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




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


[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(D) OF THE  SECURITIES
     EXCHANGE ACT OF 1934
     FOR THE TRANSITION PERIOD FROM              TO


                         COMMISSION FILE NUMBER 33-32258
                             _______________________



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


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

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



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


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








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

<TABLE>
<CAPTION>



                                                                               June 30,             December 31,
                                                                               1999                 1998
                                                                         --------------------------------------
Assets

<S>                                                                        <C>                    <C>
Equipment held for operating lease, at cost                                $   109,563            $   109,515
Less accumulated depreciation                                                  (72,193)               (68,711)
                                                                          --------------------------------------
  Net equipment                                                                 37,370                 40,804

Cash and cash equivalents                                                        2,209                  1,774
Restricted cash                                                                    108                    108
Accounts receivable, net of allowance for doubtful
    accounts of $94 in 1999 and $77 in 1998                                      3,826                  3,188
Investments in unconsolidated special-purpose entities                          12,119                 15,144
Deferred charges, net of accumulated amortization of
    $1,150 in 1999 and $1,038 in 1998                                              177                    277
Prepaid expenses and other assets                                                   24                     81
                                                                          --------------------------------------

      Total assets                                                         $    55,833            $    61,376
                                                                          ======================================


LIABILITIES AND PARTNERS' CAPITAL


Liabilities:

Accounts payable and accrued expenses                                      $       454            $       593
Due to affiliates                                                                  406                    339
Lessee deposits and reserve for repairs                                          2,287                  2,450
Note payable                                                                    19,355                 23,588
                                                                          --------------------------------------
    Total liabilities                                                           22,502                 26,970
                                                                          --------------------------------------

Partners' capital:

Limited partners (9,067,911 limited partnership units as of
    June 30, 1999 and 9,081,028 as of December 31, 1998)                        33,331                 34,406
General Partner                                                                     --                     --
                                                                          --------------------------------------
    Total partners' capital                                                     33,331                 34,406
                                                                          --------------------------------------

      Total liabilities and partners' capital                              $    55,833            $    61,376
                                                                          ======================================

</TABLE>











                 See accompanying notes to financial statements.














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

<TABLE>
<CAPTION>

                                                     For the Three Months                 For the Six Months
                                                        Ended June 30,                      Ended June 30,
                                                        1999          1998                1999             1998
                                                 --------------------------------------------------------------------
REVENUES

<S>                                                <C>             <C>                 <C>              <C>
Lease revenue                                      $   5,362       $   6,551           $  10,195        $  11,763
Interest and other income                                 54              99                 100              260
Net gain on disposition of equipment                      45             359                 105              494
                                                 --------------------------------------------------------------------
    Total revenues                                     5,461           7,009              10,400           12,517
                                                 --------------------------------------------------------------------

EXPENSES

Depreciation and amortization                          2,296           2,880               4,559            5,521
Repairs and maintenance                                  406             450                 881              774
Equipment operating expenses                             820           1,680               1,338            2,671
Insurance expense to affiliate                            --             (66)                 --              (56)
Other insurance expense                                   91               8                 214               79
Management fees to affiliate                             266             318                 506              574
Interest expense                                         316             512                 681            1,045
General and administrative expenses
      to affiliates                                      205             234                 454              471
Other general and administrative expenses                165             154                 290              294
Provision for bad debts                                   33              25                  25               32
                                                 --------------------------------------------------------------------
    Total expenses                                     4,598           6,195               8,948           11,405
                                                 --------------------------------------------------------------------

Equity in net income (loss) of unconsolidated
      special-purpose entities                          (105)            269               1,402              305
                                                 --------------------------------------------------------------------

Net income                                         $     758       $   1,083           $   2,854        $   1,417
                                                 ====================================================================

PARTNERS' SHARE OF NET INCOME:

Limited partners                                   $     639       $     891           $   2,615        $   1,034
General Partner                                          119             192                 239              383
                                                 --------------------------------------------------------------------

Total                                              $     758       $   1,083           $   2,854        $   1,417
                                                 ====================================================================

Net income per weighted-average
      limited partnership unit                     $    0.07       $    0.10           $    0.29        $    0.11
                                                 ====================================================================

Cash distribution                                  $   2,188       $   3,825           $   3,844        $   7,650
                                                 ====================================================================

Cash distribution per weighted-average
      limited partnership unit                     $    0.23       $    0.40           $    0.40        $    0.80
                                                 ====================================================================
</TABLE>








                 See accompanying notes to financial statements.



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

<TABLE>
<CAPTION>
                                                            Limited              General
                                                           Partners              Partner                    Total
                                                        ----------------------------------------------------------


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

Net income                                                      1,796                 574                   2,370

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

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

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

Net income                                                      2,615                 239                   2,854

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

Cash distribution                                              (3,605)               (239)                 (3,844)
                                                        ------------------------------------------------------------

  Partners' capital as of June 30, 1999                   $    33,331            $     --             $    33,331
                                                        ============================================================
</TABLE>





























                 See accompanying notes to financial statements.




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

                                                                                      For the Six Months
                                                                                        Ended June 30,
                                                                                  1999          1998
                                                                              ---------------------------
OPERATING ACTIVITIES


<S>                                                                            <C>             <C>
Net income                                                                     $    2,854      $    1,417
Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
  Depreciation and amortization                                                     4,559           5,521
  Net gain on disposition of equipment                                               (105)           (494)
  Equity in net income from unconsolidated
      special-purpose entities                                                     (1,402)           (305)
  Changes in operating assets and liabilities, net:
    Restricted cash                                                                    --               3
    Accounts receivable, net                                                         (649)           (764)
    Prepaid expenses and other assets                                                  57              65
    Accounts payable and accrued expenses                                            (139)         (1,120)
    Due to affiliates                                                                  67            (100)
    Lessee deposits and reserve for repairs                                          (163)            189
                                                                             ------------------------------

      Net cash provided by operating activities                                     5,079           4,412
                                                                             -------------------------------

INVESTING ACTIVITIES

Payments for purchase of equipment and capitalized improvements                    (1,255)         (8,285)
Payments of acquisition fees to affiliate                                             (56)           (414)
Payments of lease negotiation fees to affiliate                                       (13)            (92)
Distribution from liquidation of unconsolidated special-purpose entity              3,553           3,724
Distributions from unconsolidated special-purpose entities                            874           2,882
Proceeds from disposition of equipment                                                415           1,487
                                                                             -------------------------------
      Net cash provided by (used in) investing activities                           3,518            (698)
                                                                             -------------------------------

FINANCING ACTIVITIES

Payments of note payable                                                           (4,233)         (4,481)
Proceeds from short-term note payable                                                  --           1,600
Cash distribution paid to limited partners                                         (3,605)         (7,267)
Cash distribution paid to General Partner                                            (239)           (383)
Repurchase of limited partnership units                                               (85)            (42)
                                                                             -------------------------------
      Net cash used in financing activities                                        (8,162)        (10,573)
                                                                             -------------------------------

Net increase (decrease) in cash and cash equivalents                                  435          (6,859)
Cash and cash equivalents at beginning of period                                    1,774           9,884
                                                                             -------------------------------
Cash and cash equivalents at end of period                                     $    2,209      $    3,025
                                                                             ===============================

SUPPLEMENTAL INFORMATION
Interest paid                                                                  $      730      $    1,091

                                                                             ================================
</TABLE>







                 See accompanying notes to financial statements.




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

1. Opinion of Management

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

2. Schedule of Partnership Phases

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

3. Repurchase of Limited Partnership Units

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

4. Cash Distributions

Cash  distributions  are recorded when paid and may include amounts in excess of
net income that are  considered to represent a return of capital.  For the three
months ended June 30, 1999 and 1998, cash distributions totaled $2.2 million and
$3.8  million,  respectively.  For the six months  ended June 30, 1999 and 1998,
cash  distributions  totaled $3.8 million and $7.6 million,  respectively.  Cash
distributions  to the limited  partners of $1.0 million and $6.2 million for the
six  months  ended June 30,  1999 and 1998,  respectively,  were  deemed to be a
return of capital.

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

5. Transactions with General Partner and Affiliates

The balance due to  affiliates  as of June 30, 1999 included $0.3 million due to
FSI and its affiliates  for  management  fees and $0.1 million due to affiliated
unconsolidated  special-purpose  entities (USPEs). The balance due to affiliates
as of December 31, 1998 included $0.2 million due to FSI and its  affiliates for
management fees and $0.1 million due to an affiliated USPE.

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




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

5. Transactions with General Partner and Affiliates (continued)

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

                                                     For the Three Months                 For the Six Months
                                                        Ended June 30,                      Ended June 30,
                                                      1999            1998                1999             1998
                                                 --------------------------------------------------------------------

<S>                                             <C>             <C>                 <C>              <C>
Data processing and administrative
 expenses                                       $      16       $      23           $      38        $      48
Management fees                                        13              96                  26              187
Insurance expense                                      --              (2)                 --               --
</TABLE>


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

6. Equipment

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

                                               June 30,            December 31,
                                                 1999                 1998
                                          -------------------------------------

Aircraft                                      $   52,402           $    51,090
Marine vessels                                    25,890                25,890
Railcars                                          11,383                11,383
Marine containers                                 10,629                11,842
Trailers                                           9,259                 9,310
                                            -------------        --------------
                                                 109,563               109,515
Less accumulated depreciation                    (72,193)              (68,711)
    Net equipment                             $   37,370           $    40,804
                                            =============        ==============

As of June 30, 1999,  all owned  equipment in the  Partnership's  portfolio  was
either  on  lease or  operating  in  PLM-affiliated  short-term  trailer  rental
facilities  except for 7 railcars and 60 marine containers with a net book value
of  $0.4  million.  As  of  December  31,  1998,  all  owned  equipment  in  the
Partnership's  portfolio  was  either on lease or  operating  in  PLM-affiliated
short-term  trailer  rental  facilities  except for 10 railcars  with a net book
value of $0.1 million.

During the six months ended June 30, 1999,  the  Partnership  disposed of marine
containers  and trailers with an aggregate  net book value of $0.3 million,  for
$0.4 million.

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

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




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

7. Investments in Unconsolidated Special-Purpose Entities

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

                                                                                 June 30           December 31,
                                                                                     1999              1998

                                                                             ---------------------------------------
   <S>                                                                         <C>                  <C>
   48% interest in an entity owning a product tanker                           $      6,312         $      6,890
   25% interest in a trust owning two commercial aircraft on direct
            finance lease                                                             2,656                2,771
   50% interest in an entity owning a bulk carrier                                    1,827                1,872
   50% interest in an entity owning a product tanker                                  1,324                1,552
   17% interest in two trusts that owned three commercial aircraft,
             two aircraft engines, and a portfolio of aircraft rotables                  --                2,059
      Net investments                                                          $     12,119         $     15,144
                                                                             ===============      ===============
</TABLE>

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

During  the six  months  ended  June 30,  1999,  the  General  Partner  sold the
Partnership's  17%  interest in two trusts that owned a total of three  737-200A
Stage II commercial aircraft,  two stage II aircraft engines, and a portfolio of
aircraft  rotables.  The  Partnership's  interest in these  trusts were sold for
proceeds of $3.6 million for its net investment of $2.0 million.

8. Operating Segments

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

The following  tables present a summary of the operating  segments (in thousands
of dollars):
<TABLE>
<CAPTION>

                                                  Marine                Marine
                                      Aircraft    Vessel     Railcar   Container   Trailer
For the quarter ended June 30, 1999    Leasing    Leasing    Leasing    Leasing    Leasing    All Other<F1>1   Total
-----------------------------------


<S>                                   <C>        <C>        <C>         <C>        <C>         <C>        <C>
REVENUES
  Lease revenue                       $   2,052  $   1,900  $      606  $     188  $     616   $      --  $   5,362
  Interest income and other                   8          2          --          5         --          39         54
  Gain (loss) on disposition of equipment    --         --          --         62        (17)         --         45
    Total revenues                        2,060      1,902         606        255        599          39      5,461

Costs and expenses
  Operations support                         17        970         117          1        199          13      1,317
  Depreciation and amortization           1,308        466         154        156        166          46      2,296
  Interest expense                           --         --          --         --         --         316        316
  Management fees to affiliate               80         95          41          9         41          --        266
  General and administrative expenses         6         11          11         --        149         193        370
  Provision for bad debts                    --         --          13          1         19          --         33
    Total costs and expenses              1,411      1,542         336        167        574         568      4,598
Equity in net income (loss) of USPEs         99       (204)         --         --         --          --       (105)
Net income (loss)                     $     748  $     156  $      270  $      88  $      25   $    (529) $     758
                                     ===============================================================================

Total assets as of June 30, 1999      $  22,230  $  20,658  $    3,752  $   2,506  $   3,709   $   2,978  $  55,833
                                     ===============================================================================
<FN>
<F1>1  Includes  interest  income  and costs not  identifiable  to a  particular
segment,  such as  certain  general  and  administrative,  certain  amortization
expense, interest expense, and certain operations support.
</FN>
</TABLE>




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

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

                                                  Marine                Marine
                                      Aircraft    Vessel     Railcar   Container   Trailer
For the quarter ended June 30, 1998    Leasing    Leasing    Leasing    Leasing    Leasing    All Other<F1>1   Total
-----------------------------------

<S>                                   <C>        <C>        <C>         <C>        <C>         <C>        <C>
REVENUES
  Lease revenue                       $   2,219  $   2,782  $      630  $     238  $     682   $      --  $   6,551
  Interest income and other                  11         60          --         --         --          28         99
  Gain on disposition of equipment           --         --          --        236        123          --        359
    Total revenues                        2,230      2,842         630        474        805          28      7,009

COSTS AND EXPENSES
  Operations support                         19      1,705         169          3        181          (5)     2,072
  Depreciation and amortization           1,714        527         173        222        205          39      2,880
  Interest expense                           --         --          --         --         --         512        512
  Management fees to affiliate               80        139          43         10         46          --        318
  General and administrative expenses        23          9          12         --        160         184        388
  Provision for (recovery of) bad debts      --         --          (1)        31         (5 )        --         25
    Total costs and expenses              1,836      2,380         396        266        587         730      6,195
Equity in net income of USPEs                93        176          --         --         --          --        269
Net income (loss)                     $     487  $     638  $      234  $     208  $     218   $    (702) $   1,083
                                     ===============================================================================

Total assets as of June 30, 1998      $  26,996  $  25,010  $    4,425  $   4,655  $   4,458   $   4,302  $  69,846
                                     ===============================================================================

                                                  Marine                Marine
For the six months ended              Aircraft    Vessel     Railcar   Container   Trailer
      June 30, 1999                    Leasing    Leasing    Leasing    Leasing    Leasing    All Other<F1>1   Total
-----------------------------------

REVENUES
  Lease revenue                       $   4,244  $   3,041  $    1,208  $     447  $   1,255   $      --  $  10,195
  Interest income and other                  17          2          --          5         --          76        100
  Gain (loss) on disposition of equipment    --         --          --        124        (19 )        --        105
    Total revenues                        4,261      3,043       1,208        576      1,236          76     10,400

COSTS AND EXPENSES
  Operations support                         32      1,761         235          2        378          25      2,433
  Depreciation and amortization           2,589        932         308        320        334          76      4,559
  Interest expense                           --         --          --         --         --         681        681
  Management fees to affiliate              175        152          82         22         75          --        506
  General and administrative expenses        13         19          22         --        301         389        744
  Provision for (recovery of) bad debts      --         --          16         (3)        12          --         25
    Total costs and expenses              2,809      2,864         663        341      1,100       1,171      8,948
Equity in net income (loss) of USPEs      1,670       (268)         --         --         --          --      1,402
Net income (loss)                     $   3,122  $     (89) $      545  $     235  $     136   $  (1,095) $   2,854
                                     ===============================================================================

Total assets as of June 30, 1999      $  22,230  $  20,658  $    3,752  $   2,506  $   3,709   $   2,978  $  55,833
                                     ===============================================================================











<FN>

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




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

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

                                                  Marine                Marine
For the six months ended              Aircraft    Vessel     Railcar   Container   Trailer
      June 30, 1998                    Leasing    Leasing    Leasing    Leasing    Leasing    All Other<F1>1   Total
-----------------------------------

<S>                                   <C>        <C>        <C>         <C>        <C>         <C>        <C>
REVENUES
  Lease revenue                       $   4,446  $   3,952  $    1,261  $     767  $   1,337   $      --  $  11,763
  Interest income and other                  23         64          --          1         --         172        260
  Gain on disposition of equipment           --         --          --        368        126          --        494
    Total revenues                        4,469      4,016       1,261      1,136      1,463         172     12,517

COSTS AND EXPENSES
  Operations support                         40      2,877         214          6        321          10      3,468
  Depreciation and amortization           3,414        813         348        463        411          72      5,521
  Interest expense                           --         --          --         --         --       1,045      1,045
  Management fees to affiliate              163        198          87         37         89          --        574
  General and administrative expenses        33         32          21         --        299         380        765
  Provision for (recovery of) bad debts      --         --          (3)        31          4          --         32
    Total costs and expenses              3,650      3,920         667        537      1,124       1,507     11,405
Equity in net income of USPEs               158        147          --         --         --          --        305
Net income (loss)                     $     977  $     243  $      594  $     599  $     339   $  (1,335) $   1,417
                                     ===============================================================================

Total assets as of June 30, 1998      $  26,996  $  25,010  $    4,425  $   4,655  $   4,458   $   4,302  $  69,846
                                     ===============================================================================

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


9. Debt

The  Partnership  made the  regularly  scheduled  installment  payments  of $3.9
million and quarterly interest payments to the lender of the note payable during
the six months  ended June 30, 1999 at a rate of LIBOR plus 1.2% per annum (6.2%
at June 30, 1999 and 6.6% at December 31, 1998).  The Partnership  also paid the
lender of the senior  note an  additional  $0.3  million  from  equipment  sales
proceeds, as required by the loan agreement.

10. Net Income Per Weighted-Average Partnership Unit

Net income per  weighted-average  Partnership  unit was computed by dividing net
income  attributable  to  limited  partners  by the  weighted-average  number of
Partnership units deemed  outstanding  during the period.  The  weighted-average
number of Partnership units deemed  outstanding  during the three and six months
ended  June  30,  1999,   was  9,073,779  and   9,076,014,   respectively.   The
weighted-average number of Partnership units deemed outstanding during the three
and six months ended June 30, 1998, was 9,081,932 and 9,083,175, respectively.

11. Contingencies

PLM International (the Company) and various of its wholly-owned subsidiaries are
named as defendants  in a lawsuit  filed as a purported  class action on January
22,  1997 in the  Circuit  Court of Mobile  County,  Mobile,  Alabama,  Case No.
CV-97-251  (the Koch action).  Plaintiffs,  who filed the complaint on their own
and on behalf of all class members similarly  situated,  are six individuals who
invested in certain  California  limited  partnerships  for which the  Company's
wholly-owned subsidiary, PLM Financial Services, Inc. (FSI), acts as the general
partner,  including PLM Equipment Growth Fund IV (Fund IV), PLM Equipment Growth
Fund V (Fund V),  PLM  Equipment  Growth  Fund VI (Fund VI),  and PLM  Equipment
Growth & Income  Fund VII (Fund  VII)  (the  Funds).  The  state  court ex parte
certified the action as a class action (i.e.,  solely upon  plaintiffs'  request
and without the Company being given the opportunity to file an opposition).  The
complaint asserts eight causes of action against all defendants, as





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

11. Contingencies (continued)

follows:  fraud  and  deceit,   suppression,   negligent  misrepresentation  and
suppression, intentional breach of fiduciary duty, negligent breach of fiduciary
duty, unjust enrichment,  conversion, and conspiracy.  Additionally,  plaintiffs
allege a cause of action against PLM Securities  Corp. for breach of third party
beneficiary  contracts in violation of the National  Association  of  Securities
Dealers  rules of fair  practice.  Plaintiffs  allege that each  defendant  owed
plaintiffs  and the class  certain  duties due to their  status as  fiduciaries,
financial  advisors,  agents,  and  control  persons.  Based  on  these  duties,
plaintiffs assert liability against  defendants for improper sales and marketing
practices,  mismanagement of the Funds, and concealing such  mismanagement  from
investors in the Funds.  Plaintiffs seek unspecified  compensatory and recissory
damages,  as well as punitive damages,  and have offered to tender their limited
partnership units back to the defendants.

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

Following  various  unsuccessful  requests that the court reverse,  or otherwise
certify for appeal,  its order denying  plaintiffs' motion to remand the case to
state court and dismissing the California  plaintiff's claims,  plaintiffs filed
with the U.S. Court of Appeals for the Eleventh Circuit a petition for a writ of
mandamus  seeking to reverse the court's  order.  The  Eleventh  Circuit  denied
plaintiffs' petition in November 1997, and further denied plaintiffs  subsequent
motion in the Eleventh  Circuit for a rehearing on this issue.  Plaintiffs  also
appealed the court's order granting  defendants'  motion to compel  arbitration,
but in June 1998  voluntarily  dismissed their appeal pending  settlement of the
Koch action, as discussed below.

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

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

                                                      -


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

11.  Contingencies  (continued)

Corporations  Code  Sections  25400 and 25500) and for  violation of  California
Civil Code  Sections  1709 and 1710.  Plaintiff  also served  certain  discovery
requests  on  defendants.  Because  of the  stay,  no  response  to the  amended
complaint or to the discovery is currently required.

In May 1998, all parties to the Koch and Romei actions entered into a memorandum
of  understanding  related to the  settlement  of those  actions  (the  monetary
settlement),  following  which the  parties  agreed to an  additional  equitable
settlement (the equitable settlement).  The terms of the monetary settlement and
the equitable  settlement are contained in a Stipulation of Settlement  that was
filed with the court on February 12, 1999. On June 14, 1999, the parties amended
the stipulation and revised certain exhibits, and requested that the court set a
preliminary   approval   hearing  on  the  monetary   settlement  and  equitable
settlement.

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

The preliminary  approval  hearing was set for and occurred on June 25, 1999. On
June  29,  1999,  the  court  entered  orders,  among  other  things,   granting
preliminary  approval of the monetary and equitable  settlements,  conditionally
certifying the monetary and equitable settlement classes,  providing for a final
fairness  hearing on November  16, 1999,  approving  the form and content of the
notices to be sent to the monetary  class and the equitable  class,  and staying
all claims, counterclaims, and crossclaims by the monetary and equitable classes
against  defendants  pending the court's  consideration  of the  fairness of the
monetary and equitable  settlements at the final fairness hearing.  The monetary
settlement  class  (the  monetary  class)  consists  of all  investors,  limited
partners,  assignees,  or unit  holders  who  purchased  or  received  by way of
transfer or assignment  any units in the Funds between May 23, 1989 and June 29,
1999.  The equitable  settlement  class (the  equitable  class)  consists of all
investors, limited partners, assignees or unit holders who on June 29, 1999 held
any units in Funds V, VI, and VII, and their assigns and successors in interest.
On June 29, 1999 the court also entered an order  preliminarily  approving as to
form and substance the form of solicitation  statement that is to be distributed
to limited  partners of Funds V, VI, and VII in  connection  with the  equitable
settlement,  following  clearance by and with such  changes  necessary to comply
with the comments,  if any, of the Securities and Exchange  Commission  (SEC) in
its review and clearance  procedures.  The monetary and equitable  class notices
will be sent to the  monetary and  equitable  classes,  respectively,  following
clearance by the SEC of the solicitation statement.

                                                      -


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

11. Contingencies (continued)

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

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













                      (This space intentionally left blank)




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

(I) RESULTS OF OPERATIONS

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

(A) Owned Equipment Operations

Lease  revenues  less  direct  expenses  (defined  as repairs  and  maintenance,
equipment operating,  and asset-specific  insurance expenses) on owned equipment
decreased during the three months ended June 30, 1999, when compared to the same
period of 1998.  Gains or losses from the sale of equipment,  interest and other
income,  and certain  expenses such as depreciation and amortization and general
and  administrative  expenses relating to the operating  segments (see Note 8 to
the financial  statements),  are not included in the owned  equipment  operation
discussion  because  these  expenses  are indirect in nature and not a result of
operations,  but the result of owning a portfolio of  equipment.  The  following
table presents  lease revenues less direct  expenses by segment (in thousands of
dollars):

                                   For the Three Months
                                      Ended June 30,
                                     1999               1998
                               -------------------------------
Aircraft                          $  2,035          $  2,200
Marine vessels                         930             1,077
Railcars                               489               461
Trailers                               417               501
Marine containers                      187               235


Aircraft:  Aircraft  lease  revenues and direct  expenses  were $2.1 million and
$17,000,  respectively,  for the three months  ended June 30, 1999,  compared to
$2.2  million and  $19,000,  respectively,  during the same period of 1998.  The
decrease in aircraft  contribution  was due to the release of two  aircraft at a
lower lease rate than had been in place during 1998.

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $1.9
million and $1.0  million,  respectively,  for the three  months  ended June 30,
1999, compared to $2.8 million and $1.7 million,  respectively,  during the same
period of 1998.  The decrease in marine vessel lease  revenues was due to one of
the marine vessels  earning $0.8 million less during the second quarter 1999 due
to lower lease  rates  while on lease when  compared to the lease rates in place
during the same period of 1998. Direct expenses  associated with the same marine
vessel  decreased due to lower  operating costs and repairs when compared to the
same period of 1998.

Railcars:  Railcar lease revenues and direct expenses were $0.6 million and $0.1
million,  respectively,  for the three months  ended June 30, 1999,  compared to
$0.6 million and $0.2 million, respectively, during the same period of 1998. The
increase in railcar  contribution  was due to a $0.1 million decrease in repairs
and  maintenance  due to fewer required  repairs to certain  railcars during the
second quarter of 1999 when compared to the same period of 1998. The decrease in
direct  expenses was offset in part, by a decrease in lease  revenues of $24,000
during the second  quarter of 1999 when  compared to the same period of 1998 due
to certain  railcars being off-lease during the three months ended June 30, 1999
that were on-lease during the same period of 1998.

Trailers:  Trailer lease revenues and direct expenses were $0.6 million and $0.2
million,  respectively,  for the three months  ended June 30, 1999,  compared to
$0.7  million and $0.2  million,  respectively,  during the same period of 1998.
During the second quarter of 1999,  certain  over-the-road  dry trailers were in
the process of transitioning to a new PLM-affiliated  short-term rental facility
specializing  in this type of trailer  causing lease  revenues for this group of
trailers to decrease  $0.1  million  during the three months ended June 30, 1999
when compared to the same period of 1998.

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

(B) Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses of $3.3  million  for the quarter  ended June 30, 1999
decreased from $4.1 million for the same period in 1998.  Significant  variances
are explained as follows:

     (i) A $0.6 million decrease in depreciation and amortization  expenses from
1998  levels was caused  primarily  by the  double-declining  balance  method of
depreciation  which results in greater  depreciation in the first years an asset
is owned.

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

(C) Interest and Other Income

Interest and other decreased $45,000 during the three months ended June 30, 1999
when  compared to the same period of 1998 due  primarily to lower cash  balances
available for investment.

(D) Net Gain on Disposition of Owned Equipment

The net gain on the  disposition  of  equipment  for the second  quarter of 1999
totaled $45,000,  which resulted from the sale of marine containers and trailers
with an aggregate net book value of $0.1 million,  for proceeds of $0.2 million.
Net gain on disposition of equipment for the second quarter of 1998 totaled $0.4
million,  which  resulted  from the sale of  marine  containers,  railcars,  and
trailers, with an aggregate net book value of $0.7 million, for proceeds of $1.1
million.

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

Net income (loss) generated from the operation of jointly-owned assets accounted
for under the equity  method is shown in the following  table by equipment  type
(in thousands of dollars):
<TABLE>
<CAPTION>
                                                                           For the Three Months
                                                                              Ended June 30,
                                                                          1999               1998
                                                                      -------------------------------
<S>                                                                     <C>               <C>
Aircraft, rotable components, and aircraft engines                      $     99          $     93
Marine vessels                                                              (204)              176
    Equity in net income of USPEs                                       $   (105)         $    269
                                                                      ================================
</TABLE>

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

Marine vessels:  As of June 30, 1999 and 1998, the Partnership owned an interest
in three  entities  owning a total of three  marine  vessels.  During the second
quarter of 1999,  lease  revenues of $1.2  million  were offset by  depreciation
expense,  direct expenses, and administrative  expenses of $1.4 million.  During
the same  period  of  1998,  lease  revenues  of $1.7  million  were  offset  by
depreciation  expense,  direct  expenses,  and  administrative  expenses of $1.5
million.  The decrease in lease  revenues of $0.5 million was due to lower lease
rates earned on two marine vessels. The decrease in depreciation expense, direct
expenses, and administrative  expenses was primarily due to the decrease of $0.1
million in depreciation  expense due to the  double-declining  balance method of
depreciation  which results in greater  depreciation in the first years an asset
is owned.

(F) Net Income

As a result of the foregoing,  the Partnership's net income for the three months
ended June 30, 1999 was $0.8  million,  compared  to net income of $1.1  million
during the same period in 1998.  The  Partnership's  ability to operate  assets,
liquidate assets,  secure leases,  and re-lease those assets whose leases expire
is subject to many  factors,  and the  Partnership's  performance  in the second
quarter of 1999 is not necessarily  indicative of future periods.  In the second
quarter  of 1999,  the  Partnership  distributed  $2.1  million  to the  limited
partners, or $0.23 per weighted-average limited partnership unit.

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

(A) Owned Equipment Operations

Lease  revenues  less  direct  expenses  (defined  as repairs  and  maintenance,
equipment operating,  and asset-specific  insurance expenses) on owned equipment
decreased  during the six months ended June 30, 1999,  when compared to the same
period of 1998.  Gains or losses from the sale of equipment,  interest and other
income,  and certain  expenses such as depreciation and amortization and general
and  administrative  expenses relating to the operating  segments (see Note 8 to
the financial  statements),  are not included in the owned  equipment  operation
discussion  because  these  expenses  are indirect in nature and not a result of
operations,  but the result of owning a portfolio of  equipment.  The  following
table presents  lease revenues less direct  expenses by segment (in thousands of
dollars):

                                  For the Six Months
                                     Ended June 30,
                                  1999               1998
                                  -------------------------------
Aircraft                          $  4,212          $  4,406
Marine vessels                       1,280             1,075
Railcars                               973             1,047
Trailers                               877             1,016
Marine containers                      445               761


Aircraft:  Aircraft  lease  revenues and direct  expenses  were $4.2 million and
$32,000,  respectively, for the six months ended June 30, 1999, compared to $4.4
million and $40,000, respectively,  during the same period of 1998. The decrease
in aircraft contribution was due to the release of two aircraft at a lower lease
rate than had been in place during 1998.

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $3.0
million and $1.8 million,  respectively, for the six months ended June 30, 1999,
compared to $4.0 million and $2.9 million, respectively,  during the same period
of 1998.  The decrease in marine vessel lease  revenues was primarily due to one
of the marine vessels earning $1.4 million less during the six months ended June
30, 1999 due to earning a lower lease rate when  compared to the lease rate that
was in place during the same period of 1998 and the required dry-docking of this
marine vessel for a six week period.  During the dry docking, this marine vessel
did not earn any lease  revenues.  The decrease in lease revenues  caused by the
dry-docking and lower lease rates was partially  offset by an increase in marine
vessel lease  revenues of $0.6 million  caused by the purchase of an  additional
marine  vessel  during  March of 1998 that was on lease the entire six months of
1999 when compared to the same period of 1998.  Direct  expenses also  decreased
$1.1  million  due to not  having  any  operating  costs  and  repairs  while in
dry-docking.

Railcars:  Railcar lease revenues and direct expenses were $1.2 million and $0.2
million,  respectively, for the six months ended June 30, 1999, compared to $1.3
million and $0.2  million,  respectively,  during the same  period of 1998.  The
decrease  in railcar  contribution  of was due to lower  lease  revenues of $0.1
million due to certain railcars being off-lease during the six months ended June
30, 1999 that were  on-lease  during 1998 and  additional  repairs of $21,000 to
certain railcars that were not needed during the same period of 1998.

Trailers:  Trailer lease revenues and direct expenses were $1.3 million and $0.4
million,  respectively, for the six months ended June 30, 1999, compared to $1.3
million and $0.3 million,  respectively,  during the same period of 1998. During
the six months ended June 30, 1999,  certain  over-the-road dry trailers were in
the process of transitioning to a new PLM-affiliated  short-term rental facility
specializing  in this type of trailer  causing lease  revenues for this group of
trailers  to decrease  $0.1  million  when  compared to the same period of 1998.
Trailer repairs and maintenance increased $0.1 million primarily due to required
repairs during 1999 that were not needed during the same period of 1998.

Marine containers: Marine container lease revenues and direct expenses were $0.4
million  and  $2,000,  respectively,  for the six months  ended  June 30,  1999,
compared to $0.8  million and  $6,000,  respectively,  during the same period of
1998.  The  decrease  in lease  revenues  was caused by a decrease  in demand of
certain  available marine containers which has lead to declining lease rates. In
addition,  the number of marine  containers  owned by the  Partnership  has been
declining due to sales and dispositions during 1999 and 1998. The result of this
declining fleet has also been a decrease in marine container contribution.

(B) Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses of $6.5 million for the six months ended June 30, 1999
decreased from $7.9 million for the same period in 1998.  Significant  variances
are explained as follows:

     (i) A $1.0 million decrease in depreciation and amortization  expenses from
1998  levels was caused  primarily  by the  double-declining  balance  method of
depreciation  which results in greater  depreciation in the first years an asset
is owned.

     (ii) A $0.4 million decrease in interest expense was due to a lower average
outstanding debt balance when compared to the same period of 1998.

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

(C)  Interest and Other Income

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

(D) Net Gain on Disposition of Owned Equipment

The net gain on the  disposition  of equipment for the six months ended June 30,
1999 totaled $0.1 million, which resulted from the sale of marine containers and
trailers with an aggregate net book value of $0.3 million,  for proceeds of $0.4
million.  Net gain on  disposition  of  equipment  for the same  period  of 1998
totaled  $0.5  million,  which  resulted  from  the sale of  marine  containers,
railcars,  and trailers,  with an aggregate net book value of $1.0 million,  for
proceeds of $1.5 million.

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

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

                                                                            For the Six Months
                                                                              Ended June 30,
                                                                          1999               1998
                                                                      -------------------------------
<S>                                                                     <C>               <C>
Aircraft, rotable components, and aircraft engines                      $  1,670          $    158
Marine vessels                                                              (268)              147
    Equity in net income of USPEs                                       $  1,402          $    305
                                                                      =================================
</TABLE>

Aircraft,  rotable  components,  and aircraft  engines:  As of June 30, 1999 the
Partnership  had an interest in an entity  owning two  commercial  aircraft on a
direct finance lease.  As of June 30, 1998, the  Partnership  had an interest in
two  trusts  that  owned a total  of three  commercial  aircraft,  two  aircraft
engines,  and a  portfolio  of aircraft  rotables,  and an interest in an entity
owning two commercial  aircraft on a direct finance lease. During the six months
ended June 30, 1999,  lease  revenues of $0.2 million and the gain from the sale
of the  Partnership's  interest  in two  trusts  that  owned  a total  of  three
commercial aircraft,  two aircraft engines, and a portfolio of aircraft rotables
of $1.6  million  were offset by  depreciation  expense,  direct  expenses,  and
administrative  expenses of $0.1 million.  During the same period of 1998, lease
revenues of $0.6 million were offset by depreciation  expense,  direct expenses,
and  administrative  expenses of $0.4 million.  Lease  revenues  decreased  $0.4
million and depreciation expense,  direct expenses, and administrative  expenses
decreased  $0.3 million due to the sale of the  Partnership's  investment in two
trusts that owned a total of three  737-200A Stage II commercial  aircraft,  two
stage II aircraft engines, and a portfolio of aircraft rotables.

Marine vessels:  As of June 30, 1999 and 1998, the Partnership owned an interest
in three entities owning a total of three marine vessels.  During the six months
ended June 30, 1999,  lease revenues of $2.8 million were offset by depreciation
expense,  direct expenses, and administrative  expenses of $3.1 million.  During
the same  period  of  1998,  lease  revenues  of $3.3  million  were  offset  by
depreciation  expense,  direct  expenses,  and  administrative  expenses of $3.1
million.  The decrease in lease  revenues of $0.5 million was due to lower lease
rates earned on two marine vessels.  Depreciation expense,  direct expenses, and
administrative  expenses  remained  relatively the same however,  a $0.2 million
decrease in  depreciation  expense from the  double-declining  balance method of
depreciation  which results in greater  depreciation in the first years an asset
is owned,  was offset by a $0.2 million  increase to marine  operating  expenses
during 1999 when compared to the same period of 1998.

(F) Net Income

As a result of the foregoing,  the  Partnership's  net income for the six months
ended June 30, 1999 was $2.9  million,  compared  to net income of $1.4  million
during the same period in 1998.  The  Partnership's  ability to operate  assets,
liquidate assets,  secure leases,  and re-lease those assets whose leases expire
is subject to many factors, and the Partnership's  performance in the six months
ended June 30, 1999 is not necessarily  indicative of future periods. In the six
months  ended June 30, 1999,  the  Partnership  distributed  $3.6 million to the
limited partners, or $0.40 per weighted-average limited partnership unit.

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

For the six months ended June 30, 1999, the  Partnership  generated $6.0 million
in   operating   cash  (net  cash   provided  by   operating   activities   plus
non-liquidating  distributions from USPEs) to meet its operating obligations and
maintain the current level of distributions (total for the six months ended June
30, 1999 of $3.8 million) to the partners.

During the six months ended June 30, 1999, the Partnership  sold owned equipment
and received aggregate  proceeds of $0.4 million.  The Partnership also received
liquidating proceeds of $3.6 million from the sale of its interest in two trusts
that own a total of three  commercial  aircraft,  two  aircraft  engines,  and a
portfolio of aircraft rotables.

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

Lessee  deposits and reserve for repairs  decreased  $0.2 million during the six
months ended June 30, 1999 when  compared to December 31, 1998.  Lessee  prepaid
deposits  decreased  $0.1 million and marine vessel  dry-docking  decreased $0.3
million due to the dry-docking on one of the Partnership's  marine vessels while
reserves for aircraft  engine  repair  increased  $0.2 million due to additional
lessee deposits.

The Partnership is scheduled to make quarterly principal installment payments of
$2.0 million to the lender  through the year 2001 and, under some  instances,  a
percentage of equipment  sale  proceeds.  When the  Partnership  pays the lender
proceeds from equipment  sales,  the quarterly  installments  of $2.0 million is
reduced pro rata to reflect any  payments  made from the  proceeds of  equipment
sales.  During the six months  ended June 30,  1999,  the  Partnership  made the
regularly  scheduled  installment  payment of $3.9  million to the lender of the
note  payable and an  additional  $0.3  million  from the  proceeds of equipment
sales.  As a result of the  additional  payment  from  equipment  sales,  future
scheduled  quarterly  principal  installment  payments have been reduced to $1.9
million.

(III) EFFECTS OF YEAR 2000

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

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

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

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

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

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

The General  Partner is currently  developing a contingency  plan to address the
possible failure of any systems or vendors or service providers due to Year 2000
problems.  For the purpose of such  contingency  planning,  a reasonably  likely
worst case scenarios primarily  anticipate a) an inability to access systems and
data on a temporary basis resulting in possible delay in reconciliation of funds
received or payment of monies owed,  or b) an inability to  continuously  employ
equipment  assets  due to  temporary  Year  2000  related  failure  of  external
infrastructure  necessary to the ongoing operation of the equipment. The General
Partner is evaluating  whether there are  additional  scenarios,  which have not
been  identified.  Contingency  planning  will  encompass  strategies  up to and
including  manual  processes.  The General Partner  anticipates that these plans
will be completed by September 30, 1999.

(IV) ACCOUNTING PRONOUNCEMENTS

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

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

(V) OUTLOOK FOR THE FUTURE

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

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

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

The  ability  of the  Partnership  to  realize  acceptable  lease  rates  on its
equipment in the different equipment markets is contingent on many factors, such
as specific market conditions and economic activity, technological obsolescence,
and government or other regulations.  The General Partner  continually  monitors
both the equipment markets and the performance of the Partnership's equipment in
these  markets.  The  General  Partner  may decide to reduce  the  Partnership's
exposure to equipment markets in which it determines it cannot operate equipment
to achieve acceptable rates of return.

Other  factors  affecting  the  Partnership's  contribution  in 1999 and  beyond
include:

1. The decrease in demand for available marine  containers has lead to declining
lease rates. Some of the Partnership's  refrigerated marine containers currently
have  become  delaminated.  This  condition  lowers the demand for these  marine
containers which has lead to declining lease rates.

2.  Depressed  economic  conditions in Asia have led to declining  freight rates
through the early part of 1999 for drybulk  vessels.  The market has  stabilized
and is  expected  to improve  over the next 2-3 years due to the  absence of new
drybulk orders.

3.  Railcar  loading  in North  America  have  continued  to be high,  however a
softening  in the market is expected in the second half of 1999,  which may lead
to lower utilization and lower contribution to the Partnership.

4. The  Partnershi's  over-the-road dry trailers are currently in transition to
new  PLM-affiliated  short-term rental  facilities  specializing in this type of
trailer. The movement of these trailers to a new location will cause a temporary
reduction in lease revenues.

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

(VI) FORWARD-LOOKING INFORMATION

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

During the six months ended June 30, 1999, 76% of the Partnership's  total lease
revenues from wholly- and partially-owned  equipment came from non-United States
domiciled  lessees.  Most of the Partnership's  leases require payment in United
States (U.S.)  currency.  If these lessees  currency  devalues  against the U.S.
dollar,  the lessees could potentially  encounter  difficulty in making the U.S.
dollar denominated lease payments.

















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                                                      -



                          PART II -- OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

           (a)    Exhibits

                  None.

           (b)    Reports on Form 8-K

                  None.

















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                                                      -

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



                                            PLM EQUIPMENT GROWTH FUND V

                                            By:    PLM Financial Services, Inc.
                                                   General Partner



Date:  August 4, 1999                       By:      /s/ Richard K Brock
                                                     Richard K Brock
                                                     Vice President and
                                                     Corporate Controller