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 MARCH 31, 1999


       [  ]   TRANSITION PERIOD 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 ____



<PAGE>





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

<TABLE>
<CAPTION>



                                                                              March 31,           December 31,
                                                                                1999                  1998
                                                                             ----------------------------------
  ASSETS

  <S>                                                                        <C>                  <C>        
  Equipment held for operating lease, at cost                                $  108,840           $  109,515 
  Less accumulated depreciation                                                 (70,413 )            (68,711 )
                                                                             -----------------------------------
    Net equipment                                                                38,427               40,804

  Cash and cash equivalents                                                       4,798                1,774
  Restricted cash                                                                   108                  108
  Accounts receivable, net of allowance for doubtful
      accounts of $75 in 1999 and $77 in 1998                                     3,426                3,188
  Investments in unconsolidated special-purpose entities                         12,857               15,144
  Deferred charges, net of accumulated amortization of
      $1,086 in 1999 and $1,038 in 1998                                             229                  277
  Prepaid expenses and other assets                                                  42                   81
                                                                             -----------------------------------

        Total assets                                                             59,887           $   61,376   
                                                                             ===================================

  LIABILITIES AND PARTNERS' CAPITAL

  Liabilities:

  Accounts payable and accrued expenses                                      $      754           $      593
  Due to affiliates                                                                 373                  339
  Lessee deposits and reserve for repairs                                         2,325                2,450
  Note payable                                                                   21,622               23,588
                                                                             -----------------------------------
      Total liabilities                                                          25,074               26,970
                                                                             -----------------------------------

  Partners' capital:

  Limited partners (9,076,236 limited partnership units as of
      March 31, 1999 and 9,081,028 as of December 31, 1998)                      34,813               34,406
  General Partner                                                                    --                   --
                                                                             -----------------------------------
      Total partners' capital                                                    34,813               34,406
                                                                             -----------------------------------

        Total liabilities and partners' capital                              $   59,887           $   61,376
                                                                             ===================================

</TABLE>











                       See accompanying notes to financial
                                  statements.



<PAGE>






                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                              STATEMENTS OF INCOME
         (in thousands of dollars, except weighted-average unit amounts)

<TABLE>
<CAPTION>

                                                                                    For the Three Months
                                                                                       Ended March 31,
                                                                                    1999              1998
                                                                                --------------------------------
  <S>                                                                           <C>               <C>        
  REVENUES

  Lease revenue                                                                 $     4,833       $     5,212
  Interest and other income                                                              46               161
  Net gain on disposition of equipment                                                   60               135
                                                                                --------------------------------
    Total revenues                                                                    4,939             5,508
                                                                                --------------------------------

  EXPENSES

  Depreciation and amortization                                                       2,262             2,641
  Repairs and maintenance                                                               475               325
  Equipment operating expenses                                                          519               991
  Insurance expense to affiliate                                                         --                 9
  Other insurance expenses                                                              123                71
  Management fees to affiliate                                                          241               257
  Interest expense                                                                      365               533
  General and administrative expenses to affiliates                                     249               237
  Other general and administrative expenses                                             125               140
  Provision for (recovery of) bad debts                                                  (8 )               6
                                                                                --------------------------------
      Total expenses                                                                  4,351             5,210
                                                                                --------------------------------

  Equity in net income of unconsolidated special-purpose entities                     1,507                36
  --------------------------------------------------------------------------------------------------------------

        Net income                                                              $     2,095       $       334
                                                                                ================================

  PARTNERS' SHARE OF NET INCOME

  Limited partners                                                              $     1,976       $       143
  General Partner                                                                       119               191
                                                                                --------------------------------

  Total                                                                         $     2,095       $       334
                                                                                ================================

  Net income per weighted-average limited partnership unit                      $      0.22       $      0.02
                                                                                ================================

  Cash distribution                                                             $     1,656       $     3,825
                                                                                ================================

  Cash distribution per weighted-average limited partnership unit               $      0.17       $      0.40
                                                                                ================================


</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, 1997 TO MARCH 31, 1999
                            (in thousands of dollars)

<TABLE>
<CAPTION>



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

  <S>                                                      <C>                   <C>                 <C>       
  Partners' capital as of December 31, 1997                $   44,086            $    --             $   44,086
 
  Net income                                                    1,796                574                  2,370

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

  Cash distribution                                           (11,434 )             (574 )              (12,008 )
                                                           -------------------------------------------------------

    Partners' capital as of December 31, 1998                  34,406                 --                 34,406

  Net income                                                    1,976                119                  2,095

  Repurchase of limited partnership units                         (32 )               --                    (32 )

  Cash distribution                                            (1,537 )             (119 )               (1,656 )
                                                           -------------------------------------------------------

    Partners' capital as of March 31, 1999                 $   34,813            $    --             $   34,813
                                                           =======================================================

</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 Three Months
                                                                                        Ended March 31,
                                                                                   1999          1998
                                                                               ----------------------------
 <S>                                                                             <C>          <C>         
 OPERATING ACTIVITIES

 Net income                                                                      $  2,095     $     334   
 Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
   Depreciation and amortization                                                    2,262         2,641
   Net gain on disposition of equipment                                               (60 )        (135 )
   Equity in net income from unconsolidated
       special-purpose entities                                                    (1,507 )         (36 )
   Changes in operating assets and liabilities, net:
     Accounts receivable, net                                                        (240 )        (143 )
     Prepaid expenses and other assets                                                 39            54
     Accounts payable and accrued expenses                                            161          (876 )
     Due to affiliates                                                                  4           (98 )
     Lessee deposits and reserve for repairs                                         (125 )         108
                                                                                --------------
                                                                                              -------------
       Net cash provided by operating activities                                    2,629         1,849
                                                                                ---------------------------

 INVESTING ACTIVITIES

 Payments for purchase of equipment and capitalized improvements                       --        (8,280 )
 Payments of acquisition fees to affiliate                                             --          (414 )
 Payments of lease negotiation fees to affiliate                                       --           (92 )
 Distribution from liquidation of unconsolidated special-purpose entity             3,553         3,724
 Distributions from unconsolidated special-purpose entities                           271         2,003
 Proceeds from disposition of equipment                                               225           411
                                                                                ---------------------------
       Net cash provided by (used in) investing activities                          4,049        (2,648 )
                                                                                ---------------------------

 FINANCING ACTIVITIES

 Payments of note payable                                                          (1,966 )      (2,000 )
 Cash distributions paid to limited partners                                       (1,537 )      (3,634 )
 Cash distributions paid to General Partner                                          (119 )        (191 )
 Repurchase of limited partnership units                                              (32 )         (34 )
                                                                                ---------------------------
       Net cash used in financing activities                                       (3,654 )      (5,859 )
                                                                                ---------------------------

 Net increase (decrease) in cash and cash equivalents                               3,024        (6,658 )
 Cash and cash equivalents at beginning of period                                   1,774         9,884
                                                                                ---------------------------
 Cash and cash equivalents at end of period                                      $  4,798     $   3,226    
                                                                                ===========================

 SUPPLEMENTAL INFORMATION
 Interest paid                                                                   $    398     $     569    
 ==========================================================================================================


</TABLE>






                       See accompanying notes to financial
                                  statements.

<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999

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 March 31, 1999 and  December  31, 1998,  the  statements  of
income for the three months  ended March 31, 1999 and 1998,  the  statements  of
changes in partners'  capital for the period from December 31, 1997 to March 31,
1999, and the statements of cash flows for the three months ended March 31, 1999
and  1998.  Certain  information  and  note  disclosures  normally  included  in
financial  statements  prepared in accordance with generally accepted accounting
principles  have been  condensed  or  omitted  from the  accompanying  financial
statements.  For further information,  reference should be made to the financial
statements and notes thereto included in the Partnership's Annual Report on Form
10-K for the  year  ended  December  31,  1998,  on file at the  Securities  and
Exchange Commission.

2.   Schedule of Partnership Phases

Beginning in the  Partnership's  seventh year of operations,  which commenced on
January 1, 1999, the General Partner stopped  reinvesting  excess cash.  Surplus
cash, less reasonable reserves,  will be distributed to the partners.  Beginning
in the  Partnership's  ninth year of operations,  the General Partner intends to
begin an orderly  liquidation of the Partnership's  assets. The Partnership will
be terminated by December 31, 2010, unless  terminated  earlier upon sale of all
equipment or by certain other events.

3.   Repurchase of Limited Partnership Units

In 1998,  the  Partnership  agreed to repurchase  approximately  18,100  limited
partnership units in 1999 for an aggregate purchase price of up to $0.1 million.
During the three months ended March 31, 1999, the  Partnership  had  repurchased
4,792 limited partnership units for $32,000.  The General Partner may repurchase
the additional units in the future.

4.   Cash Distributions

Cash  distributions  are recorded when paid and may include amounts in excess of
net income that are  considered to represent a return of capital.  For the three
months ended March 31, 1999 and 1998,  cash  distributions  totaled $1.7 million
and $3.8 million,  respectively.  None of the cash  distributions to the limited
partners for the three  months ended March 31, 1999,  were deemed to be a return
of capital.  Cash  distributions to the limited partners of $3.5 million for the
three months ended March 31, 1998, were deemed to be a return of capital.

Cash distributions related to the results from the first quarter of 1999 of $1.5
million, will be paid during the second quarter of 1999.

5.   Transactions with General Partner and Affiliates

The  balance  due to  affiliates  as of March 31, 1999 and  December  31,  1998,
included $0.2 million due to FSI and its affiliates for management fees and $0.1
million due to affiliated unconsolidated special-purpose entities (USPEs).

The Partnership's  proportional share of USPE-affiliated management fees of $0.1
million was payable as of March 31, 1999 and December 31, 1998.




<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999

5.   Transactions with General Partner and Affiliates (continued)

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

<TABLE>
<CAPTION>

                                                       For the Three Months
                                                          Ended March 31,
                                                        1999           1998
                                                    ---------------------------
  <S>                                               <C>            <C>      
  Management fees                                   $      84      $      91
  Data processing and administrative
     expenses                                              22             26
  Insurance expense                                        --              2

</TABLE>

The  Partnership  and USPEs paid FSI $0.5 million for equipment  acquisition and
lease  negotiation  fees during the three months  ended March 31, 1998,  no fees
were paid during the three months ended March 31, 1999.

6.   Equipment

The components of owned equipment were as follows (in thousands of dollars):

                                                  March 31,         December 31,
                                                   1999                1998
                                               --------------------------------

  Aircraft                                      $  51,090          $   51,090  
  Marine vessels                                   25,890              25,890
  Railcars                                         11,383              11,383
  Marine containers                                11,168              11,842
  Trailers                                          9,309               9,310
                                               -----------         -----------
                                                  108,840             109,515
  Less accumulated depreciation                   (70,413 )           (68,711 )
                                               -----------         -----------
      Net equipment                             $  38,427          $   40,804  
                                               ===========         ===========

As of March 31, 1999,  all owned  equipment in the  Partnership's  portfolio was
either  on  lease or  operating  in  PLM-affiliated  short-term  trailer  rental
facilities  except for 6 railcars with a net book value of $0.1  million.  As of
December 31, 1998, all owned equipment in the Partnership's portfolio was either
on lease or operating in  PLM-affiliated  short-term  trailer rental  facilities
except for 10 railcars with a net book value of $0.1 million.

During the three months ended March 31, 1999, the Partnership disposed of marine
containers with a net book value of $0.2 million, for $0.2 million.

During the three months ended March 31, 1998, the Partnership disposed of marine
containers  and trailers with an aggregate  net book value of $0.3 million,  for
$0.4 million.




<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999

7.   Investments in Unconsolidated Special-Purpose Entities

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

<TABLE>
<CAPTION>

                                                                                    March 31,          December 31,
                                                                                       1999                1998
                                                                                 ----------------------------------
       <S>                                                                       <C>                 <C>        
       48% interest in an entity owning a product tanker                         $     6,531         $     6,890
       25% interest in a trust owning two commercial aircraft on direct
                finance lease                                                          2,715               2,771
       50% interest in an entity owning a bulk carrier                                 1,861               1,872
       50% interest in an entity owning a product tanker                               1,750               1,552
       17% interest in two trusts that owned three commercial aircraft,
                 two aircraft engines, and a portfolio of aircraft rotables               --               2,059
     ----------------------------------------------------------------------------------------        ------------
         Net investments                                                         $    12,857         $    15,144
                                                                                 ============        ============

</TABLE>

During the three  months  ended March 31,  1999,  the General  Partner  sold the
Partnership's  17%  interest in two trusts that owned a total of three  737-200A
Stage II commercial aircraft,  two stage II aircraft engines, and a portfolio of
aircraft  rotables.  The  Partnership's  interest in these  trusts were sold for
proceeds of $3.6 million for its net investment of $2.0 million.

8.   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):

<TABLE>
<CAPTION>

                                                      Marine               Marine
                                           Aircraft   Vessel    Railcar   Container  Trailer   All
     For the quarter ended March 31, 1999  Leasing   Leasing    Leasing   Leasing    Leasing   Other<F1>     Total
     ----------------------------------    --------- ---------  --------- ---------  --------- ---------  -----------

     <S>                                   <C>       <C>        <C>       <C>        <C>       <C>        <C>     
     REVENUES
       Lease revenue                       $  2,192  $  1,140   $    602  $    260   $    639  $     --   $  4,833
       Interest income and other                  9        --         --        --         --        37         46
       Gain (loss) on disposition of             --        --         --        61         (1 )      --         60
     equipment
                                           ------------------------------------------------------------------------
         Total revenues                       2,201     1,140        602       321        638        37      4,939

     COSTS AND EXPENSES
       Operations support                        15       791        117         1        180        13      1,117
       Depreciation and amortization          1,281       466        154       164        167        30      2,262
       Interest expense                          --        --         --        --         --       365        365
       Management fees to affiliate              96        57         31        13         44        --        241
       General and administrative expenses        7         8         10        --        152       197        374
       Provision for (recovery of) bad           --        --          3        (4 )       (7 )      --         (8 )
     debts
                                           ------------------------------------------------------------------------
         Total costs and expenses             1,399     1,322        315       174        536       605      4,351
                                           ------------------------------------------------------------------------
     Equity in net income (loss) of USPEs     1,571       (64 )       --        --         --        --      1,507
                                           ------------------------------------------------------------------------
                                           ========================================================================
     Net income (loss)                     $  2,373  $   (246 ) $    287  $    147   $    102  $   (568 ) $  2,095
                                           ========================================================================

     Total assets As of March 31, 1999     $ 22,236  $ 21,272   $  3,906  $  2,814   $  3,897  $  5,762   $ 59,887
                                           ========================================================================

<FN>


<F1> Includes  interest  income  and costs not  identifiable  to a  particular
     segment, such as general and administrative,  interest expense, and certain
     operations support.

</FN>

</TABLE>




<PAGE>



                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999

8.   Operating Segments (continued)

<TABLE>
<CAPTION>

                                                      Marine               Marine
                                           Aircraft   Vessel    Railcar   Container  Trailer    All
     For the quarter ended March 31, 1998  Leasing   Leasing    Leasing   Leasing    Leasing   Other<F1>    Total
     ----------------------------------    --------- ---------  --------- ---------  --------- ---------  -----------

     <S>                                   <C>       <C>        <C>       <C>        <C>       <C>        <C>     
     REVENUES
       Lease revenue                       $  2,227  $  1,170   $    630  $    529   $    656  $     --   $  5,212
       Interest income and other                 12         5         --        --         --       144        161
       Gain on disposition of equipment          --        --         --       132          3        --        135
                                           ------------------------------------------------------------------------
         Total revenues                       2,239     1,175        630       661        659       144      5,508

     COSTS AND EXPENSES
       Operations support                        21     1,172         44         3        141        15      1,396
       Depreciation and amortization          1,700       286        175       241        206        33      2,641
       Interest expense                          --        --         --        --         --       533        533
       Management fees to affiliate              86        59         43        26         43        --        257
       General and administrative expenses       10        22         10        --        137       198        377
       Provision for (recovery of) bad           --        --         (3 )      --          9        --          6
     debts
                                           ------------------------------------------------------------------------
         Total costs and expenses             1,817     1,539        269       270        536       779      5,210
                                           ------------------------------------------------------------------------
     Equity in net income (loss) of USPEs        65       (29 )       --        --         --        --         36
                                           ------------------------------------------------------------------------
                                           ========================================================================
     Net income (loss)                     $    487  $   (393 ) $    361  $    391   $    123  $   (635 ) $    334
                                           ========================================================================

     Total assets As of March 31, 1998     $ 28,953  $ 25,147   $  4,621  $  5,523   $  4,820  $  4,578   $ 73,642
                                           ========================================================================
<FN>

<F2> Includes  interest  income  and costs not  identifiable  to a  particular
     segment, such as general and administrative,  interest expense, and certain
     operations support.
</FN>

</TABLE>

9.   Debt

The Partnership made the regularly scheduled installment payment of $2.0 million
to the lender of the note payable  during the three months ended March 31, 1999,
and  accrued  the  quarterly  interest  payment at a rate of LIBOR plus 1.2% per
annum (6.2% at March 31, 1999 and 6.6% at December 31, 1998).

10.  Net Income Per Weighted-Average Partnership Unit

Net income per  weighted-average  Partnership  unit was computed by dividing net
income  attributable  to  limited  partners  by the  weighted-average  number of
Partnership units deemed  outstanding  during the period.  The  weighted-average
number of  Partnership  units deemed  outstanding  during the three months ended
March 31, 1999 and 1998, was 9,080,730 and 9,084,809, respectively.

11.  Contingencies

PLM  International  (the  Company)  and various of its  affiliates  are named as
defendants in a lawsuit filed as a purported class action on January 22, 1997 in
the Circuit Court of Mobile County,  Mobile,  Alabama,  Case No.  CV-97-251 (the
Koch action).  Plaintiffs, who filed the complaint on their own and on behalf of
all class  members  similarly  situated,  are six  individuals  who  invested in
certain  California  limited  partnerships  (the Funds) for which the  Company's
wholly-owned  subsidiary,  FSI,  acts  as the  general  partner,  including  the
Partnership,  PLM Equipment  Growth Funds IV and VI, and PLM Equipment  Growth &
Income Fund VII. The state court ex parte certified the action as a class action
(i.e.,  solely upon plaintiffs'  request and without the Company being given the
opportunity to file an opposition). The complaint asserts eight causes of action
against all defendants,  as follows:  fraud and deceit,  suppression,  negligent
misrepresentation  and  suppression,   intentional  breach  of  fiduciary  duty,
negligent  breach  of  fiduciary  duty,  unjust  enrichment,   conversion,   and
conspiracy.  Additionally,  plaintiffs  allege a cause  of  action  against  PLM
Securities Corp. for breach of third party beneficiary contracts in violation of
the  National   Association  of  Securities  Dealers  rules  of  fair  practice.
Plaintiffs allege that each defendant




<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999

11.   Contingencies (continued)

owed plaintiffs and the class certain duties due to their status as fiduciaries,
financial  advisors,  agents,  and  control  persons.  Based  on  these  duties,
plaintiffs assert liability against  defendants for improper sales and marketing
practices,  mismanagement of the Funds, and concealing such  mismanagement  from
investors in the Funds.  Plaintiffs seek unspecified  compensatory and recissory
damages,  as well as punitive damages,  and have offered to tender their limited
partnership units back to the defendants.

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

Following  various  unsuccessful  requests that the district court  reverse,  or
otherwise certify for appeal, its order denying plaintiffs' motion to remand the
case to state court and dismissing the California plaintiff's claims, plaintiffs
filed with the U.S.  Court of Appeals for the Eleventh  Circuit a petition for a
writ of mandamus  seeking to reverse the district  court's  order.  The Eleventh
Circuit  denied  plaintiffs'  petition in  November  1997,  and  further  denied
plaintiffs  subsequent  motion in the  Eleventh  Circuit for a rehearing on this
issue.  Plaintiffs also appealed the district court's order granting defendants'
motion  to compel  arbitration,  but in June 1998  voluntarily  dismissed  their
appeal pending settlement of the Koch action, as discussed below.

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

On July 31,  1997,  defendants  filed with the  district  court for the Northern
District of California  (Case No. C-97-2847 WHO) a petition (the petition) under
the Federal  Arbitration Act seeking to compel arbitration of plaintiff's claims
and for an order staying the state court proceedings  pending the outcome of the
arbitration.  In connection with this motion,  plaintiff agreed to a stay of the
state court  action  pending the  district  court's  decision on the petition to
compel  arbitration.  In October 1997,  the district  court denied the Company's
petition  to  compel  arbitration,  but in  November  1997,  agreed  to hear the
Company's motion for  reconsideration  of this order. The hearing on this motion
has been taken off calendar and the district  court has  dismissed  the petition
pending  settlement of the Romei  action,  as discussed  below.  The state court
action  continues to be stayed pending such  resolution.  In connection with her
opposition  to the petition to compel  arbitration,  plaintiff  filed an amended
complaint with the state court in August 1997, alleging two new causes of action
for violations of the California Securities Law of 1968 (California Corporations
Code  Sections  25400 and  25500) and for  violation  of  California  Civil Code
Sections 1709 and 1710.  Plaintiff  also served  certain  discovery  requests on
defendants.  Because of the stay, no response to the amended complaint or to the
discovery is currently required.



<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999

11.  Contingencies (continued)

In May 1998, all parties to the Koch and Romei actions entered into a memorandum
of understanding  (MOU) related to the settlement of those actions (the monetary
settlement).  The  monetary  settlement  contemplated  by the MOU  provides  for
stipulating to a class for settlement purposes,  and a settlement and release of
all claims  against  defendants  and third party brokers in exchange for payment
for the benefit of the class of up to $6.0 million.  The final settlement amount
will  depend on the  number  of claims  filed by  authorized  claimants  who are
members  of the  class,  the  amount of the  administrative  costs  incurred  in
connection with the settlement, and the amount of attorneys' fees awarded by the
Alabama  district court. The Company will pay up to $0.3 million of the monetary
settlement, with the remainder being funded by an insurance policy.

The  parties  to the  monetary  settlement  have  also  agreed  to an  equitable
settlement (the equitable  settlement) which provides,  among other things:  (a)
for the extension of the operating lives of the Partnership and Funds VI and VII
by judicial  amendment to each of their partnership  agreements,  such that FSI,
the general partner of each such partnership, will be permitted to reinvest cash
flow,  surplus  partnership funds or retained  proceeds in additional  equipment
into the year 2004, and will liquidate the partnerships'  equipment in 2006; (b)
that FSI is entitled to earn front-end  fees  (including  acquisition  and lease
negotiation  fees) in excess of the  compensatory  limitations  set forth in the
North American Securities Administrators  Association,  Inc. Statement of Policy
by judicial  amendment to the  partnership  agreements for the  Partnership  and
Funds VI and VII; (c) for a one-time  redemption of up to 10% of the outstanding
units of the Partnership and Funds VI and VII at 80% of such  partnership's  net
asset value; and (d) for the deferral of a portion of FSI's management fees. The
equitable settlement also provides for payment of the equitable class attorneys'
fees from partnership funds in the event that distributions paid to investors in
the Partnership and Funds VI and VII during the extension period reach a certain
internal rate of return.

Defendants will continue to deny each of the claims and contentions and admit no
liability in connection with the proposed settlements. The parties completed the
documentation  of the  monetary and  equitable  settlements  in April 1999.  The
monetary  settlement remains subject to numerous  conditions,  including but not
limited to, notice to and  certification  of the monetary  class for purposes of
the monetary  settlement,  and  preliminary  and final  approval of the monetary
settlement  by the Alabama  district  court.  The equitable  settlement  remains
subject to numerous conditions,  including but not limited to: (a) notice to the
current  unitholders  in the  Partnership  and  Funds VI and VII (the  equitable
class) and  certification  of the equitable  class for purposes of the equitable
settlement,  (b) preparation,  review by the Securities and Exchange  Commission
(SEC),  and  dissemination to the members of the equitable class of solicitation
statements regarding the proposed  extensions,  (c) disapproval by less than 50%
of the limited  partners in the  Partnership and Funds V and VII of the proposed
amendments to the limited partnership  agreements,  (d) judicial approval of the
proposed amendments to the limited partnership  agreements,  and (e) preliminary
and final approval of the equitable settlement by the Alabama district court. If
the district court grants  preliminary  approval,  notices to the monetary class
and equitable class will be sent following review by the SEC of the solicitation
statements  to be prepared in  connection  with the  equitable  settlement.  The
monetary  settlement,  if approved,  will go forward  regardless  of whether the
equitable  settlement is approved or not. The Company  continues to believe that
the  allegations of the Koch and Romei actions are completely  without merit and
intends to continue to defend this matter vigorously if the monetary  settlement
is not consummated.

The  Partnership  is involved as plaintiff  or defendant in various  other legal
actions incident to its business.  Management does not believe that any of these
actions will be material to the financial condition of the Company.


<PAGE>


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

(I)  RESULTS OF OPERATIONS

Comparison  of PLM  Equipment  Growth  Fund  V's (the  Partnership's)  Operating
Results for the Three Months Ended March 31, 1999 and 1998

(A)  Owned Equipment Operations

Lease  revenues  less  direct  expenses  (defined  as repairs  and  maintenance,
equipment operating,  and asset-specific  insurance expenses) on owned equipment
decreased  during the three months ended March 31,  1999,  when  compared to the
same period of 1998.  Gains or losses from the sale of  equipment,  interest and
other income,  and certain  expenses such as depreciation  and  amortization and
general and administrative expenses relating to the operating segments (see Note
8 to  the  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):

<TABLE>
<CAPTION>

                                                                            For the Three Months
                                                                               Ended March 31,
                                                                            1999             1998
                                                                         ----------------------------
  <S>                                                                    <C>               <C>      
  Aircraft                                                               $  2,177          $ 2,206  
  Railcars                                                                    485              586
  Trailers                                                                    459              515
  Marine vessels                                                              349               (2 )
  Marine containers                                                           259              526

</TABLE>

Aircraft:  Aircraft  lease  revenues and direct  expenses  were $2.2 million and
$15,000,  respectively,  for the three months ended March 31, 1999,  compared to
$2.2  million and  $21,000,  respectively,  during the same period of 1998.  The
decrease in aircraft  contribution  was due to the release of two  aircraft at a
slightly lower lease rate than had been in place during 1998.

Railcars:  Railcar lease revenues and direct expenses were $0.6 million and $0.1
million,  respectively,  for the three months ended March 31, 1999,  compared to
$0.6  million and  $44,000,  respectively,  during the same period of 1998.  The
decrease in railcar  contribution was due to lower lease revenues due to certain
railcars being off-lease  during the three months ended March 31, 1999 that were
on-lease  during the first quarter of 1998 and  additional  required  repairs to
certain railcars that were not needed during the same period of 1998.

Trailers:  Trailer lease revenues and direct expenses were $0.6 million and $0.2
million,  respectively,  for the three months ended March 31, 1999,  compared to
$0.7  million and $0.1  million,  respectively,  during the same period of 1998.
Trailer  contribution  decreased  during the first  quarter of 1999 due to lower
lease revenues  caused by trailer sales during 1998 and higher repairs  required
during 1999 when compared to the same period of 1998.

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $1.1
million and $0.8  million,  respectively,  for the three  months ended March 31,
1999, compared to $1.2 million and $1.2 million,  respectively,  during the same
period of 1998.  The  increase  in  marine  vessel  contribution  was due to the
purchase of an  additional  marine vessel during March of 1998 that was on lease
the entire  first  quarter of 1999  operating  under a  bareboat  charter  which
produces lease revenues and practically no operating  costs. In addition,  lease
revenues and direct expenses  decreased  during the first quarter of 1999 due to
one of the Partnership's marine vessels going into dry-docking for approximately
six weeks.  During this period,  the marine  vessel did not earn any revenues or
incur any expenses.

Marine containers: Marine container lease revenues and direct expenses were $0.3
million and $1,000,  respectively,  for the three  months  ended March 31, 1999,
compared to $0.5  million and  $3,000,  respectively,  during the same period of
1998.  The  number  of  marine  containers  owned  by the  Partnership  has been
declining due to sales and dispositions during 1999 and 1998. The result of this
declining fleet has been a decrease in marine container contribution.

(B)  Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses of $3.2  million for the quarter  ended March 31, 1999
decreased from $3.8 million for the same period in 1998.  Significant  variances
are explained as follows:

     (i) A $0.4 million decrease in depreciation and amortization  expenses from
1998  levels was caused  primarily  by the  double-declining  balance  method of
depreciation  which results in greater  depreciation in the first years an asset
is owned.

     (ii) A $0.2 million decrease in interest expense was due to a lower average
outstanding debt balance when compared to the same period of 1998.

(C)      Interest and Other Income

Interest and other  decreased  $0.1 million  during the three months ended March
31, 1999 when  compared to the same period of 1998 due  primarily  to lower cash
balances available for investment.

(D)  Net Gain on Disposition of Owned Equipment

The net gain on the  disposition  of  equipment  for the first  quarter  of 1999
totaled $0.1 million,  which resulted from the sale of marine  containers with a
net book  value of $0.2  million,  for  proceeds  of $0.2  million.  Net gain on
disposition  of equipment  for the first  quarter of 1998 totaled $0.1  million,
which  resulted  from  the  sale of  marine  containers  and  trailers,  with an
aggregate net book value of $0.3 million, for proceeds of $0.4 million.

(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 of dollars):

<TABLE>
<CAPTION>

                                                                            For the Three Months
                                                                               Ended March 31,
                                                                            1999             1998
                                                                         ----------------------------
  <S>                                                                    <C>              <C>      
  Aircraft, rotable components, and aircraft engines                     $  1,571         $     65 
  Marine vessels                                                              (64 )            (29 )
  ===================================================================================================
      Equity in net income of USPEs                                      $  1,507         $     36 
  ===================================================================================================

</TABLE>

Aircraft,  rotable  components,  and aircraft engines:  As of March 31, 1999 the
Partnership  had an interest in an entity  owning two  commercial  aircraft on a
direct finance lease.  As of March 31, 1998, the  Partnership had an interest in
two  trusts  that  owned a total  of three  commercial  aircraft,  two  aircraft
engines,  and a  portfolio  of aircraft  rotables,  and an interest in an entity
owning two  commercial  aircraft  on a direct  finance  lease.  During the three
months  ended March 31, 1999,  lease  revenues of $0.1 million and the gain from
the sale of the Partnership's interest in two trusts that owned a total of three
commercial aircraft,  two aircraft engines, and a portfolio of aircraft rotables
of $1.6  million  were offset by  depreciation  expense,  direct  expenses,  and
administrative  expenses  of $0.1  million.  During  the  same  period  of 1998,
revenues of $0.3 million were offset by depreciation  expense,  direct expenses,
and  administrative  expenses of $0.2 million.  Lease  revenues  decreased  $0.2
million and depreciation expense,  direct expenses, and administrative  expenses
decreased  $0.1 million due to the sale of the  Partnership's  investment in two
trusts that owned a total of three  737-200A Stage II commercial  aircraft,  two
stage II aircraft engines, and a portfolio of aircraft rotables,

Marine vessels: As of March 31, 1999 and 1998, the Partnership owned an interest
in three  entities  owning a total of three  marine  vessels.  During  the first
quarter of 1999,  lease  revenues of $1.6  million  were offset by  depreciation
expense,  direct expenses, and administrative  expenses of $1.7 million.  During
the same  period  of  1998,  lease  revenues  of $1.6  million  were  offset  by
depreciation  expense,  direct  expenses,  and  administrative  expenses of $1.6
million. The primary reason for the decrease in the 1999 contribution from USPEs
that own marine vessels was due to higher marine  operating  expenses during the
first quarter of 1999 when compared to the same period of 1998.


(F)  Net Income

As a result of the foregoing,  the Partnership's net income for the three months
ended March 31, 1999 was $2.1  million,  compared to net income of $0.3  million
during the same period in 1998.  The  Partnership's  ability to operate  assets,
liquidate assets,  secure leases,  and re-lease those assets whose leases expire
is subject  to many  factors,  and the  Partnership's  performance  in the first
quarter of 1999 is not necessarily  indicative of future  periods.  In the first
quarter  of 1999,  the  Partnership  distributed  $1.5  million  to the  limited
partners, or $0.17 per weighted-average limited partnership unit.

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

For the three  months  ended March 31,  1999,  the  Partnership  generated  $2.9
million in  operating  cash (net cash  provided  by  operating  activities  plus
non-liquidating  distributions from USPEs) to meet its operating obligations and
maintain the current  level of  distributions  (total for the three months ended
March 31, 1999 of $1.7 million) to the partners.

During  the three  months  ended  March 31,  1999,  the  Partnership  sold owned
equipment and received aggregate proceeds of $0.2 million.  The Partnership also
received  liquidating  proceeds of $3.6 million from the sale of its interest in
two trusts that own a total of three commercial aircraft,  two aircraft engines,
and a portfolio of aircraft rotables

The  Partnership is scheduled to make quarterly  installments of $2.0 million to
the  lender  through  the year 2001 and,  in some  instances,  a  percentage  of
equipment  sale proceeds.  When the  Partnership  pays the lender  proceeds from
equipment sales, the quarterly  installments of $2.0 million is reduced pro rata
to reflect any payments  made from the proceeds of equipment  sales.  During the
three months ended March 31, 1999, the Partnership made the regularly  scheduled
installment  payment  of $2.0  million to the  lender of the note  payable.  The
Partnership  is scheduled to pay the senior  lender an  additional  $0.3 million
from the proceeds of equipment  sales with the next  quarterly  installments  of
$2.0 million.

(III) EFFECTS OF YEAR 2000

It is possible that the General Partner's  currently installed computer systems,
software  products,  and other business systems,  or the Partnership's  vendors,
service  providers,  and customers,  working either alone or in conjunction with
other  software or systems,  may not accept  input of,  store,  manipulate,  and
output  dates on or after  January  1, 2000  without  error or  interruption  (a
problem  commonly  known  as the  "Year  2000"  or  "Y2K"  problem).  Since  the
Partnership  relies  substantially on the General  Partner's  software  systems,
applications,  and  control  devices in  operating  and  monitoring  significant
aspects of its business,  any Year 2000 problem  suffered by the General Partner
could have a material adverse effect on the  Partnership's  business,  financial
condition, and results of operations.

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

It is possible that certain of the  Partnership's  equipment lease portfolio may
not be  Year  2000  compliant.  The  General  Partner  is  currently  contacting
equipment  manufacturers  of the  Partnership's  leased  equipment  portfolio to
assure Year 2000 compliance or to develop  remediation  strategies.  The General
Partner does not expect that  non-Year 2000  compliance of its leased  equipment
portfolio will have an adverse material impact on its financial statements.

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

The General  Partner is currently  developing a contingency  plan to address the
possible  failure of any  systems  due to the Year 2000  problems.  The  General
Partner anticipates these plans will be completed by September 30, 1999.

(IV)  ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial  Accounting  Standards Board issued  "Accounting for
Derivative   Instruments   and  Hedging   Activities",   (SFAS  No.  133)  which
standardizes  the  accounting  for  derivative  instruments,  including  certain
derivative instruments embedded in other contracts,  by requiring that an entity
recognize  those items as assets or  liabilities  in the  statement of financial
position and measure  them at fair value.  This  statement is effective  for all
quarters of fiscal years  beginning  after June 15, 1999.  As of March 31, 1999,
the  General  Partner is  reviewing  the effect this  standard  will have on the
Partnership's financial statements.

(V)   OUTLOOK FOR THE FUTURE

Since the  Partnership  is in its  holding or  passive  liquidation  phase,  the
General  Partner will be seeking to  selectively  re-lease or sell assets as the
existing leases expire.  Sale decisions will cause the operating  performance of
the Partnership to decline over the remainder of its life.

Several factors may affect the Partnership's  operating  performance in 1999 and
beyond,  including  changes in the markets for the  Partnership's  equipment and
changes in the regulatory environment in which that equipment operates.

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

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

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

(VI)  FORWARD-LOOKING INFORMATION

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


<PAGE>



ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Partnership's  primary  market risk  exposure is that of interest  rate and
currency  risk.  The  Partnership's  note payable is a variable  rate debt.  The
Partnership  estimates a one percent  increase or decrease in the  Partnership's
variable  rate debt would  result in an increase or decrease,  respectively,  in
interest  expense of $0.2 million for the  remaining  nine months of 1999,  $0.1
million in 2000,  and $39,000 in 2001. The  Partnership  estimates a two percent
increase or decrease in the Partnership's  variable rate debt would result in an
increase or decrease,  respectively, in interest expense of $0.3 million for the
remaining nine months of 1999, $0.2 million in 2000, and $0.1 million in 2001.

During the three  months ended March 31, 1999,  75% of the  Partnership's  total
lease revenues from wholly- and  partially-owned  equipment came from non-United
States domiciled  lessees.  Most of the Partnership's  leases require payment in
United States (U.S.) currency.  If these lessees  currency  devalues against the
U.S. dollar,  the lessees could potentially  encounter  difficulty in making the
U.S. dollar denominated lease payments.

















                      (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:  April 30, 1999                       By: /s/ Richard K Brock
                                                ---------------------------
                                                Richard K Brock
                                                Vice President and
                                                Corporate Controller