UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 ___________________
 FORM 10-QSB
 
 
 
 
 [X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal quarter ended March 31, 2004
 
 
 [  ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 
 
 Commission file number 01-19203
 _______________________
 
 
 
 PLM EQUIPMENT GROWTH FUND V
 (Exact name of registrant as specified in its charter)
 
 
 California

94-3104548(State or other jurisdiction of

(I.R.S. Employerincorporation or organization)

Identification No.)235 3rdStreet South, Suite 200St. Petersburg, FL

33701(Address of principal

(Zip code)executive offices) 
 
 Registrant's telephone number, including area code: (727) 803-1800
 _______________________
 
 
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No ____
 
 Transitional Small Business Disclosure Format: Yes  No X
 
 Aggregate market value of voting stock: N/A
 
 -- 
 PLM EQUIPMENT GROWTH FUND V(A Limited Partnership)CONDENSED BALANCE SHEETS(in thousands of dollars, except unit amounts) (unaudited)
 
 
 March 31,
December 31,2004

2003AssetsEquipment held for operating leases, at cost

$57,045
$57,142Less accumulated depreciation

(48,214)
(50,785)Net equipment

8,831
6,357Cash and cash equivalents

17,680
18,049Restricted cash

--
60Accounts and note receivable, less allowance for doubtfulaccounts of $1,070 in 2004 and $1,303 in 2003

968
2,658Equity investments in affiliated entities

2,890
2,995Deferred charges to affiliate, net of accumulatedamortization of $53 in 2004 and $47 in 2003

67
40Prepaid expenses and other assets

268
180Total assets

$30,704
$30,339 
 Liabilities:Accounts payable and accrued expenses

$
569

$
368Due to affiliates


227


178Non-recourse debt


838


886Reserve for repairs


500


500Lessee deposits


437


423Total liabilities


2,571


2,355Commitments and contingenciesPartners' capital:Limited partners (8,478,448 limited partnership units outstanding)


28,133


27,984General Partner


--


--Total partners' capital


28,133


27,984Total liabilities and partners capital

$
30,704

$
30,339 
 
 
 
 
 
 
 
 
 
 See accompanying notes to unaudited condensed financial statements.
 -- 
 PLM EQUIPMENT GROWTH FUND V(A Limited Partnership)CONDENSED STATEMENTS OF INCOME(in thousands of dollars, except weighted-average limited partnership unit amounts) (unaudited)
 
 For the Three Months
Ended March 31,2004


2003RevenuesLease revenue

$
928

$
1,708Interest and other income


58


59Gain on disposition of equipment


287


9Total revenues


1,273


1,776ExpensesDepreciation and amortization


556


670Repairs and maintenance


193


153Insurance expenses


66


91Management fees to affiliate


58


63Interest expense


19


3General and administrative expenses to affiliates


101


33Other general and administrative expenses


427


236Impairment loss on equipment


--


1,213Recovery of bad debts


(231
)

(160
)Total expenses


1,189


2,302Equity in net income of equity investments


65


1,440Net income

$
149

$
914Partners' share of net incomeLimited partners

$
149

$
914General Partner


--


--Total

$
149

$
914Limited partners net income per weighted-averagelimited partnership unit

$
0.02

$
0.11 
 
 
 
 
 
 
 
 
 
 
 
 
 
 See accompanying notes to unaudited condensed financial statements.
 -- 
 PLM EQUIPMENT GROWTH FUND V( A Limited Partnership)CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITALFor the Period from December 31, 2003 to March 31, 2004(in thousands of dollars) (unaudited)
 
 
 Limited
Partners
General
Partner
TotalPartners' capital as of December 31, 2003
$27,984
$--
$27,984Net income
149
--
149Partners' capital as of March 31, 2004
$28,133
$--
$28,133 
 
 
 
 
  
 
 
 
 
 
 See accompanying notes to unaudited condensed financial statements.
 -- 
 PLM EQUIPMENT GROWTH FUND V(A Limited Partnership)CONDENSED STATEMENTS OF CASH FLOWS(in thousands of dollars)(unaudited)For the Three Months
Ended March 31,2004

2003Operating activitiesNet income

$149
$914Adjustments to reconcile net income to net cashprovided by (used in) operating activities:Depreciation and amortization

556
670Amortization of debt issuance costs

1
--Recovery of bad debts

(231)
(160)Impairment loss on equipment

--
1,213Net gain on disposition of equipment

(287)
(9)Equity in net income of equity investments

(65)
(1,440)Distributions from equity investments

170
382Changes in operating assets and liabilities:Accounts and notes receivable

1,921
451Prepaid expenses and other assets

(88)
(3)Accounts payable and accrued expenses

201
(91)Due to affiliates

49
(27)Lessee deposits

14
41Net cash provided by operating activities

2,390
1,941Investing activitiesProceeds from disposition of equipment

668
36Distribution from liquidation of equity investment

--
1,147Payments for purchase of equipment and capitalized repairs

(3,260)
(181)Payments of acquisition fees to affiliate

(147)
(54)Payments of lease negotiation fees to affiliate

(32)
(12)Net cash (used in) provided by investing activities

(2,771)
936Financing activitiesPayments of non-recourse debt

(48)
--Decrease in restricted cash

60
--Payments of debt placement fees to affiliate

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

12
(12)Net (decrease) increase in cash and cash equivalents

(369)
2,865Cash and cash equivalents at beginning of period

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

$17,680
$13,979 
 
 
 
 
 
 
 
 
 
 See accompanying notes to unaudited condensed financial statements.
 -- PLM EQUIPMENT GROWTH FUND V
 (A Limited Partnership)
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 (unaudited)
 
 1.  Basis of Presentation
 
 The unaudited financial statements presented herein are prepared in conformity with generally accepted accounting principles in the United States of America and the instructions for preparing Form 10-QSB under Rule 310 of Regulation S-B of the Securities and Exchange Commission. Rule 310 provides that disclosures that would substantially duplicate those contained in the most recent annual report to the limited partners may be omitted from interim financial statements. The accompanying unaudited condensed financial statements have been prepared on that basis and, therefore, should be read in conjunction with the financial statements and notes presented in the 2003 Annual Report (Form 10-KSB) of PLM Equipment Growth Fund V (the Partnership) on file with the United States Securities and Exchange Commission. Except as disclosed herein, there have been no material changes to the information presented in the notes to the 2003 Annual Report in Form 10-KSB.
 
 In the opinion of the management of PLM Financial Services, Inc. (FSI or the General Partner) all adjustments necessary, consisting primarily of normal recurring accruals, to present fairly the Partnerships unaudited condensed balance sheets at March 31, 2004 and December 31, 2003, condensed statements of income for the three months ended March 31, 2004 and 2003, condensed statements of changes in partners capital for the period from December 31, 2003 to March 31, 2004, and the condensed statements of cash flows for the three months ended March 31, 2004 and 2003 have been made and are reflected.
 
 2.  Schedule of Partnership Phases
 
 The Partnership is currently in its investment phase during which the Partnership uses cash generated from operations and proceeds from asset dispositions to purchase additional equipment. The General Partner believes these acquisitions may cause the Partnership to generate additional earnings and cash flow for the Partnership.
 
 The Partnership may commit its cash flow, surplus cash and equipment disposition proceeds to purchase additional equipment, consistent with the objectives of the Partnership, until December 31, 2004. The Partnership will terminate on December 31, 2010, unless terminated earlier upon sale of all equipment and by certain other events.
 
 3.  Reclassification
 
 Certain amounts previously reported have been reclassified to conform to the 2004 presentation. This reclassification did not have any effect on total assets, total liabilities, partners capital, or net income.
 
 4.  Transactions with General Partner and Affiliates
 
 The balance due to affiliates as of March 31, 2004 and December 31, 2003, included $0.1 million due to FSI or its affiliates for management fees and $0.1 million due to affiliated equity investments.
 
 During the three months ended March 31, 2004 and 2003 the Partnerships proportional share of affiliated fees paid or accrued by its equity investments to FSI or its affiliates was as follows: management fees, $26,000 and $0.1 million, respectively; and administrative and data processing services, $7,000 and $6,000, respectively.
 
 These affiliate expenses reduced the Partnership's proportional share of the equity interest in the income of equity investments.
 
 -- PLM EQUIPMENT GROWTH FUND V
 (A Limited Partnership)
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 (unaudited)
 
 4.  Transactions with General Partner and Affiliates (continued)
 
 During the three months ended March 31, 2004, the Partnership purchased $3.3 million in railcars from FSI or its affiliates and paid $0.1 million for acquisition fees and $32,000 for lease negotiation fees. The Partnership's cost for these railcars was the lower of FSI's or its affiliates cost or the fair market value at the time of purchase. During the three months ended March 31, 2003, the Partnership purchased railcars from an unaffiliated third party and paid FSI or its affiliates, $0.1 million for acquisition fees, $12,000 for lease negotiation fees and $12,000 for debt placement fees related to debt assumed in the purchase of the railcars.
 
 5.  Equipment
 
 Owned equipment held for operating leases is stated at cost. The components of owned equipment were as follows (in thousands of dollars):
 
 March 31,
December 31,2004

2003Aircraft

$37,376
$38,459Rail equipment

15,361
13,822Trailers

2,184
2,184Marine containers

2,124
2,67757,045
57,142Less accumulated depreciation

(48,214)
(50,785)Net equipment

$8,831
$6,357 
 Equipment held for operating leases is stated at cost less depreciation and any reductions due to impairment of the asset value.
 
 As of March 31, 2004, all owned equipment in the Partnerships portfolio was on lease except for two aircraft and 23 railcars with an aggregate net book value of $1.0 million. As of December 31, 2003, all owned equipment was on lease except for two aircraft and 91 railcars with an aggregate net book value of $1.6 million.
 
 During the three months ended March 31, 2004, the Partnership purchased a fleet of railcars for $3.4 million including acquisition fees of $0.1 million. During the three months ended March 31, 2003, the Partnership purchased a fleet of railcars for $1.3 million including acquisition fees of $0.1 million. The Partnership paid $0.2 million in cash for these railcars and assumed non-recourse debt of $1.0 million.
 
 During the three months ended March 31, 2004, the Partnership disposed of parts of a commercial aircraft, marine containers and railcars with an aggregate net book value of $0.4 million for proceeds of $0.7 million. During the three months ended March 31, 2003, the Partnership disposed of marine containers with an aggregate net book value of $1,000 for proceeds of $10,000.
 
 In 2003, the Partnership recorded a write-down of certain owned aircraft representing impairment to the carrying value. During the first quarter of 2003, the Partnership recorded an impairment of $1.2 million to owned aircraft. The bankruptcy of the lessee of these aircraft and the likelihood that the aircraft would be returned to the Partnership in a condition not in accordance with the lease agreement, indicated to the General Partner that an impairment to this aircraft may exist. The General Partner determined the fair value of the aircraft based on estimated sales proceeds to an independent third party less holding costs excluding interest. No reductions were required to the carrying value of the owned equipment during the three months ended March 31, 2004.
 
 -- PLM EQUIPMENT GROWTH FUND V
 (A Limited Partnership)
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 (unaudited)
 
 6.  Equity Investment in Affiliated Entities
 
 The Partnership owns equipment jointly with affiliated programs. These are single purpose entities that do not have any debt or other financial encumbrances.
 
 Ownership interest is based on the Partnerships contribution towards the cost of the equipment in the equity investments. The Partnerships proportional share of equity and income or 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, and lease and re-lease negotiation fees vary among the owners of the equity investments. The Partnerships investment in equity investments includes acquisition and lease negotiation fees paid by the Partnership to the General Partner or its affiliates. The Partnerships equity interest in the net income or loss of equity investments is reflected net of management fees paid or payable and the amortization of acquisition and lease negotiation fees.
 
 The tables below set forth 100% of the assets, liabilities, and equity of the entities in which the Partnership has an interest and the Partnerships proportional share of equity in each entity as of March 31, 2004 and December 31, 2003 (in thousands of dollars):
 
 AeroClement

California

LionAs of March 31, 2004

Partnership1

Trust2

Partnership3

TotalAssetsEquipment less accumulated depreciation
$
--

$
--

$
5,852Receivables

--


--


458Due from affiliate

--


420


--Finance lease receivable

--


1,283


--Other assets

--


2


6Total assets
$
--

$
1,705

$
6,316LiabilitiesAccounts payable
$
40

$
--

$
167Due to affiliates

4


2


44Lessee deposits and reserve for repairs

--


420


642Total liabilities

44


422


853Equity

(44
)

1,283


5,463Total liabilities and equity
$
--

$
1,705

$
6,316Partnerships share of equity
$
(29
)
$
321

$
2,598

$
2,890 
 AeroClement

California

LionAs of December 31, 2003

Partnership1

Trust2

Partnership3

TotalAssetsEquipment less accumulated depreciation
$
--

$
--

$
6,130Receivables

--


--


359Due from affiliate

--


420


--Finance lease receivable

--


1,353


--Other assets

--


6


9Total assets
$
--

$
1,779

$
6,498LiabilitiesAccounts payable
$
43

$
--

$
219Due to affiliates

6


2


68Lessee deposits and reserve for repairs

--


420


584Total liabilities

49


422


871Equity

(49
)

1,357


5,627Total liabilities and equity
$
--

$
1,779

$
6,498Partnerships share of equity
$
(30
)
$
339

$
2,686

$
2,995  
 1   The Partnership owns a 50% interest in the Clement Partnership that owned a product tanker which was sold during 2003.
 2   The Partnership owns a 25% interest in the Aero California Trust that owns two stage III commercial aircraft on a direct finance lease.
 3   The Partnership owns a 48% interest in the Lion Partnership that owns a product tanker.
 -- PLM EQUIPMENT GROWTH FUND V
 (A Limited Partnership)
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 (unaudited)
 
 6.  Equity Investment in Affiliated Entities (continued)
 
 The tables below set forth 100% of the revenues, gain on disposition of equipment, direct and indirect expenses and net income of the entities in which the Partnership has an interest, and the Partnerships proportional share of income in each entity for the three months ended March 31, 2004 and 2003 (in thousands of dollars):
 
 AeroFor the three months ended


Clement


California


LionMarch 31, 2004


Partnership1


Trust2


Partnership3


Total 
 Revenues

$
--

$
49

$
1,372Less: Direct expenses


3


9


911Indirect expenses


(28
)

26


359Net income

$
25

$
14

$
102Partnerships share of net income

$
13

$
4

$
48

$
65 
 AeroFor the three months ended

Clement
California
LionMarch 31, 2003

Partnership1
Trust2
Partnership3
Total 
 Revenues

$
1,070

$
103

$
1,861Gain on disposition of equipment


1,747


--


--Less: Direct expenses


489


5


850Indirect expenses


78


30


418Net income

$
2,250

$
68

$
593Partnerships share of net income

$
1,136

$
17

$
287

$
1,440 
 As of March 31, 2004, all jointly-owned equipment in the Partnerships equity investment portfolio was on lease except for a marine vessel that was undergoing dry-docking. As of December 31, 2003, all jointly-owned equipment in the Partnerships equity investment portfolio was on lease.
 
 During the first three months of 2003, the General Partner sold a product tanker marine vessel owned by an entity in which the Partnership has a 50% interest. The Partnerships interest in this entity was sold for proceeds of $1.1 million for its net investment of $0.3 million.
 
   1   The Partnership owns a 50% interest in the Clement Partnership that owned a product tanker which was sold during 2003.
 2   The Partnership owns a 25% interest in the Aero California Trust that owns two stage III commercial aircraft on a direct finance lease.
 3   The Partnership owns a 48% interest in the Lion Partnership that owns a product tanker.
 -- PLM EQUIPMENT GROWTH FUND V
 (A Limited Partnership)
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 (unaudited)
 
 7.  Operating Segments
 
 The Partnership operates in five primary operating segments: aircraft leasing, marine vessel leasing, railcar leasing, marine container leasing, and trailer leasing. Each equipment leasing segment engages in short-term to mid-term operating leases to a variety of customers. The following tables present a summary of the operating segments (in thousands of dollars):
 
 Marine

MarineFor the three months ended




Aircraft
Vessel
Railcar
Container
TrailerMarch 31, 2004




Leasing
Leasing
Leasing
Leasing
Leasing
Other 1
Total 
 RevenuesLease revenue

$332
$--
$472
$27
$97
$--
$928Interest income and other income

18
--
--
--
--
40
58Gain on disposition of equipment

--
--
211
76
--
--
287Total revenues

350
--
683
103
97
40
1,273ExpensesOperations support

50
--
124
1
54
30
259Depreciation and amortization

284
--
239
--
31
2
556Management fees to affiliate

15
--
38
1
4
--
58Interest expense

--
--
19
--
--
--
19General and administrative expenses

269
--
40
--
12
207
528Recovery of bad debts

(229)
--
(2)
--
--
--
(231)Total expenses

389
--
458
2
101
239
1,189Equity in net income of equityinvestments

4
61
--
--
--
--
65Net income (loss)

$(35)
$61
$225
$101
$(4)
$(199)
$149Equipment purchases andcapitalized improvements

$--
$--
$3,260
$--
$--
$--
$3,260Acquisition fees paid to affiliate

$--
$--
$147
--
$--
$--
$147Total assets as of March 31, 2004

$2,664
$2,569
$7,104
$64
$294
$18,009
$30,704 
 Marine

MarineFor the three months ended





Aircraft
Vessel
Railcar
Container
TrailerMarch 31, 2003





Leasing
Leasing
Leasing
Leasing
Leasing
Other 2
Total 
 RevenuesLease revenue

$1,171
$--
$405
$47
$85
$--
$1,708Interest income and other income

27
--
--
--
--
32
59Gain on disposition of equipment

--
--
--
9
--
--
9Total revenues

1,198
--
405
56
85
32
1,776ExpensesOperations support

29
--
136
11
50
18
244Depreciation and amortization

463
--
158
17
31
1
670Management fees to affiliate

35
--
23
2
3
--
63Interest expense

--
--
3
--
--
--
3General and administrative expenses

49
--
23
--
14
183
269Impairment loss on equipment

1,213
--
--
--
--
--
1,213(Recovery of) provision for bad debts

(161)
--
1
--
--
--
(160)Total expenses

1,628
--
344
30
98
202
2,302Equity in net income of equityinvestments

17
1,423
--
--
--
--
1,440Net income (loss)

$(413)
$1,423
$61
$26
$(13)
$(170)
$914Equipment purchases andcapitalized improvements

$--
$--
$181
$--
$--
$--
$181Acquisition fees paid to affiliate

$--
$--
$54
--
$--
$--
$54  
 1  Includes certain assets not identifiable to a specific segment such as cash, certain deferred charges, and prepaid expenses. Also includes certain interest income and costs not identifiable to a particular segment, such as certain amortization, general and administrative and operations support expenses.
 2  Includes interest income and costs not identifiable to a particular segment, such as certain amortization, general and administrative and operations support expenses.
 
 -- PLM EQUIPMENT GROWTH FUND V
 (A Limited Partnership)
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 (unaudited)
 
 8.  Net Income Per Weighted-Average Limited Partnership Unit
 
 Net income per weighted-average limited partnership unit was computed by dividing net income attributable to limited partners by the weighted-average number of limited partnership units deemed outstanding during the period. The weighted-average number of limited partnership units deemed outstanding during the three months ended March 31, 2004 and 2003 was 8,478,448.
 
 9.  Accounts and Notes Receivable
 
 Accounts and notes receivable represent balances due from current or former lessees for unpaid balances incurred from leasing Partnership owned equipment. The components of accounts and notes receivable were as follows (in thousands of dollars):
 
 March 31,
December 31,2004


2003Trade accounts receivable

$873

$2,311Notes receivable

1,165

1,650Allowance for doubtful accounts

(1,070)

(1,303)$968

$2,658 
 At March 31, 2004 and December 31, 2003, the balance in notes receivable of $1.2 and $1.7 million, respectively, was due from two aircraft lessees. As of March 31, 2004, notes receivable of $1.1 million and $48,000 are scheduled to be fully paid by October 2004 and December 2004, respectively. Unpaid outstanding balances accrue interest at a rate of 5% and 3%, respectively. Due to the uncertainty of ultimate collection of the note for $1.1 million, the General Partner will continue to fully reserve the unpaid outstanding balance less any security deposits and any payments received through May 14, 2004.
 
 10.  Debt
 
 The Partnership made the regularly scheduled principal payments totaling $48,000 to the lender of the non-recourse debt during the three months ended March 31, 2004.
 
 The Partnership is a participant in a $7.5 million warehouse facility. The warehouse facility, is scheduled to expire on December 31, 2004 with all advances due no later than December 31, 2004. As of March 31, 2004, the Partnership had no borrowings outstanding under this facility.
 
 11.  Commitments and Contingencies
 
 PLM Transportation Equipment Corp. (TEC) an affiliate of the General Partner, arranged for the lease or purchase of up to 1,050 railcars with a delivery date between 2002 and 2004. As of March 31, 2004, TEC or an affiliated program have purchased 208 railcars, at a cost of $15.3 million, and have leased 487 railcars. During 2004, TEC or an affiliated program will purchase or lease the remaining 352 railcars included in the commitment. The commitment requires a minimum of 30% of the 352 railcars to be purchased at a cost of $7.5 million. The remaining 70% of the 352 railcars may be leased or purchased. The total purchase price for the 352 railcars is $25.0 million.
 
 The remaining railcars to be purchased or leased under this commitment, with a cost of $25.0 million, will be delivered in 2004 and may be purchased or leased by TEC, the Partnership, an affiliated program, or an unaffiliated third party.
 -- 
 PLM EQUIPMENT GROWTH FUND V
 (A Limited Partnership)
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 (unaudited)
 
 11.  Commitments and Contingencies (continued)
 
 In the fourth quarter of 2003, FSI exercised its option under the above agreement to purchase or lease 400 additional railcars which will be delivered in 2004 and 2005. The total cost for the purchase of all 400 railcars is approximately $28.4 million. In accordance with the agreement, up to 70% of these railcars may be leased.
 
 The Partnership, an affiliate, or unaffiliated third party may purchase or lease these railcars. While FSI has not determined which managed program will buy these railcars, it is possible that they will be purchased by the Partnership.
 
 In the first quarter of 2004, an affiliate of FSI purchased 43 sulfur railcars for $2.5 million. FSI anticipates these railcars will be sold to a managed program or an unaffiliated third party in 2004.
 
 At March 31, 2004, railcars with an original equipment cost of $2.5 million were owned by FSI . While FSI has neither determined if a Program Affiliate will purchase these railcars nor the timing of any purchases, it is possible the Partnership may purchase some of the railcars.
 
 12.  Recent Accounting Pronouncements
 
 In January 2003, Financial Accounting Standards Board issued Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46). FIN 46 requires the Partnership to evaluate all existing arrangements to identify situations where the Partnership has a variable interest, commonly evidenced by a guarantee arrangement or other commitment to provide financial support, in a variable interest entity, commonly a thinly capitalized entity, and further determine when such variable interest requires the Partnership to consolidate the variable interest entities financial statements with its own. The Partnership is required to perform this assessment by December 31, 2004 and consolidate any variable interest entities for which the Partnership will absorb a majority of the entities expected losses or receive a majority of the expected residual gains.
 
 The General Partner is still in the process of evaluating its impact and has not completed its analysis or concluded on the impact that FIN 46 will have on the Partnership.
 
 
 -- 
 ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 (I)  RESULTS OF OPERATIONS
 
 Comparison of PLM Equipment Growth Fund Vs (the Partnerships) Operating Results for the Three Months Ended March 31, 2004 and 2003
 
 (A)  Owned Equipment Operations
 
 Lease revenues less direct expenses (defined as repairs and maintenance and asset-specific insurance expenses) on owned equipment decreased during the three months ended March 31, 2004, compared to the same period of 2003. Gains from the disposition of equipment, interest and other income, and certain expenses such as management fees to affiliate, depreciation and amortization, impairment loss on equipment, general and administrative expenses, and recovery of bad debts relating to the operating segments (see Note 7 to the unaudited condensed financial statements), are not included in the owned equipment operation discussion because they are indirect in nature and not a result of operations, but the result of owning a portfolio of equipment. The following table presents lease revenues less direct expenses by segment (in thousands of dollars):
 
 For the Three MonthsEnded March 31,2004
2003Railcars

$
348


$
269Aircraft


282



1,142Trailers


43



36Marine containers


26



35 
 Railcars: Railcar lease revenues and direct expenses were $0.5 million and $0.1 million, respectively, for the three months ended March 31, 2004, compared to $0.4 million and $0.1 million, respectively, during the same period of 2003. During the three months ended March 31, 2004, lease revenues increased $0.1 million due to the purchase and lease of railcars during the 2004 and 2003.
 
 Aircraft:  Aircraft lease revenues and direct expenses were $0.3 million and $0.1 million, respectively, for the three months ended March 31, 2004, compared to $1.2 million and $29,000, respectively, during the same period of 2003. A decrease in aircraft lease revenues of $0.7 million was due to the sale of owned aircraft during 2003 that were on-lease during the first quarter of 2003 and a reduction of $0.1 million was due to the reduction in the lease rate of an aircraft during the third quarter 2003. The increase in direct expenses was due to an increase in repairs and maintenance of $24,000 during the three months ended March 31, 2004 compared to the same period of 2003.
 
 Marine containers:  Marine container lease revenues and direct expenses were $27,000 and $1,000, respectively, for the three months ended March 31, 2004, compared to $47,000 and $11,000, respectively, during the same period of 2003, respectively. The decrease in marine container contribution of $9,000 was due to the sale of marine containers during 2004 and 2003.
 
 (B)  Indirect Expenses Related to Owned Equipment Operations
 
 Total indirect expenses of $1.0 million for the three months ended March 31, 2004 decreased from $2.1 million for the same period in 2003. Significant variances are explained as follows:
 
 (i)  A $1.2 million decrease in the impairment loss on equipment resulted from the Partnership reducing the carrying value of an owned aircraft to its estimated fair value during the three months ended March 31, 2003. No impairment of owned equipment was required during the same period 2004;
 
 (ii)  Depreciation and amortization expenses decreased $0.1 million compared to the same period 2003. A decrease of $0.2 million was caused by equipment sales during 2003 which was partially offset by an increase of $0.1 million caused by the purchase of railcars during 2004 and 2003;
 
 (iii)  Recovery of bad debts increased $0.1 million in the first three months of 2004 compared to the same period of 2003. During 2004 and 2003, recovery of bad debts of $0.3 million and $0.2 million, respectively, was due to the collection of bad debts primarily from one former aircraft lessee that had been previously written off; and
 
 (iv)  General and administrative expenses increased $0.3 million during the first quarter of 2004 compared to the same period 2003. An increase of $0.2 million resulted from higher costs being charged to the Partnership for certain professional services associated with the equipment acquisitions and an increase of $0.1 million was due to administrative cost associated with the return of aircraft and collection of bad debts from lessees.
 
 (C)  Gain on Disposition of Owned Equipment
 
 The gain on the disposition of equipment for the three months ended March 31, 2004 totaled $0.3 million, and resulted from the sale of parts of a commercial aircraft, marine containers and railcars with a net book value of $0.4 million for proceeds of $0.7 million. The gain on the disposition of equipment for the first quarter of 2003 totaled $9,000, and resulted from the sale of marine containers with a net book value of $1,000 for proceeds of $10,000.
 
 (D)  Equity in Net Income of Equity Investments
 
 Equity in net income of equity investments represents the Partnership's share of the net income generated from the operation of jointly owned assets accounted for under the equity method of accounting. These entities are single purpose and have no debt or other financial encumbrances. The following table presents equity in net income by equipment type (in thousands of dollars):
 
 For the Three MonthsEnded March 31,2004
2003Marine vessel

$
61


$
1,423Aircraft


4



17Equity in net income of equity investments

$
65


$
1,440 
 The following equity investment discussion by equipment type is based on the Partnership's proportional share of revenues, gain on equipment dispositions, depreciation expense, direct expenses, and administrative expenses of the equity investments:
 
 Marine vessel:  As of March 31, 2004 and 2003, the Partnership had an interest in an entity owning a marine vessel. During the first quarter of 2004, lease revenues of $0.7 million were partially offset by depreciation expense, direct expenses and administrative expenses of $0.6 million. During the first quarter of 2003, lease revenues of $1.4 million and the gain of $0.9 million from the sale of an entity that owned a marine vessel in which the Partnership had an interest were offset by depreciation expense, direct expenses and administrative expenses of $0.9 million.
 
 Marine vessels lease revenues decreased $0.8 million during the three months ended March 31, 2003. A decrease of $0.5 million was due to the sale of one marine vessel of which the Partnership had an interest and decreased $0.2 million due to the remaining marine vessel being off-lease approximately 20 days more than the same period of 2003. In addition, this marine vessel was heading into dry dock and off-lease during the last week of March.
 
 Marine vessel depreciation expense, direct expenses, and administrative expenses decreased $0.3 million during the three months ended March 31, 2004 due to the sale of a marine vessel during 2003.
 
 Aircraft: As of March 31, 2004 and 2003, the Partnership had an interest in a trust owning two commercial aircraft on a direct finance lease. During the three months ended March 31, 2004, contribution from this trust decreased $13,000 due to a lower outstanding principal balance on the finance lease in 2004 compared to 2003.
 -- 
 (E)  Net Income
 
 As a result of the foregoing, the Partnerships net income for the three months ended March 31, 2004 was $0.1 million, compared to net income of $0.9 million during the same period in 2003. The Partnerships ability to acquire, operate, and liquidate assets, secure leases, and re-lease those assets whose leases expire is subject to many factors. Therefore, the Partnerships performance in the three months ended March 31, 2004 is not necessarily indicative of future periods.
 
 (II)  CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 
 The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires PLM Financial Services, Inc. (FSI or the General Partner) to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On a regular basis, the General Partner reviews these estimates including those related to asset lives and depreciation methods, impairment of long-lived assets, allowance for doubtful accounts, reserves related to legally mandated equipment repairs  and contingencies and litigation. These estimates are based on the General Partner's historical experience and on various other assumptions believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The General Partner believes, however, that the estimates, including those for the above-listed items, are reasonable and that actual results will not vary significantly from the estimated amounts.
 
 The General Partner believes the following critical accounting policies affect the more significant judgments and estimates used in the preparation of the Partnership's financial statements:
 
 Revenue recognition: Lease revenues are earned by the Partnership monthly and no significant amounts are calculated on factors other than the passage of time. The Partnerships leases are accounted for as operating leases and are noncancellable. Rents received prior to their due dates are deferred.
 
 The Partnership has an equity investment that owns aircraft jointly with other affiliated programs. These aircraft are leased on a direct finance lease. The equity investments revenues from the direct finance lease are based on a monthly amortization schedule.
 
 Asset lives and depreciation methods: The Partnerships primary business involves the purchase and subsequent lease of long-lived transportation and related equipment. The General Partner has chosen asset lives that it believes correspond to the economic life of the related asset. Depreciation is computed using the double-declining balance method, taking a full month's depreciation in the month of acquisition based upon estimated useful lives of 15 years for railcars and 12 years for all other equipment. The depreciation method changes to straight line when annual depreciation expense using the straight-line method exceeds that calculated by the double-declining balance method. The General Partner has chosen a deprecation method that it believes matches the benefit to the Partnership from the asset with the associated costs. These judgments have been made based on the General Partners expertise in each equipment segment that the Partnership operates. If the asset life and depreciation method chosen does not reduce the book value of the asset to at least the potential future cash flows from the asset to the Partnership, the Partnership would be required to record an impairment loss. Likewise, if the net book value of the asset was less than the economic value, the Partnership may record a gain on sale upon final disposition of the asset.
 
 Impairment of long-lived assets: Whenever circumstances indicate that an impairment may exist, the General Partner reviews the carrying value of its equipment and equity investments in affiliated entities to determine if the carrying value of the assets may not be recoverable, in consideration of the current economic conditions. This requires the General Partner to make estimates related to future cash flows from each asset as well as the determination if the deterioration is temporary or permanent. If these estimates or the related assumptions change in the future, the Partnership may be required to record additional impairment charges.
 
 Allowance for doubtful accounts: The Partnership maintains allowances for doubtful accounts for estimated losses resulting from the inability of the lessees to make the lease payments. These estimates are primarily based on the amount of time that has lapsed since the related payments were due as well as specific knowledge related to the ability of the lessees to make the required payments. If the financial condition of the Partnerships lessees were to deteriorate, additional allowances could be required that would reduce income. Conversely, if the financial condition of the lessees were to improve or if legal remedies to collect past due amounts were successful, the allowance for doubtful accounts may need to be reduced and income would be increased.
 
 Reserves for repairs: The Partnership accrues for legally required repairs to equipment such as dry docking for marine vessels and engine overhauls to aircraft engines over the period prior to the required repairs. The amount that is reserved for is based on the General Partners expertise in each equipment segment, the past history of such costs for that specific piece of equipment and discussions with independent, third party equipment brokers. If the amount reserved for is not adequate to cover the cost of such repairs or if the repairs must be performed earlier than the General Partner estimated, the Partnership would incur additional repair and maintenance or equipment operating expenses.
 
 Contingencies and litigation: The Partnership is subject to legal proceedings involving ordinary and routine claims related to its business. The ultimate legal and financial liability with respect to such matters cannot be estimated with certainty and requires the use of estimates in recording liabilities for potential litigation settlements. Estimates for losses from litigation are disclosed if considered possible and accrued if considered probable after consultation with outside counsel. If estimates of potential losses increase or the related facts and circumstances change in the future, the Partnership may be required to record additional litigation expense.
 
 (III)  FINANCIAL CONDITION  CAPITAL RESOURCES, LIQUIDITY, AND DISTRIBUTIONS
 
 For the three months ended March 31, 2004, the Partnership generated cash from operations of $2.4 million to meet its operating obligations, purchase additional equipment, pay debt and interest, and maintain working capital reserves.
 
 During the three months ended March 31, 2004, the Partnership purchased a fleet of railcars for $3.3 million and paid FSI or its affiliates $0.1 million for acquisition fees and $32,000 for lease negotiation fees. The Partnership also disposed of owned equipment received aggregate proceeds of $0.7 million.
 
 Restricted cash decreased $0.1 million resulting from the withdrawal of the lender from the Partnership's debt facility that required these deposits. No such deposits were required from the new lender.
 
 Accounts and note receivable decreased $1.7 million in the three months ended March 31, 2004 due to the timing of cash receipts of $1.2 million and the collection of $0.5 million from the notes receivable.
 
 Equity investments in affiliated entities decreased $0.1 million during the three months ended March 31, 2004 due to operating cash distributions of $0.2 million from the equity investments partially offset by income of $0.1 million that was recorded by the Partnership for its interests in the equity investments.
 
 Prepaid expenses increased $0.1 million during the first quarter of 2004 due to the payment of insurance expenses during the first quarter of 2004 that will be amortized over the term of the policy.
 
 Accounts payable increased $0.2 million during the three months ended March 31, 2004 due to the timing of payments to vendors.
 
 Due to affiliates increased $49,000 due to timing of cash payments to affiliates.
 
 During the three months ended March 31, 2004, the Partnership made the regularly scheduled principal payments of $48,000 to the lender of the non-recourse debt.
 
 The Partnership is a participant in a $7.5 million warehouse facility. The warehouse facility is shared by the Partnership, PLM Equipment Growth Fund VI, PLM Equipment Growth & Income Fund VII, and MILPI Holdings LLC (MILPI), all of which are related parties. The facility provides for financing up to 100% of the cost of the equipment and expires on December 31, 2004. Any borrowings by the Partnership are collateralized by equipment purchased with the proceeds of the loan. Outstanding borrowings by one borrower reduce the amount available to each of the other borrowers under the facility. Individual borrowings may be outstanding for no more than 270 days, with all advances due no later than December 31, 2004. Interest accrues either at the prime rate or LIBOR plus 2.0% at the borrowers option and is set at the time of an advance of funds. Borrowings by the Partnership are guaranteed by PLM International, Inc. and MILPI, the parent companies of the General Partner. The Partnership is not liable for the advances made to the other borrowers.
 
 As of May 14, 2004, there were no outstanding borrowings on this facility by the Partnership or any of the other eligible borrowers.
 
 In the first quarter of 2004, the General Partner, on behalf of the Partnership, signed a term sheet for a $15.0 million loan facility to be used by the Partnership to purchase new and used railcars. The facility will have a term of up to two years and will bear interest at LIBOR or the lender's base rate plus a margin. As this facility in currently in the process of being documented, their can be no assurance that this facility will be completed.
 
 PLM Transportation Equipment Corp. (TEC), an affiliate of the General Partner, arranged for the lease or purchase of up to 1,050 railcars with a delivery date between 2002 and 2004. As of March 31, 2004, TEC or an affiliated program have purchased 208 railcars, at a cost of $15.3 million, and have leased 487 railcars. During 2004, TEC or an affiliated program will purchase or lease the remaining 352 railcars included in the commitment. The commitment requires a minimum of 30% of the 352 railcars to be purchased at a cost of $7.5 million. The remaining 70% of the 352 railcars may be leased or purchased. As included in the commitment table below, the total purchase price for the 352 railcars is $25.0 million.
 
 The remaining railcars to be purchased or leased under this commitment, with a cost of $25.0 million, will be delivered in 2004 and may be purchased or leased by TEC, the Partnership, an affiliated program, or an unaffiliated third party.
 
 In the fourth quarter of 2003, FSI exercised its option under the above agreement to purchase or lease 400 additional railcars which will be delivered in 2004 and 2005. The total cost for the purchase of all 400 railcars is approximately $28.4 million. In accordance with the agreement, up to 70% of these railcars may be leased.
 
 The Partnership, an affiliate, or unaffiliated third party may purchase or lease these railcars. While FSI has not determined which managed program will buy these railcars, it is possible that they will be purchased by the Partnership.
 
 In the first quarter of 2004, an affiliate of FSI purchased 43 sulfur railcars for $2.5 million. FSI anticipates these railcars will be sold to a managed program or an unaffiliated third party in 2004.
 
 At March 31, 2004, railcars with an original equipment cost of $2.5 million were owned by FSI. While FSI has neither determined if a Program Affiliate will purchase these railcars nor the timing of any purchases, it is possible the Partnership may purchase some of the railcars.
 
 Commitment and contingencies as of March 31, 2004 are as follows (in thousands of dollars):
 
 Less than
1-3Partnership Obligations:

Total

1 Year

YearsNon-recourse debt


$838

$198

$640Affiliate Obligations:Commitment to purchase railcars


$66,237

$45,985

$20,252Commitment to purchasesulfur railcars


2,531

2,531

--$68,768
1
$48,516

$20,252  1  While FSI has neither determined if a Program Affiliate will purchase these railcars nor the timing of any purchases, it is possible the Partnership may purchase some of the railcars.
 
 -- 
 (IV)  RECENT ACCOUNTING PRONOUNCEMENTS
 
 In January 2003, Financial Accounting Standards Board issued Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46). FIN 46 requires the Partnership to evaluate all existing arrangements to identify situations where the Partnership has a variable interest, commonly evidenced by a guarantee arrangement or other commitment to provide financial support, in a variable interest entity, commonly a thinly capitalized entity, and further determine when such variable interest requires the Partnership to consolidate the variable interest entities financial statements with its own. The Partnership is required to perform this assessment by December 31, 2004 and consolidate any variable interest entities for which the Partnership will absorb a majority of the entities expected losses or receive a majority of the expected residual gains.
 
 The General Partner is still in the process of evaluating its impact and has not completed its analysis or concluded on the impact that FIN 46 will have on the Partnership.
 
 (V)  OUTLOOK FOR THE FUTURE
 
 The ability of the Partnership to realize acceptable lease rates on its equipment in the different equipment markets is contingent on many factors, such as specific market conditions and economic activity, technological obsolescence, and government or other regulations. The unpredictability of these factors makes it difficult for the General Partner to clearly define trends or influences that may impact the performance of the Partnership's equipment. The General Partner continually monitors both the equipment markets and the performance of the Partnership's equipment in these markets. The General Partner may decide to reduce the Partnership's exposure to equipment markets in which it determines it cannot operate equipment to achieve acceptable rates of return. Alternatively, the General Partner may make a determination to enter equipment markets in which it perceives opportunities to profit from supply/demand instabilities or other market imperfections.
 
 Several factors may affect the Partnerships operating performance during the remainder of 2004 and beyond, including changes in the markets for the Partnerships equipment and changes in the regulatory environment in which that equipment operates.
 
 Recently, worldwide steel prices have increased due to the demand in China for steel. While the General Partner is unable to determine if the price of steel will remain at these levels, if they do remain at the current level, or were to increase further, the General Partner would expect to see increases in the price of new or used transportation equipment such as railcars, marine containers and marine vessels that contain this product. In addition, the increase in the price of new steel effectively increases the price paid for scrap steel. Currently, the price of certain new equipment has increased as much as 30% over the past few months. Accordingly, if these prices become sustained for a long period of time, the General Partner would expect the lease rates for this type of equipment to increase as a result of this.
 
 The Partnerships operation of a diversified equipment portfolio in a broad base of markets is intended to reduce its exposure to volatility in individual equipment sectors.
 
 Other factors affecting the Partnerships contribution during the remainder of 2004 and beyond include:
 
 (1)  The Partnerships marine containers are in excess of 14 years of age and are no longer suitable for use in international commerce either due to its specific physical condition or lessees preference for newer equipment. Demand for these marine containers will continue to be weak due to their age. In addition, some of the Partnerships refrigerated marine containers have become delaminated. This condition lowers the demand for these marine containers and has led to declining lease rates and lower utilization on containers with this problem;
 
 (2)  Economic recovery in the railcar segment seems to be back on track after an uncertain second half of 2003. Orders for new railcars, a key leading indicator, jumped to 18,000 in the first quarter of 2004 from approximately 12,000 in the fourth quarter of 2003. Overall railcar loadings are now forecast to grow approximately 5% in 2004 which is an extremely strong outlook. Chemical and petroleum railcar loadings, the most important drivers for the majority of the Partnerships fleet, increased 2% and 3% in the first quarter, as reported by the American Association of Railroads. Industry fleet utilization numbers are not specifically available, but are generally considered to have increased in all railcar types. The speed of recovery in lease rates continues to be dependent on the number of idle railcars in fleets owned by various shippers and leasing competitors who have been very aggressive in quoted rates compared to historical norms. Another key will be the ability of the railroads to operate efficiently at the higher volumes and avoid congestion. At this point, congestion has been localized and has not had a significant effect;
 
 (3)  The Partnership has an investment in a double-hull product tanker constructed in 1985 that operates in international markets carrying a variety of clean commodity-type cargoes. Demand for commodity-based shipping is closely tied to worldwide economic growth patterns, which can affect demand by causing changes in specific grade volume on trade routes. The General Partner operates the Partnerships product tanker in the spot charter markets, carrying mostly gasoline, jet fuel, gas oils and similar petroleum distillates or simple chemicals or vegetable oils, an approach that provides the flexibility to adapt to changes in market conditions.
 
 In the first quarter of 2004, freight rates for the Partnerships marine vessel continued to remain strong due to an increase on the demand side for sea transportation resulting from improving economies worldwide. The demand is expected to continue until new tonnage starts coming on line mid year. The cold weather and demand for refined home heating oil on United States east coast coupled with strong demand for imported gasoline has given an added boost to charter rates in early 2004.
 
 The General Partner is seeing an increase in the market price for product tankers. As market prices for the Partnership partially owned product tanker have increased, the General Partner is currently in the process of determining whether this is an advantageous time to sell this marine vessel;
 
 (4)  Market demand for new and used aircraft has been severely impacted by the poor financial condition of the airline industry. The General Partner believes that there is a significant oversupply of commercial aircraft available that has caused a decrease in aircraft fair market values. The General Partner believes aircraft prices have decreased to a level which may make them attractive investment opportunities. Accordingly, the Partnership may purchase aircraft in 2004.
 
 During 2001, the lessee of three Stage II Boeing 737-200 commercial aircraft notified the General Partner of its intention to return this aircraft and stopped making lease payments. During October 2002, the General Partner reached an agreement with the lessee of these aircraft for the past due lease payments. The lessee made an initial payment during October 2002, to be followed by 23 equal monthly installments beginning in November 2002. Unpaid outstanding amounts will accrue interest at a rate of 5%. The balance outstanding at March 31, 2004 was $1.1 million. Due to the uncertainty of ultimate collection, the General Partner will continue to fully reserve the unpaid outstanding balance less the security deposit from this lessee and any payments received through May 14, 2004. As of May 14, 2004, the lessee was current with all the installment payments due to the Partnership except for the installment payment due during  May 2004.
 
 Additionally, the same lessee is continuing to lease one remaining aircraft on a month to month lease agreement. As of May 14, 2004, the lessee is 11 months in arrears with its lease payments to the Partnership totaling $0.6 million on this aircraft and the two sold aircraft. The General Partner is currently reviewing its options including the possibility of sending the lessee a notification of default. Due to the age of the remaining aircraft and the economic condition of the airline industry, should the General Partner repossess this aircraft, it will be difficult to remarket and may be off-lease for a considerable period of time. Due to the uncertainty of ultimate collection, the General Partner will continue to fully reserve the unpaid outstanding balance.
 
 During March 2003, the General Partner received notification from another lessee that leased two Boeing 737-200 commercial aircraft and a DHC-8-300, that it was declaring bankruptcy. In the second quarter of 2003, the lease for the DHC-8-300 was extended to January 2005 at a reduced rate. The lease on one Boeing 737-200 expired during May 2003 and the aircraft was returned to the Partnership and subsequently sold. During January 2004, the other Boeing 737-200 was returned to the Partnership. Given the economic condition of the airline industry, this aircraft may remain in storage and off-lease for the foreseeable future. In March 2004, the General Partner reached an agreement with this lessee to pay $1.7 million in past due rent related to the two Boeing 737s. This amount was included in accounts receivables at December 31, 2003 and was paid in March 2004;
 
 The Partnership owns two DHC-8-102 commuter aircraft. One aircraft is on consignment to a vendor who will part-out the aircraft. The Partnership has received a letter of intent to purchase the other DHC-8-102 and has received a $0.1 million refundable deposit during April 2004 towards the purchase. There can be no assurance that this transaction will close. Accordingly, this aircraft may remain in storage and off-lease for a significant period of time.
 
 (5)  Starting on July 1, 2004, the reduced rate for management fees will expire and the rate will return to the pre-settlement rate; and
 
 (6)  The Partnership is expected to continue to have increased general and administrative costs due to costs associated with the acquisition of additional equipment.
 
 The Partnership may commit to purchase additional equipment with its cash flow, surplus cash, and equipment sale proceeds, consistent with the objectives of the Partnership, until December 31, 2004. The General Partner believes that these acquisitions may cause the Partnership to generate additional earnings and cash flow for the Partnership. The Partnership will terminate on December 31, 2010, unless terminated earlier upon sale of all equipment and by certain other events.
 
 The Partnership intends to use cash flow from operations to satisfy its operating requirements, pay loan principal and interest on debt, and purchase additional equipment.
 
 The General Partner believes prices on certain transportation equipment, primarily railcar equipment and selected aircraft equipment, have reached attractive levels and is currently in the market to make investments in 2004. The General Partner believes that transportation equipment purchased in today's economic environment may appreciate. Accordingly, the General Partner believes that most of the cash currently held by the Partnership will be used to purchase additional equipment.
 
 The General Partner does not anticipate declaring any cash distributions to the partners until at least the end of the investment phase of the Partnership. Cash distributions when paid to the partners generally consist of both a return of and a return on capital. Cash distributions do not represent and are not indicative of yield on investment. Actual yield on investment cannot be determined with any certainty until conclusion of the Partnership and will be dependent upon the collection of all future contracted rent, the generation of renewal and/or re-lease rents and the residual value realized for each asset at its disposal.
 
 (VI)  FORWARD-LOOKING INFORMATION
 
 Except for the historical information contained herein, this Form 10-QSB contains forward-looking statements that involve risks and uncertainties, such as statements of the Partnerships plans, objectives, expectations, and intentions. The cautionary statements made in this Form 10-QSB should be read as being applicable to all related forward-looking statements wherever they appear in this Form 10-QSB. There are a number of important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made herein. These factors include, but are not limited to, the collection of the Partnerships contracted rents, the realization of residual proceeds, and future economic conditions.
 
 ITEM 3.  CONTROLS AND PROCEDURES
 
 Limitations on the Effectiveness of Controls
 
 The General Partners management, including its President and Chief Financial Officer (CFO), does not expect that our internal controls or disclosure control will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
 
 Because of the inherent limitations in all control systems, no evaluation of control can provide absolute assurance that all control issues and instances of fraud, if any, within the Partnership have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, collusion of two or more people, or by management override of the control. The design of any system of controls also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
 
 Notwithstanding the forgoing limitations, we believe that our internal controls and disclosure control provide reasonable assurances that the objectives of our control system are met.
 
 Quarterly Evaluation of the Partnerships Disclosure Controls and Internal Controls
 
 (1)  Within the 90-day period prior to the filing of this report, the General Partner carried out an evaluation, under the supervision and with the participation of the General Partners management, including its President and CFO, of the effectiveness of the design and operation of the Partnerships disclosure controls and procedures pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 (the Exchange Act). Based upon that evaluation, the President and CFO concluded that the Partnerships disclosure controls and procedures are effective in timely alerting them to material information relating to the Partnerships required to be included in the Partnerships exchange act filings.
 
 (2)  There have been no significant changes in the Partnerships internal controls or in other factors which could significantly affect internal controls subsequent to the date the General Partner carried out its evaluations.
 
 -- 
 PART II  OTHER INFORMATION
 
 
 ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
 
 (a)  Exhibits
 
 31.1  Certificate of President of the General Partner pursuant to Section 302 of Sarbanes - Oxley Act.
 
 31.2  Certificate of Chief Financial Officer of the General Partner pursuant to Section 302 of Sarbanes - Oxley Act.
 
 32.1  Certificate of President of the General Partner pursuant to Section 906 of Sarbanes - Oxley Act.
 
 32.2  Certificate of Chief Financial Officer of the General Partner pursuant to Section 906 of Sarbanes - Oxley Act.
 
 (b)  Reports on Form 8-K
 
 None.
 
 
 
 
 
 
 
 
 
 
 (This space intentionally left blank)
 -- 
 
 
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 PLM EQUIPMENT GROWTH FUND V
 
 By:  PLM Financial Services, Inc.
 General Partner
 
 
 
 Date:  May 14, 2004  By:  /s/ Richard K Brock
 Richard K Brock
 Chief Financial Officer