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 June 30, 1998


[ ]  Transition  Report  Pursuant  to Section  13 or 15(d) of the  Securities
     Exchange Act of 1934 For the transition period from      to


                         Commission file number 33-32258
                             -----------------------



                           PLM EQUIPMENT GROWTH FUND V
             (Exact name of registrant as specified in its charter)


California                                            94-3104548
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                     Identification No.)

One Market, Steuart Street Tower
Suite 800, San Francisco, CA                             94105-1301
(Address of principal                                    (Zip code)
executive offices)



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


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







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

<TABLE>
<CAPTION>


                                                                          June 30,             December 31,
                                                                            1998                 1997
                                                                      -------------------------------------
<S>                                                                     <C>                   <C>        
Assets

Equipment held for operating lease, at cost                             $   111,037           $   104,902
Less accumulated depreciation                                               (65,224)              (62,320 )
                                                                      ---------------------------------------
  Net equipment                                                              45,813                42,582

Cash and cash equivalents                                                     3,025                 9,884
Restricted cash                                                                 108                   111
Accounts receivable, net of allowance for doubtful
    accounts of $128 in 1998 and $113 in 1997                                 4,002                 3,229
Investments in unconsolidated special-purpose entities                       16,457                22,758
Prepaid expenses and other assets                                                49                   114
Deferred charges, net of accumulated amortization of
    $910 in 1998 and $948 in 1997                                               392                   435
Equipment acquisition deposit                                                    --                   920
                                                                      ---------------------------------------

      Total assets                                                      $    69,846           $    80,033
                                                                      =======================================


Liabilities and partners' capital


Liabilities:

Accounts payable and accrued expenses                                   $       706           $     1,826
Due to affiliates                                                               377                   477
Short-term note payable                                                       1,600                    --
Lessee deposits and reserve for repairs                                       1,833                 1,644
Note payable                                                                 27,519                32,000
                                                                      ---------------------------------------
    Total liabilities                                                        32,035                35,947
                                                                      ---------------------------------------

Partners' capital:

Limited partners (9,081,028 limited partnership units as of
    June 30, 1998 and 9,086,608 as of December 31, 1997)                     37,811                44,086
General Partner                                                                  --                    --
                                                                      ---------------------------------------
    Total partners' capital                                                  37,811                44,086
                                                                      ---------------------------------------

      Total liabilities and partners' capital                           $    69,846           $    80,033
                                                                      =======================================

</TABLE>










                       See accompanying notes to financial
                                  statements.





<PAGE>





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

<TABLE>
<CAPTION>


                                                     For the Three Months                 For the Six Months
                                                        Ended June 30,                      Ended June 30,

                                                        1998          1997                1998             1997
                                                 --------------------------------------------------------------------
<S>                                                <C>             <C>                 <C>              <C>      
Revenues

Lease revenue                                      $   6,551       $   8,371           $  11,763        $  16,338
Interest and other income                                 99              78                 260              129
Net gain on disposition of equipment                     359           2,146                 494            2,225
                                                 --------------------------------------------------------------------
    Total revenues                                     7,009          10,595              12,517           18,692
                                                 --------------------------------------------------------------------

Expenses

Depreciation and amortization                          2,880           4,010               5,521            8,128
Management fees to affiliate                             318             399                 574              774
Repairs and maintenance                                  450             752                 774            1,420
Equipment operating expenses                           1,680           2,226               2,671            4,012
Interest expense                                         512             650               1,045            1,318
Insurance expense to affiliate                           (66)            177                 (56)             436
Other insurance expense                                    8             256                  79              452
General and administrative expenses
      to affiliates                                      234             216                 471              464
Other general and administrative expenses                154             206                 294              341
Provision for bad debt                                    25              41                  32              379
                                                 --------------------------------------------------------------------
    Total expenses                                     6,195           8,933              11,405           17,724
                                                 --------------------------------------------------------------------

Equity in net income of unconsolidated
      special-purpose entities                           269             205                 305              354
                                                 --------------------------------------------------------------------

Net income                                         $   1,083       $   1,867           $   1,417        $   1,322
                                                 ====================================================================

Partners' share of net income:

Limited partners                                   $     891       $   1,676           $   1,034        $     938
General Partner                                          192             191                 383              384
                                                 --------------------------------------------------------------------

Total                                              $   1,083       $   1,867           $   1,417        $   1,322
                                                 ====================================================================

Net income per weighted-average  limited 
partnership unit (9,083,175 units and
9,127,849 units as of June 30, 1998
and 1997, respectively)                            $    0.10       $    0.18           $    0.11        $    0.10
                                                 ====================================================================

Cash distributions                                 $   3,825       $   3,834           $   7,650        $   7,694
                                                 ====================================================================
Cash distributions per weighted-average
      limited partnership unit                     $    0.40       $    0.40           $    0.80        $    0.80
                                                 ====================================================================

</TABLE>



                       See accompanying notes to financial
                                  statements.



<PAGE>






                           PLM EQUIPMENT GROWTH FUND V
      ( A Limited Partnership) STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the period from December 31, 1996 to June 30, 1998 (in thousands of dollars)


<TABLE>
<CAPTION>


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


<S>                                                       <C>                    <C>                  <C>   
Partners' capital as of December 31, 1996                 $    52,296            $     --             $    52,296

Net income                                                      7,154                 767                   7,921

Repurchase of limited partnership units                          (785)                 --                    (785)

Cash distributions                                            (14,579)               (767)                (15,346)
                                                        ------------------------------------------------------------

  Partners' capital as of December 31, 1997                    44,086                  --                  44,086

Net income                                                      1,034                 383                   1,417

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

Cash distributions                                             (7,267)               (383)                 (7,650)
                                                        ------------------------------------------------------------

  Partners' capital as of June 30, 1998                   $    37,811            $     --             $    37,811
                                                        ============================================================

</TABLE>




























                       See accompanying notes to financial
                                  statements.




<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                            (A Limited Partnership)
                            STATEMENTS OF CASH FLOWS
                           (in thousands of dollars)
<TABLE>
<CAPTION>



                                                                                      For the Six Months
                                                                                        Ended June 30,
                                                                                  1998          1997
                                                                              ---------------------------
<S>                                                                            <C>             <C>       
Operating activities

Net income                                                                     $    1,417      $    1,322
Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
  Depreciation and amortization                                                     5,521           8,128
  Net gain on disposition of equipment                                               (494 )        (2,225)
  Equity in net income from unconsolidated
      special-purpose entities                                                       (305 )          (354)
  Changes in operating assets and liabilities, net:
    Restricted cash                                                                     3             403
    Accounts receivable, net                                                         (764 )          (745)
    Prepaid expenses and other assets                                                  65             202
    Accounts payable and accrued expenses                                          (1,120 )          (210)
    Due to affiliates                                                                (100 )            24
    Lessee deposits and reserve for repairs                                           189          (1,464)
                                                                             -----------------
                                                                                             ---------------
      Net cash provided by operating activities                                     4,412           5,081
                                                                             -------------------------------

Investing activities
Payments for equipment purchases and capital improvements                          (8,285 )          (132)
Payments of acquisition fees to affiliate                                            (414 )            --
Payments of lease negotiation fees to affiliate                                       (92 )            --
Liquidation proceeds from unconsolidated
    special-purpose entity                                                          3,724              --
Distributions from unconsolidated special-purpose entities                          2,882           1,617
Proceeds from disposition of equipment                                              1,487           4,678
                                                                             -------------------------------
      Net cash (used in) provided by investing activities                            (698 )         6,163
                                                                             -------------------------------

Financing activities
Payments of short-term note payable                                                    --          (2,463)
Payments of note payable                                                           (4,481 )        (3,000)
Proceeds from short-term note payable                                               1,600              --
Cash distributions paid to limited partners                                        (7,267 )        (7,310)
Cash distributions paid to General Partner                                           (383 )          (384)
Repurchase of limited partnership units                                               (42 )          (774)
Payment of loan costs                                                                  --              (1)
                                                                             -------------------------------
      Net cash used in financing activities                                       (10,573 )       (13,932)
                                                                             -------------------------------

Net decrease in cash and cash equivalents                                          (6,859 )        (2,688)
Cash and cash equivalents at beginning of period                                    9,884           4,662
                                                                             -------------------------------
Cash and cash equivalents at end of period                                     $    3,025      $    1,974
                                                                             ===============================

Supplemental information
Interest paid                                                                  $    1,091      $    1,355
                                                                               =============================
Supplemental disclosure of noncash investing and financing activities:
  Sale proceeds included in accounts receivable                                $       13      $       --
                                                                             ===============================

</TABLE>





                       See accompanying notes to financial
                                  statements.

<PAGE>

                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1998

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 June 30, 1998 and December 31, 1997, the statements of income
for the three and six months  ended June 30, 1998 and 1997,  the  statements  of
changes in partners'  capital for the period from  December 31, 1996 to June 30,
1998,  and the  statements  of cash flows for the six months ended June 30, 1998
and 1997.  Certain  information and footnote  disclosures  normally  included in
financial  statements  prepared in accordance with generally accepted accounting
principles  have been  condensed  or  omitted  from the  accompanying  financial
statements.  For further information,  reference should be made to the financial
statements and notes thereto included in the Partnership's Annual Report on Form
10-K for the year ended  December  31,  1997,  on file with the  Securities  and
Exchange Commission.

2.   Repurchase of Limited Partnership Units

In 1997,  the  Partnership  agreed to  repurchase  approximately  9,000  limited
partnership units for an aggregate purchase price of up to $0.1 million.  During
the six months  ended June 30,  1998,  the  Partnership  had  repurchased  5,580
limited  partnership  units for $42,000.  The General Partner may repurchase the
additional units in the future.

3.   Cash Distributions

Cash  distributions  are  recorded  when paid and totaled  $3.8 million and $7.7
million for the three and six months ended June 30, 1998 and 1997, respectively.
Cash  distributions  to limited  partners  in excess of net income  represent  a
return of capital.  Cash  distributions  to the limited partners of $6.2 million
and $6.4 million for the six months ended June 30, 1998 and 1997,  respectively,
were  deemed to be a return  of  capital.  Cash  distributions  of $2.7  million
relating  to the  results  from the second  quarter of 1998 were paid during the
third quarter of 1998.

4.   Transactions with General Partner and Affiliates

The Partnership's  proportional share of the affiliated expenses incurred by the
unconsolidated  special-purpose  entities (USPEs) during 1998 and 1997 is listed
in the following table (in thousands of dollars):

<TABLE>
<CAPTION>

                                                     For the Three Months                 For the Six Months
                                                        Ended June 30,                      Ended June 30,
                                                        1998          1997                1998             1997
                                                 --------------------------------------------------------------------


<S>                                                <C>             <C>                 <C>              <C>      
Management fees                                    $      96       $      60           $     187        $     136
Data processing and administrative
   expenses                                               23              15                  48               31
Insurance expense                                         (2)             56                  --              148

</TABLE>

Transportation  Equipment  Indemnity  Company,  Ltd.  (TEI), an affiliate of the
General   Partner,   provided   certain  marine   insurance   coverage  for  the
Partnership's  equipment and other insurance  brokerage services during 1998 and
1997.  TEI did not provide the same insurance  coverage  during 1998 as had been
provided  during 1997.  These  services were provided by an  unaffiliated  third
party.

During 1998,  the  Partnership  received a $0.1 million  loss-of-hire  insurance
refund  from TEI due to lower  claims  from the  insured  Partnership  and other
insured affiliated partnerships.

The balance due to  affiliates  as of June 30, 1998 includes $0.3 million due to
FSI and its  affiliate  for  management  fees and $0.1 million due to affiliated
USPEs. The balance due to affiliates as of

<PAGE>

                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1998

4.   Transactions with General Partner and Affiliates (continued)

December  31,  1997  includes  $0.4  million  due to FSI and its  affiliate  for
management fees and $0.1 million due to affiliated USPEs.

The  Partnership's  proportional  share of  USPE-affiliated  management  fees of
$44,000 and $0.1  million was payable as of June 30, 1998 and December 31, 1997,
respectively.

During the six months ended June 30, 1998,  the  Partnership  purchased a marine
vessel at a cost of $9.2 million and paid FSI $0.5 million for  acquisition  and
lease negotiation fees.

5.   Equipment

Owned  equipment  held for operating  lease is stated at cost. The components of
owned  equipment  held for  operating  leases are as follows  (in  thousands  of
dollars):

<TABLE>
<CAPTION>

                                              June 30,            December 31,
                                                 1998                 1997
                                            -------------------------------------

<S>                                           <C>                  <C>        
Aircraft                                      $   49,838           $    49,838
Marine vessels                                    25,890                16,276
Marine containers                                 14,576                17,592
Rail equipment                                    11,428                11,500
Trailers                                           9,305                 9,696
                                            -------------        --------------
                                                 111,037               104,902
Less accumulated depreciation                    (65,224 )             (62,320)
    Net equipment                             $   45,813           $    42,582
                                            =============        ==============
</TABLE>

As of June 30, 1998 and December 31, 1997,  all of the equipment was on lease or
operating in PLM-affiliated short-term trailer rental facilities.

During March 1998, the  Partnership  purchased a marine vessel for $9.6 million,
including  acquisition  fees of $0.4 million paid to FSI. The Partnership made a
deposit of $0.9 million  toward this purchase in 1997,  which is included in the
balance sheet as of December 31, 1997 as an equipment acquisition deposit.

During the six months ended June 30, 1998,  the  Partnership  disposed of marine
containers,  railcars,  and trailers  with an  aggregate  net book value of $1.0
million for $1.5 million.

During the six months  ended  June 30,  1997,  the  Partnership  disposed  of an
aircraft engine, marine containers,  trailers,  and a railcar, with an aggregate
net book value of $2.5 million, for $4.7 million, which included $1.5 million of
unused engine reserves.





                      (this space intentionally left blank)


<PAGE>




                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1998

6.   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>

                                                                                 June 30,        December 31,
                                                                                     1998              1997

                                                                             ---------------------------------------
   <S>                                                                         <C>                  <C>         
   48% interest in an entity owning a product tanker                           $    7,465           $      8,266
   25% interest in a trust owning two commercial aircraft on direct
            finance lease                                                           2,769                  2,863
   17% interest in two trusts owning three commercial aircraft, two
            aircraft engines, and a portfolio of aircraft rotables                  2,303                  4,027
   50% interest in an entity owning a bulk carrier                                  2,087                  2,277
   50% interest in an entity owning a product tanker                                1,833                  1,547
   60% interest in a trust that owned a commercial aircraft                            --                  3,778
      Net investments                                                          $   16,457           $     22,758
                                                                             =============        ===============
</TABLE>

During the six months ended June 30, 1998, the Partnership  received liquidating
proceeds of $3.7 million from the sale of its interest in an entity that owned a
commercial aircraft which had a net book value of $3.8 million.

7.   Debt

The Partnership made the regularly scheduled  installment payments to the lender
of the senior loan of $4.0  million  during the six months  ended June 30, 1998.
The  Partnership  also paid the lender of the  senior  loan an  additional  $0.5
million from equipment sale proceeds, as required by the loan agreement.

The General  Partner  entered  into a  short-term,  joint $50.0  million  credit
facility.  This facility was amended on June 1, 1998 to temporarily increase the
borrowing  capacity of American  Finance Group,  Inc. (AFG), a subsidiary of PLM
International,  Inc.,  from $50.0 million to $55.0  million  until  September 1,
1998. On June 8, 1998,  this facility was amended again to temporarily  increase
AFG's borrowing capacity from $55.0 million to $60.0 million until July 8, 1998.
As of June 30, 1998,  the  Partnership  had borrowings of $1.6 million under the
short-term,  joint  $60.0  million  credit  facility.  Among the other  eligible
borrowers,  AFG had  borrowings  of $44.8  million and TEC  Acquisub,  Inc.,  an
indirect wholly-owned  subsidiary of PLM International,  Inc., had borrowings of
$2.0 million under the  short-term,  joint $60.0 million  credit  facility as of
June 30, 1998. No other eligible borrower had any outstanding borrowings.

8.   Contingencies

PLM International, Inc. (the Company) and various of its affiliates are named as
defendants  in a lawsuit  filed as a class  action on  January  22,  1997 in the
Circuit Court of Mobile County,  Mobile,  Alabama,  Case No. CV-97-251 (the Koch
action).  The plaintiffs,  who filed the complaint on their own and on behalf of
all class members similarly situated, are six individuals who allegedly invested
in certain California  limited  partnerships (the Funds) for which the Company's
wholly-owned subsidiary, PLM Financial Services, Inc. (FSI), acts as the general
partner,  including the Partnership,  PLM Equipment Growth Funds IV, and VI, and
PLM Equipment  Growth & Income Fund VII. The  complaint  asserts eight causes of
action  against  all  defendants,  as follows:  fraud and  deceit,  suppression,
negligent  misrepresentation  and suppression,  intentional  breach of fiduciary
duty,  negligent breach of fiduciary duty, unjust  enrichment,  conversion,  and
conspiracy.  Additionally,  plaintiffs  allege a cause  of  action  against  PLM
Securities Corp. for breach of third party beneficiary contracts in violation of
the  National   Association  of  Securities  Dealers  rules  of  fair  practice.
Plaintiffs  allege that each  defendant  owed  plaintiffs  and the class certain
duties due to their

<PAGE>

                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1998

8.   Contingencies (continued)

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

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

Following  various  unsuccessful  requests  that the district  court  reverse or
otherwise amend its decisions,  plaintiffs  filed with the U.S. Court of Appeals
for the  Eleventh  Circuit a notice of appeal from the  district  court's  order
granting  defendants'  motion to compel arbitration and to stay the proceedings,
and of the  district  court's  order  denying  plaintiffs'  motion to remand and
dismissing the claims of the California  plaintiff.  This appeal was voluntarily
dismissed by plaintiffs in June 1998 pending  settlement of the Koch action,  as
discussed below.

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

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

In May 1998, all parties to the Koch and Romei actions entered into a memorandum
of  understanding  (MOU)  related to the  settlement of those  actions.  The MOU
contemplates  a settlement  and release of all claims in exchange for payment of
up to $6.0 million. The final settlement amount will depend on the

<PAGE>

                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1998

8)   Contingencies (continued)

number of  authorized  claims filed by authorized  claimants,  the amount of the
administrative costs incurred in connection with the settlement,  and the amount
of attorneys' fees awarded by the Alabama  district court.  The Company will pay
up to $0.3  million of the  settlement,  with the  remainder  being funded by an
insurance  policy.  The defendants  will continue to deny each of the claims and
contentions and admit no liability in connection  with the proposed  settlement.
The settlement remains subject to numerous conditions, including but not limited
to (a)  agreement and  execution by the parties of a settlement  agreement,  (b)
notice  to and  certification  of the  class for  settlement  purposes,  and (c)
preliminary and final approval of the settlement by the Alabama  district court.
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 settlement is not consummated.

9.    Subsequent Event

During July 1998, the  Partnership  repaid its $1.6 million  borrowing under the
short-term joint, $60.0 million credit facility.















                      (this space intentionally left blank)


<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 June 30, 1998 and 1997

(A)       Owned Equipment Operations

Lease revenues less direct expenses on owned equipment  (defined as expenses for
repair and  maintenance,  equipment  operation,  and  asset-specific  insurance)
decreased  during the three months ended June 30, 1998 when compared to the same
period of 1997. The following table presents lease revenues less direct expenses
by owned equipment type (in thousands of dollars):

<TABLE>
<CAPTION>

                                                                           For the Three Months
                                                                              Ended June 30,
                                                                          1998               1997
                                                                      -------------------------------
<S>                                                                     <C>               <C>     
Aircraft and aircraft engines                                           $  2,200          $  2,417
Marine vessels                                                             1,077               897
Trailers                                                                     501               460
Rail equipment                                                               461               534
Marine containers                                                            235               660

</TABLE>

Aircraft and aircraft engines:  Aircraft lease revenues and direct expenses were
$2.2  million and  $19,000,  respectively,  for the three  months ended June 30,
1998, compared to $2.4 million and $22,000, respectively, during the same period
of  1997.  The  decrease  in  aircraft  contribution  was due to the sale of two
commuter aircraft and an aircraft engine during 1997.

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $2.8
million and $1.7  million,  respectively,  for the three  months  ended June 30,
1998, compared to $4.0 million and $3.1 million,  respectively,  during the same
period of 1997. The increase in marine vessel  contribution  was due to the sale
of two marine  vessels  during the  fourth  quarter of 1997 that were  operating
under a voyage  charter  which  had  significantly  higher  lease  revenues  and
operating costs, offset, by the purchase of an additional marine vessel that was
operating  under a bareboat  charter  which  produces  lower lease  revenues and
practically no operating  costs.  The  Partnership  also received a $0.1 million
loss-of-hire   insurance   refund  during  the  second   quarter  of  1998  from
Transportation  Equipment  Indemnity  Company,  Ltd.  (TEI), an affiliate of the
General  Partner,  due to lower  claims from the insured  Partnership  and other
insured affiliated partnerships.

Trailers:  Trailer lease revenues and direct expenses were $0.7 million and $0.2
million,  respectively,  for the three months  ended June 30, 1998,  compared to
$0.6  million and $0.2  million,  respectively,  during the same period of 1997.
Trailer contribution increased during the second quarter of 1998 due to a higher
percentage of Partnership trailers on hire at the PLM affiliated rental yards.

Rail  equipment:  Rail equipment  lease  revenues and direct  expenses were $0.6
million and $0.2  million,  respectively,  for the three  months  ended June 30,
1998, compared to $0.6 million and $0.1 million,  respectively,  during the same
period of 1997. The decrease in railcar contribution was due to required repairs
to certain railcars that were not needed during the same period of 1997.

Marine containers: Marine container lease revenues and direct expenses were $0.2
million and $3,000,  respectively,  for the three  months  ended June 30,  1998,
compared to $0.7  million and  $4,000,  respectively,  during the same period of
1997.  The  number  of  marine  containers  owned  by the  Partnership  has been
declining over the past twelve months due to sales and dispositions.  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 $4.1  million  for the quarter  ended June 30, 1998
decreased from $5.5 million for the same period in 1997.  Significant  variances
are explained as follows:

     (1) A $1.1 million decrease in depreciation and amortization  expenses from
1997  levels was caused  primarily  by the sale of two  marine  vessels  and two
commuter aircraft during 1997, along with the double-declining balance method of
depreciation.  These decreases were partially offset by the purchase of a marine
vessel during the first quarter of 1998.

     (2) A $0.1 million  decrease in interest expense was due to a lower average
debt balance when compared to the same period of 1997.

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

(C) Net Gain on Disposition of Owned Equipment

The net gain on the  disposition  of  equipment  for the second  quarter of 1998
totaled  $0.4  million,  which  resulted  from  the sale of  marine  containers,
railcars and trailers,  with an aggregate  net book value of $0.7  million,  for
proceeds of $1.1 million.  Net gain on  disposition  of equipment for the second
quarter  of 1997  totaled  $2.1  million,  which  resulted  from  the sale of an
aircraft engine,  marine containers,  and a trailer,  with an aggregate net book
value of $2.3 million,  for proceeds of $4.4 million which includes $1.5 million
of unused engine reserves.

(D) Equity in Net Income 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 June 30,
                                                                          1998               1997
                                                                      -------------------------------
<S>                                                                     <C>               <C>       
Marine vessels                                                          $    176          $    (99 )
Aircraft, rotable components, and aircraft engines                            93               304
    Equity in net income of USPEs                                       $    269          $    205
                                   ==================================================================
</TABLE>

Marine vessels:  As of June 30, 1998, the Partnership owned an interest in three
marine vessels.  As of June 30, 1997, the  Partnership  owned an interest in two
marine  vessels.  During the  second  quarter of 1998,  lease  revenues  of $1.7
million were offset by depreciation and administrative expenses of $1.5 million.
During the same period of 1997,  lease  revenues of $0.9  million were offset by
depreciation and administrative expenses of $1.0 million. The primary reason for
the increase in lease  revenues and  depreciation  and  administrative  expenses
during  1998 was the  purchase  of an  interest  in an entity that owns a marine
vessel in the third quarter of 1997.

Aircraft,  rotable  components,  and aircraft  engines:  As of June 30, 1998 and
1997, the  Partnership  had an interest in two trusts that own three  commercial
aircraft,  two aircraft engines, and a portfolio of aircraft rotables,  and also
had an interest in an entity owning two commercial  aircraft on a direct finance
lease.  During the second quarter of 1998,  revenues of $0.3 million were offset
by depreciation  and  administrative  expenses of $0.2 million.  During the same
period of 1997,  lease revenues of $0.6 million were offset by depreciation  and
administrative  expenses of $0.3 million. The decrease in lease revenues was due
to the  renewal  of the  leases  for three  commercial  aircraft,  two  aircraft
engines,  and a portfolio of aircraft rotables at a lower rate than was in place
during the same period of 1997. The decrease in depreciation and  administrative
expenses was due to the  double-declining  balance method of  depreciation  when
compared to the same period of 1997.

(E)      Net Income

As a result of the foregoing, the Partnership's net income for the quarter ended
June 30, 1998 was $1.1 million,  compared to a net income of $1.9 million during
the same period in 1997.  The  Partnership's  ability to acquire,  operate,  and
liquidate assets,  secure leases,  and re-lease those assets whose leases expire
is subject to many  factors,  and the  Partnership's  performance  in the second
quarter of 1998 is not necessarily  indicative of future periods.  In the second
quarter  of 1998,  the  Partnership  distributed  $3.6  million  to the  limited
partners, or $0.40 per weighted-average limited partnership unit.

Comparison of the Partnership's  Operating Results for the Six Months Ended June
30, 1998 and 1997

(A)       Owned Equipment Operations

Lease revenues less direct expenses on owned equipment  (defined as expenses for
repair and  maintenance,  equipment  operation,  and  asset-specific  insurance)
decreased  during the six months  ended June 30, 1998 when  compared to the same
period of 1997. The following table presents lease revenues less direct expenses
by owned equipment type (in thousands of dollars):

<TABLE>
<CAPTION>

                                                                            For the Six Months
                                                                              Ended June 30,
                                                                          1998               1997
                                                                      -------------------------------
<S>                                                                     <C>               <C>     
Aircraft and aircraft engines                                           $  4,406          $  4,953
Marine vessels                                                             1,075             1,952
Rail equipment                                                             1,047             1,118
Trailers                                                                   1,016               883
Marine containers                                                            761             1,131

</TABLE>

Aircraft and aircraft engines:  Aircraft lease revenues and direct expenses were
$4.4 million and $40,000,  respectively, for the six months ended June 30, 1998,
compared to $5.0  million and $42,000,  respectively,  during the same period of
1997. The decrease in aircraft  contribution was due to the sale of two commuter
aircraft and an aircraft engine during 1997.

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $4.0
million and $2.9 million,  respectively, for the six months ended June 30, 1998,
compared to $7.7 million and $5.7 million, respectively,  during the same period
of 1997. The decrease in marine vessel  contribution  was due to the sale of two
marine  vessels  during  the  fourth  quarter  of 1997,  offset in part,  by the
purchase of an  additional  marine vessel during March 1998 and the receipt of a
$0.1 million loss-of-hire insurance refund from TEI due to lower claims from the
insured Partnership and other insured affiliated partnerships.

Rail  equipment:  Rail equipment  lease  revenues and direct  expenses were $1.3
million and $0.2 million,  respectively, for the six months ended June 30, 1998,
compared to $1.3 million and $0.2 million, respectively,  during the same period
of 1997.  The decrease in railcar  contribution  was due to required  repairs to
certain railcars that were not needed during the same period of 1997.

Trailers:  Trailer lease revenues and direct expenses were $1.3 million and $0.3
million,  respectively, for the six months ended June 30, 1998, compared to $1.3
million and $0.4 million, respectively,  during the same period of 1997. Trailer
contribution  increased  during the six months of 1998 due to fewer  maintenance
repairs needed to trailers at the PLM affiliated rental yards.

Marine containers: Marine container lease revenues and direct expenses were $0.8
million  and  $6,000,  respectively,  for the six months  ended  June 30,  1998,
compared to $1.1  million and  $9,000,  respectively,  during the same period of
1997.  The  number  of  marine  containers  owned  by the  Partnership  has been
declining over the past 12 months due to sales and  dispositions.  The result of
this declining fleet has been a decrease in marine container contribution.

(B) Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses of $7.9 million for the six months ended June 30, 1998
decreased from $11.4 million for the same period in 1997.  Significant variances
are explained as follows:

     (1) A $2.6 million decrease in depreciation and amortization  expenses from
1997  levels was caused  primarily  by the sale of two  marine  vessels  and two
commuter  aircraft during 1997 and equipment  sales during 1998,  along with the
double-declining balance method of depreciation.  These decreases were partially
offset by the purchase of a marine vessel during the first quarter of 1998.

     (2) A $0.3 million  decrease in bad debt  expenses was due to a decrease in
the General Partner's  evaluation of the  collectability of receivables due from
certain lessees.

     (3) A $0.3 million  decrease in interest expense was due to a lower average
debt balance when compared to the same period of 1997.

     (4) A $0.2 million  decrease in  management  fees to  affiliate  was due to
lower lease revenues.

(C) Net Gain on Disposition of Owned Equipment

The net gain on the  disposition  of equipment for the six months ended June 30,
1998 totaled $0.5 million,  which  resulted from the sale of marine  containers,
railcars,  and trailers,  with an aggregate net book value of $1.0 million,  for
proceeds of $1.5 million.  The net gain on disposition of equipment for the same
period of 1997 totaled $2.2 million, which resulted from the sale of an aircraft
engine, marine containers,  trailers,  and a railcar, with an aggregate net book
value of $2.5 million, for proceeds of $4.7, million which included $1.5 million
of unused engine reserves.

(D) Equity in Net Income 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 Six Months
                                                                              Ended June 30,
                                                                          1998               1997
                                                                      -------------------------------
<S>                                                                     <C>               <C>     
Aircraft, rotable components, and aircraft engines                      $    158          $    612
Marine vessels                                                               147              (258 )
    Equity in net income of USPEs                                       $    305          $    354
                                   ==================================================================
</TABLE>

Aircraft,  rotable  components,  and aircraft  engines:  As of June 30, 1998 and
1997, the  Partnership  had an interest in two trusts that own three  commercial
aircraft,  two aircraft engines, and a portfolio of aircraft rotables,  and also
had an interest in an entity owning two commercial  aircraft on a direct finance
lease.  During the six months ended June 30, 1998, revenues of $0.6 million were
offset by depreciation and administrative  expenses of $0.4 million.  During the
same period of 1997,  lease revenues of $1.1 million were offset by depreciation
and administrative  expenses of $0.5 million.  The decrease in lease revenues is
due to the renewal of the leases for three  commercial  aircraft,  two  aircraft
engines,  and a portfolio of aircraft rotables at lower rates than were in place
during the same period of 1997. The decrease in depreciation and  administrative
expenses,   when  compared  to  the  same  period  of  1997,   was  due  to  the
double-declining balance method of depreciation.

Marine vessels:  As of June 30, 1998, the Partnership owned an interest in three
marine vessels.  As of June 30, 1997, the  Partnership  owned an interest in two
marine  vessels.  During the six months ended June 30, 1998,  lease  revenues of
$3.3 million were offset by  depreciation  and  administrative  expenses of $3.1
million.  During the same period of 1997,  lease  revenues of $1.7  million were
offset by depreciation and administrative  expenses of $2.0 million. The primary
reason for the increase in lease revenues and  depreciation  and  administrative
expenses  during  1998 was the  purchase of an interest in an entity that owns a
marine vessel in the third quarter of 1997.

(E)      Net Income

As a result of the foregoing,  the  Partnership's  net income for the six months
ended June 30, 1998 was $1.4  million,  compared to a net income of $1.3 million
during the same period in 1997. The Partnership's  ability to acquire,  operate,
and liquidate  assets,  secure  leases,  and re-lease  those assets whose leases
expire is subject to many factors, and the Partnership's  performance during the
six months ended June 30, 1998 is not necessarily  indicative of future periods.
In the six months ended June 30, 1998, the Partnership  distributed $7.3 million
to the limited partners, or $0.80 per weighted-average limited partnership unit.

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

For the six months ended June 30, 1998, the  Partnership  generated $7.3 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 six months ended June
30, 1998 of $7.6 million) to the partners, but also used undistributed available
cash from prior periods of $0.3 million.

During the six months ended June 30, 1998, the Partnership  sold owned equipment
and  received  aggregate  proceeds of $1.5  million.  The  Partnership  received
liquidating  proceeds of $3.7 million from the sale of its interest in an entity
that owned a commercial aircraft which had a net book value of $3.8 million.

During the six months ended June 30, 1998,  the  Partnership  purchased a marine
vessel for $9.7 million,  including  acquisition and lease  negotiation  fees of
$0.5 million paid to PLM Financial Services,  Inc. (FSI or the General Partner).
FSI is a wholly-owned subsidiary of PLM International, Inc. The Partnership made
a $0.9 million deposit on this marine vessel in 1997.

The Partnership made the regularly scheduled  installment payments to the lender
of the senior loan of $4.0  million  during the six months  ended June 30, 1998.
The  Partnership  also paid the lender of the  senior  loan an  additional  $0.5
million from  equipment sale proceeds,  as required by the loan  agreement.  The
Partnership is scheduled to make quarterly  installments  of $2.0 million to the
lender through the year 2001 and a percentage of equipment sale proceeds.

The General  Partner has entered into a short-term,  joint $50.0 million  credit
facility.  This facility was amended on June 1, 1998 to temporarily increase the
borrowing  capacity of American  Finance Group,  Inc. (AFG), a subsidiary of PLM
International,  Inc.,  from $50.0 million to $55.0  million  until  September 1,
1998.  As of August 11,  1998,  TEC  Acquisub,  Inc.,  an indirect  wholly-owned
subsidiary of PLM  International,  Inc.,  had borrowings of $2.0 million and AFG
had borrowings of $43.0 million under the short-term  joint $55.0 million credit
facility. No other eligible borrower had any outstanding borrowings.

(III) YEAR 2000 COMPLIANCE

The General  Partner is currently  addressing  the Year 2000  computer  software
issue and is creating a timetable  for  carrying  out any program  modifications
that may be required.  The General  Partner does not anticipate that the cost of
those modifications allocable to the Partnership will be material.

(IV)  ACCOUNTING PRONOUNCEMENTS

In  June  1997,  the  Financial   Accounting  Standards  Board  issued  two  new
statements:  SFAS No. 130,  "Reporting  Comprehensive  Income,"  which  requires
enterprises to report,  by major  component and in total,  all changes in equity
from  nonowner  sources;  and SFAS No. 131,  "Disclosures  about  Segments of an
Enterprise  and  Related  Information,"  which  establishes  annual and  interim
reporting  standards  for a public  company's  operating  segments  and  related
disclosures about its products, services, geographic areas, and major customers.
Both statements are effective for the  Partnership's  fiscal year ended December
31, 1998. The effect of adoption of these statements will be limited to the form
and  content  of  the   Partnership's   disclosures  and  will  not  impact  the
Partnership's results of operations, cash flow, or financial position.

In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
"Accounting   for  Derivative   Instruments  and  Hedging   Activities",   which
standardizes  the  accounting  for  derivative  instruments,  including  certain
derivative instruments embedded in other contracts,  by requiring that an entity
recognize  those items as assets or  liabilities  in the  statement of financial
position and measure  them at fair value.  This  statement is effective  for all
quarters of fiscal years beginning after June 15, 1999. As of June 30, 1998, the
General  Partner  is  reviewing  the  effect  this  standard  will  have  on the
Partnership's consolidated financial statements.

(V)   OUTLOOK FOR THE FUTURE

Several factors may affect the Partnership's  operating  performance in 1998 and
beyond,  including  changes in the markets for the  Partnership's  equipment and
changes in the regulatory environment in which that equipment operates.

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

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

The  Partnership  intends to use  excess  cash flow,  if any,  after  payment of
expenses,  loan  principal,  and  cash  distributions,   to  acquire  additional
equipment  during  the  first  seven  years  of  Partnership  operations,  which
concludes   December  31,  1998.  The  General   Partner   believes  that  these
acquisitions may cause the Partnership to generate  additional earnings and cash
flow for the Partnership.

(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.













                                       (this space intentionally left blank)


<PAGE>






                           PART II - OTHER INFORMATION


Item 6.           Exhibits and Reports on Form 8-K

         (a)      Exhibits

         10.1     First Amendment to Restated Warehousing Credit Agreement among
                  American  Finance  Group,  Inc.,  First Union National Bank of
                  North  Carolina,  and  Bank of  Montreal,  dated as of June 1,
                  1998.

         10.2     Second  Amendment  to Restated  Warehousing  Credit  Agreement
                  among American Finance Group, Inc., First Union National Bank,
                  and Bank of Montreal, dated as of June 8, 1998.

         (b)      Reports on Form 8-K

                  None.






<PAGE>



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



                                            PLM EQUIPMENT GROWTH FUND V

                                            By:    PLM Financial Services, Inc.
                                                   General Partner



Date:  August 11, 1998                      By:    /s/ Richard K Brock
                                                   -------------------
                                                   Richard K Brock
                                                   Vice President and
                                                   Corporate Controller
























<PAGE>