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, 1997


       [  ]   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,
                                                                             1997                 1996
                                                                         -----------------------------------
   <S>                                                                   <C>                  <C>
   Assets:

   Equipment held for operating lease, at cost                           $   126,471          $   155,004
   Less accumulated depreciation                                             (73,333 )            (81,541 )
                                                                         -----------------------------------
                                                                              53,138               73,463
   Equipment held for sale                                                     5,627                    -
                                                                         -----------------------------------
     Net equipment                                                            58,765               73,463

   Cash and cash equivalents                                                   1,697                4,662
   Restricted cash                                                               150                  553
   Investments in unconsolidated special-purpose entities                     19,837               12,673
   Accounts and note receivable, net of allowance for doubtful
         accounts of $823 in 1997 and $236 in 1996                             4,387                3,508
   Net investment in direct finance leases                                     1,973                2,282
   Prepaid expenses and other assets                                              67                  557
   Deferred charges, net of accumulated amortization of
         $877 in 1997 and $684 in 1996                                           507                  721
                                                                         -----------------------------------

   Total assets                                                          $    87,383          $    98,419
                                                                         ===================================

   Liabilities and partners' capital:

   Liabilities:
   Accounts payable and accrued expenses                                 $     1,070          $     1,060
   Due to affiliates                                                             612                  699
   Lessee deposits and reserve for repairs                                     2,631                3,901
   Short-term note payable                                                     9,110                2,463
   Note payable                                                               33,500               38,000
                                                                         -----------------------------------
       Total liabilities                                                      46,923               46,123
                                                                         -----------------------------------

   Partners' capital:
   Limited partners (9,086,608 depositary units as of September
         30,1997 and 9,169,019 as of  December 31, 1996)                      40,460               52,296
   General Partner                                                                 -                    -
                                                                         -----------------------------------
       Total partners' capital                                                40,460               52,296
                                                                         -----------------------------------

   Total liabilities and partners' capital                               $    87,383          $    98,419
                                                                         ===================================

</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,
                                                         1997         1996               1997            1996
                                                    --------------------------------------------------------------
   <S>                                              <C>            <C>                <C>             <C>
   Revenues:

   Lease revenue                                    $   7,218      $   5,634          $ 23,556        $ 20,979
   Interest and other income                               61            426               190             831
   Net gain on disposition of equipment                   193          3,118             2,418          13,807
                                                    --------------------------------------------------------------
       Total revenues                                   7,472          9,178            26,164          35,617
                                                    --------------------------------------------------------------

   Expenses:

   Depreciation and amortization                        3,994          3,404            12,122           9,633
   Marine equipment operating expense                   1,277          1,250             5,289           4,887
   Repairs and maintenance                                787            710             2,208           1,865
   Interest expense                                       618            686             1,935           2,127
   Insurance expense to affiliate                         146            184               582             589
   Other insurance expense                                290            177               742             781
   Management fees to affiliate                           374            330             1,149           1,076
   General and administrative expenses
         to affiliates                                    282            235               748             591
   Other general and administrative expenses              158            206               497             583
   Provision for bad debt                                 209             48               588              77
                                                    --------------------------------------------------------------
       Total expenses                                   8,135          7,230            25,860          22,209
                                                    --------------------------------------------------------------

   Equity in net income (loss) of unconsol-
         idated special-purpose entities                 (189 )            4               165            (498 )
                                                    --------------------------------------------------------------

   Net income (loss)                                $    (852 )    $   1,952          $    469        $ 12,910
                                                    ==============================================================

   Partners' share of net income (loss):

   Limited partners                                 $  (1,044 )    $   1,711          $   (107 )      $ 12,186
   General Partner                                        192            241               576             724
                                                    --------------------------------------------------------------

   Total                                            $    (852 )    $   1,952          $    469        $ 12,910
                                                    ==============================================================

   Net   income (loss) per weighted-average
   depositary unit (9,114,033 units and
         9,170,639 units as of September 30,
         1997 and 1996, respectively)               $   (0.11 )    $    0.19          $  (0.01 )      $   1.33
                                                    ==============================================================

   Cash distributions                               $   3,825      $   4,834          $ 11,520        $ 14,489
                                                    ==============================================================
   Cash distributions per  weighted-average
         depositary unit                            $    0.40      $    0.50          $   1.20        $   1.50
                                                    ==============================================================

</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, 1995 to September 30, 1997
                            (in thousands of dollars)

<TABLE>
<CAPTION>


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

   <S>                                                     <C>                   <C>                 <C>
   Partners' capital as of  December 31, 1995              $    58,017           $     -             $   58,017

   Net income                                                   11,524               917                 12,441

   Repurchase of depositary units                                  (79 )               -                    (79 )

   Cash distributions                                          (17,166 )            (917 )              (18,083 )
                                                           -------------------------------------------------------

   Partners' capital as of  December 31, 1996                   52,296                 -                 52,296

   Net income (loss)                                              (107 )             576                    469

   Repurchase of depositary units                                 (785 )               -                   (785 )

   Cash distributions                                          (10,944 )            (576 )              (11,520 )
                                                           -------------------------------------------------------

   Partners' capital as of  September 30, 1997             $    40,460           $     -             $   40,460
                                                           =======================================================


</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,
                                                                                   1997          1996
                                                                               ------------------------------
  <S>                                                                           <C>           <C>
  Operating activities:
  Net income                                                                    $     469     $   12,910
  Adjustments to reconcile net income to net cash provided
        by operating activities:
    Net gain on disposition of equipment                                           (2,418 )      (13,807 )
    Equity in net (income) loss from unconsolidated
          special-purpose entities                                                   (165 )          498
    Depreciation and amortization                                                  12,122          9,633
    Changes in operating assets and liabilities:
      Restricted cash                                                                 403            147
      Accounts and note receivable, net                                              (586 )         (142 )
      Prepaid expenses                                                                490            (38 )
      Accounts payable and accrued expenses                                            10             (9 )
      Due to affiliates                                                               (87 )         (306 )
      Lessee deposits and reserve for repairs                                      (1,270 )          (81 )
                                                                                -----------------------------
          Net cash provided by operating activities                                 8,968          8,805
                                                                                -----------------------------

  Investing activities:
  Payments for purchase of equipment and capital improvements                        (155 )      (31,235 )
  Payments of acquisition-related fees to affiliate                                     -         (1,387 )
  Payments of lease negotiation fees to affiliate                                       -           (308 )
  Investment in and equipment purchased and placed in
        unconsolidated special-purpose entities                                    (9,110 )       (5,919 )
  Liquidation of investment in equipment placed in
        unconsolidated special-purpose entities                                         -         10,455
  Distributions from unconsolidated special-purpose entities                        2,111          3,653
  Principal payments received from direct finance leases                                -            240
  Proceeds from disposition of equipment                                            5,379         29,028
                                                                                -----------------------------
          Net cash (used in) provided by investing activities                      (1,775 )        4,527
                                                                                -----------------------------

  Financing activities:
  Proceeds from short-term note payable                                             9,110          5,610
  Payments of short-term note payable                                              (2,463 )       (5,610 )
  Payments of note payable                                                         (4,500 )            -
  Cash distributions paid to limited partners                                     (10,944 )      (13,765 )
  Cash distributions paid to General Partner                                         (576 )         (724 )
  Repurchase of depositary units                                                     (785 )          (79 )
  Payment for loan costs                                                                -           (133 )
                                                                                -----------------------------
          Net cash used in financing activities                                   (10,158 )      (14,701 )
                                                                                -----------------------------

  Net decrease in cash and cash equivalents                                        (2,965 )       (1,369 )
  Cash and cash equivalents at beginning of period                                  4,662          5,583
                                                                                -----------------------------
  Cash and cash equivalents at end of period                                    $   1,697     $    4,214
                                                                                =============================

  Supplemental information:

  Interest paid                                                                 $   1,993     $    2,157
                                                                                ===========================
</TABLE>

                       See accompanying notes to financial
                                  statements.


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1997

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, 1997 and December 31, 1996,  the statements of
operations for the three and nine months ended  September 30, 1997 and 1996, the
statements of changes in partners'  capital for the period  December 31, 1995 to
September 30, 1997,  and the  statements of cash flows for the nine months ended
September  30,  1997 and 1996.  Certain  information  and  footnote  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, 1996, on file at the
Securities and Exchange Commission.

2.   Reclassifications

Certain  amounts in the 1996  financial  statements  have been  reclassified  to
conform to the 1997 presentation.

3.   Repurchase of Depositary Units

In 1996, the Partnership  announced a plan to repurchase  approximately  120,000
depositary  units for an aggregate  purchase price of up to $1.2 million.  As of
September 30, 1997, the Partnership has repurchased  82,000 depositary units for
$0.8 million.  The General  Partner may repurchase  the additional  units in the
future.

4.   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, 1997,  respectively.
Cash  distributions  to limited  partners  in excess of net income  represent  a
return of capital.  All cash  distributions to the limited partners for the nine
months ended  September 30, 1997 were deemed to be a return of capital.  None of
the cash  distributions  to the limited  partners  during the nine months  ended
September  30, 1996 were deemed to be a return of  capital.  Cash  distributions
related to the results from the third  quarter of 1997,  of $2.7  million,  were
paid or are payable during  October and November 1997,  depending on whether the
individual   limited   partner   elected  to  receive  a  monthly  or  quarterly
distribution check.

5.   Investments in Unconsolidated Special-Purpose Entities

The net investments in unconsolidated  special-purpose  entities (USPEs) include
the following  jointly-owned  equipment (and related assets and liabilities) (in
thousands):
<TABLE>
<CAPTION>

                                                                                 September 30,       December 31,
                                                                                       1997               1996
                                                                                 -----------------------------------
       <S>                                                                       <C>                 <C>
       47.5% interest in an entity owning a product tanker                       $    8,626          $          -
       17% interest in two trusts owning three commercial aircraft, two
                aircraft engines, and a portfolio of aircraft rotables                3,827                 4,565
       25% interest in two commercial aircraft on direct finance lease                2,908                 2,768
       50% interest in an entity owning a bulk carrier                                2,529                 3,196
       50% interest in an entity owning a product tanker                              1,947                 2,144
                                                                                 -----------         -------------
         Net investments                                                         $   19,837          $     12,673
                                                                                 ===========         =============

</TABLE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1997

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

During the nine months ended  September 30, 1997, the  Partnership  purchased an
interest in an entity  owning a product  tanker for $9.1  million  and  incurred
acquisition  and lease  negotiation  fees of $0.5 million to FSI (the  remaining
interest in this product tanker is owned by an affiliated partnership).

6.   Equipment

The components of owned equipment are as follows (in thousands):
<TABLE>
<CAPTION>

                                                September 30,       December 31,
                                                   1997                1996
                                               ----------------------------------
   Equipment held for operating leases:

   <S>                                         <C>                 <C>
   Aircraft                                    $   49,838          $    57,205
   Marine vessels                                  35,005               52,259
   Marine containers                               20,442               24,451
   Rail equipment                                  11,500               11,406
   Trailers                                         9,686                9,683
                                               -----------         ------------
                                                  126,471              155,004
   Less accumulated depreciation                  (73,333 )            (81,541 )
                                               -----------         ------------
                                                   53,138               73,463
   Equipment held for sale                          5,627                    -
                                               -----------         ------------
     Net equipment                             $   58,765          $    73,463
                                               ===========         ============

</TABLE>

As of September  30,  1997,  all of the  equipment  was on lease or operating in
PLM-affiliated  short-term trailer rental  facilities.  As of December 31, 1996,
all of the  equipment  was on lease or  operating in  PLM-affiliated  short-term
trailer  rental  facilities,  except for 14 railcars.  The net book value of the
equipment off lease was $0.2 million as of December 31, 1996.

Equipment  held for sale is stated at the lower of the  equipment's  depreciated
cost or fair value  less cost to sell.  As of  September  30,  1997,  one marine
vessel,  which is  currently  on lease and  subject  to a pending  sale for $7.5
million,  was held for sale. Also, two Metro III aircraft which are currently on
lease and subject to a pending sale for $1.3 million, were held for sale.

During the nine months ended September 30, 1997, the Partnership  disposed of an
aircraft engine, marine containers, railcars, and trailers with an aggregate net
book value of $3.0 million for $5.4 million.

During the nine months ended  September 30, 1996,  the  Partnership  disposed of
marine  containers,  aircraft  engines and railcars  with an aggregate  net book
value of $4.5 million for proceeds of $7.7 million.  The Partnership also sold a
mobile  offshore  drilling  unit  with a net book  value of  $10.7  million  for
proceeds of $21.3 million.

7.   Transactions with General Partner and Affiliates

Partnership  management fees payable to an affiliate of the General Partner were
$0.5 million and $1.0  million as of  September  30, 1997 and December 31, 1996,
respectively. The Partnership's proportional share of USPE-affiliated management
fees of $0.1  million  and $26,000  were  payable as of  September  30, 1997 and
December 31, 1996, respectively.




                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1997

7.   Transactions with General Partner and Affiliates (continued)

The Partnership's  proportional share of the affiliated expenses incurred by the
USPEs during 1997 and 1996 is listed in the following table (in thousands):

<TABLE>
<CAPTION>

                                                       For the Three Months               For the Nine Months
                                                       Ended September 30,                Ended September 30,
                                                       1997           1996               1997            1996
                                                    --------------------------------------------------------------

   <S>                                              <C>            <C>                <C>             <C>
   Management fees                                  $      66      $      89          $    203        $    227
   Insurance expense                                       47             56               195             170
   Data processing and administrative
      expenses                                             15             42                47              65

</TABLE>

Transportation Equipment Indemnity Company, Ltd. (TEI) provides marine insurance
coverage for Partnership  equipment and other insurance brokerage services.  TEI
is an affiliate of the General Partner.

Lease  negotiation  and  equipment   acquisition  fees  from  the  Partnership's
proportional  share of USPEs of $0.5  million were paid or accrued to FSI during
the nine months  ended  September  30,  1997,  and of $0.3  million were paid or
accrued to PLM Worldwide  Management Services (WMS) during the nine months ended
September 30, 1996. WMS is a wholly-owned  subsidiary of PLM International,  Inc
(PLMI).

The balance due to affiliates as of September 30, 1997 includes $0.5 million due
to FSI and its  affiliates  and $0.1  million  due to USPEs.  The balance due to
affiliates  as of December  31, 1996  includes  $1.0  million due to FSI and its
affiliates and $0.3 million due from USPEs.

8.   Debt

The General  Partner  entered  into a  short-term,  joint $50.0  million  credit
facility.  As of September  30, 1997,  the  Partnership  had  borrowings of $9.1
million  under the  short-term  joint  $50.0  million  credit  facility  and PLM
Equipment Growth Fund VI had $10.0 million in outstanding  borrowings.  No other
eligible borrower had any outstanding borrowings.

9.   Contingencies

As more fully  described by the  Partnership in its Form 10-K for the year ended
December 31,1996,  PLMI 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). On March
6, 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),  following which  plaintiffs  filed a
motion to remand the action to the state  court.  On  September  24,  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.  On October 3, 1997, plaintiffs filed a
motion  requesting  that the  district  court  reconsider  its ruling or, in the
alternative,   that  the  court  modify  its  order  dismissing  the  California
plaintiff's  claims so that it is a final  appealable  order, as well as certify
for an immediate  appeal to the Eleventh  Circuit  Court of Appeals that part of
its order denying plaintiffs' motion to remand. On October 7, 1997, the district
court  denied each of these  motions.  On October 10, 1997,  defendants  filed a
motion  to  compel  arbitration  of  plaintiffs'  claims  and  to  stay  further
proceedings  pending the outcome of such  arbitration.  PLMI  believes  that the
allegations  of the Koch  action are  completely  without  merit and  intends to
defend this matter vigorously.

<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1997


9.   Contingencies (continued)

On June 5, 1997,  PLMI 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 named plaintiff has alleged the same facts and the same nine
causes of action as is in the Koch  action (as  described  in the  Partnership's
Form 10-K for the year ended December 31, 1996),  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,  a  claim  for  constructive  fraud,  a claim  for  unjust
enrichment, a claim for violations of California Corporations Code Section 1507,
and a claim for treble  damages under  California  Civil Code Section 3345.  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  sponsored by PLM Securities,  for which
FSI acts as the general partner, including the Partnership, PLM Equipment Growth
Funds IV, and VI, and PLM Equipment Growth & Income Fund VII.

PLMI and the other  defendants  removed  the Romei  action to the United  States
District Court for the Northern  District of California  (Case No. C-97-2450 SC)
on June 30,  1997,  based on the federal  court's  diversity  jurisdiction.  The
defendants then filed a motion to compel arbitration of the plaintiffs'  claims,
based  on an  agreement  to  arbitrate  contained  in  the  Partnership  limited
partnership  agreement,  to which plaintiff is a party. Pursuant to an agreement
with  plaintiff,  PLMI and the other  defendants  withdrew  their  petition  for
removal of the Romei action and their motion to compel arbitration,  and on July
31, 1997, filed with the district court for the Northern  District of California
(Case No. C-97-2847 WHO) a 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 agreement, plaintiff agreed to a stay of the state court action pending the
district court's decision on the petition to compel  arbitration.  On October 7,
1997, the district  court denied PLMI's  petition to compel and indicated that a
memorandum  decision would follow. On October 22, 1997, the district court filed
its  memorandum  decision  and  order,  explaining  the reason for its denial of
PLMI's  petition to compel.  The district  court  reasoned that the  plaintiff's
claims are grounded in securities law, and therefore,  excluded from arbitration
under the terms of the Partnership agreement.  On August 22, 1997, the plaintiff
filed an  amended  complaint  with the state  court  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 Section  1709 and 1710.  PLMI will soon be required to respond to the
amended  complaint,  and a status  conference has been set for December 5, 1997.
PLMI believes that the allegations of the amended  complaint in the Romei action
are completely without merit and intends to defend this matter vigorously.

10.  Subsequent Event

During October 1997, the  short-term  credit  facility was amended and restated,
and  extended  the  termination  date of the  facility to November 3, 1997.  The
General Partner  believes it will be able to extend the credit facility prior to
its expiration with similar terms.












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

(I)  RESULTS OF OPERATIONS

Comparison of the Partnership's Operating Results for the Three Months
Ended September 30, 1997 and 1996

(A)   Owned Equipment Operations

Lease revenues less direct expenses  (defined as repair and maintenance,  marine
equipment operation,  and asset-specific  insurance expenses) on owned equipment
increased during the three months ended September 30, 1997, when compared to the
same quarter of 1996.  The following  table  presents lease revenues less direct
expenses by owned equipment type (in thousands):

<TABLE>
<CAPTION>
                                                                            For the Three Months
                                                                             Ended September 30,
                                                                            1997             1996
                                                                         ----------------------------
   <S>                                                                   <C>            <C>
   Aircraft and aircraft engines                                         $  2,393       $    1,312
   Marine vessels                                                             902              544
   Marine containers                                                          524              675
   Rail equipment                                                             460              440
   Trailers                                                                   450              351

</TABLE>

Aircraft and aircraft engines:  Aircraft lease revenues and direct expenses were
$2.4 million and $21,000, respectively, for the three months ended September 30,
1997, compared to $1.3 million and $10,000, respectively, during the same period
of 1996.  The increase in aircraft  contribution  was due to the transfer of two
commercial  aircraft into the Partnership  from  unconsolidated  special-purpose
entities and the purchase of three commercial  aircraft during the third quarter
of 1996.

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $3.0
million and $2.1 million, respectively, for the three months ended September 30,
1997, compared to $2.5 million and $2.0 million,  respectively,  during the same
period of 1996. The increase in marine vessel  revenues was primarily due to one
marine  vessel  that did not earn  lease  revenues  for one  month of the  third
quarter of 1996 while required dry docking was performed. The increase in marine
vessel  expenses  during the third  quarter of 1997 was due  primarily to higher
repairs and maintenance.

Marine containers: Marine container lease revenues and direct expenses were $0.5
million and $4,000, respectively, for the three months ended September 30, 1997,
compared to $0.7  million and $5,000,  respectively,  during the same quarter of
1996.  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.

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,
1997 and 1996.  Although the railcar fleet remained relatively the same size for
both quarters, the increase in railcar contribution resulted from a net increase
in lease revenues.

Trailers:  Trailer lease revenues and direct expenses were $0.7 million and $0.2
million,  respectively,  for the three months ended September 30, 1997, compared
to $0.5 million and $0.2 million, respectively,  during the same period of 1996.
A  larger  number  of  the   Partnership's   trailers  were   operating  in  the
PLM-affiliated  short-term  rental yards  during the third  quarter of 1997 when
compared to the same period of 1996.  Trailers  earn higher lease rates while in
the  affiliated  short-term  rental  yards than they earned while on term lease;
however,  the  trailers  also  incurred  higher  maintenance  costs while in the
PLM-affiliated short-term rental yards.





(B)   Indirect Expenses Related to Owned Equipment Operations

Total indirect expenses of $5.6 million for the quarter ended September 30, 1997
increased  from  $4.9  million  for the same  period  in 1996.  The  significant
variances are explained as follows:

     (1) A $0.6 million increase in depreciation and amortization  expenses from
1996 levels reflects the purchase of three commercial  aircraft and the transfer
of two commercial  aircraft from USPEs during 1996,  which was offset in part by
the double-declining balance method of depreciation.

     (2) A $0.2 million  increase in bad debt expenses was due to an increase in
uncollectable amounts due from certain lessees.

     (3) A $0.1 million  decrease in interest expense was due to a lower balance
outstanding on the notes payable when compared to the same period of 1996.

(C)   Net Gain on Disposition of Owned Equipment

The net gain on the  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. Net gain
on  disposition of equipment for the third quarter of 1996 totaled $3.1 million,
and resulted  mainly from the sale of aircraft  engines with a net book value of
$3.1 million, for proceeds of $6.1 million. The remaining gain resulted from the
sale or disposal of marine containers with a net book value of $0.6 million, for
proceeds of $0.7 million.

(D)  Interest and Other Income

Interest and other income  decreased  $0.4 million  during the third  quarter of
1997 when compared to the same period of 1996.  Interest  income  decreased $0.2
million,  due primarily to lower cash balances  available  for  investment,  and
other income decreased $0.2 million,  due to a business  interruption claim that
was received during 1996. No such claim was received during 1997.

(E)  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):

<TABLE>
<CAPTION>

                                                                            For the Three Months
                                                                             Ended September 30,
                                                                            1997             1996
                                                                         ----------------------------
   <S>                                                                   <C>               <C>
   Aircraft, rotable components, and aircraft engines                    $    303          $  (149 )
   Marine vessels                                                            (492 )            153

</TABLE>

Aircraft,  rotable  components,  and aircraft engines: As of September 30, 1997,
the  Partnership  had an  interest  in two  trusts  that  own  three  commercial
aircraft,  two aircraft engines, and a portfolio of aircraft rotables,  and also
had an interest in two  commercial  aircraft on a direct  finance  lease.  As of
September 30, 1996, the Partnership owned an interest in the two trusts that own
three commercial  aircraft,  two aircraft  engines,  and a portfolio of aircraft
rotables;  owned an interest in a trust that held seven commercial aircraft; and
had just  purchased an interest in a trust that held five  commercial  aircraft.
During the third  quarter  of 1997,  revenues  of $0.6  million  were  offset by
depreciation and administrative expenses of $0.3 million. During the same period
of 1996,  lease  revenues  of $1.0  million  were  offset  by  depreciation  and
administrative  expenses of $1.2  million.  The  decrease in lease  revenues and
administrative  expenses was due to the transfer of two commercial aircraft from
the USPEs to the Partnership,  and was offset in part by the revenue earned from
the  interest  in the  direct  finance  lease that was  purchased  in the fourth
quarter of 1996.

Marine vessels:  As of September 30, 1997, the Partnership  owned an interest in
three marine  vessels,  one of which was  purchased on the last day of the third
quarter.  As of September  30, 1996,  the  Partnership  owned an interest in two
marine vessels.  During the third quarter of 1997, revenues of $1.0 million were
offset by depreciation and administrative  expenses of $1.5 million.  During the
same period of 1996,  revenues of $1.0 million were offset by  depreciation  and
administrative  expenses of $0.9 million. The primary reason for the increase in
depreciation and administrative  expenses during 1997 was due to the purchase of
the additional marine vessel in the third quarter of 1997.

(F)  Net Income (Loss)

As a result of the foregoing,  the  Partnership's net loss for the quarter ended
September  30, 1997 was $0.9  million,  compared to a net income of $2.0 million
during  the same  period in 1996.  The  Partnership's  ability  to  operate  and
liquidate assets,  secure leases,  and re-lease those assets whose leases expire
is subject  to many  factors,  and the  Partnership's  performance  in the third
quarter of 1997 is not necessarily  indicative of future  periods.  In the third
quarter  of 1997,  the  Partnership  distributed  $3.6  million  to the  limited
partners, or $0.40 per weighted-average depositary unit.

Comparison of the Partnership's Operating Results for the Nine Months
Ended September 30, 1997 and 1996

(A)  Owned Equipment Operations

Lease revenues less direct expenses  (defined as repair and maintenance,  marine
equipment operation,  and asset-specific  insurance expenses) on owned equipment
increased  during the nine months ended September 30, 1997, when compared to the
same period of 1996.  The following  table  presents  lease revenues less direct
expenses by owned equipment type (in thousands):

<TABLE>
<CAPTION>

                                                                             For the Nine Months
                                                                             Ended September 30,
                                                                            1997             1996
                                                                         ----------------------------
   <S>                                                                   <C>             <C>
   Aircraft and aircraft engines                                         $  7,346        $   4,154
   Marine vessels                                                           2,854            2,860
   Marine containers                                                        1,656            2,449
   Rail equipment                                                           1,577            1,264
   Trailers                                                                 1,333            1,111
   Mobile offshore drilling unit                                                -            1,061

</TABLE>

Aircraft and aircraft engines:  Aircraft lease revenues and direct expenses were
$7.4 million and $63,000,  respectively, for the nine months ended September 30,
1997, compared to $4.2 million and $31,000, respectively, during the same period
of 1996.  The increase in aircraft  contribution  was due to the transfer of two
commercial  aircraft into the Partnership  from  unconsolidated  special-purpose
entities and the purchase of three commercial  aircraft and a commuter  aircraft
during the second and third quarters of 1996.

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses were $10.6
million and $7.8 million,  respectively, for the nine months ended September 30,
1997, compared to $10.1 million and $7.3 million, respectively,  during the same
period of 1996. The decrease in marine vessel  contribution was primarily due to
an increase in marine  operating  expenses because of the transfer of two marine
vessels from a time charter,  in which the charter pays certain marine operating
expenses,  to a voyage charter,  in which the  owner/operator is responsible for
such  expenses.  This  increase in  operating  expenses was offset in part by an
increase in the rate earned by the marine vessels when it transferred  from time
charter to voyage charter.  Also, one marine vessel that had been required to be
in drydock for a period of 1996, and not earning  revenues,  was back in service
and earning lease revenues during 1997.

Marine containers: Marine container lease revenues and direct expenses were $1.7
million and $14,000, respectively, for the nine months ended September 30, 1997,
compared to $2.5 million and $20,000,  respectively,  during the same quarter of
1996.  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.

Rail  equipment:  Rail equipment  lease  revenues and direct  expenses were $1.9
million and $0.3 million,  respectively, for the nine months ended September 30,
1997, compared to $1.8 million and $0.5 million,  respectively,  during the same
period of 1996. Although the railcar fleet remained relatively the same size for
both quarters,  the increase in railcar contribution resulted from a decrease in
running  repairs  required on certain of the  railcars in the fleet  during 1997
when compared to the same period of 1996.

Trailers:  Trailer lease revenues and direct expenses were $2.0 million and $0.6
million, respectively, for the nine months ended September 30, 1997, compared to
$1.4 million and $0.3 million, respectively, during the same period of 1996. The
number of trailers that  transferred  to the  PLM-affiliated  short-term  rental
yards increased during 1996,  resulting in a larger number of the  Partnership's
trailers  operating in the rental  yards  during 1997 when  compared to the same
period of 1996.  Trailers  earned  higher  lease rates  while in the  affiliated
short-term  rental  yards than they earned  during the same period of 1996 while
they were on term lease;  however, the trailers also incurred higher maintenance
costs.

Mobile offshore  drilling unit: Mobile offshore drilling unit lease revenues and
direct  expenses  were $1.0  million and $0,  respectively,  for the nine months
ended September 30, 1996. The  elimination of the mobile offshore  drilling unit
contribution during 1997 was due to the sale of this equipment during the second
quarter of 1996.

 (B)  Indirect Expenses Related to Owned Equipment Operations

Total indirect expenses of $17.0 million for the nine months ended September 30,
1997 increased  from $14.1 million for the same period in 1996. The  significant
variances are explained as follows:

     (1) A $2.5 million increase in depreciation and amortization  expenses from
1996 levels  reflects the purchase of three  commercial  aircraft and a commuter
aircraft,  and the transfer of two  commercial  aircraft from USPEs during 1996,
offset in part by the double-declining balance method of depreciation.

     (2) A $0.5 million  increase in bad debt expenses was due to an increase in
uncollectable amounts due from certain lessees.

     (3)  A  $0.1  million  increase  in  administrative  expenses  due  to  the
additional  allocation of rental yard costs incurred due to the increased number
of trailers in the  PLM-affiliated  short-term  rental yards which was offset in
part by a decrease in auditing and legal fee expenses.

     (4) A $0.2 million  decrease in interest expense was due to a lower balance
outstanding on the notes payable when compared to the same period of 1996.

(C)  Net Gain on Disposition of Owned Equipment

The net gain on the disposition of equipment for the nine months ended September
30, 1997  totaled  $2.4  million,  which  resulted  from the sale of an aircraft
engine,  marine  containers,  railcars,  and trailers with an aggregate net book
value of $3.0  million,  for  proceeds of $5.4  million.  For the same period of
1996,  the $13.8 million net gain  resulted  from the sale of a mobile  offshore
drilling  unit with a net book value of $10.7  million,  for  proceeds  of $21.3
million, and marine containers, aircraft engines, and railcars with an aggregate
net book value of $4.5 million, for proceeds of $7.7 million.

(D)   Interest and Other Income

Interest  and other  income  decreased  $0.6  million for the nine months  ended
September  30,  1997  when  compared  to the same  period  of 1996,  and was due
primarily to a $0.4 business  interruption  claim that was received during 1996.
No such claim was received during 1997. Additionally,  interest income decreased
$0.2  million  due to lower  average  cash  balances  available  for  investment
throughout most of the 1997 when compared to the same period of 1996.

(E)  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):

<TABLE>
<CAPTION>

                                                                             For the Nine Months
                                                                             Ended September 30,
                                                                            1997             1996
                                                                         ----------------------------
   <S>                                                                   <C>               <C>
   Aircraft, rotable components, and aircraft engines                    $    915          $  (393 )
   Marine vessels                                                            (750 )           (105 )

</TABLE>

Aircraft,  rotable  components,  and aircraft engines: As of September 30, 1997,
the  Partnership  has an  interest  in two  trusts  that  own  three  commercial
aircraft,  two aircraft engines, and a portfolio of aircraft rotables,  and also
has an interest in two  commercial  aircraft on a direct  finance  lease.  As of
September 30, 1996,  the  Partnership  owned the interest in the two trusts that
own three commercial aircraft, two aircraft engines, and a portfolio of aircraft
rotables;  owned an interest in a trust that held seven commercial aircraft; and
had just  purchased an interest in a trust that held five  commercial  aircraft.
During the nine months ended  September 30, 1997,  revenues of $1.7 million were
offset by depreciation and administrative  expenses of $0.8 million.  During the
same period of 1996,  lease revenues of $2.8 million were offset by depreciation
and administrative  expenses of $3.2 million. The decrease in lease revenues and
administrative  expenses was due to the transfer of two commercial aircraft from
the USPEs to the Partnership,  and was offset in part by the revenue earned from
the  interest  in the  direct  finance  lease that was  purchased  in the fourth
quarter of 1996.

Marine vessels:  As of September 30, 1997, the Partnership  owned an interest in
three marine  vessels,  one of which was  purchased on the last day of the third
quarter.  As of September  30, 1996,  the  Partnership  owned an interest in two
marine  vessels.  During the nine months ended  September 30, 1997,  revenues of
$2.7 million were offset by  depreciation  and  administrative  expenses of $3.4
million.  During the same period of 1996,  lease  revenues of $2.7  million were
offset by depreciation and administrative  expenses of $2.8 million. The primary
reason for the increase in depreciation and administrative  expenses during 1997
was due to the purchase of an  additional  marine vessel in the third quarter of
1997.

(F)  Net Income

As a result of the foregoing,  the Partnership's net income for the period ended
September 30, 1997 was $0.5  million,  compared to a net income of $12.9 million
during  the same  period in 1996.  The  Partnership's  ability  to  operate  and
liquidate assets,  secure leases,  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, 1997 is not necessarily indicative of future periods.
In the nine months ended September 30, 1997, the Partnership  distributed  $10.9
million to the limited partners, or $1.20 per weighted-average depositary unit.

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

For the nine months ended  September 30, 1997, the  Partnership  generated $11.1
million in  operating  cash (net cash  provided  by  operating  activities  plus
distributions  from  unconsolidated   special-purpose   entities)  to  meet  its
operating obligations and maintain the current level of distributions (total for
the nine months ended September 30, 1997 of $11.5 million) to the partners,  but
also used undistributed  available cash from prior periods of approximately $0.4
million.

During the nine months  ended  September  30,  1997,  the General  Partner  sold
equipment and received proceeds of $5.4 million.  The Partnership  increased its
investments in unconsolidated  special-purpose  entities with the purchase of an
interest in an entity that owns a product  tanker marine  vessel (the  remaining
interest in this product  tanker  belongs to an affiliated  partnership)  during
September 1997 for $9.1 million.  FSI earned  acquisition and lease  negotiation
fees of $0.5 million from this transaction, which will be paid during the fourth
quarter of 1997.

The General  Partner has entered into a short-term  joint $50.0  million  credit
facility.  As  of  October  31,  1997,  the  Partnership  had  $9.1  million  in
outstanding  borrowings,  PLM  Equipment  Growth  Fund VI had $10.0  million  in
outstanding  borrowings;  and  American  Finance  Group,  Inc.,  a wholly  owned
subsidiary of PLM International, Inc., had $3.0 million outstanding. Neither PLM
Equipment  Growth Fund IV, PLM Equipment  Growth & Income Fund VII, TEC Aquisub,
Inc.,  an  indirect  wholly-owned  subsidiary  of FSI,  nor  Professional  Lease
Management Income Fund I, LLC had any outstanding borrowings.

During October 1997, the  short-term  credit  facility was amended and restated,
and  extended  the  termination  date of the  facility to November 3, 1997.  The
General Partner  believes it will be able to extend the credit facility prior to
its expiration with similar terms.


(III)     OUTLOOK FOR THE FUTURE

Several factors may affect the Partnership's  operating  performance in 1997 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  continuously  monitors both the
equipment  markets and the performance of the  Partnership's  equipment in these
markets.  The General Partner may make an evaluation to reduce the Partnership's
exposure to  equipment  markets in which it  determines  that it cannot  operate
equipment and 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  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.  The General  Partner
believes  that  these   acquisitions  may  cause  the  Partnership  to  generate
additional earnings and cash flow for the Partnership.

(IV)  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:  October 31, 1997               By:      /s/ Richard Brock
                                               -----------------
                                               Richard Brock
                                               Vice President and
                                               Corporate Controller