UNITED STATES
 **SECURITIES AND EXCHANGE COMMISSION**
 
 **Washington, D.C. 20549**
 **___________________**
 **FORM 10-QSB**
 
 
 
 
 **[X]**
**Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934** **For the quarterly period ended September 30, 2004** 
 
 **[**  **]**  **Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934**
 **For the transition period from**  **to**
 
 
 **Commission file number 01-19203**
 **_______________________**
 
 
 
 **PLM EQUIPMENT GROWTH FUND V**
 (Exact name of registrant as specified in its charter)
 
 
 **California**

**94-3104548**(State or other jurisdiction of

(I.R.S. Employerincorporation or organization)

Identification No.)**200 Nyala Farms Road****Westport, CT**

**06880**(Address of principal

(Zip code)executive offices) 
 
 Registrant's telephone number, including area code: (203) 341-0555
 **_______________________**
 
 
 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 ____
 
 Transitional Small Business Disclosure Format: Yes  No X
 
 Aggregate market value of voting stock: N/A
 
     
 **PLM EQUIPMENT GROWTH FUND V****(A Limited Partnership)****CONDENSED BALANCE SHEETS**(in thousands of dollars, except unit amounts) (unaudited)
 
 
 
 September 30,
December 31,**Assets**
2004
2003Equipment held for operating leases, at cost
$40,316
$57,142Less accumulated depreciation
(29,914)
(50,785)Net equipment
10,402
6,357Cash and cash equivalents
10,172
18,049Restricted cash
-
60Accounts and other receivable, less allowance for doubtfulaccounts of $18 in 2004 and $1,303 in 2003
2,059
2,658Equity investments in affiliated entities
8,352
2,995Deferred charges to affiliate, net of accumulatedamortization of $72 in 2004 and $47 in 2003
286
40Prepaid expenses and other assets
102
180Total assets
$31,373
$30,339**Liabilities and partners**Liabilities:Accounts payable and accrued expenses
$208
$368Due to affiliates
166
178Non-recourse debt
740
886Reserve for repairs
500
500Lessee deposits
413
423Total liabilities
2,027
2,355Commitments and contingenciesPartners' capital:Limited partners (8,478,448 limited partnership units outstanding)
29,346
27,984General Partner
-
-Total partners' capital
29,346
27,984Total liabilities and partners
$31,373
$30,339
 
 
 
 
 
 
 
 
 
 See accompanying notes to unaudited condensed financial statements.
     
 **PLM EQUIPMENT GROWTH FUND V****(A Limited Partnership)****CONDENSED STATEMENTS OF INCOME**(in thousands of dollars, except weighted-average limited partnership unit amounts) (unaudited)
 
 For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,2004


2003



2004


2003**Revenues**Lease revenue

$
619

$
1,114


$
2,490

$
4,490Interest and other income


890


72



974


198Gain on disposition of equipment


281


2,244



1,019


3,998Total revenues


1.790


3,430



4,483


8,686**Expenses**Depreciation and amortization


446


642



1,746


1,950Repairs and maintenance


56


228



455


638Insurance expense


54


86



183


261Management fees to affiliate


67


62



189


175Interest expense


107


22



152


47General and administrative expensesto affiliates


79


69



274


119Other general and administrative expenses


191


467



947


1,004Impairment loss on equipment


183


403



183


1,616Recovery of bad debts


(571
)

(458
)


(1,284
)

(598
)Total expenses


612


1,521



2,845


5,212Equity in net (loss) income ofequity investments


(338
)

(47
)


(276
)

1,358Net income

$
840

$
1,862


$
1,362

$
4,832**Partners' share of net income:**Limited partners

$
840

$
1,862


$
1,362

$
4,832General Partner


--


--



--


--Total

$
840

$
1,862


$
1,362

$
4,832Limited partners net income perweighted-average limited partnership unit

$
0.10

$
0.22


$
0.16

$
0.57 
 
 
 
 
 
 
 
 
 
 
 
 
 See accompanying notes to unaudited condensed financial statements.
     
 **PLM EQUIPMENT GROWTH FUND V****( A Limited Partnership)****CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL****For the Period from December 31, 2003 to September 30, 2004**(in thousands of dollars) (unaudited)
 
 
 Limited
Partners
General
Partner                   TotalPartners' capital as of December 31, 2003
$
27,984

$
--

$
27,984Net income

1,362


--


1,362Partners' capital as of September 30, 2004
$
29,346

$
--

$
29,346 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 See accompanying notes to unaudited condensed financial statements.
     
 **PLM EQUIPMENT GROWTH FUND V****(A Limited Partnership)****CONDENSED STATEMENTS OF CASH FLOWS****(in thousands of dollars)**(unaudited)For the Nine Months
Ended September 30,2004                                            2003**Operating activities**Net income

$1,362
$4,832Adjustments to reconcile net income to net cashprovided by (used in) operating activities:Depreciation and amortization

1,746
1,950Amortization of debt issuance costs

28
3Recovery of bad debts

(1,284)
(598)Impairment loss on equipment

183
1,616Gain on disposition of equipment

(1,019)
(3,998)Equity in net loss (income) of equity investments

276
(1,358)Operating (contribution to) distributions from equity investments

(20)
1,122Changes in operating assets and liabilities:Accounts and notes receivable

1,883
306Prepaid expenses and other assets

78
128Accounts payable and accrued expenses

(160)
68Due to affiliates

(12)
(18)Lessee deposits

(10)
(162)Net cash provided by operating activities

3,051
3,891**Investing activities**Payments for purchase of equipment and capitalized repairs

(12,312)
(2,676)Payments of acquisition fees to affiliate

(554)
(120)Payments of lease negotiation fees to affiliate

(123)
(26)Investment in equity investments

(22,862)
--Non-operating distributions from equity investment

22,437
--Distribution from liquidation of equity investment

--
1,147Proceeds from disposition of equipment

2,760
2,375Net cash (used in) provided by investing activities

(10,654)
700**Financing activities**Increase in non-recourse debt

--
1,025Payments of non-recourse debt

(146)
(91)Proceeds from short-term note payable

6,800
--Payment of short-term note payable

(6,800)
--Decrease in restricted cash

60
--Payments of debt placement fees to affiliate

--
(12)Payments of debt placement fees

(188)
--Net cash (used in) provided by financing activities

(274)
922Net (decrease) increase in cash and cash equivalents

(7,877)
5,513Cash and cash equivalents at beginning of period

18,049
11,114Cash and cash equivalents at end of period

$10,172
$16,627**Supplemental information**Interest paid

$124
44Non-cash transfer of equipment at net book value fromthe Partnership to an equity investment

$5,188
$-- 
 See accompanying notes to unaudited condensed financial statements.
     **PLM EQUIPMENT GROWTH FUND V**
 **(A Limited Partnership)**
 **NOTES TO CONDENSED FINANCIAL STATEMENTS**
 **(unaudited)**
 
 1.  Basis of Presentation
 
 The unaudited financial statements presented herein are prepared in conformity with generally accepted accounting principles in the United States of America and the instructions for preparing Form 10-QSB under Rule 310 of Regulation S-B of the Securities and Exchange Commission. Rule 310 provides that disclosures that would substantially duplicate those contained in the most recent annual report may be omitted from interim financial statements. The accompanying unaudited condensed financial statements have been prepared on that basis and, therefore, should be read in conjunction with the financial statements and notes presented in the 2003 Annual Report (Form 10-KSB) of PLM Equipment Growth Fund V (the Partnership) on file with the United States Securities and Exchange Commission. Except as disclosed herein, there have been no material changes to the information presented in the notes to the 2003 Annual Report in Form 10-KSB.
 
 In the opinion of the management of PLM Financial Services, Inc. (FSI or the General Partner) all adjustments necessary, consisting primarily of normal recurring accruals, to present fairly the Partnerships unaudited condensed balance sheets at September 30, 2004 and December 31, 2003, condensed statements of income for the three and nine months ended September 30, 2004 and 2003, condensed statements of changes in partners capital for the period from December 31, 2003 to September 30, 2004, and the condensed statements of cash flows for the nine months ended September 30, 2004 and 2003 have been made and are reflected.
 
 2.  Schedule of Partnership Phases
 
 The Partnership is currently in its investment phase during which the Partnership uses cash generated from operations and proceeds from asset dispositions to purchase additional equipment.
 
 The Partnership may commit its cash flow, surplus cash and equipment disposition proceeds to purchase additional equipment, consistent with the objectives of the Partnership, until December 31, 2004. The Partnership will terminate on December 31, 2010, unless terminated earlier upon sale of all equipment and by certain other events.
 
 3.  Reclassifications
 
 Certain amounts previously reported have been reclassified to conform to the 2004 presentation. These reclassifications did not have any effect on total assets, total liabilities, partners capital, or net income.
 
 4. Transactions with General Partner and Affiliates
 
 The balance due to affiliates as of September 30, 2004 and December 31, 2003, included $0.1 million due to FSI or its affiliates for management fees and $0.1 million due to affiliated equity investments.
 
 During the nine months ended September 30, 2004, the Partnership purchased $9.6 million in railcars from FSI or its affiliates. The Partnership's cost for the railcars was the lower of FSI's or its affiliates cost or the fair market value at the time of purchase. The Partnership, and three affiliated entities, also formed two investment entities which each purchased two commercial aircraft. The Partnership's net investment in these entities was $5.5 million. In addition, the Partnership transferred 382 owned railcars with a net book value of $5.2 million into another newly formed entity. This investment is owned with two affiliated partnerships that also transferred owned railcars into this entity (see Note 6 to the financial statements).
     **PLM EQUIPMENT GROWTH FUND V**
 **(A Limited Partnership)**
 **NOTES TO CONDENSED FINANCIAL STATEMENTS**
 **(unaudited)**
 
 4. Transactions with General Partner and Affiliates (continued)
 
 During the nine months ended September 30, 2004 and 2003, FSI or its affiliates were paid or accrued acquisition, lease negotiation, debt placement, and management fees and reimbursed FSI or its affiliates for data processing and administrative expenses. The components of these fees and expenses paid or accrued to FSI or its affiliates were as follows (in thousands of dollars):
 
 Owned Equipment
Equity Investments2004


2003



2004


2003Acquisition fees

$
554

$
120


$
1,058

$
--Lease negotiation fees


123


26



235


--Debt placement fees


--


12



210


--Management fees


189


175



135


117Data processing and administrativeexpenses


274


119



35


38 
 5.  Equipment
 
 Owned equipment held for operating leases is stated at cost. The components of owned equipment were as follows (in thousands of dollars):
 
 September 30,
December 31,2004


2003Aircraft

$25,515


$38,459Rail equipment

11,162


13,822Trailers

2,184


2,184Marine containers

1,455


2,67740,316


57,142Less accumulated depreciation

(29,914)


(50,785)Net equipment

$10,402


$6,357 
 Equipment held for operating leases is stated at cost less depreciation and any reductions to the carrying value.
 
 As of September 30, 2004, all owned equipment in the Partnerships portfolio was on lease except for three aircraft and 16 railcars with an aggregate net book value of $0.8 million. As of December 31, 2003, all owned equipment was on lease except for two aircraft and 91 railcars with an aggregate net book value of $1.6 million.
 
 During the nine months ended September 30, 2004, the Partnership purchased railcars for $12.9 million including acquisition fees of $0.6 million. During the nine months ended September 30, 2003, the Partnership purchased a fleet of railcars for $2.8 million including acquisition fees of $0.1 million.
 
 During the nine months ended September 30, 2004, the Partnership disposed of two commercial aircraft, parts from a commercial aircraft, marine containers and railcars with an aggregate net book value of $1.7 million for proceeds of $2.8 million. During the nine months ended September 30, 2003, the Partnership disposed of commercial aircraft, marine containers and railcars with an aggregate net book value of $0.2 million for proceeds of $4.2 million including $1.8 million of unused engine reserves.
 
 On July 1, 2004, the Partnership transferred 382 owned railcars with an original cost of $13.2 million and a net book value of $5.2 million from its owned equipment portfolio into PLM Railcar Partners, LLC, an equity investment owned with two affiliated partnerships (see Note 6 to the financial statements).
 
 During 2004, the Partnership recorded an impairment of $0.2 million to certain owned tank railcars. These tank railcars are non-coiled and non-insulated making them less marketable. This indicated to the
     **PLM EQUIPMENT GROWTH FUND V**
 **(A Limited Partnership)**
 **NOTES TO CONDENSED FINANCIAL STATEMENTS**
 **(unaudited)**
 
 5.  Equipment (continued)
 
 General Partner that an impairment to these railcars may exist. The fair value of the railcars was determined by using industry expertise. During 2003, the Partnership recorded an impairment of $1.6 million to owned aircraft. The bankruptcy of the lessee of these aircraft and the likelihood that the aircraft would be returned to the Partnership in a condition not in accordance with the lease agreement, indicated to the General Partner that an impairment to this aircraft may exist. The General Partner determined the fair value of the aircraft based on estimated sales proceeds to an independent third party less holding costs excluding interest.
 
 6.  Equity Investment in Affiliated Entities
 
 The Partnership owns equipment and other assets jointly with affiliated programs.
 
 Ownership interest is based on the Partnerships contribution towards the cost of the assets in the equity investments. The Partnerships investment in certain equity investments includes acquisition fees, lease negotiation fees, and debt placement fees paid by the Partnership to the General Partner or its affiliates. The Partnerships equity interest in the net income or loss of certain equity investments is reflected net of management fees paid or payable and the amortization of acquisition fees, lease negotiation fees, and debt placement fees.
 
 The tables below set forth 100% of the lease revenues and other income, gain on disposition of equipment, depreciation and amortization expense, interest expense, direct and indirect expenses, and net income or loss of the entities in which the Partnership has an interest, and the Partnerships proportional share of income or loss in each entity for the three and nine months ended September 30, 2004 and 2003 (in thousands of dollars):
 
 Aero





PLMFor the three months ended


Clement


California


Lion


WorldwideSeptember 30, 2004


Partnership1


Trust2


Partnership3


Leasing4 
 Lease revenues and other income

$
--

$
27

$
2,212Less: Depreciation and amortization expense


--


--


279Direct expenses


(26
)

6


1,231Indirect expenses


--


15


123Net income

$
26

$
6

$
579Partnerships share of net income (loss)

$
14

$
1

$
268

$
(10
) 
 For the three months ended


PLM Rail


PLM CAL I


PLM CAL IISeptember 30, 2004 (continued)


Partners LLC5


LLC6


LLC7


Total 
 Lease revenues and other income

$
1,985

$
380

$
371Gain on disposition of equipment


62


--


--Less: Depreciation and amortization expense


1,132


865


864Interest expense


382


202


202Direct expenses


465


--


--Indirect expenses


268


21


21Net loss

$
(200
)
$
(708
)
$
(716
)Partnerships share of net loss

$
(46
)
$
(281
)
$
(284
)
$
(338
) 
 1
The Partnership owned a 50% interest in the Clement Partnership that owned a product tanker which was sold during 2003. 2  The Partnership owns a 25% interest in the Aero California Trust that owns two stage III commercial aircraft on a direct finance lease.
 3
The Partnership owns a 48% interest in the Lion Partnership that owns a product tanker. 4
The Partnership owns a 25% interest in PLM Worldwide Leasing Corp. 5
The Partnership owns a 23% interest in PLM Rail Partners, LLC that owns various types of railcars. 6
The Partnership owns a 40% interest in the PLM CAL I LLC that owns two Boeing 737-500 stage III commercial aircraft. 7
The Partnership owns a 40% interest in the PLM CAL II LLC that owns two Boeing 737-500 stage III commercial aircraft.     **PLM EQUIPMENT GROWTH FUND V**
 **(A Limited Partnership)**
 **NOTES TO CONDENSED FINANCIAL STATEMENTS**
 **(unaudited)**
 
 6.  Equity Investment in Affiliated Entities (continued)
 
 AeroFor the three months ended


Clement


California


LionSeptember 30, 2003


Partnership1


Trust2


Partnership3


Total 
 Lease revenues and other income

$
--

$
86

$
1,744Less: Depreciation and amortization expense


--


--


307Direct expenses


7


4


1,383Indirect expenses


95


26


60Net (loss) income

$
(102
)
$
56

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

$
(49
)
$
15

$
(13
)
$
(47
) 
 Aero





PLMFor the nine months ended


Clement


California


Lion


WorldwideSeptember 30, 2004


Partnership1


Trust2


Partnership3


Leasing4 
 Lease revenues and other income

$
--

$
114

$
4,934Less: Depreciation and amortization expense


--


--


836Direct expenses


(24
)

21


3,251Indirect expenses


(30
)

67


278Net income

$
54

$
26

$
569Partnerships share of net income

$
27

$
7

$
263

$
38 
 For the nine months ended


PLM Rail


PLM CAL I


PLM CAL IISeptember 30, 2004 (continued)


Partners LLC5


LLC6


LLC7


Total 
 Lease revenues and other income

$
1,985

$
380

$
371Gain on disposition of equipment


62


--


--Less: Depreciation and amortization expense


1,132


865


864Interest expense


382


202


202Direct expenses


465


--


--Indirect expenses


268


21


21Net loss

$
(200
)
$
(708
)
$
(716
)Partnerships share of net loss

$
(46
)
$
(281
)
$
(284
)
$
(276
) 
 AeroFor the nine months ended


Clement


California


LionSeptember 30, 2003


Partnership1


Trust2


Partnership3


Total 
 Lease revenues and other income

$
868

$
284

$
5,700Gain on disposition of equipment


1,745


--


--Less: Depreciation and amortization expenses


--


63


920Direct expenses


560


14


3,740Indirect expenses


177


21


288Net income

$
1,876

$
186

$
752Partnerships share of net income

$
952

$
47

$
359

$
1,358 
 As of September 30, 2004, all jointly-owned equipment in the Partnerships equity investment portfolio was on lease except for 83 railcars with a net book value of $0.4 million. As of December 31, 2003, all jointly-owned equipment in the Partnerships equity investment portfolio was on lease.
 
 
 1
The Partnership owned a 50% interest in the Clement Partnership that owned a product tanker which was sold during 2003. 2  The Partnership owns a 25% interest in the Aero California Trust that owns two stage III commercial aircraft on a direct finance lease.
 3
The Partnership owns a 48% interest in the Lion Partnership that owns a product tanker. 4
The Partnership owns a 25% interest in PLM Worldwide Leasing Corp. 5
The Partnership owns a 23% interest in PLM Rail Partners, LLC that owns various types of railcars. 6
The Partnership owns a 40% interest in the PLM CAL I LLC that owns two Boeing 737-500 stage III commercial aircraft. 7
The Partnership owns a 40% interest in the PLM CAL II LLC that owns two Boeing 737-500 stage III commercial aircraft.     **PLM EQUIPMENT GROWTH FUND V**
 **(A Limited Partnership)**
 **NOTES TO CONDENSED FINANCIAL STATEMENTS**
 **(unaudited)**
 
 6.  Equity Investments in Affiliated Entities (continued)
 
 On July 1, 2004, the Partnership transferred 382 owned railcars with a net book value of $5.2 million into a newly formed equity investment PLM Rail Partners, LLC (PLM Rail Partners) which is jointly owned with two affiliated partnerships. The Partnership owns a 22.9% interest in PLM Rail Partners. PLM Rail Partners borrowed $25.3 million. The loan is non-recourse to the Partnership and is collateralized by the railcars and future lease payments. During July 2004, proceeds of $5.2 million from this loan were distributed to the Partnership.
 
 During the nine months ended September 30, 2004, the Partnership, with three affiliated entities, formed two new entities, PLM CAL I LLC (CAL I) and PLM CAL II LLC (CAL II). The Partnership contributed a total of $22.8 million to these entities and owns a 39.6% interest in CAL I and CAL II. CAL I and CAL II each own two Boeing 737-500 stage III commercial aircraft. CAL I and CAL II each assumed two loans totaling $25.7 million that bear an interest rate of 7.46% and 7.42%. The loans are non-recourse to the Partnership and are collateralized by the aircraft and future lease payments. CAL I and CAL II distributed a total of $17.2 million as a non-operating cash distribution to the Partnership during the third quarter of 2004.
 
 The Partnership's proportional share of acquisition, lease negotiation and debt placement fees paid by CAL I and CAL II to an affiliate of the General Partner totaled $1.5 million.
 
 PLM Rail Partners, CAL I and CAL II are accounted for using the equity method.
 
 During 2003, the General Partner sold a product tanker marine vessel owned by an entity in which the Partnership had a 50% interest. The Partnership's proportional share of the proceeds was $1.1 million for its net investment of $0.3 million.
 
 7.  Operating Segments
 
 The Partnership operates in five primary operating segments: aircraft leasing, marine vessel leasing, railcar leasing, marine container leasing, and trailer leasing. Each equipment leasing segment engages in short-term to mid-term operating leases to a variety of customers.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     **PLM EQUIPMENT GROWTH FUND V**
 **(A Limited Partnership)**
 **NOTES TO CONDENSED FINANCIAL STATEMENTS**
 **(unaudited)**
 
 7. Operating Segments (continued)
 
 The following tables present a summary of the operating segments (in thousands of dollars):
 
 MarineFor the three months ended





Aircraft


Marine Vessel

Railcar                                  Container

TrailerSeptember 30, 2004





Leasing


Leasing


Leasing


Leasing


Leasing


Other1


Total 
 **Revenues**Lease revenue

$
250

$
--

$
258

$
23

$
88

$
--

$
619Interest income and other income


866


--


10


----


--


14


890Gain on disposition of equipment


222


--


28


31


--


--


281Total revenues


1,338


--


296


54


88


14


1,790**Expenses**Depreciation and amortization


35


--


379


--


31


1


446Operations support


18


--


(9
)

--


69


32


110Management fees to affiliate


39


--


22


2


4


--


67Interest expense


--


--


107


--


--


--


107General and administrative expenses


53


--


102


--


1


114


270Impairment loss on equipment


--


--


183


--


--


--


183(Recovery of) provision for bad debts


(580
)

--


9


--


--


--


(571
)Total expenses


(435
)

--


793


2


105


147


612Equity in net (loss) income of equityinvestments


(574
)

282


(46
)

--


--


--


(338
)Net income (loss)

$
1,199


282

$
(543
)
$
52

$
(17
)
$
(133
)
$
840Total assets as of September 30, 2004

$
6,919

$
3,130

$
10,755

$
48

$
233

$
10,288

$
31,373Investments in equity investments

$
22,349

$
--

$
88

$
--

$
--

$
--

$
22,437Non-cash transfer of assets into anequity investment

$
--

$
--

$
5,188

$
--

$
--

$
--

$
5,188 
 
 MarineFor the three months ended
Aircraft
Vessel
Railcar
Container                                  TrailerSeptember 30, 2003
Leasing
Leasing
Leasing

Leasing

Leasing

Other2

Total 
 **Revenues**Lease revenue
$
552
$
--

$
455

$
37

$
70

$
--

$
1,114Interest income and other income

29

--


--


--


--


43


72Gain on disposition of equipment

2,158

--


31


55


--


--


2,244Total revenues

2,739

--


486


92


70


43


3,430**Expenses**Depreciation and amortization

396

--


204


9


31


2


642Operations support

64

--


184


14


32


20


314Management fees to affiliate

33

--


25


1


3


--


62Interest expense

--

--


21


--


--


1


22General and administrative expenses

284

--


64


--


19


169


536Impairment loss on equipment

403

--


--


--


--


--


403Recovery of bad debts

(458

--


--


--


--


--


(458
)Total expenses

722

--


498


24


85


192


1,521Equity in net income (loss) of equityinvestments

15

(62
)

-


--


--


--


(47
)Net income (loss)
$
2,032
$
(62
)
$
(12
)
$
68

$
(15
)
$
(149
)
$
1,862Equipment purchases andcapitalized improvements
$
--
$
--

$
2,494

$
--

$
--

$
--

$
2,494Acquisition fees paid to affiliate
$
--
$
--

$
66


--

$
--

$
--

$
66 
 
 
 1
Includes certain assets not identifiable to a specific segment such as cash, certain accounts receivable and prepaid expenses. Also includes certain interest income and costs not identifiable to a particular segment, such as certain amortization, general and administrative and operations support expenses. 2
Includes certain interest income and costs not identifiable to a particular segment, such as certain amortization, interest, general and administrative and operations support expenses.     **PLM EQUIPMENT GROWTH FUND V**
 **(A Limited Partnership)**
 **NOTES TO CONDENSED FINANCIAL STATEMENTS**
 **(unaudited)**
 
 7. Operating Segments (continued)
 
 Marine


Railcar


MarineFor the nine months ended





Aircraft


Vessel

Container

TrailerSeptember 30, 2004





Leasing


Leasing


Leasing


Leasing


Leasing


Other1


Total 
 **Revenues**Lease revenue

$
813

$
--

$
1,334

$
70

$
273

$
--

$
2,490Interest income and other income


896


--


11


--


--


67


974Gain on disposition of equipment


596


--


246


177


--


--


1,019Total revenues


2,305


--


1,591


247


273


67


4,483**Expenses**Depreciation and amortization


546


--


1,102


--


93


5


1,746Operations support


93


--


259


1


190


95


638Management fees to affiliate


91


--


84


3


11


--


189Interest expense


--


--


152


--


--


--


152General and administrative expenses


488


3


211


--


12


507


1,221Impairment loss on equipment


--


--


183


--


--


--


183(Recovery of) provision for bad debts


(1,296
)

--


12


--


--


--


(1,284
)Total expenses


(78
)

3


2,003


4


306


607


2,845Equity in net (loss) income of equityinvestments


(520
)

290


(46
)

--


--


--


(276
)Net income (loss)

$
1,863

$
287

$
(458
)
$
243

$
(33
)
$
(540
)
$
1,362Equipment purchases andcapitalized improvements

$
--

$
--

$
12,312

$
--

$
--

$
--

$
12,312Acquisition fees paid to affiliate

$
--

$
--

$
554

$
--

$
--

$
--

$
554Investments in equity investments

$
22,349

$
--

$
88

$
--

$
--

$
--

$
22,437Non-cash transfer of assets into anequity investment

$
--

$
--

$
5,188

$
--

$
--

$
--

$
5,188 
 
 Marine





MarineFor the nine months ended





Aircraft


Vessel

Railcar                      Container

TrailerSeptember 30, 2003





Leasing


Leasing


Leasing


Leasing


Leasing


Other1


Total 
 **Revenues**Lease revenue

$
2,778

$
--

$
1,334

$
170

$
208

$
--

$
4,490Interest income and other income


91


--


--


--


--


107


198Gain on disposition of equipment


3,858


--


28


112


--


--


3,998Total revenues


6,727


--


1,362


282


208


107


8,686**Expenses**Depreciation and amortization


1,277


--


535


41


93


4


1,950Operations support


164


--


526


37


115


57


899Management fees to affiliate


87


--


74


6


8


--


175Interest expense


--


--


42


--


--


5


47General and administrative expenses


418


--


118


--


50


537


1,123Impairment loss on equipment


1,616


--


--


--


--


--


1,616(Recovery of) provision for bad debts


(607
)

--


9


--


--


--


(598
)Total expenses


2,955


--


1,304


84


266


603


5,212Equity in net income of equityinvestments


47


1,311


--


--


--


--


1,358Net income (loss)

$
3,819

$
1,311

$
58

$
198

$
(58
)
$
(496
)
$
4,832Equipment purchases andcapitalized improvements

$
--

$
--

$
2,676

$
--

$
--

$
--

$
2,676Acquisition fees paid to affiliate

$
--

$
--

$
120

$
--

$
--

$
--

$
120 
 
 
 
 
 1
Includes certain interest income and costs not identifiable to a particular segment, such as certain amortization, interest, general and administrative and operations support expenses.     **PLM EQUIPMENT GROWTH FUND V**
 **(A Limited Partnership)**
 **NOTES TO CONDENSED FINANCIAL STATEMENTS**
 **(unaudited)**
 
 8.  Net Income Per Weighted-Average Limited Partnership Unit
 
 Net income per weighted-average limited partnership unit was computed by dividing net income attributable to limited partners by the weighted-average number of limited partnership units deemed outstanding during the period. The weighted-average number of limited partnership units deemed outstanding during the three and nine months ended September 30, 2004 and 2003 was 8,478,448.
 
 9.  Accounts and Other Receivable
 
 Accounts and other receivable represent balances due from current or former lessees for unpaid balances incurred from leasing the Partnership's owned equipment. The components of accounts and other receivable were as follows (in thousands of dollars):
 
 September 30,
December 31,2004


2003Trade accounts receivable

$587

$2,311Other receivable

1,490

1,650Allowance for doubtful accounts

(18)

(1,303)$2,059

$2,658 
 At December 31, 2003, the balance in other receivable was due from a former aircraft lessee for unpaid lease payments. Unpaid outstanding balances accrued interest at a rate of 5%. In addition, the former lessee also had $0.4 million of unpaid lease payments in trade accounts receivable. Due to the uncertainty of ultimate collection of the these receivables, the General Partner had fully reserved the unpaid outstanding balances of $2.0 million from this lessee less any security deposits and any payments received through March 29, 2004.
 
 At September 30, 2004, the balance in other receivable was due from the same former aircraft lessee for past due lease payments and in settlement for returning aircraft not in accordance with the lease agreement. The other receivable is scheduled to be fully paid by April 2005. Interest accrues at a rate of 5% on the outstanding other receivable balance. During the nine months ended September 2004, the former aircraft lessee made its monthly payments to the Partnership. During September 2004, the General Partner, based on the prior performance of this lessee and based on the General Partner's evaluation on the ultimate collection of the this receivable, reversed any remaining reserve for this lessee.
 
 10.  Debt
 
 During June 2004, the Partnership entered into a $15.0 million loan facility that has a term of two years and will bear interest at LIBOR or the lender's base rate plus a margin. The facility may be used as a warehouse facility or used to finance the purchase of new and used railcars until the expiration date of the facility on June 28, 2006. The facility requires that the Partnership place a security deposit with the lender equal to 10% of any outstanding borrowings. In the third quarter of 2004, the Partnership borrowed and repaid $6.8 million under the facility. As of September 30, 2004, there were no outstanding borrowing under the facility.
 
 In the third quarter of 2004, the $7.5 million warehouse credit facility which the Partnership shared with several affiliated entities, was amended and the Partnership was removed from the facility.
 
 The Partnership made the regularly scheduled principal payments totaling $0.1 million to the lender of the non-recourse debt during the nine months ended September 30, 2004.
 
 11.  Commitments and Contingencies
 
 PLM Transportation Equipment Corp. (TEC), an affiliate of the General Partner, arranged for the lease or purchase of up to 1,050 railcars with a delivery date between 2002 and 2004. The commitment requires a
     **PLM EQUIPMENT GROWTH FUND V**
 **(A Limited Partnership)**
 **NOTES TO CONDENSED FINANCIAL STATEMENTS**
 **(unaudited)**
 
 11.  Commitments and Contingencies (continued)
 
 minimum of 30% of the railcars delivered under the arrangement be purchased and the remaining 70% of the railcars may be leased or purchased. As of September 30, 2004, TEC or an affiliated program have purchased 531 railcars, at a cost of $38.5 million, and have leased 494 railcars, exceeding the minimum purchase requirement under this commitment. The remaining 25 railcars to be purchased or leased under this commitment with a cost of $1.8 million, will be delivered in 2004 and may be purchased or leased by TEC, the Partnership, an affiliated program, or an unaffiliated third party. While FSI has not determined which managed program will buy these railcars, it is possible that they will be purchased by the Partnership.
 
 In the fourth quarter of 2003 and the second quarter of 2004, FSI exercised options under the above agreement to purchase or lease a total of 460 additional railcars which will be delivered in the fourth quarter of 2004 and in 2005. The commitment requires that a minimum of 30% of the total railcars to be delivered under the original agreement and the option be purchased and the remaining railcars may be leased or purchased. If purchased, the total cost for the 453 railcars is $32.3 million. TEC, the Partnership, an affiliated programs, or unaffiliated third party may purchase or lease these railcars. While FSI has not determined which managed program will buy these railcars, it is possible that they will be purchased by the Partnership.
 
 As of September 30, 2004, TEC is not required to purchase any of the remaining railcars under the commitment to meet its overall requirement that 30% of the total commitment be purchased.
 
 During the third quarter of 2004, the General Partner committed to purchase 125 general service (GS) tank railcars to be delivered in the third quarter of 2005. The total cost of the 125 GS tank railcars is expected to be $8.9 million subject to adjustments for the price of steel. TEC, the Partnership, or an affiliated program may purchase these railcars. While FSI has not determined which managed program will buy these railcars, it is possible that they will be purchased by the Partnership.
 
 At September 30, 2004, railcars with an original equipment cost of $13.0 million were owned by FSI and its affiliate, some of which were purchased from the above transactions. While FSI has neither determined if a Program Affiliate will purchase these railcars nor the timing of any purchases, it is possible the Partnership may purchase some of these railcars.
 
 12.  Recent Accounting Pronouncements
 
 In January 2003, Financial Accounting Standards Board issued Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46). FIN 46 requires the Partnership to evaluate all existing arrangements to identify situations where the Partnership has a variable interest, commonly evidenced by a guarantee arrangement or other commitment to provide financial support, in a variable interest entity, commonly a thinly capitalized entity, and further determine when such variable interest requires the Partnership to consolidate the variable interest entities financial statements with its own. For existing entities, the Partnership is required to perform this assessment by December 31, 2004 and consolidate any variable interest entities for which the Partnership will absorb a majority of the entities expected losses or receive a majority of the expected residual gains. The General Partner is still in the process of evaluating its impact and has not completed its analysis or concluded on the impact that FIN 46 will have on the Partnership.
 
 For newly formed entities, FIN 46 is effective. FIN 46 did not impact the accounting for new entities formed in 2004.
 
 13.  Subsequent Event
 
 On November 1, 2004, the Partnership purchased, from an affiliate, an additional interest in CAL I and CAL II for a total of $0.1 million. This purchase will increase the Partnership's ownership in CAL I and CAL II from 39.6% to 40.5%.
     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 (I)  RESULTS OF OPERATIONS
 
 Comparison of PLM Equipment Growth Fund Vs (the Partnerships) Operating Results for the Three Months Ended September 30, 2004 and 2003
 
 (A)  Owned Equipment Operations
 
 Lease revenues less direct expenses (defined as repairs and maintenance and asset-specific insurance expenses) on owned equipment decreased during the three months ended September 30, 2004, compared to the same period of 2003. Gains and losses from the disposition of equipment, interest and other income, and certain expenses such as management fees to affiliate, depreciation and amortization, impairment loss on equipment, general and administrative expenses, and (recovery of) provision for bad debts relating to the operating segments (see Note 7 to the unaudited condensed financial statements), are not included in the owned equipment operation discussion because they are indirect in nature `and not a result of operations, but the result of owning a portfolio of equipment. The following table presents lease revenues less direct expenses by segment (in thousands of dollars):
 
 For the Three MonthsEnded September 30,2004

2003Railcars
$
267


$
271Aircraft

232



488Marine containers

23



23Trailers

19



38 
 Railcars: Railcar lease revenues and direct expenses were $0.3 million and $(9,000), respectively, for the three months ended September 30, 2004, compared to $0.5 million and $0.2 million, respectively, during the same period of 2003. During the three months ended September 30, 2004, a decrease in lease of $0.3 million and the decrease in direct expenses of $0.2 million was due to the Partnership transferring a portion of its owned railcar portfolio into an equity investment on July 1, 2004. The decrease in lease revenues was partially offset by an increase of $0.2 million due to the purchase and lease of railcars during the 2004.
 
 Aircraft:  Aircraft lease revenues and direct expenses were $0.3 million and $18,000, respectively, for the three months ended September 30, 2004, compared to $0.6 million and $0.1 million, respectively, during the same period of 2003. A decrease in aircraft lease revenues of $0.2 million was due to the sale of owned aircraft during 2003 that were on-lease during the third quarter of 2003 and a reduction of $0.1 million was due to an aircraft being off-lease during the third quarter of 2004 that was on-lease during the same period of 2003. The decrease in direct expenses was due to a decrease in repairs and maintenance of $43,000 during the three months ended September 30, 2004 compared to the same period of 2003 resulting from the disposition of aircraft during 2004 and 2003.
 
 (B)  Interest and Other Income
 
 Interest and other income increased $0.8 million in the three months ended September 30, 2004 compared to the same period of 2003. During the third quarter of 2004, a former aircraft lessee agreed to pay $0.8 million as a settlement for not returning leased aircraft in the condition required in the lease agreement. A similar event did not occur during the same period of 2003.
 
 (C)  Indirect Expenses Related to Owned Equipment Operations
 
 Total indirect expenses of $0.5 million for the three months ended September 30, 2004 decreased from $1.2 million for the same period in 2003. Significant variances are explained as follows:
 
 (i)  General and administrative expenses decreased $0.3 million during the third quarter of 2004 compared to the same period 2003 was primarily due to lower professional costs associated with aircraft equipment;
 
 (ii)  Impairment loss on equipment decreased $0.2 million in the third quarter of 2004 compared to the same period of 2003. During the three months ended September 30, 2004, the Partnership reduced the carrying value of the certain owned railcars $0.2 million to their estimated fair value. During same period of 2003, the Partnership reduced the carrying value of one owned aircraft $0.4 million to its estimated fair value;
 
 (iii)  Depreciation and amortization expenses decreased $0.2 million compared to the same period 2003. A decrease of $0.4 million was caused by equipment dispositions during 2003 and 2004 and a decrease of $0.1 million was caused by the transfer of a portion of the Partnership's owned railcar portfolio into an equity investment during the third quarter of 2004. These decreases were partially offset by an increase of $0.3 million caused by the purchase of railcars during 2004;
 
 (iv)  Recovery of bad debts increased $0.1 million in the three months ended September 30, 2004 compared to the same period of 2003 based on the General Partners evaluation of the collectability of receivables; and
 
 (v)  A $0.1 million increase in interest expense was due to a higher average outstanding debt balance in the third quarter of 2004 compared to the same period of 2003.
 
 (D)  Net Gain on Disposition of Owned Equipment
 
 The gain on the disposition of equipment for the third quarter of 2004 totaled $0.3 million, and resulted from the sale of parts of a commercial aircraft, marine containers and railcars with a net book value of $0.9 million for proceeds of $1.2 million. The gain on the disposition of equipment for the third quarter of 2003 totaled $2.2 million, and resulted from the sale of a commercial aircraft, marine containers and railcars with a net book value of $0.2 million for proceeds of $2.4 million including $0.9 million of unused engine reserves.
 
 (E)  Equity in Net Loss of Equity Investments
 
 Equity in net (loss) income of equity investments generally represents the Partnership's share of the net income or loss generated from the operation of jointly owned entities accounted for under the equity method of accounting. The following table presents equity in net (loss) income by equipment type (in thousands of dollars):
 
 For the Three MonthsEnded September 30,2004

2003Marine vessel
$
282


$
(62
)Railcars

(46
)


--Aircraft

(574
)


15Equity in net loss of equity investments
$
(338
)

$
(47
) 
 The following equity investment discussion by equipment type is based on the Partnership's proportional share of revenues, depreciation expense, direct expenses, interest expense and administrative expenses of the equity investments:
 
 Marine vessel:  As of September 30, 2004 and 2003, the Partnership had an interest in an entity owning a marine vessel. During the third quarter of 2004, lease revenues of $1.1 million were offset by depreciation expense, direct expenses and administrative expenses of $0.8 million. During the third quarter of 2003, lease revenues of $0.8 million were offset by depreciation expense, direct expenses and administrative expenses of $0.9 million.
 
 Marine vessel lease revenues increased $0.2 million during the three months ended September 30, 2004 compared to the same period 2003 due to the marine vessel earning a higher lease rate compared to the same period 2003.
 
 Direct expenses decreased $0.1 million during the three months ended September 30, 2004 compared to the same period of 2003 due to lower operation expenses.
 
 Railcars: As of September 30, 2004, the Partnership owned an interest in an entity that owned railcars. These railcars were transferred into this entity on July 1, 2004 from the Partnership's owned equipment portfolio. During the three months ended September 30, 2004, lease revenues of $0.5 million were offset by depreciation expense, direct expenses, interest expense and administrative expenses of $0.5 million. The Partnership had no equity investments that owned railcars during the three months ended September 30, 2003.
 
 Aircraft: As of September 30, 2004, the Partnership owned an interest in an entity owning two commercial aircraft on a direct finance lease, an interest in two entities each owning two Boeing 737-500 commercial aircraft, and an interest in an entity owning other aircraft related assets. As of September 30, 2003, the Partnership owned an interest in an entity owning two commercial aircraft on a direct finance lease and an interest in an entity owning other aircraft related assets.
 
 During the three months ended September 30, 2004, entities owning equipment generated revenues of $0.3 million which were offset by depreciation expense, interest expense, direct expenses and administrative expenses of $0.9 million. During the same period of 2003, entities owning equipment generated revenues of $21,000 which were offset by direct expenses and administrative expenses of $7,000. During the three months ended September 30, 2004, contribution from an entity owning other aircraft related assets decreased $10,000 compared to 2003.
 
 Aircraft revenues increased $0.3 million due to the Partnership's investment into two entities each owning two Boeing 737-500 commercial aircraft during the three months ended September 30, 2004. This increase was partially offset by a decrease of $18,000 due to a lower outstanding principal balance on the finance lease compared to 2003.
 
 Depreciation expense, direct expenses, interest expense and administrative expenses increased $0.9 million during the three months ended September 30, 2004 compared to the same period 2003. Depreciation expense increased $0.7 million caused by the Partnership's investment into two entities each owning two Boeing 737-500 commercial aircraft during the three months ended September 30, 2004. An additional increase of $0.2 million was caused by interest expense from the non-recourse debt in the two entities that each purchased two aircraft in the third quarter of 2004. Equity investments during the same period of 2003 did not have any debt or interest expense from debt.
 
 (F)  Net Income
 
 As a result of the foregoing, the Partnerships net income for the three months ended September 30, 2004 was $0.8 million, compared to net income of $1.9 million during the same period in 2003. The Partnerships ability to acquire, operate, and liquidate assets, secure leases, and re-lease those assets whose leases expire is subject to many factors. Therefore, the Partnerships performance in the three months ended September 30, 2004 is not necessarily indicative of future periods.
 
 Comparison of the Partnerships Operating Results for the Nine Months Ended September 30, 2004 and 2003
 
 (A)  Owned Equipment Operations
 
 Lease revenues less direct expenses on owned equipment decreased during the nine months ended September 30, 2004, compared to the same period of 2003. The following table presents lease revenues less direct expenses by segment (in thousands of dollars):
 
 For the Nine MonthsEnded September 30,2004

2003Railcars
$
1,075


$
808Aircraft

720



2,614Trailers

83



133Marine containers

69



93 
 Railcars: Railcar lease revenues and direct expenses were $1.3 million and $0.3 million, respectively, for the nine months ended September 30, 2004, compared to $1.3 million and $0.5 million, respectively, during the same period of 2003. Although lease revenues remained the same for both periods, lease revenues increased $0.4 million during the nine months ended September 30, 2004 due to the purchase and lease of railcars during the 2004 and 2003. This increase was offset by a decrease of $0.3 million due to the transfer of a portion of the Partnership's owned railcar portfolio into an equity investment during the third quarter of 2004 and a decrease of $0.1 million due to the sale of railcars that were on lease during the nine months ended September 30, 2003.
 
 Aircraft:  Aircraft lease revenues and direct expenses were $0.8 million and $0.1 million, respectively, for the nine months ended September 30, 2004, compared to $2.8 million and $0.2 million, respectively, during the same period of 2003. During the nine months ended September 30, 2004, a decrease in aircraft lease revenues of $1.6 million was due to the sale of owned aircraft during 2003 that were on-lease during the first nine months of 2003, a decrease of $0.2 million was due to the reduction in the lease rate of an aircraft during the third quarter 2003, and a decrease of $0.2 million was due to an aircraft being off-lease during most of 2004 that was on-lease the entire nine months of 2003.
 
 Trailers:  Trailer lease revenues and direct expenses were $0.3 million and $0.2 million, respectively, for the nine months ended September 30, 2004, compared to $0.2 million and $0.1 million, respectively, during the same period of 2003. Trailer lease revenues increased $0.1 million due to earning a higher lease rate compared to the same period of 2003. Trailer direct expenses increased $0.1 million due to an increase in repairs and maintenance.
 
 Marine containers:  Marine container lease revenues and direct expenses were $0.1 million and $1,000, respectively, for the nine months ended September 30, 2004, compared to $0.2 million and $37,000, respectively, during the same period of 2003, respectively. The decrease in marine container contribution was due to the sale of marine containers during 2004 and 2003.
 
 (B)  Interest and Other Income
 
 Interest and other income increased $0.8 million in the nine months ended September 30, 2004 compared to the same period of 2003. During the third quarter of 2004, a former aircraft lessee agreed to pay $0.8 million as a settlement for not returning leased aircraft in the condition required in the lease agreement. A similar event did not occur during the same period of 2003.
 
 (C)  Indirect Expenses Related to Owned Equipment Operations
 
 Total indirect expenses of $2.3 million for the nine months ended September 30, 2004 decreased from $4.4 million for the same period in 2003. Significant variances are explained as follows:
 
 (i)  A $1.4 million decrease in the impairment loss on equipment resulted from the Partnership reducing the carrying value of an owned aircraft $1.6 million to its estimated fair value during the nine months ended September 30, 2003 compared to the Partnership reducing the carrying value of owned railcars $0.2 million to its estimated fair value during the same period of 2004;
 
 (ii)  Recovery of bad debts increased $0.7 million in the first nine months of 2004 compared to the same period of 2003. During 2004 and 2003, recovery of bad debts of $1.3 million and $1.1 million, respectively, was due to the collection of bad debts primarily from one former aircraft lessee that had been previously written off. During 2003, the recovery of bad debts was partially offset by $0.5 million increase in bad debt expense based on the General Partners evaluation of the collectability of receivables;
 
 (iii)  Depreciation and amortization expenses decreased $0.2 million during the nine months ended September 30, 2004 compared to the same period from 2003. A decrease of $0.6 million caused by equipment sales during 2004 and 2003, a decrease of $0.1 million caused by the transfer of a portion of the Partnership owned railcars portfolio into an equity investment, and a decrease of $0.1 million caused by the double-declining balance method of depreciation which results in greater depreciation in the first years an asset is owned. These decreases were partially offset by an increase of $0.6 million caused by the purchase of railcars during 2004 and 2003;
 
 (iv)  A $0.1 million increase in interest expense was due to a higher average outstanding debt balance during the first nine months of 2004 compared to the same period of 2003; and
 
 (v)  General and administrative expenses increased $0.1 million during the nine months ended September 30, 2004 compared to the same period 2003 due to additional professional costs associated with equipment acquisitions.
     
 (D)  Net Gain on Disposition of Owned Equipment
 
 The gain on the disposition of equipment for the nine months ended September 30, 2004 totaled $1.0 million, and resulted from the sale of two commercial aircraft, parts from a commercial aircraft, marine containers and railcars with a net book value of $1.7 million for proceeds of $2.8 million. The gain on the disposition of equipment for the nine months ended September 30, 2003 totaled $4.0 million, and resulted from the sale of commercial aircraft, marine containers and railcars with a net book value of $0.2 million for proceeds of $4.2 million including $1.8 million of unused engine reserves.
 
 (E)  Equity in Net (Loss) Income of Equity Investments
 
 Equity in net (loss) income of equity investments generally represents the Partnership's share of the net loss or income generated from the operation of jointly owned entities accounted for under the equity method of accounting. The following table presents equity in net (loss) income by equipment type (in thousands of dollars):
 
 For the Nine MonthsEnded September 30,2004

2003Marine vessel
$
290


$
1,311Railcars

(46
)


--Aircraft

(520
)


47Equity in net (loss) income of equity investments
$
(276
)

$
1,358 
 The following equity investment discussion by equipment type is based on the Partnership's proportional share of revenues, gain on equipment disposition, depreciation expense, direct expenses, interest expense and administrative expenses of the equity investments:
 
 Marine vessel:  As of September 30, 2004 and 2003, the Partnership had an interest in an entity owning a marine vessel. During the nine months ended September 30, 2004, lease revenues of $2.3 million were partially offset by depreciation expense, direct expenses and administrative expenses of $2.1 million. During the nine months ended September 30, 2003, lease revenues of $3.1 million and the gain of $0.9 million from the sale of an entity that owned a marine vessel in which the Partnership had an interest were offset by depreciation expense, direct expenses and administrative expenses of $2.7 million.
 
 Marine vessels lease revenues decreased $0.8 million during the nine months ended September 30, 2004. A decrease of $0.4 million was due to the sale of one marine vessel in which the Partnership had an interest and a decrease of $0.6 million was due to the remaining marine vessel being off-lease approximately 40 days more than the same period of 2003 while undergoing major maintenance. These decreases were partially offset by an increase of $0.2 million due to the marine vessel earning a higher lease rate during the nine months ended September 30, 2004 compared to the same period of 2003
 
 Marine vessel depreciation expense, direct expenses, and administrative expenses decreased $0.4 million during the nine months ended September 30, 2004 due to the sale of a marine vessel during 2003 and decreased $0.3 million due to lower operating expenses resulting from being off-lease for approximately 40 days while undergoing scheduled major maintenance during 2004 when compared to 2003 during which a similar event did not occur.
 
 Railcars: As of September 30, 2004, the Partnership owned an interest in an entity that owned railcars. These railcars were transferred into this entity on July 1, 2004 from the Partnership's owned equipment portfolio. During the nine months ended September 30, 2004, lease revenues of $0.5 million were offset by depreciation expense, direct expenses, interest expense and administrative expenses of $0.5 million. The Partnership had no equity investments that owned railcars during the nine months ended September 30, 2003.
 
 Aircraft: As of September 30, 2004, the Partnership owned an interest in an entity owning two commercial aircraft on a direct finance lease, an interest in two entities each owning two Boeing 737-500 commercial aircraft, and an interest in an entity owning other aircraft related assets. As of September 30, 2003, the Partnership owned an interest in an entity owning two commercial aircraft on a direct finance lease and an interest in an entity owning other aircraft related assets.
 
 During the nine months ended September 30, 2004, entities owning equipment generated revenues of $0.3 million which were offset by depreciation expense, interest expense, direct expenses and administrative expenses of $0.9 million. During the same period of 2003, entities owning equipment generated revenues of $0.1 million which were partially offset by direct expenses and administrative expenses of $25,000. During the nine months ended September 30, 2004, contribution from an entity owning other aircraft related assets increased $38,000 compared to 2003.
 
 Aircraft revenues increased $0.3 million due to the Partnership's investment into two entities each owning two Boeing 737-500 commercial aircraft during the third quarter of 2004. This increase was partially offset by a decrease of $42,000 due to a lower outstanding principal balance on the finance lease compared to 2003.
 
 Depreciation expense, interest expense, direct expenses and administrative expenses increased $0.9 million during the nine months ended September 30, 2004 compared to the same period 2003. Depreciation expense increased $0.7 million caused by the Partnership's investment into two entities each owning two Boeing 737-500 commercial aircraft during the third quarter of 2004. An additional increase of $0.2 million was caused by interest expense from the non-recourse debt in the two entities that each purchased two aircraft in the third quarter of 2004. Equity investments during the same period of 2003 did not have any debt or interest expense from debt.
 
 (F)  Net Income
 
 As a result of the foregoing, the Partnerships net income for the nine months ended September 30, 2004 was $1.4 million, compared to net income of $4.8 million during the same period in 2003. The Partnerships ability to acquire, operate, and liquidate assets, secure leases, and re-lease those assets whose leases expire is subject to many factors. Therefore, the Partnerships performance in the nine months ended September 30, 2004 is not necessarily indicative of future periods.
 
 (II)  CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 
 The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires PLM Financial Services, Inc. (FSI or the General Partner) to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On a regular basis, the General Partner reviews these estimates including those related to asset lives and depreciation methods, impairment of long-lived assets, allowance for doubtful accounts, reserves related to legally mandated equipment repairs ** and contingencies and litigation. These estimates are based on the General Partner's historical experience and on various other assumptions believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The General Partner believes, however, that the estimates, including those for the above-listed items, are reasonable and that actual results will not vary significantly from the estimated amounts.
 
 The General Partner believes the following critical accounting policies affect the more significant judgments and estimates used in the preparation of the Partnership's financial statements:
 
 Revenue recognition: Lease revenues are earned by the Partnership monthly and no significant amounts are calculated on factors other than the passage of time. The Partnerships leases are accounted for as operating leases and are non-cancelable. Rents received prior to their due dates are deferred.
 
 The Partnership has an equity investment that owns aircraft jointly with other affiliated programs. These aircraft are leased on a direct finance lease. The equity investments revenues from the direct finance lease are based on a monthly amortization schedule.
 
 Asset lives and depreciation methods: The Partnerships primary business involves the purchase and subsequent lease of long-lived transportation and related equipment. The General Partner has chosen asset lives that it believes correspond to the economic life of the related asset. Depreciation is computed using the double-declining balance method, taking a full month's depreciation in the month of acquisition based upon estimated useful lives of 15 years for railcars and 12 years for all other equipment. The depreciation method changes to straight line when annual depreciation expense using the straight-line method exceeds that calculated by the double-declining balance method. The General Partner has chosen a deprecation method that it believes matches the benefit to the Partnership from the asset with the associated costs. These judgments have been made based on the General Partners expertise in each equipment segment that the Partnership operates. If the asset life and depreciation method chosen does not reduce the book value of the asset to at least the potential future cash flows from the asset to the Partnership, the Partnership would be required to record an impairment loss. Likewise, if the net book value of the asset was less than the economic value, the Partnership may record a gain on sale upon final disposition of the asset.
 
 Impairment of long-lived assets: Whenever circumstances indicate that an impairment may exist, the General Partner reviews the carrying value of its equipment and equity investments in affiliated entities to determine if the carrying value of the assets may not be recoverable, in consideration of the current economic conditions. This requires the General Partner to make estimates related to future cash flows from each asset as well as the determination if the deterioration is temporary or permanent. If these estimates or the related assumptions change in the future, the Partnership may be required to record additional impairment charges.
 
 Allowance for doubtful accounts: The Partnership maintains allowances for doubtful accounts for estimated losses resulting from the inability of the lessees to make the lease payments. These estimates are primarily based on the amount of time that has lapsed since the related payments were due as well as specific knowledge related to the ability of the lessees to make the required payments. If the financial condition of the Partnerships lessees were to deteriorate, additional allowances could be required that would reduce income. Conversely, if the financial condition of the lessees were to improve or if legal remedies to collect past due amounts were successful, the allowance for doubtful accounts may need to be reduced and income would be increased.
 
 Reserves for repairs: The Partnership accrues for legally required repairs to equipment such as scheduled major maintenance for marine vessels and engine overhauls to aircraft engines over the period prior to the required repairs. The amount that is reserved for is based on the General Partners expertise in each equipment segment, the past history of such costs for that specific piece of equipment and discussions with independent, third party equipment brokers. If the amount reserved for is not adequate to cover the cost of such repairs or if the repairs must be performed earlier than the General Partner estimated, the Partnership would incur additional repair and maintenance or equipment operating expenses.
 
 Contingencies and litigation: The Partnership is subject to legal proceedings involving ordinary and routine claims related to its business. The ultimate legal and financial liability with respect to such matters cannot be estimated with certainty and requires the use of estimates in recording liabilities for potential litigation settlements. Estimates for losses from litigation are disclosed if considered possible and accrued if considered probable after consultation with outside counsel. If estimates of potential losses increase or the related facts and circumstances change in the future, the Partnership may be required to record additional litigation expense.
 
 (III)  FINANCIAL CONDITION - CAPITAL RESOURCES, LIQUIDITY, AND DISTRIBUTIONS
 
 For the nine months ended September 30, 2004, the Partnership generated cash from operations of $3.1 million to meet its operating obligations, purchase additional equipment, pay debt and interest, and maintain working capital reserves.
 
 During the nine months ended September 30, 2004, the Partnership purchased a fleet of railcars for $12.3 million and paid FSI or its affiliates $0.6 million for acquisition fees and $0.1 million for lease negotiation fees. During the nine months ended September 30, 2004, the Partnership disposed of owned equipment with a net book value of $0.9 million and received aggregate proceeds of $2.8 million. The Partnership also transferred a portion of its owned railcar portfolio with a net book value of $5.2 million into an equity investment.
 
 Restricted cash decreased $0.1 million during the nine months ended September 30, 2004 resulting from the withdrawal of the lender from the Partnership's debt facility that required these deposits. No such deposits were required from the new lender.
 
 Accounts and other receivable decreased $0.6 million during the nine months ended September 30, 2004. A decrease of $0.1 million was due to the timing of lease receipts and a decrease of $1.8 million resulting from the collection from the other receivable. These decreases were partially offset by an increase of $1.3 million due to the collection of outstanding receivables previously reserved for as a bad debt.
 
 Equity investments in affiliated entities increased $5.4 million during the nine months ended September 30, 2004. An increase of $5.6 million caused by the Partnership's net investment into three newly formed equity investments by the transfer of owned railcars with a net book value of $5.2 million and cash investment of $22.8 million being partially off-set by decreases caused by non-operating cash distributions of $22.4 million. In addition, an increase of $20,000 from operating cash contributions to fund scheduled major maintenance expenses was offset by a decrease of $0.3 million caused by the loss recorded by the Partnership for its interests in the equity investments.
 
 Deferred charges increased $0.2 million primarily due to the payment of debt placement fees to the lender of the new debt facility.
 
 Prepaid expenses decreased $0.1 million during the nine months ended September 30, 2004 due primarily to the refund of a deposit.
 
 Accounts payable decreased $0.2 million during the nine months ended September 30, 2004 due to the timing of payments to vendors.
 
 During the nine months ended September 30, 2004, the Partnership made the regularly scheduled principal payments of $0.1 million to the lender of the non-recourse debt.
 
 On July 1, 2004, the Partnership transferred 382 owned railcars with a net book value of $5.2 million into a newly formed equity investment PLM Rail Partners, LLC (PLM Rail Partners) which is jointly owned with two affiliated partnerships. The Partnership owns a 22.9% interest in PLM Rail Partners. PLM Rail Partners borrowed $25.3 million. The loan is non-recourse to the Partnership and is collateralized by the railcars and future lease payments. During July 2004, proceeds of $5.2 million from this loan were distributed to the Partnership. The Partnership intends to purchase additional equipment with these proceeds.
 
 The loan amount of $25.3 million consists of two tranches of borrowings, tranche A with an interest rate of 5.65% and tranche B with an interest rate of 7.25%. Tranche A, for $15.7 million, will be repaid with quarterly principal payments of $0.7 million totaling $1.3 million in 2004, $2.6 million in 2005, 2006, 2007, 2008, 2009 and $1.3 million in 2010. Tranche B, for $9.6 million, will be repaid with quarterly payments totaling $0.9 million in 2010, $1.4 million in 2011, a quarterly payment of $0.2 million in March of 2012 and a balloon payment of $7.0 million in June 2012. PLM Rail Partners made the regularly scheduled principal payment of $0.7 million to the lender during the third quarter of 2004.
 
 At the end of each quarter, cash remaining in PLM Rail Partners after payment of all operating expenses, required debt payment, all fees and expenses, will be distributed at the rate of 25% as a prepayment of tranche A loan and 75% to the owners based on their proportional share of ownership.
 
 During the nine months ended September 30, 2004, the Partnership, with three affiliated entities, formed two new entities, PLM CAL I LLC (CAL I) and PLM CAL II LLC (CAL II). The Partnership contributed a total of $22.8 million to these entities and owns a 39.6% interest in CAL I and CAL II. CAL I and CAL II each own two Boeing 737-500 stage III commercial aircraft. CAL I and CAL II each assumed two loans totaling $25.7 million that bear an interest rate of 7.46% and 7.42%. The loans are non-recourse to the Partnership and are collateralized by the aircraft and future lease payments. CAL I and CAL II distributed a total of $17.2 million as a non-operating cash distribution to the Partnership during the third quarter of 2004.
 
 The Partnership's proportional share of acquisition fees, lease negotiation fees and debt placements fees paid by CAL I and CAL II to an affiliate of the General Partner totaled $1.5 million.
 
 PLM Transportation Equipment Corp. (TEC), an affiliate of the General Partner, arranged for the lease or purchase of up to 1,050 railcars with a delivery date between 2002 and 2004. The commitment requires a minimum of 30% of the railcars delivered under the arrangement be purchased and the remaining 70% of the railcars may be leased or purchased. As of September 30, 2004, TEC or an affiliated program have purchased 531 railcars, at a cost of $38.5 million, and have leased 494 railcars, exceeding the minimum purchase requirement under this commitment. The remaining 25 railcars to be purchased or leased under this commitment with a cost of $1.8 million, will be delivered in 2004 and may be purchased or leased by TEC, the Partnership, an affiliated program, or an unaffiliated third party. While FSI has not determined which managed program will buy these railcars, it is possible that they will be purchased by the Partnership.
 
 In the fourth quarter of 2003 and the second quarter of 2004, FSI exercised options under the above agreement to purchase or lease a total of 460 additional railcars which will be delivered in the fourth quarter of 2004 and in 2005. The commitment requires that a minimum of 30% of the total railcars to be delivered under the original agreement and the option be purchased and the remaining railcars may be leased or purchased. If purchased, the total cost for the 453 railcars is $32.3 million. TEC, the Partnership, an affiliated programs, or unaffiliated third party may purchase or lease these railcars. While FSI has not determined which managed program will buy these railcars, it is possible that they will be purchased by the Partnership.
 
 As of September 30, 2004, TEC is not required to purchase any of the remaining railcars under the commitment to meet its overall requirement that 30% of the total commitment be purchased.
 
 During the third quarter of 2004, the General Partner committed to purchase 125 general service (GS) tank railcars to be delivered in the third quarter of 2005. The total cost of the 125 GS tank railcars is expected to be $8.9 million subject to adjustments for the price of steel. TEC, the Partnership, or an affiliated program may purchase these railcars. While FSI has not determined which managed program will buy these railcars, it is possible that they will be purchased by the Partnership.
 
 At September 30, 2004, railcars with an original equipment cost of $13.0 million were owned by FSI and its affiliates, some of which were purchased from the above transactions. While FSI has neither determined if a Program Affiliate will purchase these railcars nor the timing of any purchases, it is possible the Partnership may purchase some of these railcars.
 
 Commitments and contingencies as of September 30, 2004 are as follows (in thousands of dollars):
 
 Less than
1-3Partnership Obligations:

Total

1 Year


YearsNon-recourse debt


$740

$206
$534Affiliate Obligations:Commitment to purchase railcars


$38,688

$25,584
$13,104 1  While FSI has neither determined if a Program Affiliate will purchase these railcars nor the timing of any purchases, it is possible the Partnership may purchase some of the railcars.
 
 (IV)  RECENT ACCOUNTING PRONOUNCEMENTS
 
 In January 2003, Financial Accounting Standards Board issued Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46). FIN 46 requires the Partnership to evaluate all existing arrangements to identify situations where the Partnership has a variable interest, commonly evidenced by a guarantee arrangement or other commitment to provide financial support, in a variable interest entity, commonly a thinly capitalized entity, and further determine when such variable interest requires the Partnership to consolidate the variable interest entities financial statements with its own. For existing entities, the Partnership is required to perform this assessment by December 31, 2004 and consolidate any variable interest entities for which the Partnership will absorb a majority of the entities expected losses or receive a majority of the expected residual gains. The General Partner is still in the process of evaluating its impact and has not completed its analysis or concluded on the impact that FIN 46 will have on the Partnership.
 
 For newly formed entities, FIN 46 is effective. FIN 46 did not impact the accounting for new entities formed in 2004.
 
 (V)  OUTLOOK FOR THE FUTURE
 
 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 these factors makes it difficult for the General Partner to clearly define trends or influences that may impact the performance of the Partnership's equipment. The General Partner continually monitors both the equipment markets and the performance of the Partnership's equipment in these markets. The General Partner may decide to reduce the Partnership's exposure to equipment markets in which it determines it cannot operate equipment to achieve acceptable rates of return. Alternatively, the General Partner may make a determination to enter equipment markets in which it perceives opportunities to profit from supply/demand instabilities or other market imperfections.
 
 Several factors may affect the Partnerships operating performance during the remainder of 2004 and beyond, including changes in the markets for the Partnerships equipment and changes in the regulatory environment in which that equipment operates.
 
 The Partnerships operation of a diversified equipment portfolio in a broad base of markets is intended to reduce its exposure to volatility in individual equipment sectors.
 
 Other factors affecting the Partnerships contribution during the remainder of 2004 and beyond include:
 
 (1)  The Partnerships marine containers are in excess of 14 years of age and are no longer suitable for use in international commerce either due to their specific physical condition or lessees preferences for newer equipment. Demand for these marine containers will continue to be weak due to their age;
 
 (2)  Economic recovery in the railcar segment continues to be strong. Overall railcar loadings continue to be forecast to grow approximately 6% for the remainder of 2004. Railcar manufacturers now have full production schedules until the summer of 2005 for tank railcars.
 
 The Partnership's railcar fleet is largely used by a broadly defined chemical sector. Chemical and petroleum railcar loadings are projected to grow at a substantially higher rate this year than the 3% per year long run average. The continuation of high steel prices have resulted in increases in the price of a new tank railcars and lease rates have now increased in response this price increase. While this improves returns for railcar lessors in the short run, reduced railcar availability and higher lease costs along with railroad operating inefficiencies may cause the chemical industry growth to slow and perhaps cause chemical producers to shift to other forms of transportation. Also, there are a number of potential new railroad operating requirements and regulations which, if adopted, could increase the cost of railcar ownership. At present, the Partnership's tank railcar fleet is highly utilized and appears to be in a position to remain so for the foreseeable future;
 
 (3)  The Partnership has an investment in a double-hull product tanker constructed in 1985 that operates in international markets carrying a variety of clean commodity-type cargoes. Demand for commodity-based shipping is closely tied to worldwide economic growth patterns, which can affect demand by causing changes in specific grade volume on trade routes. The General Partner operates the Partnerships product tanker in the spot charter markets, carrying mostly gasoline, jet fuel, gas oils and similar petroleum distillates or simple chemicals or vegetable oils, an approach that provides the flexibility to adapt to changes in market conditions. The marine vessel owned by an entity in which the Partnership has an interest is 19 years old which may limit its future marketability. Marine vessels 20 years of age typically earn a lower lease rate than newer marine vessels and may have increased off-hire time.
 
 The charter market for tankers is expected to remain strong for the remainder of 2004;
 
 (4)  Market demand for new and used aircraft has been severely impacted by the poor financial condition of the airline industry. The General Partner believes that there is a significant oversupply of commercial aircraft available that has caused a decrease in aircraft fair market values. The General Partner believes prices on selected aircraft have reached levels which make them attractive investment opportunities.
 
 A former aircraft lessee returned its leased aircraft in a condition not in accordance with the lease agreement. In addition, this lessee owed the Partnership approximately $0.7 million for past lease payments. In September 2004, the Partnership and the former lessee entered into an agreement totaling $1.5 million to include the unpaid lease payments and a settlement for returning the leased aircraft in a condition not in accordance with the lease agreement. The note requires payments of $0.2 million per month through April 2005, at which time the outstanding remaining balance will be paid using security deposits and cash held in an escrow account. Unpaid outstanding amounts accrue interest at a rate of 5%. As of November 12, 2004, payments on this note are current.
 
 The Partnership currently owns a DHC-8-102 commuter aircraft that is on consignment to a vendor who will part-out the aircraft and a Boeing 737-200 that is off-lease and being marketed for lease or sale. Due to the economic condition of the airline industry, this aircraft may be off-lease for a considerable period of time.
 
 (5)  The Partnership is expected to have increased general and administrative costs as the General Partner liquidates other investment programs that currently share certain general and administrative expenses; and
 
 (6)  General and administrative expenses are expected to increase over the next 15 months due to additional expenses required to meet compliance standards of the Sarbanes - Oxley Act.
 
 The Partnership may commit to purchase additional equipment with its cash flow, surplus cash, and equipment sale proceeds generated prior to December 31, 2004, consistent with the objectives of the Partnership. The General Partner believes that these acquisitions may cause the Partnership to generate additional earnings and cash flow for the Partnership. The Partnership will terminate on December 31, 2010, unless terminated earlier upon sale of all equipment and by certain other events.
 
 The Partnership intends to use cash flow from operations to satisfy its operating requirements, pay loan principal and interest on debt, and purchase additional equipment.
 
 The General Partner believes prices on certain transportation equipment, primarily railcar equipment, selected aircraft equipment and certain types of non-transportation related equipment, have reached attractive levels and is currently in the market to make investments in 2004. The General Partner believes that equipment purchased in today's economic environment may appreciate. Accordingly, the General Partner believes that most of the cash currently held by the Partnership will be used to purchase additional equipment.
 
 The General Partner does not anticipate declaring any cash distributions to the partners until at least the end of the investment phase of the Partnership. Cash distributions when paid to the partners generally consist of both a return of and a return on capital. Cash distributions do not represent and are not indicative of yield on investment. Actual yield on investment cannot be determined with any certainty until conclusion of the Partnership and will be dependent upon the collection of all future contracted rent, the generation of renewal and/or re-lease rents and the residual value realized for each asset at its disposal.
 
 (VI)  FORWARD-LOOKING INFORMATION
 
 Except for the historical information contained herein, this Form 10-QSB contains forward-looking statements that involve risks and uncertainties, such as statements of the Partnerships plans, objectives, expectations, and intentions. The cautionary statements made in this Form 10-QSB should be read as being applicable to all related forward-looking statements wherever they appear in this Form 10-QSB. There are a number of important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made herein. These factors include, but are not limited to, the collection of the Partnerships contracted rents, the realization of residual proceeds, and future economic conditions.
 
 ITEM 3.  CONTROLS AND PROCEDURES
 
 Limitations on the Effectiveness of Controls
 
 The General Partners management, including its President and Chief Financial Officer (CFO), does not expect that our internal controls or disclosure control will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
 
 Because of the inherent limitations in all control systems, no evaluation of control can provide absolute assurance that all control issues and instances of fraud, if any, within the Partnership have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, collusion of two or more people, or by management override of the control. The design of any system of controls also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
 
 Notwithstanding the forgoing limitations, we believe that our internal controls and disclosure control provide reasonable assurances that the objectives of our control system are met.
 
 Quarterly Evaluation of the Partnerships Disclosure Controls and Internal Controls
 
 (1)  Within the 90-day period prior to the filing of this report, the General Partner carried out an evaluation, under the supervision and with the participation of the General Partners management, including its President and CFO, of the effectiveness of the design and operation of the Partnerships disclosure controls and procedures pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 (the Exchange Act). Based upon that evaluation, the President and CFO concluded that the Partnerships disclosure controls and procedures are effective in timely alerting them to material information relating to the Partnerships required to be included in the Partnerships exchange act filings.
 
 (2)  There have been no significant changes in the Partnerships internal controls or in other factors which could significantly affect internal controls subsequent to the date the General Partner carried out its evaluations.
 
     
 PART II - OTHER INFORMATION
 
 
 ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
 
 (a)  Exhibits
 
 10.1
First Amendment to Amended and Restated Warehouse Credit Agreement datedSeptember 3, 2004. 
 10.2  PLM CAL I LLC operating agreement dated June 4, 2004.
 
 10.3  PLM CAL II LLC operating agreement dated June 4, 2004.
 
 10.4  PLM CAL I LLC equipment purchase agreement dated August 26, 2004.
 
 10.5  PLM CAL II LLC equipment purchase agreement dated August 26, 2004.
 
 31.1
Certificate of President of the General Partner pursuant to Section 302 of Sarbanes - Oxley Act. 
 31.2
Certificate of Chief Financial Officer of the General Partner pursuant to Section 302 of Sarbanes - Oxley Act. 
 32.1
Certificate of President of the General Partner pursuant to Section 906 of Sarbanes - Oxley Act. 
 32.2
Certificate of Chief Financial Officer of the General Partner pursuant to Section 906 of Sarbanes - Oxley Act. 
 (b)  Reports on Form 8-K
 
 1.
Report 8-K dated September 27, 2004, announcing thatErnst & Young LLP would not act as the Partnerships independent auditor after the review and the filing of the Partnership's third quarter report on Form 10-QSB. 
 2.
Report 8-KA dated October 13, 2004, announcing thatErnst & Young LLPhad declinedto stand for re-election as the Partnerships independent auditor after that review and the filing of the Partnership's third quarter report on Form 10-QSB. 
 
     
 
 
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 PLM EQUIPMENT GROWTH FUND V
 
 By:  PLM Financial Services, Inc.
 General Partner
 
 
 
 Date:  November 12, 2004  By:  /s/ Richard K Brock
 Richard K Brock
 Chief Financial Officer
 
 
     
  **Exhibit** **31.1**
  
  **CONTROL CERTIFICATION**
 
 I, James A. Coyne, certify that:
 
 1.  I have reviewed this quarterly report on Form 10-QSB of PLM Equipment Growth Fund V.
 
 2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
 
 3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
 
 4.  The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
 
 a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
 
 b)  evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation.
 
 5.  The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):
 
 a)  all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
 
 b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting.
 
 6.  The registrants other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
 
 
 
 
  By:  /s/ James A. Coyne
 James A. Coyne
 President
      **Exhibit 31.2**
  
  **CONTROL CERTIFICATION**
 
 I, Richard K Brock, certify that:
 
 1.  I have reviewed this quarterly report on Form 10-QSB of PLM Equipment Growth Fund V.
 
 2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
 
 3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
 
 4.  The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
 
 a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
 
 b)  evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation.
 
 5.  The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):
 
 a)  all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
 
 b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting.
 
 6.  The registrants other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
 
 
 
 
  By:  /s/ Richard K Brock
 Richard K Brock
 Chief Financial Officer
 (Principal Financial Officer)
 
     
 
 
 
 
 **Exhibit 32.1**
 
 Certification Pursuant to 18 U.S.C. Section 1350,
 As Adopted Pursuant to Section 906 of the
 Sarbanes - Oxley Act of 2002
 
 In connection with the Quarterly Report of PLM Equipment Growth Fund V (the Partnership), on Form 10-QSB for the period ended September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned, the President of the General Partner and of the Partnership, hereby certifies pursuant to 18 U.S.C. §1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
 
 (1)  the Report of the Partnership filed today fully complies with the requirements of Section 13(a) and 15 (d) of the Securities Exchange Act of 1934; and
 
 (2)  the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
 
 
 
 
 /s/ James A. Coyne
 James A. Coyne
 President of PLM Financial Services, Inc
 November 12, 2004
 
 
     
 
 
 
 **Exhibit 32.2**
 
 Certification Pursuant to 18 U.S.C. Section 1350,
 As Adopted Pursuant to Section 906 of the
 Sarbanes - Oxley Act of 2002
 
 In connection with the Quarterly Report of PLM Equipment Growth Fund V (the Partnership), on Form 10-QSB for the period ended September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned, the Chief Financial Officer of the General Partner and of the Partnership, hereby certifies pursuant to 18 U.S.C. §1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
 
 (1)  the Report of the Partnership filed today fully complies with the requirements of Section 13(a) and 15 (d) of the Securities Exchange Act of 1934; and
 
 (2)  the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
 
 
 
 
 /s/ Richard K Brock
 Richard K Brock
 Chief Financial Officer of PLM Financial Services, Inc.
 (Principal Financial Officer)
 November 12, 2004