes in operating assets and liabilities, net:
    Restricted cash                                                                     3             403
    Accounts receivable, net                                                          779            (586)
    Prepaid expenses and other assets                                                 104             490
    Accounts payable and accrued expenses                                          (1,252 )            10
    Due to affiliates                                                                (144 )           (87)
    Lessee deposits and reserve for repairs                                           160          (1,270)
                                                                             -----------------
                                                                                             ---------------
      Net cash provided by operating activities                                     9,034           8,968
                                                                             -------------------------------

Investing activities
Payments for equipment purchases and capital improvements                          (8,285 )          (155)
Payments of acquisition fees to affiliate                                            (414 )            --
Payments of lease negotiation fees to affiliate                                       (92 )            --
Investment in and equipment purchased and placed in
      unconsolidated special-purpose entities                                          --          (9,110)
Liquidation proceeds from unconsolidated
      special-purpose entity                                                        3,724              --
Distributions from unconsolidated special-purpose entities                          3,899           2,111
Proceeds from disposition of equipment                                              1,865           5,379
                                                                             -------------------------------
      Net cash provided by (used in) investing activities                             697          (1,775)
                                                                             -------------------------------

Financing activities
Payments of short-term note payable                                                (1,600 )        (2,463)
Payments of note payable                                                           (6,447 )        (4,500)
Proceeds from short-term note payable                                               1,600           9,110
Cash received from affiliates                                                         198              --
Cash distributions paid to limited partners                                       (10,900 )       (10,944)
Cash distributions paid to General Partner                                           (574 )          (576)
Repurchase of limited partnership units                                               (42 )          (785)
                                                                             -------------------------------
      Net cash used in financing activities                                       (17,765 )       (10,158)
                                                                             -------------------------------

Net decrease in cash and cash equivalents                                          (8,034 )        (2,965)
Cash and cash equivalents at beginning of period                                    9,884           4,662
                                                                             -------------------------------
Cash and cash equivalents at end of period                                     $    1,850      $    1,697
                                                                             ===============================

Supplemental information
Interest paid                                                                  $    1,595      $    1,993
                                                                               =============================
Supplemental disclosure of noncash investing and financing activities:
  Sale proceeds included in accounts receivable                                $        4      $       --
                                                                             ===============================
</TABLE>



                       See accompanying notes to financial
                                  statements.

<PAGE>

                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1998

1.   Opinion of Management

In the opinion of the  management  of PLM Financial  Services,  Inc. (FSI or the
General Partner),  the accompanying  unaudited financial  statements contain all
adjustments  necessary,  consisting  primarily of normal recurring accruals,  to
present  fairly the  financial  position  of PLM  Equipment  Growth  Fund V (the
Partnership)  as of September 30, 1998 and December 31, 1997,  the statements of
operations for the three and nine months ended  September 30, 1998 and 1997, the
statements of changes in partners' capital for the period from December 31, 1996
to September  30,  1998,  and the  statements  of cash flows for the nine months
ended  September 30, 1998 and 1997.  Certain  information  and note  disclosures
normally included in financial  statements prepared in accordance with generally
accepted  accounting   principles  have  been  condensed  or  omitted  from  the
accompanying financial statements. For further information,  reference should be
made to the financial statements and notes thereto included in the Partnership's
Annual  Report on Form 10-K for the year ended  December 31, 1997,  on file with
the Securities and Exchange Commission.

2.   Repurchase of Limited Partnership Units

In 1997,  the  Partnership  agreed to  repurchase  approximately  9,000  limited
partnership units in 1998 for an aggregate purchase price of up to $0.1 million.
During the nine months ended September 30, 1998, the Partnership had repurchased
5,580 limited partnership units for $42,000.  The General Partner may repurchase
the additional units in the future.

3.   Cash Distributions

Cash  distributions  are  recorded  when paid and totaled $3.8 million and $11.5
million  for the  three  and nine  months  ended  September  30,  1998 and 1997,
respectively.  Cash  distributions  to limited  partners in excess of net income
represent a return of capital.  Cash  distributions  to the limited  partners of
$9.4 million and $10.9 million for the nine months ended  September 30, 1998 and
1997, respectively, were deemed to be a return of capital. Cash distributions of
$0.5 million,  relating to the results from the third quarter of 1998, were paid
during the fourth  quarter of 1998 to the  investors  that  elected to receive a
monthly cash distribution.

4.   Transactions with General Partner and Affiliates

The Partnership's  proportional share of the affiliated expenses incurred by the
unconsolidated  special-purpose  entities (USPEs) during 1998 and 1997 is listed
in the following table (in thousands of dollars):

<TABLE>
<CAPTION>

                                                     For the Three Months                 For the Nine Months
                                                      Ended September 30,                 Ended September 30,

                                                        1998          1997                1998             1997
                                                 --------------------------------------------------------------------
<S>                                                <C>             <C>                 <C>              <C>      
Management fees                                    $      90       $      66           $     276        $     203
Data processing and administrative
   expenses                                               20              15                  69               47
Insurance expense                                          5              47                  11              195

</TABLE>

Transportation  Equipment  Indemnity  Company,  Ltd.  (TEI), an affiliate of the
General   Partner,   provided   certain  marine   insurance   coverage  for  the
Partnership's  equipment and other insurance  brokerage services during 1998 and
1997.  TEI did not provide the same level of insurance  coverage  during 1998 as
had been provided  during 1997.  These services were provided by an unaffiliated
third party.

During 1998,  the  Partnership  received a $0.1 million  loss-of-hire  insurance
refund  from TEI due to lower  claims  from the  insured  Partnership  and other
insured affiliated partnerships.

<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1998

4.   Transactions with General Partner and Affiliates (continued)

The balance due to affiliates as of September 30, 1998 includes $0.2 million due
to FSI and its affiliate for management  fees and $0.3 million due to affiliated
USPEs.  The balance due to  affiliates  as of December  31, 1997  includes  $0.4
million due to FSI and its affiliate for management fees and $0.1 million due to
affiliated USPEs.

The Partnership's  proportional share of USPE-affiliated management fees of $0.1
million was payable as of September 30, 1998 and December 31, 1997.

During the nine months ended  September 30, 1998,  the  Partnership  purchased a
marine  vessel  at a cost  of  $9.2  million  and  paid  FSI  $0.5  million  for
acquisition and lease negotiation fees.

5.   Equipment

Owned  equipment  held for operating  lease is stated at cost. The components of
owned  equipment  held for  operating  leases are as follows  (in  thousands  of
dollars):

<TABLE>
<CAPTION>

                                              September 30,          December 31,
                                                 1998                 1997
                                            -------------------------------------

<S>                                           <C>                  <C>        
Aircraft                                      $   49,838           $    49,838
Marine vessels                                    25,890                16,276
Marine containers                                 13,805                17,592
Rail equipment                                    11,428                11,500
Trailers                                           9,292                 9,696
                                            -------------        --------------
                                                 110,253               104,902
Less accumulated depreciation                    (67,439 )             (62,320)
    Net equipment                             $   42,814           $    42,582
                                            =============        ==============

</TABLE>

As of September  30, 1998 and December 31,  1997,  all of the  equipment  was on
lease or operating in PLM-affiliated short-term trailer rental facilities.

During March 1998, the  Partnership  purchased a marine vessel for $9.6 million,
including  acquisition  fees of $0.4 million paid to FSI. The Partnership made a
deposit of $0.9 million  toward this purchase in 1997,  which is included in the
balance sheet as of December 31, 1997 as an equipment acquisition deposit.

During the nine months ended  September 30, 1998,  the  Partnership  disposed of
marine containers,  railcars, and trailers,  with an aggregate net book value of
$1.2 million, for $1.9 million.

During the nine months ended September 30, 1997, the Partnership  disposed of an
aircraft engine, marine containers,  trailers,  and a railcar, with an aggregate
net book value of $3.0 million, for $5.4 million, which included $1.5 million of
unused engine reserves.








                      (this space intentionally left blank)

<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1998

6.   Investments in Unconsolidated Special-Purpose Entities

The net investments in USPEs include the following  jointly-owned  equipment and
related assets and liabilities (in thousands of dollars):

<TABLE>
<CAPTION>

                                                                              September 30,        December 31,
                                                                                 1998                 1997
                                                                             ---------------------------------------
   <S>                                                                         <C>                  <C>         
   48% interest in an entity owning a product tanker                           $      6,989         $      8,266




   25% interest in a trust owning two commercial aircraft on direct
            finance lease                                                             2,772                2,863
   17% interest in two trusts owning three commercial aircraft, two
            aircraft engines, and a portfolio of aircraft rotables                    2,222                4,027
   50% interest in an entity owning a bulk carrier                                    2,011                2,277
   50% interest in an entity owning a product tanker                                  1,544                1,547
   60% interest in a trust that owned a commercial aircraft                              --                3,778
      Net investments                                                          $     15,538         $     22,758
                                                                             ===============      ===============
</TABLE>

During the nine months  ended  September  30,  1998,  the  Partnership  received
liquidating  proceeds of $3.7 million from the sale of its interest in an entity
that owned a commercial aircraft which approximated the net book value.

7.   Debt

The  Partnership  made the  regularly  scheduled  installment  payments  of $5.9
million to the lender of the senior loan during the nine months ended  September
30, 1998. The Partnership  also paid the lender of the senior loan an additional
$0.5 million from equipment sale proceeds, as required by the loan agreement.

The General  Partner  entered  into a  short-term,  joint $50.0  million  credit
facility.  This facility was amended on June 1, 1998 to temporarily increase the
borrowing  capacity of American  Finance Group,  Inc. (AFG), a subsidiary of PLM
International,  Inc.,  from $50.0 million to $55.0  million  until  September 1,
1998. On June 8, 1998,  this facility was amended again to temporarily  increase
AFG's borrowing capacity from $55.0 million to $60.0 million until July 8, 1998.
As of September 30, 1998, the  Partnership had no borrowing under the short-term
joint $50.0 million credit facility. Among the other eligible borrowers, AFG had
borrowings of $44.2 million,  and TEC Acquisub,  Inc., an indirect  wholly-owned
subsidiary of PLM International,  Inc., had borrowings of $0.3 million under the
short-term  joint,  $50.0 million  credit  facility as of September 30, 1998. No
other eligible borrower had any outstanding borrowings.

When the short-term,  joint $50.0 million credit facility expired on November 2,
1998,  the General  Partner did not include the  Partnership in the extension of
the facility as the Partnership will not make any further equipment purchases.

8.   Net Income (Loss) Per Weighted-Average Partnership Unit

Net income (loss) per weighted-average Partnership unit was computed by dividing
net income  (loss)  attributable  to limited  partners  by the  weighted-average
number  of  Partnership  units  deemed   outstanding   during  the  period.  The
weighted-average number of Partnership units deemed outstanding during the three
and  nine  months  ended   September  30,  1998  was  9,081,028  and  9,081,849,
respectively.   The   weighted-average   number  of  Partnership   units  deemed
outstanding  during  the three and nine  months  ended  September  30,  1997 was
9,087,685 and 9,114,033, respectively.

<PAGE>

                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1998

9.   Contingencies

PLM International, Inc. (the Company) and various of its affiliates are named as
defendants  in a lawsuit  filed as a class  action on  January  22,  1997 in the
Circuit Court of Mobile County,  Mobile,  Alabama,  Case No. CV-97-251 (the Koch
action).  The plaintiffs,  who filed the complaint on their own and on behalf of
all class members similarly situated, are six individuals who allegedly invested
in certain California  limited  partnerships (the Funds) for which the Company's
wholly-owned  subsidiary,  FSI,  acts  as the  general  partner,  including  the
Partnership,  PLM Equipment  Growth Funds IV and VI, and PLM Equipment  Growth &
Income  Fund VII.  The  complaint  asserts  eight  causes of action  against all
defendants,   as   follows:   fraud   and   deceit,    suppression,    negligent
misrepresentation  and  suppression,   intentional  breach  of  fiduciary  duty,
negligent  breach  of  fiduciary  duty,  unjust  enrichment,   conversion,   and
conspiracy.  Additionally,  plaintiffs  allege a cause  of  action  against  PLM
Securities Corp. for breach of third party beneficiary contracts in violation of
the  National   Association  of  Securities  Dealers  rules  of  fair  practice.
Plaintiffs  allege that each  defendant  owed  plaintiffs  and the class certain
duties due to their  status as  fiduciaries,  financial  advisors,  agents,  and
control persons. Based on these duties,  plaintiffs assert liability against the
defendants  for improper  sales and marketing  practices,  mismanagement  of the
Funds, and concealing such mismanagement from investors in the Funds.
Plaintiffs  seek  unspecified  compensatory  and recissory  damages,  as well as
punitive  damages,  and have offered to tender their limited  partnership  units
back to the defendants.

In March 1997,  the  defendants  removed the Koch action from the state court to
the United States District Court for the Southern District of Alabama,  Southern
Division (Civil Action No. 97-0177-BH-C) based on the district court's diversity
jurisdiction,  following which plaintiffs filed a motion to remand the action to
the state court. In September 1997, the district court denied plaintiffs' motion
and dismissed  without  prejudice the individual  claims of the California class
representative,  reasoning that he had been fraudulently  joined as a plaintiff.
In October 1997,  defendants filed a motion to compel arbitration of plaintiffs'
claims,  based on an agreement to arbitrate contained in the limited partnership
agreement of each Funds, and to stay further  proceedings pending the outcome of
such arbitration.  Notwithstanding  plaintiffs'  opposition,  the district court
granted the motion in December 1997.

Following  various  unsuccessful  requests  that the district  court  reverse or
otherwise amend its decisions,  plaintiffs  filed with the U.S. Court of Appeals
for the  Eleventh  Circuit a notice of appeal from the  district  court's  order
granting  defendants'  motion to compel arbitration and to stay the proceedings,
and of the  district  court's  order  denying  plaintiffs'  motion to remand and
dismissing the claims of the California  plaintiff.  This appeal was voluntarily
dismissed by plaintiffs in June 1998 pending  settlement of the Koch action,  as
discussed below.

On June 5, 1997, the Company and the  affiliates who are also  defendants in the
Koch action were named as defendants in another  purported class action filed in
the San Francisco  Superior Court,  San Francisco,  California,  Case No. 987062
(the Romei action).  The plaintiff is an investor in the Partnership,  and filed
the  complaint  on her own behalf and on behalf of all class  members  similarly
situated who invested in certain California  limited  partnerships for which FSI
acts as the general partner, including the Funds. The complaint alleges the same
facts and the same  nine  causes  of  action  as in the Koch  action,  plus five
additional  causes  of  action  against  all  of  the  defendants,  as  follows:
violations of California  Business and Professions  Code Sections 17200, et seq.
for  alleged  unfair  and  deceptive   practices,   constructive  fraud,  unjust
enrichment, violations of California Corporations Code Section 1507, and a claim
for treble damages under California Civil Code Section 3345.

On July 31, 1997, the defendants  filed with the district court for the Northern
District of California  (Case No. C-97-2847 WHO) a petition (the petition) under
the Federal  Arbitration Act seeking to compel arbitration of plaintiff's claims
and for an order staying the state court proceedings  pending the outcome of the
arbitration.  In connection with this motion,  plaintiff agreed to a stay of the
state court  action  pending the  district  court's  decision on the petition to
compel  arbitration.  In October 1997,  the district  court denied the Company's
petition  to  compel  arbitration  and in  November  1997,  agreed  to hear  the
Company's motion for  reconsideration  of this order. The hearing on this motion
has been taken off

<PAGE>

                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1998

9.   Contingencies (continued)

calendar and the district court has dismissed the petition pending settlement of
the Romei action,  as discussed  below.  The state court action  continues to be
stayed  pending  such  resolution.  In  connection  with her  opposition  to the
petition to compel  arbitration,  the plaintiff filed an amended  complaint with
the state court in August 1997 alleging two new causes of action for  violations
of the California Securities Law of 1968 (California  Corporations Code Sections
25400 and 25500) and for  violation of  California  Civil Code Sections 1709 and
1710. Plaintiff also served certain discovery requests on defendants. Because of
the stay, no response to the amended  complaint or to the discovery is currently
required.

In May 1998, all parties to the Koch and Romei actions entered into a memorandum
of  understanding  (MOU)  related to the  settlement of those  actions.  The MOU
contemplates  a settlement  and release of all claims in exchange for payment of
up to $6.0  million.  The final  settlement  amount will depend on the number of
authorized   claims   filed  by   authorized   claimants,   the  amount  of  the
administrative costs incurred in connection with the settlement,  and the amount
of attorneys' fees awarded by the Alabama  district court.  The Company will pay
up to $0.3  million of the  settlement,  with the  remainder  being funded by an
insurance  policy.  The defendants  will continue to deny each of the claims and
contentions and admit no liability in connection  with the proposed  settlement.
The settlement remains subject to numerous conditions, including but not limited
to (a)  agreement and  execution by the parties of a settlement  agreement,  (b)
notice  to and  certification  of the  class  for  settlement  purposes  and (c)
preliminary and final approval of the settlement by the Alabama  district court.
The Company  continues  to believe  that the  allegations  of the Koch and Romei
actions  are  completely  without  merit and  intends to continue to defend this
matter vigorously if the settlement is not consummated.

10.      Subsequent Event

Based on current operating lease revenues and near-term  trends,  during October
1998,  the  General  Partner  made the  decision  to  reduce  the  level of cash
distribution from 8% to 0% for the quarter ended September 30, 1998.

As a result of this decision, monthly investors that received third quarter cash
distributions totalling $1.5 million during the third and fourth quarter of 1998
in advance of the quarterly investors,  will have their future cash distribution
reduced, or withheld, until the overpaid amount related to the third quarter has
been reimbursed.













                      (this space intentionally left blank)



<PAGE>


Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
 
(I)      RESULTS OF OPERATIONS

Comparison  of PLM  Equipment  Growth  Fund  V's (the  Partnership's)  Operating
Results for the Three Months Ended September 30, 1998 and 1997

(A)       Owned Equipment Operations

Lease  revenues  less  direct  expenses  (defined  as  expenses  for  repair and
maintenance,   equipment  operation,  and  asset-specific  insurance)  on  owned
equipment  decreased  during the three  months  ended  September  30,  1998 when
compared to the same period of 1997. The following table presents lease revenues
less direct expenses by owned equipment type (in thousands of dollars):

<TABLE>
<CAPTION>

                                                                           For the Three Months
                                                                            Ended September 30,
                                                                          1998               1997
                                                                      -------------------------------
<S>                                                                     <C>               <C>     
Aircraft                                                                $  2,205          $  2,393
Marine vessels                                                               981               902
Trailers                                                                     522               450
Rail equipment                                                               437               460
Marine containers                                                            182               524

</TABLE>

Aircraft:  Aircraft  lease  revenues and direct  expenses  were $2.2 million and
$22,000,  respectively,  for the three months ended September 30, 1998, compared
to $2.4 million and $21,000,  respectively,  during the same period of 1997. The
decrease in aircraft  contribution was due to the sale of two commuter  aircraft
during the fourth quarter of 1997.

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $1.7
million and $0.7 million, respectively, for the three months ended September 30,
1998, compared to $3.0 million and $2.1 million,  respectively,  during the same
period of 1997. The increase in marine vessel  contribution  was due to the sale
of two marine  vessels  during the  fourth  quarter of 1997 that were  operating
under a voyage  charter and that had  significantly  higher  lease  revenues and
operating costs, which was offset by the purchase of an additional marine vessel
in 1998 that was operating  under a bareboat  charter which produces lower lease
revenues and practically no operating costs.

Trailers:  Trailer lease revenues and direct expenses were $0.7 million and $0.2
million,  respectively,  for the three months ended September 30, 1998 and 1997.
Trailer  contribution  increased  during the third  quarter of 1998 due to lower
repairs required during 1998 when compared to the same period of 1997.

Rail  equipment:  Rail equipment  lease  revenues and direct  expenses were $0.6
million and $0.2 million, respectively, for the three months ended September 30,
1998 and 1997. The decrease in railcar  contribution was due to required repairs
to certain railcars in the third quarter of 1998 that were not needed during the
same period of 1997.

Marine containers: Marine container lease revenues and direct expenses were $0.2
million and $3,000, respectively, for the three months ended September 30, 1998,
compared to $0.5  million and  $4,000,  respectively,  during the same period of
1997.  The  number  of  marine  containers  owned  by the  Partnership  has been
declining over the past 12 months due to sales and  dispositions.  The result of
this declining fleet has been a decrease in marine container contribution.

(B) Indirect Expenses Related to Owned Equipment Operations

Total indirect expenses of $4.0 million for the quarter ended September 30, 1998
decreased from $5.6 million for the same period in 1997.  Significant  variances
are explained as follows:

     (1) A $1.1 million decrease in depreciation and amortization  expenses from
1997  levels was caused  primarily  by the sale of two  marine  vessels  and two
commuter aircraft during 1997, along with the double-declining balance method of
depreciation  which results in greater  depreciation in the first years an asset
is owned.  These  decreases  were  partially  offset by the purchase of a marine
vessel during the first quarter of 1998.

     (2) A $0.2 million  decrease in the  provision  for bad debts  reflects the
General  Partner's  evaluation of the  collectibility  of  receivables  due from
certain lessees.

     (3) A $0.1 million  decrease in interest expense was due to a lower average
outstanding debt balance when compared to the same period of 1997.

     (4) A $0.1 million  decrease in  management  fees to  affiliate  was due to
lower lease revenues.

     (5) A $0.1  million  decrease in  administrative  expenses was due to lower
costs for professional  services needed to collect past due receivables due from
certain  nonperforming  lessees and lower costs  associated with the Partnership
trailers at the PLM-affiliated short-term rental yards.

(C) Net Gain on Disposition of Owned Equipment

The net gain on the  disposition  of  equipment  for the third  quarter  of 1998
totaled $0.2 million,  which  resulted from the sale of marine  containers and a
trailer,  with an aggregate net book value of $0.2 million, for proceeds of $0.4
million.  Net gain on  disposition  of equipment  for the third  quarter of 1997
totaled $0.2 million,  which resulted from the sale of marine containers with an
aggregate net book value of $0.5 million, for proceeds of $0.7 million.

(D)  Equity in Net  Income  (Loss) of  Unconsolidated  Special-Purpose  Entities
(USPEs)

Net income (loss) generated from the operation of jointly-owned assets accounted
for under the equity  method is shown in the following  table by equipment  type
(in thousands of dollars):

<TABLE>
<CAPTION>

                                                                           For the Three Months
                                                                            Ended September 30,
                                                                          1998               1997
                                                                      -------------------------------
<S>                                                                     <C>               <C>     
Aircraft, rotable components, and aircraft engines                      $    123          $    303
Marine vessels                                                               (25)             (492 )
    Equity in net income (loss) of USPEs                                $     98          $   (189 )
                                   ==================================================================
</TABLE>

Aircraft, rotable components, and aircraft engines: As of September 30, 1998 and
1997,  the  Partnership  had an interest in two trusts that own a total of three
commercial aircraft, two aircraft engines, and a portfolio of aircraft rotables,
and an interest in an entity owning two commercial  aircraft on a direct finance
lease. During the third quarter of 1998, revenues of $0.3 million were offset by
depreciation and administrative expenses of $0.2 million. During the same period
of 1997,  lease  revenues  of $0.6  million  were  offset  by  depreciation  and
administrative  expenses of $0.3 million. The decrease in lease revenues was due
to the  renewal  of the  leases  for three  commercial  aircraft,  two  aircraft
engines,  and a portfolio of aircraft rotables at a lower rate than was in place
during the same period of 1997. The decrease in depreciation and  administrative
expenses was due to the  double-declining  balance method of depreciation  which
results in greater depreciation in the first years an asset is owned.

Marine  vessels:  As of September 30, 1998 and 1997,  the  Partnership  owned an
interest in three entities  owning a total of three marine  vessels.  During the
third  quarter  of  1998,   lease  revenues  of  $1.6  million  were  offset  by
depreciation and administrative expenses of $1.6 million. During the same period
of 1997,  lease  revenues  of $1.0  million  were  offset  by  depreciation  and
administrative  expenses of $1.5 million. The primary reason for the increase in
lease revenues and depreciation and administrative  expenses during 1998 was due
to the  purchase of an  interest  in an entity that owns a marine  vessel on the
last day of the third quarter of 1997.

(E)      Net Income (Loss)

As a result of the foregoing,  the Partnership's net income for the three months
ended  September  30,  1998 was  $0.6  million,  compared  to a net loss of $0.9
million  during the same period in 1997.  The  Partnership's  ability to operate
assets,  liquidate  assets,  and re-lease  those  assets whose leases  expire is
subject to many factors, and the Partnership's  performance in the third quarter
of 1998 is not necessarily indicative of future periods. In the third quarter of
1998, the Partnership distributed $3.6 million to the limited partners, or $0.40
per weighted-average limited partnership unit.

Comparison  of the  Partnership's  Operating  Results for the Nine Months  Ended
September 30, 1998 and 1997

(A)      Owned Equipment Operations

Lease  revenues  less  direct  expenses  (defined  as  expenses  for  repair and
maintenance,   equipment  operation,  and  asset-specific  insurance)  on  owned
equipment  decreased  during the nine months  ended  September  30,  1998,  when
compared to the same period of 1997. The following table presents lease revenues
less direct expenses by owned equipment type (in thousands of dollars):

<TABLE>
<CAPTION>

                                                                            For the Nine Months
                                                                            Ended September 30,
                                                                          1998               1997
                                                                      -------------------------------
<S>                                                                     <C>               <C>     
Aircraft and aircraft engines                                           $  6,611          $  7,346
Marine vessels                                                             2,056             2,854
Trailers                                                                   1,538             1,333
Rail equipment                                                             1,484             1,577
Marine containers                                                            944             1,656

</TABLE>

Aircraft and aircraft engines:  Aircraft lease revenues and direct expenses were
$6.7 million and $0.1 million, respectively, for the nine months ended September
30, 1998,  compared to $7.4 million and $0.1 million,  respectively,  during the
same period of 1997. The decrease in aircraft  contribution  was due to the sale
of two commuter aircraft and an aircraft engine during 1997.

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $5.7
million and $3.6 million,  respectively, for the nine months ended September 30,
1998, compared to $10.6 million and $7.8 million, respectively,  during the same
period of 1997. The decrease in marine vessel  contribution  was due to the sale
of two marine  vessels  during the fourth  quarter of 1997,  which was offset in
part by the purchase of an  additional  marine  vessel during March 1998 and the
receipt of a $0.1  million  loss-of-hire  insurance  refund from  Transportation
Equipment Indemnity Company,  Ltd., an affiliate of the General Partner,  due to
lower  claims  from  the  insured   Partnership  and  other  insured  affiliated
partnerships.

Trailers:  Trailer lease revenues and direct expenses were $2.0 million and $0.5
million, respectively, for the nine months ended September 30, 1998, compared to
$2.0  million and $0.6  million,  respectively,  during the same period of 1997.
Trailer  contribution  increased  during  the nine  months  of 1998 due to fewer
maintenance  repairs needed to trailers at the PLM affiliated  rental yards when
compared to the same period of 1997.

Rail  equipment:  Rail equipment  lease  revenues and direct  expenses were $1.9
million and $0.4 million,  respectively, for the nine months ended September 30,
1998, compared to $1.9 million and $0.3 million,  respectively,  during the same
period of 1997. The decrease in railcar contribution was due to required repairs
to certain  railcars  during the nine months of 1998 that were not needed during
the same period of 1997.

Marine containers: Marine container lease revenues and direct expenses were $1.0
million and $9,000, respectively,  for the nine months ended September 30, 1998,
compared to $1.7  million and $14,000,  respectively,  during the same period of
1997.  The  number  of  marine  containers  owned  by the  Partnership  has been
declining over the past 12 months due to sales and  dispositions.  The result of
this declining fleet has been a decrease in marine container contribution.

(B) Indirect Expenses Related to Owned Equipment Operations

Total indirect expenses of $11.9 million for the nine months ended September 30,
1998  decreased  from $17.0  million  for the same  period in 1997.  Significant
variances are explained as follows:

     (1)  A $3.7 million decrease in depreciation and amortization expenses from
          1997 levels was caused primarily by the sale of two marine vessels and
          two commuter  aircraft  during 1997 and  equipment  sales during 1998,
          along with the  double-declining  balance method of depreciation which
          results in greater  depreciation in the first years an asset is owned.
          These  decreases  were  partially  offset by the  purchase of a marine
          vessel during the first quarter of 1998.

     (2)  A $0.5  million  decrease in bad debt  expenses was due to the General
          Partner's  evaluation of the  collectibility  of receivables  due from
          certain lessees.

     (3)  A $0.4 million decrease in interest expense was due to a lower average
          outstanding debt balance when compared to the same period of 1997.

     (4)  A $0.3 million  decrease in  management  fees to affiliate  was due to
          lower lease revenues.

     (5)  A $0.1 million  decrease in  administrative  expenses was due to lower
          costs for professional services needed to collect past due receivables
          due from certain nonperforming lessees and lower costs associated with
          the  Partnership  trailers  at the  PLM-affiliated  short-term  rental
          yards.

(C) Net Gain on Disposition of Owned Equipment

The net gain on the disposition of equipment for the nine months ended September
30,  1998  totaled  $0.7  million,  which  resulted  from  the  sale  of  marine
containers,  railcars,  and  trailers,  with an aggregate net book value of $1.2
million,  for proceeds of $1.9 million. The net gain on disposition of equipment
for the same period of 1997 totaled $2.4 million,  which  resulted from the sale
of an aircraft  engine,  marine  containers,  trailers,  and a railcar,  with an
aggregate  net book value of $3.0 million,  for proceeds of $5.4 million,  which
included $1.5 million of unused engine reserves.

(D)      Equity in Net Income (Loss) of Unconsolidated Special-Purpose Entities

Net income (loss) generated from the operation of jointly-owned assets accounted
for under the equity  method is shown in the following  table by equipment  type
(in thousands of dollars):

<TABLE>
<CAPTION>

                                                                            For the Nine Months
                                                                            Ended September 30,
                                                                          1998               1997
                                                                      -------------------------------
<S>                                                                     <C>               <C>     
Aircraft, rotable components, and aircraft engines                      $    281          $    915
Marine vessels                                                               122              (750 )
    Equity in net income of USPEs                                       $    403          $    165
                                   ==================================================================
</TABLE>

Aircraft, rotable components, and aircraft engines: As of September 30, 1998 and
1997,  the  Partnership  had an interest in two trusts that own a total of three
commercial aircraft, two aircraft engines, and a portfolio of aircraft rotables,
and also had an interest in an entity owning two commercial aircraft on a direct
finance lease. During the nine months ended September 30, 1998, revenues of $0.9
million were offset by depreciation and administrative expenses of $0.6 million.
During the same period of 1997,  lease  revenues of $1.7  million were offset by
depreciation and administrative  expenses of $0.8 million. The decrease in lease
revenues is due to the renewal of the leases for three commercial aircraft,  two
aircraft engines,  and a portfolio of aircraft rotables at lower rates than were
in place  during the same  period of 1997.  The  decrease  in  depreciation  and
administrative  expenses,  when compared to the same period of 1997,  was due to
the  double-declining  balance method of  depreciation  which results in greater
depreciation in the first years an asset is owned.

Marine  vessels:  As of September 30, 1998 and 1997,  the  Partnership  owned an
interest in three marine  vessels.  During the nine months ended  September  30,
1998,   lease  revenues  of  $4.9  million  were  offset  by  depreciation   and
administrative  expenses of $4.7 million.  During the same period of 1997, lease
revenues of $2.7 million were offset by depreciation and administrative expenses
of $3.4  million.  The primary  reason for the  increase in lease  revenues  and
depreciation  and  administrative  expenses  during 1998 was the  purchase of an
interest  in an entity  that owns a marine  vessel  during the third  quarter of
1997.




(E)      Net Income

As a result of the foregoing,  the  Partnership's net income for the nine months
ended  September  30,  1998 was $2.1  million,  compared to a net income of $0.5
million  during the same period in 1997.  The  Partnership's  ability to operate
assets,  liquidate  assets,  and re-lease  those  assets whose leases  expire is
subject  to many  factors,  and the  Partnership's  performance  during the nine
months ended September 30, 1998 is not necessarily indicative of future periods.
In the nine months ended September 30, 1998, the Partnership  distributed  $10.9
million  to  the  limited  partners,  or  $1.20  per  weighted-average   limited
partnership unit.

(II)     FINANCIAL CONDITION -- CAPITAL RESOURCES, LIQUIDITY, AND DISTRIBUTIONS

For the nine months ended  September 30, 1998, the  Partnership  generated $12.9
million in  operating  cash (net cash  provided  by  operating  activities  plus
non-liquidating  distributions from USPEs) to meet its operating obligations and
maintain  the current  level of  distributions  (total for the nine months ended
September 30, 1998 of $11.5 million) to the partners.  However, based on current
operating  lease  revenues and near-term  trends,  the General  Partner made the
decision to reduce the level of cash  distribution from 8% to 0% for the quarter
ended September 30, 1998. The General  Partner expects the cash  distribution to
increase to 5% for the quarter ended December 31, 1998.

During the nine months ended  September  30, 1998,  the  Partnership  sold owned
equipment and received aggregate proceeds of $1.9 million.  The Partnership also
received  liquidating  proceeds of $3.7 million from the sale of its interest in
an entity that owned a commercial aircraft.

During the nine months ended  September 30, 1998,  the  Partnership  purchased a
marine vessel for $9.7 million, including acquisition and lease negotiation fees
of $0.5  million  paid  to PLM  Financial  Services,  Inc.  (FSI or the  General
Partner).  FSI is a  wholly-owned  subsidiary  of PLM  International,  Inc.  The
Partnership made a $0.9 million deposit on this marine vessel in 1997.

The  Partnership is scheduled to make quarterly  installments of $2.0 million to
the lender  through the year 2001 and a percentage of equipment  sale  proceeds.
When  the  Partnership  pays the  lender  proceeds  from  equipment  sales,  the
quarterly  installments  of $2.0  million  is reduced  pro rata to  reflect  any
payments made from the proceeds of equipment sales. During the nine months ended
September 30, 1998, the  Partnership  made the regularly  scheduled  installment
payments of $5.9 million to the lender of the senior loan. The Partnership  also
paid the lender of the senior loan an  additional  $0.5 million  from  equipment
sale proceeds, as required by the loan agreement.

(III)             EFFECTS OF YEAR 2000

It is possible that the General Partner's  currently installed computer systems,
software  products,  and other business systems,  or the Partnership's  vendors,
service  providers,  and customers,  working either alone or in conjunction with
other  software or systems,  may not accept  input of,  store,  manipulate,  and
output  dates on or after  January  1, 2000  without  error or  interruption  (a
problem  commonly known as the "Year 2000" problem).  As the Partnership  relies
substantially  on the General  Partner's  software  systems,  applications,  and
control devices in operating and monitoring significant aspects of its business,
any Year 2000  problem  suffered  by the General  Partner  could have a material
adverse effect on the Partnership's business,  financial condition,  and results
of operations.

The General Partner has  established a special Year 2000 oversight  committee to
review  the  impact  of Year  2000  issues on its  software  products  and other
business  systems  in  order to  determine  whether  such  systems  will  retain
functionality  after  December  31, 1999.  The General  Partner (a) is currently
integrating Year 2000 compliant  programming  code into its existing  internally
customized and internally developed transaction  processing software systems and
(b) the General Partner's  accounting and asset management software systems have
either already been made Year 2000 compliant or Year 2000 compliant  upgrades of
such systems are planned to be implemented by the General Partner before the end
of  fiscal  1999.  Although  the  General  Partner  believes  that its Year 2000
compliance  program can be completed by the  beginning of 1999,  there can be no
assurance that the  compliance  program will be completed by that date. To date,
the  costs  incurred  and  allocated  to the  Partnership  to  become  Year 2000
compliant have not been material.  Also, the General Partner believes the future
cost  allocable to the  Partnership  to become Year 2000  compliant  will not be
material.

Some risks  associated  with the Year 2000 problem are beyond the ability of the
Partnership to control,  including the extent to which third parties can address
the Year  2000  problem.  The  General  Partner  has begun to  communicate  with
vendors,  services  providers,  and  customers  in order to assess the Year 2000
compliance  readiness of such parties and the extent to which the Partnership is
vulnerable to any third-party  Year 2000 issues.  There can be no assurance that
the  software  systems  of such  parties  will be  converted  or made  Year 2000
compliant in a timely manner.  Any failure by the General  Partner or such other
parties  to make  their  respective  systems  Year 2000  compliant  could have a
material  adverse  effect on the business,  financial  position,  and results of
operations of the  Partnership.  The General Partner will make an ongoing effort
to recognize and evaluate  potential  exposure relating to third-party Year 2000
non-compliance  and will  develop  a  contingency  plan if the  General  Partner
determines, or is unable to determine, that third-party non-compliance will have
a material adverse effect on the Partnership's business,  financial position, or
results of operation.

(IV)  ACCOUNTING PRONOUNCEMENTS

In  June  1997,  the  Financial   Accounting  Standards  Board  issued  two  new
statements:  SFAS No. 130,  "Reporting  Comprehensive  Income,"  which  requires
enterprises to report,  by major  component and in total,  all changes in equity
from  nonowner  sources;  and SFAS No. 131,  "Disclosures  about  Segments of an
Enterprise  and  Related  Information,"  which  establishes  annual and  interim
reporting  standards  for a public  company's  operating  segments  and  related
disclosures about its products, services, geographic areas, and major customers.
Both statements are effective for the  Partnership's  fiscal year ended December
31, 1998,  with  earlier  application  permitted.  The effect of the adoption of
these  statements  will be limited to the form and content of the  Partnership's
disclosures and will not impact the  Partnership's  results of operations,  cash
flow, or financial position.

In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
"Accounting   for  Derivative   Instruments  and  Hedging   Activities,"   which
standardizes  the  accounting  for  derivative  instruments,  including  certain
derivative instruments embedded in other contracts,  by requiring that an entity
recognize  those items as assets or  liabilities  in the  statement of financial
position and measure  them at fair value.  This  statement is effective  for all
quarters of fiscal  years  beginning  after June 15, 1999.  As of September  30,
1998, the General Partner is reviewing the effect this standard will have on the
Partnership's consolidated financial statements.

(V)   OUTLOOK FOR THE FUTURE

Several factors may affect the Partnership's  operating  performance in 1998 and
beyond,  including  changes in the markets for the  Partnership's  equipment and
changes in the regulatory environment in which that equipment operates.

The Partnership's operation of a diversified equipment portfolio in a broad base
of markets is  intended  to reduce its  exposure  to  volatility  in  individual
equipment sectors.

The  ability  of the  Partnership  to  realize  acceptable  lease  rates  on its
equipment in the different equipment markets is contingent on many factors, such
as specific market conditions and economic activity, technological obsolescence,
and  government  or other  regulations.  The  unpredictability  of some of these
factors,  or of their occurrence,  makes it difficult for the General Partner to
clearly  define  trends or  influences  that may impact the  performance  of the
Partnership's  equipment.  The General  Partner  continually  monitors  both the
equipment  markets and the performance of the  Partnership's  equipment in these
markets. The General Partner may decide to reduce the Partnership's  exposure to
equipment  markets in which it determines it cannot operate equipment to achieve
acceptable rates of return.

The  Partnership  intends to use  excess  cash flow,  if any,  after  payment of
expenses,  loan  principal,  and  cash  distributions,   to  acquire  additional
equipment  during  the  first  seven  years  of  Partnership  operations,  which
concludes   December  31,  1998.  The  General   Partner   believes  that  these
acquisitions may cause the Partnership to generate  additional earnings and cash
flow for the Partnership.




(VI)      FORWARD-LOOKING INFORMATION


Except for the historical  information contained herein, this Form 10-Q contains
forward-looking  statements  that  involve  risks  and  uncertainties,  such  as
statements of the Partnership's plans, objectives, expectations, and intentions.
The  cautionary  statements  made in this  Form  10-Q  should  be read as  being
applicable  to all related  forward-looking  statements  wherever they appear in
this Form 10-Q. The  Partnership's  actual results could differ  materially from
those discussed here.



















                      (this space intentionally left blank)


<PAGE>






                          PART II -- OTHER INFORMATION


Item 6.           Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  None.

         (b)      Reports on Form 8-K

                  None.





<PAGE>


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.



                                  PLM EQUIPMENT GROWTH FUND V

                                  By: PLM Financial Services, Inc.
                                      General Partner



Date:  November 10, 1998          By: /s/ Richard K Brock
                                      -------------------
                                      Richard K Brock
                                      Vice President and
                                      Corporate Controller
























<PAGE>