UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                     --------------------------------------
                                    FORM 10-Q

[x]    Quarterly  Report  Pursuant  to  Section  13 or 15(d)  of the  Securities
       Exchange Act of 1934 For the fiscal quarter ended March 31, 2001

                                       or

[ ]    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 1-9670

                         -------------------------------

                            PLM INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


                 Delaware                                    94-3041257
      (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                     Identification No.)

     One Market, Steuart Street Tower,
       Suite 800, San Francisco, CA                          94105-1301
 (Address of principal executive offices)                    (Zip Code)



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


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


         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest  practicable date: common stock - $.01
par value; outstanding as of May 7, 2001 - 7,554,510 shares.


<PAGE>

<TABLE>
                             PLM INTERNATIONAL, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
               (in thousands of dollars, except per share amounts)
<CAPTION>
                                                                         For the Three Months
                                                                           Ended March 31,
                                                                         2001            2000
                                                                       -------         -------
<S>                                                                    <C>             <C>
Revenues
Operating lease income                                                 $   513         $    45
Management fees                                                          1,536           1,811
Partnership interests and other fees                                       563             217
Acquisition and lease negotiation fees                                     185              19
Other                                                                      299             343
                                                                       -------         -------
    Total revenues                                                       3,096           2,435
                                                                       -------         -------
Costs and expenses
Operations support                                                         254             586
Depreciation and amortization                                              243             157
General and administrative                                               2,057           1,200
                                                                       -------         -------
    Total costs and expenses                                             2,554           1,943
                                                                       -------         -------
Operating income                                                           542             492
Interest expense                                                            (1)           (431)
Interest income                                                             95             203
                                                                       -------         -------
  Income before income taxes                                               636             264
Provision for income taxes                                                 254             100
                                                                       -------         -------
  Net income from continuing operations                                    382             164
Loss from discontinued operations, net of income tax                      --               (83
                                                                       -------         -------
      Net income to common shares                                      $   382         $    81
                                                                       =======         =======
Basic earnings per weighted-average common share outstanding:
      Income from continuing operations                                $  0.05         $  0.02
      Loss from discontinued operations                                   --             (0.01)
                                                                       -------         -------
                                                                       $  0.05         $  0.01
                                                                       =======         =======
Diluted earnings per weighted-average common share outstanding:
      Income from continuing operations                                $  0.05         $  0.02
      Loss from discontinued operations                                   --             (0.01)
                                                                       -------         -------
                                                                       $  0.05         $  0.01
                                                                       =======         =======
<FN>
                        See accompanying notes to these  consolidated  financial statements.
</FN>
</TABLE>

                                      -1-
<PAGE>
<TABLE>
                             PLM INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
                 (in thousands of dollars, except share amounts)
<CAPTION>
                                     ASSETS
                                                                                   March 31,       December 31,
                                                                                     2001             2000
                                                                                   --------         --------
<S>                                                                                <C>              <C>
Cash and cash equivalents                                                          $  5,008         $  5,874
Receivables (net of allowance for doubtful accounts of $0.1 million as of
  March 31, 2001 and December 31, 2000)                                                 851            1,045
Receivables from affiliates                                                           6,943            1,207
Equity interest in affiliates                                                        15,421           15,753
Assets held for sale                                                                   --             10,250
Restricted cash and cash equivalents                                                     48            2,530
Other assets, net                                                                     3,084            3,748
                                                                                   --------         --------
    Total assets                                                                   $ 31,355         $ 40,407
                                                                                   ========         ========

                    LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities

Payables and other liabilities                                                     $  7,555         $ 15,909
Deferred income taxes                                                                 8,409            8,885
                                                                                   --------         --------
  Total liabilities                                                                  15,964           24,794

Shareholders' equity
Preferred stock ($0.01 par value, 10.0 million shares
  authorized, none outstanding as of March 31, 2001 and December 31, 2000)             --               --
Common stock ($0.01 par value, 50.0 million shares
  authorized and 7,554,510 shares issued and outstanding
  as of March 31, 2001 and December 31, 2000)                                           112              112
Paid-in capital, in excess of par                                                    36,943           37,547
Treasury stock (4,481,245 shares as of March 31, 2001 and
  December 31, 2000)                                                                (19,875)         (19,875)
Accumulated deficit                                                                  (1,789)          (2,171)
                                                                                   --------         --------
  Total shareholders' equity                                                         15,391           15,613
                                                                                   --------         --------
    Total liabilities and shareholders' equity                                     $ 31,355         $ 40,407
                                                                                   ========         ========
<FN>
                        See accompanying notes to these  consolidated  financial statements.
</FN>
</TABLE>

                                      -2-
<PAGE>

                             PLM INTERNATIONAL, INC.
            CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY AND
                              COMPREHENSIVE INCOME
 For the Year Ended December 31, 2000 and the Three Months Ended March 31, 2001
                            (in thousands of dollars)
<TABLE>
<CAPTION>

                                                    Common Stock                        Accumulated
                                       --------------------------------------------      Deficit &
                                                      Paid-in                           Accumulated
                                                     Capital in                            Other             Total
                                         At            Excess              Treasury    Comprehensice      Shareholders'
                                         Par           of Par               Stock          Income            Equity
                                       ----------------------------------------------------------------------------------
<S>                                    <C>        <C>                  <C>             <C>              <C>
  Balances, December 31, 1999          $ 112      $   75,059           $  (18,324)     $   (7,434)      $    49,413
Comprehensive income:
  Net income                                                                                5,263             5,263
Exercise of stock options                               (289)               1,037                               748
Common stock purchases                                                     (2,588)                           (2,588)
Liquidating distribution                             (37,223)                                               (37,223)
                                       ----------------------------------------------------------------------------------
  Balances, December 31, 2000            112          37,547              (19,875)         (2,171)           15,613

Comprehensive income:
  Net income                                                                                  382               382
Redemption of stock options                             (604)                                                  (604)
                                       ----------------------------------------------------------------------------------
  Balances, March 31, 2001             $ 112      $   36,943           $  (19,875)     $   (1,789)      $    15,391
                                       ==================================================================================
<FN>
                         See accompanying notes to these consolidated financial statements.
</FN>
</TABLE>

                                      -3-
<PAGE>
                                   PLM INTERNATIONAL, INC.
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (in thousands of dollars)
<TABLE>
<CAPTION>
                                                                                    For the Three Months
                                                                                       Ended March 31,
                                                                                    2001             2000
                                                                                  --------         --------
<S>                                                                               <C>              <C>
Operating activities

Net income from continuing operations                                             $    382         $    164
Adjustments to reconcile net income from continuing operations to net cash
  provided by operating activities:
    Depreciation and amortization                                                      243              157
    Deferred income tax                                                               (476)             252
    Gain on disposition of assets, net                                                 (16)            --
    Equity income of managed programs                                                 (715)            (441)
    (Decrease) increase in payables and other liabilities                           (8,354)           1,206
    Increase in receivables and receivables from affiliates                            (42)          (2,016)
    Amortization of organization and offering costs                                    152              224
    Decrease (increase) in other assets                                                338                2
                                                                                  --------         --------
       Cash used in operating activities of continuing operations                   (8,488)            (452)
       Cash provided by operating activities of discontinued operations               --                723
                                                                                  --------         --------
      Net cash (used in) provided by operating activities                           (8,488)             271
                                                                                  --------         --------

Investing activities

Cash distribution from managed programs                                                895            1,216
Note receivable from affiliate                                                      (5,500)            --
Principal payments received on finance leases                                         --                140
Purchase of property, plant, and equipment                                            --                 (2)
Proceeds from sale of subsidiary, net of transaction costs                            --             28,275
Proceeds from the sale of equipment for lease                                           99             --
Proceeds from the sale of assets held for sale                                      10,250             --
Decrease in restricted cash and restricted cash equivalents                          2,482              332
Cash used in investing activities of discontinued operations                          --             (5,432)
                                                                                  --------         --------
      Net cash provided by investing activities                                      8,226           24,529
                                                                                  --------         --------
Financing activities

Borrowings of short-term warehouse credit facilities                                  --              1,200
Repayment of short-term warehouse credit facilities                                   --             (1,200)
Repayment of senior secured notes                                                     --             (1,880)
Proceeds from exercise of stock options                                               --                 30
Redemption of stock options                                                           (604)            --
Purchase of stock                                                                     --               (338)
Cash used in financing activities of discontinued operations                          --             (2,065)
                                                                                  --------         --------
      Net cash used in financing activities                                           (604)          (4,253)
                                                                                  --------         --------
Net (decrease) increase  in cash and cash equivalents                                 (866)          20,547
Cash and cash equivalents at beginning of period                                     5,874            2,089
                                                                                  --------         --------
Cash and cash equivalents at end of period                                        $  5,008         $ 22,636
                                                                                  ========         ========
Supplemental information

Net cash paid for interest from continuing operations                             $      1         $    431
                                                                                  ========         ========
Net cash paid for interest from discontinued operations                           $   --           $  2,845
                                                                                  ========         ========
Net cash paid for income taxes                                                    $  5,828         $    182
                                                                                  ========         ========
<FN>
                     See accompanying notes to these consolidated financial statements.
</FN>
</TABLE>

                                      -4-
<PAGE>


                             PLM INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001

1.   General

In the opinion of management,  the accompanying unaudited consolidated financial
statements  contain all adjustments  necessary,  consisting  primarily of normal
recurring  accruals,   to  present  fairly  PLM  International,   Inc.  and  its
wholly-owned  subsidiaries  (the Company's)  financial  position as of March 31,
2001 and  December  31,  2000,  statements  of income for the three months ended
March 31,  2001 and 2000,  statements  of  changes in  shareholders'  equity and
comprehensive  income for the year ended  December 31, 2000 and the three months
ended March 31, 2001 and  statements  of cash flows for the three  months  ended
March 31,  2001 and 2000.  Certain  information  and note  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles  have been  condensed  or omitted  from the  accompanying
consolidated financial statements. For further information,  reference should be
made to the financial  statements  and notes  thereto  included in the Company's
Annual Report on Form 10-K/A for the year ended  December 31, 2000, on file with
the Securities and Exchange Commission.

On December 22, 2000, the Company  announced that it had signed an agreement and
plan of merger with MILPI  Acquisition  Corporation  (MILPI).  In December  2000
MILPI tendered for all the outstanding  common stock of the Company at $3.46 per
share.  In February 2001, PLM  International  announced that MILPI had completed
its cash tender offer for the  outstanding  common  stock of PLM  International.
MILPI acquired 83% of the common shares  outstanding of PLM International  MILPI
through the tender.  MILPI will complete its acquisition of PLM International by
effecting a merger of PLM  International  into MILPI  under  Delaware  law.  The
merger is expected to be completed after MILPI obtains approval of the merger by
PLM International's  shareholders  pursuant to a special  shareholders'  meeting
which is expected to be held during the first half of 2001.  Upon  completion of
the merger, PLMI will no longer be publicly traded.

2.       Reclassifications

Certain  prior-period  amounts have been  reclassified to conform to the current
period's presentation.

3.   Discontinued Operations

In October 1999,  the Company  agreed to sell AFG, its commercial and industrial
equipment  leasing  subsidiary.  On February 25, 2000, the  shareholders  of PLM
International  approved the transaction.  The sale of AFG was completed on March
1, 2000. On that date,  the Company  received $29.0 million for AFG. The Company
received additional proceeds of $3.2 million, which were included in receivables
on  consolidated  balance sheet as of March 31, 2000,  in the second  quarter of
2000 related to the sale of AFG. Taxes and transaction costs related to the sale
were $3.9 million of which $0.7  million was paid in the first  quarter of 2000.
Net proceeds to the Company from the sale of AFG was $28.3 million. In addition,
AFG distributed to PLMI certain assets with a net book value of $2.7 million and
cash of $0.4 million immediately prior to the sale.

On May 24,  2000,  the Company  signed an asset  purchase  agreement to sell the
refrigerated  and dry trailer assets and related  liabilities.  PLM shareholders
approved  the  transaction  on August 25,  2000.  For the sale of the  Company's
trailer  assets,  the Company  received $69.2 million for its 4,250 trailers and
the purchaser assumed $49.2 million in debt and other liabilities, including the
operation of most of the PLM Trailer Leasing's trailer yards located  throughout
the United  States.  The Company  paid $5.0 million of income tax related to the
trailer sale in the first quarter of 2001.

                                      -5-
<PAGE>


Accordingly, both the Company's AFG and trailer leasing operations are accounted
for as discontinued  operations.  Net loss from discontinued  operations for the
quarter ended March 31, 2000 are as follows (in thousands of dollars):
<TABLE>
<CAPTION>
                                                     Trailer
                                                     Leasing           AFG          Total
                                                  -------------------------------------------
<S>                                              <C>             <C>            <C>
Revenues                                          $     7,472    $    4,076     $   11,548
Costs and expenses                                     (6,438)       (2,225)        (8,663)
                                                  -------------------------------------------
Operating income                                        1,034         1,851          2,885
Interest expense, net                                  (1,089)       (1,607)        (2,696)
                                                  -------------------------------------------
Net income (loss) from discontinued operations
  before income taxes                                     (55)          244            189
Provision for (benefit from) income tax                   (21)           93             72
Net income previously accrued as a component
  of loss on a discontinued operation                      --          (200)          (200)
                                                  -------------------------------------------
Net loss from discontinued operations             $       (34)   $      (49)    $      (83)
                                                  ===========================================
</TABLE>
During the first quarter of 2000,  $0.6 million of after-tax loss on disposal of
discontinued  operations  was  recorded  against the  provision  established  at
December 31, 1999 and is not included in the above table.

4.   Assets Held For Sale

As of March 31,  2001,  the Company had no assets held for sale.  As of December
31, 2000, the Company had $10.3 million in marine  containers that were reported
as assets held for sale.  During the first  quarter of 2001,  the  Company  sold
these marine containers to affiliated programs at cost, which approximated their
fair market value.

5.   Shareholders' Equity

The total  common  shares  outstanding  were  7,554,510 as of March 31, 2001 and
December 31, 2000.

Net income per basic  weighted-average  common share outstanding was computed by
dividing net income to common  shares by the  weighted-average  number of shares
deemed  outstanding  during the period.  The  weighted-average  number of shares
deemed outstanding for the basic earnings per share calculation during the three
months ended March 31, 2001 and 2000 was 7,554,510 and 7,702,985,  respectively.
The weighted-average number of shares deemed outstanding,  including potentially
dilutive  common shares,  for the diluted  earnings per  weighted-average  share
calculation  during the three months ended March 31, 2001 and 2000 was 7,570,940
and 7,761,244, respectively.

6.   Legal Matters

The Company and various of its wholly owned  subsidiaries  are  defendants  in a
class  action  lawsuit  filed in January 1997 and which is pending in the United
States District Court for the Southern  District of Alabama,  Southern  Division
(Civil  Action No.  97-0177-BH-C)  (the  court).  The named  plaintiffs  are six
individuals who invested in PLM Equipment  Growth Fund IV, PLM Equipment  Growth
Fund V (Fund V), PLM Equipment Growth Fund VI, and PLM Equipment Growth & Income
Fund VII (the Partnerships), each a California limited partnership for which the
Company's wholly owned subsidiary,  PLM Financial  Services,  Inc. (FSI) acts as
the General Partner.

The complaint  asserts  causes of action  against all  defendants  for fraud and
deceit,  suppression,  negligent  misrepresentation,  negligent and  intentional
breaches of fiduciary  duty,  unjust  enrichment,  conversion,  and  conspiracy.
Plaintiffs  allege that each  defendant  owed  plaintiffs  and the class certain
duties due to their  status as  fiduciaries,  financial  advisors,  agents,  and
control persons.  Based on these duties,  plaintiffs  assert  liability  against
defendants  for improper  sales and marketing  practices,  mismanagement  of the
Partnerships,   and  concealing  such   mismanagement   from  investors  in  the
Partnerships.  Plaintiffs  seek  unspecified  compensatory  damages,  as well as
punitive damages.


                                      -6-
<PAGE>
                             PLM INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001

6.   Legal Matters (continued)

In June 1997, the Company and the affiliates who are also defendants in the Koch
action were named as defendants in another  purported  class action filed in the
San Francisco  Superior Court,  San Francisco,  California,  Case No.987062 (the
Romei  action).  The plaintiff is an investor in Fund V, and filed the complaint
on her own  behalf and on behalf of all class  members  similarly  situated  who
invested in the Partnerships.  The complaint alleges the same facts and the same
causes of action as in the Koch action, plus additional causes of action against
all of the  defendants,  including  alleged  unfair and deceptive  practices and
violations of state  securities law. In July 1997,  defendants  filed a petition
(the  petition)  in federal  district  court under the Federal  Arbitration  Act
seeking to compel  arbitration  of  plaintiff's  claims.  In October  1997,  the
district court denied the Company's  petition,  but in November 1997,  agreed to
hear the Company's motion for reconsideration. Prior to reconsidering its order,
the district  court  dismissed  the  petition  pending  settlement  of the Romei
action,  as  discussed  below.  The state court  action  continues  to be stayed
pending such resolution.

In February 1999 the parties to the Koch and Romei actions  agreed to settle the
lawsuits,  with  no  admission  of  liability  by any  defendant,  and  filed  a
Stipulation  of Settlement  with the court.  The  settlement is divided into two
parts,  a  monetary  settlement  and  an  equitable  settlement.   The  monetary
settlement  provides  for  a  settlement  and  release  of  all  claims  against
defendants  in  exchange  for payment for the benefit of the class of up to $6.6
million.  The final settlement  amount will depend on the number of claims filed
by class members,  the amount of the administrative costs incurred in connection
with the  settlement,  and the amount of attorneys' fees awarded by the court to
plaintiffs'  attorneys.  The Company will pay up to $0.3 million of the monetary
settlement,  with  the  remainder  being  funded  by an  insurance  policy.  For
settlement  purposes,  the monetary  settlement class consists of all investors,
limited partners,  assignees, or unitholders who purchased or received by way of
transfer or assignment  any units in the  Partnerships  between May 23, 1989 and
August  30,  2000.  The  monetary  settlement,  if  approved,  will  go  forward
regardless of whether the equitable settlement is approved or not.

The equitable  settlement  provides,  among other things, for: (a) the extension
(until  January 1, 2007) of the date by which FSI must complete  liquidation  of
the Partnerships'  equipment, (b) the extension (until December 31, 2004) of the
period  during  which FSI can  reinvest the  Partnerships'  funds in  additional
equipment,  (c)  an  increase  of up to  20% in the  amount  of  front-end  fees
(including  acquisition and lease negotiation fees) that FSI is entitled to earn
in  excess of the  compensatory  limitations  set  forth in the  North  American
Securities  Administrator's  Association's  Statement of Policy;  (d) a one-time
repurchase  by each of  Funds  V, VI and VII of up to 10% of that  partnership's
outstanding units for 80% of net asset value per unit; and (e) the deferral of a
portion of the  management  fees paid to an  affiliate  of FSI  until,  if ever,
certain  performance  thresholds have been met by the  Partnerships.  Subject to
final court approval, these proposed changes would be made as amendments to each
Partnership's  limited  partnership  agreement  if less than 50% of the  limited
partners  of each  Partnership  vote  against  such  amendments.  The  equitable
settlement  also  provides  for  payment of  additional  attorneys'  fees to the
plaintiffs' attorneys from Partnership funds in the event, if ever, that certain
performance  thresholds  have  been  met  by  the  Partnerships.  The  equitable
settlement class consists of all investors,  limited partners, assignees or unit
holders who on August 30, 2000 held any units in Funds V, VI, and VII, and their
assigns and successors in interest.

The court  preliminarily  approved  the monetary and  equitable  settlements  in
August 2000, and information regarding each of the settlements was sent to class
members in September  2000. The monetary  settlement  remains subject to certain
conditions,  including  final  approval by the court  following a final fairness
hearing.  The  equitable  settlement  remains  subject  to  certain  conditions,
including judicial approval of the proposed amendments and final approval of the
equitable settlement by the court following a final fairness hearing.


                                      -7-
<PAGE>
                             PLM INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001

6.   Legal Matters (continued)

A final  fairness  hearing was held on November 29, 2000, and on April 25, 2001,
the  federal  magistrate  judge  assigned  to the  case  entered  a  Report  and
Recommendation  recommending  final  approval  of  the  monetary  and  equitable
settlements to the federal  district court judge. Any objector to the settlement
may  file  objections  to  the  Report  and   Recommendation.   The  Report  and
Recommendation,  along with any  objections,  will be reviewed  by the  district
court judge,  who may approve,  reject or modify any of the  magistrate  judge's
findings  or  recommendations,  and who may also  receive  further  evidence  or
recommit  the matter to the  magistrate  judge.  The parties  await the district
court's ruling on the Report and Recommendation.

The Company  continues  to believe  that the  allegations  of the Koch and Romei
actions  are  completely  without  merit and  intends to continue to defend this
matter vigorously if the monetary settlement is not consummated.

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

7.   Operating Segments

In the first quarter of 2000, the Company operated in three operating  segments:
the  management  of investment  programs and other  equipment  leasing,  trailer
leasing,  and  commercial and industrial  equipment  leasing and financing.  The
management of investment  programs and other equipment  leasing segment involves
managing the Company's syndicated investment programs,  from which it earns fees
and equity interests,  and arranging  short-term to mid-term operating leases of
other  equipment.  The Company  sold its  commercial  and  industrial  equipment
leasing subsidiary,  AFG, on March 1, 2000 and its trailer leasing operations on
September  30,  2000.   Accordingly,   these   segments  are  accounted  for  as
discontinued  operations.   With  the  sale  of  AFG  and  the  trailer  leasing
operations,  the Company  operated  in only one segment in the first  quarter of
2001,  which is the management of investment  programs and other  transportation
equipment  leasing.  The Company evaluates the performance of each segment based
on profit or loss from operations before allocating  general and  administrative
expenses, certain operation support costs and income taxes.

8.   Subsequent Events

In April 2001, the Company entered into a joint $15.0 million credit facility on
behalf of Acquisub LLC (ACQ),  a  wholly-owned  subsidiary  of the Company,  PLM
Equipment Growth Fund VI (EGF VI), PLM Equipment Growth and Income Fund VII (EGF
VII), and Professional  Lease Management Income Fund I (Fund I), each affiliated
investment  programs of the Company.  The facility provides interim financing of
up to 100% of the aggregate  book value of eligible  equipment as defined in the
credit  agreement.  The Company,  EGF VI, EGF VII, and Fund I,  collectively may
borrow up to $15.0 million under this  facility.  Outstanding  borrowings by one
borrower  reduce the amount  available to each of the other  borrowers under the
facility.  Individual  borrowings may be outstanding  for no more than 270 days,
with all advances due no later than April 12, 2002.  Interest  accrues at either
the prime rate or adjusted LIBOR plus 2.00 %, at the borrower's  option,  and is
set at the time of an advance of funds.  All  borrowings  are  guaranteed by the
Company.

On April 10, 2001, the Company  entered into an office lease  agreement with 120
Montgomery Associates,  LLC. for use as its principal office space. Annual lease
commitments  for this office total $0.1 million for the remainder of 2001,  $0.2
million in 2002, $0.2 million in 2003, and $0.1 million in 2004.


                                      -8-
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Management of Investment Programs

The Company syndicated  investment programs from which it earns various fees and
equity  interests.   Professional  Lease  Management  Income  Fund  I,  LLC  was
structured as a limited liability company with a no front-end fee structure. The
previously  syndicated limited partnership programs allow the Company to receive
fees for the  acquisition  and  initial  leasing  of the  equipment.  The Fund I
program does not provide for acquisition and lease negotiation fees. The Company
invested  the  equity  raised   through   syndication   for  these  programs  in
transportation  equipment and related assets,  which it manages on behalf of the
investors.  The  equipment  management  activities  for these  types of programs
generate  equipment  management fees for the Company over the life of a program.
The  limited  partnership  agreements  entitle the Company to receive a 1% or 5%
interest in the cash  distributions  and earnings of a  partnership,  subject to
certain  allocation  provisions.  The Fund I agreement entitles the Company to a
15%  interest  in the cash  distributions  and 1% of  earnings  of the  program,
subject  to certain  allocation  provisions  per the  operating  agreement.  The
Company's  interest in the earnings and distributions of Fund I will increase to
25% after the investors  have  received  distributions  equal to their  original
invested capital.

In 1996, the Company announced the suspension of public syndication of equipment
leasing  programs  with  the  close  of Fund I. As a  result  of this  decision,
revenues  earned  from  managed   programs,   which  include   management  fees,
partnership interests and other fees, and acquisition and lease negotiation fees
will be reduced in the future as the older  programs  liquidate  and the managed
equipment portfolio for these programs becomes permanently reduced.

In  accordance  with  certain  limited  partnerships'  agreements,  four limited
partnerships have entered their liquidation phases and the Company has commenced
an  orderly  liquidation  of  the  partnerships'  assets.  Two  of  the  limited
partnerships, PLM Equipment Growth Fund III and PLM Equipment Growth Fund IV are
expected to be liquidated by the end of 2001.  Two of the limited  partnerships,
PLM  Equipment  Growth Fund and PLM Equipment  Growth Fund II will  terminate on
December 31, 2006, unless  terminated  earlier upon the sale of all equipment or
by certain other events.

The Company will  occasionally  own  transportation  equipment  prior to sale to
affiliated programs. During this period, the Company earns lease revenue and may
incur interest expense.

Trailer Leasing

The Company operated 22 trailer rental  facilities doing business as PLM Trailer
Leasing that engaged in short-term and mid-term  operating  leases.  Nineteen of
these facilities leased  predominantly  refrigerated  trailers used to transport
temperature-sensitive commodities,  consisting primarily of food products. Three
facilities leased only dry van (non-refrigerated) trailers.

On May 24,  2000,  the Company  signed an asset  purchase  agreement to sell its
refrigerated  and dry trailer assets and related  liabilities.  PLM shareholders
approved the transaction on August 25, 2000. The sale was completed on September
30, 2000. The Company received $69.2 million,  net of transaction costs, for its
4,250  trailers  and the  purchaser  assumed  $49.2  million  in debt and  other
liabilities,  including  the  operation  of most of the  PLM  Trailer  Leasing's
trailer  yards  located  throughout  the United  States.  The Company  paid $5.0
million of income tax related to the trailer sale in the first quarter of 2001.

Accordingly,  the Company's  trailer  leasing is accounted for as a discontinued
operation.


                                      -9-
<PAGE>
Commercial and Industrial Equipment Leasing and Financing

The Company  funded and  managed  long-term  direct  finance  leases,  operating
leases,  and loans through its American  Finance Group,  Inc. (AFG)  subsidiary.
Master lease  agreements were entered into with  predominately  investment-grade
lessees and served as the basis for marketing  efforts.  The  underlying  assets
represented  a broad range of  commercial  and  industrial  equipment,  such as:
point-of-sale,  materials  handling,  computer  and  peripheral,  manufacturing,
general purpose plant and warehouse,  communications,  medical, and construction
and  mining  equipment.  Through  AFG,  the  Company  was  also  engaged  in the
management of institutional programs for which it originated leases and received
acquisition and management  fees. The Company also earned  syndication  fees for
arranging purchases and sales of equipment to other unaffiliated third parties.

In October 1999,  the Company  agreed to sell AFG, its commercial and industrial
equipment  leasing  subsidiary.  On February 25, 2000, the  shareholders  of PLM
International  approved the transaction.  The sale of AFG was completed on March
1, 2000. On that date,  the Company  received $29.0 million for AFG. The Company
received additional proceeds of $3.2 million, which were included in receivables
on  consolidated  balance sheet as of March 31, 2000,  in the second  quarter of
2000 related to the sale of AFG. Taxes and transaction costs related to the sale
were $3.9 million of which $0.7  million was paid in the first  quarter of 2000.
Net proceeds to the Company from the sale of AFG was $28.3 million. In addition,
AFG distributed to PLMI certain assets with a net book value of $2.7 million and
cash of $0.4 million immediately prior to the sale.

Accordingly,  the Company's  commercial  and industrial  leasing  operations are
accounted for as a discontinued operation.

Comparison of the Company's  Operating  Results for the Three Months Ended March
31, 2001 and 2000

The following analysis reviews the operating results of the Company:

Revenues

                                                     For the Three Months
                                                       Ended March 31,
                                                  2001                   2000
                                             -----------------------------------
                                                   (in thousands of dollars)
Operating lease income                        $     513             $       45
Management fees                                   1,536                  1,811
Partnership interests and other fees                563                    217
Acquisition and lease negotiation fees              185                     19
Other                                               299                    343
                                             -----------------------------------
  Total revenues                              $   3,096             $    2,435

The fluctuations in revenues for the three months ended March 31, 2001, compared
to the same quarter in 2000, are summarized and explained below.

Operating lease income by equipment type:

                                                     For the Three Months
                                                        Ended March 31,
                                                  2001                   2000
                                             -----------------------------------
                                                  (in thousands of dollars)

Lease income from assets held for sale        $     347             $       --
Other                                               166                     45
                                             -----------------------------------
  Total operating lease income                $     513             $       45



                                      -10-
<PAGE>
Operating  lease  income  includes  revenues  generated  from  assets  held  for
operating  leases and assets  held for sale that are on lease.  Operating  lease
income  increased  $0.5 million during the first quarter of 2001 compared to the
same quarter of 2000.

Lease income from assets held for sale  increased  $0.3 million during the first
quarter of 2001  compared to the same quarter of 2000.  The Company  earned $0.3
million in operating  lease income from the $10.3  million in marine  containers
that were held for sale for 78 days in the first  quarter of 2001.  These marine
containers  were sold to the  affiliated  programs at cost,  which  approximated
their  fair  market  value.  There were no assets  held for sale by the  Company
during the first quarter of 2000.

Other operating lease income  increased $0.1 million during the first quarter of
2001 compared to the same quarter of 2000 due to the increase in volume of other
assets on operating lease.

Management fees:

Management fees are, for the most part, based on the gross revenues generated by
equipment  under  management.  Management fees decreased $0.3 million during the
first  quarter of 2001  compared to the same  quarter of 2000.  The  decrease in
management  fees resulted from a net decrease in managed  equipment from the PLM
Equipment  Growth  Fund (EGF)  programs  and other  managed  programs.  With the
termination of syndication  activities in 1996,  management  fees from the older
programs are decreasing and are expected to continue to decrease as the programs
liquidate their equipment portfolios.

Partnership interests and other fees:

The Company  records as  revenues  its equity  interest  in the  earnings of the
Company's affiliated programs.  The partnership  interests and other fees in the
first   quarters  of  2001  and  2000  were  $0.6  million  and  $0.2   million,
respectively.  The increase of $0.4 million in net earnings from the  affiliated
entities in the first quarter of 2001 compared to the same quarter of 2000, is a
result  of  gains  from the  disposition  of  equipment  in  certain  of the EGF
programs.

Acquisition and lease negotiation fees:

During  the  quarter  ended  March 31,  2001,  the  Company on behalf of the EGF
programs, purchased transportation and other equipment for $8.0 million compared
to $2.6 million of  transportation  and other equipment during the quarter ended
March 31, 2000,  resulting in a $0.2 million  increase in acquisition  and lease
negotiation  fees. The Company has reached  certain fee  limitations for certain
affiliated programs per the partnerships'  agreements.  During the first quarter
of 2001, the Company did not take  acquisition  and lease  negotiation  fees for
$5.0 million of the equipment purchased for one of these programs.  In addition,
during the first quarter of 2000, the Company did not take acquisition and lease
negotiation fees for a $2.2 million hushkit purchased for an affiliated  program
as the investment  phase of this  affiliated  program is closed.  Because of the
Company's  decision to halt  syndication of equipment  leasing programs with the
close of Fund I in 1996,  because Fund I has a no front-end fee  structure,  and
because the Company has reached the maximum  allowable fees that may be taken in
some of the programs,  acquisition and lease  negotiation  fees will continue at
the current levels or be reduced in the future.

Costs and Expenses

                                                For the Three Months
                                                  Ended March 31,
                                               2001               2000
                                         -------------------------------------
                                              (in thousands of dollars)
Operations support                        $       254         $        586
Depreciation and amortization                     243                  157
General and administrative                      2,057                1,200
                                         -------------------------------------
  Total costs and expenses                $     2,554         $      1,943


                                      -11-
<PAGE>
Operations support:

Operations  support expense,  including salary and  office-related  expenses for
operational  activities  and provision  for doubtful  accounts,  decreased  $0.3
million  (57%) for the  quarter  ended March 31,  2001,  compared to the quarter
ended March 31, 2000. The decrease in operations  support  expense was primarily
due to a decrease in  compensation  and benefits  expense  resulting  from staff
reductions.

Depreciation and amortization:

Depreciation  and  amortization  expenses  increased  $0.1 million (55%) for the
quarter ended March 31, 2001,  compared to the quarter ended March 31, 2000. The
increase  resulted  from an  increase  in the  volume of other  assets  held for
operating lease.

General and administrative:

General and  administrative  expenses  increased  $0.9 million  (71%) during the
quarter  ended  March 31,  2001,  compared to the same  quarter in 2000.  A $0.5
million  increase,  net of allocations to the  investment  programs,  was due to
severance  costs  incurred  in the first  quarter of 2001  related  to  staffing
reductions. A $0.3 million increase was due to stock option expenses incurred in
the first  quarter of 2001.  Similar  expenses  were not  incurred  in the first
quarter of 2000.

Other Income and Expenses

                                             For the Three Months
                                               Ended March 31,
                                             2001           2000
                                        ------------------------------
                                          (in thousands of dollars)
       Interest expense                 $    (1)       $   (431)
       Interest income                       95             203

Interest expense:

Interest  expense  decreased  $0.4 million (100%) during the quarter ended March
31, 2001 compared to the same quarter in 2000, due to the Company's repayment of
the senior secured notes in 2000.

Interest income:

Interest income  decreased $0.1 million (53%) during the quarter ended March 31,
2001  compared to the same  quarter of 2000,  as a result of lower  average cash
balances during the quarter ended March 31, 2001 compared to the same quarter of
2000.

Provision for income taxes:

For the three months ended March 31, 2001, the provision for income tax was $0.3
million, representing an effective rate of 40%. For the three months ended March
31, 2000,  the  provision  for income taxes was $0.1  million,  representing  an
effective  rate of 38%. The increase in effective rate of 2% was due to a change
in state apportionment factors that increased the effective state tax rate.

Net Loss from Discontinued Operations

On May 24,  2000,  the Company  signed an asset  purchase  agreement to sell its
refrigerated  and dry trailer assets and related  liabilities.  PLM shareholders
approved the transaction on August 25, 2000. The sale was completed on September
30, 2000.

In October  1999,  the  Company  agreed to sell its  commercial  and  industrial
equipment  subsidiary,  American  Finance Group,  Inc. On February 25, 2000, the
shareholders  of PLM  International  approved  the  transaction.  The  sale  was
completed on March 1, 2000.


                                      -12-
<PAGE>
Accordingly, the Company's trailer leasing and commercial and industrial leasing
operations  are  accounted  for  as  discontinued  operations.   Net  loss  from
discontinued operations for 2000 are as follows (in thousands of dollars):
<TABLE>
<CAPTION>
                                                                      2000
                                                       ---------------------------------
                                                       Trailer
                                                       Leasing        AFG        Total
                                                       --------     --------    --------
<S>                                                    <C>          <C>         <C>
Revenues
Operating lease income                                 $  7,245     $  1,841    $  9,086
Finance lease income                                       --          1,650       1,650
Management fees                                             173          100         273
Partnership interests                                        64         --            64
Gain (loss) on disposition of assets, net                   (13)          40          27
Other                                                         3          445         448
                                                       --------     --------    --------
  Total revenues                                          7,472        4,076      11,548
                                                       --------     --------    --------
Costs and expenses
Operations support                                        3,687          720       4,407
Depreciation and amortization                             2,365        1,505       3,870
General and administrative expenses                         386         --           386
                                                       --------     --------    --------
  Total costs and expenses                                6,438        2,225       8,663
                                                       --------     --------    --------
Operating income                                          1,034        1,851       2,885
Interest expense, net                                    (1,089)      (1,607)     (2,696)
                                                       --------     --------    --------
Net income (loss) from discontinued operations
  before income taxes                                       (55)         244         189
(Benefit from) provision for income tax                     (21)          93          72
Net income previously accrued as a component
  of loss on a discontinued operation                      --           (200)       (200)
                                                       --------     --------    --------
Net loss from discontinued operations                  $    (34)    $    (49)   $    (83)
                                                       ========     ========    ========
</TABLE>

During the first quarter of 2000,  $0.6 million of after-tax loss on disposal of
discontinued  operations  was  recorded  against the  provision  established  at
December 31, 2000 and is not included in the above table.

Net Income

As a result of the  foregoing,  for the three months  ended March 31, 2001,  net
income  was  $0.4  million   resulting   in  basic  and  diluted   earnings  per
weighted-average  common share  outstanding of $0.05. For the three months ended
March 31,  2000,  net income was $0.1  million  resulting  in basic and  diluted
earnings per weighted-average common share outstanding of $0.01.

Liquidity and Capital Resources

Cash  requirements  have  historically  been  satisfied  through  cash flow from
operations,  borrowings,  the  sale  of  equipment,  and the  sale  of  business
segments.

During the three months ended March 31, 2001, accounts receivable decreased $0.2
million.  A $0.1 million  decrease in  receivables  resulted from the payment of
receivables  from the  insurance  company  in the Koch  matter.  A $0.1  million
decrease in accounts  receivable  resulting from the payment of receivables from
lease revenues earned from containers held for sale.

As of December 31, 2000, the Company had $10.3 million in marine containers that
were  reported as assets held for sale.  During the first  quarter of 2001,  the
Company sold these  marine  containers  to  affiliated  programs at cost,  which
approximated  their fair market value.  As of March 31, 2001, the Company had no
assets held for sale.


                                      -13-
<PAGE>
During the three months ended March 31, 2001,  restricted  cash  decreased  $2.5
million.  The  Company's  agreement to be purchased by MILPI  Acquisition  Corp.
required the Company to place $1.7 million into an escrow account as of December
31, 2000.  Concurrent with the conclusion of the tender offer,  the $1.7 million
in restricted  cash held in an escrow account was released to the Company in the
first  quarter of 2001.  Restricted  cash as of December 31, 2000 also  included
$0.8  million  provided  for  the  Company's   obligations  under  the  deferred
compensation  agreements.  These  deferred  compensation  obligations  were paid
during the first quarter of 2001.

During the three  months  ended March 31,  2001,  other  assets  decreased  $0.7
million. A $0.3 million decrease was due to a reduction of prepaid insurance and
prepaid rent. A $0.3 million decrease was due to a decrease in net book value of
other assets.

During the three  months  ended  March 31,  2001,  accounts  payable and accrued
expenses  decreased $8.4 million. A $5.0 million of this decrease was the result
of federal and state  income tax payments  made in the first  quarter of 2001. A
$3.4  million  decrease  in accrued  compensation  was due to the payment of all
amounts  outstanding  under the  Company's  deferred  compensation  plan and the
reduction in staff.

Liquidity  for the  remainder  of 2001 and beyond will depend,  in part,  on the
management of existing  sponsored  programs,  the  effectiveness of cost control
programs,  and the  purchase  and sale of  equipment.  Management  believes  the
Company can accomplish the preceding and that it will have sufficient  liquidity
and capital  resources  for the future.  Future  liquidity is  influenced by the
factors summarized below.

Debt financing:

Warehouse Credit Facility: In April 2001, the Company entered into a joint $15.0
million  credit  facility  on behalf  of  Acquisub  LLC  (ACQ),  a  wholly-owned
subsidiary of the Company,  PLM Equipment Growth Fund VI (EGF VI), PLM Equipment
Growth and Income Fund VII (EGF VII), and Professional  Lease Management  Income
Fund I (Fund  I),  each  affiliated  investment  programs  of the  Company.  The
facility provides interim financing of up to 100% of the aggregate book value of
eligible equipment as defined in the credit agreement.  The Company, EGF VI, EGF
VII,  and Fund I,  collectively  may  borrow  up to  $15.0  million  under  this
facility.  Outstanding borrowings by one borrower reduce the amount available to
each of the other  borrowers  under the facility.  Individual  borrowings may be
outstanding for no more than 270 days, with all advances due no later than April
12, 2002.  Interest accrues at either the prime rate or adjusted LIBOR plus 2.00
%, at the borrower's  option, and is set at the time of an advance of funds. All
borrowings are guaranteed by the Company.

Cost Control Program

The Company is currently  reviewing  all expenses.  As part of this review,  the
Company has determined  certain  functions can be completed more economically by
third-party service providers. Total Company headcount is expected to be reduced
from 47 as of March 31,  2001 to 20 by June 30,  2001.  In the first  quarter of
2001,  the  Company  took a  charge  of $0.5  million  related  to  these  staff
reductions.

Forward-looking information:

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

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

None.


                                      -14-
<PAGE>
                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

See Note 6 to the consolidated financial statements.

Item 6.  Exhibits and Reports on Form 8-K

(A)    Exhibits

10.1   Warehousing Credit Agreement among PLM International, Inc., PLM Equipment
       Growth Fund VI, PLM  Equipment  Growth and Income Fund VII,  Professional
       Lease Management  Income Fund I, LLC., and Imperial Bank and PFF Bank and
       Trust dated April 13, 2001.

10.2   Office Lease  Agreement  between 120 Montgomery  Associates,  LLC and PLM
       Financial Services Inc. dated April 10, 2001.


                                      -15-
<PAGE>

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 INTERNATIONAL, INC.


                                                         -----------------------
                                                         Richard K Brock
                                                         Chief Financial Officer

      Date: May 7, 2001


                                      -16-
<PAGE>
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 INTERNATIONAL, INC.



                                            /s/ Richard K Brock
                                            ------------------------------------
                                            Richard K Brock
                                            Chief Financial Officer

       Date: May 7, 2001







                                      -17-