LION PARTNERSHIP
                            ( A LIMITED PARTNERSHIP)

                              FINANCIAL STATEMENTS



<PAGE>





INDEPENDENT  AUDITORS'  REPORT





The  Partners
Lion  Partnership

We  have  audited  the  accompanying  balance sheet of the Lion Partnership (the
"Partnership") as of December 31, 2001 and the related statements of operations,
changes  in  partners'  capital,  and cash flows for the year then ended.  These
financial  statements  are  the  responsibility of the Partnership's management.
Our  responsibility is to express an opinion on these financial statements based
on  our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  such  financial  statements  present  fairly, in all material
respects,  the financial position of the Partnership as of December 31, 2001 and
the  results  of  its  operations  and its cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.





/s/  Deloitte  &  Touche  LLP


Certified  Public  Accountants

Tampa,  Florida
March  8,  2002

<PAGE>

                                LION PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                                 BALANCE SHEETS
                                  DECEMBER 31,
                            (in thousands of dollars)


<TABLE>
<CAPTION>


                                                  2001       2000
                                                         (unaudited)
                                                ====================
ASSETS
<S>                                             <C>        <C>
Marine vessel held for lease, at cost. . . . .  $ 19,968   $19,968
Less accumulated depreciation. . . . . . . . .   (11,141)   (9,375)
                                                ---------  --------
    Net equipment. . . . . . . . . . . . . . .     8,827    10,593


Accounts receivable. . . . . . . . . . . . . .       776       243
                                                ---------  --------
      Total assets . . . . . . . . . . . . . .  $  9,603   $10,836
                                                =========  ========

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable and accrued expenses. . . . .  $    111   $   169
Due to affiliates. . . . . . . . . . . . . . .        51        25
Lessee deposits and drydock reserves . . . . .       514       214
                                                ---------  --------
  Total liabilities. . . . . . . . . . . . . .       676       408
                                                ---------  --------

Partners' capital (deficiency):
Limited partners . . . . . . . . . . . . . . .     9,040    10,525
General partner. . . . . . . . . . . . . . . .      (113)      (97)
                                                ---------  --------
  Total partners' capital. . . . . . . . . . .     8,927    10,428
                                                ---------  --------

      Total liabilities and partners' capital.  $  9,603   $10,836
                                                =========  ========
</TABLE>
















                 See accompanying notes to financial statements.

<PAGE>

                                LION PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                            STATEMENTS OF OPERATIONS
                        FOR THE YEARS ENDED DECEMBER 31,
                            (in thousands of dollars)


<TABLE>
<CAPTION>


                                            2001       2000       1999
                                                   (unaudited) (unaudited)
                                        ==================================
REVENUES
<S>                                     <C>           <C>      <C>
Lease revenue. . . . . . . . . . . . .  $      9,514  $4,378   $ 4,213
Interest and other income. . . . . . .           137      39         1
                                        ------------  -------  --------
  Total revenues . . . . . . . . . . .         9,651   4,417     4,214
                                        ------------  -------  --------
EXPENSES

Depreciation and amortization. . . . .         1,766   2,161     2,606
Marine operating expenses. . . . . . .         3,845   1,739     2,197
Repairs and maintenance. . . . . . . .           639     732       560
Management fees to affiliate . . . . .           476     219       211
Insurance expense. . . . . . . . . . .           102     112       282
Administrative expenses to affiliates.           201      41        55
Administrative and other . . . . . . .            60      33        28
                                        ------------  -------  --------
  Total expenses . . . . . . . . . . .         7,089   5,037     5,939
                                        ------------  -------  --------

      Net income (loss). . . . . . . .  $      2,562  $ (620)  $(1,725)
                                        ============  =======  ========
</TABLE>













                 See accompanying notes to financial statements.

<PAGE>

                                LION PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999
                            (in thousands of dollars)


<TABLE>
<CAPTION>

                                                         Limited     General
                                                         Partners    Partner    Total
                                                        ==============================
<S>                                                     <C>         <C>        <C>
  Partners' capital (deficiency) at December 31, 1998
     (unaudited) . . . . . . . . . . . . . . . . . . .  $  14,624   $    (56)  $14,568

Net loss (unaudited) . . . . . . . . . . . . . . . . .     (1,708)       (17)   (1,725)

Cash distribution (unaudited). . . . . . . . . . . . .       (470)        (5)     (475)
                                                        ----------  ---------  --------
  Partners' capital (deficiency) at December 31, 1999
     (unaudited) . . . . . . . . . . . . . . . . . . .     12,446        (78)   12,368

Net income (unaudited) . . . . . . . . . . . . . . . .       (614)        (6)     (620)

Cash distribution (unaudited). . . . . . . . . . . . .     (1,307)       (13)   (1,320)
                                                        ----------  ---------  --------
  Partners' capital (deficiency) at December 31, 2000
     (unaudited) . . . . . . . . . . . . . . . . . . .     10,525        (97)   10,428

Net income . . . . . . . . . . . . . . . . . . . . . .      2,537         25     2,562

Cash distribution. . . . . . . . . . . . . . . . . . .     (4,022)       (41)   (4,063)
                                                        ----------  ---------  --------
  Partners' capital (deficiency) at December 31, 2001.  $   9,040   $   (113)  $ 8,927
                                                        ==========  =========  ========
</TABLE>


















                 See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>


                                   LION PARTNERSHIP
                               (A LIMITED PARTNERSHIP)
                               STATEMENTS OF CASH FLOWS
                            FOR THE YEARS ENDED DECEMBER 31,
                               (in thousands of dollars)

                                                             2001        2000       1999
                                                                     (unaudited) (unaudited)
                                                         ===================================
OPERATING ACTIVITIES
<S>                                                      <C>           <C>       <C>
Net income (loss) . . . . . . . . . . . . . . . . . . .  $     2,562   $  (620)  $(1,725)
Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:
  Depreciation and amortization . . . . . . . . . . . .        1,766     2,161     2,606
  Changes in operating assets and liabilities:
    Accounts receivable . . . . . . . . . . . . . . . .         (533)       92      (336)
    Prepaid expenses. . . . . . . . . . . . . . . . . .           --        --        82
    Accounts payable and accrued expenses . . . . . . .          (58)     (144)      173
    Due to affiliates . . . . . . . . . . . . . . . . .           26        (6)        8
    Lessee deposits and drydock reserves. . . . . . . .          300      (163)     (333)
                                                         ------------  --------  --------
      Net cash provided by operating activities . . . .        4,063     1,320       475
                                                         ------------  --------  --------

FINANCING ACTIVITIES

Cash distributions-General Partner. . . . . . . . . . .          (41)      (13)       (5)
Cash distributions-limited partners . . . . . . . . . .       (4,022)   (1,307)     (470)
                                                         ------------  --------  --------
      Net cash used in by financing activities. . . . .       (4,063)   (1,320)     (475)
                                                         ------------  --------  --------

Net change in cash and cash equivalents . . . . . . . .           --        --        --
Cash and cash equivalents at beginning of year. . . . .           --        --        --
                                                         ------------  --------  --------
Cash and cash equivalents at end of year. . . . . . . .  $        --   $    --   $    --
                                                         ============  ========  ========

</TABLE>





















                 See accompanying notes to financial statements.

<PAGE>

                                LION PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

1.     Summary  of  Significant  Accounting  Policies
       ----------------------------------------------

     Organization
     ------------

Lion Partnership, a California limited partnership (the Partnership), was formed
during  July  1997.  The  Partnership was formed for the purpose of purchasing a
tanker  marine  vessel  and  commenced significant operations in July 1997.  The
Partnership  has  no  employees  nor  operations other than the operation of the
marine  vessel.  The  Partnership is owned 99% by the limited partners and 1% by
the  General  Partner.  The  Partnership has two limited partners: PLM Equipment
Growth  Fund  V  (EGF  V),  a  California limited partnership, and PLM Equipment
Growth  &  Income  Fund  VI  (EGF  VI),  a  California  limited  partnership,
(collectively, the Limited Partners).  The Limited Partnership is owned 47.5% by
EGF  V  and  52.5%  by EGF VI.  The General Partner is the Lion Corporation (LC)
which  is  owned  47.5%  by  EGF  V  and  52.5%  by  EGF  VI.

PLM  Financial  Services Inc. (FSI) is the General Partner of EGF V and EGF VII.
FSI  is  a  wholly-owned  subsidiary  of  PLM  International,  Inc.

The  marine  vessel was purchased in July 1997 for $19.1 million.  EGF V and EGF
VI  paid  acquisition  and  lease  negotiation  fees  of  $1.1  million  to FSI.

     Estimates
     ---------

These  accompanying financial statements have been prepared on the accrual basis
of accounting in accordance with accounting principles generally accepted in the
United  States  of  America.  This  requires  management  to  make estimates and
assumptions  that  affect  the  reported  amounts  of  assets  and  liabilities,
disclosures  of  contingent  assets and liabilities at the date of the financial
statements,  and  the  reported  amounts  of  revenues  and  expenses during the
reporting  period.  Actual  results  could  differ  from  those  estimates.  All
amounts  as of and for the years ended December 31, 2000 and 1999 are unaudited.

     Operations
     ----------

The  marine  vessel  in the Partnership is managed under a continuing management
agreement by PLM Investment Management, Inc. (IMI), a wholly-owned subsidiary of
FSI.  IMI  receives  a  monthly management fee from the Partnership for managing
the  marine  vessel  (Note 3).  FSI, in conjunction with its subsidiaries, sells
equipment  to  investor  programs  and  third  parties,  manages  pools  of
transportation  equipment  under  agreements  with investor programs, and is the
general  partner  of  other  limited  partnerships.

     Cash  and  Cash  Equivalents
     ----------------------------

All  cash generated from operations is distributed to the partners; accordingly,
the  Partnership  has  no  cash  balance  at  December  31,  2001  and  2000.

     Accounting  for  Leases
     -----------------------

The  marine  vessel  in the Partnership is leased under operating leases.  Under
the  operating  lease method of accounting, the leased asset is recorded at cost
and  depreciated over its estimated useful life. Rental payments are recorded as
revenue  over the lease term as earned in accordance with Statement of Financial
Accounting  Standards  No. 13, "Accounting for Leases".  Lease origination costs
were  amortized  over  three  years.

<PAGE>
                                LION PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

1.     Summary  of  Significant  Accounting  Policies  (continued)
       ----------------------------------------------

     Depreciation
     ------------

Depreciation of the marine vessel is computed using the double-declining balance
method,  taking  a  full  month's  depreciation in  the  month  of  acquisition,
based  upon  an  estimated  useful  life  of  12 years.  The depreciation method
changes  to  straight-line  when  the  annual  depreciation  expense  using  the
straight-line  method  exceeds that calculated  by  the double-declining balance
method.  Acquisition  fees  of  $0.9  million,  that  were  paid  to  FSI,  were
capitalized  as  part  of  the cost of the equipment.  Lease negotiation fees of
$0.2  million  were capitalized as well. Major expenditures that are expected to
extend  the  marine  vessel's  useful  life or reduce future equipment operating
expenses  have  been capitalized and amortized over the estimated remaining life
of  the  marine  vessel.

     Marine  Vessel
     --------------

The  marine  vessel  held  for  operating  leases  is  stated  at  cost less any
reductions  to  the  carrying  value  as  required  by  Statement  of  Financial
Accounting  Standards  (SFAS)  No.  121,  "Accounting  for  the  Impairment  of
Long-Lived  Assets  and for Long-Lived Assets to Be Disposed Of" (SFAS No. 121).

In  accordance with SFAS No. 121, the General Partner reviews the carrying value
of the Partnership's marine vessel at least quarterly and whenever circumstances
indicate  that  the  carrying value of the marine vessel will not be recoverable
due  to  expected  future market conditions.  If the projected undiscounted cash
flows  and the fair market value of the marine vessel are less than the carrying
value  of the marine vessel, a loss on revaluation is recorded.  No revaluations
to  the  marine  vessel  were  required  in  2001,  2000,  or  1999.

In  October  2001,  Financial  Accounting  Standards  Board issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS No. 144),
which  replaces SFAS No. 121.  SFAS No. 144 provides updated guidance concerning
the  recognition  and  measurement  of  an  impairment loss for certain types of
long-lived  assets,  expands  the scope of a discontinued operation to include a
component  of  an  entity, and eliminates the current exemption to consolidation
when  control  over  a  subsidiary  is  likely to be temporary.  SFAS No. 144 is
effective  for  fiscal  years  beginning  after  December  15,  2001.

The  Partnership  will  apply  the new rules on accounting for the impairment or
disposal  of  long-lived assets beginning in the first quarter of 2002, and they
are not anticipated to have an impact on the Partnership's earnings or financial
position.

     Repairs  and  Maintenance
     -------------------------

Repairs  and  maintenance  for  the  marine  vessel  are  the  obligation of the
Partnership.  Costs  associated  with marine vessel drydocking are estimated and
accrued  ratably over the period prior to such drydocking.  Drydock reserves are
included  in  lessee  deposits  and drydock reserves in the accompanying balance
sheets.

     Net  Income  (Loss)  and  Cash  Distribution  to  Limited  Partners
     -------------------------------------------------------------------

The  net  income  (loss) and cash distributions of the Partnership are allocated
99%  to  the  limited  partners  and  1% to the General Partner.  The net income
(loss)  and  cash  distributions  are allocated to the limited partners based on
their  percentage  of  ownership  in  the  Partnership.

Cash  distributions  are  recorded  when  paid.


                                LION PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS


     Comprehensive  Income  (Loss)
     -----------------------------

The  Partnership's net income (loss) is equal to comprehensive income (loss) for
the  years  ended  December  31,  2001,  2000,  and  1999.

2.     General  Partner
       ----------------

LC  contributed  $100  of the Partnership's initial capital.  LC is owned by two
shareholders;  EGF  V owns 47.5% and EGF VI owns 52.5%.  Dividends, if declared,
are  paid  to  the  shareholders  based  on  the  percentage  of  ownership each
shareholder  owns.

3.     Transactions  with  Affiliates
       ------------------------------

Under  the  equipment  management  agreement, the Partnership pays IMI a monthly
management  fee  attributable  to owned equipment equal to the lesser of (i) the
fees  that  would  be  charged  by  an  independent  third  party  for  similar
services  for  similar  equipment  or  (ii)  5%  of  the  gross  lease  revenues
attributable  to  equipment  that  is  subject  to  operating  leases.  The
Partnership's  management  fee  expense  to  affiliate  was  $0.5  million, $0.2
million,  and  $0.2  million  during  2001,  2000,  and  1999, respectively. The
Partnership's  management  fee  in 2001 was equal to 5% of gross operating lease
revenues and was less than an independent third party management fee charged for
similar  services  for  similar  equipment.  The Partnership reimbursed FSI $0.2
million,  $41,000,  and  $0.1 million during 2001, 2000, and 1999, respectively,
for  data  processing  and  administrative expenses directly attributable to the
Partnership.

Partnership  management  fees  payable  to  IMI  were  $51,000 and $25,000 as of
December  31,  2001  and  2000,  respectively.

4.     Marine  Vessel  on  Lease
       -------------------------

The  Partnership's  marine  vessel  is  leased  to  multiple operators on a time
charter  basis.  In  such  instances,  revenues are earned from each lessee that
hires  the  marine  vessel  for  a  specific  voyage.

EGF  VI's  52.5%  interest  in  the  marine vessel in the Partnership is used as
collateral  against  the  senior  loan  of  EGF  VI.

The  marine  vessel's leases are being accounted for as operating leases.  There
are  no future minimum rentals under non-cancelable leases at December 31, 2001.
Per  diem  and  short-term rentals consisting of utilization rate lease payments
included  in  lease  revenues  amounted to $9.5 million in 2001, $1.7 million in
2000,  and  $1.4  million  in  1999.

5.     Geographic  Information
       -----------------------

The  Partnership's  marine  vessel  is  leased  to multiple lessees in different
regions  that  operate  worldwide.

6.     Income  Taxes
       -------------

The  Partnership  is  not  subject  to  income  taxes,  as any income or loss is
included  in  the  tax  returns  of  the  individual partners owning the Limited
Partners.  Accordingly,  no  provision  for  income  taxes  has been made in the
financial  statements  of  the  Partnership.

As  of December 31, 2001, the financial statement carrying amounts of assets and
liabilities  were  approximately  $6.1 million lower than the federal income tax
basis  of  such  assets and liabilities, primarily due to differences in reserve
for  repairs,  depreciation  methods,  and  lessee  prepaid  deposits.

                                LION PARTNERSHIP
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

7.     Concentrations  of  Credit  Risk
       --------------------------------

Financial  instruments,  which  potentially  subject  the  Partnership  to
concentrations  of  credit  risk,  consist  principally  of accounts receivable.

The  Partnership's  lessees that accounted for 10% or more of the total revenues
for  the  marine  vessel  during the past three years were: Vitol (13% in 2001),
Trafigura  (14% in 2001), Team Tankers (76% in 2000), Shell (16% in 2000), Stolt
Tankers,  Inc.  (67%  in  1999),  Alpine  (15% in 1999), and Bulk Handle (10% in
1999).

As  of  December  31,  2001, the General Partner believes the Partnership had no
other  significant  concentrations  of  credit  risk  that could have a material
adverse  effect  on  the  Partnership.