UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------
                                    FORM 10-Q




[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 1999


[ ]  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 0-19203
                             -----------------------



                           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.)

            ONE MARKET, STEUART STREET TOWER
              SUITE 800, SAN FRANCISCO, CA          94105-1301
                  (Address of principal             (Zip code)
                   executive offices)


       Registrant's telephone number, including area code: (415) 974-1399
                             -----------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. Yes X No ____








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



                                                                              September 30,        December 31,
                                                                                1999                  1998
                                                                             ----------------------------------
  ASSETS

  <S>                                                                         <C>                  <C>
  Equipment held for operating lease, at cost                                $  108,878           $  109,515
  Less accumulated depreciation                                                 (73,917)             (68,711)
                                                                             -----------------------------------
    Net equipment                                                                34,961               40,804

  Cash and cash equivalents                                                       1,786                1,774
  Restricted cash                                                                   217                  108
  Accounts receivable, net of allowance for doubtful
      accounts of $104 in 1999 and $77 in 1998                                    2,477                3,188
  Investments in unconsolidated special-purpose entities                         11,803               15,144
  Deferred charges, net of accumulated amortization of
      $1,114 in 1999 and $1,038 in 1998                                             126                  277
  Prepaid expenses and other assets                                                   7                   81
                                                                             -----------------------------------

        Total assets                                                         $   51,377           $   61,376
                                                                             ===================================

  LIABILITIES AND PARTNERS' CAPITAL

  Liabilities:

  Accounts payable and accrued expenses                                      $      455           $      593
  Due to affiliates                                                                 350                  339
  Lessee deposits and reserve for repairs                                         2,408                2,450
  Note payable                                                                   17,420               23,588
                                                                             -----------------------------------
      Total liabilities                                                          20,633               26,970
                                                                             -----------------------------------

  Partners' capital:

  Limited partners (9,067,911 limited partnership units as of
      September 30, 1999 and 9,081,028 as of December 31, 1998)                  30,744               34,406
  General Partner                                                                    --                   --
                                                                             -----------------------------------
      Total partners' capital                                                    30,744               34,406
                                                                             -----------------------------------

        Total liabilities and partners' capital                              $   51,377           $   61,376
                                                                             ===================================

</TABLE>











                 See accompanying notes to financial statements.



<PAGE>






                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                            STATEMENTS OF OPERATIONS
         (in thousands of dollars, except weighted-average unit amounts)
<TABLE>
<CAPTION>


                                                       For the Three Months               For the Nine Months
                                                       Ended September 30,                Ended September 30,
                                                         1999         1998               1999           1998
                                                    --------------------------------------------------------------
  REVENUES

  <S>                                               <C>            <C>                <C>            <C>
  Lease revenue                                     $   5,102      $   5,464          $ 15,297       $  17,227
  Interest and other income                                39             50               138             311
  Net gain on disposition of equipment                     67            162               173             655
                                                    --------------------------------------------------------------
      Total revenues                                $   5,208      $   5,676          $ 15,608       $  18,193
                                                    --------------------------------------------------------------

  Expenses

  Depreciation and amortization                         2,320          2,856             6,879           8,376
  Repairs and maintenance                                 399            564             1,280           1,339
  Equipment operating expenses                            916            489             2,255           3,160
  Insurance expense to affiliate                           --              7                --             (49)
  Other insurance expense                                 269             93               483             171
  Management fees to affiliate                            267            274               773             848
  Interest expense                                        311            480               992           1,526
  General and administrative expenses
        to affiliates                                     204            213               658             684
  Other general and administrative expenses               163            135               453             429
  Provision for bad debts                                  23             14                47              46
                                                    --------------------------------------------------------------
      Total expenses                                   4,872           5,125            13,820          16,530
                                                    --------------------------------------------------------------

  Equity in net income (loss) of unconsolidated
        special-purpose entities                         (536)            98               866             403
                                                    --------------------------------------------------------------

  Net income (loss)                                 $    (200)     $     649          $  2,654       $   2,066
                                                    ==============================================================

  Partners' share of net income (loss):

  Limited partners                                  $    (319)     $     458          $  2,295       $   1,492
  General Partner                                         119            191               359             574
                                                    --------------------------------------------------------------

  Total                                             $    (200)     $     649          $  2,654       $   2,066
                                                    ==============================================================

  Net income (loss) per weighted-average
        limited partnership unit                    $   (0.04)     $    0.05          $   0.25       $    0.16
                                                    ==============================================================

  Cash distribution                                 $   2,386      $   3,824          $  6,231       $  11,474
                                                    ==============================================================

  Cash distribution per weighted-average
        limited partnership unit                    $    0.25      $    0.40          $   0.65       $    1.20
                                                    ==============================================================

</TABLE>







                 See accompanying notes to financial statements.

                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                 STATEMENTS OF CHANGES IN PARTNERS' CAPITAL For
             the period from December 31, 1997 to September 30, 1999
                            (in thousands of dollars)

<TABLE>
<CAPTION>


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

  <S>                                                      <C>                   <C>                 <C>
    Partners' capital as of December 31, 1997              $   44,086            $    --             $   44,086

  Net income                                                    1,796                574                  2,370

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

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

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

  Net income                                                    2,295                359                  2,654

  Purchase of limited partnership units                           (85)                --                    (85)

  Cash distribution                                            (5,872)              (359)                (6,231)
                                                           -------------------------------------------------------

    Partners' capital as of September 30, 1999             $   30,744            $    --             $   30,744
                                                           =======================================================
</TABLE>





























                 See accompanying notes to financial statements.



<PAGE>




                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                            STATEMENTS OF CASH FLOWS
                            (in thousands of dollars)
                               For the Nine Months
                               Ended September 30,
<TABLE>
<CAPTION>

                                                                                   1999          1998
                                                                               ----------------------------
  OPERATING ACTIVITIES

<S>                                                                                 <C>       <C>
 Net income                                                                     $   2,654     $   2,066
 Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
   Depreciation and amortization                                                    6,879         8,376
   Net gain on disposition of equipment                                              (173)         (655)
   Equity in net income from unconsolidated
       special-purpose entities                                                      (866)         (403)
   Changes in operating assets and liabilities, net:
     Restricted cash                                                                 (109)            3
     Accounts receivable, net                                                         732           779
     Prepaid expenses and other assets                                                 74           104
     Accounts payable and accrued expenses                                           (138)       (1,252)
     Due to affiliates                                                                 11          (144)
     Lessee deposits and reserve for repairs                                          (42)          160
                                                                                --------------------------
        Net cash provided by operating activities                                    9,022        9,034
                                                                                ---------------------------

 Investing activities

 Payments for purchase of equipment and capitalized improvements                   (1,255)      (8,285)
 Payments of acquisition fees to affiliate                                            (56)        (414)
 Payments of lease negotiation fees to affiliate                                      (13)         (92)
 Distribution from liquidation of unconsolidated special-purpose entity             3,548         3,724
 Distributions from unconsolidated special-purpose entities                           659         3,899
 Proceeds from disposition of equipment                                               591         1,865
                                                                                ---------------------------
       Net cash provided by investing activities                                    3,474           697
                                                                                ---------------------------

 Financing activities

 Payments of note payable                                                          (6,168)       (6,447)
 Proceeds from short-term note payable                                                 --         1,600
 Payments of short-term note payable                                                   --        (1,600)
 Proceeds from short-term note payable to affiliate                                 1,400            --
 Payment of short-term note payable to affiliate                                   (1,400)           --
 Cash received from affiliates                                                         --           198
 Cash distribution paid to limited partners                                        (5,872)      (10,900)
 Cash distribution paid to General Partner                                           (359)         (574)
 Purchase of limited partnership units                                                (85)          (42)
                                                                                ---------------------------
       Net cash used in financing activities                                      (12,484)      (17,765)
                                                                                --------------------------

 Net increase (decrease) in cash and cash equivalents                                  12        (8,034)
 Cash and cash equivalents at beginning of period                                   1,774         9,884
                                                                                ---------------------------
 Cash and cash equivalents at end of period                                     $   1,786     $   1,850
                                                                                ===========================

 Supplemental information
 Interest paid                                                                  $   1,047     $   1,595
                                                                                ===========================
</TABLE>


                 See accompanying notes to financial statements.


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1999

1.   Opinion of Management

In the opinion of the  management  of PLM Financial  Services,  Inc. (FSI or the
General Partner),  the accompanying  unaudited financial  statements contain all
adjustments  necessary,  consisting  primarily of normal recurring accruals,  to
present  fairly the  financial  position  of PLM  Equipment  Growth  Fund V (the
Partnership)  as of September 30, 1999 and December 31, 1998,  the statements of
operations for the three and nine months ended  September 30, 1999 and 1998, the
statements of changes in partners' capital for the period from December 31, 1997
to September  30,  1999,  and the  statements  of cash flows for the nine months
ended  September 30, 1999 and 1998.  Certain  information  and note  disclosures
normally included in financial  statements prepared in accordance with generally
accepted  accounting   principles  have  been  condensed  or  omitted  from  the
accompanying financial statements. For further information,  reference should be
made to the financial statements and notes thereto included in the Partnership's
Annual Report on Form 10-K for the year ended  December 31, 1998, on file at the
Securities and Exchange Commission.

2.   Schedule of Partnership Phases

Beginning in the  Partnership's  seventh year of operations,  which commenced on
January 1, 1999, the General Partner stopped  reinvesting  excess cash.  Surplus
cash, less reasonable reserves,  will be distributed to the partners.  Beginning
in the Partnership's  ninth year of operations which begins January 1, 2001, the
General  Partner  intends to begin an orderly  liquidation of the  Partnership's
assets.  The  Partnership  will be  terminated  by  December  31,  2010,  unless
terminated earlier upon the sale of all equipment or by certain other events.

3.   Purchase of Limited Partnership Units

In 1998,  the  Partnership  agreed  to  purchase  approximately  18,100  limited
partnership units in 1999 for an aggregate purchase price of up to $0.1 million.
During the nine months ended  September 30, 1999, the  Partnership had purchased
13,117  limited  partnership  units for $0.1  million.  The General  Partner may
purchase additional units in the future.

4.   Cash Distributions

Cash  distributions  are recorded when paid and may include amounts in excess of
net income that are  considered to represent a return of capital.  For the three
months  ended  September  30, 1999 and 1998,  cash  distributions  totaled  $2.4
million and $3.8 million,  respectively. For the nine months ended September 30,
1999 and 1998,  cash  distributions  totaled  $6.2  million  and $11.5  million,
respectively.  Cash  distributions  to the limited  partners of $3.6 million and
$9.4  million  for  the  nine  months  ended   September   30,  1999  and  1998,
respectively, were deemed to be a return of capital.

Cash distributions related to the results from the third quarter of 1999 of $1.7
million, will be paid during the third quarter of 1999.

5.   Transactions with General Partner and Affiliates

The balance due to affiliates as of September 30, 1999 included $0.2 million due
to FSI and its affiliates for management fees and $0.1 million due to affiliated
unconsolidated  special-purpose  entities (USPEs). The balance due to affiliates
as of December 31, 1998 included $0.2 million due to FSI and its  affiliates for
management fees and $0.1 million due to an affiliated USPE.

The Partnership's  proportional share of USPE-affiliated management fees of $0.1
million was payable as of September 30, 1999 and December 31, 1998.


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1999

5.   Transactions with General Partner and Affiliates (continued)

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

                                                       For the Three Months               For the Nine Months
                                                       Ended September 30,                Ended September 30,
                                                       1999           1998               1999           1998
                                                    --------------------------------------------------------------

  <S>                                               <C>                   <C>         <C>                  <C>
  Management fees                                   $      57             90          $    197             276
  Data processing and administrative
     expenses                                              14      $      20                52        $     69
  Insurance expense                                        --              5                --              11
</TABLE>


The Partnership paid FSI $0.1 million and $0.5 million for equipment acquisition
and lease  negotiation  fees during the nine months ended September 30, 1999 and
1998, respectively.

6.   Equipment

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

                                                September 30,       December 31,
                                                   1999                1998
                                               ---------------------------------

  Aircraft                                     $   52,402          $   51,090
  Marine vessels                                   25,890              25,890
  Railcars                                         11,348              11,383
  Marine containers                                 9,991              11,842
  Trailers                                          9,247               9,310
                                               -----------         -----------
                                                  108,878             109,515
  Less accumulated depreciation                   (73,917)            (68,711)
                                               -----------         -----------
      Net equipment                            $   34,961          $   40,804
                                               ============         ===========

As of September 30, 1999, all owned equipment in the Partnership's portfolio was
either  on  lease or  operating  in  PLM-affiliated  short-term  trailer  rental
facilities  except for 8 railcars with a net book value of $0.1  million.  As of
December 31, 1998, all owned equipment in the Partnership's portfolio was either
on lease or operating in  PLM-affiliated  short-term  trailer rental  facilities
except for 10 railcars with a net book value of $0.1 million.

During the nine months ended  September 30, 1999,  the  Partnership  disposed of
marine  containers,  railcars,  and trailers with an aggregate net book value of
$0.4 million, for $0.6 million. During the nine months ended September 30, 1998,
the Partnership  disposed of marine containers,  railcars,  and trailers with an
aggregate net book value of $1.2 million, for $1.9 million.

During the nine months ended  September 30, 1999,  the  Partnership  purchased a
hush-kit for one of the  Partnership's  Boeing 737-200  commercial  aircraft for
$1.3  million,  including  acquisition  fees of $0.1 million paid to FSI for the
purchase of this equipment. The Partnership was required to install the hush-kit
per the Partnership's lease agreement.


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1999

7.   Investments in Unconsolidated Special-Purpose Entities

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


                                                                                  September 30         December 31,
                                                                                       1999                1998
                                                                                 ----------------------------------
       <S>                                                                       <C>                 <C>
       48% interest in an entity owning a product tanker                         $     6,104         $     6,890
       25% interest in a trust owning two DC-9 Stage III commercial
                 aircraft on direct finance lease                                      2,490               2,771
       50% interest in an entity owning a bulk carrier                                 1,835               1,872
       50% interest in an entity owning a product tanker                               1,374               1,552
       17% interest in two trusts that owned three commercial aircraft,
                 two aircraft engines, and a portfolio of aircraft rotables               --               2,059
     ----------------------------------------------------------------------------------------        ------------
         Net investments                                                         $    11,803         $    15,144
                                                                                 ============        ============
</TABLE>

As of September 30, 1999 and December 31, 1998, all  jointly-owned  equipment in
the Partnership's USPE portfolio was on lease.

During the nine months ended  September 30, 1999,  the General  Partner sold the
Partnership's  17%  interest  in two trusts  that owned a total of three  Boeing
737-200A  Stage II commercial  aircraft,  two stage II aircraft  engines,  and a
portfolio of aircraft rotables.  The Partnership's interest in these trusts were
sold for proceeds of $3.5 million for its net investment of $2.0 million.

In September 1999, the General Partner amended the  corporate-by-laws of all the
Partnership's  and any  affiliated  program's  investments in USPE's that own an
interest  greater  than 50%.  The  amendment  to the by-laws  provides  that all
decisions regarding the acquisition and disposition of the investment as well as
other significant  business decisions of that investment would be permitted only
upon unanimous  consent of the Partnership and all the affiliated  programs that
have an ownership in the investment regardless of the percentage of ownership.

8.   Operating Segments

The Partnership  operates in five primary operating segments:  aircraft leasing,
marine vessel leasing,  railcar leasing,  marine container leasing,  and trailer
leasing.  Each  equipment  leasing  segment  engages in  short-term  to mid-term
operating leases to a variety of customers.







                      (This space intentionally left blank)


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1999

8.   Operating Segments (continued)

The following  tables present a summary of the operating  segments for the three
and nine months ended September 30, 1999 and 1998 (in thousands of dollars):
<TABLE>
<CAPTION>

                                                      Marine               Marine
     For the Three Months Ended            Aircraft   Vessel    Railcar   Container  Trailer   All
           September 30, 1999              Leasing   Leasing    Leasing   Leasing    Leasing   Other<F1>1  Total
     ----------------------------------    --------- ---------  --------- ---------  --------- ---------  -----------

     REVENUES
       <S>                                 <C>       <C>        <C>       <C>        <C>       <C>        <C>
       Lease revenue                       $  2,094  $  1,570   $    613  $    130   $    695  $     --   $  5,102
       Interest income and other                  7         4         --         8         --        20         39
       Gain on disposition of equipment          --        --         18        49         --        --         67
                                           ------------------------------------------------------------------------
         Total revenues                       2,101     1,574        631       187        695        20      5,208

     COSTS AND EXPENSES
       Operations support                        17     1,205        100         1        247        14      1,584
       Depreciation and amortization          1,339       466        153       154        167        41      2,320
       Interest expense                          --        --         --        --         --       311        311
       Management fees to affiliate              96        79         44         7         41        --        267
       General and administrative expenses       12        10         11        --        146       188        367
       Provision for bad debts                   --        --         19        --          4        --         23
                                           ------------------------------------------------------------------------
         Total costs and expenses             1,464     1,760        327       162        605       554      4,872
                                           ------------------------------------------------------------------------
     Equity in net income (loss) of USPEs        94      (630)        --        --         --        --       (536)
                                           ------------------------------------------------------------------------
     Net income (loss)                     $    731  $   (816)  $    304  $     25   $     90  $   (534)  $   (200)
                                           ========================================================================

     Total assets as of September 30, 1999 $ 20,174  $ 19,380   $  3,568  $  2,157   $  3,963  $  2,135   $ 51,377
                                           ========================================================================



                                                      Marine               Marine
     For the Three Months Ended            Aircraft   Vessel    Railcar   Container  Trailer   ALl
           September 30, 1998              Leasing   Leasing    Leasing   Leasing    Leasing   Other<F1>1    Total
     ----------------------------------    --------- ---------  --------- ---------  --------- ---------  -----------

     Revenues
       Lease revenue                       $  2,227  $  1,724   $    625  $    185   $    703  $     --   $  5,464
       Interest income and other                 11         5         --         1         --        33         50
       Gain on disposition of equipment          --        --          1       157          4        --        162
                                           ------------------------------------------------------------------------
         Total revenues                       2,238     1,729        626       343        707        33      5,676

     Costs and expenses
       Operations support                        22       743        188         3        181        16      1,153
       Depreciation and amortization          1,701       540        174       203        200        38      2,856
       Interest expense                          --        --         --        --         --       480        480
       Management fees to affiliate              81        86         53         9         45        --        274
       General and administrative expenses       21        --          7        13        134       173        348
       Provision for bad debts                   --        --          8        --          6        --         14
                                           ------------------------------------------------------------------------
         Total costs and expenses             1,825     1,369        430       228        566       707      5,125
                                           ------------------------------------------------------------------------
     Equity in net income (loss) of USPEs       123       (25)        --        --         --        --         98
                                           -----------------------------------------------------------------------
     Net income (loss)                     $    536  $    335   $    196  $    115   $    141  $   (674)  $    649
                                           ========================================================================

     Total assets as of September 30, 1998 $ 25,322  $ 22,416   $  4,251  $  3,843   $  4,331  $  2,935   $ 63,098
                                           ========================================================================





<FN>

<F1> 1 Includes  interest  income  and costs not  identifiable  to a  particular
segment,  such as  certain  general  and  administrative,  certain  amortization
expense, interest expense, and certain operations support.

</FN>
</TABLE>

<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1999

8.   Operating Segments (continued)
<TABLE>
<CAPTION>

                                                      Marine               Marine
     For the Nine Months Ended             Aircraft   Vessel    Railcar   Container  Trailer   All
           September 30, 1999              Leasing   Leasing    Leasing   Leasing    Leasing   Other<F1>1   Total
    ----------------------------------    --------- ---------  --------- ---------  --------- ---------  -----------

     REVENUES
       <S>                                 <C>       <C>        <C>       <C>        <C>       <C>        <C>
       Lease revenue                       $  6,338  $  4,611   $  1,821  $    577   $  1,950  $     --   $ 15,297
       Interest income and other                 23         6         --        13         --        96        138
       Gain (loss) on disposition of             --        --         18       173        (18)       --        173
     equipment
                                           ------------------------------------------------------------------------
         Total revenues                       6,361     4,617      1,839       763      1,932        96     15,608

     COSTS AND EXPENSES
       Operations support                        49     2,966        335         3        625        40      4,018
       Depreciation and amortization          3,928     1,398        461       474        500       118      6,879
       Interest expense                          --        --         --        --         --       992        992
       Management fees to affiliate             271       231        120        29        122        --        773
       General and administrative expenses       25        30         33        --        446       577      1,111
       Provision for (recovery of) bad           --        --         35        (4)        16        --         47
     debts
                                           ------------------------------------------------------------------------
         Total costs and expenses             4,273     4,625        984       502      1,709     1,727     13,820
                                           ------------------------------------------------------------------------
     Equity in net income (loss) of USPEs     1,764      (898)        --        --         --        --        866
                                           ------------------------------------------------------------------------
     Net income (loss)                     $  3,852  $   (906)  $    855  $    261   $    223  $ (1,631)  $  2,654
                                           ========================================================================

     Total assets as of September 30, 1999 $ 20,174  $ 19,380   $  3,568  $  2,157   $  3,963  $  2,135   $ 51,377
                                           ========================================================================


                                                      Marine               Marine
     For the Nine Months Ended             Aircraft   Vessel    Railcar   Container  Trailer   All
           September 30, 1998              Leasing   Leasing    Leasing   Leasing    Leasing   Other<F1>1   Total
    ----------------------------------    --------- ---------  --------- ---------  --------- ---------  -----------

     Revenues
       Lease revenue                       $  6,673  $  5,677   $  1,886  $    951   $  2,040  $     --   $ 17,227
       Interest income and other                 34        70         --         2         --       205        311
       Gain on disposition of equipment          --        --          1       525        129        --        655
                                           ------------------------------------------------------------------------
         Total revenues                       6,707     5,747      1,887     1,478      2,169       205     18,193

     Costs and expenses
       Operations support                        62     3,621        402         9        502        25      4,621
       Depreciation and amortization          5,115     1,354        522       666        611       108      8,376
       Interest expense                          --        --         --        --         --     1,526      1,526
       Management fees to affiliate             242       284        142        46        134        --        848
       General and administrative expenses       54        45         31        --        432       551      1,113
       Provision for bad debts                   --        --          5        31         10        --         46
                                           ------------------------------------------------------------------------
         Total costs and expenses             5,473     5,304      1,102       752      1,689     2,210     16,530
                                           ------------------------------------------------------------------------
     Equity in net income of USPEs              281       122         --        --         --        --        403
                                           ---------------------------------------------------------------------
     Net income (loss)                     $  1,515  $    565   $    785  $    726   $    480  $ (2,005 ) $  2,066
                                           ========================================================================

     Total assets as of September 30, 1998 $ 25,322  $ 22,416   $  4,251  $  3,843   $  4,331  $  2,935   $ 63,098
                                           ========================================================================

<FN>


<F1>1  Includes  interest  income  and costs not  identifiable  to a  particular
segment  such  as  certain  general  and  administrative,  certain  amortization
expense, interest expense, and certain operations support.
</FN>
</TABLE>

9.   Debt

The  Partnership  made the  regularly  scheduled  installment  payments  of $5.8
million and quarterly interest payments to the lender of the note payable during
the nine months ended  September 30, 1999 at a rate of LIBOR plus 1.2% per annum
(6.6% at September 30, 1999 and December 31, 1998).  The  Partnership  also paid
the lender of the senior note an additional  $0.3 million from  equipment  sales
proceeds, as required by the loan agreement.




<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1999

10.  Net Income Per Weighted-Average Partnership Unit

Net income per  weighted-average  Partnership  unit was computed by dividing net
income  attributable  to  limited  partners  by the  weighted-average  number of
Partnership units deemed  outstanding  during the period.  The  weighted-average
number of Partnership units deemed  outstanding during the three and nine months
ended  September  30, 1999,  was  9,067,911  and  9,073,283,  respectively.  The
weighted-average number of Partnership units deemed outstanding during the three
and  nine  months  ended  September  30,  1998,  was  9,081,028  and  9,081,849,
respectively.

11.  Contingencies

PLM   International   Inc.,  (The  Company)  and  various  of  its  wholly-owned
subsidiaries  are named as defendants  in a lawsuit  filed as a purported  class
action in January 1997 in the Circuit Court of Mobile County,  Mobile,  Alabama,
Case No.  CV-97-251  (the Koch action).  Plaintiffs,  who filed the complaint on
their  own and on  behalf  of all  class  members  similarly  situated,  are six
individuals who invested in certain  California  limited  partnerships for which
the Company's wholly-owned subsidiary,  PLM Financial Services, Inc. (FSI), acts
as the general  partner,  including PLM Equipment  Growth Fund IV (Fund IV), PLM
Equipment  Growth Fund V (Fund V), PLM  Equipment  Growth Fund VI (Fund VI), and
PLM  Equipment  Growth & Income Fund VII (Fund VII) (the Funds).  The  complaint
asserts eight causes of action  against all  defendants,  as follows:  fraud and
deceit,  suppression,   negligent   misrepresentation,   intentional  breach  of
fiduciary  duty,   negligent  breach  of  fiduciary  duty,  unjust   enrichment,
conversion,   and  conspiracy.   Plaintiffs  allege  that  each  defendant  owed
plaintiffs  and the class  certain  duties due to their  status as  fiduciaries,
financial  advisors,  agents,  and  control  persons.  Based  on  these  duties,
plaintiffs assert liability against  defendants for improper sales and marketing
practices,  mismanagement of the Funds, and concealing such  mismanagement  from
investors in the Funds.  Plaintiffs seek unspecified  compensatory and recissory
damages,  as well as punitive damages,  and have offered to tender their limited
partnership units back to the defendants.

In March 1997,  the  defendants  removed the Koch action from the state court to
the United States District Court for the Southern District of Alabama,  Southern
Division  (Civil  Action No.  97-0177-BH-C)  (the  court)  based on the  court's
diversity jurisdiction, and the court denied plaintiffs' motion to remand, which
denial was upheld on appeal.  In December  1997,  the court  granted  defendants
motion  to  compel  arbitration  of the named  plaintiffs'  claims,  based on an
agreement to arbitrate  contained in the limited  partnership  agreement of each
Partnership.  Plaintiffs  appealed this decision,  but in June 1998  voluntarily
dismissed  their appeal  pending  settlement  of the Koch  action,  as discussed
below.

In June 1997, the Company and the affiliates who are also defendants in the Koch
action were named as defendants in another  purported  class action filed in the
San Francisco  Superior Court, San Francisco,  California,  Case No. 987062 (the
Romei  action).  The plaintiff is an investor in Fund V, and filed the complaint
on her own  behalf and on behalf of all class  members  similarly  situated  who
invested in certain  California  limited  partnerships for which FSI acts as the
general partner,  including the Funds. The complaint (as amended in August 1997)
alleges the same facts and the same causes of action as in the Koch action, plus
additional  causes of action against all of the  defendants,  including  alleged
unfair and deceptive  practices and constructive  fraud. The plaintiff asserts a
claim for treble  damages and  violations of the  California  Securities  Law of
1968.

In July 1997, defendants filed with the district court for the Northern District
of  California  (Case No.  C-97-2847  WHO) a petition (the  petition)  under the
Federal  Arbitration Act seeking to compel arbitration of plaintiff's claims and
for an order  staying  the state  court  proceedings  pending the outcome of the
arbitration.  In October 1997, the district court denied the Company's  petition
to compel arbitration, but in November 1997, agreed to hear the Company's motion
for reconsideration of this order. The hearing on this motion has been taken off
calendar and the district court has dismissed the petition pending settlement of
the Romei action,  as discussed  below.  The state court action  continues to be
stayed pending such resolution.


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1999

11.   Contingencies (continued)

In May 1998, all parties to the Koch and Romei actions entered into a memorandum
of  understanding  related to the  settlement  of those  actions  (the  monetary
settlement),  following  which the  parties  agreed to an  additional  equitable
settlement (the equitable settlement).  The terms of the monetary settlement and
the equitable  settlement are contained in a Stipulation of Settlement  that was
filed with the court.  The monetary  settlement  provides  for a settlement  and
release of all claims against defendants in exchange for payment for the benefit
of the class of up to $6.0 million.  The final settlement  amount will depend on
the number of claims filed by authorized claimants who are members of the class,
the  amount  of  the  administrative  costs  incurred  in  connection  with  the
settlement,  and the amount of attorneys' fees awarded by the court. The Company
will pay up to $0.3 million of the monetary settlement, with the remainder being
funded by an insurance policy. The equitable  settlement  provides,  among other
things:  (a) for the extension of the operating lives of Funds V, VI, and VII by
judicial amendment to each of their partnership  agreements,  such that FSI, the
general partner of each such partnership,  be permitted to reinvest  partnership
funds in additional  equipment into the year 2004, and will liquidate the Funds'
equipment in 2006; (b) that FSI is entitled to earn  front-end  fees  (including
acquisition and lease  negotiation fees) up to 20% in excess of the compensatory
limitations  set  forth  in  the  North  American   Securities   Administrator's
Association's  Statement of Policy;  (c) for a one-time purchase of up to 10% of
the outstanding  units of Funds V, VI, and VII by the respective  partnership at
80% of such partnership's net asset value; and (d) for the deferral of a portion
of FSI's management fees until such time as certain performance thresholds have,
if ever,  been met by the Funds.  The  equitable  settlement  also  provides for
payment of the equitable  class  attorneys' fees from  partnership  funds in the
event,  if ever,  that  distributions  paid to investors in Funds V, VI, and VII
during the extension period reach a certain internal rate of return.  Defendants
will continue to deny each of the claims and  contentions and admit no liability
in connection with the monetary and equitable settlements.

The court, among other things, preliminarily approved the monetary and equitable
settlements  in June 1999,  and set a final  fairness  hearing for  November 16,
1999.  For  settlement  purposes,  the monetary  settlement  class (the monetary
class) consists of all investors,  limited partners,  assignees, or unit holders
who  purchased  or received by way of  transfer or  assignment  any units in the
Funds  between May 23, 1989 and June 29, 1999.  The equitable  settlement  class
(the equitable class) consists of all investors,  limited partners, assignees or
unit  holders who on June 29,  1999 held any units in Funds V, VI, and VII,  and
their assigns and successors in interest.

The monetary settlement remains subject to certain conditions, including but not
limited to notice to the monetary class for purposes of the monetary  settlement
and final  approval of the monetary  settlement  by the court  following a final
fairness  hearing.   The  equitable   settlement  remains  subject  to  numerous
conditions, including but not limited to: (a) notice to the equitable class, (b)
review  and  clearance  by the SEC,  and  dissemination  to the  members  of the
equitable class, of solicitation  statements  regarding the proposed extensions,
(c) disapproval by less than 50% of the limited partners in Funds V, VI, and VII
of the proposed amendments to the limited partnership  agreements,  (d) judicial
approval of the proposed amendments to the limited partnership  agreements,  and
(e) final  approval of the equitable  settlement by the court  following a final
fairness  hearing.  The  monetary  settlement,  if  approved,  will  go  forward
regardless of whether the  equitable  settlement is approved or not. The Company
continues  to believe  that the  allegations  of the Koch and Romei  actions are
completely  without  merit  and  intends  to  continue  to  defend  this  matter
vigorously if the monetary settlement is not consummated.

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



<PAGE>


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

(I)  RESULTS OF OPERATIONS

Comparison  of PLM  Equipment  Growth  Fund  V's (the  Partnership's)  Operating
Results for the Three Months Ended September 30, 1999 and 1998

(A)  Owned Equipment Operations

Lease  revenues  less  direct  expenses  (defined  as repairs  and  maintenance,
equipment operating,  and asset-specific  insurance expenses) on owned equipment
decreased during the three months ended September 30, 1999, when compared to the
same period of 1998.  Gains or losses from the sale of  equipment,  interest and
other income,  and certain  expenses such as depreciation  and  amortization and
general and administrative expenses relating to the operating segments (see Note
8 to  the  financial  statements),  are  not  included  in the  owned  equipment
operation  discussion  because  these  expenses 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 Months
                                            Ended September 30,
                                          1999             1998
                                       ----------------------------
  Aircraft                             $  2,077         $  2,205
  Railcars                                  513              437
  Trailers                                  448              522
  Marine vessels                            365              981
  Marine containers                         129              182

Aircraft:  Aircraft  lease  revenues and direct  expenses  were $2.1 million and
$17,000,  respectively,  for the three months ended September 30, 1999, compared
to $2.2 million and $22,000,  respectively,  during the same period of 1998. The
decrease in aircraft  contribution  was due to the re-lease of two aircraft at a
lower lease rate than had been in place during 1998.

Railcars:  Railcar lease revenues and direct expenses were $0.6 million and $0.1
million,  respectively,  for the three months ended September 30, 1999 and 1998,
compared to $0.6 million and $0.2 million, respectively,  during the same period
of 1998. The increase in railcar contribution was due to a $0.1 million decrease
in repairs and  maintenance  due to fewer required  repairs to certain  railcars
during the third quarter of 1999 when compared to the same period of 1998.

Trailers:  Trailer lease revenues and direct expenses were $0.7 million and $0.2
million,  respectively,  for the three months ended September 30, 1999 and 1998.
The  decrease  in trailer  contribution  was due to a $0.1  million  increase in
repairs and maintenance due to required  repairs to certain  trailers during the
third quarter of 1999 when compared to the same period of 1998.

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $1.6
million and $1.2 million, respectively, for the three months ended September 30,
1999, compared to $1.7 million and $0.7 million,  respectively,  during the same
period of 1998.  The decrease in marine vessel lease  revenues was due to one of
the marine  vessels  earning $0.2 million less during the third  quarter of 1999
due to lower  lease  rates  while on lease when  compared  to the lease rates in
place during the same period of 1998.  Direct expenses  associated with the same
marine vessel increased $0.4 million due to higher operating costs when compared
to the same period of 1998.  During the three months ended  September  30, 1999,
this marine vessel was operating under a voyage charter. Under a voyage charter,
the owner of the marine vessel  receives higher lease revenue and is responsible
for the certain equipment  operating costs. During the same period of 1998, this
marine vessel was operating under a time charter and did not incur any equipment
operating  expenses  because  under this charter the lessee is  responsible  for
these expenses.

Marine containers: Marine container lease revenues and direct expenses were $0.1
million and $1,000, respectively, for the three months ended September 30, 1999,
compared to $0.2  million and  $3,000,  respectively,  during the same period of
1998.  The  number  of  marine  containers  owned  by the  Partnership  has been
declining due to sales and dispositions during 1999 and 1998. The result of this
declining fleet has been a decrease in marine container contribution.

(B)  Indirect Expenses Related to Owned Equipment Operations

Total indirect expenses of $3.3 million for the quarter ended September 30, 1999
decreased from $4.0 million for the same period in 1998.  Significant  variances
are explained as follows:

     (i) A $0.5 million decrease in depreciation and amortization  expenses from
1998  levels was caused  primarily  by the  double-declining  balance  method of
depreciation  which results in greater  depreciation in the first years an asset
is owned.

     (ii) A $0.2 million decrease in interest expense was due to a lower average
outstanding  debt balance in the third quarter of 1999 when compared to the same
period of 1998.

(C)  Net Gain on Disposition of Owned Equipment

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

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

Net income (loss) generated from the operation of jointly-owned assets accounted
for under the equity  method is shown in the following  table by equipment  type
(in thousands of dollars):
<TABLE>
<CAPTION>

                                                                            For the Three Months
                                                                             Ended September 30,
                                                                            1999             1998
                                                                         ----------------------------
  <S>                                                                    <C>                   <C>
  Aircraft, rotable components, and aircraft engines                     $     94              123
  Marine vessels                                                             (630)             (25)
                                                                         ----------------------------
      Equity in net income (loss) of USPEs                               $   (536)              98
                                                                         ============================
</TABLE>

Aircraft, rotable components, and aircraft engines: As of September 30, 1999 the
Partnership  had an interest in an entity  owning two DC-9 Stage III  commercial
aircraft on a direct  finance lease.  As of September 30, 1998, the  Partnership
had an interest in two trusts that owned a total of three Boeing  737-200A Stage
II  commercial  aircraft,  two  aircraft  engines,  and a portfolio  of aircraft
rotables  (the Two Trusts),  and an interest in an entity  owning two DC-9 Stage
III commercial aircraft on a direct finance lease. During the three months ended
September 30, 1999,  lease revenues of $0.1 million were offset by  depreciation
expense,  direct expenses,  and administrative  expenses of $10,000.  During the
same period of 1998,  lease revenues of $0.3 million were offset by depreciation
expense,  direct expenses,  and administrative  expenses of $0.2 million.  Lease
revenues decreased $0.2 million and depreciation expense,  direct expenses,  and
administrative   expenses  decreased  $0.2  million  due  to  the  sale  of  the
Partnership's investment in the Two Trusts.

Marine  vessels:  As of September 30, 1999 and 1998,  the  Partnership  owned an
interest in three entities  owning a total of three marine  vessels.  During the
third  quarter  of  1999,   lease  revenues  of  $1.2  million  were  offset  by
depreciation  expense,  direct  expenses,  and  administrative  expenses of $1.8
million.  During the same period of 1998,  lease  revenues of $1.6  million were
offset by depreciation expense,  direct expenses, and administrative expenses of
$1.6  million.  The decrease in lease  revenues of $0.4 million was due to lower
lease rates earned on two marine vessels. The increase in depreciation  expense,
direct expenses,  and administrative  expenses was primarily due to the increase
of $0.4 million in operating  expenses when compared to the same period of 1998.
This increase was partially offset by a decrease in depreciation expense of $0.1
million  resulting  from  the  use of the  double-declining  balance  method  of
depreciation  which results in greater  depreciation in the first years an asset
is owned and a decrease in repairs and  maintenance of $0.1 million due to fewer
repairs required.


<PAGE>


(E)  Net Income (Loss)

As a result of the foregoing,  the  Partnership's  net loss for the three months
ended  September  30,  1999 was $0.2  million,  compared  to net  income of $0.6
million  during the same period in 1998.  The  Partnership's  ability to operate
assets,  liquidate assets, secure leases, and re-lease those assets whose leases
expire is subject to many  factors,  and the  Partnership's  performance  in the
third quarter of 1999 is not necessarily  indicative of future  periods.  In the
third quarter of 1999, the Partnership  distributed  $2.3 million to the limited
partners, or $0.25 per weighted-average limited partnership unit.

Comparison  of the  Partnership's  Operating  Results for the Nine Months  Ended
September 30, 1999 and 1998

(A)  Owned Equipment Operations

Lease  revenues  less  direct  expenses  (defined  as repairs  and  maintenance,
equipment operating,  and asset-specific  insurance expenses) on owned equipment
decreased  during the nine months ended September 30, 1999, when compared to the
same period of 1998.  Gains or losses from the sale of  equipment,  interest and
other income,  and certain  expenses such as depreciation  and  amortization and
general and administrative expenses relating to the operating segments (see Note
8 to  the  financial  statements),  are  not  included  in the  owned  equipment
operation  discussion  because  these  expenses 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 Nine Months
                                    Ended September 30,
                                   1999             1998
                                  ----------------------------
  Aircraft                        $  6,289        $   6,611
  Marine vessels                     1,645            2,056
  Railcars                           1,486            1,484
  Trailers                           1,325            1,538
  Marine containers                    574              944

Aircraft:  Aircraft  lease  revenues and direct  expenses  were $6.3 million and
$49,000, respectively, for the nine months ended September 30, 1999, compared to
$6.7 million and $0.1 million, respectively, during the same period of 1998. The
decrease in aircraft  contribution  was due to the re-lease of two aircraft at a
lower lease rate than had been in place during 1998.

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $4.6
million and $3.0 million,  respectively, for the nine months ended September 30,
1999, compared to $5.7 million and $3.6 million,  respectively,  during the same
period of 1998.  The decrease in marine vessel lease  revenues was primarily due
to one of the marine  vessels  earning  $1.6 million less during the nine months
ended  September 30, 1999 due to earning a lower lease rate when compared to the
lease  rate that was in place  during the same  period of 1998 and the  required
dry-docking  of this  marine  vessel  for a nine  week  period.  During  the dry
docking,  this marine vessel did not earn lease revenues of  approximately  $0.5
million.  The decrease in lease  revenues  caused by the  dry-docking  and lower
lease rates was partially  offset by an increase in marine vessel lease revenues
of $0.6 million  caused by the purchase of an  additional  marine  vessel during
March of 1998 that was on lease the entire nine months of 1999 when  compared to
six full  months of 1998.  Direct  expenses  decreased  $0.9  million due to not
having any  operating  costs and repairs while in  dry-docking.  The decrease in
direct expenses was partially offset by an increase in insurance expense of $0.4
million due to lease  agreement  in which the  Partnership  is  responsible  for
insurance  coverage  when  compared to the same  period of 1998,  the lessee was
responsible for insurance coverage.

Railcars:  Railcar lease revenues and direct expenses were $1.8 million and $0.3
million, respectively, for the nine months ended September 30, 1999, compared to
$1.9  million and $0.4  million,  respectively,  during the same period of 1998.
Although  railcar  contribution  remained  relatively  the same, the decrease in
lease  revenues of $0.1  million  was due to certain  railcars  being  off-lease
during the nine months ended  September 30, 1999 that were on-lease  during 1998
and the decrease in direct  expenses of $0.1  million was due to fewer  required
repairs to  certain  railcars  during  1999 that were  required  during the same
period of 1998.

Trailers:  Trailer lease revenues and direct expenses were $2.0 million and $0.6
million, respectively, for the nine months ended September 30, 1999, compared to
$2.0  million and $0.5  million,  respectively,  during the same period of 1998.
During the nine months ended  September  30,  1999,  certain  over-the-road  dry
trailers were in the process of transitioning to a new PLM-affiliated short-term
rental facility  specializing in this type of trailer causing lease revenues for
this group of trailers to decrease $0.1 million when compared to the same period
of 1998. Trailer repairs and maintenance increased $0.1 million primarily due to
required  repairs  during  1999 that were not needed  during the same  period of
1998.

Marine containers: Marine container lease revenues and direct expenses were $0.6
million and $3,000, respectively,  for the nine months ended September 30, 1999,
compared to $1.0  million and  $9,000,  respectively,  during the same period of
1998. The decrease of approximately $0.1 million in lease revenues was caused by
a worldwide  increase in available marine containers which has lead to a decline
in the lease rate.  In addition,  the number of marine  containers  owned by the
Partnership  has been  declining due to sales and  dispositions  during 1999 and
1998.  The result of this  declining  fleet has also  resulted  in a decrease of
approximately $0.2 million in marine container contribution.

(B)  Indirect Expenses Related to Owned Equipment Operations

Total indirect  expenses of $9.8 million for the nine months ended September 30,
1999  decreased  from $11.9  million  for the same  period in 1998.  Significant
variances are explained as follows:

     (i) A $1.5 million decrease in depreciation and amortization  expenses from
1998  levels was caused  primarily  by the  double-declining  balance  method of
depreciation  which results in greater  depreciation in the first years an asset
is owned.

(ii) A $0.5  million  decrease  in interest  expense was due to a lower  average
outstanding debt balance when compared to the same period of 1998.

     (iii) A $0.1 million  decrease in  management  fees to affiliate was due to
lower lease revenues.

(C) Interest and Other Income

Interest and other income  decreased  $0.2 million  during the nine months ended
September  30, 1999 when  compared to the same period of 1998 due  primarily  to
lower cash balances available for investment.

(D)  Net Gain on Disposition of Owned Equipment

The net gain on the disposition of equipment for the nine months ended September
30, 1999 totaled $0.2 million, which resulted from the sale of marine containers
railcars,  and trailers with an aggregate  net book value of $0.4  million,  for
proceeds of $0.6  million.  Net gain on  disposition  of equipment  for the same
period of 1998  totaled $0.7  million,  which  resulted  from the sale of marine
containers,  railcars,  and  trailers,  with an aggregate net book value of $1.2
million, for proceeds of $1.9 million.

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

Net income (loss) generated from the operation of jointly-owned assets accounted
for under the equity  method is shown in the following  table by equipment  type
(in thousands of dollars):
<TABLE>
<CAPTION>

                                                                             For the Nine Months
                                                                             Ended September 30,
                                                                            1999             1998
                                                                         ----------------------------
  <S>                                                                    <C>                   <C>
  Aircraft, rotable components, and aircraft engines                     $  1,764              281
  Marine vessels                                                             (898)             122
                                                                         ============================
      Equity in net income of USPEs                                      $    866              403
                                                                         ============================
</TABLE>

Aircraft, rotable components, and aircraft engines: As of September 30, 1999 the
Partnership  had an interest in an entity  owning two DC-9 Stage III  commercial
aircraft on a direct  finance lease.  As of September 30, 1998, the  Partnership
had an interest in two trusts that owned a total of three Boeing  737-200A Stage
II  commercial  aircraft,  two  aircraft  engines,  and a portfolio  of aircraft
rotables  (the Two Trusts),  and an interest in an entity  owning two DC-9 Stage
III commercial  aircraft on a direct finance lease. During the nine months ended
September 30, 1999, lease revenues of $0.3 million and the gain from the sale of
the  Partnership's  interest  in the Two Trusts of $1.6  million  were offset by
depreciation  expense,  direct  expenses,  and  administrative  expenses of $0.1
million.  During the same period of 1998,  lease  revenues of $0.9  million were
offset by depreciation expense,  direct expenses, and administrative expenses of
$0.6 million.  Lease revenues  decreased $0.6 million and depreciation  expense,
direct expenses,  and administrative  expenses decreased $0.5 million due to the
sale of the Partnership's investment in the Two Trusts.

Marine  vessels:  As of September 30, 1999 and 1998,  the  Partnership  owned an
interest in three entities  owning a total of three marine  vessels.  During the
nine months ended September 30, 1999, lease revenues of $4.0 million were offset
by depreciation expense,  direct expenses,  and administrative  expenses of $4.9
million.  During the same period of 1998,  lease  revenues of $4.9  million were
offset by depreciation expense,  direct expenses, and administrative expenses of
$4.7  million.  The decrease in lease  revenues of $0.9 million was due to lower
lease rates earned on two marine vessels. Depreciation expense, direct expenses,
and administrative  expenses increased $0.1 million during the nine months ended
September  30,  1999 when  compared  to the same  period  of 1998.  Depreciation
expense  decreased $0.3 million  resulting from the use of the  double-declining
balance  method of  depreciation  which results in greater  depreciation  in the
first years an asset is owned and a decrease in repairs and  maintenance of $0.4
million due to fewer repairs  required.  These  decreases  were offset by a $0.8
million increase in marine  operating  expenses during 1999 when compared to the
same period of 1998.

(F)  Net Income

As a result of the foregoing,  the  Partnership's net income for the nine months
ended  September  30,  1999 was $2.7  million,  compared  to net  income of $2.1
million  during the same period in 1998.  The  Partnership's  ability to operate
assets,  liquidate assets, secure leases, and re-lease those assets whose leases
expire is subject to many factors, and the Partnership's performance in the nine
months ended September 30, 1999 is not necessarily indicative of future periods.
In the nine months ended  September 30, 1999, the Partnership  distributed  $5.9
million  to  the  limited  partners,  or  $0.65  per  weighted-average   limited
partnership unit.

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

For the nine months ended  September 30, 1999,  the  Partnership  generated $9.7
million in  operating  cash (net cash  provided  by  operating  activities  plus
non-liquidating  distributions from USPEs) to meet its operating obligations and
maintain  the current  level of  distributions  (total for the nine months ended
September 30, 1999 of $6.2 million) to the partners.

During the nine months ended  September  30, 1999,  the  Partnership  sold owned
equipment and received aggregate proceeds of $0.6 million.  The Partnership also
received  liquidating  proceeds of $3.5 million from the sale of its interest in
two trusts that own a total of three commercial aircraft,  two aircraft engines,
and a portfolio of aircraft rotables

The  Partnership was required to install a hush-kit to one of its Boeing 737-200
commercial  aircraft per the  Partnership`s  lease  agreement.  The  Partnership
purchased  the  hush-kit  for  $1.2  million  and  paid  acquisition  and  lease
negotiation  fees of $0.1 million to PLM  Financial  Services,  Inc. (FSI or the
General Partner), a wholly-owned subsidiary of PLM International, Inc., for this
equipment.

Lessee deposits and reserve for repairs decreased $42,000 during the nine months
ended  September  30, 1999 when  compared to December 31, 1998.  Lessee  prepaid
deposits  decreased  $0.1 million due to fewer lessee's  prepaying  future lease
revenue  and  marine  vessel  dry-docking  decreased  $0.4  million  due  to the
dry-docking on one of the  Partnership's  marine  vessels in 1999.  Reserves for
aircraft engine repair increased $0.3 million due to additional  lessee deposits
and security  deposits  increased $0.1 million due to a security  deposit from a
potential lessee of a DC-9-32 commercial aircraft.

The Partnership is required to make quarterly principal  installment payments of
$2.0 million to the lender  through the year 2001 and, under some  instances,  a
percentage of equipment  sale  proceeds.  When the  Partnership  pays the lender
proceeds from equipment  sales,  the quarterly  installments  of $2.0 million is
reduced pro rata to reflect any  payments  made from the  proceeds of  equipment
sales. During the nine months ended September 30, 1999, the Partnership made the
regularly  scheduled  installment  payment of $5.8  million to the lender of the
note  payable and an  additional  $0.3  million  from the  proceeds of equipment
sales.  As a result of the  additional  payment  from  equipment  sales,  future
scheduled  quarterly  principal  installment  payments have been reduced to $1.9
million.

(III) EFFECTS OF YEAR 2000

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

The General Partner has  established a special Year 2000 oversight  committee to
review  the  impact of Year  2000  issues on its  business  systems  in order to
determine  whether  such systems will retain  functionality  after  December 31,
1999. As of September  30, 1999,  the General  Partner has completed  inventory,
assessment,  remediation  and testing stages of its Year 2000 review of its core
business  information  systems.   Specifically,  the  General  Partner  (a)  has
integrated Year  2000-compliant  programming  code into its existing  internally
customized and internally developed transaction  processing software systems and
(b) the General Partner's  accounting and asset management software systems have
been made Year 2000  compliant.  In addition,  numerous other  software  systems
provided  by vendors and  service  providers  have been  replaced  with  systems
represented by the vendor or service provider to be Year 2000 functional.  These
systems have been tested and appear to be compliant.

As of September 30, 1999, the costs incurred and allocated to the Partnership to
become Year 2000 compliant  have not been material and the General  Partner does
not anticipate any additional Year 2000-compliant expenditures.

Some risks  associated  with the Year 2000 problem are beyond the ability of the
Partnership or General  Partner to control,  including the extent to which third
parties can address the Year 2000 problem.  The General Partner is communicating
with vendors, services providers, and customers in order to assess the Year 2000
readiness of such parties and the extent to which the  Partnership is vulnerable
to any  third-party  Year 2000  issues.  As part of this  process,  vendors  and
service providers were ranked in terms of the relative importance of the service
or product  provided.  All service  providers and vendors who were identified as
medium to high relative  importance were surveyed to determine Year 2000 status.
The General Partner has received  satisfactory  responses to Year 2000 readiness
inquiries from surveyed service providers and vendors.

It is possible that certain of the  Partnership's  equipment lease portfolio may
not be  Year  2000  compliant.  The  General  Partner  has  contacted  equipment
manufacturers of the portion of the  Partnership's  leased  equipment  portfolio
identified  as date  sensitive  to assure  Year 2000  compliance  or to  develop
remediation  strategies.  The  Partnership  does not expect that  non-Year  2000
compliance  of its leased  equipment  portfolio  will have an  adverse  material
impact on its  financial  statements.  The  General  Partner  has  surveyed  the
majority of its  lessees  and the  majority  of those  surveyed  have  responded
satisfactorily to Year 2000 readiness inquiries.

There can be no  assurance  that the  software  systems of such  parties will be
converted or made Year 2000 compliant in a timely manner. Failure by the General
Partner  or such  other  parties  to make  their  respective  systems  Year 2000
compliant  could  have a  material  adverse  effect on the  business,  financial
position, and results of operations of the Partnership.  The General Partner has
made and will  continue an ongoing  effort to recognize  and evaluate  potential
exposure  relating to third party Year 2000  noncompliance.  The General Partner
will  implement  a  contingency  plan if the  General  Partner  determines  that
third-party   noncompliance   would  have  a  material  adverse  effect  on  the
Partnership's business, financial position, or results of operation.

The General  Partner is currently  developing a contingency  plan to address the
possible failure of any systems,  vendors, or service providers due to Year 2000
problems.  For the purpose of such  contingency  planning,  a reasonably  likely
worst case scenarios primarily  anticipate a) an inability to access systems and
data on a temporary basis resulting in possible delay in reconciliation of funds
received or payment of monies owed,  or b) an inability to  continuously  employ
equipment  assets  due to  temporary  Year  2000  related  failure  of  external
infrastructure  necessary to the ongoing operation of the equipment. The General
Partner is evaluating  whether there are  additional  scenarios,  which have not
been  identified.  Contingency  planning  will  encompass  strategies  up to and
including  manual  processes.  The General Partner  anticipates that these plans
will be completed in the fourth quarter of 1999.

(IV)  ACCOUNTING PRONOUNCEMENTS

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

FASB Statement No. 137,  "Accounting for Derivatives,  Instruments,  and Hedging
Activities  - Deferral  of the  Effective  Date of FASB  Statement  No.  133, an
amendment of FASB Statement No. 133," issued in June 1999,  defers the effective
date of Statement No. 133.  Statement No. 133, as amended,  is now effective for
all fiscal  quarters of all fiscal years  beginning  after June 15, 2000.  As of
September  30, 1999,  the General  Partner is reviewing  the effect SFAS No. 133
will have on the Partnership's financial statements.

(V) OUTLOOK FOR THE FUTURE

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

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

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

The  ability  of the  Partnership  to  realize  acceptable  lease  rates  on its
equipment in the different equipment markets is contingent on many factors, such
as specific market conditions and economic activity, technological obsolescence,
and government or other regulations.  The 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.

Other factors affecting the Partnership's  contribution  during the remainder of
1999 and beyond include:

1. A worldwide  increase in  available  marine  containers  to lease has lead to
declining  lease  rates  for  marine  containers.   In  addition,  some  of  the
Partnership's  refrigerated marine containers currently have become delaminated.
This condition  lowers the demand for these marine  containers which has lead to
declining lease rates.

2.  Depressed  economic  conditions in Asia have led to declining  freight rates
through  the early  part of 1999 for  drybulk  vessels.  In the  absence  of new
additional drybulk orders, the market would be expected to stabilize and improve
over the next 2-3 years.

3. The Partnership owns an anchor handling supply marine vessel that has a fixed
lease rate due to expire in the year 2000. If the economic conditions remain the
same, the General  Partner would expect to re-lease this marine vessel at a rate
much lower than the rate that is currently in place.

4.  Railcar  loading  in North  America  have  continued  to be high,  however a
softening in the market is expected in the last quarter of 1999,  which may lead
to lower  utilization  and lower  contribution  to the  Partnership  as existing
leases expire and renewal leases are negotiated.

5. The  Partnership's  over-the-road  dry  trailers  were in  transition  to new
PLM-affiliated  short-term  rental  facilities  specializing  in  this  type  of
trailer.  The movement of these  trailers to a new  location  caused a temporary
reduction in lease revenues.

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

(VI)  FORWARD-LOOKING INFORMATION

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

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Partnership's  primary  market risk exposures are that of interest rate and
currency  risk.  The  Partnership's  note payable is a variable  rate debt.  The
Partnership  estimates a one percent  increase or decrease in the  Partnership's
variable  rate debt would  result in an increase or decrease,  respectively,  in
interest  expense of $0.1 million for the remaining  three months of 1999,  $0.1
million in 2000,  and $38,000 in 2001. The  Partnership  estimates a two percent
increase or decrease in the Partnership's  variable rate debt would result in an
increase or decrease,  respectively, in interest expense of $0.1 million for the
remaining three months of 1999, $0.2 million in 2000, and $0.1 million in 2001.

During the nine months ended September 30, 1999, 75% of the Partnership's  total
lease revenues from wholly- and  partially-owned  equipment came from non-United
States domiciled  lessees.  Most of the Partnership's  leases require payment in
United States (U.S.) currency.  If these lessees  currency  devalues against the
U.S. dollar,  the lessees could potentially  encounter  difficulty in making the
U.S. dollar denominated lease payments.

















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<PAGE>



                          PART II -- OTHER INFORMATION


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

           (a)    Exhibits

                  None.

           (b)    Reports on Form 8-K

                  None.

















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<PAGE>









Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                               PLM EQUIPMENT GROWTH FUND V


                               By:  PLM Financial Services, Inc.
                                    General Partner



Date:  November 3, 1999        By:  /s/ Richard K Brock
                                   ---------------------------------
                                   Richard K Brock
                                   Vice President and
                                   Corporate Controller