**UNITED STATES****SECURITIES AND EXCHANGE
  COMMISSION****Washington, D.C. 20549****____________________****FORM 10-QSB****[X] Quarterly Report Pursuant to Section 13 or 15(d)
      of the Securities Exchange Act of 1934****For the fiscal quarter ended June 30, 2005.****[ ] 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. Employer****incorporation or organization) Identification No.)********200 Nyala Farms Road****.********Westport, CT 06880****(Address of principal executive offices) (Zip code)********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
      NoTransitional Small Business Disclosure Format: Yes 
      No XAggregate 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)

June 30,
    
    December 31,2005
    
    2004(unaudited)**Assets**Equipment held for operating leases, at cost
    
    $
    32,818
    
    $
    37,533Less accumulated depreciation
    
    
    (21,787
    )
    
    (27,645
    )Net equipment
    
    
    11,031
    
    
    9,888Cash and cash equivalents
    
    
    4,542
    
    
    5,736Restricted cash
    
    
    376
    
    
    1,998Accounts and other receivables, less allowance for
      doubtfulaccounts of $35 in 2005 and $10 in 2004
    
    
    208
    
    
    1,289Equity investments in affiliated entities
    
    
    8,954
    
    
    11,161Other assets, net of accumulated amortization of $206 in 2005and $121 in 2004
    
    
    436
    
    
    493Total assets
    
    $
    25,547
    
    $
    30,565**Liabilities and partners’ capital**Liabilities:Accounts payable and accrued expenses
    
    $
    162
    
    $
    288Due to affiliates
    
    
    28
    
    
    23Non-recourse debt
    
    
    605
    
    
    732Reserve for repairs
    
    
    -
    
    
    500Lessee deposits
    
    
    223
    
    
    413Total liabilities
    
    
    1,018
    
    
    1,956Commitments and contingenciesPartners' capital:Limited partners (8,478,448 limited partnership units
      outstanding)
    
    
    24,529
    
    
    28,609General Partner
    
    
    -
    
    
    -Total partners' capital
    
    
    24,529
    
    
    28,609Total liabilities and partners’ capital
    
    $
    25,547
    
    $
    30,565












See accompanying notes to unaudited condensed financial
statements.
**PLM EQUIPMENT GROWTH FUND V****(A Limited Partnership)****CONDENSED STATEMENTS OF
  OPERATIONS**(in thousands of dollars, except weighted-average limited
      partnership unit amounts)
(unaudited)


For the Three Months
    
    For the Six MonthsEnded June 30,
    
    Ended June 30,2005
    
    2004
    
    2005
    
    2004**Revenues**Lease revenue
    
    $
    568
    
    $
    943
    
    $
    1,151
    
    $
    1,871Interest and other income
    
    
    72
    
    
    26
    
    
    123
    
    
    84Gain on disposition of equipment
    
    
    292
    
    
    451
    
    
    1,351
    
    
    738Total revenues
    
    
    932
    
    
    1,420
    
    
    2,625
    
    
    2,693**Expenses**Depreciation and amortization
    
    
    360
    
    
    744
    
    
    701
    
    
    1,300Operations support
    
    
    (3
    )
    
    236
    
    
    15
    
    
    465Management fees to affiliate
    
    
    35
    
    
    64
    
    
    73
    
    
    122Interest expense
    
    
    63
    
    
    26
    
    
    145
    
    
    45General and administrative expensesto affiliates
    
    
    39
    
    
    115
    
    
    75
    
    
    223Other general and administrative expenses
    
    
    208
    
    
    341
    
    
    296
    
    
    791Provision for (recovery of) bad debts
    
    
    28
    
    
    (482
    )
    
    24
    
    
    (713
    )Total expenses
    
    
    730
    
    
    1,044
    
    
    1,329
    
    
    2,233Equity in net (loss) income of equityinvestments
    
    
    (920
    )
    
    (3
    )
    
    (914
    )
    
    62Net (loss) income
    
    $
    (718
    )
    $
    373
    
    $
    382
    
    $
    522**Partners’ share of net (loss) income**Limited partners
    
    $
    (941
    )
    $
    373
    
    $
    159
    
    $
    522General Partner
    
    
    223
    
    
    -
    
    
    223
    
    
    -Total
    
    $
    (718
    )
    $
    373
    
    $
    382
    
    $
    522Limited partners' net (loss) income perweighted-average limited partnership unit
    
    $
    (0.11
    )
    $
    0.04
    
    $
    0.02
    
    $
    0.06









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, 2004 to June 30,
      2005**(in thousands of dollars)
(unaudited)




Limited
    
    GeneralPartners
    
    Partner
    
    TotalPartners’ capital as of December 31, 2004
    
    $
    28,609
    
    $
    --
    
    $
    28,609Net income
    
    
    159
    
    
    223
    
    
    382Cash distribution
    
    
    (4,239
    )
    
    (223
    )
    
    (4,462
    )Partners' capital as of June 30, 2005
    
    $
    24,529
    
    $
    --
    
    $
    24,529




































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 Six Months
      Ended June 30,2005
    
    2004**Operating activities**Net income
    
    $
    382
    
    $
    522Adjustments to reconcile net incometo net cash provided by (used in) operating
activities:Depreciation and amortization
    
    
    701
    
    
    1,300Amortization of debt placement costs
    
    
    61
    
    
    3Provision for (recovery of) bad debts
    
    
    24
    
    
    (713
    )Gain on disposition of equipment
    
    
    (1,351
    )
    
    (738
    )Equity in net loss (income) from equity investments
    
    
    914
    
    
    (62
    )Distributions from (contribution to) equity
investments
    
    
    1,293
    
    
    (301
    )Changes in operating assets and liabilities:Accounts receivable and other receivables
    
    
    1,057
    
    
    2,422Other assets
    
    
    (47
    )
    
    (79
    )Accounts payable and accrued expenses
    
    
    (126
    )
    
    (60
    )Due to affiliates
    
    
    5
    
    
    (18
    )Lessee deposits
    
    
    (190
    )
    
    (1
    )Net cash provided by operating activities
    
    
    2,723
    
    
    2,275**Investing activities**Payments for purchase ofequipment and capitalized repairs
    
    
    (1,870
    )
    
    (12,311
    )Decrease in restricted cash
    
    
    1,622
    
    
    60Payments of acquisition fees to affiliate
    
    
    (84
    )
    
    (554
    )Payments of lease negotiation fees to affiliate
    
    
    (19
    )
    
    (123
    )Payments on finance lease receivable
    
    
    37
    
    
    --Proceeds from disposition of equipment
    
    
    986
    
    
    1,582Net cash provided by (used in) investing activities
    
    
    672
    
    
    (11,346
    )**Financing activities**Cash distribution paid to limited partners
    
    
    (4,239
    )
    
    --Cash distribution paid to General Partner
    
    
    (223
    )
    
    --Payments of debt placement fees
    
    
    --
    
    
    (148
    )Payments of non-recourse debt
    
    
    (127
    )
    
    (96
    )Net cash used in financing activities
    
    
    (4,589
    )
    
    (244
    )Net decrease in cash and cash equivalents
    
    
    (1,194
    )
    
    (9,315
    )Cash and cash equivalents at beginning of period
    
    
    5,736
    
    
    18,049Cash and cash equivalents at end of period
    
    $
    4,542
    
    $
    8,734**Supplemental information**Interest paid
    
    $
    56
    
    $
    42


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 2004 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 2004 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 June 30, 2005 and December 31, 2004, condensed
statements of operations for the three and six months ended June 30, 2005 and
2004, condensed statements of changes in partners’ capital for the period from
December 31, 2004 to June 30, 2005, and the condensed statements of cash flows
for the six months ended June 30, 2005 and 2004 have been made and are
reflected.

2. Schedule of Partnership Phases

The Partnership may not reinvest cash flow generated from
operations after January 1, 2005 into additional equipment. The Partnership will
terminate on December 31, 2010, unless terminated earlier upon the sale of all
of the equipment or by certain other events. Although the Partnership is
scheduled to terminate on December 31, 2010, the General Partner is managing the
Partnership with the objective of having all owned and partially owned equipment
disposed of by December 31, 2006.

3. Reclassifications

Certain amounts previously reported have been reclassified to
conform to the 2005 presentation. These reclassifications did not have any
effect on total assets, total liabilities, partners’ capital, or net income.

4. Cash Distributions

Cash distributions are recorded when declared.

For the three and six months ended June 30, 2005, cash
distributions declared and paid totaled $4.2 million ($0.50 per limited
partnership unit) to the limited partners and $0.2 million to the General
Partner. No cash distributions were paid to the limited partners or General
Partner during the three and six months ended June 30, 2004.

5. Transactions with General Partner and
Affiliates

The balance due to affiliates as of June 30, 2005 and December 31,
2004 includes $28,000 and $23,000, respectively, due to FSI and its affiliates
for management fees.
**PLM EQUIPMENT GROWTH FUND V**
**(A Limited Partnership)**
**NOTES TO CONDENSED FINANCIAL STATEMENTS**
**(unaudited)**

5. Transactions with General Partner and Affiliates
(continued)

During the three and six months ended June 30, 2005 and 2004, the
Partnership incurred acquisition, lease negotiation, management fees and data
processing and administrative expenses to FSI or its affiliates. The components
of these fees and expenses incurred to FSI or its affiliates were as follows (in
thousands of dollars):

Owned Equipment
    
    Equity InvestmentsFor the three months ended June 30,
    
    2005
    
    2004
    
    2005
    
    2004Acquisition fees
    
    $
    84
    
    $
    407
    
    $
    --
    
    $
    --Lease negotiation fees
    
    
    19
    
    
    91
    
    
    --
    
    
    --Management fees
    
    
    35
    
    
    64
    
    
    89
    
    
    25Data processing and administrativeexpenses
    
    
    39
    
    
    115
    
    
    42
    
    
    3

Owned Equipment
    
    Equity InvestmentsFor the six months ended June 30,
    
    2005
    
    2004
    
    2005
    
    2004Acquisition fees
    
    $
    84
    
    $
    554
    
    $
    --
    
    $
    --Lease negotiation fees
    
    
    19
    
    
    123
    
    
    --
    
    
    --Management fees
    
    
    73
    
    
    122
    
    
    208
    
    
    51Data processing and administrativeexpenses
    
    
    75
    
    
    223
    
    
    83
    
    
    10

During the six months ended June 30, 2005, the Partnership
purchased $1.9 million in railcars from an unaffiliated third party and paid FSI
or its affiliates $0.1 million for acquisition fees and $19,000 for lease
negotiation fees. During the six months ended June 30, 2004, the Partnership
purchased $9.6 million in railcars from FSI or its affiliates and $2.7 million
in railcars from an unaffiliated third party and paid FSI or its affiliates $0.6
million for acquisition fees and $0.1 million for lease negotiation fees. The
Partnership's cost for the railcars purchased from FSI was the lower of FSI's or
its affiliates cost or the fair market value at the time of purchase.

6. Restricted Cash

In December 2004, the General Partner entered into an escrow
agreement on behalf of the Partnership. The General Partner placed $2.0 million
with the escrow agent, an unaffiliated third party, during 2004.

In the second quarter of 2005, $1.6 million in escrowed funds were
released and used to purchase a portfolio of railcars and pay FSI or its
affiliates the associated acquisition and lease negotiation fees. The remaining
escrowed funds of $0.4 million will be released to the Partnership during the
third quarter of 2005 to reimburse the Partnership for railcars purchased during
the first half of 2005.
**PLM EQUIPMENT GROWTH FUND V**
**(A Limited Partnership)**
**NOTES TO CONDENSED FINANCIAL STATEMENTS**
**(unaudited)**

7. Equipment

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

June 30,
    
    December 31,2005
    
    2004Aircraft
    
    $
    19,854
    
    $
    24,937Rail equipment
    
    
    12,964
    
    
    11,160Marine containers
    
    
    --
    
    
    1,43632,818
    
    
    37,533Less accumulated depreciation
    
    
    (21,787
    )
    
    (27,645
    )Net equipment
    
    $
    11,031
    
    $
    9,888

Equipment held for operating leases is stated at cost less
depreciation and any impairments to the carrying value.

As of June 30, 2005, all owned equipment in the Partnership’s
portfolio was on lease except for one aircraft and 21 railcars with an aggregate
net book value of $1.6 million. As of December 31, 2004, all owned equipment in
the Partnership’s portfolio was on lease except for two aircraft and 22 railcars
with an aggregate net book value of $0.8 million.

During the six months ended June 30, 2005, the Partnership
purchased railcars for $2.0 million including acquisition fees of $0.1 million.
During the six months ended June 30, 2004, the Partnership purchased a fleet of
railcars for $12.9 million including acquisition fees of $0.6 million.

During the three months ended June 30, 2005, the Partnership
disposed of parts from a commercial aircraft and marine containers with an
aggregate net book value of $-0- for proceeds of $0.3 million which resulted in
a gain on disposition of $0.3 million. During the six months ended June 30,
2005, the Partnership disposed of parts from a commercial aircraft, a commercial
aircraft, marine containers and railcars with an aggregate net book value of
$0.1 million for proceeds of $1.0 million and reversed $0.5 million of unused
engine reserves related to the sold commercial aircraft which resulted in a gain
on disposition of $1.4 million.

During the three and six months ended June 30, 2004, the
Partnership disposed of parts from a commercial aircraft, marine containers and
railcars with an aggregate net book value of $0.5 million and $0.8 million,
respectively, for proceeds of $0.9 million and $1.6 million, respectively, which
resulted in a gain on disposition of $0.5 million and $0.7 million,
respectively.

8. Equity Investment in Affiliated Entities

The Partnership owns equipment jointly with affiliated programs
and non-affiliated entities.

Ownership interest is based on the Partnership’s contribution
towards the cost of the assets in the equity investments. The Partnership’s
proportional share of equity and income (loss) in each entity is not necessarily
the same as its ownership interest. The primary reason for this is that certain
fees such as management fees, acquisition fees, lease and re-lease fees vary
among the owners of the equity investments. The Partnership’s investment in
equity investments includes acquisition fees, lease negotiation fees, and debt
placement fees paid by the Partnership to the General Partner or its affiliates.**PLM EQUIPMENT GROWTH FUND V**
**(A Limited Partnership)**
**NOTES TO CONDENSED FINANCIAL STATEMENTS**
**(unaudited)**

8. Equity Investment in Affiliated Entities
(continued)

The Partnership’s equity interest in the net income (loss) of
equity investments is reflected net of management fees incurred and the
amortization of acquisition fees, lease negotiation fees and debt placement
fees.

The tables below set forth 100% of the lease revenues and interest
and other income, gain on disposition of equipment, depreciation and
amortization expense, interest expense, operations support and indirect
expenses, and net income (loss) of the entities in which the Partnership has an
interest, and the Partnership‘s proportional share of income (loss) in each
entity for the three and six months ended June 30, 2005 and 2004 (in thousands
of dollars):

PLMFor the three months ended
    
    Lion
    
    WorldwideJune 30, 2005
    
    Partnership1
    
    Leasing3

Lease revenues and interest and other income
    $
    2,150
    
    $
    212Less: Depreciation and amortization expense
    
    279
    
    
    --Operations support
    
    1,472
    
    
    --Indirect expenses
    
    277
    
    
    378Net income (loss)
    $
    122
    
    $
    (166
    )Partnership’s share of net income (loss)
    $
    52
    
    $
    (42
    )

For the three months ended
    
    PLM Rail
    
    PLM CAL I
    
    PLM CAL IIJune 30, 2005 (continued)
    
    Partners LLC4
    
    LLC5
    
    LLC6
    
    CFHS 7
    
    Total

Lease revenues and interest and other income
    $
    1,735
    
    $
    984
    
    $
    975
    
    $
    571Gain on disposition of equipment
    
    124
    
    
    --
    
    
    --
    
    
    --Less: Depreciation and amortization expense
    
    920
    
    
    1,235
    
    
    1,233
    
    
    1,388Interest expense
    
    841
    
    
    457
    
    
    456
    
    
    --Operations support
    
    554
    
    
    --
    
    
    --
    
    
    --Indirect expenses
    
    342
    
    
    26
    
    
    27
    
    
    24Net loss
    $
    (798
    )
    $
    (734
    )
    $
    (741
    )
    $
    (841
    )Partnership’s share of net loss
    $
    (183
    )
    $
    (293
    )
    $
    (295
    )
    $
    (159
    )
    
    $
    (920
    )


Aero
    
    PLMFor the three months ended
    
    Lion
    
    California
    
    WorldwideJune 30, 2004
    
    Partnership1
    
    Trust2
    
    Leasing3
    
    Total

Lease revenues and interest and other income
    $
    1,351
    
    $
    38Less: Depreciation and amortization expense
    
    279
    
    
    --Operations support
    
    830
    
    
    6Indirect expenses
    
    354
    
    
    25Net (loss) income
    $
    (112
    )
    $
    7Partnership’s share of net (loss) income
    $
    (53
    )
    $
    2
    
    $
    48
    
    
    $
    (3
    )

1
    The Partnership owns a 48% interest in the Lion Partnership
      that was formed in 1997 that owns a product
tanker.
2  The Partnership owned a 25% interest in the Aero
California Trust that was formed in 1996 and dissolved in 2005 that owned two
stage III commercial aircraft that were on a direct finance lease.
3
    The Partnership owns a 25% interest in PLM Worldwide Leasing
      Corp. that was formed in 1995 that owns aircraft related
  assets.
4
    The Partnership owns a 23% interest in PLM Rail Partners,
      LLC that was formed in the third quarter of 2004 that owns various types
      of railcars.
5
    The Partnership owns a 40% interest in the PLM CAL I LLC
      that was formed in the third quarter of 2004 that owns two Boeing 737-500
      stage III commercial aircraft.
6
    The Partnership owns a 40% interest in the PLM CAL II LLC
      that was formed in the fourth quarter of 2004 that owns two Boeing 737-500
      stage III commercial aircraft.
7
    The Partnership owns a 19% interest in CFHS that was formed
      in the third quarter of 2004 that owns various types of machinery and
      other equipment.**PLM EQUIPMENT GROWTH FUND V**
**(A Limited Partnership)**
**NOTES TO CONDENSED FINANCIAL STATEMENTS**
**(unaudited)**

8. Equity Investments in Affiliated Entities
(continued)

Aero
    
    PLMFor the six months ended
    
    Lion
    
    California
    
    WorldwideJune 30, 2005
    
    Partnership1
    
    Trust2
    
    Leasing3

Lease revenues and interest and other income
    $
    5,313
    
    $
    7
    
    $
    528Less: Depreciation and amortization expense
    
    557
    
    
    --
    
    
    --Operations support
    
    2,763
    
    
    5
    
    
    --Indirect expenses
    
    455
    
    
    3
    
    
    685Net income (loss)
    $
    1,538
    
    $
    (1
    )
    $
    (157
    )Partnership’s share of net income (loss)
    $
    715
    
    $
    --
    
    $
    (40
    )

For the six months ended
    
    PLM Rail
    
    PLM CAL I
    
    PLM CAL IIJune 30, 2005 (continued)
    
    Partners LLC4
    
    LLC5
    
    LLC6
    
    CFHS 7
    
    Total

Lease revenues and interest and other income
    $
    3,632
    
    $
    1,951
    
    $
    1,933
    
    $
    1,141Gain on disposition of equipment
    
    368
    
    
    --
    
    
    --
    
    
    --Less: Depreciation and amortization expense
    
    1,851
    
    
    2,470
    
    
    2,467
    
    
    2,767Interest expense
    
    832
    
    
    946
    
    
    945
    
    
    --Operations support
    
    1,017
    
    
    --
    
    
    --
    
    
    --Indirect expenses
    
    545
    
    
    54
    
    
    54
    
    
    48Net loss
    $
    (245
    )
    $
    (1,519
    )
    $
    (1,533
    )
    $
    (1,674
    )Partnership’s share of net loss
    $
    (56
    )
    $
    (606
    )
    $
    (611
    )
    $
    (316
    )
    
    $
    (914
    )

Aero
    
    
    
    PLMFor the six months ended
    
    Lion
    
    California
    
    Clement
    
    WorldwideJune 30, 2004
    
    Partnership1
    
    Trust2
    
    Partnership8
    
    Leasing3
    
    Total

Lease revenues and interest and other income
    $
    2,722
    
    $
    87
    
    $
    --Less: Depreciation and amortization expense
    
    557
    
    
    --
    
    
    --Operations support
    
    2,020
    
    
    15
    
    
    3Indirect expenses
    
    155
    
    
    51
    
    
    (28
    )Net (loss) income
    $
    (10
    )
    $
    21
    
    $
    25Partnership’s share of net (loss) income
    $
    (5
    )
    $
    6
    
    $
    13
    
    $
    48
    
    
    $
    62

As of June 30, 2005, all jointly-owned assets in the Partnership’s
equity investment portfolio were on lease except for 105 railcars with a net
book value of $0.4 million. As of December 31, 2004, all jointly owned assets in
the Partnership’s equity investment portfolio were on lease except for 101
railcars with a net book value of $0.6 million.

In the first quarter of 2005, the lessee of the two stage III
commercial aircraft on a direct finance lease in which the Partnership had an
interest, exercised its purchase option for these aircraft in accordance with
the lease agreement. The aircraft were sold for their net book value.

1
    The Partnership owns a 48% interest in the Lion Partnership
      that was formed in 1997 that owns a product
tanker.
2  The Partnership owned a 25% interest in the Aero
California Trust that was formed in 1996 and dissolved in 2005 that owned two
stage III commercial aircraft that were on a direct finance lease.
3
    The Partnership owns a 25% interest in PLM Worldwide Leasing
      Corp. that was formed in 1995 that owns aircraft related
  assets.
4
    The Partnership owns a 23% interest in PLM Rail Partners,
      LLC that was formed in the third quarter of 2004 that owns various types
      of railcars.
5
    The Partnership owns a 40% interest in the PLM CAL I LLC
      that was formed in the third quarter of 2004 that owns two Boeing 737-500
      stage III commercial aircraft.
6
    The Partnership owns a 40% interest in the PLM CAL II LLC
      that was formed in the fourth quarter of 2004 that owns two Boeing 737-500
      stage III commercial aircraft.
7
    The Partnership owns a 19% interest in CFHS that was formed
      in the third quarter of 2004 that owns various types of machinery and
      other equipment.
8
    The Partnership owned a 50% interest in the Clement
      Partnership that was formed in 1991 and dissolved in 2004 that owned a
      product tanker which was sold during 2003.**PLM EQUIPMENT GROWTH FUND V**
**(A Limited Partnership)**
**NOTES TO CONDENSED FINANCIAL STATEMENTS**
**(unaudited)**

8. Equity Investments in Affiliated Entities
(continued)

During the three and six months ended June 30, 2005, PLM Railcar
Partners LLC disposed of railcars with a net book value of $0.1 million and $0.2
million, respectively, for proceeds of $0.2 million and $0.6 million,
respectively, which resulted in a gain on disposition of $0.1 million and $0.4
million, respectively.

During the three and six months ended June 30, 2004, there were no
equipment dispositions in entities in which the Partnership had an investment
interest.

9. Operating Segments

The Partnership operates in six primary operating segments: marine
vessel leasing, aircraft leasing, railcar leasing, trailer leasing, machinery
and other equipment leasing and marine container leasing. Each equipment leasing
segment engages in short-term to mid-term operating leases to a variety of
customers. There were no intersegment revenues for the three and six months
ended June 30, 2005 and 2004. The following tables present a summary of the
operating segments (in thousands of dollars):

Marine
    
    
    
    
    
    
    
    Machinery
    
    MarineFor the three months ended
    
    Vessel
    
    Aircraft
    
    Railcar
    
    Trailer
    
    And Other
    
    ContainerJune 30, 2005
    
    Leasing
    
    Leasing
    
    Leasing
    
    Leasing
    
    Equipment
    
    Leasing
    
    Other1
    
    Total**Revenues**Lease revenue
    
    $
    --
    
    $
    240
    
    $
    350
    
    $
    --
    
    $
    --
    
    $
    (22
    )
    $
    --
    
    $
    568Interest income and other income
    
    
    --
    
    
    8
    
    
    2
    
    
    3
    
    
    --
    
    
    --
    
    
    59
    
    
    72Gain on disposition of equipment
    
    
    --
    
    
    35
    
    
    --
    
    
    --
    
    
    --
    
    
    257
    
    
    --
    
    
    292Total revenues
    
    
    --
    
    
    283
    
    
    352
    
    
    3
    
    
    --
    
    
    235
    
    
    59
    
    
    932**Expenses**Depreciation and amortization
    
    
    --
    
    
    4
    
    
    356
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    360Operations support
    
    
    --
    
    
    1
    
    
    (5
    )
    
    --
    
    
    --
    
    
    1
    
    
    --
    
    
    (3
    )Management fees to affiliate
    
    
    --
    
    
    9
    
    
    22
    
    
    5
    
    
    --
    
    
    (1
    )
    
    --
    
    
    35Interest expense
    
    
    --
    
    
    --
    
    
    63
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    63General and administrative expenses
    
    
    --
    
    
    23
    
    
    25
    
    
    --
    
    
    --
    
    
    --
    
    
    199
    
    
    247Provision for bad debts
    
    
    --
    
    
    --
    
    
    28
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    28Total expenses
    
    
    --
    
    
    37
    
    
    489
    
    
    5
    
    
    --
    
    
    --
    
    
    199
    
    
    730Equity in net income (loss) of equityinvestments
    
    
    52
    
    
    (630
    )
    
    (183
    )
    
    --
    
    
    (159
    )
    
    --
    
    
    --
    
    
    (920
    )Net income (loss)
    
    $
    52
    
    $
    (384
    )
    $
    (320
    )
    $
    (2
    )
    $
    (159
    )
    $
    235
    
    $
    (140
    )
    $
    (718
    )Equipment purchases andcapitalized repairs
    
    $
    --
    
    $
    --
    
    $
    1,870
    
    $
    --
    
    $
    --
    
    $
    --
    
    $
    --
    
    $
    1,870Acquisition fees to affiliate
    
    $
    --
    
    $
    --
    
    $
    84
    
    $
    --
    
    $
    --
    
    $
    --
    
    $
    --
    
    $
    84Total assets as of June 30, 2005
    
    $
    2,489
    
    $
    3,406
    
    $
    11,531
    
    $
    147
    
    $
    3,333
    
    $
    --
    
    $
    4,641
    
    $
    25,547

Marine
    
    
    
    
    
    
    
    MarineFor the three months ended
    
    Vessel
    
    Aircraft
    
    Railcar
    
    Trailer
    
    ContainerJune 30, 2004
    
    Leasing
    
    Leasing
    
    Leasing
    
    Leasing
    
    Leasing
    
    Other2
    
    Total**Revenues**Lease revenue
    
    $
    --
    
    $
    231
    
    $
    604
    
    $
    88
    
    $
    20
    
    $
    --
    
    $
    943Interest income and other income
    
    
    --
    
    
    12
    
    
    1
    
    
    --
    
    
    --
    
    
    13
    
    
    26Gain on disposition of equipment
    
    
    --
    
    
    374
    
    
    7
    
    
    --
    
    
    70
    
    
    --
    
    
    451Total revenues
    
    
    --
    
    
    617
    
    
    612
    
    
    88
    
    
    90
    
    
    13
    
    
    1,420**Expenses**Depreciation and amortization
    
    
    --
    
    
    227
    
    
    484
    
    
    31
    
    
    --
    
    
    2
    
    
    744Operations support
    
    
    --
    
    
    25
    
    
    144
    
    
    67
    
    
    --
    
    
    --
    
    
    236Management fees to affiliate
    
    
    --
    
    
    37
    
    
    24
    
    
    3
    
    
    --
    
    
    --
    
    
    64Interest expense
    
    
    --
    
    
    --
    
    
    26
    
    
    --
    
    
    --
    
    
    --
    
    
    26General and administrative expenses
    
    
    1
    
    
    166
    
    
    69
    
    
    (1
    )
    
    --
    
    
    221
    
    
    456(Recovery of) provision for bad debts
    
    
    --
    
    
    (487
    )
    
    5
    
    
    --
    
    
    --
    
    
    --
    
    
    (482
    )Total expenses
    
    
    1
    
    
    (32
    )
    
    752
    
    
    100
    
    
    --
    
    
    223
    
    
    1,044Equity in net (loss) income of equityinvestments
    
    
    (53
    )
    
    50
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    (3
    )Net (loss) income
    
    $
    (54
    )
    $
    699
    
    $
    (140
    )
    $
    (12
    )
    $
    90
    
    $
    (210
    )
    $
    373Equipment purchases andcapitalized repairs
    
    $
    --
    
    $
    --
    
    $
    9,051
    
    $
    --
    
    $
    --
    
    $
    --
    
    $
    9,051Acquisition fees to affiliate
    
    $
    --
    
    $
    --
    
    $
    408
    
    $
    --
    
    $
    --
    
    $
    --
    
    $
    408

1
    Includes certain assets not identifiable to a specific
      segment such as cash and certain other assets. Also includes certain
      interest income and costs not identifiable to a particular segment such as
      certain amortization and certain general and administrative
    expenses.
2
    Includes certain interest income and costs not identifiable
      to a particular segment, such as certain amortization and certain general
      and administrative expenses.**PLM EQUIPMENT GROWTH FUND V**
**(A Limited Partnership)**
**NOTES TO CONDENSED FINANCIAL STATEMENTS**
**(unaudited)**

9. Operating Segments (continued)

Marine
    
    
    
    
    
    
    
    Machinery
    
    MarineFor the six months ended
    
    Vessel
    
    Aircraft
    
    Railcar
    
    Trailer
    
    And Other
    
    ContainerJune 30, 2005
    
    Leasing
    
    Leasing
    
    Leasing
    
    Leasing
    
    Equipment
    
    Leasing
    
    Other1
    
    Total**Revenues**Lease revenue
    
    $
    --
    
    $
    480
    
    $
    692
    
    $
    --
    
    $
    --
    
    $
    (21
    )
    $
    --
    
    $
    1,151Interest income and other income
    
    
    --
    
    
    22
    
    
    13
    
    
    6
    
    
    --
    
    
    --
    
    
    82
    
    
    123Gain on disposition of equipment
    
    
    --
    
    
    1,086
    
    
    8
    
    
    --
    
    
    --
    
    
    257
    
    
    --
    
    
    1,351Total revenues
    
    
    --
    
    
    1,588
    
    
    713
    
    
    6
    
    
    --
    
    
    236
    
    
    82
    
    
    2,625**Expenses**Depreciation and amortization
    
    
    --
    
    
    8
    
    
    693
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    701Operations support
    
    
    --
    
    
    5
    
    
    9
    
    
    --
    
    
    --
    
    
    1
    
    
    --
    
    
    15Management fees to affiliate
    
    
    --
    
    
    19
    
    
    46
    
    
    9
    
    
    --
    
    
    (1
    )
    
    --
    
    
    73Interest expense
    
    
    --
    
    
    --
    
    
    145
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    145General and administrative expenses
    
    
    --
    
    
    34
    
    
    59
    
    
    --
    
    
    --
    
    
    --
    
    
    278
    
    
    371Provision for bad debts
    
    
    --
    
    
    --
    
    
    24
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    24Total expenses
    
    
    --
    
    
    66
    
    
    976
    
    
    9
    
    
    --
    
    
    --
    
    
    278
    
    
    1,329Equity in net income (loss) of equityinvestments
    
    
    715
    
    
    (1,257
    )
    
    (56
    )
    
    --
    
    
    (316
    )
    
    --
    
    
    --
    
    
    (914
    )Net income (loss)
    
    $
    715
    
    $
    265
    
    $
    (319
    )
    $
    (3
    )
    $
    (316
    )
    $
    236
    
    $
    (196
    )
    $
    382Equipment purchases andcapitalized repairs
    
    $
    --
    
    $
    --
    
    $
    1,870
    
    $
    --
    
    $
    --
    
    $
    --
    
    $
    --
    
    $
    1,870Acquisition fees to affiliate
    
    $
    --
    
    $
    --
    
    $
    84
    
    $
    --
    
    $
    --
    
    $
    --
    
    $
    --
    
    $
    84

Marine
    
    
    
    
    
    
    
    MarineFor the six months ended
    
    Vessel
    
    Aircraft
    
    Railcar
    
    Trailer
    
    ContainerJune 30, 2004
    
    Leasing
    
    Leasing
    
    Leasing
    
    Leasing
    
    Leasing
    
    Other1
    
    Total**Revenues**Lease revenue
    
    $
    --
    
    $
    563
    
    $
    1,076
    
    $
    185
    
    $
    47
    
    $
    --
    
    $
    1,871Interest income and other income
    
    
    --
    
    
    30
    
    
    1
    
    
    --
    
    
    --
    
    
    53
    
    
    84Gain on disposition of equipment
    
    
    --
    
    
    374
    
    
    218
    
    
    --
    
    
    146
    
    
    --
    
    
    738Total revenues
    
    
    --
    
    
    967
    
    
    1,295
    
    
    185
    
    
    193
    
    
    53
    
    
    2,693**Expenses**Depreciation and amortization
    
    
    --
    
    
    511
    
    
    723
    
    
    62
    
    
    --
    
    
    4
    
    
    1,300Operations support
    
    
    --
    
    
    75
    
    
    268
    
    
    121
    
    
    1
    
    
    --
    
    
    465Management fees to affiliate
    
    
    --
    
    
    52
    
    
    62
    
    
    7
    
    
    1
    
    
    --
    
    
    122Interest expense
    
    
    --
    
    
    --
    
    
    45
    
    
    --
    
    
    --
    
    
    --
    
    
    45General and administrative expenses
    
    
    3
    
    
    435
    
    
    109
    
    
    11
    
    
    --
    
    
    456
    
    
    1,014(Recovery of) provision for bad debts
    
    
    --
    
    
    (716
    )
    
    3
    
    
    --
    
    
    --
    
    
    --
    
    
    (713
    )Total expenses
    
    
    3
    
    
    357
    
    
    1,210
    
    
    201
    
    
    2
    
    
    460
    
    
    2,233Equity in net income of equityinvestments
    
    
    8
    
    
    54
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    62Net income (loss)
    
    $
    5
    
    $
    664
    
    $
    85
    
    $
    (16
    )
    $
    191
    
    $
    (407
    )
    $
    522Equipment purchases andcapitalized repairs
    
    $
    --
    
    $
    --
    
    $
    12,311
    
    $
    --
    
    $
    --
    
    $
    --
    
    $
    12,311Acquisition fees to affiliate
    
    $
    --
    
    $
    --
    
    $
    554
    
    $
    --
    
    $
    --
    
    $
    --
    
    $
    554

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

Net (loss) income per weighted-average limited partnership unit
was computed by dividing net loss or 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 six months ended June 30, 2005 and 2004
was 8,478,448.




1
    Includes certain interest income and costs not identifiable
      to a particular segment, such as certain amortization and general and
      administrative expenses.**PLM EQUIPMENT GROWTH FUND V**
**(A Limited Partnership)**
**NOTES TO CONDENSED FINANCIAL STATEMENTS**
**(unaudited)**

11. Accounts and Other Receivables

Accounts and other receivables represent balances due from current
or former lessees for unpaid balances incurred from leasing and selling
Partnership owned equipment. The components of accounts and other receivables
were as follows (in thousands of dollars):

June 30,
    
    December 31,2005
    
    2004Trade accounts receivable
    
    $
    243
    
    $
    362Other receivable
    
    
    --
    
    
    937Allowance for doubtful accounts
    
    
    (35
    )
    
    (10
    )$
    208
    
    $
    1,289

At December 31, 2004, the balance in other receivable was due from
a former aircraft lessee for past due lease payments and in settlement for
returning aircraft in a condition not in accordance with the lease agreement.
The other receivable was fully paid during 2005.

12. Other Assets

The components of the other assets, net, were as follows (in
thousands of dollars):

June 30,
    
    December 31,2005
    
    2004Finance lease receivable
    
    $
    125
    
    $
    162Debt placement fee, net
    
    
    113
    
    
    174Lease negotiation fees to affiliate, net
    
    
    99
    
    
    105Prepaid expenses and deposits
    
    
    99
    
    
    52$
    436
    
    $
    493

13. Debt

The Partnership made the regularly scheduled principal payments
totaling $0.1 million to the lender of the non-recourse debt during the six
months ended June 30, 2005.

14. Concentrations of Credit Risk

For the six months ended June 30, 2005, the Partnership’s only
customer that accounted for 10% or more of the total revenues for the owned
equipment and jointly owned equipment was Continental Airlines, Inc. (19% in
2005). In addition, during 2005, Varig South America purchased a commercial
aircraft from the Partnership and the gain from the sale accounted for 12% of
total revenues from owned equipment and jointly owned equipment. No single
Partnership lessee accounted for 10% or more of the total consolidated revenues
for the owned equipment and partially owned equipment during the six months
ended June 30, 2004.
**PLM EQUIPMENT GROWTH FUND V**
**(A Limited Partnership)**
**NOTES TO CONDENSED FINANCIAL STATEMENTS**
**(unaudited)**

14. Concentrations of Credit Risk (continued)

As of June 30, 2005 and December 31, 2004, the Partnership’s
customers that accounted for 10% or more of the total accounts receivable for
the owned equipment and jointly owned equipment was Varig South America ( 42% in
2004) and Stena Bulk LLC (52% in 2005 and 28% in 2004).

As of June 30, 2005 and December 31, 2004, the General Partner
believes the Partnership had no other significant concentrations of credit risk
that could have a material adverse effect on the Partnership.

15. Commitments and Contingencies

The Partnership is involved as plaintiff or defendant in various
legal actions incidental to its business. The General Partner does not believe
that any of these actions will be material to the financial condition or results
of operations of the Partnership.

16. Recent Accounting
Pronouncements****

In March 2004, Financial Accounting Standards Board's (FASB's)
Emerging Issues Task Force (EITF) released Issue No. 03-1, “The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments"
(EITF 03-1).”  EITF 03-1 provides guidance for determining whether
impairment for certain debt and equity investments is other-than-temporary and
the measurement of an impaired loss. Certain disclosure requirements of EITF
03-1 were adopted in 2003 and the Partnership has complied with the new
disclosure requirements in its consolidated financial statements. The
recognition and measurement requirements of EITF 03-1 were initially effective
for reporting periods beginning after June 15, 2004. In September 2004, the FASB
Staff issued FASB Staff Position (FSP) EITF 03-1-1 that delayed the effective
date for certain measurement and recognition guidance contained in EITF
03-1.  The FSP requires that entities continue to apply previously existing
“other-than-temporary” guidance until a final consensus is reached. The General
Partner does not anticipate that issuance of a final consensus will materially
impact the Partnership’s financial condition or results of operations.

In December 2004, FASB issued Statement 153, "Exchanges of
Non-monetary Assets" (Statement 153), an amendment of Accounting Principles
Board Opinion No. 29. Statement 153 is effective for non-monetary asset
exchanges occurring in fiscal periods beginning after June 15, 2005. Statement
153 eliminates the exception to fair value for exchanges of similar productive
assets and replaces it with a general exception for exchange transactions that
do not have commercial substance - that is, transactions that are not expected
to result in significant changes in the cash flows of the reporting
entity.  The General Partner does not believe that the adoption of
Statement 153 will have a significant effect on its financial statements.

17. Subsequent Events

During July 2005, the Partnership repaid the outstanding balance
on the non-recourse debt plus accrued interest in accordance with the lease
agreement.

In the third quarter 2005, Partnership's recourse loan agreement
was amended and the Partnership was removed as a borrower in the facility. At
the time the facility was amended to remove the Partnership as a borrower, the
Partnership had no outstanding balance on this facility. The Partnership
wrote-off debt placement fees related to this loan of $0.1 million in the third
quarter of 2005.

On August 4, 2005, the Partnership and several affiliated entities
(collectively, the  “Sellers”), including PLM Rail Partners (“Rail
Partners”), an entity in which the Partnership has a 23% ownership interest,
entered into an Asset Purchase Agreement (the “Purchase Agreement”). Pursuant to
the Purchase Agreement, the purchaser will acquire the railcar business of the
Sellers, which includes railcars owned and leased by the Sellers as well as
management contracts pursuant to which the Sellers manage the railcars of third
parties. The aggregate purchase price that the purchaser will pay for the
railcar business
**PLM EQUIPMENT GROWTH FUND V**
**(A Limited Partnership)**
**NOTES TO CONDENSED FINANCIAL STATEMENTS**
**(unaudited)**

17. Subsequent Events (continued)

of the Sellers will be $119.8 million, adjusted to reflect the
actual number of railcars and management contracts delivered to the purchaser at
the closing.  The portion of the aggregate purchase price to be received by
the Partnership and Rail Partners will be based on the appraised value of the
railcars delivered by the Partnership and Rail Partners, as determined by an
independent third party appraiser.  The General Partner expects the closing
of the transactions contemplated by the Purchase Agreement to occur within
thirty (30) days. The closing is subject to numerous conditions and there can be
no assurance that the closing will occur in that time frame, if at all. If the
sale is completed, lease revenues and cash flows will decrease significantly.

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 June 30, 2005 and 2004

(A) Owned Equipment Operations

Lease revenues less operations support on owned equipment
decreased during the three months ended June 30, 2005, compared to the same
period of 2004. Gains from the disposition of equipment, interest and other
income, and certain expenses such as management fees to affiliate, depreciation
and amortization, general and administrative expenses, and provision for
(recovery of) bad debts relating to the operating segments (see Note 9 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 operations support by segment (in
thousands of dollars):

For the Three Months
      Ended June 30,2005
    
    2004Railcars
    
    $
    355
    
    $
    460Aircraft
    
    
    239
    
    
    206Marine containers
    
    
    (23
    )
    
    20Trailers
    
    
    --
    
    
    21

Railcars: Railcar lease revenues and operations support were $0.4
million and $(5,000), respectively, for the three months ended June 30, 2005,
compared to $0.6 million and $0.1 million, respectively, during the same period
of 2004. Railcar lease revenues decreased $0.3 million during the three months
ended June 30, 2005 compared to the same period of 2004. A decrease of $0.5
million was due to the transfer of certain of the Partnership's owned railcar
portfolio into an equity investment during 2004. This decrease was partially
offset by an increase of $0.2 million caused by the purchase and lease of
railcars during 2004 and 2005. Railcar operations support decreased $0.1 million
due to the transfer of certain of the Partnership's owned railcar portfolio into
an equity investment during 2004.

Aircraft: Aircraft lease revenues and operations support were
$0.2 million and $1,000, respectively, for the three months ended June 30, 2005,
compared to $0.2 million and $25,000, respectively, during the same period of
2004.

Marine containers: Marine container lease revenues and
operations support were $(22,000) and $1,000, respectively, for the three months
ended June 30, 2005, compared to $20,000 and $-0-, respectively, during the same
period of 2004, respectively. During the second quarter of 2005, lease revenues
decreased $22,000 due to the actual lease revenues being lower than previously
estimated. A similar event did not occur during the same period of 2004. In the
second quarter of 2005, the Partnership sold all of its remaining marine
containers.

Trailers: Trailer lease revenues and operations support were
$-0- and $-0-, respectively, for the three months ended June 30, 2005, compared
to $0.1 million and $0.1 million, respectively, during the same period of 2004.
Trailer lease revenues and operations support decreased due to all of the
Partnership's trailers being placed on a direct finance lease in 2004.

(B) Indirect expenses Related to Owned Equipment
Operations

Total indirect expenses of $0.7 million for the three months ended
June 30, 2005 decreased from $0.8 million for the same period in 2004.
Significant variances are explained as follows:

(i) Depreciation and amortization expenses
decreased $0.4 million from 2004 levels reflecting the decrease of $0.3 million
caused by the transfer of certain of the Partnership's owned railcar portfolio
into an equity investment, a decrease of $0.2 million due to certain assets
becoming fully depreciated at the end of 2004, and a decrease of $31,000 caused
by the Partnership's trailer portfolio being placed in a direct finance lease in
2004. These decreases were partially offset by an increase of $0.2 million
caused by the purchase of railcars during 2005 and 2004;

(ii) General
and administrative expenses decreased $0.2 million during the three months ended
June 30, 2005 compared to the same period 2004. A decrease of $0.1 million
resulted from lower costs being charged to the Partnership for certain
professional services associated with the search for potential equipment
acquisitions and a decrease of $0.1 million was due to lower administrative cost
caused by the sale of aircraft during 2004 and 2005; and

(iii) Recovery of
bad debts decreased $0.5 million in the three months ended June 30, 2005
compared to the same period of 2004. During 2004 recovery of bad debts of $0.5
million was due to the collection of a receivable primarily from one former
aircraft lessee that had been previously reserved for as a bad debt; a similar
event did not occur during 2005.

(C) Gain on Disposition of Owned Equipment

The gain on the disposition of equipment for the three months
ended June 30, 2005 totaled $0.3 million, and resulted from the sale of parts
from a commercial aircraft and marine containers with a net book value of $-0-
for proceeds of $0.3 million. The gain on the disposition of equipment for the
three months ended June 30, 2004 totaled $0.5 million, and resulted from the
sale of parts of a commercial aircraft, marine containers and railcars with a
net book value of $0.4 million for proceeds of $0.9 million.

(D) Equity in Net Loss of Equity Investments

Equity in net (loss) income of equity investments represents the
Partnership's share of the net income or loss generated from the operation of
jointly owned assets accounted for under the equity method of accounting. The
following table presents equity in net income (loss) by equipment type (in
thousands of dollars):

For the Three Months
      Ended June 30,2005
    
    2004Marine vessel
    
    $
    52
    
    $
    (53
    )Machinery and other equipment
    
    
    (159
    )
    
    --Railcars
    
    
    (183
    )
    
    --Aircraft
    
    
    (630
    )
    
    50Equity in net loss of equity investments
    
    $
    (920
    )
    $
    (3
    )

The following equity investment discussion by equipment type is
based on the Partnership's proportional share of revenues, gain on equipment
dispositions, depreciation and amortization expense, operations support,
interest expenses, administrative expenses, and provision for bad debts of the
equity investments:

Marine vessel: As of June 30, 2005 and 2004, the Partnership
had an interest in an entity owning a marine vessel. During the three months
ended June 30, 2005, lease revenues of $1.0 million were partially offset by
depreciation expense, operations support, administrative expenses and provision
for bad debts of $1.0 million. During the three months ended June 30, 2004,
lease revenues of $0.6 million were partially offset by depreciation expense,
operations support and administrative expenses of $0.7 million.

Marine vessel lease revenues increased $0.4 million during the
three months ended June 30, 2005 compared to the same period 2004. An increase
of $0.2 million was due to a higher lease rate being earned on this equipment
compared to the same period of 2004. In addition, the marine vessel earned an
additional $0.2 million in 2005 due to being on hire the full second quarter of
2005 compared to the second quarter 2004 when the marine vessel was off-hire for
approximately 20 days due to being off-lease while undergoing dry docking. A
similar event did not occur in the second quarter of 2005.

Marine vessel operations support and administrative expenses
increased $0.3 million during the three months ended June 30, 2005 compared to
the same period 2004. An increase of $0.2 million was due to higher operating
expenses resulting from the marine vessel being on-lease during all of the
second quarter of 2005 compared to 2004 when the marine vessel was undergoing
scheduled dry docking and off-lease for 20 days. An increase of $0.1 million was
due to increased bad debt expense.

Machinery and other equipment: As of June 30, 2005, the
Partnership owned an interest in an entity that owned machinery and other
equipment that was formed in the fourth quarter of 2004. During the three months
ended June 30, 2005, lease revenues of $0.1 million were offset by depreciation
and amortization expense, operations support, and administrative expenses of
$0.3 million. The Partnership did not have any equity investments that owned
machinery and other equipment in the same period of 2004.

Railcars: As of June 30, 2005, 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 June 30, 2005, lease revenues of $0.4 million and the
gain on the disposition of equipment of $28,000 were offset by depreciation and
amortization expense, operations support, interest expense and administrative
expenses of $0.6 million. The Partnership did not have any equity investments
that owned railcars in the same period of 2004.

Aircraft: As of June 30, 2005, the Partnership owned an interest
in two entities each owning two Boeing 737-500 commercial aircraft that was
formed in the third quarter of 2004 and an interest in an entity owning other
aircraft related assets. As of June 30, 2004, 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. In the first quarter
of 2005, the lessee of the two commercial aircraft on a direct finance lease in
which the Partnership had an interest, exercised its purchase option for these
aircraft.

During the three months ended June 30, 2005, revenues of $0.8
million were offset by depreciation and amortization expense, operations
support, interest expenses and administrative expenses of $1.5 million. During
the same period of 2004, revenues of $10,000 were partially offset by operations
support and administrative expenses of $8,000.

Aircraft revenues increased $0.8 million due to the Partnership's
investment into two entities during the third quarter of 2004 that each own two
Boeing 737-500 commercial aircraft.

Depreciation and amortization expense, operations support,
interest expense and administrative expenses increased $1.5 million during the
three months ended June 30, 2005 resulting from an increase in depreciation and
amortization expense of $1.0 million, an increase in administrative expenses of
$0.1 million caused by the Partnership's investment during the third quarter of
2004 into two entities each owning two Boeing 737-500 commercial aircraft and an
increase of $0.4 million in interest expense from the non-recourse debt
financing of two Boeing 737-500 commercial aircraft in each of the entities the
Partnership invested in during the third quarter of 2004. Equity investments
during the same period of 2004 did not have any debt or interest expense.

(E)  Net (Loss) Income

As a result of the foregoing, the Partnership’s net loss for the
three months ended June 30, 2005 was $0.7 million, compared to net income of
$0.4 million during the same period in 2004. The Partnership’s ability to
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 June 30, 2005 is not necessarily
indicative of future periods.
Comparison of the Partnership’s Operating Results for the Six
Months Ended June 30, 2005 and 2004

(A) Owned Equipment Operations

Lease revenues less operations support on owned equipment
decreased during the six months ended June 30, 2004, compared to the same period
of 2003. The following table presents lease revenues less operating support by
segment (in thousands of dollars):

For the Six Months
      Ended June 30,2005
    
    2004Railcars
    
    $
    683
    
    $
    808Aircraft
    
    
    475
    
    
    488Marine containers
    
    
    (22
    )
    
    46Trailers
    
    
    --
    
    
    64

Railcars: Railcar lease revenues and operations support were $0.7
million and $9,000, respectively, for the six months ended June 30, 2005,
compared to $1.1 million and $0.3 million, respectively, during the same period
of 2004. Railcar lease revenues decreased $0.4 million during the six months
ended June 30, 2005 compared to the same period of 2004. A decrease of $0.8
million was due to the transfer of certain of the Partnership's owned railcar
portfolio into an equity investment during 2004. This decrease was partially
offset by an increase of $0.5 million caused by the purchase and lease of
railcars during 2004 and 2005. Railcar operations support decreased $0.3 million
due to the transfer of certain of the Partnership's owned railcar portfolio into
an equity investment during 2004.

Aircraft: Aircraft lease revenues and operations support were
$0.5 million and $5,000, respectively, for the six months ended June 30, 2005,
compared to $0.6 million and $0.1 million, respectively, during the same period
of 2004. A decrease in aircraft lease revenues of $0.1 million was due to the
sale of owned aircraft during the first quarter of 2005 that was on-lease during
the six months ended June 30, 2004. A decrease in aircraft operations support of
$0.1 million was due a lower repair expense of $31,000 and lower insurance
expense of $39,000 due to aircraft sales during 2004 and 2005.

Marine containers: Marine container lease revenues and
operations support were $(21,000) and $1,000, respectively, for the six months
ended June 30, 2005, compared to $47,000 and $1,000, respectively, during the
same period of 2004, respectively. During the six months ended June 30, 2005,
lease revenues decreased $21,000 due to the actual lease revenues being lower
than previously estimated. A similar event did not occur during the same period
of 2004. In the second quarter of 2005, the Partnership sold all of its
remaining marine containers.

Trailers: Trailer lease revenues and operations support were
$-0- and $-0-, respectively, for the six months ended June 30, 2005, compared to
$0.2 million and $0.1 million, respectively, during the same period of 2004.
Trailer lease revenues and operations support decreased due to all of the
Partnership's trailers being placed on a direct finance lease in 2004.

(B) Indirect expenses Related to Owned Equipment
Operations

Total indirect expenses of $1.3 million for the six months ended
June 30, 2005 decreased from $1.8 million for the same period in 2004.
Significant variances are explained as follows:

(i) General
and administrative expenses decreased $0.6 million during the six months ended
June 30, 2005 compared to the same period 2004. A decrease of $0.4 million was
due to lower administrative cost resulting from the sale of aircraft during 2004
and 2005 and a decrease of $0.2 million resulted from lower costs being charged
to the Partnership for certain professional services associated with the search
for potential equipment acquisitions;

(ii) Depreciation and amortization
expenses decreased $0.6 million from 2004 levels reflecting the decrease of $0.5
million caused by the transfer of certain of the Partnership's owned railcar
portfolio into an equity investment, a decrease of $0.5 million due to certain
assets becoming fully depreciated at the end of 2004, and a decrease of $0.1
million caused by the Partnership's trailer portfolio being placed in a direct
finance lease in 2004. These decreases were partially offset by an increase of
$0.5 million caused by the purchase of railcars during 2004 and 2005;

(iii) Recovery
of bad debts decreased $0.7 million in the first six months of 2005 compared to
the same period of 2004. During 2004 recovery of bad debts of $0.7 million was
due to the collection of an receivable primarily from one former aircraft lessee
that had been previously reserved for as a bad debt. A similar event did not
occur during 2005; and

(iv) Interest
expense increased $0.1 million due to the amortization of debt placement fees
from the debt facility the Partnership entered into during the third quarter of
2004.

(C) Gain on Disposition of Owned Equipment

The gain on the disposition of equipment for the six months ended
June 30, 2005 totaled $1.4 million, and resulted from the sale of parts from a
commercial aircraft, a commercial aircraft, marine containers and railcars with
a net book value of $0.1 million for proceeds of $1.0 million and the reversal
of $0.5 million of unused engine reserves related to the sold commercial
aircraft. The gain on the disposition of equipment for the six months ended June
30, 2004 totaled $0.7 million, and resulted from the sale of parts from a
commercial aircraft, marine containers and railcars with a net book value of
$0.8 million for proceeds of $1.6 million.

(D) Equity in Net (Loss) Income of Equity Investments

Equity in net (loss) income of equity investments represents the
Partnership's share of the net loss or income generated from the operation of
jointly owned assets 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 Six Months
      Ended June 30,2005
    
    2004Marine vessel
    
    $
    715
    
    $
    8Railcars
    
    
    (56
    )
    
    --Machinery and other equipment
    
    
    (316
    )
    
    --Aircraft
    
    
    (1,257
    )
    
    54Equity in net (loss) income of equity investments
    
    $
    (914
    )
    $
    62

The following equity investment discussion by equipment type is
based on the Partnership's proportional share of revenues, gain on equipment
dispositions, depreciation and amortization expense, operations support,
interest expenses, administrative expenses and provision for bad debts of the
equity investments:

Marine vessel: As of June 30, 2005 and 2004, the Partnership
had an interest in an entity owning a marine vessel. During the six months ended
June 30, 2005, lease revenues of $2.5 million were partially offset by
depreciation expense, operations support, administrative expenses and provision
for bad debts of $1.8 million. During the six months ended June 30, 2004, lease
revenues of $1.3 million were partially offset by depreciation expense,
operations support and administrative expenses of $1.3 million.

Marine vessel lease revenues increased $1.2 million during the six
months ended June 30, 2005 compared to the same period 2004. An increase of $1.0
million was due to a higher lease rate being earned in 2005 compared to the same
period of 2004. In addition, the marine vessel earned an additional $0.3 million
due to being on-hire the full six months of 2005 compared to the same period of
2004 when the marine vessel was off-hire approximately 30 days due to being
off-lease while undergoing dry docking. A similar event did not occur in the
first six months of 2005.

Marine vessel operations support and administrative expenses
increased $0.5 million during the six months ended June 30, 2005 compared to the
same period 2004. An increase of $0.2 million was due to higher operating
expenses during the six months ended June 30, 2005 and an additional increase of
expenses of $0.2 million resulting from the marine vessel being on-lease during
all of the first six months of 2005 compared to 2004 when the marine vessel was
undergoing scheduled dry docking and off-lease for 30 days. An increase of $0.1
million was due to increased bad debt expense.

Railcars: As of June 30, 2005, 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 six months ended June 30, 2005, lease revenues of $0.8 million and the gain
on the disposition of equipment of $0.1 million were offset by depreciation and
amortization expense, operations support, interest expense and administrative
expenses of $1.0 million. The Partnership did not have any equity investments
that owned railcars in the same period of 2004.

Machinery and other equipment: As of June 30, 2005, the
Partnership owned an interest in an entity that owned machinery and other
equipment that was formed in the fourth quarter of 2004. During the six months
ended June 30, 2005, lease revenues of $0.2 million were offset by depreciation
expense, operations support, and administrative expenses of $0.5 million. The
Partnership did not have any equity investments that owned machinery and other
equipment in the same period of 2004.

Aircraft: As of June 30, 2005, the Partnership owned an interest
in two entities each owning two Boeing 737-500 commercial aircraft that was
formed in the third quarter of 2004 and an interest in an entity owning other
aircraft related assets. As of June 30, 2004, 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. In the first quarter
of 2005, the lessee of the two commercial aircraft on a direct finance lease in
which the Partnership had an interest, exercised its purchase option for these
aircraft. The aircraft were sold for their net book value.

During the six months ended June 30, 2005, revenues of $1.7
million were offset by depreciation expense, operations support, interest
expenses and administrative expenses of $3.0 million. During the same period of
2004, revenues of $22,000 were partially offset by operations support and
administrative expenses of $17,000.

Aircraft revenues increased $1.6 million due to the Partnership's
investment into two entities during the third quarter of 2004 that each own two
Boeing 737-500 commercial aircraft.

Depreciation and amortization expense, operations support,
interest expense and administrative expenses increased $3.0 million during the
six months ended June 30, 2005 resulting from an increase in depreciation and
amortization expense of $2.0 million, an increase in administrative expenses of
$0.1 million caused by the Partnership's investment during the third quarter of
2004 into two entities each owning two Boeing 737-500 commercial aircraft and an
increase of $0.8 million in interest expense from the non-recourse debt
financing of two Boeing 737-500 commercial aircraft in each of the entities the
Partnership invested in during the third quarter of 2004. Equity investments
during the same period of 2004 did not have any debt or interest expense.

(E)  Net Income

As a result of the foregoing, the Partnership’s net income for the
six months ended June 30, 2005 was $0.4 million, compared to net income of $0.5
million during the same period in 2004. The Partnership’s ability to 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 six
months ended June 30, 2005 is not necessarily indicative of future periods.

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

At June 30, 2005, the Partnership had unrestricted cash of $4.5
million.

For the six months ended June 30, 2005, the Partnership generated
cash from operations of $2.7 million to meet its operating obligations, pay debt
and interest, maintain working capital reserves and make cash distributions of
$4.2 million ($0.50 per limited partnership unit) to the limited partners and
$0.2 million to PLM Financial Services, Inc. (FSI or the General Partner).

During the six months ended June 30, 2005, the Partnership
purchased railcars for $1.9 million and paid FSI or its affiliates $0.1 million
for acquisition fees and $19,000 for lease negotiation fees. During the six
months ended June 30, 2005, the Partnership disposed of owned equipment and
received aggregate proceeds of $1.0 million, and reversed $0.5 million of unused
engine reserves which is included in the gain on disposal of equipment. The
Partnership's share of disposal proceeds from railcars owned by the entity in
which the Partnership has an investment during the six months ended June 30,
2005 was $0.1 million. The proceeds from these railcar disposals will be used to
pay down outstanding debt in 2005.

Restricted cash decreased $1.6 million resulting from cash being
released from the escrow account to fund the purchase of railcars.

Accounts and other receivable decreased $1.1 million in the six
months ended June 30, 2005 due to decreases caused by the collection of $0.9
million in other receivable and the timing of cash receipts of $0.1
million.

Equity investments in affiliated entities decreased $2.2 million
during the six months ended June 30, 2005 due to cash distributions of $1.3
million from the equity investments to the Partnership and by the loss of $0.9
million that was recorded by the Partnership for its interests in the equity
investments.

Accounts payable decreased $0.1 million during the six months
ended June 30, 2005 due to the timing of payments to vendors.

During the six months ended June 30, 2005, the Partnership made
the regularly scheduled principal payments of $0.1 million to the lender of the
non-recourse debt. The balance of the non-recourse note was paid in the third
quarter of 2005.

Reserve for repairs decreased $0.5 million due to the sale of a
commercial aircraft and the unused engine reserves for this aircraft totaling
$0.5 million being reversed and included as additional gain on
disposition.

Lessees deposits decreased $0.2 million during the six months
ended June 30, 2005 due to the security deposit from an aircraft lessee being
offset against other receivables.

Commitment and contingencies as of June 30, 2005 are as follows
(in thousands of dollars):

Partnership Obligations:
    
    Total
    
    Less than
      1 Year
    
    1 -3
      YearsNon-recourse debt
    
    $
    605
    
    $
    605
    
    $
    -

(III) RECENT ACCOUNTING PRONOUNCEMENTS

In March 2004, Financial Accounting Standards Board's (FASB's)
Emerging Issues Task Force (EITF) released Issue No. 03-1, “The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments"
(EITF 03-1).”  EITF 03-1 provides guidance for determining whether
impairment for certain debt and equity investments is other-than-temporary and
the measurement of an impaired loss. Certain disclosure requirements of EITF
03-1 were adopted in 2003 and the Partnership has complied with the new
disclosure requirements in its consolidated financial statements. The
recognition and measurement requirements of EITF 03-1 were initially effective
for reporting periods beginning after June 15, 2004. In September 2004, the FASB
Staff issued FASB Staff Position (FSP) EITF 03-1-1 that delayed the effective
date for certain measurement and recognition guidance contained in EITF
03-1.  The FSP requires that entities continue to apply previously existing
“other-than-temporary” guidance until a final consensus is reached. The General
Partner does not anticipate that issuance of a final consensus will materially
impact the Partnership’s financial condition or results of operations.

In December 2004, FASB issued Statement 153, "Exchanges of
Non-monetary Assets" (Statement 153), an amendment of Accounting Principles
Board Opinion No. 29. Statement 153 is effective for non-monetary asset
exchanges occurring in fiscal periods beginning after June 15, 2005. Statement
153 eliminates the exception to fair value for exchanges of similar productive
assets and replaces it with a general exception for exchange transactions that
do not have commercial substance - that is, transactions that are not expected
to result in significant changes in the cash flows of the reporting
entity.  The General Partner does not believe that the adoption of
Statement 153 will have a significant effect on its financial statements.

(IV) OUTLOOK FOR THE FUTURE

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

The ability of the Partnership to realize acceptable lease rates
on its equipment in the different equipment markets is contingent upon 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 continuously monitors both the equipment markets and the
performance of the Partnership's equipment in these markets. The General Partner
may make an evaluation to reduce the Partnership's exposure to those equipment
markets in which it determines that it cannot operate equipment and achieve
acceptable rates of return.

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

The Partnership may not reinvest cash flows generated from
operations after January 1, 2005 into additional equipment. The Partnership will
terminate on December 31, 2010, unless terminated earlier upon sale of all
equipment and by certain other events. Although the Partnership is scheduled to
terminate on December 31, 2010, the General Partner is managing the Partnership
with the objective of having all owned and partially owned equipment disposed of
by December 31, 2006.

Factors affecting the Partnership’s operations in the remainder of
2005 and beyond include:

(1) While freight growth for railcars has showed some signs
of slowing in the last quarter, utilization remains high, above 90%. Overall
railcar loadings are now forecast to grow approximately 4% in 2005, down
slightly from the previous forecast but still strong. Railcar manufacturers have
full production schedules until the mid-2006 for tank railcars similar to the
tank railcars that the Partnership owns and the tank railcars in PLM Rail
Partners, LLC (Rail Partners) in which the Partnership has an equity
interest.

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 higher rate in the second half of 2005 as chemical business is in
an upturn. Chemical carloadings may exceed a 3% growth in 2005 but are projected
to grow at a slower rate in 2006. 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.

Offsetting the generally favorable outlook is the continuation of
high steel prices with the resulting increases in the price of new tank railcars
and related lease rates. 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.

In August 2005, the Partnership and Rail Partners agreed to sell
their railcars. The General Partner expects this transaction to close within 30
days. If the sale is completed, lease revenues and cash flows from operations
are expected to decrease significantly;

(2) The Partnership has an investment in a double-hull
product tanker constructed in 1985, which operates in international markets
carrying a variety of clean product/chemical liquid cargoes. Demand
for product / chemical 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 voyage 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 Partnership’s product tanker has continued to operate with
very minimum idle time between charters.  Freight rates for marine vessels
continued to remain strong due to the demand for sea transportation resulting
from improving economies worldwide. The demand is expected to continue until
additional new tonnage starts coming on line in late 2005 through 2006. Demand
for refined products worldwide and home heating oil on United States due to cold
weather on the East Coast helped to keep the charter rates up at or near 2004
highs during the first half of 2005. Going forward, rates are expected to begin
to show signs of decreasing during the summer months of 2005, as high gasoline
prices are expected to slow down demand. The marine vessel in which the
Partnership owns an interest is not scheduled to undergo major maintenance until
September 2006.

The marine vessel owned by an entity in which the Partnership has
an interest is 20 plus years old which may limit its future marketability. 
Marine vessels of this age typically earn a lower charter rate than newer more
efficient marine vessels and may have increased off-hire time;

(3) 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 the commercial aviation industry
is recovering from several years of reduced travel; however, the General Partner
views the recovery with caution as major increases in the cost of fuel has added
another factor to further weakening yields. The General Partner believes that
stabilization of fuel prices will be critical for the recovery in the airline
industry to continue.

The General Partner also believes that there is a significant
oversupply of commercial aircraft available that has caused a decrease in
aircraft fair market values.

In the first quarter of 2005, the lessee of the two aircraft on
direct finance lease in which the Partnership owned an interest, exercised its
purchase option on these aircraft. Accordingly, revenues from these aircraft
will decrease in 2005.

In the first quarter of 2005, the Partnership sold its remaining
Boeing 737-200 which will result in further decreases in lease revenues in
2005.

The Partnership owns a DHC-8-102 commuter aircraft which is on
consignment to a vendor who will part-out the aircraft. Due to the poor market
demand for parts from this aircraft, it may take a considerable period of time
to complete the sale of this aircraft. The Partnership also owns a DHC-8-300
that is on a lease that is scheduled to expire during 2008;

(4) The Partnership is expected to have increased general and
administrative costs as the General Partner liquidates other investments
programs that currently share certain general and administrative expenses;

(5) While the Partnership is scheduled to terminate on
December 31, 2010, the General Partner is managing the Partnership with the
objective of having all owned and partially owned equipment disposed of by
December 31, 2006;

(6) The timing and amount of future cash distributions to the
limited partners and the General Partner will be based on the cash position of
the Partnership and operational requirements. The General Partner does not
expect to make a cash distribution until at least the fourth quarter of 2005;
and

(7) Beginning in 2006, in order to prevent the Partnership
from being considered publicly traded and to avoid taxation of the Partnership
as an association treated as a corporation under the Internal Revenue Code, the
General Partner is limiting the number of limited partnership units to be traded
to 2% per year of the total outstanding units.

Several other factors may affect the Partnership's operating
performance in the year 2005 and beyond, including changes in the markets for
the Partnership's equipment and changes in the regulatory environment in which
that equipment operates.

The General Partner may elect to sell certain underperforming
equipment, equipment whose continued operation may become prohibitively
expensive, or has a greater strategic value to others. The General Partner
intends to re-lease or sell equipment at prevailing market rates; however, the
General Partner cannot predict these future rates with any certainty at this
time and cannot accurately assess the effect of such activity on future
Partnership performance. The proceeds from the sold or liquidated equipment will
be used to fund operations, make principal and interest payments on outstanding
debt and make cash distributions to the partners.

Cash flow and disposition proceeds generated from operations after
January 1, 2005 cannot be used to purchase additional equipment. The Partnership
will terminate on December 31, 2010, unless terminated earlier upon sale of all
equipment or by certain other events.

Cash distributions when paid to the limited 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.
8(V) 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 controls 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

10.1
    Amended and Restated Loan and Security Agreement by and
      between MILPI Holdings LLC and LaSalle National Bank Association dated
      July 15, 2005.

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

None.




















(This space intentionally left blank)



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: August 10,
2005             By: /s/
Richard K Brock
Richard K
Brock
Chief Financial Officer