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 September 30, 2000

                                       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 November 9, 2000 - 7,448,510 shares.



                             PLM INTERNATIONAL, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
               (in thousands of dollars, except per share amounts)
<TABLE>
<CAPTION>

                                                                          For the Three Months               For the Nine Months
                                                                           Ended September 30,               Ended September 30,
                                                                          2000          1999               2000              1999
                                                                        ------------------------------------------------------------

<S>                                                                     <C>             <C>               <C>             <C>
     REVENUES
     Operating lease income                                             $     792       $     275         $   1,101       $     888
     Management fees                                                        1,656           1,739             5,205           5,570
     Partnership interests and other fees                                   1,500             263             1,688             579
     Acquisition and lease negotiation fees                                   385              --               538           1,079
     Other                                                                    130             337               665           1,025
                                                                        ------------------------------------------------------------
       Total revenues                                                       4,463           2,614             9,197           9,141
                                                                        ------------------------------------------------------------

     COSTS AND EXPENSES
     Operations support                                                       679             756             1,850           2,189
     Depreciation and amortization                                            247             119               643             359
     General and administrative                                             1,967             780             4,391           3,224
                                                                        ------------------------------------------------------------
       Total costs and expenses                                             2,893           1,655             6,884           5,772
                                                                        ------------------------------------------------------------

     Operating income                                                       1,570             959             2,313           3,369

     Interest expense                                                        (554)           (521)           (1,424)         (1,772)
     Interest income                                                          266              59               869             252
     Other income (expenses), net                                            (175)            701              (177)            577
                                                                        ------------------------------------------------------------

       Income before income taxes                                           1,107           1,198             1,581           2,426

     Provision for income taxes                                               419             468               595             959
                                                                        ------------------------------------------------------------

       Income from continuing operations, net of income tax                   688             730               986           1,467

     Income (loss) from discontinued operations, net of income tax           (509)            647              (164)            941
     Gain on disposition of discontinued operations, net of income tax      4,785              --             4,785              --
                                                                        ------------------------------------------------------------

       Net income before cumulative effect of accounting change             4,964           1,377             5,607           2,408

     Cumulative effect of accounting change, net of income taxes               --              --                --            (250)
                                                                        ------------------------------------------------------------

          Net income to common shares                                   $   4,964       $   1,377         $   5,607       $   2,158
                                                                        ============================================================

     Basic earnings per weighted-average common share
       outstanding
           Income from continuing operations                            $    0.09       $    0.09         $    0.13       $    0.18
           Income (loss) from discontinued operations                       (0.06)           0.08             (0.02)           0.12
           Gain on disposition of discontinued operations                    0.64              --              0.63              --
           Cumulative effect of accounting change                              --              --                --           (0.03)
                                                                        ------------------------------------------------------------
         Net income to common shares                                    $    0.67       $    0.17         $    0.74       $    0.27
                                                                        ============================================================

     Diluted earnings per weighted-average common share
       outstanding
           Income from continuing operations                            $    0.09       $    0.09         $    0.13       $    0.18
           Income (loss) from discontinued operations                       (0.07)           0.08             (0.02)           0.11
           Gain on disposition of discontinued operations                    0.64              --              0.63              --
           Cumulative effect of accounting change                              --              --                --           (0.03)
                                                                        ------------------------------------------------------------
         Net income to common shares                                    $    0.66       $    0.17         $    0.74       $    0.26
                                                                        ============================================================
</TABLE>

       See accompanying notes to these consolidated financial statements.


                             PLM INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
                 (in thousands of dollars, except share amounts)


<TABLE>
<CAPTION>

                                                                ASSETS
                                                                                               September 30,        December 31,
                                                                                                   2000                 1999
                                                                                            --------------------------------------

<S>                                                                                          <C>              <C>
  Cash and cash equivalents                                                                  $    68,356      $           2,089
  Receivables (net of allowance for doubtful accounts of $0.3 million as of
    September 30, 2000 and December 31, 1999)                                                      2,228                  2,504
  Receivables from affiliates                                                                      1,603                  2,962
  Net assets of discontinued operations                                                               --                 51,984
  Equity interest in affiliates                                                                   17,355                 18,145
  Restricted cash and cash equivalents                                                             2,957                  1,766
  Other assets, net                                                                                4,479                  5,275
                                                                                             -------------------------------------
      Total assets                                                                           $    96,978      $          84,725
                                                                                             =====================================


                                                 LIABILITIES AND SHAREHOLDERS' EQUITY

  Liabilities
  Senior secured notes                                                                       $    15,039      $          20,679
  Payables and other liabilities                                                                  22,527                  6,007
  Deferred income taxes                                                                            6,661                  8,626
                                                                                             -------------------------------------
    Total liabilities                                                                             44,227                 35,312

  Shareholders' equity
  Preferred stock ($0.01 par value, 10.0 million shares
    authorized, none outstanding as of September 30, 2000 and December 31, 1999)                      --                     --
  Common stock ($0.01 par value, 50.0 million shares
    authorized, and 7,448,510 and 7,675,410 shares issued and outstanding
    as of September 30, 2000 and December 31, 1999, respectively)                                    112                    112
  Paid-in capital, in excess of par                                                               74,812                 75,059
  Treasury stock (4,587,245 and 4,360,345 shares as of September 30, 2000 and
    December 31, 1999, respectively)                                                             (20,346)               (18,324)
  Accumulated deficit                                                                             (1,827)                (7,434)
                                                                                             -------------------------------------
    Total shareholders' equity                                                                    52,751                 49,413
                                                                                             -------------------------------------
      Total liabilities and shareholders' equity                                             $    96,978      $          84,725
                                                                                             =====================================
</TABLE>



       See accompanying notes to these consolidated financial statements.


                             PLM INTERNATIONAL, INC.
          CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY AND
                              COMPREHENSIVE INCOME
                    For the Year Ended December 31, 1999 and
                    the Nine Months Ended September 30, 2000
                            (in thousands of dollars)


<TABLE>
<CAPTION>

                                                                                     Accumulated
                                                    Common Stock                     Deficit &
                                     -------------------------------------------
                                                    Paid-in                          Accumulated
                                                   Capital in                           Other            Total
                                         At         Excess             Treasury     Comprehensive    Shareholders'
                                         Par        of Par              Stock          Income            Equity
                                     -----------------------------------------------------------------------------------

<S>                                      <C>        <C>              <C>           <C>            <C>
  Balances, December 31, 1998            $ 112      $  74,947        $ (15,072)    $   (9,790)    $    50,197
Comprehensive income:
  Net income                                                                            2,356           2,356
Exercise of stock options                                  11              591                            602
Common stock purchases                                                  (3,951)                        (3,951)
Reissuance of treasury stock                              101              108                            209
                                         ---------------------------------------------------------------------------
  Balances, December 31, 1999              112         75,059          (18,324)        (7,434)         49,413

Comprehensive income:
  Net income                                                                            5,607           5,607
Exercise of stock options                                (247 )            566                            319
Common stock purchases                                                  (2,588)                        (2,588)
                                         ---------------------------------------------------------------------------
  Balances, September 30, 2000           $ 112      $  74,812        $ (20,346)    $   (1,827)    $    52,751
                                         ===========================================================================

</TABLE>



       See accompanying notes to these consolidated financial statements.




                             PLM INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (in thousands of dollars)
<TABLE>
<CAPTION>
                                                                                                       For the Nine Months
                                                                                                       Ended September 30,
                                                                                                    2000               1999
                                                                                                --------------------------------

<S>                                                                                             <C>                  <C>
  OPERATING ACTIVITIES
  Net income from continuing operations                                                         $        986         $    2,849
  Adjustments to reconcile net income from continuing operations to net cash
    provided by operating activities:
      Depreciation and amortization                                                                      643                359
      Deferred income tax                                                                             (3,441)            (5,470)
      Gain on disposition of discontinued operations, net of income tax                               (4,785)                --
      Increase (decrease) in payables and other liabilities                                           16,679             (1,046)
      Decrease (increase) in receivables and receivables from affiliates                               2,619                (59)
      Amortization of goodwill related to the investment programs                                        672              2,119
      Decrease (increase) in other assets                                                              2,230               (524)
                                                                                                -----------------------------------
         Cash provided by (used in) operating activities of continuing operations                     15,603             (1,772)
         Cash provided by operating activities of discontinued operations                             14,247             17,349
         Cumulative effect of accounting change                                                           --                250
                                                                                                -----------------------------------
        Net cash provided by operating activities                                                     29,850             15,827
                                                                                                -----------------------------------

  INVESTING ACTIVITIES
  Cash received from affiliated entities in excess of equity income                                      118                726
  Principal payments received on finance leases                                                          279                211
  Purchase of equipment held for sale                                                                (14,000)           (21,805)
  Proceeds from sale of subsidiary, net of transaction costs                                          98,117                 --
  Proceeds from the sale of assets held for sale                                                      14,000             13,801
  Increase (decrease) in restricted cash and restricted cash equivalents                              (1,191)               602
  Investing activities of discontinued operations                                                      6,813            (23,883)
                                                                                                -----------------------------------
        Net cash provided by (used in) investing activities                                          104,136            (30,348)
                                                                                                -----------------------------------

  FINANCING ACTIVITIES
  Borrowings of short-term warehouse credit facility                                                  10,200                 --
  Repayment of short-term warehouse credit facility                                                  (10,200)                --
  Repayment of senior secured notes                                                                   (5,640)            (5,640)
  Repayment of senior secured loan                                                                        --               (625)
  Reissuance of treasury stock, net                                                                       --                 42
  Proceeds from exercise of stock options                                                                 30                579
  Purchase of stock                                                                                   (2,588)            (2,149)
  Net financing activities of discontinued operations                                                (59,521)            15,843
                                                                                                -----------------------------------
        Net cash used in financing activities                                                        (67,719)             8,050
                                                                                                -----------------------------------

  Net increase (decrease) in cash and cash equivalents                                                66,267             (6,471)
  Cash and cash equivalents at beginning of period                                                     2,089              8,786
                                                                                                -----------------------------------
  Cash and cash equivalents at end of period                                                    $     68,356         $    2,315
                                                                                                ===================================

  Supplemental information
  Net cash paid for interest from continuing operations                                         $      1,456         $    3,840
                                                                                                ===================================
  Net cash paid for interest from discontinued operations                                       $      4,879         $    7,937
                                                                                                ===================================
                                                                                                ===================================
  Net cash paid for income taxes                                                                $        351         $      212
                                                                                                ===================================
</TABLE>





       See accompanying notes to these consolidated financial statements.



                             PLM INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
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 September 30,
2000 and December 31, 1999,  statements  of income for the three and nine months
ended September 30, 2000 and 1999, statements of changes in shareholders' equity
and  comprehensive  income for the year  ended  December  31,  1999 and the nine
months ended  September  30,  2000,  and  statements  of cash flows for the nine
months  ended  September  30,  2000  and  1999.  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 for the year ended
December 31, 1999, on file with the Securities and Exchange Commission.

The Company  has  retained an  investment  banking  firm to find a buyer for the
Company and is actively pursuing this goal.

2.  RECLASSIFICATIONS

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

3.  DISCONTINUED OPERATIONS

Net income (loss) from  discontinued  operations of trailer leasing and American
Finance  Group (AFG) for the three and nine months ended  September 30, 2000 and
1999 are as follows (in thousands of dollars):
<TABLE>
<CAPTION>

                                               For the three months ended             For the three months ended
                                                   September 30, 2000                     September 30, 1999
                                           ------------------------------------ ------------------------------------
                                            Trailer                              Trailer
                                            Leasing       AFG        Total       Leasing       AFG        Total
                                           ----------------------------------   ------------------------------------

<S>                                        <C>        <C>         <C>           <C>         <C>       <C>
Revenues                                   $   9,446  $       --  $    9,446    $   7,277   $   6,253 $    13,530
Costs and expenses                            (9,265)         --      (9,265)      (5,960)     (3,444)     (9,404)
                                           ------------------------------------ ------------------------------------
Operating income                                 181          --         181        1,317       2,809       4,126
Interest expense                              (1,005)         --      (1,005)        (902)     (2,319)     (3,221)
Interest and other income (expense)               (4)         --          (4)          --         144         144
                                           ------------------------------------ ------------------------------------
Net income (loss) from discontinued
operations
  before income taxes                           (828)         --        (828)         415         634       1,049
(Benefit from) provision for income tax         (319)         --        (319)         162         240         402
                                           ------------------------------------ ------------------------------------
Net income (loss) from discontinued        $    (509) $       --  $     (509)   $     253   $     394 $       647
operations
                                           ==================================== ====================================

Gain on disposition of discontinued
operations,
  net of income tax                        $   4,785  $       --  $    4,785    $      --   $      -- $        --
                                           ==================================== ====================================

                                               For the nine months ended              For the nine months ended
                                                   September 30, 2000                     September 30, 1999
                                           ------------------------------------ ------------------------------------
                                            Trailer                              Trailer
                                            Leasing       AFG        Total       Leasing       AFG        Total
                                           ----------------------------------   ------------------------------------

Revenues                                   $  24,869  $    4,076  $   28,945    $  16,343   $  19,672 $    36,015
Costs and expenses                           (21,811)     (2,917)    (24,728)     (14,673)     (9,807)    (24,480)
                                           ------------------------------------ ------------------------------------
Operating income                               3,058       1,159       4,217        1,670       9,865      11,535
Interest expense                              (3,148)     (1,750)     (4,898)      (2,090)     (7,387)     (9,477)
Interest and other income (expense)               (4)         95          91           --        (547)       (547)
                                           ------------------------------------ ------------------------------------
Net income (loss) from discontinued
operations
  before income taxes                            (94)       (496)       (590)        (420)      1,931       1,511
(Benefit from) provision for  income tax         (37)       (189)       (226)        (163)        733         570
Net income previously accrued as a
component
  of loss on a discontinued operation             --         200         200           --          --          --
                                           ------------------------------------ ------------------------------------
Net income (loss) from discontinued        $     (57) $     (107) $     (164)   $    (257)  $   1,198 $       941
operations
                                           ==================================== ====================================

Gain on disposition of discontinued
operations,
  net of income tax                        $   4,785  $       --  $    4,785    $      --   $      -- $        --
                                           ==================================== ====================================
</TABLE>


                             PLM INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000

3.  DISCONTINUED OPERATIONS (CONTINUED)

During the first quarter of 2000,  $0.6 million of after-tax loss on disposal of
a  discontinued  operation  was recorded  against the provision  established  at
December 31, 1999 and is not included in the above table.

TRAILER LEASING:

On May 24, 2000, PLM International, Inc. and Marubeni America Corporation signed
an asset purchase  agreement to sell the refrigerated and dry trailer assets and
related liabilities of PLM International,  Inc. to Marubeni America Corporation.
PLM shareholders approved the transaction on August 25, 2000.

At the closing of the sale on September 30, 2000,  Marubeni America  Corporation
paid  $67.5  million in cash to PLM  International  for its 4,250  trailers  and
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. In addition,  $1.5 million was placed into an escrow account.  This cash
will be  released  to the  Company  after  it  receives  certain  tax  clearance
certificates. This is expected to occur in the fourth quarter of 2000. This $1.5
million is included in restricted  cash on the  September 30, 2000  consolidated
balance sheet.  The Company  expects to receive an additional  $0.2 million from
Marubeni  America  Corporation in the fourth quarter of 2000 related to the sale
of the trailer  assets.  This amount is included in receivables on the September
30, 2000 consolidated balance sheet. The Company will pay $4.8 million of income
tax  related to the  trailer  sale in the  fourth  quarter of 2000 and the first
quarter of 2001.

EQUIPMENT:

Trailer  equipment held for operating lease prior to the sale was depreciated on
the straight-line method down to the equipment's estimated salvage value.

During the nine months ended September 30, 2000,  prior to the sale, the Company
purchased  trailers for $25.6 million and sold trailers with a net book value of
$0.4 million for $0.4 million.  The Company sold all the trailer assets owned as
of September 30, 2000 to Marubeni America Corporation.

DEBT:

SENIOR SECURED LOAN: The Company had a senior loan with a syndicate of insurance
companies that had an  outstanding  balance of $5.9 million prior to the trailer
sale.  This facility was repaid by the Company on September 30, 2000  concurrent
with the sale of the trailer assets of the Company.  The Company incurred a $0.1
million penalty to have this facility repaid which has been expensed.

OTHER SECURED DEBT:  The Company had eight debt  agreements  and a $15.0 million
credit loan agreement that had  outstanding  balances of $33.3 million and $14.5
million, respectively,  prior to the trailer sale. These agreements were assumed
by Marubeni  America  Corporation on September 30, 2000 concurrent with the sale
of the trailer assets of the Company.

AMERICAN FINANCE GROUP, INC.:

In October 1999,  the Company  agreed to sell AFG, its commercial and industrial
equipment leasing subsidiary for approximately $28.3 million, net of transaction
costs  and  income  taxes.  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. In July 2000,
the Company  received  additional sales proceeds of $2.3 million for the sale of
AFG.  The Company  received  additional  proceeds of $0.9  million in the fourth
quarter of 2000 which was included in  receivables on the  consolidated  balance
sheet on September  30, 2000 related to the sale of AFG. The amount was disputed
by the purchaser of AFG and was submitted to arbitration.  The Company prevailed
in arbitration. Taxes and transaction costs related to the sale are estimated to
be $3.9 million resulting in


                             PLM INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000

3.   DISCONTINUED OPERATIONS (CONTINUED)

estimated  net  proceeds  to the  Company of $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 trailer leasing and commercial and industrial leasing
operations are accounted for as  discontinued  operations and prior periods have
been restated.  For business  segment  reporting  purposes,  trailer  leasing is
reported in the  segment  "Trailer  Leasing"  and AFG is reported in the segment
"Commercial and industrial equipment leasing and financing".  Costs and expenses
included in  discontinued  operations  includes  all direct  expenses of trailer
leasing and AFG,  and  allocated  costs from PLMI that will be  eliminated  as a
result of the sale.

4.   DEBT

The Company had a $9.5  million  warehouse  facility,  which was shared with PLM
Equipment  Growth Fund VI (Fund VI), PLM Equipment Growth & Income Fund VII, and
Professional  Lease  Management  Income Fund I, LLC, that allowed the Company to
purchase  equipment prior to its  designation to a specific  program or prior to
obtaining  permanent  financing.  Borrowings  under this  facility  by the other
eligible  borrowers  reduced the amount available to be borrowed by the Company.
All borrowings under this facility were guaranteed by the Company. This facility
expired on September 30, 2000. The Company is currently  negotiating  with a new
lender for a $15.0 million  warehouse  facility with similar terms.  The Company
believes this facility will be completed in the fourth quarter of 2000.

During the first nine  months of 2000,  the Company  repaid $5.6  million of the
senior secured notes in accordance with the debt repayment schedules.

5.   SHAREHOLDERS' EQUITY

During the nine months ended  September 30, 2000, the Company  purchased  98,246
shares of the Company's common stock for $0.7 million,  which completed the $5.0
million common stock  repurchase  program  authorized by the Company's  Board of
Directors in December 1998. The Company purchased 828,325 shares under this plan
for a total of $5.0 million.

In May 2000, the Company's Board of Directors'  authorized the purchase of up to
$10.0  million of the  Company's  common  stock.  During the nine  months  ended
September 30, 2000, the Company purchased 261,654 shares of the Company's common
stock for $1.9 million, under the $10.0 million common stock repurchase program.

During the nine months ended September 30, 2000,  133,000 shares were issued for
the exercise of stock options. As a result of the stock repurchases and exercise
of stock options, the total common shares outstanding  decreased to 7,448,510 as
of September 30, 2000 from the 7,675,410 outstanding as of December 31, 1999.




                             PLM INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
5.   SHAREHOLDERS' EQUITY (CONTINUED)

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   September  30,  2000  and  1999  was  7,429,271  and  8,061,551,
respectively.  The weighted-average  number of shares deemed outstanding for the
basic earnings per share calculation  during the nine months ended September 30,
2000 and 1999 was 7,592,002 and 8,097,489,  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  September 30, 2000 and 1999 was 7,473,131 and 8,137,547,
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 nine months ended September 30,
2000 and 1999 was 7,647,567 and 8,204,268, respectively.

On September 29, 2000,  the Company  announced  that its Board of Director's had
approved  a plan  of  partial  liquidation  and  authorized  a $5.00  per  share
distribution to shareholders from the proceeds of the trailer sale. This payment
was made on November 3, 2000 to shareholders of record as of October 22, 2000.


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).

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.

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.




                             PLM INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000

6.   LEGAL MATTERS (CONTINUED)

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 unit holders 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  disapproval of the proposed amendments to the partnership  agreements
by less than 50% of the limited partners in one or more of Funds V, VI, and VII,
judicial approval of the proposed amendments and final approval of the equitable
settlement by the court following a final fairness hearing.

A final  fairness  hearing has been scheduled for November 29, 2000. 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.



                             PLM INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
7.   OPERATING SEGMENTS

The Company operates or 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  transportation
equipment.  The Company sold its trailer  assets on September 30, 2000, and sold
its  commercial and industrial  equipment  leasing  subsidiary on March 1, 2000.
Accordingly,  these segments are accounted for as discontinued  operations.  The
Company  evaluates the  performance of each segment based on profit or loss from
operations  before  allocating  income  taxes.  The following  tables  present a
summary of the operating segments (in thousands of dollars):
<TABLE>
<CAPTION>

                                                                   Management
                                                                 of Investment
                                                                    Programs
                                                                   and Other
                                                                Transporatation
                                                    Trailer        Equipment
For the three months ended September 30, 2000       Leasing         Leasing         Other(1)       Total
                                                -------------------------------------------------------------

<S>                                              <C>           <C>               <C>          <C>
REVENUES
Lease income                                     $         --  $           792   $        --  $        792
Fees earned                                                --            3,541            --         3,541
Other                                                      --              130            --           130
                                                -------------------------------------------------------------
  Total revenues                                           --            4,463            --         4,463
                                                -------------------------------------------------------------
COSTS AND EXPENSES
Operations support                                         --              378           301           679
Depreciation and amortization                              --              247            --           247
General and administrative expenses                        --               --         1,967         1,967
                                                -------------------------------------------------------------
  Total costs and expenses                                 --              625         2,268         2,893
                                                -------------------------------------------------------------
Operating income (loss)                                    --            3,838        (2,268)        1,570
Interest income (expense), net                             --             (591)          303          (288)
Other income (expense), net                                --              (27)         (148)         (175)
                                                -------------------------------------------------------------
  Income (loss) before income taxes              $         --  $         3,220   $    (2,113) $      1,107
                                                =============================================================

Loss from discontinued operations, net of        $       (509) $                 $        --  $       (509)
income tax                                                                  --
                                                =============================================================

Gain on disposition of discontinued operations,
net of
  income tax                                     $      4,785  $            --   $        --  $         --
                                                =============================================================

Total assets as of September 30, 2000            $         --  $        22,422   $    74,556  $     96,978
                                                =============================================================

________________________
(1) Includes certain other revenue,  interest income, and costs not identifiable
to a particular segment such as general and  administrative,  certain operations
support expenses, and certain other income.
</TABLE>


                             PLM INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000

7.   OPERATING SEGMENTS (CONTINUED)
<TABLE>
<CAPTION>

                                                                  Commercial        Management
                                                                     and           of Investment
                                                                  Industrial         Programs
                                                                  Equipment          and Other
                                                                   Leasing        Transportation
                                                    Trailer          and             Equipment
For the three months ended September 30, 1999       Leasing       Financing           Leasing         Other(1)        Total
                                                ------------------------------------------------------------------------------

<S>                                              <C>           <C>               <C>               <C>          <C>
REVENUES
Lease income                                     $         --  $            --   $           275   $        --  $       275
Fees earned                                                --               --             2,002            --        2,002
Other                                                      --               --               333             4          337
                                                ------------------------------------------------------------------------------
  Total revenues                                           --               --             2,610             4        2,614
                                                ------------------------------------------------------------------------------
COSTS AND EXPENSES
Operations support                                         --               --               691            65          756
Depreciation and amortization                              --               --               119            --          119
General and administrative expenses                        --               --                --           780          780
                                                ------------------------------------------------------------------------------
  Total costs and expenses                                 --               --               810           845        1,655
                                                ------------------------------------------------------------------------------
Operating income (loss)                                    --               --             1,800          (841)         959
Interest expense, net                                      --               --              (463)            1         (462)
Other income (expenses), net                               --               --               700             1          701
                                                ------------------------------------------------------------------------------
  Income (loss) before income taxes              $         --  $            --   $         2,037   $      (839) $     1,198
                                                ==============================================================================

Income from discontinued operations, net of      $        253  $           394   $            --   $        --  $       647
income tax
                                                ==============================================================================

Total assets as of September 30, 1999            $     16,372  $        25,140   $        35,084   $     6,812  $    83,408
                                                ==============================================================================


                                                                  Commercial         Management
                                                                     and           of Investment
                                                                  Industrial         Programs
                                                                  Equipment          and Other
                                                                   Leasing         Transportation
                                                    Trailer          and             Equipment
For the nine months ended September 30, 2000        Leasing       Financing           Leasing         Other(1)       Total
                                                ------------------------------------------------------------------------------
REVENUES
Lease income                                     $         --  $            --   $         1,101   $        --  $      1,101
Fees earned                                                --               --             7,431            --         7,431
Other                                                      --               --               665            --           665
                                                ------------------------------------------------------------------------------
  Total revenues                                           --               --             9,197            --         9,197
                                                ------------------------------------------------------------------------------
COSTS AND EXPENSES
Operations support                                         --               --               806         1,044         1,850
Depreciation and amortization                              --               --               643            --           643
General and administrative expenses                        --               --                --         4,391         4,391
                                                ------------------------------------------------------------------------------
  Total costs and expenses                                 --               --             1,449         5,435         6,884
                                                ------------------------------------------------------------------------------
Operating income (loss)                                    --               --             7,748        (5,435)        2,313
Interest income (expense), net                             --               --            (1,424)          869          (555)
Other income (expense), net                                --               --               (29)         (148)         (177)
                                                ------------------------------------------------------------------------------
  Income (loss) before income taxes              $         --  $            --   $         6,295   $    (4,714) $      1,581
                                                ==============================================================================

Income (loss) from discontinued operations, net
of income tax                                    $        (57) $          (107)  $                 $        --  $       (164)
                                                                                              --
                                                ==============================================================================

Gain on disposition of discontinued operations,
net of Income tax                               $      4,785  $            --   $            --   $        --  $         --
                                                ==============================================================================

Total assets as of September 30, 2000            $         --  $            --   $        22,422   $    74,556  $     96,978
                                                ==============================================================================

____________________________

(1) Includes certain other revenue,  interest income, and costs not identifiable
to a particular segment such as general and  administrative,  certain operations
support expenses, and certain other income.
</TABLE>


                             PLM INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000

7.   OPERATING SEGMENTS (CONTINUED)
<TABLE>
<CAPTION>
                                                                  Commercial        Management
                                                                     and          of Investment
                                                                  Industrial         Programs
                                                                  Equipment          and Other
                                                                   Leasing        Transportation
                                                   Trailer           and             Equipment
For the nine months ended September 30, 1999       Leasing        Financing           Leasing        Other(1)          Total
                                                ------------------------------------------------------------------------------

<S>                                              <C>           <C>               <C>               <C>          <C>
REVENUES
Lease income                                     $         --  $            --   $           888   $        --  $       888
Fees earned                                                --               --             7,228            --        7,228
Other                                                      --               --             1,021             4        1,025
                                                ------------------------------------------------------------------------------
  Total revenues                                           --               --             9,137             4        9,141
                                                ------------------------------------------------------------------------------
Costs and expenses
Operations support                                         --               --             1,579           610        2,189
Depreciation and amortization                              --               --               359            --          359
General and administrative expenses                        --               --                --         3,224        3,224
                                                ------------------------------------------------------------------------------
  Total costs and expenses                                 --               --             1,938         3,834        5,772
                                                ------------------------------------------------------------------------------
Operating income (loss)                                    --               --             7,199        (3,830)       3,369
Interest expense, net                                      --               --            (1,520)           --       (1,520)
Other income (expenses), net                               --               --               700          (123)         577
                                                ------------------------------------------------------------------------------
  Income (loss) before income taxes              $         --  $            --   $         6,379   $    (3,953) $     2,426
                                                ==============================================================================

Income (loss) from discontinued operations, net
of income taxes                                  $       (257) $         1,198   $            --   $        --  $       941
                                                ==============================================================================
Cumulative effect of accounting change,
  net of income taxes                            $         --  $          (250)  $            --   $        --  $      (250)
                                                ==============================================================================

Total assets as of September 30, 1999            $     16,372  $        25,140   $        35,084   $     6,812  $    83,408
                                                ==============================================================================


(1) Includes certain other revenue,  interest income, and costs not identifiable
to a particular segment such as general and  administrative,  certain operations
support expenses, and certain other income.

</TABLE>


8.   CUMULATIVE EFFECT OF ACCOUNTING CHANGE FROM DISCONTINUED OPERATIONS, NET OF
     TAX

In April 1998, the American  Institute of Certified  Public  Accountants  issued
Statement of Position  98-5,  "Reporting  on the Costs of Start-Up  Activities,"
which required costs related to start-up  activities to be expensed as incurred.
The  statement  required  that initial  application  be reported as a cumulative
effect of a change in accounting  principle.  The Company adopted this statement
during the first quarter of 1999,  at which time it took a $0.3 million  charge,
net of tax of $0.1  million,  related to start-up  costs of its  commercial  and
industrial  equipment  operations  which is being  accounted for as discontinued
operations.

9.   SUBSEQUENT EVENTS

The  Company's  senior  lender  agreed to waive  certain  debt  covenants if the
Company placed  securities with maturity values equal to 66% of future principal
payments under the senior secured notes in an escrow  account.  Accordingly,  in
October 2000, the Company purchased U.S. Government Securities with a face value
of $9.5 million.

During October 2000, the Company  purchased  $10.0 million in marine  containers
which are held for sale to the  affiliated  programs.  The  Company had paid for
$8.6 million of these containers as of November 9, 2000.

On October 31, 2000,  the Company  received  $1.0 million from the buyer of AFG.
This amount represented the $0.9 million receivables on the consolidated balance
sheet on September 30, 2000 plus interest on this amount.


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

MANAGEMENT OF INVESTMENT PROGRAMS

The Company has syndicated  investment programs from which it earns various fees
and equity interests.  Professional Lease Management Income Fund I, LLC (Fund I)
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 then 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 earnings of the program,  subject to
certain  allocation  provisions.  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  partnership  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 or third  parties.  During this period,  the Company  earns
lease revenue and incurs interest and operating expenses.

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, PLM International, Inc. and Marubeni America Corporation signed
an asset purchase  agreement to sell the refrigerated and dry trailer assets and
related liabilities of PLM International,  Inc. to Marubeni America Corporation.
PLM shareholders approved the transaction on August 25, 2000.

At the closing of the sale on September 30, 2000,  Marubeni America  Corporation
paid  $67.5  million in cash to PLM  International  for its 4,250  trailers  and
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. In addition,  $1.5 million was placed into an escrow account.  This cash
will be  released  to the  Company  after  it  receives  certain  tax  clearance
certificates. This is expected to occur in the fourth quarter of 2000. This $1.5
million is included in restricted  cash on the  September 30, 2000  consolidated
balance sheet.  The Company  expects to receive an additional  $0.2 million from
Marubeni  America  Corporation in the fourth quarter of 2000 related to the sale
of the trailer  assets.  This amount is included in receivables on the September
30, 2000 consolidated balance sheet. The Company will pay $4.8 million of income
tax  related to the  trailer  sale in the  fourth  quarter of 2000 and the first
quarter of 2001.

Accordingly,  the Company's  trailer  leasing is accounted for as a discontinued
operation and prior periods have been restated.

Commercial and Industrial Equipment Leasing and Financing

The  Company  had  a  subsidiary,   Amercian  Finance  Group,  Inc.  (AFG)  that
specialized   in  the  leasing  and  management  of  commercial  and  industrial
equipment.

In October 1999, the Company agreed to sell American Finance Group,  Inc. (AFG),
its commercial and industrial  equipment  leasing  subsidiary for  approximately
$28.3 million,  net of transaction costs and income taxes. 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. In July 2000, the Company  received  additional  sales proceeds of $2.3
million for the sale of AFG. The Company  received  additional  proceeds of $0.9
million in the fourth  quarter of 2000 which was included in the  receivables on
the consolidated balance sheet on September 30, 2000 related to the sale of AFG.
The  amount  was  disputed  by  the  purchaser  of  AFG  and  was  submitted  to
arbitration.  The Company prevailed in arbitration.  Taxes and transaction costs
related to the sale are estimated to be $3.9 million  resulting in estimated net
proceeds to the Company of $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 and prior periods have been restated.

COMPARISON  OF THE  COMPANY'S  OPERATING  RESULTS  FOR THE  THREE  MONTHS  ENDED
SEPTEMBER 30, 2000 AND 1999

The following analysis reviews the operating results of the Company:

REVENUES
<TABLE>
<CAPTION>

                                                                  For the Three Months
                                                                    Ended September 30,

                                                            2000                        1999
                                                        -----------------------------------------
                                                                   (in thousands of dollars)

<S>                                                      <C>                     <C>
Operating lease income                                   $       792             $        275
Management fees                                                1,656                    1,739
Partnership interests and other fees                           1,500                      263
Acquisition and lease negotiation fees                           385                       --
Other                                                            130                      337
                                                        -----------------------------------------
  Total revenues                                         $     4,463             $      2,614
</TABLE>

The  fluctuations  in revenues for the three months  ended  September  30, 2000,
compared  to the three  month ended  September  30,  1999,  are  summarized  and
explained below.

OPERATING LEASE INCOME:

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 third quarter of 2000,  compared to the
same quarter of 1999.

Lease  income from assets held for sale were $0.6  million and $0.3  million for
the quarters ended September 30, 2000 and 1999,  respectively.  During the third
quarter of 2000, the Company owned $14.0 million in marine  containers that were
sold on September 30, 2000 to affiliated  programs at cost,  which  approximated
their fair market  value.  The Company  earned $0.6 million in  operating  lease
income on these marine  containers  during the third quarter of 2000. During the
third quarter of 1999, the Company owned $6.8 million in marine  containers that
were sold  during  the three  months  ended  September  30,  1999 to  affiliated
programs at cost, which approximated their fair market value. The Company earned
$0.3 million in operating  lease  income on these marine  containers  during the
third quarter of 1999.

Other operating lease income was $0.2 million and $12,000 for the quarters ended
September 30, 2000 and 1999, respectively. The increase in other operating lease
income was 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 were $1.7 million for the quarters
ended  September  30, 2000 and 1999.  The  decrease in  management  fees of $0.1
million resulted from a net decrease in managed equipment from the PLM Equipment
Growth Fund (EGF) programs and Professional  Lease Management Income Fund I, LLC
(Fund I). 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 net earnings from the affiliated  programs
were $1.3 million and $0.3 million for the quarter ended  September 30, 2000 and
1999,  respectively.  The  increase  of $1.0  million in net  earnings  from the
affiliated  entities  compared  to 1999,  resulted  from  increased  gains  from
disposal of equipment in the  affiliated  programs.  In addition,  a decrease of
$0.1 million in the  Company's  residual  interests in the programs was recorded
during the  quarter  ended  September  30,  1999.  A similar  reduction  was not
required in the three  months  ended  September  30,  2000.  An increase of $0.2
million in other fees was due to increased sales commissions in the three months
ended September 30, 2000, compared to the same period of 1999.

ACQUISITION AND LEASE NEGOTIATION FEES:

During the quarter ended  September 30, 2000, the Company,  on behalf of the EGF
programs,  purchased  transportation equipment for $7.0 million and $0.4 million
in acquisition and lease  negotiation fees were earned on these  purchases.  The
Company did not purchase any equipment  for the EGF programs  during the quarter
ended September 30, 1999.  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.

OTHER:

Other  revenues  were $0.1  million  and $0.3  million  for the  quarters  ended
September 30, 2000 and 1999, respectively.  A decrease in other revenues of $0.1
million was due to loss from  disposal of other assets  during the quarter ended
September 30, 2000.  No similar loss occurred  during the same period of 1999. A
decrease of $0.1 million in other revenues was due to lower data processing fees
earned from the affiliated programs in the three months ended September 30, 2000
compared to the same period of 1999.



COSTS AND EXPENSES
<TABLE>
<CAPTION>

                                                               For the Three Months
                                                                Ended September 30,

                                                       2000                         1999
                                                   -----------------------------------------
                                                             (in thousands of dollars)

<S>                                                 <C>                     <C>
Operations support                                  $       679             $        756
Depreciation and amortization                               247                      119
General and administrative                                1,967                      780
                                                   -----------------------------------------
  Total costs and expenses                          $     2,893             $      1,655
</TABLE>

OPERATIONS SUPPORT:

Operations  support expense,  including salary and  office-related  expenses for
operational  activities  and provision  for doubtful  accounts,  decreased  $0.1
million (10%) for the quarter ended September 30, 2000,  compared to the quarter
ended September 30, 1999. A $0.3 million decrease in operations support expenses
related to the  management of investment  programs was due to a reduction in the
size of the managed  equipment  portfolio.  This decrease in operations  support
expenses was partially offset by a $0.2 million  increase in operations  support
expenses  related to other  activities due to the increase in  compensation  and
benefits expense.

DEPRECIATION AND AMORTIZATION:

Depreciation  and  amortization  expense  increased  $0.1 million (108%) for the
quarter ended  September 30, 2000,  compared to the quarter ended  September 30,
1999. The increase  resulted from an increase in the volume of other assets held
for operating lease.

GENERAL AND ADMINISTRATIVE:

General and  administrative  expenses  increased  $1.2 million (152%) during the
quarter ended  September 30, 2000,  compared to the quarter ended  September 30,
1999.  An increase of $1.6 million was due to severance  costs  incurred in 2000
related  to  staffing  reductions.  A similar  event did not occur in 1999.  The
increase was partially  offset by a $0.4 million decrease of in compensation and
benefits expense as a result of a decrease in staffing requirements.

OTHER INCOME AND EXPENSES
<TABLE>
<CAPTION>

                                                               For the Three Months
                                                                Ended September 30,

                                                           2000                         1999
                                                       -----------------------------------------
                                                               (in thousands of dollars)

<S>                                                     <C>                     <C>
Interest expense                                        $      (554)            $       (521)
Interest income                                                 266                       59
Other income (expense), net                                    (175)                     701
</TABLE>

INTEREST INCOME:

Interest income increased $0.2 million (351%) during the quarter ended September
30, 2000,  compared to the same quarter of 1999.  The increase was primarily due
to increased  loans  outstanding to the affiliated  programs in the three months
ended September 30, 2000, compared to the same period of 1999.

OTHER INCOME (EXPENSES), NET:

Other  expenses of $0.2 million  during the quarter  ended  September  30, 2000,
compared to $0.7 million of other income during the same quarter of 1999.  Other
expenses  of $0.2  million  for the  quarter  of 2000  primarily  related to the
litigation  cost. No similar  expenses were incurred  during the same quarter of
1999.  Other income of $0.7  million for the quarter  ended  September  30, 1999
represented  mileage income  received from the railroads.  No similar income was
received during the same quarter of 2000.

PROVISION FOR INCOME TAXES:

For the three months ended  September 30, 2000, the provision for income tax was
$0.4 million,  representing an effective rate of 38%. For the three months ended
September   30,  1999,   the  provision  for  income  taxes  was  $0.5  million,
representing  an effective rate of 39%. The decrease in the effective rate of 1%
was due to the change in the effect of permanent difference between tax and book
income.

NET INCOME FROM DISCONTINUED OPERATIONS

On May 24, 2000, PLM International, Inc. and Marubeni America Corporation signed
an asset purchase  agreement to sell the refrigerated and dry trailer assets and
related liabilities of PLM International,  Inc. to Marubeni America Corporation.
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. (AFG). On February 25, 2000,
the shareholders of PLM  International  approved the  transaction.  The sale was
completed on March 1, 2000.

Accordingly, the Company's trailer leasing and commercial and industrial leasing
operations are accounted for as  discontinued  operations and prior periods have
been restated.  Net income (loss) from  discontinued  operations for the quarter
ended September 30, 2000 and 1999 are as follows (in thousands of dollars):
<TABLE>
<CAPTION>

                                              For the Three Months Ended            For the Three Months Ended
                                                  September 30, 2000                    September 30, 1999
                                         -------------------------------------- ----------------------------------
                                           Trailer                               Trailer
                                           Leasing        AFG          Total     Leasing       AFG        Total
                                         -------------------------------------- ------------------------------------


<S>                                      <C>         <C>          <C>           <C>         <C>       <C>
REVENUES
Operating lease income                   $    9,259  $      --    $    9,259    $   7,069   $   2,439 $     9,508
Finance lease income                             --         --            --           --       2,696       2,696
Management fees                                 192         --           192          227         171         398
Gain (loss) on sale or disposition of           (18)        --           (18)         (29)        458         429
assets, net
Other                                            13         --            13           10         489         499
                                         -------------------------------------- ------------------------------------
  Total revenues                              9,446         --         9,446        7,277       6,253      13,530
                                         -------------------------------------- ------------------------------------

COSTS AND EXPENSES
Operations support                            5,220         --         5,220        3,365       1,295       4,660
Depreciation and amortization                 2,728         --         2,728        2,053       2,149       4,202
General and administrative expenses           1,317         --         1,317          542          --         542
                                         -------------------------------------- ------------------------------------
  Total costs and expenses                    9,265         --         9,265        5,960       3,444       9,404
                                         -------------------------------------- ------------------------------------

Operating income (loss)                         181         --           181        1,317       2,809       4,126
Interest expense, net                        (1,005)        --        (1,005)        (902)     (2,174)     (3,076)
Other expense                                    (4)        --            (4)          --          (1)         (1)
                                         -------------------------------------- ------------------------------------
Net income (loss) from discontinued
operations
  before income taxes                          (828)        --          (828)         415         634       1,049
(Benefit from) provision for income tax        (319)        --          (319)         162         240         402
                                         -------------------------------------- ------------------------------------
Net income  (loss) from discontinued     $     (509) $      --    $     (509)   $     253   $     394 $       647
operations
                                         ====================================== ====================================

Gain on disposition of discontinued
opertions, net
  of income tax                          $    4,785  $      --    $    4,785    $      --   $      -- $        --
                                         ====================================== ====================================
</TABLE>

TRAILER LEASING:

Operating  lease  income  increased  to $9.3  million for the three months ended
September  30, 2000,  compared to $7.1 million for the same period of 1999 which
resulted from an increase in the trailers owned and on operating lease.

Operation support increased to $5.2 million for the three months ended September
30,  2000,  compared to $3.4  million for the same period of 1999 was due to the
expansion of PLM Trailer Leasing, with the opening of additional rental yards in
1999 and trailer purchases in 1999 and 2000.

Depreciation  and  amortization  increased  to $2.7 million for the three months
September 30, 2000,  compared to $2.1 million for the same period of 1999 due to
an increase in the amount of refrigerated  trailer  equipment on operating lease
at PLM Trailer Leasing.

General and  administrative  expenses  increased  to $1.3  million for the three
months ended September 30, 2000, compared to $0.5 million for the same period of
1999.  The  increase  of $0.8  million  was  due to the  growth  of the  trailer
business.

Interest expenses increased to $1.0 million for the three months ended September
30, 2000,  compared to $0.9 million for the same period of 1999 due to increased
borrowings to fund trailer purchases.

A $4.8 million  after-tax  gain on disposition  of  discontinued  operations was
recorded for the three months  ended  September  30, 2000 related to the trailer
assets of the Company.

AFG:

The  decrease in all  revenues  and  expenses of AFG for the three  months ended
September  30,  2000  compared to the same period of 1999 was due to the sale of
AFG on March 1, 2000.

NET INCOME

As a result of the foregoing, for the three months ended September 30, 2000, net
income  was  $5.0  million,   resulting  in  basic  and  diluted   earnings  per
weighted-average common share outstanding of $0.67 and $0.66, respectively.  For
the same period of 1999,  net income was $1.4  million,  resulting  in basic and
diluted earnings per weighted-average common share outstanding of $0.17.

COMPARISON  OF THE  COMPANY'S  OPERATING  RESULTS  FOR  THE  NINE  MONTHS  ENDED
SEPTEMBER 30, 2000 AND 1999

The following analysis reviews the operating results of the Company:

REVENUES
<TABLE>
<CAPTION>

                                                                                  For the Nine Months
                                                                                  Ended September 30,

                                                                         2000                          1999
                                                                     -----------------------------------------
                                                                                (in thousands of dollars)

<S>                                                                   <C>                     <C>
Operating lease income                                                $     1,101             $        888
Management fees                                                             5,205                    5,570
Partnership interests and other fees                                        1,688                      579
Acquisition and lease negotiation fees                                        538                    1,079
Other                                                                         665                    1,025
                                                                     -----------------------------------------
  Total revenues                                                      $     9,197             $      9,141
</TABLE>

The  fluctuations  in revenues  for the nine months  ended  September  30, 2000,
compared to the nine  months  ended  September  30,  1999,  are  summarized  and
explained below.

OPERATING LEASE INCOME:

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  $0.2  million  during nine months ended  September  30, 2000,
compared to the nine months ended September 30, 1999.

Lease  income from assets held for sale were $0.7  million and $0.9  million for
the nine months ended September 30, 2000 and 1999, respectively. During the nine
months ended  September  30,  2000,  the Company  owned $14.0  million in marine
containers which were sold to affiliated  programs at cost,  which  approximated
their fair market  value.  The Company  earned $0.7 million in  operating  lease
income from these marine  containers  during the nine months ended September 30,
2000.  During the nine months ended  September 30, 1999,  the Company  purchased
$21.8 million in marine  containers  that were sold during the nine months ended
September 30, 1999 to affiliated programs at cost, which approximated their fair
market value. The Company earned $0.9 million in operating lease income on these
marine containers during the nine months ended September 30, 1999.

Other  operating  lease  income was $0.4 million and $38,000 for the nine months
ended September 30, 2000 and 1999, respectively. The increase in other operating
lease  income was due to the increase in the 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 were $5.2 million and $5.6 million
for the nine  months  ended  September  30,  2000 and  1999,  respectively.  The
decrease in management  fees  resulted from a net decrease in managed  equipment
from the PLM Equipment  Growth Fund programs and  Professional  Lease Management
Income Fund I, LLC.  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 net earnings from the affiliated  programs
were $1.5 million and $1.1 million for the nine months ended  September 30, 2000
and 1999,  respectively.  The  increase in net earnings of $0.4 million from the
affiliated  entities resulted from increased gains from disposal of equipment in
the affiliated programs in the nine months ended September 30, 2000, compared to
the same  period  of 1999.  In  addition,  a  decrease  of $0.6  million  in the
Company's residual interests in the programs was recorded during the nine months
ended  September  30,  1999.  A similar  reduction  was not required in the nine
months ended  September  30, 2000. An increase of $0.2 million in other fees was
due to increased sales  commissions in the nine months ended September 30, 2000,
compared to the same period of 1999.

ACQUISITION AND LEASE NEGOTIATION FEES:

During the nine months ended  September 30, 2000, the Company,  on behalf of the
EGF programs,  purchased  transportation  and other equipment for $12.0 million,
compared to $37.1 million of transportation  and other equipment during the nine
months  ended  September  30,  1999,  resulting  in a $0.5  million  decrease in
acquisition and lease  negotiation  fees. During the nine months ended September
30, 2000, the Company did not take  acquisition  and lease  negotiation  fees on
$2.2 million of the hushkit purchased for the equipment of an affiliated program
due to the investment phase of this affiliated  program was closed. In addition,
the Company has reached certain fee limitations for another  affiliated  program
per the partnership agreement.  During the nine months ended September 30, 1999,
the Company did not take acquisition and lease negotiation fees on $16.6 million
of this equipment purchased for this program.  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.

OTHER:

Other  revenues  were $0.7  million and $1.0  million for the nine months  ended
September 30, 2000 and 1999,  respectively.  The decrease in other  revenues was
due to loss from disposal of other assets during the nine months ended September
30, 2000. A similar loss did not occur in 1999.


COSTS AND EXPENSES
<TABLE>
<CAPTION>

                                                                                  For the Nine Months
                                                                                  Ended September 30,

                                                                          2000                      1999
                                                                     -----------------------------------------
                                                                               (in thousands of dollars)

<S>                                                                   <C>                     <C>
Operations support                                                    $     1,850             $      2,189
Depreciation and amortization                                                 643                      359
General and administrative                                                  4,391                    3,224
                                                                     -----------------------------------------
  Total costs and expenses                                            $     6,884             $      5,772
</TABLE>


OPERATIONS SUPPORT:

Operations  support expense,  including salary and  office-related  expenses for
operational  activities  and provision  for doubtful  accounts,  decreased  $0.3
million (15%) for the nine months ended September 30, 2000, compared to the nine
months ended September 30, 1999. A $0.7 million  decrease in operations  support
expenses related to the management of investment  programs due to a reduction in
the size of the managed equipment portfolio. This decrease in operations support
was partially offset by a $0.4 increase in operations support expense related to
other activities due to the increase in compensation and benefits expense.

DEPRECIATION AND AMORTIZATION:

Depreciation and amortization  expense increased $0.3 million (79%) for the nine
months ended September 30, 2000, compared to the nine months ended September 30,
1999. The increase  resulted from an increase in the volume of other assets held
for operating lease.

GENERAL AND ADMINISTRATIVE:

General and administrative expenses increased $1.2 million (36%) during the nine
months ended September 30, 2000, compared to the nine months ended September 30,
1999. The increase was due to severance  costs incurred in 2000 related to staff
reductions. A similar event did not occur in 1999.

OTHER INCOME AND EXPENSES
<TABLE>
<CAPTION>

                                                                 For the Nine Months
                                                                 Ended September 30,

                                                         2000                         1999
                                                      -----------------------------------------
                                                                   (in thousands of dollars)

<S>                                                    <C>                     <C>
Interest expense                                       $    (1,424)            $     (1,772)
Interest income                                                869                      252
Other income (expense), net                                   (177)                     577
</TABLE>

INTEREST EXPENSE:

Interest  expense  decreased  $0.3  million  (20%)  during the nine months ended
September 30, 2000, compared to the nine months ended September 30, 1999, due to
reductions in the amounts outstanding under the senior secured notes in the nine
months ended September 30, 2000, compared to the same period of 1999.

INTEREST INCOME:

Interest  income  increased  $0.6  million  (245%)  during the nine months ended
September 30, 2000, compared to the same period of 1999. An increase in interest
income of $0.4 million resulted from higher cash balances that resulted from the
proceeds  received  from the sale of AFG. An increase of $0.2  million  resulted
from increased  loans made to the  affiliated  programs in the nine months ended
September 30, 2000, compared to the same period of 1999.

OTHER INCOME (EXPENSES), NET:

Other expenses of $0.2 million during the nine months ended  September 30, 2000,
compared to $0.6 million of other income  during the same period of 1999.  Other
expenses of $0.2 million for the nine months ended  September 30, 2000 primarily
related to the  litigation  cost. No similar  expenses were incurred  during the
same period of 1999.  Other  income of $0.6  million  for the nine months  ended
September 30, 1999  represents  $0.7 million of mileage income received from the
railroads,  partially  offset  by  $0.1  million  in  expenses  related  to  the
settlement of a lawsuit.  No similar income was received  during the nine months
ended September 30, 2000.

PROVISION FOR INCOME TAXES:

For the nine months ended  September 30, 2000,  the provision for income tax was
$0.6 million,  representing  an effective rate of 38%. For the nine months ended
September   30,  1999,   the  provision  for  income  taxes  was  $1.0  million,
representing  an effective rate of 40%. The decrease in the effective rate of 2%
was due to the change in the effect of permanent difference between tax and book
income.

NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS

Net  income  (loss)  from  discontinued  operations  for the nine  months  ended
September 30, 2000 and 1999 are as follows (in thousands of dollars):
<TABLE>
<CAPTION>

                                               For the Nine Months Ended            For the Nine Months Ended
                                                  September 30, 2000                    September 30, 1999
                                         -------------------------------------- ----------------------------------
                                           Trailer                              Trailer
                                           Leasing      AFG        Total        Leasing      AFG        Total
                                         ------------------------------------ ------------------------------------


<S>                                      <C>         <C>        <C>            <C>        <C>        <C>
REVENUES
Operating lease income                   $   24,312  $   1,841  $   26,153     $ 15,746   $   6,819  $   22,565
Finance lease income                             --      1,650       1,650           --       8,573       8,573
Management fees                                 550        100         650          628         578       1,206
Gain (loss) on sale or disposition of           (39)        40           1          (41)      2,100       2,059
assets, net
Other                                            46        445         491           10       1,602       1,612
                                         ------------------------------------ ------------------------------------
  Total revenues                             24,869      4,076      28,945       16,343      19,672      36,015
                                         ------------------------------------ ------------------------------------

COSTS AND EXPENSES
Operations support                           11,996      1,412      13,408        7,754       4,075      11,829
Depreciation and amortization                 7,622      1,505       9,127        5,292       5,732      11,024
General and administrative expenses           2,193         --       2,193        1,627          --       1,627
                                         ------------------------------------ ------------------------------------
  Total costs and expenses                   21,811      2,917      24,728       14,673       9,807      24,480
                                         ------------------------------------ ------------------------------------

Operating income                              3,058      1,159       4,217        1,670       9,865      11,535
Interest expense, net                        (3,148)    (1,655)     (4,803)      (2,090)     (6,959)     (9,049)
Other expense                                    (4)        --          (4)          --        (975)       (975)
                                         ------------------------------------ ------------------------------------
Net income (loss) from discontinued
operations
  before income taxes                           (94)      (496)       (590)        (420)      1,931       1,511
(Benefit from) provision for income tax         (37)      (189)       (226)        (163)        733         570
                                         ------------------------------------ ------------------------------------
Net income previously accrued as a
component
  of loss on a discontinued operation            --        200         200           --          --          --
                                         ------------------------------------ ------------------------------------
Net income (loss) from discontinued      $      (57) $    (107) $     (164)    $   (257)  $   1,198  $      941
operations
                                         ==================================== ====================================

Gain on disposition of discontinued
operations, net
  of income tax                          $    4,785  $      --  $    4,785     $     --   $      --  $       --
                                         ==================================== ====================================
</TABLE>

TRAILER LEASING:

Operating  lease  income  increased  to $24.3  million for the nine months ended
September 30, 2000,  compared to $15.7 million for the same period of 1999 which
resulted from an increase in the trailers owned and on operating lease.

Operation support increased to $12.0 million for the nine months ended September
30,  2000,  compared  to $7.8  million  for the same  period  of 1999 due to the
expansion of PLM Trailer Leasing, with the opening of additional rental yards in
1999 and trailer purchases in 1999 and 2000.

Depreciation  and  amortization  increased  to $7.6  million for the nine months
September 30, 2000, compared to $5.3 million for the same period of 1999 was due
to an increase in the amount of  refrigerated  trailer  equipment  on  operating
lease at PLM Trailer Leasing.

General  and  administrative  expenses  increased  to $2.2  million for the nine
months ended September 30, 2000, compared to $1.6 million for the same period of
1999.  The  increase  of $0.6  million  was  due to the  growth  of the  trailer
business.

Interest expenses  increased to $3.1 million for the nine months ended September
30, 2000,  compared to $2.1 million for the same period of 1999 due to increased
borrowings to fund trailer purchases.

A $4.8 million  after-tax  gain on disposition  of  discontinued  operations was
recorded  for the nine months  ended  September  30, 2000 related to the trailer
assets of the Company.

AFG:

The  decrease in all  revenues  and  expenses  of AFG for the nine months  ended
September 30, 2000 was due to the sale of AFG on March 1, 2000.

In addition,  other  expenses  decreased  $1.0  million due to the  write-off of
expenses  related to the  proposed  initial  public  offering of AFG in 1999.  A
similar expense was not recorded in 2000.

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.

CUMULATIVE EFFECT OF ACCOUNTING CHANGE

In April 1998, the American  Institute of Certified  Public  Accountants  issued
Statement of Position  98-5,  "Reporting  on the Costs of Start-Up  Activities,"
which requires costs related to start-up  activities to be expensed as incurred.
The  statement  requires  that initial  application  be reported as a cumulative
effect of a change in accounting  principle.  The Company adopted this statement
during the second quarter of 1999, at which time it took a $0.3 million  charge,
net of tax of $0.1  million,  related to start-up  costs of its  commercial  and
industrial  equipment  leasing  subsidiary  which  is  being  accounted  for  as
discontinued operations.

NET INCOME

As a result of the foregoing,  for the nine months ended September 30, 2000, net
income  was  $5.6  million,   resulting  in  basic  and  diluted   earnings  per
weighted-average common share outstanding of $0.74 and 0.73,  respectively.  For
the same period of 1999,  net income was $2.2  million,  resulting  in basic and
diluted  earnings per  weighted-average  common share  outstanding of $0.27, and
$0.26, respectively.

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.

Liquidity  in the  remainder  of 2000 and  beyond  will  depend,  in  part,  the
management of existing  sponsored programs and the effectiveness of cost control
programs.  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:  Assets  acquired and held on an interim basis by the
Company for sale to  affiliated  programs or third  parties  have,  from time to
time, been partially funded by a warehouse  credit  facility.  This facility was
shared with PLM Equipment  Growth Fund VI , PLM  Equipment  Growth & Income Fund
VII, and Professional Lease Management Income Fund I, LLC. Borrowings under this
facility by the other  eligible  borrowers  reduced the amount  available  to be
borrowed by the Company.  All borrowings  under this facility were guaranteed by
the Company. This facility provided 80% financing for transportation assets. The
Company could hold transportation assets under this facility for up to 150 days.
Interest accrued at prime or LIBOR plus 162.5 basis points, at the option of the
Company.  The warehouse  facility  expired on September 30, 2000. The Company is
currently  negotiating with a new lender on a $15.0 million  warehouse  facility
with similar  terms.  The Company  expects this  facility to be completed in the
fourth quarter of 2000.

Senior Secured Notes: The Company's senior secured notes agreement, which had an
outstanding  balance of $15.0  million as of September  30, 2000 and November 9,
2000,  bears  interest at LIBOR plus 240 basis  points.  The Company has pledged
substantially  all  of  its  future  management  fees,   acquisition  and  lease
negotiation  fees,  data  processing  fees,  and  partnership  distributions  as
collateral  to the  facility.  The  facility  required  quarterly  interest-only
payments  through  August  15,  1997,  with  principal  plus  interest  payments
beginning  November  15,  1997.  Principal  payments of $1.9 million are payable
quarterly through termination of the loan on August 15, 2002.

The  Company's  senior  lender  agreed to waive  certain  debt  covenants if the
Company placed  securities with maturity values equal to 66% of future principal
payments under the senior secured notes in an escrow  account.  Accordingly,  in
October 2000, the Company purchased U.S. Government Securities with a face value
of $9.5 million.

STOCK REPURCHASE PROGRAM:

In May 2000,  the Company  announced  that its Board of Directors had authorized
the  repurchase  of up to $10.0 million of the  Company's  common  stock.  As of
November 9. 2000,  261,654  shares had been  purchased  under this plan for $1.9
million. Future purchases of stock will be contingent upon, among other factors,
the Company's cash position and compliance with certain debt covenants.

LIQUIDATING DISTRIBUTIONS:

On November 3, 2000, the Company paid a $5.00 per share liquidating distribution
to  shareholders  of  record  as  of  October  22,  2000.   Future   liquidating
distributions  from  the  proceeds  of the  sale  of  trailer  leasing  will  be
contingent upon, among other factors; the Company's cash position and compliance
of certain debt covenants.

                               * * * * * * * * * *

Management believes that, through debt financing and cash flows from operations,
the Company will have  sufficient  liquidity  and capital  resources to meet its
projected future operating needs over the next twelve months.

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

The  Company's  primary  market risk  exposure is that of interest  rate risk. A
change in the U.S. prime  interest  rate,  LIBOR rate, or lender's cost of funds
based on  commercial  paper  market  rates,  would  affect the rate at which the
Company could borrow funds under its senior notes.  The Company  estimates a one
percent increase or decrease in the Company's variable rate debt would result in
an increase or  decrease,  respectively,  in interest  expense of $33,000 in the
remainder of 2000, $75,000 in 2001, and $12,000 in 2002. The Company estimates a
two  percent  increase or decrease  in the  Company's  variable  rate debt would
result in an increase or decrease,  respectively, in interest expense of $66,000
in the remainder of 2000, $0.2 million in 2001, and $23,000 in 2002.


                           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      Amendment No.1 to Asset  Purchase  Agreement  among  Marubeni  America
          Corporation  and PLM  International,  Inc.  dated  September  29, 2000
          incorporated  by reference  to the Form 8-K filed with the  Securities
          and Exchange Commission on October 11, 2000.

10.2      License Agreement between PLM International, Inc. and Marubeni America
          Corporation Trailer Leasing, L.L.C. dated September 30, 2000.

10.3      Non-competition  Agreement among PLM International,  Inc., PLM Rental,
          Inc., PLM Transportation  Equipment Corporation,  TEC AcquiSub,  Inc.,
          PLM Financial  Services,  Inc.,  Professional  Lease Management Income
          Fund I, L.L.C.,  PLM  Equipment  Growth Fund I thru VI, PLM  Equipment
          Growth and Income Fund VII, and  Marubeni  America  Corporation  dated
          September 30, 2000.

(B)       Reports on Form 8-K

Report  dated  October  9, 2000  (filed on October  11,  2000)  incorporated  by
reference to exhibit 2.2 to registrant's  Form 8-K filed with the Securities and
Exchange  Commission on October 11, 2000 - Announcement of the completion of the
sale of PLM International Inc.'s trailer leasing operations,  the resignation of
Mr. Robert N. Tidball, President and Chief Executive Officer, the appointment of
Mr.  Stephen  M. Bess as  President,  and as Chief  Executive  Officer,  and his
election to Board of Directors of PLM International, Inc., and the authorization
of a partial  liquidating  distribution  of $5 per share to  shareholders of PLM
International, Inc.






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: November 9, 2000