UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


___________________


FORM 10-QSB














[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


For the fiscal quarter ended September 30, 2003








[  ]  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 01-19203


_______________________











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. Employerincorporation or organization)

Identification No.)235 3 rd Street South, Suite 200St. Petersburg, FL

33701(Address of principal

(Zip code)executive offices)








Registrant's telephone number, including area code: (727) 803-1800


_______________________








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)CONDENSED BALANCE SHEETS(in thousands of dollars, except unit amounts)


(unaudited)








September 30,
December 31,2003


2002AssetsEquipment held for operating lease, at cost


$57,440

$72,233Less accumulated depreciation


(50,729)

(64,580)Net equipment


6,711

7,653Cash and cash equivalents


16,627

11,114Restricted cash


60

60Accounts and note receivable, less allowance for doubtfulaccounts of $2,484 in 2003 and $3,208 in 2002


1,015

723Investments in unconsolidated special-purpose entities


3,783

4,694Deferred charges, net of accumulated amortization of$43 in 2003 and $34 in 2002


42

13Prepaid expenses and other assets


163

291Total assets


$28,401

$24,548





Liabilities and partners capitalLiabilities:Accounts payable and accrued expenses

$345
$277Due to affiliates


148


166Non-recourse debt


933


--Lessee deposits and reserve for repairs


979


2,941Total liabilities


2,405


3,384Commitments and contingenciesPartners' capital:Limited partners (8,478,448 limited partnership units)


25,996


21,164General Partner


--


--Total partners' capital


25,996


21,164Total liabilities and partners capital

$
28,401

$
24,548






































See accompanying notes to unaudited condensed financial statements.





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


(unaudited)





For the Three Months
Ended September 30,

For the Nine Months
Ended September 30,2003



2002



2003



2002RevenuesLease revenue
$
1,114


$
2,352


$
4,490


$
7,335Interest and other income

72



35



198



99Gain on disposition of equipment

2,244



109



3,998



180Total revenues

3,430



2,496



8,686



7,614ExpensesDepreciation and amortization

642



735



1,950



2,272Repairs and maintenance

224



216



626



564Equipment operating expenses

4



8



12



32Insurance expense

86



28



261



86Management fees to affiliate

62



44



175



148Interest expense

22



--



47



--General and administrative expensesto affiliates

69



18



119



145Other general and administrative expenses

467



235



1,004



623Loss on impairment of equipment

403



--



1,616



--(Recovery of) provision for bad debts

(458
)


770



(598
)


2,282Total expenses

1,521



2,054



5,212



6,152Equity in net (loss) income of unconsolidatedspecial-purpose entities

(47
)


(534
)


1,358



(893
)Net income (loss)
$
1,862


$
(92
)

$
4,832


$
569Partners' share of net income (loss):Limited partners
$
1,862


$
(92
)

$
4,832


$
569General Partner

--



--



--



--Total
$
1,862


$
(92
)

$
4,832


$
569Limited partners net income (loss) perweighted-average limited partnership unit
$
0.22


$
(0.01
)

$
0.57


$
0.07



































See accompanying notes to unaudited condensed financial statements.





PLM EQUIPMENT GROWTH FUND V( A Limited Partnership)CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITALFor the period from December 31, 2002 to September 30, 2003(in thousands of dollars)


(unaudited)








Limited
Partners

General
Partner

TotalPartners' capital as of December 31, 2002
$
21,164


$
--


$
21,164Net income

4,832



--



4,832Partners' capital as of September 30, 2003
$
25,996


$
--


$
25,996





























































































































See accompanying notes to unaudited condensed financial statements.





PLM EQUIPMENT GROWTH FUND V(A Limited Partnership)CONDENSED STATEMENTS OF CASH FLOWS(in thousands of dollars)(unaudited)For the Nine Months
Ended September 30,2003



2002Operating activitiesNet income
$
4,832


$
569Adjustments to reconcile net income to net cashprovided by (used in) operating activities:Depreciation and amortization

1,950



2,272Amortization of debt placement fees

3



--Net gain on disposition of equipment

(3,998
)


(180
)Loss on impairment of equipment

1,616



--(Recovery of) provision for bad debts

(598
)


2,282Equity in net (income) loss of unconsolidatedspecial-purpose entities

(1,358
)


893Changes in operating assets and liabilities:Accounts and note receivable

306



(2,391
)Prepaid expenses and other assets

128



(78
)Accounts payable and accrued expenses

68



(25
)Due to affiliates

(18
)


(31
)Lessee deposits and reserve for repairs

(162
)


(9
)Net cash provided by operating activities

2,769



3,302Investing activitiesPayments for the purchase of equipment

(2,676
)


--Payments of acquisition fees to affiliate

(120
)


--Payments of lease negotiation fees to affiliate

(26
)


--Distributions from unconsolidated special-purpose entities

1,122



433Distribution from liquidation of unconsolidated special-purpose entities

1,147



--Proceeds from disposition of equipment

2,375



241Net cash provided by investing activities

1,822



674Financing activitiesIncrease in restricted cash

--



(701
)Increase in non-recourse debt

1,025



--Payments of non-recourse debt

(91
)


--Payment for limited partnership units

--



(214
)Payments of debt placement fees to affiliate

(12
)


--Canceled purchase of limited partnership units

--



35Net cash used in financing activities

922



(880)Net increase in cash and cash equivalents

5,513



3,096Cash and cash equivalents at beginning of period

11,114



6,312Cash and cash equivalents at end of period
$
16,627


$
9,408Supplemental informationNon cash cancellation of purchase of limited partnership units
$
--



35





See accompanying notes to unaudited condensed financial statements.


PLM EQUIPMENT GROWTH FUND V


(A Limited Partnership)


NOTES TO CONDENSED FINANCIAL STATEMENTS


(unaudited)





1.  Basis of Presentation





The accompanying unaudited condensed financial statements contain all adjustments necessary, consisting primarily of normal recurring accruals, to present fairly the unaudited condensed financial position of PLM Equipment Growth Fund V (the Partnership) as of September 30, 2003 and December 31, 2002, the unaudited condensed statements of operations for the three and nine months ended September 30, 2003 and 2002, the unaudited condensed statements of changes in partners capital for the period from December 31, 2002 to September 30, 2003, and the unaudited condensed statements of cash flows for the nine months ended September 30, 2003 and 2002. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted from the accompanying condensed 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, 2002, on file at the Securities and Exchange Commission.





2.  Schedule of Partnership Phases





The Partnership is currently in its investment phase during which the Partnership uses cash generated from operations and proceeds from asset dispositions to purchase additional equipment. The General Partner believes these acquisitions may cause the Partnership to generate additional earnings and cash flow for the Partnership.





The Partnership may commit its cash flow, surplus cash and equipment disposition proceeds to purchase additional equipment, consistent with the objectives of the Partnership, until December 31, 2004. The Partnership will terminate on December 31, 2011, unless terminated earlier upon sale of all equipment and by certain other events.





3.  Reclassification





Certain amounts in the 2002 financial statement have been reclassified to conform to the 2003 presentations. This reclassification did not have any effect on total assets, total liabilities, partners capital, or net income.





4.  Transactions with General Partner and Affiliates





The balance due to affiliates as of September 30, 2003 and December 31, 2002, included $43,000 and $0.1 million, respectively, due to PLM Financial Services, Inc. (FSI or the General Partner) and its affiliates for management fees and $0.1 million due to affiliated unconsolidated special-purpose entities (USPEs).





The Partnerships proportional share of the affiliated expenses incurred by USPEs during 2003 and 2002 is listed in the following table (in thousands of dollars):





For the Three Months
Ended September 30,

For the Nine Months
Ended September 30,2003



2002



2003



2002Management fees
$
28


$
(4
)

$
117


$
112Data processing and administrativeexpenses

3



3



38



57





These affiliate expenses reduced the Partnership's proportional share of the equity interest in the income of USPEs.








PLM EQUIPMENT GROWTH FUND V


(A Limited Partnership)


NOTES TO CONDENSED FINANCIAL STATEMENTS


(unaudited)





4.  Transactions with General Partner and Affiliates (continued)





During the nine months ended September 30, 2003, the Partnership purchased railcars and paid FSI or its affiliates, $0.1 million for acquisition fees, $26,000 for lease negotiation fees and $12,000 for debt placement fees related to debt assumed in the purchase of the railcars. No similar fees were paid during the same period of 2002.





5.  Equipment





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





September 30,

December 31,2003



2002Aircraft
$
38,460


$
55,172Rail equipment

13,577



11,022Marine containers

3,219



3,855Trailers

2,184



2,18457,440



72,233Less accumulated depreciation

(50,729)



(64,580)Net equipment
$
6,711


$
7,653





As of September 30, 2003, all owned equipment in the Partnerships portfolio was on lease except for two aircraft and 163 railcars with an aggregate net book value of $3.1 million. As of December 31, 2002, all owned equipment was on lease except for three aircraft and 79 railcars with a net book value of $1.6 million.





During the nine months ended September 30, 2003, the Partnership purchased a fleet of railcars for $2.8 million including acquisition fees of $0.1 million. No equipment was purchased during the nine months ended September 30, 2002.





During the nine months ended September 30, 2003, the Partnership disposed of commercial aircraft, marine containers and railcars with an aggregate net book value of $0.2 million for proceeds of $4.2 million including $1.8 million of unused engine reserves. During the nine months ended September 30, 2002, the Partnership disposed of marine containers, railcars, and a trailer with an aggregate net book value of $0.1 million for proceeds of $0.3 million.





Equipment held for operating leases is stated at cost less any reductions to the carrying value as required by Financial Accounting Standards Board (FASB) No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". During the nine months ending September 30, 2003, the Partnership recorded an impairment of $1.6 million to owned aircraft. During 2003, the bankruptcy of the lessee of these aircraft and the likelihood that the aircraft would be returned to the Partnership in a condition not in accordance with the lease agreement, indicated to the General Partner that an impairment to these aircraft may exist. The General Partner determined the fair value of the aircraft based on estimated sales proceeds to an independent third party and holding costs excluding interest. No reductions were required to the carrying value of the owned equipment during the nine months ended September 30, 2002.





PLM EQUIPMENT GROWTH FUND V


(A Limited Partnership)


NOTES TO CONDENSED FINANCIAL STATEMENTS


(unaudited)





6.  Investments in Unconsolidated Special-Purpose Entities





The Partnership owns equipment jointly with affiliated programs. These are single purpose entities that do not have any debt or other financial encumbrances. Ownership interest is based on the Partnerships contribution towards the cost of the equipment in the USPEs. The Partnerships proportional share of equity and income (loss) in each entity is not necessarily the same as its ownership interest. The primary reason for this difference has to do with certain fees, such as management and acquisition and lease negotiation fees, varying among the owners of the USPEs.





The tables below set forth 100% of the assets, liabilities, and equity of the entities in which the Partnership has an interest and the Partnerships proportional share of equity in each entity as of September 30, 2003 and December 31, 2002 (in thousands of dollars):





AeroClement

California

LionAs of September 30, 2003

Partnership 1

Trust 2

Partnership 3

TotalAssetsEquipment less accumulated depreciation
$
--

$
--

$
6,437Receivables

60


--


1,002Due from affiliate

--


420


--Finance lease receivable

--


1,917


--Other assets

--


71


1Total assets
$
60

$
2,408

$
7,440LiabilitiesAccounts payable
$
42

$
--

$
259Due to affiliates

7


2


85Lessee deposits and reserve for repairs

--


420


171Total liabilities

49


422


515Equity

11


1,986


6,925Total liabilities and equity
$
60

$
2,408

$
7,440Partnerships share of equity
$
(2
)
$
496

$
3,289

$
3,783





AeroClement

California

LionAs of December 31, 2002

Partnership 1

Trust 2

Partnership 3

TotalAssetsEquipment less accumulated depreciation
$
546

$
--

$
7,356Receivables

745


420


716Finance lease receivable

--


2,425


--Other assets

--


137


10Total assets
$
1,291

$
2,982

$
8,082LiabilitiesAccounts payable
$
173

$
1

$
548Due to affiliates

11


2


44Lessee deposits and reserve for repairs

--


420


97Total liabilities

184


423


689Equity

1,107


2,559


7,393Total liabilities and equity
$
1,291

$
2,982

$
8,082Partnerships share of equity
$
529

$
640

$
3,525

$
4,694











1   The Partnership owns a 50% interest in the Clement Partnership that owned a product tanker.


2   The Partnership owns a 25% interest in the Aero California Trust that owns two stage III commercial aircraft on a direct finance lease.


3   The Partnership owns a 48% interest in the Lion Partnership that owns a product tanker.






PLM EQUIPMENT GROWTH FUND V


(A Limited Partnership)


NOTES TO CONDENSED FINANCIAL STATEMENTS


(unaudited)





6.  Investments in Unconsolidated Special-Purpose Entities (continued)





The tables below set forth 100% of the revenues, gain on disposition of equipment, direct and indirect expenses and net income (loss) of the entities in which the Partnership has an interest, and the Partnerships proportional share of income (loss) in each entity for the three and nine months ended September 30, 2003 and 2002 (in thousands of dollars):





AeroFor the three months ended

Clement

California

LionSeptember 30, 2003

Partnership 1

Trust 2

Partnership 3

Total





Revenues
$
--

$
86

$
1,744Less: Direct expenses

7


4


1,383Indirect expenses

95


26


367Net income (loss)
$
(102
)
$
56

$
(6
)Partnerships share of net income (loss)
$
(49
)
$
15

$
(13
)
$
(47
)





AeroFor the three months ended

Clement

California

LionSeptember 30, 2002

Partnership 1

Trust 2

Partnership 3

Total





Revenues
$
191

$
119

$
1,013Less: Direct expenses

762


5


977Indirect expenses

173


29


427Net income (loss)
$
(744
)
$
85

$
(391
)Partnerships share of net income (loss)
$
(381
)
$
22

$
(175
)
$
(534
)





AeroFor the nine months ended

Clement

California

LionSeptember 30, 2003

Partnership 1

Trust 2

Partnership 3

Total





Revenues
$
868

$
284

$
5,700Gain on disposition of equipment

1,745


--


--Less: Direct expenses

560


14


3,740Indirect expenses

177


84


1,208Net income
$
1,876

$
186

$
752Partnerships share of net income
$
952

$
47

$
359

$
1,358





AeroFor the nine months ended

Clement

California

LionSeptember 30, 2002

Partnership 1

Trust 2

Partnership 3

Total





Revenues
$
1,876

$
384

$
4,009Less: Direct expenses

2,601


17


3,101Indirect expenses

654


101


1,429Net income (loss)
$
(1,379
)
$
266

$
(521
)Partnerships share of net income (loss)
$
(723
)
$
67

$
(237
)
$
(893
)





As of September 30, 2003 and December 31, 2002, all jointly-owned equipment in the Partnerships USPE portfolio was on lease.





During the first nine months of 2003, the General Partner sold a product tanker marine vessel owned by an entity in which the Partnership has a 50% interest. The Partnerships interest in this entity was sold for proceeds of $1.1 million for its net investment of $0.3 million.


1   The Partnership owns a 50% interest in the Clement Partnership that owned a product tanker.


2  The Partnership owns a 25% interest in the Aero California Trust that owns two stage III commercial aircraft on a direct finance lease.


3   The Partnership owns a 48% interest in the Lion Partnership that owns a product tanker.






PLM EQUIPMENT GROWTH FUND V


(A Limited Partnership)


NOTES TO CONDENSED FINANCIAL STATEMENTS


(unaudited)





7.  Operating Segments





The Partnership operates in five primary operating segments: aircraft leasing, marine vessel leasing, railcar leasing, marine container leasing, and trailer leasing. Each equipment leasing segment engages in short-term to mid-term operating leases to a variety of customers. The following tables present a summary of the operating segments (in thousands of dollars):





Marine

MarineFor the three months ended



Aircraft
Vessel
Railcar
Container
TrailerSeptember 30, 2003



Leasing
Leasing
Leasing
Leasing
Leasing
Other1
Total





RevenuesLease revenue

$552
$--
$455
$37
$70
$--
$1,114Interest income and other income

29
--
--
--
--
43
72Gain on disposition of equipment

2,158
--
31
55
--
--
2,244Total revenues

2,739
--
486
92
70
43
3,430ExpensesOperations support

64
--
184
14
32
20
314Depreciation and amortization

396
--
204
9
31
2
642Interest expense

--
--
21
--
--
1
22Management fees to affiliate

33
--
25
1
3
--
62General and administrative expenses

284
--
64
--
19
169
536Loss on impairment of equipment

403
--
--
--
--
--
403Recovery of bad debts

(458)
--
--
--
--
--
(458)Total expenses

722
--
498
24
85
192
1,521Equity in net income (loss) of USPEs

15
(62)
-
--
--
--
(47)Net income (loss)

$2,032
$(62)
$(12)
$68
$(15)
$(149)
$1,862Equipment purchases andcapitalized improvements

$--
$--
$3,168
$--
$--
$--
$3,168Acquisition fees paid to affiliate

$--
$--
$139
--
$--
$--
$139Total assets as of September 30, 2003

$3,547
$3,286
$4,218
$112
$346
$16,892
$28,401








Marine

MarineFor the three months ended



Aircraft
Vessel
Railcar
Container
TrailerSeptember 30, 2002



Leasing
Leasing
Leasing
Leasing
Leasing
Other 2
Total





RevenuesLease revenue

$1,865
$--
$386
$23
$78
$--
$2,352Interest income and other income

--
--
--
--
--
35
35Gain on disposition of equipment

--
--
74
30
5
--
109Total revenues

1,865
--
460
53
83
35
2,496ExpensesOperations support

10
--
161
--
66
15
252Depreciation and amortization

529
--
131
41
31
3
735Management fees to affiliate

24
--
17
--
3
--
44General and administrative expenses

(34)
--
30
--
16
241
253Provision for (recovery of) bad debts

779
--
(10)
--
1
--
770Total expenses

1,308
--
329
41
117
259
2,054Equity in net income (loss) of USPEs

22
(556)
--
--
--
--
(534)Net income (loss)

$579
$(556)
$131
$12
$(34)
$(224)
$(92)





1  Includes certain assets not identifiable to a specific segment such as cash, restricted cash, deferred charges, and prepaid expenses. Also includes certain interest income and costs not identifiable to a particular segment, such as certain amortization, interest, general and administrative and operations support expenses.


2  Includes interest income and costs not identifiable to a particular segment, such as certain amortization, general and administrative and operations support expenses.






PLM EQUIPMENT GROWTH FUND V


(A Limited Partnership)


NOTES TO CONDENSED FINANCIAL STATEMENTS


(unaudited)





7.  Operating Segments





Marine

MarineFor the nine months ended



Aircraft
Vessel
Railcar
Container
TrailerSeptember 30, 2003



Leasing
Leasing
Leasing
Leasing
Leasing
Other 1
Total





RevenuesLease revenue

$2,778
$--
$1,334
$170
$208
$--
$4,490Interest income and other income

91
--
--
--
--
107
198Gain on disposition of equipment

3,858
--
28
112
--
--
3,998Total revenues

6,727
--
1,362
282
208
107
8,686ExpensesOperations support

164
--
526
37
115
57
899Depreciation and amortization

1,277
--
535
41
93
4
1,950Interest expense

--
--
42
--
--
5
47Management fees to affiliate

87
--
74
6
8
--
175General and administrative expenses

418
--
118
--
50
537
1,123Loss on impairment of equipment

1,616
--
--
--
--
--
1,616(Recovery of) provision for bad debts

(607)
--
9
--
--
--
(598)Total expenses

2,955
--
1,304
84
266
603
5,212Equity in net income of USPEs

47
1,311
--
--
--
--
1,358Net income (loss)

$3,819
$1,311
$58
$198
$(58)
$(496)
$4,832Equipment purchases andcapitalized improvements

$--
$--
$4,375
$--
$--
$--
$4,374Acquisition fees paid to affiliate

$--
$--
$193
$--
$--
$--
$193








Marine

MarineFor the nine months ended



Aircraft
Vessel
Railcar
Container
TrailerSeptember 30, 2002



Leasing
Leasing
Leasing
Leasing
Leasing
Other 1
Total





RevenuesLease revenue

$5,772
$--
$1,170
$145
$248
$--
$7,335Interest income and other income

--
--
4
--
--
95
99Gain on disposition of equipment

--
--
71
104
5
--
180Total revenues

5,772
--
1,245
249
253
95
7,614ExpensesOperations support

36
--
433
1
165
47
682Depreciation and amortization

1,601
--
395
173
94
9
2,272Management fees to affiliate

71
--
62
5
10
--
148General and administrative expenses

65
--
84
--
48
571
768Provision for (recovery of) bad debts

2,285
--
(10)
--
7
--
2,282Total expenses

4,058
--
964
179
324
627
6,152Equity in net income (loss) of USPEs

67
(960)
--
--
--
--
(893)Net income (loss)

$1,781
$(960)
$281
$70
$(71)
$(532)
$569





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





Net income (loss) per weighted-average limited partnership unit was computed by dividing net income or loss attributable to limited partners by the weighted-average number of limited partnership units deemed outstanding during the period. The weighted-average number of limited partnership units deemed outstanding during the three and nine months ended September 30, 2003 was 8,478,448. The weighted-average number of limited partnership units deemed outstanding during the three and nine months ended September 30, 2002, was 8,479,516 and 8,485,642, respectively.











1  Includes certain interest income and costs not identifiable to a particular segment, and certain amortization, interest, general and administrative and operations support expenses.






PLM EQUIPMENT GROWTH FUND V


(A Limited Partnership)


NOTES TO CONDENSED FINANCIAL STATEMENTS


(unaudited)





9.  Debt





During 2003, the Partnership assumed non-recourse debt of $1.0 million that is collateralized by the railcars and related lease payments purchased in 2003. The note bears interest at a fixed rate of 8.19% per annum and has a final maturity in 2005. The remaining balance of the note will be repaid with monthly principal and interest payments of $22,000 and a balloon payment obligation of $0.6 million due at the expiration of the debt.





The Partnership made the regularly scheduled principal payments totaling $0.1 million to the lender of the non-recourse debt during the nine months ended September 30, 2003.





The Partnership is a participant in a $10.0 million warehouse facility. The warehouse facility, which was scheduled to expired on September 30, 2003, was extended until December 31, 2003 during September 2003. As of September 30, 2003 and December 31, 2002, the Partnership had no borrowings outstanding under this facility.





10.  Commitments and Contingencies





FSI arranged for the lease or purchase of up to 1,050 railcars with a delivery date between 2002 and 2004. FSI anticipates that 735 of these railcars will be leased by an entity other than the Partnership. The remaining 315 railcars costing approximately $23 million, will be purchased by FSI, the Partnership or an affiliated program. As of September 30, 2003, approximately 66% of these railcars have been purchased by FSI or an affiliated program for approximately $15 million. The remaining 34% of these railcars will be purchased in 2004. While FSI has not determined if the Partnership will purchase either the railcars originally purchased by FSI or any of the railcars remaining to be purchased under the agreement, it is possible the Partnership may purchase some railcars.





At September 30, 2003, railcars with an original equipment cost of $16.2 million were owned by FSI, some of which were purchased from the above transaction. While FSI has neither determined if a Program Affiliate will purchase these railcars nor the timing of any purchases, it is possible the Partnership may purchase some of the railcars.





Commitments and contingencies as of September 30, 2003 are as follows (in thousands of dollars):








Less than
1-3
4-5
After 5Current Obligations

Total

1 Year

Years

Years

YearsCommitment to purchase railcars


$23,539
1
$16,159

$7,380


$--

$--Non-recourse debt


933

263

670Line of credit


--

--

--


--

--$24,472

$16,422

$8,050


--

$--














1  While FSI has neither determined if a Program Affiliate will purchase these railcars nor the timing of any purchases, it is possible the Partnership may purchase some of the railcars.









PLM EQUIPMENT GROWTH FUND V


(A Limited Partnership)


NOTES TO CONDENSED FINANCIAL STATEMENTS


(unaudited)





11.  Recent Accounting Pronouncements





In January 2003, FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN 46). This interpretation clarifies existing accounting principles related to the preparation of consolidated financial statements when the owners of an USPE do not have the characteristics of a controlling financial interest or when the equity at risk is not sufficient for the entity to finance its activities without additional subordinated financial support from others. FIN 46 requires the Partnership to evaluate all existing arrangements to identify situations where the Partnership has a "variable interest," commonly evidenced by a guarantee arrangement or other commitment to provide financial support, in a "variable interest entity," commonly a thinly capitalized entity, and further determine when such variable interest requires the Partnership to consolidate the variable interest entities financial statements with its own. The Partnership is required to perform this assessment by December 31, 2003 and consolidate any variable interest entities for which the Partnership will absorb a majority of the entities expected losses or receive a majority of the expected residual gains. The General Partner has not completed its analysis and has not concluded on the impact that FIN 46 will have.





In May 2003, FASB issued Statement of Financial Accounting Standard No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity" (SFAS No. 150) which establishes standards for how the Partnership classifies and measures certain financial instruments with characteristics of both liabilities and equity. This standard was to be effective for the Partnerships quarter ending September 30, 2003. In October 2003, however, the FASB deferred the application of SFAS No. 150 indefinitely.





In September 2001, the Accounting Standards Executive Committee (AcSEC) issued an Exposure Draft on a Statement of Position, "Accounting for Certain Costs and Activities Related to Property, Plant and Equipment" (the "Proposed Statement"). On September 9, 2003, AcSEC voted to approve the Proposed Statement and is expected to present it to the FASB in the first quarter of 2004. At this time, it is unclear whether the Proposed Statement will be issued or in what form. If the existing Proposed Statement is issued, it would require the Partnership to modify its accounting policy for maintenance and repairs. Such costs would no longer be accrued in advance of performing the related maintenance and repairs; rather, the Proposed Statement requires these costs to be capitalized and amortized over their estimated useful life.





12.  Subsequent Event





During October 2003, the General Partner amended the lease agreement with the lessee in an USPE that owns two commercial aircraft. Under the terms of the amendment, the lease will be extended for an additional three months after which, the lessee can purchase the aircraft for one dollar. This will result in an impairment of $0.4 million to this USPE. The Partnerships proportional share of this impairment of $0.1 million related to this transaction will be recorded during the fourth quarter 2003.







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, 2003 and 2002





(A)  Owned Equipment Operations





Lease revenues less direct expenses (defined as repairs and maintenance and asset-specific insurance expenses) on owned equipment decreased during the three months ended September 30, 2003, compared to the same period of 2002. Gains from the disposition of equipment, interest and other income, and certain expenses such as management fees to affiliate, depreciation and amortization, general and administrative expenses, loss on impairment of equipment, and (recovery of) provision for bad debts relating to the operating segments (see Note 7 to the unaudited condensed financial statements), are not included in the owned equipment operation discussion because they are indirect in nature and not a result of operations, but the result of owning a portfolio of equipment. The following table presents lease revenues less direct expenses by segment (in thousands of dollars):





For the Three MonthsEnded September 30,2003

2002Aircraft
$
488


$
1,855Railcars

271



225Trailers

38



12Marine containers

23



23





Aircraft:  Aircraft lease revenues and direct expenses were $0.6 million and $0.1 million, respectively, for the three months ended September 30, 2003, compared to $1.9 million and $10,000, respectively, during the same period of 2002. A decrease in aircraft lease revenues of $0.8 million was due to the reduction in the lease rate on five of the Partnership's owned aircraft, a reduction of $0.4 million was due to the sale of two aircraft that were on lease in 2002 and a reduction of $0.1 million was due to two aircraft being off-lease during the third quarter of 2003 that were on-lease during the same period of 2002.





Railcars: Railcar lease revenues and direct expenses were $0.5 million and $0.2 million, respectively, for the three months ended September 30, 2003, compared to $0.4 million and $0.2 million, respectively, during the same period of 2002. Lease revenues increased $0.1 million due to the purchase and lease of railcars during 2003. Direct expenses increased $23,000 during the third quarter of 2003 primarily due to higher insurance expense compared to the same period of 2002.





Trailers:  Trailer lease revenues and direct expenses were $0.1 million and $32,000, respectively, for the three months ended September 30, 2003 compared to $0.1 million and $0.1 million, respectively, during the same period of 2002. The increase in trailer contribution of $26,000 during the third quarter 2003 was due to a decrease of $34,000 in repairs and maintenance being partially offset by a decrease in lease revenues of $8,000 caused by lower lease rates earned on the Partnerships trailers compared to the same period of 2002.





Marine containers:  Marine container lease revenues and direct expenses were $37,000 and $14,000, respectively, for the three months ended September 30, 2003, compared to $23,000 and $-0-, respectively, during the same period of 2002, respectively.





(B)  Indirect Expenses Related to Owned Equipment Operations





Total indirect expenses of $1.2 million for the three months ended September 30, 2003 decreased from $1.8 million for the same period in 2002. Significant variances are explained as follows:





(i)  Provision for bad debts decreased $1.2 million compared to 2002. The provision for bad debts of $0.8 million recorded in the third quarter of 2002 was primarily based on PLM Financial Services, Inc.s (FSI or the General Partners) evaluation of the collectability of receivables related to one aircraft lessee. During 2003, recovery of bad debts of $0.5 million was due to the collection of bad debts that had been previously written-off from the same aircraft lessee;





(ii)  Depreciation and amortization expenses decreased $0.1 million compared to 2002. A decrease of $0.2 million was caused by the double-declining balance method of depreciation that results in greater depreciation in the first years an asset is owned, partially offset by an increase of $0.1 million caused by the purchase of railcars during 2003;





(iii)  Loss on impairment of equipment increased $0.4 million during 2003 and resulted from the Partnership reducing the carrying value of one owned aircraft to its estimated fair value. No impairment of equipment was required during 2002; and





(iv)  General and administrative expenses increased $0.3 million during 2003 compared to 2002. An increase of $0.1 million resulted from higher costs being charged to the Partnership for certain administrative services and an increase of $0.2 million due to administrative cost associated with the return of aircraft from lessees.





(C)  Gain on Disposition of Owned Equipment





The gain on the disposition of equipment for the third quarter of 2003 totaled $2.2 million, and resulted from the sale of a commercial aircraft, marine containers and railcars with a net book value of $0.2 million for proceeds of $2.4 million including $0.9 million of unused engine reserves. The gain on the disposition of equipment for the third quarter of 2002 totaled $0.1 million, and resulted from the sale of marine containers, railcars, and a trailer with an aggregate net book value of $31,000 for proceeds of $0.1 million.





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





Equity in net income (loss) of USPEs represents the Partnership's share of the net income or loss generated from the operation of jointly owned assets accounted for under the equity method of accounting. These entities are single purpose and have no debt or other financial encumbrances. The following table presents equity in net income (loss) by equipment type (in thousands of dollars):





For the Three MonthsEnded September 30,2003

2002Aircraft
$
15


$
22Marine vessels

(62
)


(556
)Equity in net loss of USPEs
$
(47)


$
(534)





The following USPE discussion by equipment type is based on the Partnership's proportional share of revenues, depreciation expense, direct expenses, and administrative expenses of the USPEs:





Aircraft: As of September 30, 2003 and 2002, the Partnership had an interest in a trust owning two commercial aircraft on a direct finance lease. During the three months ended September 30, 2003, contribution from this trust decreased $5,000 due to a lower outstanding principal balance on the finance lease compared to 2002.





Marine vessels: As of September 30, 2003 the Partnership owned an interest in an entity owning a marine vessel. As of September 30, 2002, the Partnership owned interests in two entities each owning a marine vessel. During the third quarter of 2003, lease revenues of $0.8 million were offset by depreciation expense, direct expenses and administrative expenses of $0.9 million. During the same period of 2002, lease revenues of $0.6 million were offset by depreciation expense, direct expenses and administrative expenses of $1.1 million.





Marine vessel lease revenues increased $0.3 million during the three months ended September 30, 2003 compared to the same period of 2002 due to the following:





(i)  Marine vessel lease revenues increased $0.3 million during the three months ended September 30, 2003 due to being on rent the entire third quarter 2003. During the same period of 2002 this marine vessel was in dry dock for one month and not earning revenues; and





(ii)  this increase in lease revenues was partially offset by a decrease of $0.1 million due to the sale of a marine vessel during the first quarter of 2003.





Marine vessel depreciation expense, direct expenses, and administrative expenses decreased $0.2 million during the three months ended September 30, 2003 due to the following significant events:





(i)  Depreciation expense, direct expenses, and administrative expenses decreased $0.5 million due to the sale of a marine vessel during 2003; and





(ii)  direct expenses increased $0.2 million due to the remaining marine vessel having higher operating costs during the third quarter 2003 compared to the same period of 2002.





(E)  Net Income (loss)





As a result of the foregoing, the Partnerships net income for the three months ended September 30, 2003 was $1.9 million, compared to net loss of $0.1 million during the same period in 2002. The Partnerships ability to acquire, operate, and liquidate assets, secure leases, and re-lease those assets whose leases expire is subject to many factors. Therefore, the Partnerships performance in the third quarter of 2003 is not necessarily indicative of future periods.





Comparison of the Partnerships Operating Results for the Nine Months Ended September 30, 2003 and 2002





(A)  Owned Equipment Operations





Lease revenues less direct expenses on owned equipment decreased during the nine months ended September 30, 2003, compared to the same period of 2002. The following table presents lease revenues less direct expenses by segment (in thousands of dollars):





For the Nine MonthsEnded September 30,2003

2002Aircraft
$
2,614


$
5,736Railcars

808



737Marine containers

133



144Trailers

93



83





Aircraft:  Aircraft lease revenues and direct expenses were $2.8 million and $0.2 million, respectively, for the nine months ended September 30, 2003, compared to $5.8 million and $36,000, respectively, during the same period of 2002. A decrease in aircraft lease revenues of $1.6 million was due to the reduction in the lease rate on six of the Partnership's owned aircraft, two of which were sold during 2003, a reduction of $0.9 million was due to four aircraft being off-lease in 2003 that were on-lease in 2002 and a reduction of $0.4 million was due to the sale of an owned aircraft during 2003 that was on lease during 2002. The increase in direct expenses was due to an increase in repairs and maintenance of $0.1 million and insurance expense of $45,000 during the nine months ended September 30, 2003 compared to the same period of 2002.





Railcars: Railcar lease revenues and direct expenses were $1.3 million and $0.5 million, respectively, for the nine months ended September 30, 2003, compared to $1.2 million and $0.4 million, respectively, during the same period of 2002. During the nine months ended September 30, 2003, lease revenues increased $0.1 million due to the purchase and lease of railcars during the first and third quarters of 2003. Direct expenses increased during the nine months ended September 30, 2003 due to higher insurance expense of $0.1 million compared to the same period of 2002.





Marine containers:  Marine container lease revenues and direct expenses were $0.2 million and $37,000, respectively, for the nine months ended September 30, 2003, compared to $0.1 million and $1,000, respectively, during the same period of 2002, respectively. The decrease in marine container contribution of $11,000 was due to higher insurance premiums of $36,000 partially offset by higher lease revenues caused by increased utilization of $24,000 during 2003 compared to 2002.





Trailers:  Trailer lease revenues and direct expenses were $0.2 million and $0.1 million, respectively, for the nine months ended September 30, 2003 compared to $0.2 million and $0.2 million, respectively, during the same period of 2002. The increase in trailer contribution of $10,000 during 2003 was due to a decrease of $0.1 million in repairs and maintenance partially offset by a decrease in lease revenues of $40,000 caused by lower lease rates earned on the Partnerships trailers compared to the same period of 2002.





(B)  Indirect Expenses Related to Owned Equipment Operations





Total indirect expenses of $4.4 million for the nine months ended September 30, 2003 decreased from $5.5 million for the same period in 2002. Significant variances are explained as follows:





(i)  Provision for bad debts decreased $2.9 million in the first nine months of 2003 compared to the same period of 2002. The provision for bad debts of $2.3 million recorded in the nine months ended September 30, 2002 was primarily based on the General Partners evaluation of the collectability of receivables related to one aircraft lessee. During 2003, recovery of bad debts of $0.6 million was due to the collection of bad debts that had been previously written off from the same aircraft lessee;





(ii)  Depreciation and amortization expenses decreased $0.3 million compared to 2002. A decrease of $0.2 million was caused by the double-declining balance method of depreciation that results in greater depreciation in the first years an asset is owned and a decrease of $0.2 million was due to equipment sales during 2003. These decreases were partially offset by an increase of $0.1 million caused by the purchase of railcars during 2003;





(iii)  Loss on impairment of equipment increased $1.6 million during 2003 and resulted from the Partnership reducing the carrying value of two commercial aircraft to its estimated fair value. No impairment of equipment was required during the same period of 2002; and





(iv)  General and administrative expenses increased $0.4 million during 2003 compared to 2002. An increase of $0.2 million resulted from higher costs being charged to the Partnership for certain administrative services and an increase of $0.2 million due to administrative cost associated with the return of aircraft from lessees.





(C)  Gain on Disposition of Owned Equipment





The gain on the disposition of equipment for the nine months ended September 30, 2003 totaled $4.0 million, and resulted from the sale of commercial aircraft, marine containers and railcars with a net book value of $0.2 million for proceeds of $4.2 million including $1.8 million of unused engine reserves. The gain on the disposition of owned equipment for the nine months ended September 30, 2002 totaled $0.2 million, and resulted from the sale of marine containers, railcars and a trailer with an aggregate net book value of $0.1 million for proceeds of $0.3 million.





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





Equity in net income (loss) of USPEs represents the Partnership's share of the net income or loss generated from the operation of jointly owned assets accounted for under the equity method of accounting. These entities are single purpose and have no debt or other financial encumbrances. The following table presents equity in net income (loss) by equipment type (in thousands of dollars):





For the Nine MonthsEnded September 30,2003

2002Marine vessels
$
1,311


$
(960
)Aircraft

47



67Equity in net income (loss) of USPEs
$
1,358


$
(893)





The following USPE discussion by equipment type is based on the Partnership's proportional share of revenues, gain on equipment dispositions, depreciation expense, direct expenses, and administrative expenses of the USPEs:





Marine vessels: As of September 30, 2003 the Partnership owned an interest in an entity owning a marine vessel. As of September 30, 2002, the Partnership owned interests in two entities each owning a marine vessel. During the nine months ended September 30, 2003, lease revenues of $3.1 million and the gain of $0.9 million from the sale of a marine vessel in an USPE was offset by depreciation expense, direct expenses and administrative expenses of $2.7 million. During the same period of 2002, lease revenues of $2.8 million were offset by depreciation expense, direct expenses and administrative expenses of $3.8 million.





Marine vessel lease revenues increased $0.3 million during the nine months ended September 30, 2003 compared to the same period of 2002 based on the following:





(i)  An increase in lease revenues of $0.8 million caused by the remaining marine vessel earning a higher voyage rate during the nine months ended September 30, 2003 compared to the same period of 2002; and





(ii)  Marine vessel lease revenues decreased $0.5 million during the nine months ended September 30, 2003 due to the sale of a marine vessel during the first quarter of 2003.





Marine vessel depreciation expense, direct expenses, and administrative expenses decreased $1.1 million during the nine months ended September 30, 2003 due to the following significant events:





(i)  Depreciation expense, direct expenses, and administrative expenses decreased $1.3 million due to the sale of a marine vessel during 2003; and





(ii)  Direct expenses increased $0.2 million due to the remaining marine vessel having higher operating costs of $0.2 million and higher repairs and maintenance of $0.1 million partially offset by lower depreciation expense of $0.1 million caused by the double-declining balance method of depreciation that results in greater depreciation in the first years an asset is owned.





Aircraft: As of September 30, 2003 and 2002, the Partnership had an interest in a trust owning two commercial aircraft on a direct finance lease. During the nine months ended September 30, 2003, contribution from this trust decreased $20,000 due to a lower outstanding principal balance on the finance lease in 2003 compared to 2002.





(E)  Net Income





As a result of the foregoing, the Partnerships net income for the nine months ended September 30, 2003 was $4.8 million, compared to net income of $0.6 million during the same period in 2002. The Partnerships ability to acquire, operate, and liquidate assets, secure leases, and re-lease those assets whose leases expire is subject to many factors. Therefore, the Partnerships performance in the nine months ended September 30, 2003 is not necessarily indicative of future periods.





(II)  CRITICAL ACCOUNTING POLICIES AND ESTIMATES





The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires PLM Financial Services, Inc. (FSI or the General Partner) to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On a regular basis, the General Partner reviews these estimates including those related to asset lives and depreciation methods, impairment of long-lived assets, allowance for doubtful accounts, reserves related to legally mandated equipment repairs  and contingencies and litigation. These estimates are based on the General Partner's historical experience and on various other assumptions believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The General Partner believes, however, that the estimates, including those for the above-listed items, are reasonable and that actual results will not vary significantly from the estimated amounts.





The General Partner believes the following critical accounting policies affect the more significant judgments and estimates used in the preparation of the Partnership's financial statements:





Revenue recognition: Lease revenues are earned by the Partnership monthly and no significant amounts are calculated on factors other than the passage of time. The Partnerships leases are accounted for as operating leases and are noncancellable. Rents received prior to their due dates are deferred.





The Partnership has an investment in an USPE that owns aircraft jointly with other affiliated programs. These aircraft are leased on a direct finance lease. The USPEs revenues from the direct finance lease are based on a monthly amortization schedule.





Asset lives and depreciation methods: The Partnerships primary business involves the purchase and subsequent lease of long-lived transportation and related equipment. The General Partner has chosen asset lives that it believes correspond to the economic life of the related asset. The General Partner has chosen a deprecation method that it believes matches the benefit to the Partnership from the asset with the associated costs. These judgments have been made based on the General Partners expertise in each equipment segment that the Partnership operates. If the asset life and depreciation method chosen does not reduce the book value of the asset to at least the potential future cash flows from the asset to the Partnership, the Partnership would be required to record an impairment loss. Likewise, if the net book value of the asset was less than the economic value, the Partnership may record a gain on sale upon final disposition of the asset.





Impairment of long-lived assets: Whenever circumstances indicate that an impairment may exist, the General Partner reviews the carrying value of its equipment and investments in USPEs to determine if the carrying value of the assets may not be recoverable, in consideration of the current economic conditions. This requires the General Partner to make estimates related to future cash flows from each asset as well as the determination if the deterioration is temporary or permanent. If these estimates or the related assumptions change in the future, the Partnership may be required to record additional impairment charges.





Allowance for doubtful accounts: The Partnership maintains allowances for doubtful accounts for estimated losses resulting from the inability of the lessees to make the lease payments. These estimates are primarily based on the amount of time that has lapsed since the related payments were due as well as specific knowledge related to the ability of the lessees to make the required payments. If the financial condition of the Partnerships lessees were to deteriorate, additional allowances could be required that would reduce income. Conversely, if the financial condition of the lessees were to improve or if legal remedies to collect past due amounts were successful, the allowance for doubtful accounts may need to be reduced and income would be increased.





Reserves for repairs: The Partnership accrues for legally required repairs to equipment such as dry docking for marine vessels and engine overhauls to aircraft engines over the period prior to the required repairs. The amount that is reserved for is based on the General Partners expertise in each equipment segment, the past history of such costs for that specific piece of equipment and discussions with independent, third party equipment brokers. If the amount reserved for is not adequate to cover the cost of such repairs or if the repairs must be performed earlier than the General Partner estimated, the Partnership would incur additional repair and maintenance or equipment operating expenses.





Contingencies and litigation: The Partnership is subject to legal proceedings involving ordinary and routine claims related to its business. The ultimate legal and financial liability with respect to such matters cannot be estimated with certainty and requires the use of estimates in recording liabilities for potential litigation settlements. Estimates for losses from litigation are disclosed if considered possible and accrued if considered probable after consultation with outside counsel. If estimates of potential losses increase or the related facts and circumstances change in the future, the Partnership may be required to record additional litigation expense.







(III)  FINANCIAL CONDITION  CAPITAL RESOURCES, LIQUIDITY, AND DISTRIBUTIONS





For the nine months ended September 30, 2003, the Partnership generated cash from operations of $2.8 million to meet its operating obligations, purchase additional equipment, pay debt and interest payments and maintain working capital reserves.





During the nine months ended September 30, 2003, the Partnership purchased a fleet of railcars for $2.7 million and paid FSI or its affiliates, $0.1 million for acquisition fees, $26,000 for lease negotiation fees and $12,000 for debt placement fees. The Partnership paid $1.7 million in cash for these railcars and assumed non-recourse debt of $1.0 million. The Partnership disposed of owned equipment and partially owned equipment and received aggregate proceeds of $4.2 million including $1.8 million of unused engine reserves.





Accounts and note receivable increased $0.3 million in the nine months ended September 30, 2003 due to an increase of $0.8 million due to the timing of cash receipts and a decrease of $0.7 million in the provision for bad debts partially offset by the collection of $1.2 million from the note receivable.





Investments in USPEs decreased $0.9 million during the nine months ended September 30, 2003 due to operating cash distributions of $1.1 million and liquidating proceeds distribution of $1.1 million to the Partnership from the USPEs partially offset by income of $1.4 million that was recorded by the Partnership for its equity interests in the USPEs.





Prepaid expenses decreased $0.1 million during 2003 due to the expense of insurance and certain administrative expenses during 2003 that were paid during 2002.





Accounts payable increased $0.1 million during the nine months ended September 30, 2003 due to the timing of payments to vendors.





Lessee deposits and reserve for repairs decreased $2.0 million due to the sale of two commercial aircraft and the reclassification of certain engine reserves totaling $1.8 million to sale proceeds and decreased $0.2 million due to the recognition of certain deposits to lease revenue.





During the nine months ended September 30, 2003, the Partnership assumed non-recourse debt of $1.0 million that is collateralized by certain railcars purchased in 2003. The note bears interest at a fixed rate of 8.19% per annum and has a final maturity in 2005. The remaining balance of the note will be repaid with monthly principal and interest payments of $22,000 and a balloon payment obligation of $0.6 million due at the expiration of the debt. The Partnership made the regularly scheduled principal payments of $0.1 million to the lender of the non-recourse debt during the nine months ended September 30, 2003.





The Partnership is a participant in a $10.0 million warehouse facility. The warehouse facility is shared by the Partnership, PLM Equipment Growth Fund VI, PLM Equipment Growth & Income Fund VII, Professional Lease Management Income Fund I, LLC and Acquisub LLC, a wholly owned subsidiary of PLM International Inc. (PLMI). The facility provides for financing up to 100% of the cost of the equipment and expires on December 31, 2003. Any borrowings by the Partnership are collateralized by equipment purchased with the proceeds of the loan. Outstanding borrowings by one borrower reduce the amount available to each of the other borrowers under the facility. Individual borrowings may be outstanding for no more than 270 days, with all advances due no later than December 31, 2003. Interest accrues either at the prime rate or LIBOR plus 2.0% at the borrowers option and is set at the time of an advance of funds. Borrowings by the Partnership are guaranteed by PLMI. The Partnership is not liable for the advances made to other borrowers.





As of November 12, 2003, Acquisub LLC had outstanding borrowings on the warehouse facility of $10.0 million. There were no other outstanding borrowings on this facility by the Partnership or any of the other eligible borrowers.





FSI arranged for the lease or purchase of up to 1,050 railcars with a delivery date between 2002 and 2004. FSI anticipates that 735 of these railcars will be leased by an entity other than the Partnership. The remaining 315 railcars costing approximately $23 million, will be purchased by FSI, the Partnership or an affiliated program. As of September 30, 2003, approximately 66% of these railcars have been purchased by FSI or an affiliated program for approximately $15 million. The remaining 34% of these railcars will be purchased in 2004. While FSI has not determined if the Partnership will purchase either the railcars originally purchased by FSI or any of the railcars remaining to be purchased under the agreement, it is possible the Partnership may purchase some railcars.





At September 30, 2003, railcars with an original equipment cost of $16.2 million were owned by FSI, some of which were purchased from the above transaction. While FSI has neither determined if a Program Affiliate will purchase these railcars nor the timing of any purchases, it is possible the Partnership may purchase some of the railcars.





Commitments and contingencies as of September 30, 2003 are as follows (in thousands of dollars):





Less than
1-3
4-5
After 5Current Obligations

Total

1 Year

Years

Years

YearsCommitment to purchase railcars


$23,539
1
$16,159

$7,380


$--

$--Non-recourse debt


933

263

670Line of credit


--

--

--


--

--$24,472

$16,422

$8,050


--

$--


1  While FSI has neither determined if a Program Affiliate will purchase these railcars nor the timing of any purchases, it is possible the Partnership may purchase some of the railcars.







(IV)  RECENT ACCOUNTING PRONOUNCEMENTS





In January 2003, Financial Accounting Standards Board (FASB) issued Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN 46). This interpretation clarifies existing accounting principles related to the preparation of consolidated financial statements when the owners of an USPE do not have the characteristics of a controlling financial interest or when the equity at risk is not sufficient for the entity to finance its activities without additional subordinated financial support from others. FIN 46 requires the Partnership to evaluate all existing arrangements to identify situations where the Partnership has a "variable interest," commonly evidenced by a guarantee arrangement or other commitment to provide financial support, in a "variable interest entity," commonly a thinly capitalized entity, and further determine when such variable interest requires the Partnership to consolidate the variable interest entities financial statements with its own. The Partnership is required to perform this assessment by December 31, 2003 and consolidate any variable interest entities for which the Partnership will absorb a majority of the entities expected losses or receive a majority of the expected residual gains. The General Partner has not completed its analysis and has not concluded on the impact that FIN 46 will have.





In May 2003, FASB issued Statement of Financial Accounting Standard No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity" (SFAS No. 150) which establishes standards for how the Partnership classifies and measures certain financial instruments with characteristics of both liabilities and equity. This standard was to be effective for the Partnerships quarter ending September 30, 2003. In October 2003, however, the FASB deferred the application of SFAS No. 150 indefinitely.





In September 2001, the Accounting Standards Executive Committee (AcSEC) issued an Exposure Draft on a Statement of Position, "Accounting for Certain Costs and Activities Related to Property, Plant and Equipment" (the "Proposed Statement"). On September 9, 2003, AcSEC voted to approve the Proposed Statement and is expected to present it to the FASB in the fourth quarter of 2003. At this time, it is unclear whether the Proposed Statement will be issued or in what form. If the existing Proposed Statement is issued, it would require the Partnership to modify its accounting policy for maintenance and repairs. Such costs would no longer be accrued in advance of performing the related maintenance and repairs; rather, the Proposed Statement requires these costs to be capitalized and amortized over their estimated useful life.







(V)  OUTLOOK FOR THE FUTURE





Several factors may affect the Partnerships operating performance during the remainder of 2003 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.





Other factors affecting the Partnerships contribution during the remainder of 2003 and beyond include:





(1)  A significant number of the Partnerships marine containers are in excess of 13 years of age and are no longer suitable for use in international commerce either due to its specific physical condition or lessees preference for newer equipment. Demand for these marine containers will continue to be weak due to their age. In addition, some of the Partnerships refrigerated marine containers have become delaminated. This condition lowers the demand for these marine containers and has led to declining lease rates and lower utilization on containers with this problem;





(2)  Signs of economic recovery in the railcar segment continue to be mixed with some indicators showing less strength than previously forecasted. Total industrial production, the general driver of demand for railcars, is now projected to be unchanged in 2003. Chemical railcar loadings, the most important driver for the majority of the Partnerships fleet, are now flat versus 2002 as reported by the American Association of Railroads. If manufacturing recovers, chemical and allied products carloadings are generally forecasted to grow in the fourth quarter of 2003 but not to rebound strongly until 2004. On the positive side, North American railcar manufacturing capacity utilization, as reported informally by the manufacturers themselves, continues to demonstrate the increase noted at the end of the second quarter, and lead times have extended into the second quarter of next year. The speed of recovery in lease rates continues to be dependent on the number of idle railcars in fleets owned by various shippers and leasing competitors who have been very aggressive in quoted rates compared to historical norms;





(3)  The Partnerships partially-owned marine  vessel is designated as a Clean Product Carrier and as such transports and trades on voyage and term charters with Clean Petroleum Products such as gasoline, jet fuel, clean diesel oil, condensate, etc. and on occasion, clean chemicals in liquid form . Freight rates earned during the first three quarters of 2003 showed some strength compared with 2002. The first quarter benefited from the continued political turmoil in Venezuela and the start up of the Iraqi conflict. Higher crude oil prices and reduced supply of gasoline and jet fuels available on the United States East Coast (USEC) due to the shut down of the Venezuela supply channel, meant longer haul product supplies out of Europe and the Baltic to maintain inventories for USEC . The net effect was improved transportation rates for our product carrier during the first two quarters of 2003. In the third quarter of 2003, the daily rates started drifting slightly lower after both conflicts were resolved and the beginning of the summer season. The General Partner believes that the product markets will strengthen with the increase in worldwide economies, increase imports and demand in the fourth quarter 2003 ;





(4)  Utilization of intermodal trailers owned by the Partnership was 58% in the three months ended September 30, 2003 which was approximately 2% below the three months ended September 30, 2002.  Industry-wide utilization of intermodal trailers was 50% in the three months ended September 30, 2003 compared to 52% in the same period of 2002.  As the Partnership's 45' trailers are smaller than the 48' trailers that many shippers prefer, the General Partner expects utilization to have little opportunity to increase over the next few years;





(5)  Market demand for new and used aircraft has been severely impacted by the poor financial condition of the airline industry. As a result of these events, the Partnership has had to renegotiate leases on its owned aircraft during 2002 and 2003 that will result in a decrease in revenues during 2003. The General Partner believes that there is a significant oversupply of commercial aircraft available, that has caused a decrease in aircraft fair market values and that this oversupply will continue for some time. The General Partner does not expect these aircraft to return to their pre-September 11, 2001 values.





During 2001, the lessee of three Stage II Boeing 737-200 commercial aircraft notified the General Partner of its intention to return this aircraft and stopped making lease payments. During October 2002, the General Partner reached an agreement with the lessee of these aircraft for the past due lease payments. The lessee made an initial payment during October 2002, to be followed by 23 equal monthly installments beginning in November 2002. Unpaid outstanding amounts will accrue interest at a rate of 5%. The balance outstanding at September 30, 2003 was $2.0 million. Due to the uncertainty of ultimate collection, the General Partner will continue to fully reserve the unpaid outstanding balance less the security deposit from this lessee. During 2003, the Partnership sold two of these Boeing 737-200 commercial aircraft to an independent third party. As of November 13, 2003, the lessee was current with all the installment payments due to the Partnership except for the installment payment due during November.





Additionally, the same lessee is continuing to lease the remaining aircraft on a month to month lease agreement. As of November 13, 2003, the lessee is five months in arrears with its lease payments to the Partnership totaling $0.4 million on this aircraft and the two sold aircraft. The General Partner is currently reviewing its options including the possibility of sending the lessee a notification of default. Due to the age of the remaining aircraft and the economic condition of the airline industry, should the General Partner repossess this aircraft, it will be difficult to remarket and may be off-lease for a considerable period of time.





The Partnership also owns two DHC-8-102 commuter aircraft that were on a lease through February 2003 to Allegheny Airlines, Inc., a wholly owned subsidiary of US Airways, Inc., both of which declared bankruptcy on August 11, 2002. On October 9, 2002, the General Partner received notification that the leases for the two aircraft had been rejected and the aircraft were returned. At September 30, 2003, the Partnership has $0.1 million in receivables due from this lessee. The General Partner recorded an allowance for bad debts for the amount due. One of these aircraft is currently in storage and being remarketed for lease or sale. Given the current oversupply of aircraft of this type, this aircraft may remain in storage and off-lease for the foreseeable future. The other aircraft is on consignment to a vendor who will part-out this aircraft.





During March 2003, the General Partner received notification from another lessee that leased two Boeing 737-200 commercial aircraft and a DHC-8-300, that it was declaring bankruptcy. The lease on one Boeing 737-200 expired during May 2003 and the plane was returned to the Partnership and subsequently sold, the remaining leases on two aircraft were amended and are due to expire during July 2004 and January 2005. The General Partner reduced the lease rate with this lessee to an amount approximately 30% of the original lease amount and deferred the lease payments due in the third quarter 2003. At September 30, 2003, the Partnership has $0.8 million due from this lessee for past due rents. The General Partner recorded an allowance for bad debts for the amount of $0.5 million;





(6)  The General Partner has seen an increase in its insurance premiums on its equipment portfolio and is finding it more difficult to find an insurance carrier with which to place the coverage. Premiums for aircraft have increased over 50% and for other types of equipment the increases have been over 25%. The increase in insurance premiums caused by the increased rate will be partially mitigated by the reduction in the value of the Partnerships equipment portfolio caused by the events of September 11, 2001 and other economic factors. The General Partner has also experienced an increase in the deductible required to obtain coverage. This may have a negative impact on the Partnership in the event of an insurance claim;





(7)  As a result of the increase in off-lease equipment, the General Partner expects the Partnership will be paying higher remarketing and storage costs during the remainder of 2003; and





(8)  Starting on July 1, 2004, the period in which the reduced rate for management fee was in effect will expire and the rate will return to the pre-settlement rate.





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. Alternatively, the General Partner may make a determination to enter equipment markets in which it perceives opportunities to profit from supply/demand instabilities or other market imperfections.





The Partnership may commit its cash flow, surplus cash, and equipment sale proceeds to purchase additional equipment, consistent with the objectives of the Partnership, until December 31, 2004. The General Partner believes that these acquisitions may cause the Partnership to generate additional earnings and cash flow for the Partnership. The Partnership will terminate on December 31, 2010, unless terminated earlier upon sale of all equipment and by certain other events.





The Partnership intends to use cash flow from operations to satisfy its operating requirements, pay loan principal and interest on debt, purchase additional equipment and pay cash distributions to the partners.





The General Partner does not anticipate declaring any cash distributions to the partners until at least the end of the investment phase of the Partnership. Cash distributions when paid to the partners generally consist of both a return of and a return on capital. Cash distributions do not represent and are not indicative of yield on investment. Actual yield on investment cannot be determined with any certainty until conclusion of the Partnership and will be dependent upon the collection of all future contracted rent, the generation of renewal and/or re-lease rents and the residual value realized for each asset at its disposal.





(VI)  FORWARD-LOOKING INFORMATION





Except for the historical information contained herein, this Form 10-QSB 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-QSB should be read as being applicable to all related forward-looking statements wherever they appear in this Form 10-QSB. There are a number of important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made herein. These factors include, but are not limited to, the collection of the Partnerships contracted rents, the realization of residual proceeds, and future economic conditions.





ITEM 3.  CONTROLS AND PROCEDURES





Limitations on the Effectiveness of Controls





The General Partners management, including its President and Chief Financial Officer (CFO), does not expect that our internal controls or disclosure control will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.





Because of the inherent limitations in all control systems, no evaluation of control can provide absolute assurance that all control issues and instances of fraud, if any, within the Partnership have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, collusion of two or more people, or by management override of the control. The design of any system of controls also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.





Notwithstanding the forgoing limitations, we believe that our internal controls and disclosure control provide reasonable assurances that the objectives of our control system are met.





Quarterly Evaluation of the Partnerships Disclosure Controls and Internal Controls





(1)  Within the 90-day period prior to the filing of this report, the General Partner carried out an evaluation, under the supervision and with the participation of the General Partners management, including its President and CFO, of the effectiveness of the design and operation of the Partnerships disclosure controls and procedures pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 (the "Exchange Act"). Based upon that evaluation, the President and CFO concluded that the Partnerships disclosure controls and procedures are effective in timely alerting them to material information relating to the Partnerships required to be included in the Partnerships exchange act filings.





(2)  There have been no significant changes in the Partnerships internal controls or in other factors which could significantly affect internal controls subsequent to the date of the General Partner carried out its evaluations.










PART II  OTHER INFORMATION








ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K





(a)  Exhibits





10.10  Sixth amendment to the Warehouse Credit Agreement, dated September 30, 2003.





99.1  Certificate of President pursuant to Section 906 of Sarbanes - Oxley Act.





99.2  Certificate of Chief Financial Officer pursuant to Section 906 of Sarbanes - Oxley Act.





(b)  Reports on Form 8-K





None.






























































CONTROL CERTIFICATION











I, James A. Coyne, certify that:





1.  I have reviewed this quarterly report on Form 10-QSB of PLM Equipment Growth Fund V.





2.  Based on my knowledge, this quarterly 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 quarterly report;





3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;





4.  The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:





a)  designed such disclosure controls and procedures to ensure that material information relating to the registrant is made known to us by others, particularly during the period in which this quarterly report is prepared;





b)  evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and





c)  presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;





5.  The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and board of Managers:





a)  all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and





b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and





6.  The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.














Date: November 13, 2003  By:




/s/ James A. Coyne





President

























CONTROL CERTIFICATION











I, Richard K Brock, certify that:





1.  I have reviewed this quarterly report on Form 10-QSB of PLM Equipment Growth Fund V.





2.  Based on my knowledge, this quarterly 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 quarterly report;





3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;





4.  The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:





a)  designed such disclosure controls and procedures to ensure that material information relating to the registrant is made known to us by others, particularly during the period in which this quarterly report is prepared;





b)  evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and





c)  presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;





5.  The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and board of Managers:





a)  all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and





b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and





6.  The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.














Date: November 13, 2003  By:




/s/ Richard K Brock


Richard K Brock


Chief Financial Officer


(Principal Financial Officer)