**UNITED
                STATES****SECURITIES
                AND EXCHANGE COMMISSION****Washington,
                D.C. 20549****____________________****FORM
                10-QSB/A****(Amendment
                No. 1)****[X]
                Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
                Exchange Act of 1934****For
                the fiscal quarter ended June 30, 2005.****[
                ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
                Exchange Act of 1934****For
                the transition period from to****Commission
                file number 01-19203****_______________________****PLM
                EQUIPMENT GROWTH FUND V********(Exact
                name of Registrant as specified in its
                charter)****California    94-3104548****(State
                or other jurisdiction of   (I.R.S.
                Employer****incorporation
                or organization) 
                Identification No.)****405
                Lexington Avenue, 67th floor****.********New
                York, NY         
                10174****(Address
                of principal executive offices)   
(Zip
                code)**Registrant's
                telephone number, including area code: (212) 682-3344**_______________________**Indicate
                by check mark whether the registrant (1) has filed all reports required
                to
                be filed by Section 13 or 15(d) of the Securities Exchange Act of
                1934
                during the preceding 12 months (or for such shorter period that the
                registrant was required to file such reports) and (2) has been subject
                to
                such filing requirements for the past 90 days. YesXNoTransitional
                Small Business Disclosure Format: YesNoXAggregate
                market value of voting stock: N/A





-1-























**EXPLANATORY
      NOTE**























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


-2-


**PART
      I**





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


(unaudited)


June
                30,
            
            
            December
                31,2005
            
            
            2004


(As
      restated,  (As
      restated,


see
      Note 1)  see
      Note
      1)


**Assets**Equipment
                held for operating leases, at cost
            
            $
            32,818
            
            $
            37,533Less
                accumulated depreciation
            
            
            (21,787
            )
            
            (27,645
            )Net
                equipment
            
            
            11,031
            
            
            9,888Cash
                and cash equivalents
            
            
            4,542
            
            
            5,736Restricted
                cash
            
            
            376
            
            
            1,998Marketable
                securities
            
            
            773
            
            
            672Accounts
                and other receivables, less allowance for doubtfulaccounts
                of $35 in 2005 and $10 in 2004
            
            
            208
            
            
            1,289Equity
                investments in affiliated entities
            
            
            8,954
            
            
            11,161Other
                assets, net of accumulated amortization of $206 in 2005and
                $121 in 2004
            
            
            436
            
            
            493Total
                assets
            
            $
            26,320
            
            $
            31,237**Liabilities
                and partners’ capital**Liabilities:Accounts
                payable and accrued expenses
            
            $
            162
            
            $
            288Due
                to affiliates
            
            
            28
            
            
            23Non-recourse
                debt
            
            
            605
            
            
            732Reserve
                for repairs
            
            
            -
            
            
            500Lessee
                deposits
            
            
            223
            
            
            413Total
                liabilities
            
            
            1,018
            
            
            1,956Commitments
                and contingenciesPartners'
                capital:Limited
                partners (8,478,448 limited partnership units outstanding)
            
            
            25,302
            
            
            29,281General
                Partner
            
            
            -
            
            
            -Total
                partners' capital
            
            
            25,302
            
            
            29,281Total
                liabilities and partners’ capital
            
            $
            26,320
            
            $
            31,237




















See
      accompanying notes to unaudited condensed financial statements.


-3-





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


(unaudited)








For
                the Three Months
            For
                the Six MonthsEnded
                June 30,
            Ended
                June 30,2005
            
            
            2004
            
            
            2005
            
            
            2004


(As
      restated,  (As
      restated,


see
      Note 1)  see
      Note
      1)


**Revenues**Lease
                revenue
            
            $
            568
            
            $
            943
            
            $
            1,151
            
            $
            1,871Interest
                and other income
            
            
            107
            
            
            26
            
            
            158
            
            
            84Gain
                on disposition of equipment
            
            
            292
            
            
            451
            
            
            1,351
            
            
            738Total
                revenues
            
            
            967
            
            
            1,420
            
            
            2,660
            
            
            2,693**Expenses**Depreciation
                and amortization
            
            
            360
            
            
            744
            
            
            701
            
            
            1,300Operations
                support
            
            
            (3
            )
            
            236
            
            
            15
            
            
            465Management
                fees to affiliate
            
            
            35
            
            
            64
            
            
            73
            
            
            122Interest
                expense
            
            
            63
            
            
            26
            
            
            145
            
            
            45General
                and administrative expensesto
                affiliates
            
            
            39
            
            
            115
            
            
            75
            
            
            223Other
                general and administrative expenses
            
            
            208
            
            
            341
            
            
            296
            
            
            791Provision
                for (recovery of) bad debts
            
            
            28
            
            
            (482
            )
            
            24
            
            
            (713
            )Total
                expenses
            
            
            730
            
            
            1,044
            
            
            1,329
            
            
            2,233Equity
                in net (loss) income of equityinvestments
            
            
            (920
            )
            
            (3
            )
            
            (914
            )
            
            62Net
                (loss) income
            
            
            (683
            )
            
            373
            
            
            417
            
            
            522Other
                comprehensive income:Unrealized
                gainson
                marketable securities
            
            
            29
            
            
            --
            
            
            66
            
            
            --Comprehensive
                (loss) income
            
            $
            (654
            )
            $
            373
            
            $
            483
            
            $
            522**Partners’
                share of net (loss) income**Limited
                partners
            
            $
            (906
            )
            $
            373
            
            $
            194
            
            $
            522General
                Partner
            
            
            223
            
            
            --
            
            
            223
            
            
            --Total
            
            $
            (683
            )
            $
            373
            
            $
            417
            
            $
            522Limited
                partners' net (loss) income perweighted-average
                limited partnership unit
            
            $
            (0.11
            )
            $
            0.04
            
            $
            0.02
            
            $
            0.06








See
      accompanying notes to unaudited condensed financial statements.


-4-





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


(unaudited)














Limited
            
            
            GeneralPartners
            
            
            Partner
            
            
            TotalPartners’
                capital as of December 31, 2004$
            29,281
            
            $
            --
            
            $
            29,281(As
              restated, see Note 1)Comprehensive
                income:Net
                income
            
            
            194
            
            
            223
            
            
            417Unrealized
                gains from available-for-salesecurities
            
            
            66
            
            
            --
            
            
            66Comprehensive
                income
            
            
            260
            
            
            223
            
            
            483Cash
                distribution
            
            
            (4,239
            )
            
            (223
            )
            
            (4,462
            )Partners'
                capital as of June 30, 2005
              (As
                restated, see Note 1)
            
            $
            25,302
            
            $
            --
            
            $
            25,302































































































See
      accompanying notes to unaudited condensed financial statements.


-5-





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






For the Six MonthsEnded
              June 30,


2005
            
            
            2004(As
                restated,see
                Note 1)**Operating
                activities**Net
                income
            
            $
            417
            
            $
            522Adjustments
                to reconcile net incometo
                net cash provided by (used in) operating activities:Depreciation
                and amortization
            
            
            701
            
            
            1,300Amortization
                of debt placement costs
            
            
            61
            
            
            3Provision
                for (recovery of) bad debts
            
            
            24
            
            
            (713
            )Non-cash
                interest and other income
            
            
            (35
            )
            
            --Gain
                on disposition of equipment
            
            
            (1,351
            )
            
            (738
            )Equity
                in net loss (income) from equity investments
            
            
            914
            
            
            (62
            )Distributions
                from (contribution to) equity investments
            
            
            1,293
            
            
            (301
            )Changes
                in operating assets and liabilities:Accounts
                receivable and other receivables
            
            
            1,057
            
            
            2,422Other
                assets
            
            
            (47
            )
            
            (79
            )Accounts
                payable and accrued expenses
            
            
            (126
            )
            
            (60
            )Due
                to affiliates
            
            
            5
            
            
            (18
            )Lessee
                deposits
            
            
            (190
            )
            
            (1
            )Net
                cash provided by operating activities
            
            
            2,723
            
            
            2,275**Investing
                activities**Payments
                for purchase ofequipment
                and capitalized repairs
            
            
            (1,870
            )
            
            (12,311
            )Decrease
                in restricted cash
            
            
            1,622
            
            
            60Payments
                of acquisition fees to affiliate
            
            
            (84
            )
            
            (554
            )Payments
                of lease negotiation fees to affiliate
            
            
            (19
            )
            
            (123
            )Payments
                on finance lease receivable
            
            
            37
            
            
            --Proceeds
                from disposition of equipment
            
            
            986
            
            
            1,582Net
                cash provided by (used in) investing activities
            
            
            672
            
            
            (11,346
            )**Financing
                activities**Cash
                distribution paid to limited partners
            
            
            (4,239
            )
            
            --Cash
                distribution paid to General Partner
            
            
            (223
            )
            
            --Payments
                of debt placement fees
            
            
            --
            
            
            (148
            )Payments
                of non-recourse debt
            
            
            (127
            )
            
            (96
            )Net
                cash used in financing activities
            
            
            (4,589
            )
            
            (244
            )Net
                decrease in cash and cash equivalents
            
            
            (1,194
            )
            
            (9,315
            )Cash
                and cash equivalents at beginning of period
            
            
            5,736
            
            
            18,049Cash
                and cash equivalents at end of period
            
            $
            4,542
            
            $
            8,734**Supplemental
                information**Interest
                paid
            
            $
            56
            
            $
            42








See
      accompanying notes to unaudited condensed financial statements.


-6-


**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





1.  Restatement
      of Financial Statements





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





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





As
      of December 31,
      2004


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





As
      of June 30, 2005


AsPreviously
            
            
            
            AsReported
            
            Adjustment
            
            RestatedMarketable
                securities
            
            $
            --
            
            $
            773
            
            $
            773Total
                assets
            
            
            25,547
            
            
            773
            
            
            26,320Limited
                partners’ capital
            
            
            24,529
            
            
            773
            
            
            25,302Total
                partners’ capital
            
            
            24,529
            
            
            773
            
            
            25,302Total
                liabilities and partners’ capital
            
            
            25,547
            
            
            773
            
            
            26,320





For
      the
      Three Months Ended June 30, 2005


AsPreviously
            
            
            
            AsReported
            
            Adjustment
            
            RestatedInterest
                and other income
            
            $
            72
            
            $
            35
            
            $
            107Total
                revenues
            
            
            932
            
            
            35
            
            
            967Net
                (loss) income
            
            
            (718
            )
            
            35
            
            
            (683
            )Other
                comprehensive income:Unrealized
                gains on marketable securities
            
            
            --
            
            
            29
            
            
            29Comprehensive
                (loss) income
            
            
            (718
            )
            
            64
            
            
            (654
            )Limited
                partners share of net (loss) income
            
            
            (941
            )
            
            35
            
            
            (906
            )







-7-


**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





1.  Restatement
      of Financial Statements (continued)





For the Six Months Ended June 30, 2005


AsPreviously
            
            
            
            AsReported
            
            Adjustment
            
            RestatedInterest
                and other income
            
            $
            123
            
            $
            35
            
            $
            158Total
                revenues
            
            
            2,625
            
            
            35
            
            
            2,660Net
                income
            
            
            382
            
            
            35
            
            
            417Other
                comprehensive income:Unrealized
                gains on marketable securities
            
            
            --
            
            $
            66
            
            $
            66Comprehensive
                income
            
            
            382
            
            
            101
            
            
            483Limited
                partners share of net income
            
            
            159
            
            
            35
            
            
            194





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





Marketable
      Securities





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





Comprehensive
      (Loss) Income





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





Foreign
      Currency Transactions





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





2.  Basis
      of Presentation





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





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





-8-


**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





3.  Schedule
      of Partnership Phases





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





4.  Reclassifications





Certain
      amounts previously reported have been reclassified to conform to the 2005
      presentation. These reclassifications did not have any effect on total assets,
      total liabilities, partners’ capital, or net income.





5.  Marketable
      Securities (as
      restated)





As
      of
      June 30, 2005 and December 31, 2004, the Partnership held Canadian dollar
      marketable securities in a publicly traded Canadian company. During the six
      months ended June 30, 2005, the Partnership received an additional distribution,
      as part of the same bankruptcy settlement, of Canadian denominated marketable
      securities with a fair market value of $35,000 in the same publicly traded
      entity. During the six months ended June 30, 2006, the Partnership did not
      sell
      nor purchase any securities. The change in the carrying value of marketable
      securities is due to changes in the market price of the securities and the
      receipt of additional securities.





6.  Cash
      Distributions





Cash
      distributions are recorded when declared.





For
      the
      three and six months ended June 30, 2005, cash distributions declared and paid
      totaled $4.2 million ($0.50 per limited partnership unit) to the limited
      partners and $0.2 million to the General Partner. No cash distributions were
      paid to the limited partners or General Partner during the three and six months
      ended June 30, 2004.





7.  Transactions
      with General Partner and Affiliates





The
      balance due to affiliates as of June 30, 2005 and December 31, 2004 includes
      $28,000 and $23,000, respectively, due to FSI and its affiliates for management
      fees.





During
      the three and six months ended June 30, 2005 and 2004, the Partnership incurred
      acquisition, lease negotiation, management fees and data processing and
      administrative expenses to FSI or its affiliates. The components of these fees
      and expenses incurred to FSI or its affiliates were as follows (in thousands
      of
      dollars):





Owned
                Equipment
            
            Equity
                InvestmentsFor
                the three months ended June 30,
            
            2005
            
            2004
            
            2005
            
            2004Acquisition
                fees
            
            $
            84
            
            $
            407
            
            $
            --
            
            $
            --Lease
                negotiation fees
            
            
            19
            
            
            91
            
            
            --
            
            
            --Management
                fees
            
            
            35
            
            
            64
            
            
            89
            
            
            25Data
                processing and administrativeexpenses
            
            
            39
            
            
            115
            
            
            42
            
            
            3





Owned
                Equipment
            
            Equity
                InvestmentsFor
                the six months ended June 30,
            
            2005
            
            2004
            
            2005
            
            2004Acquisition
                fees
            
            $
            84
            
            $
            554
            
            $
            --
            
            $
            --Lease
                negotiation fees
            
            
            19
            
            
            123
            
            
            --
            
            
            --Management
                fees
            
            
            73
            
            
            122
            
            
            208
            
            
            51Data
                processing and administrativeexpenses
            
            
            75
            
            
            223
            
            
            83
            
            
            10


-9-


**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





7.  Transactions
      with General Partner and Affiliates (continued)





During
      the six months ended June 30, 2005, the Partnership purchased $1.9 million
      in
      railcars from an unaffiliated third party and paid FSI or its affiliates $0.1
      million for acquisition fees and $19,000 for lease negotiation fees. During
      the
      six months ended June 30, 2004, the Partnership purchased $9.6 million in
      railcars from FSI or its affiliates and $2.7 million in railcars from an
      unaffiliated third party and paid FSI or its affiliates $0.6 million for
      acquisition fees and $0.1 million for lease negotiation fees. The Partnership's
      cost for the railcars purchased from FSI was the lower of FSI's or its
      affiliates cost or the fair market value at the time of purchase.





8.  Restricted
      Cash





In
      December 2004, the General Partner entered into an escrow agreement on behalf
      of
      the Partnership. The General Partner placed $2.0 million with the escrow agent,
      an unaffiliated third party, during 2004. In the second quarter of 2005, $1.6
      million in escrowed funds were released and used to purchase a portfolio of
      railcars and pay FSI or its affiliates the associated acquisition and lease
      negotiation fees. The remaining escrowed funds of $0.4 million will be released
      to the Partnership during the third quarter of 2005 to reimburse the Partnership
      for railcars purchased during the first half of 2005.





9.  Equipment





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





June
                30,
            
            December
                31,2005
            
            2004Aircraft
            
            $
            19,854
            
            $
            24,937Rail
                equipment
            
            
            12,964
            
            
            11,160Marine
                containers
            
            
            --
            
            
            1,43632,818
            
            
            37,533Less
                accumulated depreciation
            
            
            (21,787
            )
            
            (27,645
            )Net
                equipment
            
            $
            11,031
            
            $
            9,888





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





As
      of
      June 30, 2005, all owned equipment in the Partnership’s portfolio was on lease
      except for one aircraft and 21 railcars with an aggregate net book value of
      $1.6
      million. As of December 31, 2004, all owned equipment in the Partnership’s
      portfolio was on lease except for two aircraft and 22 railcars with an aggregate
      net book value of $0.8 million.





During
      the six months ended June 30, 2005, the Partnership purchased railcars for
      $2.0
      million including acquisition fees of $0.1 million. During the six months ended
      June 30, 2004, the Partnership purchased a fleet of railcars for $12.9 million
      including acquisition fees of $0.6 million.





During
      the three months ended June 30, 2005, the Partnership disposed of parts from
      a
      commercial aircraft and marine containers with an aggregate net book value
      of
      $-0- for proceeds of $0.3 million which resulted in a gain on disposition of
      $0.3 million. During the six months ended June 30, 2005, the Partnership
      disposed of parts from a commercial aircraft, a commercial aircraft, marine
      containers and railcars with an aggregate net book value of $0.1 million for
      proceeds of $1.0 million and reversed $0.5 million of unused engine reserves
      related to the sold commercial aircraft which resulted in a gain on disposition
      of $1.4 million.





During
      the three and six months ended June 30, 2004, the Partnership disposed of parts
      from a commercial aircraft, marine containers and railcars with an aggregate
      net
      book value of $0.5 million and $0.8 million, respectively, for proceeds of
      $0.9
      million and $1.6 million, respectively, which resulted in a gain on disposition
      of $0.5 million and $0.7 million, respectively.


-10-


**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





10.  Equity
      Investment in Affiliated Entities





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





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





The
      Partnership’s equity interest in the net income (loss) of equity investments is
      reflected net of management fees incurred and the amortization of acquisition
      fees, lease negotiation fees and debt placement fees.





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





PLMFor
                the three months ended
            
            Lion
            
            WorldwideJune
                30, 2005
            
            
            Partnership1
            
            
            Leasing3





Lease
                revenues and interest and other income
            
            $
            2,150
            
            $
            212Less:
                Depreciation and amortization expense
            
            
            279
            
            
            --Operations
                support
            
            
            1,472
            
            
            --Indirect
                expenses
            
            
            277
            
            
            378Net
                income (loss)
            
            $
            122
            
            $
            (166
            )Partnership’s
                share of net income (loss)
            
            $
            52
            
            $
            (42
            )





For
                the three months ended
            
            
            PLM
                Rail
            
            
            PLM
                CAL I
            
            
            PLM
                CAL IIJune
                30, 2005 (continued)
            
            
            Partners
                LLC4
            
            
            LLC5
            
            
            LLC6
            
            
            CFHS7
            
            
            Total





Lease
                revenues and interest and other income
            
            $
            1,735
            
            $
            984
            
            $
            975
            
            $
            571Gain
                on disposition of equipment
            
            
            124
            
            
            --
            
            
            --
            
            
            --Less:
                Depreciation and amortization expense
            
            
            920
            
            
            1,235
            
            
            1,233
            
            
            1,388Interest
                expense
            
            
            841
            
            
            457
            
            
            456
            
            
            --Operations
                support
            
            
            554
            
            
            --
            
            
            --
            
            
            --Indirect
                expenses
            
            
            342
            
            
            26
            
            
            27
            
            
            24Net
                loss
            
            $
            (798
            )
            $
            (734
            )
            $
            (741
            )
            $
            (841
            )Partnership’s
                share of net loss
            
            $
            (183
            )
            $
            (293
            )
            $
            (295
            )
            $
            (159
            )
            $
            (920
            )










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


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


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


4
            The
                Partnership owns a 23% interest in PLM Rail Partners, LLC that was
                formed
                in the third quarter of 2004 that owns various types of
                railcars.


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


6
            The
                Partnership owns a 40% interest in the PLM CAL II LLC that was formed
                in
                the fourth quarter of 2004 that owns two Boeing 737-500 stage III
                commercial aircraft.


7
            The
                Partnership owns a 19% interest in CFHS that was formed in the third
                quarter of 2004 that owns various types of machinery and other
                equipment.


-11-


**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





10.  Equity
      Investments in Affiliated Entities (continued)





Aero
            
            PLMFor
                the three months ended
            
            Lion
            
            California
            
            WorldwideJune
                30, 2004
            
            
            Partnership1
            
            
            Trust2
            
            
            Leasing3
            
            
            Total





Lease
                revenues and interest and other income
            
            $
            1,351
            
            $
            38Less:
                Depreciation and amortization expense
            
            
            279
            
            
            --Operations
                support
            
            
            830
            
            
            6Indirect
                expenses
            
            
            354
            
            
            25Net
                (loss) income
            
            $
            (112
            )
            $
            7Partnership’s
                share of net (loss) income
            
            $
            (53
            )
            $
            2
            
            $
            48
            
            $
            (3
            )





Aero
            
            PLMFor
                the six months ended
            
            Lion
            
            California
            
            WorldwideJune
                30, 2005
            
            
            Partnership1
            
            
            Trust2
            
            
            Leasing3





Lease
                revenues and interest and other income
            
            $
            5,313
            
            $
            7
            
            $
            528Less:
                Depreciation and amortization expense
            
            
            557
            
            
            --
            
            
            --Operations
                support
            
            
            2,763
            
            
            5
            
            
            --Indirect
                expenses
            
            
            455
            
            
            3
            
            
            685Net
                income (loss)
            
            $
            1,538
            
            $
            (1
            )
            $
            (157
            )Partnership’s
                share of net income (loss)
            
            $
            715
            
            $
            --
            
            $
            (40
            )





For
                the six months ended
            
            PLM
                Rail
            
            PLM
                CAL I
            
            PLM
                CAL IIJune
                30, 2005 (continued)
            
            
            Partners
                LLC4
            
            
            LLC5
            
            
            LLC6
            
            
            CFHS7
            
            
            Total





Lease
                revenues and interest and other income
            
            $
            3,632
            
            $
            1,951
            
            $
            1,933
            
            $
            1,141Gain
                on disposition of equipment
            
            
            368
            
            
            --
            
            
            --
            
            
            --Less:
                Depreciation and amortization expense
            
            
            1,851
            
            
            2,470
            
            
            2,467
            
            
            2,767Interest
                expense
            
            
            832
            
            
            946
            
            
            945
            
            
            --Operations
                support
            
            
            1,017
            
            
            --
            
            
            --
            
            
            --Indirect
                expenses
            
            
            545
            
            
            54
            
            
            54
            
            
            48Net
                loss
            
            $
            (245
            )
            $
            (1,519
            )
            $
            (1,533
            )
            $
            (1,674
            )Partnership’s
                share of net loss
            
            $
            (56
            )
            $
            (606
            )
            $
            (611
            )
            $
            (316
            )
            $
            (914
            )





Aero
            
            
            
            PLMFor
                the six months ended
            
            Lion
            
            California
            
            Clement
            
            WorldwideJune
                30, 2004
            
            
            Partnership1
            
            
            Trust2
            
            
            Partnership8
            
            
            Leasing3
            
            
            Total





Lease
                revenues and interest and other income
            $
            2,722
            
            $
            87
            
            $
            --Less:
                Depreciation and amortization expense
            
            557
            
            
            --
            
            
            --Operations
                support
            
            2,020
            
            
            15
            
            
            3Indirect
                expenses
            
            155
            
            
            51
            
            
            (28
            )Net
                (loss) income
            $
            (10
            )
            $
            21
            
            $
            25Partnership’s
                share of net (loss) income
            $
            (5
            )
            $
            6
            
            $
            13
            
            $
            48
            
            
            $
            62







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


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


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


4
            The
                Partnership owns a 23% interest in PLM Rail Partners, LLC that was
                formed
                in the third quarter of 2004 that owns various types of
                railcars.


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


6
            The
                Partnership owns a 40% interest in the PLM CAL II LLC that was formed
                in
                the fourth quarter of 2004 that owns two Boeing 737-500 stage III
                commercial aircraft.


7
            The
                Partnership owns a 19% interest in CFHS that was formed in the third
                quarter of 2004 that owns various types of machinery and other
                equipment.


8
            The
                Partnership owned a 50% interest in the Clement Partnership that
                was
                formed in 1991 and dissolved in 2004 that owned a product tanker
                which was
                sold during 2003.


-12-


**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





10.  Equity
      Investments in Affiliated Entities (continued)





As
      of
      June 30, 2005, all jointly-owned assets in the Partnership’s equity investment
      portfolio were on lease except for 105 railcars with a net book value of $0.4
      million. As of December 31, 2004, all jointly owned assets in the Partnership’s
      equity investment portfolio were on lease except for 101 railcars with a net
      book value of $0.6 million.





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





During
      the three and six months ended June 30, 2005, PLM Railcar Partners LLC disposed
      of railcars with a net book value of $0.1 million and $0.2 million,
      respectively, for proceeds of $0.2 million and $0.6 million, respectively,
      which
      resulted in a gain on disposition of $0.1 million and $0.4 million,
      respectively.





During
      the three and six months ended June 30, 2004, there were no equipment
      dispositions in entities in which the Partnership had an investment
      interest.





11.  Operating
      Segments (as
      restated)





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





Marine
            
            
            
            
            
            
            
            Machinery
            
            MarineFor
                the three months ended
            
            Vessel
            
            Aircraft
            
            Railcar
            
            Trailer
            
            And
                Other
            
            ContainerJune
                30, 2005
            
            Leasing
            
            Leasing
            
            Leasing
            
            Leasing
            
            Equipment
            
            Leasing
            
            Other1
            
            Total**Revenues**Lease
                revenue
            
            $
            --
            
            $
            240
            
            $
            350
            
            $
            --
            
            $
            --
            
            $
            (22
            )
            $
            --
            
            $
            568Interest
                income and other income
            
            
            --
            
            
            43
            
            
            2
            
            
            3
            
            
            --
            
            
            --
            
            
            59
            
            
            107Gain
                on disposition of equipment
            
            
            --
            
            
            35
            
            
            --
            
            
            --
            
            
            --
            
            
            257
            
            
            --
            
            
            292Total
                revenues
            
            
            --
            
            
            318
            
            
            352
            
            
            3
            
            
            --
            
            
            235
            
            
            59
            
            
            967**Expenses**Depreciation
                and amortization
            
            
            --
            
            
            4
            
            
            356
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            360Operations
                support
            
            
            --
            
            
            1
            
            
            (5
            )
            
            --
            
            
            --
            
            
            1
            
            
            --
            
            
            (3
            )Management
                fees to affiliate
            
            
            --
            
            
            9
            
            
            22
            
            
            5
            
            
            --
            
            
            (1
            )
            
            --
            
            
            35Interest
                expense
            
            
            --
            
            
            --
            
            
            63
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            63General
                and administrative expenses
            
            
            --
            
            
            23
            
            
            25
            
            
            --
            
            
            --
            
            
            --
            
            
            199
            
            
            247Provision
                for bad debts
            
            
            --
            
            
            --
            
            
            28
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            28Total
                expenses
            
            
            --
            
            
            37
            
            
            489
            
            
            5
            
            
            --
            
            
            --
            
            
            199
            
            
            730Equity
                in net income (loss) of equityinvestments
            
            
            52
            
            
            (630
            )
            
            (183
            )
            
            --
            
            
            (159
            )
            
            --
            
            
            --
            
            
            (920
            )Net
                income (loss)
            
            $
            52
            
            $
            (349
            )
            $
            (320
            )
            $
            (2
            )
            $
            (159
            )
            $
            235
            
            $
            (140
            )
            $
            (683
            )Equipment
                purchases andcapitalized
                repairs
            
            $
            --
            
            $
            --
            
            $
            1,870
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            1,870Acquisition
                fees to affiliate
            
            $
            --
            
            $
            --
            
            $
            84
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            84Total
                assets as of June 30, 2005
            
            $
            2,489
            
            $
            4,179
            
            $
            11,531
            
            $
            147
            
            $
            3,333
            
            $
            --
            
            $
            4,641
            
            $
            26,320




























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


Other 1


-13-


**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





11.  Operating
      Segments (continued)





Marine
            
            
            
            
            
            
            
            MarineFor
                the three months ended
            
            Vessel
            
            Aircraft
            
            Railcar
            
            Trailer
            
            ContainerJune
                30, 2004
            
            Leasing
            
            Leasing
            
            Leasing
            
            Leasing
            
            Leasing
            
            Other1
            
            Total**Revenues**Lease
                revenue
            
            $
            --
            
            $
            231
            
            $
            604
            
            $
            88
            
            $
            20
            
            $
            --
            
            $
            943Interest
                income and other income
            
            
            --
            
            
            12
            
            
            1
            
            
            --
            
            
            --
            
            
            13
            
            
            26Gain
                on disposition of equipment
            
            
            --
            
            
            374
            
            
            7
            
            
            --
            
            
            70
            
            
            --
            
            
            451Total
                revenues
            
            
            --
            
            
            617
            
            
            612
            
            
            88
            
            
            90
            
            
            13
            
            
            1,420**Expenses**Depreciation
                and amortization
            
            
            --
            
            
            227
            
            
            484
            
            
            31
            
            
            --
            
            
            2
            
            
            744Operations
                support
            
            
            --
            
            
            25
            
            
            144
            
            
            67
            
            
            --
            
            
            --
            
            
            236Management
                fees to affiliate
            
            
            --
            
            
            37
            
            
            24
            
            
            3
            
            
            --
            
            
            --
            
            
            64Interest
                expense
            
            
            --
            
            
            --
            
            
            26
            
            
            --
            
            
            --
            
            
            --
            
            
            26General
                and administrative expenses
            
            
            1
            
            
            166
            
            
            69
            
            
            (1
            )
            
            --
            
            
            221
            
            
            456(Recovery
                of) provision for bad debts
            
            
            --
            
            
            (487
            )
            
            5
            
            
            --
            
            
            --
            
            
            --
            
            
            (482
            )Total
                expenses
            
            
            1
            
            
            (32
            )
            
            752
            
            
            100
            
            
            --
            
            
            223
            
            
            1,044Equity
                in net (loss) income of equityinvestments
            
            
            (53
            )
            
            50
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            (3
            )Net
                (loss) income
            
            $
            (54
            )
            $
            699
            
            $
            (140
            )
            $
            (12
            )
            $
            90
            
            $
            (210
            )
            $
            373Equipment
                purchases andcapitalized
                repairs
            
            $
            --
            
            $
            --
            
            $
            9,051
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            9,051Acquisition
                fees to affiliate
            
            $
            --
            
            $
            --
            
            $
            408
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            408





Marine
            
            
            
            
            
            
            
            Machinery
            
            MarineFor
                the six months ended
            
            Vessel
            
            Aircraft
            
            Railcar
            
            Trailer
            
            And
                Other
            
            ContainerJune
                30, 2005
            
            Leasing
            
            Leasing
            
            Leasing
            
            Leasing
            
            Equipment
            
            Leasing
            
            Other1
            
            Total**Revenues**Lease
                revenue
            
            $
            --
            
            $
            480
            
            $
            692
            
            $
            --
            
            $
            --
            
            $
            (21
            )
            $
            --
            
            $
            1,151Interest
                income and other income
            
            
            --
            
            
            57
            
            
            13
            
            
            6
            
            
            --
            
            
            --
            
            
            82
            
            
            158Gain
                on disposition of equipment
            
            
            --
            
            
            1,086
            
            
            8
            
            
            --
            
            
            --
            
            
            257
            
            
            --
            
            
            1,351Total
                revenues
            
            
            --
            
            
            1,623
            
            
            713
            
            
            6
            
            
            --
            
            
            236
            
            
            82
            
            
            2,660**Expenses**Depreciation
                and amortization
            
            
            --
            
            
            8
            
            
            693
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            701Operations
                support
            
            
            --
            
            
            5
            
            
            9
            
            
            --
            
            
            --
            
            
            1
            
            
            --
            
            
            15Management
                fees to affiliate
            
            
            --
            
            
            19
            
            
            46
            
            
            9
            
            
            --
            
            
            (1
            )
            
            --
            
            
            73Interest
                expense
            
            
            --
            
            
            --
            
            
            145
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            145General
                and administrative expenses
            
            
            --
            
            
            34
            
            
            59
            
            
            --
            
            
            --
            
            
            --
            
            
            278
            
            
            371Provision
                for bad debts
            
            
            --
            
            
            --
            
            
            24
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            24Total
                expenses
            
            
            --
            
            
            66
            
            
            976
            
            
            9
            
            
            --
            
            
            --
            
            
            278
            
            
            1,329Equity
                in net income (loss) of equityinvestments
            
            
            715
            
            
            (1,257
            )
            
            (56
            )
            
            --
            
            
            (316
            )
            
            --
            
            
            --
            
            
            (914
            )Net
                income (loss)
            
            $
            715
            
            $
            300
            
            $
            (319
            )
            $
            (3
            )
            $
            (316
            )
            $
            236
            
            $
            (196
            )
            $
            417Equipment
                purchases andcapitalized
                repairs
            
            $
            --
            
            $
            --
            
            $
            1,870
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            1,870Acquisition
                fees to affiliate
            
            $
            --
            
            $
            --
            
            $
            84
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            84





Marine
            
            
            
            
            
            
            
            MarineFor
                the six months ended
            
            Vessel
            
            Aircraft
            
            Railcar
            
            Trailer
            
            ContainerJune
                30, 2004
            
            Leasing
            
            Leasing
            
            Leasing
            
            Leasing
            
            Leasing
            
            Other1
            
            Total**Revenues**Lease
                revenue
            
            $
            --
            
            $
            563
            
            $
            1,076
            
            $
            185
            
            $
            47
            
            $
            --
            
            $
            1,871Interest
                income and other income
            
            
            --
            
            
            30
            
            
            1
            
            
            --
            
            
            --
            
            
            53
            
            
            84Gain
                on disposition of equipment
            
            
            --
            
            
            374
            
            
            218
            
            
            --
            
            
            146
            
            
            --
            
            
            738Total
                revenues
            
            
            --
            
            
            967
            
            
            1,295
            
            
            185
            
            
            193
            
            
            53
            
            
            2,693**Expenses**Depreciation
                and amortization
            
            
            --
            
            
            511
            
            
            723
            
            
            62
            
            
            --
            
            
            4
            
            
            1,300Operations
                support
            
            
            --
            
            
            75
            
            
            268
            
            
            121
            
            
            1
            
            
            --
            
            
            465Management
                fees to affiliate
            
            
            --
            
            
            52
            
            
            62
            
            
            7
            
            
            1
            
            
            --
            
            
            122Interest
                expense
            
            
            --
            
            
            --
            
            
            45
            
            
            --
            
            
            --
            
            
            --
            
            
            45General
                and administrative expenses
            
            
            3
            
            
            435
            
            
            109
            
            
            11
            
            
            --
            
            
            456
            
            
            1,014(Recovery
                of) provision for bad debts
            
            
            --
            
            
            (716
            )
            
            3
            
            
            --
            
            
            --
            
            
            --
            
            
            (713
            )Total
                expenses
            
            
            3
            
            
            357
            
            
            1,210
            
            
            201
            
            
            2
            
            
            460
            
            
            2,233Equity
                in net income of equityinvestments
            
            
            8
            
            
            54
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            62Net
                income (loss)
            
            $
            5
            
            $
            664
            
            $
            85
            
            $
            (16
            )
            $
            191
            
            $
            (407
            )
            $
            522Equipment
                purchases andcapitalized
                repairs
            
            $
            --
            
            $
            --
            
            $
            12,311
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            12,311Acquisition
                fees to affiliate
            
            $
            --
            
            $
            --
            
            $
            554
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            554










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


-14-


**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





12.  Net
      (Loss) Income Per Weighted-Average Limited Partnership Unit





Net
      (loss) income per weighted-average limited partnership unit was computed by
      dividing net loss or 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 and six months ended June 30, 2005 and 2004 was
      8,478,448.





13.  Accounts
      and Other Receivables





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





June
                30,
            
            December
                31,2005
            
            2004Trade
                accounts receivable
            
            $
            243
            
            $
            362Other
                receivable
            
            
            --
            
            
            937Allowance
                for doubtful accounts
            
            
            (35
            )
            
            (10
            )$
            208
            
            $
            1,289





At
      December 31, 2004, the balance in other receivable was due from a former
      aircraft lessee for past due lease payments and in settlement for returning
      aircraft in a condition not in accordance with the lease agreement. The other
      receivable was fully paid during 2005.





14.  Other
      Assets





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





June
                30,
            
            December
                31,2005
            
            2004Finance
                lease receivable
            
            $
            125
            
            $
            162Debt
                placement fee, net
            
            
            113
            
            
            174Lease
                negotiation fees to affiliate, net
            
            
            99
            
            
            105Prepaid
                expenses and deposits
            
            
            99
            
            
            52$
            436
            
            $
            493





15.  Debt





The
      Partnership made the regularly scheduled principal payments totaling $0.1
      million to the lender of the non-recourse debt during the six months ended
      June
      30, 2005.





16.  Concentrations
      of Credit Risk





For
      the
      six months ended June 30, 2005, the Partnership’s only customer that accounted
      for 10% or more of the total revenues for the owned equipment and jointly owned
      equipment was Continental Airlines, Inc. (19% in 2005). In addition, during
      2005, Varig South America purchased a commercial aircraft from the Partnership
      and the gain from the sale accounted for 12% of total revenues from owned
      equipment and jointly owned equipment. No single Partnership lessee accounted
      for 10% or more of the total consolidated revenues for the owned equipment
      and
      partially owned equipment during the six months ended June 30, 2004.





-15-


**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





16.  Concentrations
      of Credit Risk (continued)





As
      of
      June 30, 2005 and December 31, 2004, the Partnership’s customers that accounted
      for 10% or more of the total accounts receivable for the owned equipment and
      jointly owned equipment was Varig South America ( 42% in 2004) and Stena Bulk
      LLC (52% in 2005 and 28% in 2004).





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





17.  Commitments
      and Contingencies





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





18.  Recent
      Accounting Pronouncements ****





In
      March
      2004, Financial Accounting Standards Board's (FASB's) Emerging Issues Task
      Force
      (EITF) released Issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment
      and Its Application to Certain Investments" (EITF 03-1).”  EITF 03-1
      provides guidance for determining whether impairment for certain debt and equity
      investments is other-than-temporary and the measurement of an impaired loss.
      Certain disclosure requirements of EITF 03-1 were adopted in 2003 and the
      Partnership has complied with the new disclosure requirements in its
      consolidated financial statements. The recognition and measurement requirements
      of EITF 03-1 were initially effective for reporting periods beginning after
      June
      15, 2004. In September 2004, the FASB Staff issued FASB Staff Position (FSP)
      EITF 03-1-1 that delayed the effective date for certain measurement and
      recognition guidance contained in EITF 03-1.  The FSP requires that
      entities continue to apply previously existing “other-than-temporary” guidance
      until a final consensus is reached. The General Partner does not anticipate
      that
      issuance of a final consensus will materially impact the Partnership’s financial
      condition or results of operations.





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





19.  Subsequent
      Events





During
      July 2005, the Partnership repaid the outstanding balance on the non-recourse
      debt plus accrued interest in accordance with the lease agreement.





In
      the
      third quarter 2005, Partnership's recourse loan agreement was amended and the
      Partnership was removed as a borrower in the facility. At the time the facility
      was amended to remove the Partnership as a borrower, the Partnership had no
      outstanding balance on this facility. The Partnership wrote-off debt placement
      fees related to this loan of $0.1 million in the third quarter of 2005.





On
      August
      4, 2005, the Partnership and several affiliated entities (collectively,
      the  “Sellers”), including PLM Rail Partners (“Rail Partners”), an entity
      in which the Partnership has a 23% ownership interest, entered into an Asset
      Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase
      Agreement, the purchaser will acquire the railcar business of the Sellers,
      which
      includes railcars owned and leased by the Sellers as well as management
      contracts pursuant to which the Sellers manage the railcars of third parties.
      The aggregate purchase price that the purchaser will pay for the railcar
      business


-16-





**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(unaudited)**





19.  Subsequent
      Events (continued)





of
      the
      Sellers will be $119.8 million, adjusted to reflect the actual number of
      railcars and management contracts delivered to the purchaser at the
      closing.  The portion of the aggregate purchase price to be received by the
      Partnership and Rail Partners will be based on the appraised value of the
      railcars delivered by the Partnership and Rail Partners, as determined by an
      independent third party appraiser.  The General Partner expects the closing
      of the transactions contemplated by the Purchase Agreement to occur within
      thirty (30) days. The closing is subject to numerous conditions and there can
      be
      no assurance that the closing will occur in that time frame, if at all. If
      the
      sale is completed, lease revenues and cash flows will decrease significantly.








-17-


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





(I)  RESULTS
      OF OPERATIONS





Restatement
      of Financial Statements





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





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





As
      of December 31,
      2004


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





As
      of June 30, 2005


AsPreviously
            
            
            
            AsReported
            
            Adjustment
            
            RestatedMarketable
                securities
            
            $
            --
            
            $
            773
            
            $
            773Total
                assets
            
            
            25,547
            
            
            773
            
            
            26,320Limited
                partners’ capital
            
            
            24,529
            
            
            773
            
            
            25,302Total
                partners’ capital
            
            
            24,529
            
            
            773
            
            
            25,302Total
                liabilities and partners’ capital
            
            
            25,547
            
            
            773
            
            
            26,320





For
      the Three Months
      Ended June 30, 2005


AsPreviously
            
            
            
            AsReported
            
            Adjustment
            
            RestatedInterest
                and other income
            
            $
            72
            
            $
            35
            
            $
            107Total
                revenues
            
            
            932
            
            
            35
            
            
            967Net
                (loss) income
            
            
            (718
            )
            
            35
            
            
            (683
            )Other
                comprehensive income:Unrealized
                gains on marketable securities
            
            
            --
            
            
            29
            
            
            29Comprehensive
                (loss) income
            
            
            (718
            )
            
            64
            
            
            (654
            )Limited
                partners share of net (loss) income
            
            
            (941
            )
            
            35
            
            
            (906
            )





For
      the Six Months Ended June 30,
      2005


AsPreviously
            
            
            
            AsReported
            
            Adjustment
            
            RestatedInterest
                and other income
            
            $
            123
            
            $
            35
            
            $
            158Total
                revenues
            
            
            2,625
            
            
            35
            
            
            2,660Net
                income
            
            
            382
            
            
            35
            
            
            417Other
                comprehensive income:Unrealized
                gains on marketable securities
            
            
            --
            
            $
            66
            
            $
            66Comprehensive
                income
            
            
            382
            
            
            101
            
            
            483Limited
                partners share of net income
            
            
            159
            
            
            35
            
            
            194





-18-








Comparison
      of PLM Equipment Growth Fund V’s (the Partnership’s) Operating Results for the
      Three Months Ended June 30, 2005 and 2004





(A)  Owned
      Equipment Operations





Lease
      revenues less operations support on owned equipment decreased during the three
      months ended June 30, 2005, compared to the same period of 2004. Gains from
      the
      disposition of equipment, interest and other income, and certain expenses such
      as management fees to affiliate, depreciation and amortization, general and
      administrative expenses, and provision for (recovery of) bad debts relating
      to
      the operating segments (see Note 11 to the unaudited condensed financial
      statements), are not included in the owned equipment operation discussion
      because they are indirect in nature and not a result of operations, but the
      result of owning a portfolio of equipment. The following table presents lease
      revenues less operations support by segment (in thousands of
      dollars):





For
                the Three Months
              Ended
                June 30,2005
            
            2004Railcars
            
            $
            355
            
            $
            460Aircraft
            
            
            239
            
            
            206Marine
                containers
            
            
            (23
            )
            
            20Trailers
            
            
            --
            
            
            21





Railcars:
      Railcar lease revenues and operations support were $0.4 million and $(5,000),
      respectively, for the three months ended June 30, 2005, compared to $0.6 million
      and $0.1 million, respectively, during the same period of 2004. Railcar lease
      revenues decreased $0.3 million during the three months ended June 30, 2005
      compared to the same period of 2004. A decrease of $0.5 million was due to
      the
      transfer of certain of the Partnership's owned railcar portfolio into an equity
      investment during 2004. This decrease was partially offset by an increase of
      $0.2 million caused by the purchase and lease of railcars during 2004 and 2005.
      Railcar operations support decreased $0.1 million due to the transfer of certain
      of the Partnership's owned railcar portfolio into an equity investment during
      2004.





Aircraft:  Aircraft
      lease revenues and operations support were $0.2 million and $1,000,
      respectively, for the three months ended June 30, 2005, compared to $0.2 million
      and $25,000, respectively, during the same period of 2004.





Marine
      containers:  Marine
      container lease revenues and operations support were $(22,000) and $1,000,
      respectively, for the three months ended June 30, 2005, compared to $20,000
      and
      $-0-, respectively, during the same period of 2004, respectively. During the
      second quarter of 2005, lease revenues decreased $22,000 due to the actual
      lease
      revenues being lower than previously estimated. A similar event did not occur
      during the same period of 2004. In the second quarter of 2005, the Partnership
      sold all of its remaining marine containers.





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





(B)  Interest
      and Other Income





Interest
      and other income increased $0.1 million in the three months ended June 30,
      2005.
      An increase of $46,000 was due to increased interest income due to higher cash
      balances during the three months ended June 30, 2005 compared to the same period
      of 2004. A $35,000 increase was due to the receipt of marketable securities
      with
      a fair market value of $35,000 that the Partnership received as part of the
      bankruptcy settlement from a former lessee. A similar event did not occur during
      the same period of 2004.





(C)  Indirect
      expenses Related to Owned Equipment Operations





Total
      indirect expenses of $0.7 million for the three months ended June 30, 2005
      decreased from $0.8 million for the same period in 2004. Significant variances
      are explained as follows:





-19-


(i)  Depreciation
      and amortization expenses decreased $0.4 million from 2004 levels reflecting
      the
      decrease of $0.3 million caused by the transfer of certain of the Partnership's
      owned railcar portfolio into an equity investment, a decrease of $0.2 million
      due to certain assets becoming fully depreciated at the end of 2004, and a
      decrease of $31,000 caused by the Partnership's trailer portfolio being placed
      in a direct finance lease in 2004. These decreases were partially offset by
      an
      increase of $0.2 million caused by the purchase of railcars during 2005 and
      2004;





(ii)  General
      and administrative expenses decreased $0.2 million during the three months
      ended
      June 30, 2005 compared to the same period 2004. A decrease of $0.1 million
      resulted from lower costs being charged to the Partnership for certain
      professional services associated with the search for potential equipment
      acquisitions and a decrease of $0.1 million was due to lower administrative
      cost
      caused by the sale of aircraft during 2004 and 2005; and





(iii)
      Recovery of bad debts decreased $0.5 million in the three months ended June
      30,
      2005 compared to the same period of 2004. During 2004 recovery of bad debts
      of
      $0.5 million was due to the collection of a receivable primarily from one former
      aircraft lessee that had been previously reserved for as a bad debt; a similar
      event did not occur during 2005.





(D)  Gain
      on
      Disposition of Owned Equipment





The
      gain
      on the disposition of equipment for the three months ended June 30, 2005 totaled
      $0.3 million, and resulted from the sale of parts from a commercial aircraft
      and
      marine containers with a net book value of $-0- for proceeds of $0.3 million.
      The gain on the disposition of equipment for the three months ended June 30,
      2004 totaled $0.5 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 $0.9 million.





(E)  Equity
      in
      Net Loss of Equity Investments





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





For
                the Three Months
              Ended
                June 30,2005
            
            2004Marine
                vessel
            
            $
            52
            
            $
            (53
            )Machinery
                and other equipment
            
            
            (159
            )
            
            --Railcars
            
            
            (183
            )
            
            --Aircraft
            
            
            (630
            )
            
            50Equity
                in net loss of equity investments
            
            $
            (920
            )
            $
            (3
            )





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





Marine
      vessel:  As
      of
      June 30, 2005 and 2004, the Partnership had an interest in an entity owning
      a
      marine vessel. During the three months ended June 30, 2005, lease revenues
      of
      $1.0 million were partially offset by depreciation expense, operations support,
      administrative expenses and provision for bad debts of $1.0 million. During
      the
      three months ended June 30, 2004, lease revenues of $0.6 million were partially
      offset by depreciation expense, operations support and administrative expenses
      of $0.7 million.





Marine
      vessel lease revenues increased $0.4 million during the three months ended
      June
      30, 2005 compared to the same period 2004. An increase of $0.2 million was
      due
      to a higher lease rate being earned on this equipment compared to the same
      period of 2004. In addition, the marine vessel earned an additional $0.2 million
      in 2005 due to being on hire the full second quarter of 2005 compared to the
      second quarter 2004 when the marine vessel was off-hire for approximately 20
      days due to being off-lease while undergoing dry docking. A similar event did
      not occur in the second quarter of 2005.





-20-


Marine
      vessel operations support and administrative expenses increased $0.3 million
      during the three months ended June 30, 2005 compared to the same period 2004.
      An
      increase of $0.2 million was due to higher operating expenses resulting from
      the
      marine vessel being on-lease during all of the second quarter of 2005 compared
      to 2004 when the marine vessel was undergoing scheduled dry docking and
      off-lease for 20 days. An increase of $0.1 million was due to increased bad
      debt
      expense.





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





Railcars:
      As of June 30, 2005, the Partnership owned an interest in an entity that owned
      railcars. These railcars were transferred into this entity on July 1, 2004
      from
      the Partnership's owned equipment portfolio. During the three months ended
      June
      30, 2005, lease revenues of $0.4 million and the gain on the disposition of
      equipment of $28,000 were offset by depreciation and amortization expense,
      operations support, interest expense and administrative expenses of $0.6
      million. The Partnership did not have any equity investments that owned railcars
      in the same period of 2004.





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





During
      the three months ended June 30, 2005, revenues of $0.8 million were offset
      by
      depreciation and amortization expense, operations support, interest expenses
      and
      administrative expenses of $1.5 million. During the same period of 2004,
      revenues of $10,000 were partially offset by operations support and
      administrative expenses of $8,000.





Aircraft
      revenues increased $0.8 million due to the Partnership's investment into two
      entities during the third quarter of 2004 that each own two Boeing 737-500
      commercial aircraft.





Depreciation
      and amortization expense, operations support, interest expense and
      administrative expenses increased $1.5 million during the three months ended
      June 30, 2005 resulting from an increase in depreciation and amortization
      expense of $1.0 million, an increase in administrative expenses of $0.1 million
      caused by the Partnership's investment during the third quarter of 2004 into
      two
      entities each owning two Boeing 737-500 commercial aircraft and an increase
      of
      $0.4 million in interest expense from the non-recourse debt financing of two
      Boeing 737-500 commercial aircraft in each of the entities the Partnership
      invested in during the third quarter of 2004. Equity investments during the
      same
      period of 2004 did not have any debt or interest expense.





(F)  Net
      (Loss) Income





As
      a
      result of the foregoing, the Partnership’s net loss for the three months ended
      June 30, 2005 was $0.7 million, compared to net income of $0.4 million during
      the same period in 2004. The Partnership’s ability to operate and liquidate
      assets, secure leases, and re-lease those assets whose leases expire is subject
      to many factors. Therefore, the Partnership’s performance in the three months
      ended June 30, 2005 is not necessarily indicative of future periods.


-21-





Comparison
      of the Partnership’s Operating Results for the Six Months Ended June 30, 2005
      and 2004





(A)  Owned
      Equipment Operations





Lease
      revenues less operations support on owned equipment decreased during the six
      months ended June 30, 2004, compared to the same period of 2003. The following
      table presents lease revenues less operating support by segment (in thousands
      of
      dollars):





For
                the Six Months
              Ended
                June 30,2005
            
            2004Railcars
            
            $
            683
            
            $
            808Aircraft
            
            
            475
            
            
            488Marine
                containers
            
            
            (22
            )
            
            46Trailers
            
            
            --
            
            
            64





Railcars:
      Railcar lease revenues and operations support were $0.7 million and $9,000,
      respectively, for the six months ended June 30, 2005, compared to $1.1 million
      and $0.3 million, respectively, during the same period of 2004. Railcar lease
      revenues decreased $0.4 million during the six months ended June 30, 2005
      compared to the same period of 2004. A decrease of $0.8 million was due to
      the
      transfer of certain of the Partnership's owned railcar portfolio into an equity
      investment during 2004. This decrease was partially offset by an increase of
      $0.5 million caused by the purchase and lease of railcars during 2004 and 2005.
      Railcar operations support decreased $0.3 million due to the transfer of certain
      of the Partnership's owned railcar portfolio into an equity investment during
      2004.





Aircraft:  Aircraft
      lease revenues and operations support were $0.5 million and $5,000,
      respectively, for the six months ended June 30, 2005, compared to $0.6 million
      and $0.1 million, respectively, during the same period of 2004. A decrease
      in
      aircraft lease revenues of $0.1 million was due to the sale of owned aircraft
      during the first quarter of 2005 that was on-lease during the six months ended
      June 30, 2004. A decrease in aircraft operations support of $0.1 million was
      due
      a lower repair expense of $31,000 and lower insurance expense of $39,000 due
      to
      aircraft sales during 2004 and 2005.





Marine
      containers:  Marine
      container lease revenues and operations support were $(21,000) and $1,000,
      respectively, for the six months ended June 30, 2005, compared to $47,000 and
      $1,000, respectively, during the same period of 2004, respectively. During
      the
      six months ended June 30, 2005, lease revenues decreased $21,000 due to the
      actual lease revenues being lower than previously estimated. A similar event
      did
      not occur during the same period of 2004. In the second quarter of 2005, the
      Partnership sold all of its remaining marine containers.





Trailers:  Trailer
      lease revenues and operations support were $-0- and $-0-, respectively, for
      the
      six months ended June 30, 2005, compared to $0.2 million and $0.1 million,
      respectively, during the same period of 2004. Trailer lease revenues and
      operations support decreased due to all of the Partnership's trailers being
      placed on a direct finance lease in 2004.





(B)  Interest
      and Other Income





Interest
      and other income increased $0.1 million in the six months ended June 30, 2005.
      An increase of $39,000 was due to increased interest income due to higher cash
      balances during the six months ended June 30, 2005 compared to the same period
      of 2004. A $35,000 increase was due to the receipt of marketable securities
      with
      a fair market value of $35,000 that the Partnership received as part of the
      bankruptcy settlement from a former lessee. A similar event did not occur during
      the same period of 2004.





(C)  Indirect
      expenses Related to Owned Equipment Operations





Total
      indirect expenses of $1.3 million for the six months ended June 30, 2005
      decreased from $1.8 million for the same period in 2004. Significant variances
      are explained as follows:





(i)  General
      and administrative expenses decreased $0.6 million during the six months ended
      June 30, 2005 compared to the same period 2004. A decrease of $0.4 million
      was
      due to lower administrative cost resulting from the sale of aircraft during
      2004
      and 2005 and a decrease of $0.2 million resulted from lower costs being charged
      to the Partnership for certain professional services associated with the search
      for potential equipment acquisitions;





-22-


(ii)  Depreciation
      and amortization expenses decreased $0.6 million from 2004 levels reflecting
      the
      decrease of $0.5 million caused by the transfer of certain of the Partnership's
      owned railcar portfolio into an equity investment, a decrease of $0.5 million
      due to certain assets becoming fully depreciated at the end of 2004, and a
      decrease of $0.1 million caused by the Partnership's trailer portfolio being
      placed in a direct finance lease in 2004. These decreases were partially offset
      by an increase of $0.5 million caused by the purchase of railcars during 2004
      and 2005;





(iii)  Recovery
      of bad debts decreased $0.7 million in the first six months of 2005 compared
      to
      the same period of 2004. During 2004 recovery of bad debts of $0.7 million
      was
      due to the collection of an receivable primarily from one former aircraft lessee
      that had been previously reserved for as a bad debt. A similar event did not
      occur during 2005; and





(iv)  Interest
      expense increased $0.1 million due to the amortization of debt placement fees
      from the debt facility the Partnership entered into during the third quarter
      of
      2004.





(D)  Gain
      on
      Disposition of Owned Equipment





The
      gain
      on the disposition of equipment for the six months ended June 30, 2005 totaled
      $1.4 million, and resulted from the sale of parts from a commercial aircraft,
      a
      commercial aircraft, marine containers and railcars with a net book value of
      $0.1 million for proceeds of $1.0 million and the reversal of $0.5 million
      of
      unused engine reserves related to the sold commercial aircraft. The gain on
      the
      disposition of equipment for the six months ended June 30, 2004 totaled $0.7
      million, and resulted from the sale of parts from a commercial aircraft, marine
      containers and railcars with a net book value of $0.8 million for proceeds
      of
      $1.6 million.





(E)  Equity
      in
      Net (Loss) Income of Equity Investments





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





For
                the Six Months
              Ended
                June 30,2005
            
            2004Marine
                vessel
            
            $
            715
            
            $
            8Railcars
            
            
            (56
            )
            
            --Machinery
                and other equipment
            
            
            (316
            )
            
            --Aircraft
            
            
            (1,257
            )
            
            54Equity
                in net (loss) income of equity investments
            
            $
            (914
            )
            $
            62





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





Marine
      vessel:  As
      of
      June 30, 2005 and 2004, the Partnership had an interest in an entity owning
      a
      marine vessel. During the six months ended June 30, 2005, lease revenues of
      $2.5
      million were partially offset by depreciation expense, operations support,
      administrative expenses and provision for bad debts of $1.8 million. During
      the
      six months ended June 30, 2004, lease revenues of $1.3 million were partially
      offset by depreciation expense, operations support and administrative expenses
      of $1.3 million.





Marine
      vessel lease revenues increased $1.2 million during the six months ended June
      30, 2005 compared to the same period 2004. An increase of $1.0 million was
      due
      to a higher lease rate being earned in 2005 compared to the same period of
      2004.
      In addition, the marine vessel earned an additional $0.3 million due to being
      on-hire the full six months of 2005 compared to the same period of 2004 when
      the
      marine vessel was off-hire approximately 30 days due to being off-lease while
      undergoing dry docking. A similar event did not occur in the first six months
      of
      2005.





-23-


Marine
      vessel operations support and administrative expenses increased $0.5 million
      during the six months ended June 30, 2005 compared to the same period 2004.
      An
      increase of $0.2 million was due to higher operating expenses during the six
      months ended June 30, 2005 and an additional increase of expenses of $0.2
      million resulting from the marine vessel being on-lease during all of the first
      six months of 2005 compared to 2004 when the marine vessel was undergoing
      scheduled dry docking and off-lease for 30 days. An increase of $0.1 million
      was
      due to increased bad debt expense.





Railcars:
      As of June 30, 2005, the Partnership owned an interest in an entity that owned
      railcars. These railcars were transferred into this entity on July 1, 2004
      from
      the Partnership's owned equipment portfolio. During the six months ended June
      30, 2005, lease revenues of $0.8 million and the gain on the disposition of
      equipment of $0.1 million were offset by depreciation and amortization expense,
      operations support, interest expense and administrative expenses of $1.0
      million. The Partnership did not have any equity investments that owned railcars
      in the same period of 2004.





Machinery
      and other equipment: As of June 30, 2005, the Partnership owned an interest
      in
      an entity that owned machinery and other equipment that was formed in the fourth
      quarter of 2004. During the six months ended June 30, 2005, lease revenues
      of
      $0.2 million were offset by depreciation expense, operations support, and
      administrative expenses of $0.5 million. The Partnership did not have any equity
      investments that owned machinery and other equipment in the same period of
      2004.





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





During
      the six months ended June 30, 2005, revenues of $1.7 million were offset by
      depreciation expense, operations support, interest expenses and administrative
      expenses of $3.0 million. During the same period of 2004, revenues of $22,000
      were partially offset by operations support and administrative expenses of
      $17,000.





Aircraft
      revenues increased $1.6 million due to the Partnership's investment into two
      entities during the third quarter of 2004 that each own two Boeing 737-500
      commercial aircraft.





Depreciation
      and amortization expense, operations support, interest expense and
      administrative expenses increased $3.0 million during the six months ended
      June
      30, 2005 resulting from an increase in depreciation and amortization expense
      of
      $2.0 million, an increase in administrative expenses of $0.1 million caused
      by
      the Partnership's investment during the third quarter of 2004 into two entities
      each owning two Boeing 737-500 commercial aircraft and an increase of $0.8
      million in interest expense from the non-recourse debt financing of two Boeing
      737-500 commercial aircraft in each of the entities the Partnership invested
      in
      during the third quarter of 2004. Equity investments during the same period
      of
      2004 did not have any debt or interest expense.





(F)  Net
      Income





As
      a
      result of the foregoing, the Partnership’s net income for the six months ended
      June 30, 2005 was $0.4 million, compared to net income of $0.5 million during
      the same period in 2004. The Partnership’s ability to operate and liquidate
      assets, secure leases, and re-lease those assets whose leases expire is subject
      to many factors. Therefore, the Partnership’s performance in the six months
      ended June 30, 2005 is not necessarily indicative of future periods.





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





At
      June
      30, 2005, the Partnership had unrestricted cash of $4.5 million.





For
      the
      six months ended June 30, 2005, the Partnership generated cash from operations
      of $2.7 million to meet its operating obligations, pay debt and interest,
      maintain working capital reserves and make cash distributions of $4.2 million
      ($0.50 per limited partnership unit) to the limited partners and $0.2 million
      to
      PLM Financial Services, Inc. (FSI or the General Partner).





-24-


During
      the six months ended June 30, 2005, the Partnership purchased railcars for
      $1.9
      million and paid FSI or its affiliates $0.1 million for acquisition fees and
      $19,000 for lease negotiation fees. During the six months ended June 30, 2005,
      the Partnership disposed of owned equipment and received aggregate proceeds
      of
      $1.0 million, and reversed $0.5 million of unused engine reserves which is
      included in the gain on disposal of equipment. The Partnership's share of
      disposal proceeds from railcars owned by the entity in which the Partnership
      has
      an investment during the six months ended June 30, 2005 was $0.1 million. The
      proceeds from these railcar disposals will be used to pay down outstanding
      debt
      in 2005.





Restricted
      cash decreased $1.6 million resulting from cash being released from the escrow
      account to fund the purchase of railcars.





Marketable
      securities increased $0.1 million in the six months ended June 30, 2005 due
      to
      the increase of $0.1 million resulting from an increase in the fair market
      value
      of marketable securities and increased $35,000 due to the Partnership receiving
      additional marketable securities as part of a bankruptcy settlement from a
      former lessee .





Accounts
      and other receivable decreased $1.1 million in the six months ended June 30,
      2005 due to decreases caused by the collection of $0.9 million in other
      receivable and the timing of cash receipts of $0.1 million.





Equity
      investments in affiliated entities decreased $2.2 million during the six months
      ended June 30, 2005 due to cash distributions of $1.3 million from the equity
      investments to the Partnership and by the loss of $0.9 million that was recorded
      by the Partnership for its interests in the equity investments.





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





During
      the six months ended June 30, 2005, the Partnership made the regularly scheduled
      principal payments of $0.1 million to the lender of the non-recourse debt.
      The
      balance of the non-recourse note was paid in the third quarter of
      2005.





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





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





Commitment
      and contingencies as of June 30, 2005 are as follows (in thousands of
      dollars):





Partnership
                Obligations:
            
            Total
            
            Less
                than
              1
                Year
            
            1
                -3
              YearsNon-recourse
                debt
            
            $
            605
            
            $
            605
            
            $
            -





(III)  RECENT
      ACCOUNTING PRONOUNCEMENTS





In
      March
      2004, Financial Accounting Standards Board's (FASB's) Emerging Issues Task
      Force
      (EITF) released Issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment
      and Its Application to Certain Investments" (EITF 03-1).”  EITF 03-1
      provides guidance for determining whether impairment for certain debt and equity
      investments is other-than-temporary and the measurement of an impaired loss.
      Certain disclosure requirements of EITF 03-1 were adopted in 2003 and the
      Partnership has complied with the new disclosure requirements in its
      consolidated financial statements. The recognition and measurement requirements
      of EITF 03-1 were initially effective for reporting periods beginning after
      June
      15, 2004. In September 2004, the FASB Staff issued FASB Staff Position (FSP)
      EITF 03-1-1 that delayed the effective date for certain measurement and
      recognition guidance contained in EITF 03-1.  The FSP requires that
      entities continue to apply previously existing “other-than-temporary” guidance
      until a final consensus is reached. The General Partner does not anticipate
      that
      issuance of a final consensus will materially impact the Partnership’s financial
      condition or results of operations.





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





-25-


(IV)  OUTLOOK
      FOR THE FUTURE





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





The
      ability of the Partnership to realize acceptable lease rates on its equipment
      in
      the different equipment markets is contingent upon many factors, such as
      specific market conditions and economic activity, technological obsolescence,
      and government or other regulations. The unpredictability of these factors
      makes
      it difficult for the General Partner to clearly define trends or influences
      that
      may impact the performance of the Partnership's equipment. The General Partner
      continuously monitors both the equipment markets and the performance of the
      Partnership's equipment in these markets. The General Partner may make an
      evaluation to reduce the Partnership's exposure to those equipment markets
      in
      which it determines that it cannot operate equipment and achieve acceptable
      rates of return.





The
      Partnership intends to use future cash flow from operations to satisfy its
      operating requirements, pay principal and interest on debt and make cash
      distributions to the partners.





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





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





(1)  While
      freight growth for railcars has showed some signs of slowing in the last
      quarter, utilization remains high, above 90%. Overall railcar loadings are
      now
      forecast to grow approximately 4% in 2005, down slightly from the previous
      forecast but still strong. Railcar manufacturers have full production schedules
      until the mid-2006 for tank railcars similar to the tank railcars that the
      Partnership owns and the tank railcars in PLM Rail Partners, LLC (Rail Partners)
      in which the Partnership has an equity interest.





The
      Partnership's railcar fleet is largely used by a broadly defined chemical
      sector. Chemical and petroleum railcar loadings are projected to grow at a
      higher rate in the second half of 2005 as chemical business is in an upturn.
      Chemical carloadings may exceed a 3% growth in 2005 but are projected to grow
      at
      a slower rate in 2006. At present, the Partnership's tank railcar fleet is
      highly utilized and appears to be in a position to remain so for the foreseeable
      future.





Offsetting
      the generally favorable outlook is the continuation of high steel prices with
      the resulting increases in the price of new tank railcars and related lease
      rates. While this improves returns for railcar lessors in the short run, reduced
      railcar availability and higher lease costs along with railroad operating
      inefficiencies may cause the chemical industry growth to slow and perhaps cause
      chemical producers to shift to other forms of transportation. Also, there are
      a
      number of potential new railroad operating requirements and regulations which,
      if adopted, could increase the cost of railcar ownership.





In
      August
      2005, the Partnership and Rail Partners agreed to sell their railcars. The
      General Partner expects this transaction to close within 30 days. If the sale
      is
      completed, lease revenues and cash flows from operations are expected to
      decrease significantly;





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





-26-


The
      Partnership’s product tanker has continued to operate with very minimum idle
      time between charters.  Freight rates for marine vessels continued to
      remain strong due to the demand for sea transportation resulting from improving
      economies worldwide. The demand is expected to continue until additional new
      tonnage starts coming on line in late 2005 through 2006. Demand for refined
      products worldwide and home heating oil on United States due to cold weather
      on
      the East Coast helped to keep the charter rates up at or near 2004 highs during
      the first half of 2005. Going forward, rates are expected to begin to show
      signs
      of decreasing during the summer months of 2005, as high gasoline prices are
      expected to slow down demand. The marine vessel in which the Partnership owns
      an
      interest is not scheduled to undergo major maintenance until September 2006.





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





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





The
      General Partner also believes that there is a significant oversupply of
      commercial aircraft available that has caused a decrease in aircraft fair market
      values.





In
      the
      first quarter of 2005, the lessee of the two aircraft on direct finance lease
      in
      which the Partnership owned an interest, exercised its purchase option on these
      aircraft. Accordingly, revenues from these aircraft will decrease in
      2005.





In
      the
      first quarter of 2005, the Partnership sold its remaining Boeing 737-200 which
      will result in further decreases in lease revenues in 2005.





The
      Partnership owns a DHC-8-102 commuter aircraft which is on consignment to a
      vendor who will part-out the aircraft. Due to the poor market demand for parts
      from this aircraft, it may take a considerable period of time to complete the
      sale of this aircraft. The Partnership also owns a DHC-8-300 that is on a lease
      that is scheduled to expire during 2008;





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





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





(6)  The
      timing and amount of future cash distributions to the limited partners and
      the
      General Partner will be based on the cash position of the Partnership and
      operational requirements. The General Partner does not expect to make a cash
      distribution until at least the fourth quarter of 2005; and





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





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





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





-27-


Cash
      flow
      and disposition proceeds generated from operations after January 1, 2005 cannot
      be used to purchase additional equipment. The Partnership will terminate on
      December 31, 2010, unless terminated earlier upon sale of all equipment or
      by
      certain other events.





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





(V)  FORWARD-LOOKING
      INFORMATION





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





ITEM
      3.  CONTROLS
      AND PROCEDURES (as
      restated)





Limitations
      on the Effectiveness of Controls





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





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





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





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





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




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





-28-


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





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





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





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





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





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





-29-





**PART
      II - OTHER INFORMATION**





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





None.





ITEM
      5.  OTHER
      INFORMATION





None.





ITEM
      6.  EXHIBITS
      AND REPORTS ON FORM 8-K





(a)  Exhibits





10.1
            Amended
                and Restated Loan and Security Agreement by and between MILPI Holdings
                LLC
                and LaSalle National Bank Association dated July 15,
                2005.





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)


-30-














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











PLM
      EQUIPMENT GROWTH FUND V





By:  PLM
      Financial Services, Inc.


General
      Partner











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


Richard
      K
      Brock


Chief
      Financial Officer