**UNITED
                STATES****SECURITIES
                AND EXCHANGE COMMISSION****Washington,
                D.C. 20549****____________________****FORM
                10-QSB/A****(Amendment
                No. 1)****[X]
                Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
                Exchange Act of 1934****For
                the fiscal quarter ended September 30, 2005.****[
                ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
                Exchange Act of 1934****For
                the transition period from to****Commission
                file number 01-19203****_______________________****PLM
                EQUIPMENT GROWTH FUND V********(Exact
                name of Registrant as specified in its
                charter)****California      94-3104548****(State
                or other jurisdiction of    (I.R.S.
                Employer****incorporation
                or organization)    Identification
                No.)****405
                Lexington Avenue, 67th floor****.********New
                York, NY      10174****(Address
                of principal executive offices)  (Zip
                code)**Registrant's
                telephone number, including area code**:**(212)
                682-3344**_______________________**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. YesXNoTransitional
                Small Business Disclosure Format: YesNoXAggregate
                market value of voting stock: N/A





-1-























**EXPLANATORY
      NOTE**























This
      Form
      10-QSB/A (Amendment No. 1) is being filed with the U.S. Securities and Exchange
      Commission in order to reflect the restatement of the Partnership’s unaudited
      condensed balance sheets at September 30, 2005 and December 31, 2004, condensed
      statements of income for the three and nine months ended September 30, 2005,
      condensed statements of changes in partners’ capital for the period from
      December 31, 2004 to September 30, 2005, and the condensed statements of cash
      flows for the nine months ended September 30, 2005. All financial data in this
      report reflects the effects of the restatement. See Note 1 to the unaudited
      condensed financial statements for details relating to this restatement. As
      a
      result of this restatement, investors should not rely upon the Form 10-QSB/A
      filed with the Securities and Exchange Commission on November 11,
      2005.






































-2-


**PART
      I**





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


(unaudited)


September
                30,
            
            December
                31,**Assets**
            
            
            2005
            
            
            2004


(As
      restated,  (As
      restated,


see
      Note
      1)  see
      Note
      1)


Equipment
                held for operating leases, at cost
            
            $
            19,854
            
            $
            24,937Less
                accumulated depreciation
            
            
            (19,795
            )
            
            (24,869
            )Net
                equipment
            
            
            59
            
            
            68Cash
                and cash equivalents
            
            
            19,925
            
            
            5,736Marketable
                securities
            
            
            722
            
            
            672Accounts
                and other receivables, less allowance for doubtfulaccounts
                of $100 in 2005 and $-0- in 2004
            
            
            122
            
            
            959Equity
                investments in affiliated entities
            
            
            8,245
            
            
            11,214Other
                assets
            
            
            173
            
            
            214Assets
                held for sale
            
            
            41
            
            
            12,374Total
                assets
            
            $
            29,287
            
            $
            31,237**Liabilities
                and partners’ capital**LiabilitiesAccounts
                payable and accrued expenses
            
            $
            78
            
            $
            72Due
                to affiliates
            
            
            13
            
            
            18Reserve
                for repairs
            
            
            --
            
            
            500Lessee
                deposits
            
            
            210
            
            
            404Liabilities
                held for sale
            
            
            98
            
            
            962Total
                liabilities
            
            
            399
            
            
            1,956Commitments
                and contingenciesPartners'
                capitalLimited
                partners (8,478,448 limited partnership units outstanding)
            
            
            28,888
            
            
            29,281General
                Partner
            
            
            --
            
            
            --Total
                partners' capital
            
            
            28,888
            
            
            29,281Total
                liabilities and partners' capital
            
            $
            29,287
            
            $
            31,237





























See
      accompanying notes to unaudited condensed financial statements.


-3-





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


(unaudited)





For
                the Three Months
            For
                the Nine MonthsEnded
                September 30,
            Ended
                September 30,2005
            
            
            2004
            
            
            2005
            
            
            2004


(As
      restated,  (As
      restated,


see
      Note 1)  see
      Note
      1)


**Revenues**Lease
                revenue
            
            $
            240
            
            $
            338
            
            $
            720
            
            $
            1,086Interest
                and other income
            
            
            157
            
            
            880
            
            
            302
            
            
            963Gain
                on disposition of equipment
            
            
            71
            
            
            222
            
            
            1,157
            
            
            596Total
                revenues
            
            
            468
            
            
            1,440
            
            
            2,179
            
            
            2,645**Expenses**Depreciation
                and amortization
            
            
            3
            
            
            67
            
            
            11
            
            
            644Operations
                support
            
            
            2
            
            
            87
            
            
            7
            
            
            283Management
                fees to affiliate
            
            
            8
            
            
            43
            
            
            36
            
            
            102General
                and administrative expensesto
                affiliates
            
            
            11
            
            
            47
            
            
            33
            
            
            180Other
                general and administrative expenses
            
            
            131
            
            
            153
            
            
            421
            
            
            925Provision
                for (recovery of) bad debts
            
            
            100
            
            
            (580
            )
            
            100
            
            
            (1,296
            )Total
                expenses
            
            
            255
            
            
            (183
            )
            
            608
            
            
            838Equity
                in net loss of equity investments
            
            
            (783
            )
            
            (292
            )
            
            (1,641
            )
            
            (230
            )(Loss)
                income from continuing operations
            
            
            (570
            )
            
            1,331
            
            
            (70
            )
            
            1,577Loss
                from operation of discontinued operations
            
            
            (175
            )
            
            (491
            )
            
            (516
            )
            
            (215
            )Gain
                on disposition of discontinued operations
            
            
            4,420
            
            
            --
            
            
            4,678
            
            
            --Net
                income
            
            
            3,675
            
            
            840
            
            
            4,092
            
            
            1,362Other
                comprehensive lossUnrealized
                holding losses
            
            
            (89
            )
            
            --
            
            
            (23
            )
            
            --Comprehensive
                income
            
            $
            3,586
            
            $
            840
            
            $
            4,069
            
            $
            1,362**Partners’
                share of net income**Limited
                partners
            
            $
            3,675
            
            $
            840
            
            $
            3,869
            
            $
            1,362General
                Partner
            
            
            --
            
            
            --
            
            
            223
            
            
            --Total
            
            $
            3,675
            
            $
            840
            
            $
            4,092
            
            $
            1,362Limited
                partners' basic earnings (loss) perweighted-average
                limited partnership unit:(Loss)
                income from continuing operations
            
            $
            (0.07
            )
            $
            0.16
            
            $
            (0.03
            )
            $
            0.19Loss
                from operation of discontinuedoperations
            
            
            (0.02
            )
            
            (0.06
            )
            
            (0.06
            )
            
            (0.03
            )Gain
                on disposition of discontinued operations
            
            
            0.52
            
            
            --
            
            
            0.55
            
            
            --$
            0.43
            
            $
            0.10
            
            $
            0.46
            
            $
            0.16


See
      accompanying notes to unaudited condensed financial statements.


-4-





**PLM
                EQUIPMENT GROWTH FUND V****(
                A Limited Partnership)****CONDENSED
                STATEMENTS OF CHANGES IN PARTNERS' CAPITAL****For
                the Period from December 31, 2004 to September 30,
                2005**(in
                thousands of dollars)


(unaudited)

















Limited
            
            GeneralPartners
            
            Partner
            
            TotalPartners’
                capital as of December 31, 2004$
            29,281
            
            $
            --
            
            $
            29,281(As
              restated, see Note 1)Comprehensive
                income (loss):Net
                income
            
            
            3,869
            
            
            223
            
            
            4,092Unrealized
                losses from available-for-salesecurities
            
            
            (23
            )
            
            --
            
            
            (23
            )Comprehensive
                income
            
            
            3,846
            
            
            223
            
            
            4,069Cash
                distribution
            
            
            (4,239
            )
            
            (223
            )
            
            (4,462
            )Partners'
                capital as of September 30, 2005
              (As
                restated, see Note 1)
            
            $
            28,888
            
            $
            --
            
            $
            28,888




























































































See
      accompanying notes to unaudited condensed financial statements.


-5-





**PLM
                EQUIPMENT GROWTH FUND V****(A
                Limited Partnership)****CONDENSED
                STATEMENTS OF CASH FLOWS**(in
                thousands of dollars)(unaudited)





For
                the Nine MonthsEnded
                September 30,2005
            
            
            2004


(As
      restated,


see
      Note
      1)


**Operating
                activities**(Loss)
                income from continuing operations
            
            $
            (70
            )
            $
            1,577Adjustments
                to reconcile (loss) income from continuing operationsto
                net cash provided by (used in) operating activities:Depreciation
                and amortization
            
            
            11
            
            
            644Provision
                for (recovery of) bad debts
            
            
            100
            
            
            (1,296
            )Non-cash
                interest and other income
            
            
            (73
            )
            
            --Gain
                on disposition of equipment
            
            
            (1,157
            )
            
            (596
            )Equity
                in net loss from equity investments
            
            
            1,641
            
            
            230Operating
                distributions from (contributions to) equity investments
            
            
            1,328
            
            
            (20
            )Changes
                in operating assets and liabilities:Accounts
                and other receivables
            
            
            737
            
            
            2,033Other
                assets
            
            
            (19
            )
            
            78Accounts
                payable and accrued expenses
            
            
            6
            
            
            (80
            )Due
                to affiliates
            
            
            (5
            )
            
            (19
            )Lessee
                deposits
            
            
            (194
            )
            
            (9
            )Cash
                provided by operating activities of continuing operations
            
            
            2,305
            
            
            2,542Cash
                provided by operating activities of discontinuedoperations
            
            
            1,367
            
            
            509Net
                cash provided by operating activities
            
            
            3,672
            
            
            3,051**Investing
                activities**Investments
                in equity investments
            
            
            --
            
            
            (22,774
            )Non-operating
                distributions from equity investments
            
            
            --
            
            
            17,225Decrease
                in restricted cash
            
            
            --
            
            
            60Payments
                on finance lease receivable
            
            
            58
            
            
            --Proceeds
                from disposition of equipment
            
            
            657
            
            
            2,072Cash
                provided by (used in) investing activities of continuingoperations
            
            
            715
            
            
            (3,417
            )Cash
                provided by (used in) investing activities of discontinuedoperations
            
            
            14,996
            
            
            (7,177
            )Net
                cash provided by (used in) investing activities
            
            
            15,711
            
            
            (10,594
            )**Financing
                activities**Cash
                distribution paid to limited partners
            
            
            (4,239
            )
            
            --Cash
                distribution paid to General Partner
            
            
            (223
            )
            
            --Cash
                used in financing activities from continuing operations
            
            
            (4,462
            )
            
            --Cash
                used in financing activities of discontinued operations
            
            
            (732
            )
            
            (334
            )Net
                cash used in financing activities
            
            
            (5,194
            )
            
            (334
            )Net
                increase (decrease) in cash and cash equivalents
            
            
            14,189
            
            
            (7,877
            )Cash
                and cash equivalents at beginning of period
            
            
            5,736
            
            
            18,049Cash
                and cash equivalents at end of period
            
            $
            19,925
            
            $
            10,172





See
      accompanying notes to unaudited condensed financial statements.


-6-


**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





1.  Restatement
      of Financial Statements





In
      October 2004 and June 2005, PLM Equipment Growth Fund V (the Partnership),
      in
      settlement of an unsecured bankruptcy claim, received Canadian dollar
      denominated marketable securities in a publicly traded Canadian entity. The
      Partnership did not reflect the fair market value of these securities in its
      statements of income or balance sheet as of the dates of receipt nor did it
      reflect the fair value of such securities in subsequent financial statements
      for
      each subsequent quarter through and including December 31, 2005. On May 10,
      2006, PLM Financial Services, Inc. (FSI or the General Partner) determined
      that
      the proper accounting treatment for such securities was to account for them
      as
      available-for-sale securities and to include the fair value of the securities
      in
      income during the quarter that they were received and to reflect subsequent
      changes in the fair value of the securities as a component of comprehensive
      income or loss and to reflect foreign currency transaction gains of losses,
      if
      any, within net income (loss). As a result, the Partnership’s unaudited
      condensed balance sheets at September 30, 2005 and December 31, 2004, condensed
      statements of income for the three and nine months ended September 30, 2005,
      condensed statements of changes in partners’ capital for the period from
      December 31, 2004 to September 30, 2005, and the condensed statements of cash
      flows for the nine months ended September 30, 2005 have been restated from
      the
      amounts previously reported. The principal effects of this restatement were
      to
      increase comprehensive income (loss), total assets and partners' capital for
      such periods.





A
      summary
      of the significant effects of the restatement is as follows:





As
      of December 31,
      2004


AsPreviously
            
            
            
            AsReported
            
            Adjustment
            
            RestatedMarketable
                securities
            
            $
            --
            
            $
            672
            
            $
            672Total
                assets
            
            
            30,565
            
            
            672
            
            
            31,237Limited
                partners’ capital
            
            
            28,609
            
            
            672
            
            
            29,281Total
                partners’ capital
            
            
            28,609
            
            
            672
            
            
            29,281Total
                liabilities and partners’ capital
            
            
            30,565
            
            
            672
            
            
            31,237





As
      of September 30,
      2005


AsPreviously
            
            
            
            AsReported
            
            Adjustment
            
            RestatedMarketable
                securities
            
            $
            --
            
            $
            722
            
            $
            722Total
                assets
            
            
            28,565
            
            
            722
            
            
            29,287Limited
                partners’ capital
            
            
            28,166
            
            
            722
            
            
            28,888Total
                partners’ capital
            
            
            28,166
            
            
            722
            
            
            28,888Total
                liabilities and partners’ capital
            
            
            28,565
            
            
            722
            
            
            29,287





For
      the
      Three Months Ended September 30, 2005


AsPreviously
            
            
            
            AsReported
            
            Adjustment
            
            RestatedInterest
                and other income
            
            $
            119
            
            $
            38
            
            $
            157Total
                revenues
            
            
            430
            
            
            38
            
            
            468(Loss)
                income from continuing operations
            
            
            (608
            )
            
            38
            
            
            (570
            )Net
                income
            
            
            3,637
            
            
            38
            
            
            3,675Other
                comprehensive loss:Unrealized
                loss on marketable securities
            
            
            --
            
            
            (89
            )
            
            (89
            )Comprehensive
                income (loss)
            
            
            3,637
            
            
            (51
            )
            
            3,586Limited
                partners share of net income
            
            
            3,637
            
            
            38
            
            
            3,675





-7-





**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





1.  Restatement
      of Financial Statements (continued)





For
      the Nine Months
      Ended September 30, 2005


AsPreviously
            
            
            
            AsReported
            
            Adjustment
            
            RestatedInterest
                and other income
            
            $
            229
            
            $
            73
            
            $
            302Total
                revenues
            
            
            2,106
            
            
            73
            
            
            2,179(Loss)
                Income from continuing operations
            
            
            (143
            )
            
            73
            
            
            (70
            )Net
                income
            
            
            4,019
            
            
            73
            
            
            4,092Other
                comprehensive loss:Unrealized
                loss on marketable securities
            
            
            --
            
            
            (23
            )
            
            (23
            )Comprehensive
                income
            
            
            4,019
            
            
            50
            
            
            4,069Limited
                partners share of net income
            
            
            3,796
            
            
            73
            
            
            3,869Limited
                partners' basic earnings perweighted-average
                limited partnership unit:
            
            
            0.45
            
            
            0.01
            
            
            0.46





As
      a part
      of the review of this transaction, the Partnership adopted the following
      accounting policies:





Marketable
      Securities





The
      Partnership’s marketable securities are considered available-for-sale and are
      reported at fair value with unrealized gains and losses recorded as accumulated
      other comprehensive income or loss in partners' capital. Realized gains and
      losses are calculated based on the specific identification method.
      Other-than-temporary declines in market value from original cost are charged
      to
      other expense in the period in which the loss occurs. In determining whether
      an
      other-than-temporary decline in the market value has occurred, the Partnership
      considers the duration that, and extent to which, market value is below original
      cost. Realized gains and losses and other than temporary declines in market
      value from original cost are included in other income and expense in the
      statement of income.





Comprehensive
      (Loss) Income





Components
      of comprehensive (loss) income includes net (loss) income and unrealized gains
      on available-for-sale securities.





Foreign
      Currency Transactions





Any
      gains
      or losses on foreign currency transactions consist of those related to Canadian
      denominated marketable securities and are included in other income.





2.  Basis
      of Presentation





The
      unaudited financial statements presented herein are prepared in conformity
      with
      generally accepted accounting principles in the United States of America and
      the
      instructions for preparing Form 10-QSB/A under Rule 310 of Regulation S-B of
      the
      Securities and Exchange Commission. Rule 310 provides that disclosures that
      would substantially duplicate those contained in the most recent annual report
      may be omitted from interim financial statements. The accompanying unaudited
      condensed financial statements have been prepared on that basis and, therefore,
      should be read in conjunction with the financial statements and notes presented
      in the 2004 Annual Report (Form 10-KSB) of the Partnership on file with the
      United States Securities and Exchange Commission. Except as disclosed herein,
      there have been no material changes to the information presented in the notes
      to
      the 2004 Annual Report in Form 10-KSB.





In
      the
      opinion of the General Partner, all adjustments necessary, consisting primarily
      of normal recurring accruals, to present fairly the Partnership’s unaudited
      condensed balance sheets at September 30, 2005 and December 31, 2004, condensed
      statements of income for the three and nine months ended September 30, 2005
      and
      2004, condensed statements of changes in partners’ capital for the period from
      December 31, 2004 to September 30, 2005, and the condensed statements of cash
      flows for the nine months ended September 30, 2005 and 2004 have been made
      and
      are reflected.


-8-





**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





2.  Basis
      of Presentation (continued)





In
      the
      second quarter of 2005, the Partnership sold its remaining marine container
      portfolio. During the third quarter of 2005, the Partnership and an investment
      entity in which the Partnership has an interest, sold all of their remaining
      railcars. Consequently, the results from these operations have been classified
      as discontinued operations and prior periods have been restated. (See Note
      5 to
      the unaudited condensed financial statements)





3.  Schedule
      of Partnership Phases





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





4.  Reclassifications





Certain
      amounts previously reported have been reclassified to conform to the 2005
      presentation. These reclassifications did not have any effect on net income.





5.  Marketable
      Securities (as
      restated)





As
      of
      September 30, 2005 and December 31, 2004, the Partnership held Canadian dollar
      marketable securities in a publicly traded Canadian company. During the nine
      months ended September 30, 2005, the Partnership received an additional
      distribution, as part of the same bankruptcy settlement, of Canadian denominated
      marketable securities with a fair market value of $35,000 in the same publicly
      traded entity. During the nine months ended September 30, 2005, the Partnership
      did not sell nor purchase any securities. The change in the carrying value
      of
      marketable securities is due to changes in the market price of the securities
      and the receipt of additional securities.





6.  Cash
      Distributions





Cash
      distributions are recorded when declared.





For
      the
      nine months ended September 30, 2005, cash distributions declared and paid
      totaled $4.2 million ($0.50 per limited partnership unit) to the limited
      partners and $0.2 million to the General Partner. No cash distributions were
      declared or paid to the limited partners or General Partner during the nine
      months ended September 30, 2004 or the three months ended September 30, 2005
      and
      2004. (See Note 15 to the unaudited condensed financial statements)





7.  Discontinued
      Operations





During
      the second quarter of 2005, the General Partner sold its remaining marine
      containers with a net book value of $-0- for proceeds of $0.3 million resulting
      in a gain of $0.3 million.





-9-


**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





7.  Discontinued
      Operations (continued)





In
      the
      third quarter of 2005, the Partnership and several affiliated entities
      (collectively, the Sellers), including PLM Rail Partners (Rail Partners), an
      entity in which the Partnership has a 23% ownership interest, entered into
      an
      Asset Purchase Agreement to sell the railcar business of the Sellers, which
      includes railcars owned and leased by the Sellers as well as management
      contracts pursuant to which the Sellers manage the railcars of third parties.
      The sale of the railcar business was completed on August 18, 2005.





The
      Partnership received net proceeds of $14.4 million from the disposition of
      its
      railcar assets including its interest in Rail Partners resulting in a gain
      on
      disposition of discontinued operations of $4.4 million. The amount received
      by
      the Partnership and Rail Partners was based on the appraised value of the
      railcars sold by the Partnership and Rail Partners to the purchaser, as
      determined by an independent third party appraiser or, for railcars manufactured
      in 2005, the greater of the appraised value or the actual cost. The proceeds
      received from Rail Partners by the Partnership was net of Rail Partner's
      repayment of its debt.





Concurrent
      with the sale of the Partnership's railcar assets, the Partnership terminated
      its $15.0 million railcar loan facility and expensed the remaining unamortized
      portion of debt placement fees related to this facility of $0.1 million. There
      were no amounts due to the lender at the time of termination nor any penalties
      due associated with the termination.





Accordingly,
      the Partnership's railcar leasing operations including its equity investment
      in
      Rail Partners and marine container leasing operations are accounted for as
      discontinued operations.





Net
      income (loss) from discontinued operations for the three and nine months ended
      September 30, 2005 and 2004 are as follows (in thousands of
      dollars):





For
                the Three Months Ended
            
            For
                the Nine Months EndedSeptember
                30,
            
            September
                30,2005
            
            2004
            
            2005
            
            2004RevenuesLease
                revenue
            
            $
            206
            
            $
            281
            
            $
            877
            
            $
            1,404Interest
                and other income
            
            
            3
            
            
            10
            
            
            16
            
            
            11Gain
                on disposition of equipment
            
            
            110
            
            
            59
            
            
            118
            
            
            423Total
                revenues
            
            
            319
            
            
            350
            
            
            1,011
            
            
            1,838ExpensesDepreciation
                and amortization
            
            
            225
            
            
            379
            
            
            918
            
            
            1,102Operations
                support
            
            
            3
            
            
            (9
            )
            
            12
            
            
            260Management
                fees to affiliate
            
            
            16
            
            
            24
            
            
            62
            
            
            87Interest
                expense
            
            
            116
            
            
            107
            
            
            261
            
            
            152General
                and administrative expensesto
                affiliates
            
            
            25
            
            
            31
            
            
            77
            
            
            121General
                and administrative expenses
            
            
            53
            
            
            71
            
            
            60
            
            
            90Impairment
                loss on equipment
            
            
            --
            
            
            183
            
            
            --
            
            
            183(Recovery
                of) provision for bad debts
            
            
            (34
            )
            
            9
            
            
            (10
            )
            
            12Total
                expenses
            
            
            404
            
            
            795
            
            
            1,380
            
            
            2,007Equity
                in net loss of equity investments
            
            
            (90
            )
            
            (46
            )
            
            (147
            )
            
            (46
            )Loss
                from operations of discontinued operations
            
            $
            (175
            )
            $
            (491
            )
            $
            (516
            )
            $
            (215
            )Gain
                on disposition of discontinued operation
            
            $
            4,420
            
            $
            --
            
            $
            4,678
            
            $
            --





-10-


**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





7.  Discontinued
      Operations (continued)





Assets
      and liabilities held for sale as of September 30, 2005 and December 31, 2004
      are
      as follows (in thousands of dollars):





September
                30,
            
            December
                31,**Assets**
            
            2005
            
            2004Equipment
                held for operating leases, net
            
            $
            --
            
            $
            9,820Restricted
                cash
            
            
            --
            
            
            1,998Accounts
                receivable, net
            
            
            38
            
            
            330Other
                assets, net
            
            
            3
            
            
            226Total
                assets held for sale
            
            $
            41
            
            $
            12,374**Liabilities**Account
                payable and other liabilities
            
            $
            25
            
            $
            216Due
                to affiliates
            
            
            2
            
            
            5Non-recourse
                debt
            
            
            --
            
            
            732Lessee
                deposits
            
            
            10
            
            
            9Equity
                investment in affiliated entity
            
            
            61
            
            
            --Total
                liabilities held for sale
            
            $
            98
            
            $
            962





Transactions
      with General Partner and Affiliates - Discontinued Operations





During
      the three and nine months ended September 30, 2005 and 2004, the Partnership's
      discontinued operations incurred these types of costs to FSI or its affiliates;
      acquisition, lease negotiation, and management fees and data processing and
      administrative expenses. The components of these fees and expenses incurred
      to
      FSI or its affiliates were as follows (in thousands of dollars):





Owned
                Equipment
            
            Equity
                InvestmentsFor
                the three months ended September 30,
            
            2005
            
            2004
            
            2005
            
            2004Management
                fees
            
            $
            16
            
            $
            24
            
            $
            10
            
            $
            24Data
                processing and administrativeexpenses
            
            
            25
            
            
            31
            
            
            35
            
            
            22





Owned
                Equipment
            
            Equity
                InvestmentsFor
                the nine months ended September 30,
            
            2005
            
            2004
            
            2005
            
            2004Acquisition
                fees
            
            $
            84
            
            $
            554
            
            $
            --
            
            $
            --Lease
                negotiation fees
            
            
            19
            
            
            123
            
            
            --
            
            
            --Management
                fees
            
            
            62
            
            
            87
            
            
            54
            
            
            24Data
                processing and administrativeexpenses
            
            
            77
            
            
            121
            
            
            87
            
            
            22





During
      the nine months ended September 30, 2004, the Partnership purchased $9.6 million
      in railcars from FSI or its affiliates. The Partnership's cost for the railcars
      purchased from FSI was the lower of FSI's or its affiliates cost or the fair
      market value at the time of purchase. In addition, the Partnership transferred
      382 owned railcars with a net book value of $5.2 million into Rail Partners.
      Rail Partners was owned with two affiliated partnerships that also transferred
      owned railcars into this entity.





-11-





**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





8.  Transactions
      with General Partner and Affiliates





The
      balance due to affiliates as of September 30, 2005 and December 31, 2004
      includes $13,000 and $18,000, respectively, due to FSI and its affiliates for
      management fees. During the three and nine months ended September 30, 2005
      and
      2004, the Partnership incurred acquisition, lease negotiation, debt placement,
      and management fees and data processing and administrative expenses to FSI
      or
      its affiliates. The components of these fees and expenses incurred to FSI or
      its
      affiliates were as follows (in thousands of dollars):





Owned
                Equipment
            
            Equity
                InvestmentsFor
                the three months ended September 30,
            
            2005
            
            2004
            
            2005
            
            2004Acquisition
                fees
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            1,058Lease
                negotiation fees
            
            
            --
            
            
            --
            
            
            --
            
            
            235Debt
                placement fee
            
            
            --
            
            
            --
            
            
            --
            
            
            210Management
                fees
            
            
            8
            
            
            45
            
            
            54
            
            
            60Data
                processing and administrativeexpenses
            
            
            11
            
            
            47
            
            
            10
            
            
            4





Owned
                Equipment
            
            Equity
                InvestmentsFor
                the nine months ended September 30,
            
            2005
            
            2004
            
            2005
            
            2004Acquisition
                fees
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            1,058Lease
                negotiation fees
            
            
            --
            
            
            --
            
            
            --
            
            
            235Debt
                placement fee
            
            
            --
            
            
            --
            
            
            --
            
            
            210Management
                fees
            
            
            35
            
            
            105
            
            
            218
            
            
            111Data
                processing and administrativeexpenses
            
            
            33
            
            
            180
            
            
            41
            
            
            13





During
      the nine months ended September 30, 2004, the Partnership, and three affiliated
      entities, formed two investment entities which each purchased two commercial
      aircraft. The Partnership's net investment in these entities was $5.5 million.
      (See Note 8 to the unaudited condensed financial statements)





9.  Equipment





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





September
                30,
            
            December
                31,2005
            
            2004Aircraft
            
            $
            19,854
            
            $
            24,937Less
                accumulated depreciation
            
            
            (19,795
            )
            
            (24,869
            )Net
                equipment
            
            $
            59
            
            $
            68





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





As
      of
      September 30, 2005, all owned equipment in the Partnership’s equipment portfolio
      was on lease except for one aircraft with a net book value of $-0-. As of
      December 31, 2004, all owned equipment in the Partnership’s equipment portfolio
      was on lease except for two aircraft with a net book value of $-0-.





-12-


**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





9.  Equipment (continued)





During
      the three months ended September 30, 2005, the Partnership disposed of parts
      from a commercial aircraft with a net book value of $-0- for proceeds of $0.1
      million which resulted in a gain on disposition of $0.1 million. During the
      nine
      months ended September 30, 2005, the Partnership disposed of a commercial
      aircraft and parts from a commercial aircraft with an aggregate net book value
      of $-0- for proceeds of $0.7 million and reversed $0.5 million of unused engine
      reserves related to the sold commercial aircraft which resulted in a gain on
      disposition of $1.2 million.





During
      the three months ended September 30, 2004, the Partnership disposed of a
      commercial aircraft and parts from a commercial aircraft, with an aggregate
      net
      book value of $0.9 million for proceeds of $1.1 million, which resulted in
      a
      gain on disposition of $0.2 million. During the nine months ended September
      30,
      2004, the Partnership disposed of two commercial aircraft and parts from a
      commercial aircraft with an aggregate net book value of $1.5 million for
      proceeds of $2.1 million, which resulted in a gain on disposition of $0.6
      million.





10.  Equity
      Investments in Affiliated Entities





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





Ownership
      interest is based on the Partnership’s contribution towards the cost of the
      assets in the equity investments. The Partnership’s proportional share of equity
      and income (loss) in each entity is not necessarily the same as its ownership
      interest. The primary reason for this is that certain fees such as management
      fees, acquisition fees, lease and re-lease fees vary among the owners of the
      equity investments. The Partnership’s investment in equity investments includes
      acquisition fees, lease negotiation fees, and debt placement fees paid by the
      Partnership to the General Partner or its affiliates. The Partnership’s equity
      interest in the net income (loss) of equity investments is reflected net of
      management fees incurred and the amortization of acquisition fees, lease
      negotiation fees and debt placement fees.





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





PLMFor
                the three months ended
            
            Lion
            
            WorldwideSeptember
                30, 2005
            
            Partnership1
            
            Leasing2Lease
                revenues and interest and other income
            
            $
            1,377
            
            $
            71Less:
                Depreciation and amortization expense
            
            
            279
            
            
            --Operations
                support
            
            
            1,181
            
            
            --General
                and administrative expenses
            
            
            48
            
            
            (96
            )Net
                (loss) income
            
            $
            (131
            )
            $
            167Partnership’s
                share of net (loss) income
            
            $
            (63
            )
            $
            42




























1
            The
                Partnership owns a 48% interest in the Lion Partnership that was
                formed in
                1997 that owns a product tanker.


2
            The
                Partnership owns a 25% interest in PLM Worldwide Leasing that was
                formed
                in 1995 that owns aircraft related
                assets.


-13-


**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





10.  Equity
      Investment in Affiliated Entities (continued)








For
                the three months ended
            
            PLM
                CAL I
            
            PLM
                CAL IISeptember
                30, 2005 (continued)
            
            LLC4
            
            LLC5
            
            CFHS6
            
            TotalLease
                revenues and interest and other income
            
            $
            999
            
            $
            989
            
            $
            571Less:
                Depreciation and amortization expense
            
            
            1,235
            
            
            1,233
            
            
            1,387Interest
                expense
            
            
            456
            
            
            455
            
            
            --General
                and administrative expenses
            
            
            28
            
            
            28
            
            
            29Net
                loss
            
            $
            (720
            )
            $
            (727
            )
            $
            (845
            )Partnership’s
                share of net loss
            
            $
            (300
            )
            $
            (303
            )
            $
            (159
            )
            $
            (783
            )








Aero
            
            
            
            PLMFor
                the three months ended
            
            Lion
            
            California
            
            Clement
            
            WorldwideSeptember
                30, 2004
            
            Partnership1
            
            Trust2
            
            Partnership7
            
            Leasing3Lease
                revenues and interest and other income
            
            $
            2,212
            
            $
            27
            
            $
            --Less:
                Depreciation and amortization expense
            
            
            279
            
            
            --
            
            
            --Operations
                support
            
            
            1,231
            
            
            6
            
            
            (26
            )General
                and administrative expenses
            
            
            123
            
            
            15
            
            
            --Net
                income
            
            $
            579
            
            $
            6
            
            $
            26Partnership’s
                share of net income (loss)
            
            $
            268
            
            $
            1
            
            $
            14
            
            $
            (10
            )








For
                the three months ended
            
            PLM
                CAL I
            
            PLM
                CAL IISeptember
                30, 2004 (continued)
            
            LLC4
            
            LLC5
            
            TotalLease
                revenues and interest and other income
            
            $
            380
            
            $
            371Less:
                Depreciation and amortization expense
            
            
            865
            
            
            864Interest
                expense
            
            
            202
            
            
            202General
                and administrative expenses
            
            
            21
            
            
            21Net
                loss
            
            $
            (708
            )
            $
            (716
            )Partnership’s
                share of net loss
            
            $
            (281
            )
            $
            (284
            )
            $
            (292
            )








Aero
            
            PLMFor
                the nine months ended
            
            Lion
            
            California
            
            WorldwideSeptember
                30, 2005
            
            Partnership1
            
            Trust2
            
            Leasing3Lease
                revenues and interest and other income
            
            $
            6,690
            
            $
            7
            
            $
            600Less:
                Depreciation and amortization expense
            
            
            836
            
            
            --
            
            
            --Operations
                support
            
            
            3,944
            
            
            4
            
            
            --General
                and administrative expenses
            
            
            502
            
            
            4
            
            
            590Net
                income (loss)
            
            $
            1,408
            
            $
            (1
            )
            $
            10Partnership’s
                share of net income
            
            $
            652
            
            $
            --
            
            $
            2
















1
            The
                Partnership owns a 48% interest in the Lion Partnership that was
                formed in
                1997 that owns a product tanker.


2  The
      Partnership owned a 25% interest in the Aero California Trust that was formed
      in
      1996 and dissolved in 2005 that owned two stage III commercial aircraft that
      were on a direct finance lease.


3
            The
                Partnership owns a 25% interest in PLM Worldwide Leasing. that was
                formed
                in 1995 that owns aircraft related
                assets.


4
            The
                Partnership owns a 40% interest in the PLM CAL I LLC that was formed
                in
                the third quarter of 2004 that owns two Boeing 737-500 stage III
                commercial aircraft.


5
            The
                Partnership owns a 40% interest in the PLM CAL II LLC that was formed
                in
                the fourth quarter of 2004 that owns two Boeing 737-500 stage III
                commercial aircraft.


6
            The
                Partnership owns a 19% interest in CFHS that was formed in the third
                quarter of 2004 that owns various types of machinery and other
                equipment.


7
            The
                Partnership owned a 50% interest in the Clement Partnership that
                was
                formed in 1991 and dissolved in 2004 that owned a product tanker
                which was
                sold during 2003.


-14-


**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





10.  Equity
      Investments in Affiliated Entities (continued)





For
                the nine months ended
            
            PLM
                CAL I
            
            PLM
                CAL IISeptember
                30, 2005 (continued)
            
            LLC4
            
            LLC5
            
            CFHS6
            
            TotalLease
                revenues and interest and other income
            
            $
            2,950
            
            $
            2,922
            
            $
            1,712Less:
                Depreciation and amortization expense
            
            
            3,706
            
            
            3,700
            
            
            4,154Interest
                expense
            
            
            1,402
            
            
            1,401
            
            
            --General
                and administrative expenses
            
            
            81
            
            
            80
            
            
            77Net
                loss
            
            $
            (2,239
            )
            $
            (2,259
            )
            $
            (2,519
            )Partnership’s
                share of net loss
            
            $
            (906
            )
            $
            (914
            )
            $
            (475
            )
            $
            (1,641
            )








Aero
            
            
            
            PLMFor
                the nine months ended
            
            Lion
            
            California
            
            Clement
            
            WorldwideSeptember
                30, 2004
            
            Partnership1
            
            Trust2
            
            Partnership7
            
            Leasing3Lease
                revenues and interest and other income
            
            $
            4,934
            
            $
            114
            
            $
            --Less:
                Depreciation and amortization expense
            
            
            836
            
            
            --
            
            
            --Operations
                support
            
            
            3,251
            
            
            21
            
            
            (24
            )General
                and administrative expenses
            
            
            278
            
            
            67
            
            
            (30
            )Net
                income
            
            $
            569
            
            $
            26
            
            $
            54Partnership’s
                share of net income
            
            $
            263
            
            $
            7
            
            $
            27
            
            $
            38








For
                the nine months ended
            
            PLM
                CAL I
            
            PLM
                CAL IISeptember
                30, 2004 (continued)
            
            LLC5
            
            LLC6
            
            TotalrLease revenues and interest and other income
            
            $
            380
            
            $
            371Less:
                Depreciation and amortization expense
            
            
            865
            
            
            864Interest
                expense
            
            
            202
            
            
            202Operations
                support
            
            
            --
            
            
            --General
                and administrative expenses
            
            
            21
            
            
            21Net
                loss
            
            $
            (708
            )
            $
            (716
            )Partnership’s
                share of net loss
            
            $
            (281
            )
            $
            (284
            )
            $
            (230
            )








As
      of
      September 30, 2005 and December 31, 2004, all jointly-owned assets in the
      Partnership’s equity investment portfolio were on lease.





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













1
            The
                Partnership owns a 48% interest in the Lion Partnership that was
                formed in
                1997 that owns a product tanker.


2  The
      Partnership owned a 25% interest in the Aero California Trust that was formed
      in
      1996 and dissolved in 2005 that owned two stage III commercial aircraft that
      were on a direct finance lease.


3
            The
                Partnership owns a 25% interest in PLM Worldwide Leasing that was
                formed
                in 1995 that owns aircraft related
                assets.


4
            The
                Partnership owns a 40% interest in the PLM CAL I LLC that was formed
                in
                the third quarter of 2004 that owns two Boeing 737-500 stage III
                commercial aircraft.


5
            The
                Partnership owns a 40% interest in the PLM CAL II LLC that was formed
                in
                the fourth quarter of 2004 that owns two Boeing 737-500 stage III
                commercial aircraft.


6
            The
                Partnership owns a 19% interest in CFHS that was formed in the third
                quarter of 2004 that owns various types of machinery and other
                equipment.


7
            The
                Partnership owned a 50% interest in the Clement Partnership that
                was
                formed in 1991 and dissolved in 2004 that owned a product tanker
                which was
                sold during 2003.


-15-


**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





10.  Equity
      Investments in Affiliated Entities (continued)





During
      the nine months ended September 30, 2004, the Partnership, with three affiliated
      entities, formed two new entities, PLM CAL I LLC (CAL I) and PLM CAL II LLC
      (CAL
      II). The Partnership contributed a total of $22.8 million to these entities
      and
      owns a 39.6% interest in CAL I and CAL II. CAL I and CAL II each own two Boeing
      737-500 stage III commercial aircraft. CAL I and CAL II each assumed two loans
      totaling $25.7 million that bear an interest rate of 7.46% and 7.42%. The loans
      are non-recourse to the Partnership and are collateralized by the aircraft
      and
      future lease payments. CAL I and CAL II distributed a total of $17.2 million
      as
      a non-operating cash distribution to the Partnership during the third quarter
      of
      2004.





The
      Partnership did not make any equity investments in the nine months ended
      September 30, 2005.





11.  Operating
      Segments (as
      restated)





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





Marine
            
            
            
            
            
            MachineryFor
                the three months ended
            
            Vessel
            
            Aircraft
            
            Trailer
            
            And
                OtherSeptember
                30, 2005
            
            Leasing
            
            Leasing
            
            Leasing
            
            Equipment
            
            Other1
            
            TotalRevenuesLease
                revenue
            
            $
            --
            
            $
            240
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            240Interest
                and other income
            
            
            --
            
            
            44
            
            
            2
            
            
            --
            
            
            111
            
            
            157Gain
                on disposition of equipment
            
            
            --
            
            
            71
            
            
            --
            
            
            --
            
            
            --
            
            
            71Total
                revenues
            
            
            --
            
            
            355
            
            
            2
            
            
            --
            
            
            111
            
            
            468ExpensesDepreciation
                and amortization
            
            
            --
            
            
            3
            
            
            --
            
            
            --
            
            
            --
            
            
            3Operations
                support
            
            
            --
            
            
            2
            
            
            --
            
            
            --
            
            
            --
            
            
            2Management
                fees to affiliate
            
            
            --
            
            
            4
            
            
            4
            
            
            --
            
            
            --
            
            
            8General
                and administrative expenses
            
            
            --
            
            
            17
            
            
            --
            
            
            --
            
            
            125
            
            
            142Provision
                for bad debts
            
            
            --
            
            
            100
            
            
            --
            
            
            --
            
            
            --
            
            
            100Total
                expenses
            
            
            --
            
            
            126
            
            
            4
            
            
            --
            
            
            125
            
            
            255Equity
                in net loss of equityinvestments
            
            
            (63
            )
            
            (561
            )
            
            --
            
            
            (159
            )
            
            --
            
            
            (783
            )Loss
                from continuing operations
            
            $
            (63
            )
            $
            (332
            )
            $
            (2
            )
            $
            (159
            )
            $
            (14
            )
            $
            (570
            )Total
                assets as of September 30, 2005
            
            $
            2,382
            
            $
            3,570
            
            $
            126
            
            $
            3,174
            
            $
            20,035
            
            $
            29,287




























1
            Includes
                certain assets not identifiable to a specific segment such as cash
                and
                certain other assets and assets held for sale. Also includes certain
                interest income and costs not identifiable to a particular segment,
                such
                as certain general and administrative
                expenses.


-16-


**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





11.  Operating
      Segments (as
      restated) (continued)





MarineFor
                the three months ended
            
            Vessel
            
            Aircraft
            
            TrailerSeptember
                30, 2004
            
            Leasing
            
            Leasing
            
            Leasing
            
            Other1
            
            TotalRevenuesLease
                revenue
            
            $
            --
            
            $
            250
            
            $
            88
            
            $
            --
            
            $
            338Interest
                and other income
            
            
            --
            
            
            866
            
            
            --
            
            
            14
            
            
            880Gain
                on disposition of equipment
            
            
            --
            
            
            222
            
            
            --
            
            
            --
            
            
            222Total
                revenues
            
            
            --
            
            
            1,338
            
            
            88
            
            
            14
            
            
            1,440ExpensesDepreciation
                and amortization
            
            
            --
            
            
            35
            
            
            31
            
            
            1
            
            
            67Operations
                support
            
            
            --
            
            
            18
            
            
            69
            
            
            --
            
            
            87Management
                fees to affiliate
            
            
            --
            
            
            39
            
            
            4
            
            
            --
            
            
            43General
                and administrative expenses
            
            
            --
            
            
            53
            
            
            1
            
            
            146
            
            
            200Recovery
                of bad debts
            
            
            --
            
            
            (580
            )
            
            --
            
            
            --
            
            
            (580
            )Total
                expenses
            
            
            --
            
            
            (435
            )
            
            105
            
            
            147
            
            
            (183
            )Equity
                in net income (loss) of equityinvestments
            
            
            282
            
            
            (574
            )
            
            --
            
            
            --
            
            
            (292
            )Income
                (loss) from continuing operations
            
            $
            282
            
            $
            1,199
            
            $
            (17
            )
            $
            (133
            )
            $
            1,331Investments
                in equity investments
            
            $
            --
            
            $
            22,774
            
            $
            --
            
            $
            --
            
            $
            22,774








Marine
            
            
            
            
            
            MachineryFor
                the nine months ended
            
            Vessel
            
            Aircraft
            
            Trailer
            
            And
                OtherSeptember
                30, 2005
            
            Leasing
            
            Leasing
            
            Leasing
            
            Equipment
            
            Other1
            
            TotalRevenuesLease
                revenue
            
            $
            --
            
            $
            720
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            720Interest
                and other income
            
            
            --
            
            
            101
            
            
            8
            
            
            --
            
            
            193
            
            
            302Gain
                on disposition of equipment
            
            
            --
            
            
            1,157
            
            
            --
            
            
            --
            
            
            --
            
            
            1,157Total
                revenues
            
            
            --
            
            
            1,978
            
            
            8
            
            
            --
            
            
            193
            
            
            2,179ExpensesDepreciation
                and amortization
            
            
            --
            
            
            11
            
            
            --
            
            
            --
            
            
            --
            
            
            11Operations
                support
            
            
            --
            
            
            7
            
            
            --
            
            
            --
            
            
            --
            
            
            7Management
                fees to affiliate
            
            
            --
            
            
            23
            
            
            13
            
            
            --
            
            
            --
            
            
            36General
                and administrative expenses
            
            
            --
            
            
            51
            
            
            --
            
            
            --
            
            
            403
            
            
            454Provision
                for bad debts
            
            
            --
            
            
            100
            
            
            --
            
            
            --
            
            
            --
            
            
            100Total
                expenses
            
            
            --
            
            
            192
            
            
            13
            
            
            --
            
            
            403
            
            
            608Equity
                in net income (loss) of equityinvestments
            
            
            652
            
            
            (1,818
            )
            
            --
            
            
            (475
            )
            
            --
            
            
            (1,641
            )Income
                (loss) from continuing operations
            
            $
            652
            
            $
            (32
            )
            $
            (5
            )
            $
            (475
            )
            $
            (210
            )
            $
            (70
            )











































1
            Includes
                certain interest income and costs not identifiable to a particular
                segment, such as certain amortization and certain general and
                administrative expenses.


-17-


**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





11.  Operating
      Segments (as
      restated) (continued)





MarineFor
                the nine months ended
            
            Vessel
            
            Aircraft
            
            TrailerSeptember
                30, 2004
            
            Leasing
            
            Leasing
            
            Leasing
            
            Other1
            
            TotalRevenuesLease
                revenue
            
            $
            --
            
            $
            813
            
            $
            273
            
            $
            --
            
            $
            1,086Interest
                and other income
            
            
            --
            
            
            896
            
            
            --
            
            
            67
            
            
            963Gain
                on disposition of equipment
            
            
            --
            
            
            596
            
            
            --
            
            
            --
            
            
            596Total
                revenues
            
            
            --
            
            
            2,305
            
            
            273
            
            
            67
            
            
            2,645ExpensesDepreciation
                and amortization
            
            
            --
            
            
            546
            
            
            93
            
            
            5
            
            
            644Operations
                support
            
            
            --
            
            
            93
            
            
            190
            
            
            --
            
            
            283Management
                fees to affiliate
            
            
            --
            
            
            91
            
            
            11
            
            
            --
            
            
            102General
                and administrative expenses
            
            
            3
            
            
            488
            
            
            12
            
            
            602
            
            
            1,105Recovery
                of bad debts
            
            
            --
            
            
            (1,296
            )
            
            --
            
            
            --
            
            
            (1,296
            )Total
                expenses
            
            
            3
            
            
            (78
            )
            
            306
            
            
            607
            
            
            838Equity
                in net income (loss) of equityInvestments
            
            
            290
            
            
            (520
            )
            
            --
            
            
            --
            
            
            (230
            )Income
                (loss) from continuing operations
            
            $
            287
            
            $
            1,863
            
            $
            (33
            )
            $
            (540
            )
            $
            1,577Investments
                in equity investments
            
            $
            --
            
            $
            22,774
            
            $
            --
            
            $
            --
            
            $
            22,774





12.  Basic
      Earnings (Loss) Per Weighted-Average Limited Partnership Unit (as
      restated)





Basic
      earnings (loss) per weighted-average limited partnership unit was computed
      by
      dividing earnings or loss attributable to limited partners by the
      weighted-average number of limited partnership units deemed outstanding during
      the period. The weighted-average number of limited partnership units deemed
      outstanding during the three and nine months ended September 30, 2005 and 2004
      was 8,478,448.





All
      special allocations of income to the General Partner are included in the
      calculation of basic earnings (loss) from continuing operations.



































































1
            Includes
                certain interest income and costs not identifiable to a particular
                segment, such as certain amortization and general and administrative
                expenses.


-18-


**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





12.  Basic
      Earnings (Loss) Per Weighted-Average Limited Partnership Unit (as
      restated) (continued)





Basic
      earning or loss per weighted average limited partnership unit from continuing
      operations, operations of discontinued operations, gain on disposition of
      discontinued operations and any special allocations to the limited partners
      are
      based on the following (in thousands of dollars, except weighted-average limited
      partnership unit amounts):





For
                the Three Months
            
            For
                the Nine MonthsEnded
                September 30,
            
            Ended
                September 30,2005
            
            2004
            
            2005
            
            2004Attributable
                to limited partners:Basic
                (loss) income from continuing operations
            
            $
            (570
            )
            $
            1,331
            
            $
            (70
            )
            $
            1,577Special
                allocation of loss
            
            
            --
            
            
            --
            
            
            (223
            )
            
            --(Loss)
                income from continuing operations
            
            
            (570
            )
            
            1,331
            
            
            (293
            )
            
            1,577Loss
                from operations of discontinued operations
            
            
            (175
            )
            
            (491
            )
            
            (516
            )
            
            (215
            )Gain
                on disposition of discontinued operations
            
            
            4,420
            
            
            --
            
            
            4,678
            
            
            --Net
                income
            
            $
            3,675
            
            $
            840
            
            $
            3,869
            
            $
            1,362Weighted
                average limited partnership unitsoutstanding
            
            
            8,478,448
            
            
            8,478,448
            
            
            8,478,448
            
            
            8,478,448Basic
                earnings:(Loss)
                income from continuing operations
            
            $
            (0.07
            )
            $
            0.16
            
            $
            (0.03
            )
            $
            0.19Loss
                from operations of discontinued operations
            
            
            (0.02
            )
            
            (0.06
            )
            
            (0.06
            )
            
            (0.03
            )Gain
                on disposition of discontinued operations
            
            
            0.52
            
            
            --
            
            
            0.55
            
            
            --Net
                income per weighted average limitedpartnership
                unit
            
            $
            0.43
            
            $
            0.10
            
            $
            0.46
            
            $
            0.16





13.  Accounts
      and Other Receivables





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





September
                30,
            
            December
                31,2005
            
            2004Trade
                accounts receivables
            
            $
            222
            
            $
            22Other
                receivables
            
            
            --
            
            
            937Allowance
                for doubtful accounts
            
            
            (100
            )
            
            --$
            122
            
            $
            959





At
      December 31, 2004, the balance in other receivable was due from a former
      aircraft lessee for past due lease payments and in settlement for returning
      aircraft in a condition not in accordance with the lease agreement. During
      2005,
      $0.7 million of the other receivable was paid with the remaining balance of
      $0.2
      million being offset against a security deposit from the
      lessee.


-19-


**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





14.  Other
      Assets





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





September
                30,
            
            December
                31,2005
            
            2004Finance
                lease receivable
            
            $
            104
            
            $
            162Prepaid
                expenses and deposits
            
            
            69
            
            
            52$
            173
            
            $
            214





15.  Concentrations
      of Credit Risk





For
      the
      nine months ended September 30, 2005 and 2004, the Partnership’s customers that
      accounted for 10% or more of the total revenues for the owned equipment and
      jointly owned equipment was Continental Airlines, Inc. (29% in 2005) and Varig
      South America (15% in 2004). In addition, during 2005, Varig South America
      purchased a commercial aircraft from the Partnership and the gain from the
      sale
      accounted for 12% of total revenues from owned equipment and jointly owned
      equipment.





As
      of
      September 30, 2005 and December 31, 2004, the Partnership’s customers that
      accounted for 10% or more of the total accounts and other receivables for the
      owned equipment and jointly owned equipment was Varig South America (56% in
      2004) and Stena Bulk LLC (55% in 2005 and 37% in 2004).





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





16.  Recent
      Accounting Pronouncements





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





At
      the
      June 15 -16, 2005 Emerging Issues Task Force (EITF) meeting, the EITF reached
      a
      consensus on Issue No. 04-05 entitled "Determining Whether a General Partner,
      or
      the General Partners as a Group, Controls a Limited Partnership or Similar
      Entity When the Limited Partners Have Certain Rights" (Issue 04-05). The
      consensus provides a framework for addressing when a general partner, or general
      partners as a group, controls a limited partnership or similar entity.
      Additionally, on July 14, 2005, the Financial Accounting Standards Board issued
      a Staff Position FSP-78-1, “Interaction of AICPA Statement of Position 78-9 and
      EITF Issue No. 04-05” which amends the guidance in AICPA Statement of Position
      78-9, “Accounting for Investments in Real Estate Ventures”, to be consistent
      with EITF Issue No. 04-05. The effective dates of this issue and technical
      position depend on whether the partnership agreement is new or modified, and
      is
      therefore effective for the Partnership no later than the beginning of the
      first
      quarter of 2006. The General Partner is currently evaluating the effect that
      this Issue and Staff Position will have on the Partnership’s financial position
      and results of operations.





17.  Subsequent
      Event





During
      October 2005, the General Partner declared a cash distribution of $2.04 per
      limited partnership unit that was paid on November 11, 2005 to the holders
      of
      record as of November 1, 2005. The total cash distributed to the limited
      partners and the General Partner was $17.3 million and $0.9 million,
      respectively.


-20-


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





Restatement
      of Financial Statements





In
      October 2004 and June 2005, PLM Equipment Growth Fund V (the Partnership),
      in
      settlement of an unsecured bankruptcy claim, received Canadian dollar
      denominated marketable securities in a publicly traded Canadian entity. The
      Partnership did not reflect the fair market value of these securities in its
      statements of income or balance sheets as of the dates of receipt nor did it
      reflect the fair value of such securities in subsequent financial statements
      for
      each subsequent quarter through and including December 31, 2005. (See Note
      1 to
      the unaudited condensed financial statements)





A
      summary
      of the significant effects of the restatement is as follows:





As
      of December 31,
      2004


AsPreviously
            
            
            
            AsReported
            
            Adjustment
            
            RestatedMarketable
                securities
            
            $
            --
            
            $
            672
            
            $
            672Total
                assets
            
            
            30,565
            
            
            672
            
            
            31,237Limited
                partners’ capital
            
            
            28,609
            
            
            672
            
            
            29,281Total
                partners’ capital
            
            
            28,609
            
            
            672
            
            
            29,281Total
                liabilities and partners’ capital
            
            
            30,565
            
            
            672
            
            
            31,237





As
      of September 30,
      2005


AsPreviously
            
            
            
            AsReported
            
            Adjustment
            
            RestatedMarketable
                securities
            
            $
            --
            
            $
            722
            
            $
            722Total
                assets
            
            
            28,565
            
            
            722
            
            
            29,287Limited
                partners’ capital
            
            
            28,166
            
            
            722
            
            
            28,888Total
                partners’ capital
            
            
            28,166
            
            
            722
            
            
            28,888Total
                liabilities and partners’ capital
            
            
            28,565
            
            
            722
            
            
            29,287





For
      the Three Months
      Ended September 30, 2005


AsPreviously
            
            
            
            AsReported
            
            Adjustment
            
            RestatedInterest
                and other income
            
            $
            119
            
            $
            38
            
            $
            157Total
                revenues
            
            
            430
            
            
            38
            
            
            468(Loss)
                income from continuing operations
            
            
            (608
            )
            
            38
            
            
            (570
            )Net
                income
            
            
            3,637
            
            
            38
            
            
            3,675Other
                comprehensive loss:Unrealized
                loss on marketable securities
            
            
            --
            
            
            (89
            )
            
            (89
            )Comprehensive
                income (loss)
            
            
            3,637
            
            
            (51
            )
            
            3,586Limited
                partners share of net income
            
            
            3,637
            
            
            38
            
            
            3,675





For
      the Nine Months
      Ended September 30, 2005


AsPreviously
            
            
            
            AsReported
            
            Adjustment
            
            RestatedInterest
                and other income
            
            $
            229
            
            $
            73
            
            $
            302Total
                revenues
            
            
            2,106
            
            
            73
            
            
            2,179(Loss)
                Income from continuing operations
            
            
            (143
            )
            
            73
            
            
            (70
            )Net
                income
            
            
            4,019
            
            
            73
            
            
            4,092Other
                comprehensive loss:Unrealized
                loss on marketable securities
            
            
            --
            
            
            (23
            )
            
            (23
            )Comprehensive
                income
            
            
            4,019
            
            
            50
            
            
            4,069Limited
                partners share of net income
            
            
            3,796
            
            
            73
            
            
            3,869Limited
                partners' basic earnings perweighted-average
                limited partnership unit:
            
            
            0.45
            
            
            0.01
            
            
            0.46





-21-


Discontinued
      Operations





During
      the third quarter of 2005, the Partnership and an investment entity in which
      the
      Partnership has an interest, sold all of their remaining railcars. Consequently,
      the results from these operations have been classified as discontinued
      operations and prior periods have been restated. (See Note 7 to the unaudited
      condensed financial statements)





(I)  RESULTS
      OF OPERATIONS





Comparison
      of the Partnership’s Operating Results for the Three Months Ended September 30,
      2005 and 2004 (as
      restated)





(A)  Owned
      Equipment Operations





Lease
      revenues less operations support on owned equipment decreased during the three
      months ended September 30, 2005, compared to the same period of 2004. Gains
      from
      the disposition of equipment, interest and other income, and certain expenses
      such as management fees to affiliate, depreciation and amortization, general
      and
      administrative expenses, and provision for (recovery of) bad debts relating
      to
      the operating segments (see Note 9 to the unaudited condensed financial
      statements), are not included in the owned equipment operation discussion
      because they are indirect in nature and not a result of operations, but the
      result of owning a portfolio of equipment. The following table presents lease
      revenues less operations support by segment (in thousands of
      dollars):





For
                the Three Months
              Ended
                September 30,2005
            
            2004Aircraft
            
            $
            238
            
            $
            232Trailers
            
            
            --
            
            
            19





Aircraft:  Aircraft
      lease revenues and operations support were $0.2 million and $2,000,
      respectively, for the three months ended September 30, 2005, compared to $0.3
      million and $18,000, respectively, during the same period of 2004.





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





(B)  Interest
      and Other Income





Interest
      and other income decreased $0.7 million in the three months ended September
      30,
      2005 compared to the same period of 2004. During the third quarter of 2004,
      a
      former aircraft lessee agreed to pay $0.8 million as a settlement for not
      returning leased aircraft in the condition required in the lease agreement
      which
      was included in other income. A similar event did not occur during the same
      period of 2005. This decrease was partly offset by an increase of $38,000 caused
      by the gain on currency translation of marketable securities during the third
      quarter of 2005. A similar event did not occur during the same period of
      2004.





(C)  Indirect
      Expenses Related to Owned Equipment Operations





Total
      indirect expenses of $0.3 million for the three months ended September 30,
      2005
      increased from $(0.3) million for the same period in 2004. Significant variances
      are explained as follows:





(i)  Provision for (recovery of) bad debts decreased $0.7 million in the three months
      ended September 30, 2005 compared to the same period of 2004. During 2005,
      provision for bad debts of $0.1 million represented a reserve recorded related
      to one aircraft lessee. During 2004 recovery of bad debts of $0.6 million was
      due to the collection of a receivable primarily from one former aircraft lessee
      that had been previously reserved for as a bad debt; and





(ii)  Depreciation
      and amortization expenses decreased $0.1 million from 2004 levels reflecting
      the
      decrease of $35,000 due to certain assets becoming fully depreciated at the
      end
      of 2004 and a decrease of $31,000 caused by the Partnership's trailer portfolio
      being placed on a direct finance lease in 2004.


-22-


(D)  Gain
      on
      Disposition of Owned Equipment





The
      gain
      on the disposition of equipment for the three months ended September 30, 2005
      totaled $0.1 million, and resulted from the sale of parts from a commercial
      aircraft with a net book value of $-0- for proceeds of $0.1 million. The gain
      on
      the disposition of equipment for the three months ended September 30, 2004
      totaled $0.2 million, and resulted from the sale of parts of a commercial
      aircraft and a commercial aircraft with an aggregate net book value of $0.9
      million for proceeds of $1.1 million.





(E)  Equity
      in
      Net Loss of Equity Investments





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





For
                the Three Months
              Ended
                September 30,2005
            
            2004Marine
                vessel
            
            $
            (63
            )
            $
            282Machinery
                and other equipment
            
            
            (159
            )
            
            --Aircraft
            
            
            (561
            )
            
            (574
            )Equity
                in net loss of equity investments
            
            $
            (783
            )
            $
            (292
            )





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





Marine
      vessel:  As
      of
      September 30, 2005 and 2004, the Partnership had an interest in an entity owning
      a marine vessel. During the three months ended September 30, 2005, lease
      revenues of $0.7 million were offset by depreciation expense, operations
      support, and administrative expenses of $0.7 million. During the three months
      ended September 30, 2004, lease revenues of $1.1 million were partially offset
      by depreciation expense, operations support and administrative expenses of
      $0.8
      million.





Marine
      vessel lease revenues decreased $0.4 million during the three months ended
      September 30, 2005 compared to the same period 2004. The decrease of $0.4
      million was due to a lower lease rate being earned on this equipment resulting
      from trading in a region of the world that earns a lower lease rate compared
      to
      the same period of 2004 during which this marine vessel was trading in a region
      that earns higher lease rates.





Marine
      vessel operations support and administrative expenses decreased $0.1 million
      during the three months ended September 30, 2005 compared to the same period
      2004. The decrease of $0.1 million was due to lower operating expenses.





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





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





During
      the three months ended September 30, 2005, entities owning aircraft equipment
      generated revenues of $0.8 million were offset by depreciation and amortization
      expense, operations support, interest expense and administrative expenses of
      $1.4 million. During the three months ended September 30, 2004, entities owning
      aircraft equipment generated revenues of $0.3 million which were offset by


-23-


depreciation
      and amortization expense, interest expense, direct expenses and administrative
      expenses of $0.9 million.





Aircraft
      revenues increased $0.5 million due to the Partnership's investment during
      the
      third quarter of 2004 into two entities that each own two Boeing 737-500
      commercial aircraft being owned and on lease the entire quarter compared being
      owned and on lease for one month of the same period of 2004.





Depreciation
      and amortization expense, operations support, interest expense and
      administrative expenses increased $0.5 million during the three months ended
      September 30, 2005 resulting from an increase in depreciation expense of $0.3
      million caused by the Partnership's investment into two entities each owning
      two
      Boeing 737-500 commercial aircraft during the third quarter of 2004 and an
      increase of $0.2 million caused by interest expense from the non-recourse debt
      financing the two Boeing 737-500 commercial aircraft in each of the entities
      the
      Partnership invested in during the third quarter of 2004. Equity investments
      results for these two entities during the same period of 2004 is the result
      of
      one month of operation compared to a full quarter of operations during the
      three
      months ended September 30, 2005.





(F)  Loss
      from
      Operation of Discontinued Operations





During
      the three months ended September 30, 2005, the Partnership's railcar and marine
      container operations, which are being accounted for as discontinued operations,
      generated a loss from operations of $0.2 million compared to a loss of $0.5
      million during the same period of 2004.





(G)  Gain
      from
      Disposition of Discontinued Operations





The
      Partnership had a gain on disposition of discontinued operations from the sale
      of its railcar assets of $4.4 million in the three months ended September 30,
      2005 compared to $-0- during the same period of 2004.





(H)  Net
      Income





As
      a
      result of the foregoing, the Partnership’s net income for the three months ended
      September 30, 2005 was $3.7 million, compared to net income of $0.8 million
      during the same period in 2004. The Partnership’s ability to operate and
      liquidate assets, secure leases, and re-lease those assets whose leases expire
      is subject to many factors. Therefore, the Partnership’s performance in the
      three months ended September 30, 2005 is not necessarily indicative of future
      periods.





Comparison
      of the Partnership’s Operating Results for the Nine Months Ended September 30,
      2005 and 2004 (as
      restated)





(A)  Owned
      Equipment Operations





Lease
      revenues less operations support on owned equipment decreased during the nine
      months ended September 30, 2005, compared to the same period of 2004. The
      following table presents lease revenues less operating support by segment (in
      thousands of dollars):





For
                the Nine Months
              Ended
                September 30,2005
            
            2004Aircraft
            
            $
            713
            
            $
            720Trailers
            
            
            --
            
            
            69





Aircraft:  Aircraft
      lease revenues and operations support were $0.7 million and $7,000,
      respectively, for the nine months ended September 30, 2005, compared to $0.8
      million and $0.1 million, respectively, during the same period of 2004. A
      decrease in aircraft lease revenues of $0.1 million was due to the sale of
      owned
      aircraft during the first quarter of 2005 that was on-lease during the nine
      months ended September 30, 2004. A decrease in aircraft operations support
      of
      $0.1 million was due a lower repair expense of $31,000 and lower insurance
      expense of $39,000 due to aircraft sales during 2004 and 2005.





Trailers:  Trailer
      lease revenues and operations support were $-0- and $-0-, respectively, for
      the
      nine months ended September 30, 2005, compared to $0.3 million and $0.2 million,
      respectively, during the same period of 2004. Trailer lease revenues and
      operations support decreased due to all of the Partnership's trailers being
      placed on a direct finance lease in 2004.


-24-


(B)  Interest
      and Other Income





Interest
      and other income decreased $0.6 million in the nine months ended September
      30,
      2005 compared to the same period of 2004. During the third quarter of 2004,
      a
      former aircraft lessee agreed to pay $0.8 million as a settlement for not
      returning leased aircraft in the condition required in the lease agreement
      which
      was included in other income. A similar event did not occur during the same
      period of 2005. This decrease was partly offset by an increase of $38,000 caused
      by the gain on currency translation of marketable securities and a $35,000
      increase due to the Partnership receiving additional marketable securities
      from
      a former aircraft lessee in settlement of a bankruptcy claim. A similar event
      did not occur during the same period of 2004.





(C)  Indirect
      Expenses Related to Owned Equipment Operations





Total
      indirect expenses of $0.6 million for the nine months ended September 30, 2005
      and 2004 remained relatively the same. While total indirect expenses were
      approximately the same over the periods, there were significant variances
      between the categories of indirect expenses explained below:





(i)  General
      and administrative expenses decreased $0.7 million during the nine months ended
      September 30, 2005 compared to the same period 2004. A decrease of $0.4 million
      was due to lower administrative costs resulting from the sale of aircraft during
      2004 and 2005 and a decrease of $0.2 million resulted from lower costs being
      charged to the Partnership for certain professional services associated with
      the
      search for potential equipment acquisitions;





(ii)  Depreciation
      and amortization expenses decreased $0.6 million from 2004 levels reflecting
      the
      decrease of $0.5 million due to certain assets becoming fully depreciated at
      the
      end of 2004 and a decrease of $0.1 million caused by the Partnership's trailer
      portfolio being placed on a direct finance lease in 2004; and





(iii)  Provision
      for (recovery of) bad debts increased $1.4 million in the nine months of 2005
      compared to the same period of 2004. During 2005, provision for bad debts of
      $0.1 million represented a reserve recorded related to one aircraft lessee.
      During 2004 recovery of bad debts of $1.3 million was due to the collection
      of a
      receivable primarily from one former aircraft lessee that had been previously
      reserved for as a bad debt.





(D)  Gain
      on
      Disposition of Owned Equipment





The
      gain
      on the disposition of equipment for the nine months ended September 30, 2005
      totaled $1.2 million, and resulted from the sale of parts from a commercial
      aircraft and a commercial aircraft with a net book value of $-0- for proceeds
      of
      $0.7 million. The gain of $1.2 million included the reversal of $0.5 million
      unused engine reserves related to the sold commercial aircraft. The gain on
      the
      disposition of equipment for the nine months ended September 30, 2004 totaled
      $0.6 million, and resulted from the sale of parts from a commercial aircraft
      and
      two commercial aircraft with an aggregate net book value of $1.5 million for
      proceeds of $2.1 million.





(E)  Equity
      in
      Net Loss of Equity Investments





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





For
                the Nine Months
              Ended
                September 30,2005
            
            2004Marine
                vessel
            
            $
            652
            
            $
            290Machinery
                and other equipment
            
            
            (475
            )
            
            --Aircraft
            
            
            (1,818
            )
            
            (520
            )Equity
                in net loss of equity investments
            
            $
            (1,641
            )
            
            (230
            )





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


-25-








Marine
      vessel:  As
      of
      September 30, 2005 and 2004, the Partnership owned an interest in an entity
      that
      owned a marine vessel. During the nine months ended September 30, 2005, lease
      revenues of $3.2 million were partially offset by depreciation expense,
      operations support, and administrative expenses of $2.5 million. During the
      same
      period of 2004, lease revenues of $2.3 million were partially offset by
      depreciation expense, operations support, and administrative expenses of $2.1
      million.





Marine
      vessel lease revenues increased $0.9 million during the nine months ended
      September 30, 2005 compared to the same period 2004. An increase of $1.0 million
      due to a higher lease rate being earned during the first six months of 2005
      was
      partially offset by $0.4 million decrease during the third quarter of 2005
      due
      earning a lower lease rate compared to the same period of 2004. In addition,
      the
      marine vessel earned an additional $0.3 million due to being on hire the full
      nine months of 2005 compared to the same period of 2004 when the marine vessel
      was off-hire approximately 30 days while undergoing dry docking. A similar
      event
      did not occur in the first nine months of 2005.





Marine
      vessel operations support and administrative expenses increased $0.4 million
      during the nine months ended September 30, 2005 compared to the same period
      2004. The $0.4 million increase was due to an increase of $0.1 million due
      to
      higher repairs and maintenance expenses during the nine months ended September
      30, 2005, higher operating expenses of $0.2 million resulting from the marine
      vessel being on-lease during all of the first nine months of 2005 compared
      to
      2004 when the marine vessel was undergoing a scheduled dry docking and off-lease
      for 30 days and an increase of $0.1 million due to increased bad debt
      expense.





Machinery
      and other equipment: As of September 30, 2005, the Partnership owned an interest
      in an entity formed in the fourth quarter of 2004 that owned machinery and
      other
      equipment. During the nine months ended September 30, 2005, lease revenues
      of
      $0.3 million were offset by depreciation and amortization expense and
      administrative expenses of $0.8 million. The Partnership did not have any equity
      investments that owned machinery and other equipment in the same period of
      2004.





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





During
      the nine months ended September 30, 2005, revenues of $2.5 million were offset
      by depreciation and amortization expense, operations support, interest expense
      and administrative expenses of $4.3 million. During the same period of 2004,
      revenues of $0.3 million were offset by depreciation and amortization expense,
      operations support, interest expense and administrative expenses of $0.9
      million.





Aircraft
      revenues increased $2.1 million due to the Partnership's investment into two
      entities during the third quarter of 2004 that each own two Boeing 737-500
      commercial aircraft. These aircraft were owned and on-lease for nine months
      of
      2005 compared to being owned and on lease for one month of the same period
      of
      2004.





Depreciation
      and amortization expense, operations support, interest expense and
      administrative expenses increased $3.4 million during the nine months ended
      September 30, 2005 compared to the same period of 2004 resulting from an
      increase in depreciation and amortization expense of $2.3 million caused by
      the
      Partnership's investment during the third quarter of 2004 into two entities
      each
      owning two Boeing 737-500 commercial aircraft and an increase of $1.0 million
      caused by interest expense from the non-recourse debt financing the two Boeing
      737-500 commercial aircraft in each of the entities the Partnership invested
      in
      during the third quarter of 2004. The Partnership had an interest in these
      two
      entities owning commercial aircraft for nine months of 2005 compared to one
      month of the same period of 2004.





(F)  Income
      (Loss) from Operation of Discontinued Operations





During
      the nine months ended September 30, 2005, the Partnership's railcar and marine
      container operations, which are being accounted for as discontinued operations,
      generated a loss from operations of $0.5 million compared to loss of $0.2
      million during the same period of 2004.


-26-








(G)  Gain
      from
      Disposition of Discontinued Operations





The
      Partnership had a gain on disposition of discontinued operations from the sale
      of its railcar and marine container assets of $4.7 million in the nine months
      ended September 30, 2005 compared to $-0- during the same period of
      2004.





(H)  Net
      Income





As
      a
      result of the foregoing, the Partnership’s net income for the nine months ended
      September 30, 2005 was $4.1 million, compared to net income of $1.4 million
      during the same period in 2004. The Partnership’s ability to operate and
      liquidate assets, secure leases, and re-lease those assets whose leases expire
      is subject to many factors. Therefore, the Partnership’s performance in the nine
      months ended September 30, 2005 is not necessarily indicative of future periods.





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





DISCONTINUED
      OPERATIONS





During
      the second quarter of 2005, the General Partner sold its remaining marine
      containers for proceeds of $0.3 million resulting in a gain of $0.3
      million.





In
      the
      third quarter of 2005, the Partnership and several affiliated entities
      (collectively, the Sellers), including PLM Rail Partners (Rail Partners), an
      entity in which the Partnership has a 23% ownership interest, entered into
      an
      Asset Purchase Agreement to sell the railcar business of the Sellers, which
      includes railcars owned and leased by the Sellers as well as management
      contracts pursuant to which the Sellers manage the railcars of third parties.
      The sale of the railcar business was completed on August 18, 2005.





The
      Partnership received net proceeds of $14.4 million from the disposition of
      its
      railcar assets including its interest in Rail Partners resulting in a gain
      on
      disposition of discontinued operations of $4.4 million. The amount received
      by
      the Partnership and Rail Partners was based on the appraised value of the
      railcars sold by the Partnership and Rail Partners to the purchaser, as
      determined by an independent third party appraiser or, for railcars manufactured
      in 2005, the greater of the appraised value or the actual cost. The proceeds
      received from Rail Partners by the Partnership was net of Rail Partner's
      repayment of its debt.





Concurrent
      with the sale of the Partnership's railcar assets, the Partnership terminated
      its $15.0 million railcar loan facility and expensed the remaining unamortized
      portion of debt placement fees related to this facility of $0.1 million. There
      were no amounts due to the lender at the time of termination nor any penalties
      due associated with the termination.





Accordingly,
      the Partnership's marine container and railcar leasing operations including
      its
      equity investment in Rail Partners are accounted for as discontinued operations
      and prior periods have been restated.





CONTINUING
      OPERATIONS





At
      September 30, 2005, the Partnership had unrestricted cash of $19.9
      million.





For
      the
      nine months ended September 30, 2005, the Partnership generated cash from
      operations of $3.7 million which included cash provided by discontinued
      operations of $1.4 million, to meet its operating obligations, maintain working
      capital reserves, and make cash distributions of $4.2 million ($0.50 per limited
      partnership unit) to the limited partners and $0.2 million to PLM Financial
      Services, Inc. (FSI or the General Partner).





During
      the nine months ended September 30, 2005, the Partnership disposed of owned
      equipment and received aggregate proceeds of $0.7 million and reversed $0.5
      million of unused engine reserves which is included in the gain on disposal
      of
      equipment.





Marketable
      securities increased $0.1 million in the nine months ended September 30, 2005
      due to the receipt of additional securities with a fair market value of $35,000
      from a former aircraft lessee in


-27-


settlement
      of a bankruptcy claim and an increase of $25,000 due to the change in the
      currency translation of the marketable securities. These increases were
      partially offset by a decrease of $10,000 resulting from changes in the
      securities fair market value during the nine months ended September 30,
      2005.





Accounts
      and other receivable decreased $0.8 million in the nine months ended September
      30, 2005 due to the decrease caused by the collection of $0.7 million in other
      receivable and a security deposit of $0.2 million being used to offset the
      remaining balance in other receivable from a former aircraft lessee. These
      decreases were partially offset by an increase of $0.1 million due to the timing
      of lessee payments.





Equity
      investments in affiliated entities decreased $3.0 million during the nine months
      ended September 30, 2005 due to cash distributions of $1.3 million from the
      equity investments to the Partnership and by the loss of $1.6 million that
      was
      recorded by the Partnership for its interests in the equity
      investments.





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





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





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





CASH
      DISTRIBUTIONS




In
      November 2005, the Partnership paid a cash distribution of $17.3 million to
      the
      limited partners ($2.04 per limited partnership unit) and $0.9 million to the
      General Partner.





(III)  RECENT
      ACCOUNTING PRONOUNCEMENTS





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





At
      the
      June 15 -16, 2005 Emerging Issues Task Force (EITF) meeting, the EITF reached
      a
      consensus on Issue No. 04-05 entitled "Determining Whether a General Partner,
      or
      the General Partners as a Group, Controls a Limited Partnership or Similar
      Entity When the Limited Partners Have Certain Rights" (Issue 04-05). The
      consensus provides a framework for addressing when a general partner, or general
      partners as a group, controls a limited partnership or similar entity.
      Additionally, on July 14, 2005, the Financial Accounting Standards Board issued
      a Staff Position FSP-78-1, “Interaction of AICPA Statement of Position 78-9 and
      EITF Issue No. 04-05” which amends the guidance in AICPA Statement of Position
      78-9, “Accounting for Investments in Real Estate Ventures”, to be consistent
      with EITF Issue No. 04-05. The effective dates of this issue and technical
      position depend on whether the partnership agreement is new or modified, and
      is
      therefore effective for the Partnership no later than the beginning of the
      first
      quarter of 2006. The General Partner is currently evaluating the effect that
      this Issue and Staff Position will have on the Partnership’s financial position
      and results of operations.





(IV)  OUTLOOK
      FOR THE FUTURE





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





The
      ability of the Partnership to realize acceptable lease rates on its equipment
      in
      the different equipment markets is contingent upon many factors, such as
      specific market conditions and economic activity, technological obsolescence,
      and government or other regulations. The unpredictability of these factors
      makes
      it difficult for the General Partner to clearly define trends or influences
      that
      may impact the performance of the Partnership's equipment. The General Partner
      continuously monitors both the equipment markets and the performance of the
      Partnership's equipment in these markets. The General


-28-


Partner
      may make an evaluation to reduce the Partnership's exposure to those equipment
      markets in which it determines that it cannot operate equipment and achieve
      acceptable rates of return.





The
      Partnership intends to use future cash flow from operations to satisfy its
      operating requirements and make cash distributions to the partners.





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





Disposition
      of the Partnership's equipment and investments in entities owning equipment
      may
      result in a reduction of cash flows from operations to the
      Partnership.





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





(1)  The
      Partnership has an investment in an entity owning a double-hull product tanker
      constructed in 1985, which operates in international markets carrying a variety
      of clean product/chemical liquid cargoes. Demand for product /
      chemical shipping is closely tied to worldwide economic growth patterns,
      which can affect demand by causing changes in specific grade volume on trade
      routes. The General Partner operates the Partnership’s product tanker in the
      voyage charter markets, carrying mostly gasoline, jet fuel, gas oils and similar
      petroleum distillates or simple chemicals or vegetable oils, an approach that
      provides the flexibility to adapt to changes in market conditions.





The
      Partnership’s product tanker has continued to operate with very minimum idle
      time between charters. The third quarter 2005 started slowly due to low summer
      product demand, however, two major hurricanes in the United States (US) gulf
      created major problems with the oil supply chain and especially the limited
      refinery capacity of the US. Several major refineries in the US gulf area were
      shut down or product refining capacity severely reduced resulting in shortage
      of
      refined products such as gasoline, jet fuel, heating oil, etc. which created
      a
      high demand for imported product from Europe and elsewhere. These events drove
      the shipping markets for product carriers to all time highs. While some, but
      not
      all refining capacity has come back on stream, the demand, while off the highs,
      remains strong and should continue for the rest of 2005 and into early 2006.
      The
      advent of the heating oils season in North America with supply levels reported
      low could further prolong the strong product tanker market.





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





(2)  Market
      demand for new and used aircraft continues to be severely impacted by the poor
      financial condition of the airline industry.





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





The
      Partnership owns a DHC-8-102 commuter aircraft which is on consignment to a
      vendor who will part-out the aircraft. Due to the poor market demand for parts
      from this type of aircraft, it may take a considerable period of time to
      complete the sale of this aircraft. The Partnership also owns a DHC-8-300 that
      is on a lease through June 2007.





The
      Partnership has an interest in four aircraft on lease to a major US airline.
      While the General Partner is not aware of any specific liquidity problems in
      regards to this lessee, the poor financial condition of the US airline industry,
      which has included several bankruptcies this year, indicate there could be
      collection issues related to this lessee in the future;





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


-29-





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





(5)  The
      timing and amount of future cash distributions to the limited partners and
      the
      General Partner will be based on the cash position of the Partnership and
      operational requirements. The General Partner does not anticipate any future
      cash distributions to the limited partners and the General Partner until the
      Partnership has additional significant asset dispositions; and





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





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





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





Cash
      distributions when paid to the limited partners generally consist of both a
      return of and a return on capital. Cash distributions do not represent and
      are
      not indicative of yield on investment. Actual yield on investment cannot be
      determined with any certainty until conclusion of the Partnership and will
      be
      dependent upon the collection of all future contracted rent, the generation
      of
      renewal and/or re-lease rents and the residual value realized for each asset
      at
      its disposal.





(V)  FORWARD-LOOKING
      INFORMATION





Except
      for the historical information contained herein, this Form 10-QSB/A contains
      forward-looking statements that involve risks and uncertainties, such as
      statements of the Partnership’s plans, objectives, expectations, and intentions.
      The cautionary statements made in this Form 10-QSB/A should be read as being
      applicable to all related forward-looking statements wherever they appear in
      this Form 10-QSB/A. There are a number of important factors that could cause
      actual results to differ materially from those expressed in any forward-looking
      statements made herein. These factors include, but are not limited to, the
      collection of the Partnership’s contracted rents, the realization of residual
      proceeds, and future economic conditions.


-30-





ITEM
      3.  CONTROLS
      AND PROCEDURES (as
      restated)





Limitations
      on the Effectiveness of Controls





The
      General Partner’s management, including it’s President and Chief Financial
      Officer (CFO), does not expect that our internal controls or disclosure control
      will prevent all errors and all fraud. A control system, no matter how well
      conceived and operated, can provide only reasonable, not absolute, assurance
      that the objectives of the control system are met. Further, the design of a
      control system must reflect the fact that there are resource constraints, and
      the benefits of controls must be considered relative to their
      costs.





Because
      of the inherent limitations in all control systems, no evaluation of control
      can
      provide absolute assurance that all control issues and instances of fraud,
      if
      any, within the Partnership have been detected. These inherent limitations
      include the realities that judgments in decision-making can be faulty and that
      breakdowns can occur because of a simple error or mistake. Additionally,
      controls can be circumvented by the individual acts of some persons, collusion
      of two or more people, or by management override of the control. The design
      of
      any system of controls also is based partly on certain assumptions about the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions.





Quarterly
      Evaluation of the Partnership’s Disclosure Controls and Internal
      Controls





The
      General Partner carried out an evaluation, under the supervision and with the
      participation of the General Partner’s management, including it’s President and
      CFO, of the effectiveness of the design and operation of the Partnership’s
      disclosure controls and procedures pursuant to Rule 13a-14 under the Securities
      Exchange Act of 1934 (the “Exchange Act”). Based on the review of the
      Partnership’s internal controls, the General Partner concluded that in light of
      certain weaknesses described below, as of June 30, 2005, the Partnership’s
      controls and procedures were not effective.





As
      a
      result of these control deficiencies, the General Partner performed additional
      procedures to ensure that the Partnership’s condensed financial statements are
      prepared in accordance with generally accepted accounting principles (GAAP).
      Accordingly, the General Partner believes that the financial statements included
      in this report fairly present in all material respects the Partnership’s
      financial condition, results of operations and cash flows for the periods
      presented in accordance with GAAP.




A
      material weakness is a control deficiency, or combination of control
      deficiencies, that results in more than a remote likelihood that a material
      misstatement of the annual or interim financial statements will not be prevented
      or detected. As a result of the errors described in Note 1 to the unaudited
      condensed financial statements that resulted in the restatement of the
      Partnership’s financial statements for the year ended December 31, 2004 and for
      the three and nine months ended September 30, 2005, the General Partner
      identified the following material weaknesses in its internal
      controls:





1)  The
      Partnership did not ensure that there was adequate communication between General
      Partner’s accounting personnel and the Partnership’s third party equipment
      managers. Specifically, the accounting department personnel at the General
      Partner did not know of a settlement of a bankruptcy claim for which the
      Partnership received securities in a publicly traded company and thus their
      receipt was not recorded appropriately. This control deficiency contributed
      to
      the restatement of the Partnership’s financial statements as of December 31,
      2004 and September 30, 2005.





2)  Once
      received, the Partnership did not perform an adequate review of the bankruptcy
      settlement. Specifically, once the documentation was received related to the
      receipt of the securities, the appropriate accounting entries were not
      recorded.





Prior
      to
      issuance of these condensed financial statements in June 2006, the following
      changes were made in our internal control over financial reporting in an effort
      to remediate the material weaknesses described above:





1)  On
      a
      regular basis and no less than quarterly, the appropriate accounting personnel
      will discuss with the third party equipment managers all material transactions
      that occurred during the period.





2)  All
      material source documentation related to equipment transactions will be reviewed
      by at least two accounting department personnel to determine the appropriate
      accounting treatment.


-31-








Although
      the General Partner believes the steps taken to date have improved the
      effectiveness of our control over the accounting for equipment related
      transactions, we have note completed our review and testing of the corrective
      processes and procedures. Accordingly, the General Partner will continue to
      monitor the effectiveness over the Partnership’s internal controls over
      equipment transactions.








**PART
      II - OTHER INFORMATION**





ITEM
      1.  LEGAL
      PROCEEDINGS





None.





ITEM
      2.  UNREGISTERED
      SALE OF EQUITY SECURITIES AND USE OF PROCEEDS





None.





ITEM
      3.  DEFAULTS
      UPON SENIOR SECURITIES





None.





ITEM
      4.  SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS





None.





ITEM
      5.  OTHER
      INFORMATION





None.





ITEM
      6.  EXHIBITS
      AND REPORTS ON FORM 8-K





(a)  Exhibits





31.1
            Certificate
                of President of the General Partner pursuant to Section 302 of Sarbanes
                -
                Oxley Act.





31.2
            Certificate
                of Chief Financial Officer of the General Partner pursuant to Section
                302
                of Sarbanes - Oxley Act.





32.1
            Certificate
                of President of the General Partner pursuant to Section 906 of Sarbanes
                -
                Oxley Act.





32.2
            Certificate
                of Chief Financial Officer of the General Partner pursuant to Section
                906
                of Sarbanes - Oxley Act.





(b)  Reports
      on Form 8-K





Report
      8-K dated August 10, 2005 announcing that the Partnership has entered into
      a
      definitive agreement to sell the Partnership's railcar assets to the CIT Group
      Inc.





Report
      8-K dated August 18, 2005, announcing the completion of the sale of the
      Partnership's railcar assets to the CIT Group Inc.





Report
      8-K dated October 31, 2005, announcing a cash distribution to the
      partners.





-32-














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:  June
      6,
      2006  By:  /s/
      Richard K Brock


Richard
      K
      Brock


Chief
      Financial Officer