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




[X]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
             EXCHANGE ACT OF 1934
             FOR THE FISCAL QUARTER ENDED JUNE 30, 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 August 1, 2000 - 7,408,510 shares.


<PAGE>


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


                                                                       For the Three Months                   For the Six Months
                                                                           Ended June 30,                       Ended June 30,
                                                                            2000          1999               2000              1999
                                                                       -------------------------------------------------------------

     REVENUES
<S>                                                                     <C>             <C>               <C>             <C>
Operating lease income                                                  $   8,072       $   5,424         $  15,362       $   9,301
Management fees                                                             1,923           2,079             3,907           4,232
Partnership interests and other fees                                          (93)             26               188             316
Acquisition and lease negotiation fees                                        134             618               153           1,079
Loss on the sale or disposition of assets, net                                 (8)            (3)               (21)            (12)
Other                                                                         222             313               568             677
                                                                      --------------------------------------------------------------
 Total revenues                                                            10,250           8,457            20,157          15,593
                                                                      --------------------------------------------------------------

COSTS AND EXPENSES
Operations support                                                          3,674           3,123             7,947           5,822
Depreciation and amortization                                               2,768           1,902             5,290           3,479
General and administrative                                                  1,714           2,045             3,300           3,529
                                                                      --------------------------------------------------------------
 Total costs and expenses                                                   8,156           7,070            16,537          12,830
                                                                      --------------------------------------------------------------

Operating income                                                            2,094           1,387             3,620           2,763

Interest expense                                                           (1,493)         (1,342)           (3,013)         (2,439)
Interest income                                                               400              96               603             193
Other expenses, net                                                            (2)           (124)               (2)           (124
                                                                     ---------------------------------------------------------------
 Income before income taxes                                                   999              17             1,208             393

Provision for income taxes                                                    379              21               458             166
                                                                      --------------------------------------------------------------
 Income (loss) from continuing operations, net of income tax                  620              (4)              750             227

Income (loss) from discontinued operations, net of income tax                 (58)            725              (107)            804
                                                                      --------------------------------------------------------------

 Net income before cumulative effect of accounting change                     562             721               643           1,031

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

  Net income to common shares                                          $      562       $     721         $     643       $     781
                                                                      ==============================================================

Basic earnings per weighted-average common share
 outstanding
  Income from continuing operations                                   $      0.08       $      --         $    0.09       $    0.03
  Income (loss) from discontinued operations                                (0.01)           0.09             (0.01)           0.10
  Cumulative effect of accounting change                                       --              --                --           (0.03)
                                                                    ----------------------------------------------------------------
 Net income                                                           $      0.07       $    0.09         $    0.08       $    0.10
                                                                    ================================================================
Diluted earnings per weighted-average common share
 outstanding
  Income from continuing operations                                   $      0.08       $      --         $    0.09       $    0.02
  Income (loss) from discontinued operations                                (0.01)           0.09             (0.01)           0.10
  Cumulative effect of accounting change                                       --              --                --           (0.03)
                                                                    ----------------------------------------------------------------
                                                                      $      0.07       $    0.09         $    0.08       $    0.09
                                                                    ================================================================
</TABLE>

       See accompanying notes to these consolidated financial statements.


<PAGE>


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


<TABLE>
<CAPTION>

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

  <S>                                                                                        <C>              <C>
  Cash and cash equivalents                                                                  $     2,985      $           2,089
  Receivables (net of allowance for doubtful accounts of $1.1 million and
    $0.8 million as of June 30, 2000 and December 31, 1999, respectively)                          9,442                  8,437
  Receivables from affiliates                                                                      8,937                  2,962
  Net assets of discontinued operations                                                               --                 30,990
  Equity interest in affiliates                                                                   17,032                 18,145
  Assets held for sale                                                                            14,000                     --
  Trailers held for operating leases                                                             115,586                103,000
    Less accumulated depreciation                                                                (25,645)               (21,093)
                                                                                             -------------------------------------
                                                                                                  89,941                 81,907

  Restricted cash and cash equivalents                                                             1,632                  1,812
  Other assets, net                                                                                6,975                  5,855
                                                                                             =====================================
      Total assets                                                                           $   150,944      $         152,197
                                                                                             =====================================


                                       LIABILITIES AND SHAREHOLDERS' EQUITY

  LIABILITIES
  Short-term warehouse facility                                                              $     8,900      $              --
  Senior secured notes                                                                            16,919                 20,679
  Senior secured loan                                                                              5,883                  8,824
  Other secured debt                                                                              49,220                 50,697
  Payables and other liabilities                                                                   6,785                  8,445
  Deferred income taxes                                                                           15,609                 14,139
                                                                                             -------------------------------------
    Total liabilities                                                                            103,316                102,784

  SHAREHOLDERS' EQUITY
  Preferred stock ($0.01 par value, 10.0 million shares
    authorized, none outstanding as of June 30, 2000 and December 31, 1999)                           --                     --
  Common stock ($0.01 par value, 50.0 million shares
    authorized, and 7,395,510 and 7,675,410 shares issued and outstanding
    as of June 30, 2000 and December 31, 1999, respectively)                                         112                    112
  Paid-in capital, in excess of par                                                               74,883                 75,059
  Treasury stock (4,640,245 and 4,360,345 shares as of June 30, 2000 and
    December 31, 1999, respectively)                                                             (20,576)               (18,324)
  Accumulated deficit                                                                             (6,791)                (7,434)
                                                                                             -------------------------------------
    Total shareholders' equity                                                                    47,628                 49,413
                                                                                             =====================================
      Total liabilities and shareholders' equity                                             $   150,944      $         152,197
                                                                                             =====================================


</TABLE>







See accompanying notes to these consolidated financial statements.


<PAGE>


                             PLM INTERNATIONAL, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
            AND COMPREHENSIVE INCOME For the Year Ended December 31,
                   1999 and the Six Months Ended June 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                                                                              643             643
Exercise of stock options                                (176)             336                            160
Common stock purchases                                                  (2,588)                        (2,588)
                                         ===========================================================================
  Balances, June 30, 2000                $ 112      $  74,883        $ (20,576)    $   (6,791)    $    47,628
                                         ===========================================================================




</TABLE>




       See accompanying notes to these consolidated financial statements.

<PAGE>





                             PLM INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (in thousands of dollars)
                               For the Six Months
<TABLE>
<CAPTION>
                                                                                                           Ended June 30,
                                                                                                       2000               1999
                                                                                                   --------------------------------
  <S>                                                                                              <C>                 <C>
  OPERATING ACTIVITIES
  Net income from continuing operations                                                            $        750        $       228
  Adjustments to reconcile net income from continuing operations to net cash
    provided by operating activities:
      Depreciation and amortization                                                                       5,290              3,479
      Deferred income tax                                                                                    (6)               492
      Loss on sale or disposition of assets, net                                                             21                 12
      (Decrease) increase in payables and other liabilities                                              (1,660)             5,059
      Increase in receivables and receivables from affiliates                                            (3,590)            (6,621)
      Amortization of goodwill related to the investment programs                                           448              1,424
      Decrease (increase) in other assets                                                                   538               (144)
                                                                                                   --------------------------------
         Cash provided by operating activities of continuing operations                                   1,791              3,929
         Cash (used in) provided by operating activities of discontinued operations                      (1,532)             3,881
         Cumulative effect of accounting change                                                              --                250
                                                                                                   --------------------------------
        Net cash provided by operating activities                                                           259              8,060
                                                                                                   --------------------------------

  INVESTING ACTIVITIES
  Cash received from affiliated entities in excess of equity income                                         665                562
  Principal payments received on finance leases                                                             279                142
  Purchase of property, plant, and equipment                                                                 (9)              (459)
  Purchase of equipment held for sale                                                                   (14,000)                --
  Purchase of trailer equipment and capital improvements to trailers                                    (13,073)           (38,724)
  Proceeds from sale of subsidiary, net of transaction costs                                             28,275                 --
  Proceeds from the sale of trailer equipment                                                               156                234
  Proceeds from the sale of assets held for sale                                                             --             13,801
  Decrease (increase) in restricted cash and restricted cash equivalents                                    180               (124)
  Investing activities of discontinued operations                                                            --             13,692
                                                                                                   --------------------------------
        Net cash provided by (used in) investing activities                                               2,473            (10,876)
                                                                                                   --------------------------------

  FINANCING ACTIVITIES
  Borrowings of short-term warehouse credit facility                                                     10,200             27,099
  Repayment of short-term warehouse credit facility                                                      (1,300)           (16,720)
  Repayment of senior secured notes                                                                      (3,760)            (3,760)
  Repayment of senior secured loan                                                                       (2,941)            (2,941)
  Borrowings of other secured debt                                                                          273              9,827
  Repayment of other secured debt                                                                        (1,750)              (720)
  Reissuance of treasury stock, net                                                                          --                 42
  Proceeds from exercise of stock options                                                                    30                419
  Purchase of stock                                                                                      (2,588)            (1,604)
  Net financing activities of discontinued operations                                                        --            (14,838)
                                                                                                   --------------------------------
        Net cash used in financing activities                                                            (1,836)            (3,196)
                                                                                                   --------------------------------

  Net increase (decrease) in cash and cash equivalents                                                      896             (6,012)
  Cash and cash equivalents at beginning of period                                                        2,089              8,786
                                                                                                   --------------------------------
  Cash and cash equivalents at end of period                                                       $      2,985        $     2,774

                                                                                                   ================================
  SUPPLEMENTAL INFORMATION
  Net cash paid for interest from continuing operations                                            $      2,860        $     2,411
                                                                                                   ================================
  Net cash paid for interest from discontinued operations                                          $      1,688        $     5,020
                                                                                                   ================================
  Net cash paid for income taxes                                                                   $        307                206
                                                                                                   ================================
</TABLE>





       See accompanying notes to these consolidated financial statements.


<PAGE>


                             PLM INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 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-
and  majority-owned  subsidiaries (the Company's)  financial position as of June
30, 2000 and December 31,  1999,  statements  of income for the six months ended
June 30,  2000 and 1999,  statements  of  changes  in  shareholders'  equity and
comprehensive  income for the year ended  December  31,  1999 and the six months
ended June 30, 2000,  and statements of cash flows for the six months ended June
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.

2.   RECLASSIFICATIONS

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

3.   DISCONTINUED OPERATIONS

In October 1999, the Company agreed to sell 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 expects to receive additional  proceeds
of $0.9  million in the third or fourth  quarter of 2000  related to the sale of
AFG. This amount has been disputed by the purchaser of AFG and will be submitted
to  arbitration.  The  Company  expects to prevail in  arbitration.  Receivables
aggregating  $3.2  million  were  included in  receivables  on the  consolidated
balance sheet on June 30, 2000. 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.
For  business  segment  reporting  purposes,  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 AFG and
allocated costs from PLMI that will be eliminated as a result of the sale.

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


                                                              For the Three Months              For the Six Months
                                                                  Ended June 30,                    Ended June 30,
                                                              2000           1999              2000             1999
                                                           --------------------------       ----------------------------
     <S>                                                   <C>            <C>               <C>             <C>
     Revenue                                               $      --      $   6,948         $    4,076      $  13,419
     Costs and expenses                                          (46)        (3,409)            (2,917)        (6,363)
                                                           --------------------------       -----------------------------
     Operating income (loss)                                     (46)         3,539              1,159          7,056
     Interest expense                                            (48)        (2,480)            (1,750)        (5,068)
     Interest income and other expenses                           --            111                 95           (691)
                                                          ---------------------------       ----------------------------
     Net income (loss) from discontinued operations
       before income taxes                                       (94)         1,170               (496)         1,297
     Provision for (benefit from) income tax                     (36)           445               (189)           493
     Net income previously accrued as a component
       of loss on discontinued operations                         --             --                200             --
                                                          ----------------------------      ----------------------------
     Net income (loss) from discontinued operations        $     (58)     $     725         $     (107)     $     804
                                                          ============================      ============================

</TABLE>


<PAGE>


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

3    DISCONTINUED OPERATIONS (CONTINUED)

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

4.   DISPOSITION OF TRAILER ASSETS

On May 24, 2000, PLM International, Inc. and Marubeni America Corporation signed
an asset purchase  agreement to sell the  refrigerated and dry trailer assets of
PLM  International,  Inc. to Marubeni America  Corporation.  Consummation of the
transaction  is subject to various  conditions,  including  the  approval of PLM
shareholders,  and  closing of the  transaction  is expected to occur only after
such approval has been secured and all other conditions have been satisfied.  If
the  transaction is approved,  the trailer assets will be treated for accounting
purposes as a discontinued operation of PLM International.

It is estimated that at the closing of the sale,  Marubeni  America  Corporation
will pay approximately  $65.8 million in cash to PLM International for its 4,000
trailers and assume $49.1 million in debt and other  liabilities,  including the
operation  of PLM Trailer  Leasing's 22 trailer  yards  located  throughout  the
United  States.  The  transaction  is expected to close in the third  quarter of
2000.

5.   EQUIPMENT

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

During the six months ended June 30, 2000,  the Company  purchased  trailers for
$13.1  million and sold  trailers with a net book value of $0.2 million for $0.2
million.

The Company  classifies  equipment as held for sale if the  particular  asset is
subject  to a  pending  contract  for sale or is held for sale to an  affiliated
program.  Equipment held for sale is valued at the lower of the depreciated cost
or the fair value less the costs to sell. As of June 30, 2000,  $14.0 million of
marine containers are reported as assets held for sale. As of December 31, 1999,
the Company had no equipment held for sale.

6.   DEBT

The Company has a warehouse facility,  which is shared with PLM Equipment Growth
Fund VI (Fund VI),  PLM  Equipment  Growth & Income Fund VII,  and  Professional
Lease  Management  Income  Fund I, LLC,  that  allows 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  reduces  the amount  available  to be borrowed  by the  Company.  All
borrowings under this facility are guaranteed by the Company.  On June 30, 2000,
this facility was extended to September 30, 2000 and the amount  available to be
borrowed under the facility was reduced from $24.5 million to $9.5 million.  The
Company has been  notified by the lender that this  facility will not be renewed
upon its expiration.  The Company is currently  negotiating  with a lender for a
warehouse credit facility of $10.0-$15.0 million with similar terms. The Company
believes the facility will be in place by September 30, 2000.

As of June 30,  2000,  the  Company  had $8.9  million  outstanding  under  this
facility and Fund VI had outstanding borrowings of $0.6 million.

During the first six months of 2000, the Company borrowed $0.3 million under the
$15.0  million  credit  facility  used to  purchase  trailers.  This  facility's
outstanding balance at June 30, 2000 was $15.0 million.

During the six months  ended June 30, 2000,  the Company  repaid $2.9 million of
the senior  secured loan,  $3.8 million of the senior  secured  notes,  and $1.7
million  of the  other  secured  debt,  in  accordance  with the debt  repayment
schedules.



<PAGE>


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

7.   SHAREHOLDERS' EQUITY

During the six months ended June 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 six months ended June
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 six months  ended June 30,  2000,  80,000  shares were issued for the
exercise of stock  options.  Consequently,  the total common shares  outstanding
decreased to 7,395,510 as of June 30, 2000 from the 7,675,410  outstanding as of
December 31, 1999.

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 June 30, 2000 and 1999 was 7,638,701 and  8,066,243,  respectively.
The weighted-average  number of shares deemed outstanding for the basic earnings
per share  calculation  during the six months  ended June 30,  2000 and 1999 was
7,670,843 and 8,115,458,  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 June 30, 2000 and 1999 was  7,698,658  and  8,179,429,  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 six months ended June 30, 2000 and 1999 was 7,730,116 and
8,239,249, respectively.

8.   LEGAL MATTERS

The Company and various of its wholly owned subsidiaries are named as defendants
in a lawsuit  filed as a purported  class  action in January 1997 in the Circuit
Court of Mobile County,  Mobile,  Alabama, Case No. CV-97-251 (the Koch action).
The named  plaintiffs are six individuals  who invested in PLM Equipment  Growth
Fund IV (Fund IV), PLM Equipment  Growth Fund V (Fund V), PLM  Equipment  Growth
Fund VI (Fund VI),  and PLM  Equipment  Growth & Income Fund VII (Fund VII) (the
Partnerships),  each a California  limited  partnership  for which the Company's
wholly owned subsidiary, PLM Financial Services, Inc. (FSI), acts as the General
Partner. The complaint asserts causes of action against all defendants for fraud
and deceit, suppression, negligent misrepresentation,  negligent and intentional
breaches of fiduciary  duty,  unjust  enrichment,  conversion,  and  conspiracy.
Plaintiffs  allege that each  defendant  owed  plaintiffs  and the class certain
duties due to their  status as  fiduciaries,  financial  advisors,  agents,  and
control persons.  Based on these duties,  plaintiffs  assert  liability  against
defendants  for improper  sales and marketing  practices,  mismanagement  of the
Partnerships,   and  concealing  such   mismanagement   from  investors  in  the
Partnerships.  Plaintiffs  seek  unspecified  compensatory  damages,  as well as
punitive  damages,  and have offered to tender their limited  partnership  units
back to the defendants.

In March 1997,  the  defendants  removed the Koch action from the state court to
the United States District Court for the Southern District of Alabama,  Southern
Division  (Civil  Action No.  97-0177-BH-C)  (the  court)  based on the  court's
diversity jurisdiction. In December 1997, the court granted defendants motion to
compel  arbitration of the named  plaintiffs'  claims,  based on an agreement to
arbitrate  contained in the limited  partnership  agreement of each Partnership.
Plaintiffs appealed this decision,  but in June 1998 voluntarily dismissed their
appeal pending settlement of the Koch action, as discussed below.


<PAGE>


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

8.   LEGAL MATTERS (CONTINUED)

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

In February 1999 the parties to the Koch and Romei actions  agreed to settle the
lawsuits,  with  no  admission  of  liability  by any  defendant,  and  filed  a
Stipulation  of Settlement  with the court.  The  settlement is divided into two
parts,  a  monetary  settlement  and  an  equitable  settlement.   The  monetary
settlement  provides  for  a  settlement  and  release  of  all  claims  against
defendants  in  exchange  for payment for the benefit of the class of up to $6.6
million.  The final settlement  amount will depend on the number of claims filed
by class members,  the amount of the administrative costs incurred in connection
with the  settlement,  and the amount of attorneys' fees awarded by the court to
plaintiffs'  attorneys.  The Company will pay up to $0.3 million of the monetary
settlement,  with  the  remainder  being  funded  by an  insurance  policy.  For
settlement  purposes,  the monetary  settlement class consists of all investors,
limited partners, assignees, or unit holders who purchased or received by way of
transfer or assignment  any units in the  Partnerships  between May 23, 1989 and
June 29, 1999. 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 limited partners
will be provided the opportunity to vote against the amendments by following the
instructions  contained in  solicitation  statements that will be mailed to them
after being filed with the  Securities  and Exchange  Commission.  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 June 29,  1999 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 June
1999. The monetary settlement remains subject to certain  conditions,  including
notice to the monetary class and final  approval by the court  following a final
fairness  hearing.   The  equitable   settlement   remains  subject  to  certain
conditions, including: (a) notice to the equitable class, (b) 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,  and (c)  judicial
approval  of the  proposed  amendments  and  final  approval  of  the  equitable
settlement by the court following a final fairness  hearing.  No hearing date is
currently  scheduled for the final fairness  hearing.  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.


<PAGE>


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

8.   LEGAL MATTERS (CONTINUED)

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.

9.   PURCHASE COMMITMENTS

As of August 1, 2000,  the Company had  committed to purchase  $14.5  million of
trailer equipment.

10.  OPERATING SEGMENTS

The Company operates or operated in three operating  segments:  trailer leasing,
the  management  of  investment  programs  and  other  equipment  leasing,   and
commercial and industrial  equipment leasing and financing.  The trailer leasing
segment  includes 22 trailer rental  facilities that engage in short to mid-term
operating  leases of refrigerated and dry van trailers to a variety of customers
and  management  of trailers for the  investment  programs.  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  commercial  and  industrial
equipment  leasing  subsidiary  on March 1, 2000.  Accordingly,  this segment is
accounted for as a discontinued operation. The Company evaluates the performance
of each  segment  based on  profit  or loss from  operations  before  allocating
general and  administrative  expenses and certain  operation support expense and
before  allocating  income taxes.  The following tables present a summary of the
operating segments (in thousands of dollars):
<TABLE>
<CAPTION>

                                                                  Commercial         Management
                                                                     and           Of Investment
                                                                  Industrial          Programs
                                                                  Equipment          and Other
                                                                   Leasing        Transporatation
                                                    Trailer          and             Equipment
For the three months ended June 30, 2000            Leasing       Financing           Leasing         Other<F1>1        Total
-----------------------------------------
                                                ------------------------------------------------------------------------------
REVENUES
<S>                                              <C>           <C>               <C>               <C>          <C>
Lease income                                     $      7,808  $            --   $           264   $        --  $      8,072
Fees earned                                               185               --             1,779            --         1,964
Loss on sale or disposition of assets, net                 (8)              --                --            --            (8)
Other                                                      30               --               192            --           222
                                                ------------------------------------------------------------------------------
  Total revenues                                        8,015               --             2,235            --        10,250
                                                ------------------------------------------------------------------------------
Costs and expenses
Operations support                                      3,136               --               132           406         3,674
Depreciation and amortization                           2,529               --               239            --         2,768
General and administrative expenses                        --               --                --         1,714         1,714
                                                ------------------------------------------------------------------------------
  Total costs and expenses                              5,665               --               371         2,120         8,156
                                                ------------------------------------------------------------------------------
Operating income (loss)                                 2,350               --             1,864        (2,120)        2,094
Interest income (expense), net                         (1,054)              --              (402)          363        (1,093)
Other expense, net                                         --               --                (2)           --            (2)
                                                ------------------------------------------------------------------------------
  Income (loss) before income taxes              $      1,296  $            --   $         1,460   $    (1,757) $        999
                                                ==============================================================================

Loss from discontinued operations, net of        $         --  $           (58)  $                 $        --  $        (58)
income tax                                                                                    --
                                                ==============================================================================

Total assets as of June 30, 2000                 $     96,164  $            --   $        45,049   $     9,731  $    150,944
                                                ==============================================================================





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


<PAGE>


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

10.  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 June 30, 1999            Leasing       Financing           Leasing        Other<F1>1        Total
-----------------------------------------
                                                ------------------------------------------------------------------------------
<S>                                              <C>           <C>               <C>               <C>          <C>
Revenues
Lease income                                     $      4,986  $            --   $           438   $        --  $     5,424
Fees earned                                               196               --             2,527            --        2,723
Loss on sale or disposition of assets, net                 (3)              --                --            --           (3)
Other                                                      --               --               313            --          313
                                                ------------------------------------------------------------------------------
  Total revenues                                        5,179               --             3,278            --        8,457
                                                ------------------------------------------------------------------------------
Costs and expenses
Operations support                                      2,490               --               494           139        3,123
Depreciation and amortization                           1,780               --               122            --        1,902
General and administrative expenses                        --               --                --         2,045        2,045
                                                ------------------------------------------------------------------------------
  Total costs and expenses                              4,270               --               616         2,184        7,070
                                                ------------------------------------------------------------------------------
Operating income (loss)                                   909               --             2,662        (2,184)       1,387
Interest expense, net                                    (634)              --              (612)           --       (1,246)
Other expenses, net                                        --               --                --          (124)        (124)
                                                ------------------------------------------------------------------------------
  Income (loss) before income taxes              $        275  $            --   $         2,050   $    (2,308) $        17
                                                ==============================================================================

Income from discontinued operations, net of      $         --  $           725   $            --   $        --  $       725
income tax
                                                ==============================================================================

Total assets as of June 30, 1999                 $     73,260  $        30,498   $        34,034   $     7,728  $   145,520
                                                ==============================================================================



                                                                  Commercial        Management
                                                                     and           of Investment
                                                                  Industrial         Programs
                                                                  Equipment          and Other
                                                                   Leasing         Transportation
                                                    Trailer          and             Equipment
For the six months ended June 30, 2000              Leasing       Financing           Leasing         Other<F1>1       Total
---------------------------------------
                                                ------------------------------------------------------------------------------
Revenues
Lease income                                     $     15,053  $            --   $           309   $        --  $    15,362
Fees earned                                               358               --             3,890            --        4,248
Loss on sale or disposition of assets, net                (21)              --                --            --          (21)
Other                                                      33               --               535            --          568
                                                ----------------------------------------------------------------------------
  Total revenues                                       15,423               --             4,734            --       20,157
                                                ------------------------------------------------------------------------------
Costs and expenses
Operations support                                      6,776               --               428           743        7,947
Depreciation and amortization                           4,894               --               396            --        5,290
General and administrative expenses                        --               --                --         3,300        3,300
                                                ------------------------------------------------------------------------------
  Total costs and expenses                             11,670               --               824         4,043       16,537
                                                ------------------------------------------------------------------------------
Operating income (loss)                                 3,753               --             3,910        (4,043)       3,620
Interest income (expense), net                         (2,143)              --              (833)          566       (2,410)
Other expense, net                                         --               --                (2)           --           (2)
                                                ------------------------------------------------------------------------------
  Income (loss) before income taxes              $      1,610  $            --   $         3,075   $    (3,477) $     1,208
                                                ==============================================================================

Loss from discontinued operations, net of        $         --  $          (107)  $            --   $        --  $      (107)
 income tax
                                                ==============================================================================

Total assets as of June 30, 2000                 $     96,164  $            --   $        45,049   $     9,731  $   150,944
                                                ==============================================================================





<FN>
<F1>
--------------------------
1 Includes  interest income and costs not  identifiable to a particular  segment
such as general and administrative and certain operations support expenses.

</FN>
</TABLE>


<PAGE>


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

10.  OPERATING SEGMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                                  Commercial         Management
                                                                     and            of Investment
                                                                  Industrial          Programs
                                                                  Equipment           and Other
                                                                   Leasing         Transportation
                                                    Trailer          and             Equipment
For the six months ended June 30, 1999              Leasing       Financing           Leasing             Other<F1>1   Total
---------------------------------------         ------------------------------------------------------------------------------

<S>                                              <C>           <C>               <C>               <C>          <C>
Lease income                                     $      8,677  $            --   $           624   $        --  $     9,301
Fees earned                                               401               --             5,226            --        5,627
Loss on sale or disposition of assets, net                (12)              --                --            --          (12)
Other                                                      --               --               677            --          677
                                                ------------------------------------------------------------------------------
  Total revenues                                        9,066               --             6,527            --       15,593
                                                ------------------------------------------------------------------------------
Costs and expenses
Operations support                                      4,389               --               988           445        5,822
Depreciation and amortization                           3,239               --               240            --        3,479
General and administrative expenses                        --               --                --         3,529        3,529
                                                ------------------------------------------------------------------------------
  Total costs and expenses                              7,628               --             1,228         3,974       12,830
                                                ------------------------------------------------------------------------------
Operating income (loss)                                 1,438               --             5,299        (3,974)       2,763
Interest expense, net                                  (1,188)              --            (1,058)           --       (2,246)
Other expenses, net                                        --               --                --          (124)        (124)
                                                ------------------------------------------------------------------------------
  Income (loss) before income taxes              $        250  $            --   $         4,241   $    (4,098) $       393
                                                ==============================================================================

Income from discontinued operations, net of      $         --  $           804   $            --   $        --  $       804
 income tax
                                                ==============================================================================
Cumulative effect of accounting change,
  Net of income taxes                            $         --  $          (250)  $            --   $        --  $      (250)
                                                ==============================================================================

Total assets as of June 30, 1999                 $     73,260  $        30,498   $        34,034   $     7,728  $   145,520
                                                ==============================================================================



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



11.  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.


<PAGE>





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 2000.  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 operates 22 trailer rental  facilities doing business as PLM Trailer
Leasing that engage in short-term  and mid-term  operating  leases.  Nineteen of
these facilities operate  predominantly  refrigerated trailers used to transport
temperature-sensitive commodities,  consisting primarily of food products. Three
facilities operate only dry van  (non-refrigerated)  trailers.  During the first
six months of 2000, the Company purchased $13.1 million of refrigerated  trailer
equipment.

On May 24, 2000, PLM International, Inc. and Marubeni America Corporation signed
an asset purchase  agreement to sell the  refrigerated and dry trailer assets of
PLM  International,  Inc. to Marubeni America  Corporation.  Consummation of the
transaction  is subject to various  conditions,  including  the  approval of PLM
shareholders,  and  closing of the  transaction  is expected to occur only after
such approval has been secured and all other conditions have been satisfied.  If
the  transaction is approved,  the trailer assets will be treated for accounting
purposes as a discontinued operation of PLM International.

It is estimated that at the closing of the sale,  Marubeni  America  Corporation
will pay approximately  $65.8 million in cash to PLM International for its 4,000
trailers and assume $49.1 million in debt and other  liabilities,  including the
operation  of PLM Trailer  Leasing's 22 trailer  yards  located  throughout  the
United  States.  The  transaction  is expected to close in the third  quarter of
2000.



<PAGE>


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 expects to receive additional  proceeds
of $0.9  million in the third or fourth  quarter of 2000  related to the sale of
AFG. This amount has been disputed by the purchaser of AFG and will be submitted
to  arbitration.  The  Company  expects  to prevail  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
JUNE 30, 2000 AND 1999

The following analysis reviews the operating results of the Company:

REVENUES

                                                       For the Three Months
                                                           Ended June 30,
                                                     2000                1999
                                                  -----------------------------
                                                     (in thousands of dollars)

Operating lease income                             $     8,072      $     5,424
Management fees                                          1,923            2,079
Partnership interests and other fees                       (93)              26
Acquisition and lease negotiation fees                     134              618
Loss on the sale or disposition of assets, net              (8)              (3)
Other                                                      222              313
                                                  ------------------------------
  Total revenues                                   $    10,250      $     8,457

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

OPERATING LEASE INCOME BY EQUIPMENT TYPE:

                                                       For the Three Months
                                                           Ended June 30,
                                                     2000                1999
                                                  -----------------------------
                                                     (in thousands of dollars)

Trailers                                           $     7,808      $     4,986
Lease income from assets held for sale                     122              408
Other                                                      142               30
                                                  -----------------------------
 Total operating lease income                      $     8,072      $     5,424



<PAGE>


Operating  lease  income  includes  revenues  generated  from  assets  held  for
operating  leases and assets  held for sale that are on lease.  Operating  lease
income increased $2.6 million during the second quarter of 2000, compared to the
same quarter of 1999. An increase of $2.8 million in operating  lease income was
generated from trailer  equipment.  An increase of $2.6 million in trailer lease
income was due to an increase in the amount of this type of equipment  owned and
on operating  lease.  For the quarter ended June 30, 2000,  the average net book
value of trailer equipment was $87.5 million,  compared to $61.5 million for the
second  quarter of 1999. An increase of $0.2 million in trailer lease income was
due to higher  lease  rates in the second  quarter of 2000  compared to the same
quarter of 1999.

The increase in operating  lease income from  trailer  equipment  was  partially
offset by a $0.3 million  decrease in  operating  lease  income  generated  from
assets  held for sale.  For 17 days in the second  quarter of 2000,  the Company
owned $14.0 million in marine  containers  which the Company earned $0.1 million
in operating lease income.  These marine  containers are reported as assets held
for sale on the  consolidated  June 30, 2000  balance  sheet.  During the second
quarter of 1999, the Company owned $6.8 million in marine  containers  that were
sold during the three months ended June 30, 1999 to affiliated programs at cost,
which  approximated  their fair market value. The Company earned $0.4 million in
operating lease income on these marine  containers  during the second quarter of
1999.

MANAGEMENT FEES:

Management fees are, for the most part, based on the gross revenues generated by
equipment under  management.  Management fees were $1.9 million and $2.1 million
for the  quarters  ended June 30, 2000 and 1999,  respectively.  The decrease in
management  fees 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 and losses
of the  Company's  affiliated  programs.  The net  losses  from  the  affiliated
programs  was $0.1 million for the quarter  ended June 30, 2000  compared to the
net earnings from the affiliated  programs of $0.4 million for the quarter ended
June 30, 1999. The decrease in net earnings and losses, and distribution  levels
compared to 1999,  resulted from the reduction in the equipment portfolio of the
affiliated  programs.  In addition,  a decrease of $0.4 million in the Company's
residual  interests in the programs was recorded  during the quarter  ended June
30,  1999. A similar  reduction  was not required in the three months ended June
30, 2000.

ACQUISITION AND LEASE NEGOTIATION FEES:

During  the  quarter  ended June 30,  2000,  the  Company,  on behalf of the EGF
programs,  purchased transportation equipment for $2.8 million,  compared to the
Company  purchasing $29.9 million of  transportation  and other equipment during
the  quarter  ended June 30,  1999,  resulting  in a $0.5  million  decrease  in
acquisition and lease  negotiation fees. During the quarter ended June 30, 1999,
the Company did not take acquisition and lease negotiation fees on $16.6 million
of this equipment, as the Company has reached certain fee limitations for one of
its limited partnership programs per the partnership  agreement.  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.

LOSS ON THE SALE OR DISPOSITION OF ASSETS, NET:

During the quarter ended June 30, 2000,  the Company  recorded an $8,000 loss on
the sale or disposition of trailer equipment.  During the quarter ended June 30,
1999,  the Company  recorded a $3,000 loss on the sale or disposition of trailer
equipment.


<PAGE>


COSTS AND EXPENSES

                                             For the Three Months
                                                Ended June 30,
                                       2000                         1999
                                    -----------------------------------------
                                         (in thousands of dollars)

Operations support                  $     3,674             $      3,123
Depreciation and amortization             2,768                    1,902
General and administrative                1,714                    2,045
                                   -----------------------------------------
  Total costs and expenses          $     8,156             $      7,070


OPERATIONS SUPPORT:

Operations  support expense,  including salary and  office-related  expenses for
operational  activities,  equipment  insurance,  repair and  maintenance  costs,
equipment remarketing costs, and provision for doubtful accounts, increased $0.6
million (18%) for the quarter ended June 30, 2000, compared to the quarter ended
June 30, 1999. Operations support expense related to the trailer leasing segment
increased $0.6 million due to the expansion of PLM Rental,  with the addition of
rental yards in 1999 and additional trailer purchases in 1999 and 2000.

DEPRECIATION AND AMORTIZATION:

Depreciation  and  amortization  expense  increased  $0.9 million  (46%) for the
quarter ended June 30, 2000,  compared to the quarter  ended June 30, 1999.  The
increase resulted  primarily from an increase in refrigerated  trailer equipment
on operating lease at PLM Trailer Leasing.

GENERAL AND ADMINISTRATIVE:

General and  administrative  expenses  decreased  $0.3 million  (16%) during the
quarter ended June 30, 2000,  compared to the quarter  ended June 30, 1999.  The
decrease was a result of a decrease in net  compensation  and  benefits  expense
caused by a reduction in staffing.

OTHER INCOME AND EXPENSES
                                              For the Three Months
                                                 Ended June 30,
                                         2000                         1999
                                       -----------------------------------------
                                           (in thousands of dollars)

Interest expense                       $    (1,493)            $     (1,342)
Interest income                                400                       96
Other expense                                   (2)                    (124)

INTEREST EXPENSE:

Interest expense  increased $0.2 million (11%) during the quarter ended June 30,
2000,  compared  to the  quarter  ended June 30,  1999,  due to an  increase  in
borrowings  of other  secured  debt to fund trailer  purchases.  The increase in
interest  expense caused by these increased  borrowings was partially  offset by
lower  interest  expense  resulting from  reductions in the amounts  outstanding
under the senior secured debt agreements.



<PAGE>


INTEREST INCOME:

Interest income  increased $0.3 million (317%) during the quarter ended June 30,
2000,  compared to the same quarter of 1999, as a result of higher  average cash
balances during the quarter ended June 30, 2000, compared to the same quarter of
1999. The increase in cash balances resulted from the proceeds received from the
sale of AFG.

OTHER EXPENSES, NET:

Other  expenses  decreased  $0.1 million (98%) during the quarter ended June 30,
2000,  compared to the same quarter of 1999.  Other expenses of $0.1 million for
the  quarter  ended June 30,  1999 are mainly  related  to the  settlement  of a
lawsuit.  No similar  expenses were  incurred  during the quarter ended June 30,
2000.

PROVISION FOR INCOME TAXES:

For the three months ended June 30, 2000,  the provision for income tax was $0.4
million,  representing an effective rate of 38%. For the three months ended June
30, 1999, the provision for income taxes was $21,000,  representing an effective
rate of 124%.  The  decrease in the  effective  rate of 86% was due to increased
pretax  income,  which  diminished the effect of certain  permanent  differences
between tax and book income.

NET INCOME FROM DISCONTINUED OPERATIONS

In October  1999,  the  Company  agreed to sell its  commercial  and  industrial
equipment  subsidiary American Finance Group, Inc. (AFG) 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  was
completed on March 1, 2000. Accordingly, the Company's commercial and industrial
leasing  operations  are  accounted  for as a  discontinued  operation and prior
periods have been restated.

Net income (loss) from  discontinued  operations  for the quarter ended June 30,
2000 and 1999 are as follows (in thousands of dollars):

                                                         2000             1999
                                                  ------------------------------
  REVENUES
  Operating lease income                            $        --      $    2,155
  Finance lease income                                       --           2,730
  Management fees                                            --             192
  Gain on sale or disposition of assets, net                 --           1,320
  Other                                                      --             551
                                                  ------------------------------
      Total revenues                                         --           6,948
                                                  ------------------------------

  COSTS AND EXPENSES
  Operations support                                         46           1,648
  Depreciation and amortization                              --           1,761
                                                  ------------------------------
      Total costs and expenses                               46           3,409
                                                  ------------------------------

  Operating income (loss)                                   (46)          3,539
  Interest expense, net                                     (48)         (2,343)
  Other expenses                                             --             (26)
                                                 -------------------------------
    Income (loss) before income taxes                       (94)          1,170
  Provision for (benefit from) income taxes                 (36)            445
                                                 -------------------------------
  Net income (loss) from discontinued operations    $       (58)     $      725
                                                 ===============================

The decrease in all revenues and expenses for the second quarter of 2000 was due
to the sale of AFG on March 1, 2000. Included in discontinued operations for the
three months ended June 30, 2000 are $48,000 of costs related to the  settlement
of swap  agreements  as well as $46,000 of legal  fees.  Both were  incurred  in
connection with the sale of AFG.



<PAGE>


NET INCOMe

As a result of the  foregoing,  for the three months  ended June 30,  2000,  net
income  was  $0.6  million,   resulting  in  basic  and  diluted   earnings  per
weighted-average common share outstanding of $0.07. For the same period of 1999,
net  income  was $0.7  million,  resulting  in basic and  diluted  earnings  per
weighted-average common share outstanding of $0.09.

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

The following analysis reviews the operating results of the Company:

REVENUES

                                                      For the Six Months
                                                         Ended June 30,
                                                  2000                   1999
                                                ------------------------------
                                                      (in thousands of dollars)

Operating lease income                          $    15,362       $      9,301
Management fees                                       3,907              4,232
Partnership interests and other fees                    188                316
Acquisition and lease negotiation fees                  153              1,079
Loss on the sale or disposition of assets, net          (21)               (12)
Other                                                   568                677
                                                -------------------------------
  Total revenues                                $    20,157       $     15,593

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

OPERATING LEASE INCOME BY EQUIPMENT TYPE:

                                                       For the Six Months
                                                         Ended June 30,
                                                   2000                   1999
                                                -------------------------------
                                                    (in thousands of dollars)

Trailers                                        $    15,053       $      8,677
Lease income from assets held for sale                  122                587
Other                                                   187                 37
                                               --------------------------------
  Total operating lease income                  $    15,362       $      9,301

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 $6.1 million during six months ended June 30, 2000, compared to
the six months  ended June 30,  1999.  An increase of $6.4  million in operating
lease income was generated from trailer  equipment.  An increase of $6.0 million
in trailer  lease  income was due to an  increase  in the amount of this type of
equipment owned and on operating  lease. For the six months ended June 30, 2000,
the average net book value of trailer  equipment was $75.9 million,  compared to
$58.3  million  for the six months  ended June 30,  1999.  An  increase  of $0.4
million in trailer  lease income was due to higher lease rates in the six months
ended June 30, 2000 compared to the same period of 1999.

The increase in operating  lease income from  trailer  equipment  was  partially
offset by a $0.5 million  decrease in  operating  lease  income  generated  from
assets held for sale.  During the six months  ended June 30,  2000,  the Company
owned $14.0 million in marine  containers  for 17 days which the Company  earned
$0.1 million in operating  lease income.  The marine  containers are reported as
assets held for sale on the consolidated  balance sheet on June 30, 2000. During
the six months ended June 30, 1999,  the Company  owned $13.8  million in marine
containers  that  were  sold  during  the six  months  ended  June  30,  1999 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 six months ended June 30, 1999.

MANAGEMENT FEES:

Management fees are, for the most part, based on the gross revenues generated by
equipment under  management.  Management fees were $3.9 million and $4.2 million
for the six months ended June 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 $0.2  million and $0.8  million for the six months  ended June 30, 2000 and
1999,  respectively.  The decrease in net earnings and  distribution  levels and
residual interests in 2000, compared to 1999, resulted from the reduction in the
equipment portfolio of the affiliated programs.  In addition, a decrease of $0.5
million in the Company's  residual interests in the programs was recorded during
the six months ended June 30, 1999. A similar  reduction was not required in the
six months ended June 30, 2000.

ACQUISITION AND LEASE NEGOTIATION FEES:

During the six months  ended June 30, 2000,  the  Company,  on behalf of the EGF
programs,  purchased  transportation  and  other  equipment  for  $5.0  million,
compared to the Company  purchased  $37.1  million of  transportation  and other
equipment during the six months ended June 30, 1999, resulting in a $0.9 million
decrease in  acquisition  and lease  negotiation  fees.  The Company has reached
certain fee  limitations  for one of its limited  partnership  programs  per the
partnership  agreement.  During the six months ended June 30, 2000 and 1999, the
Company did not take acquisition and lease  negotiation fees on $2.2 million and
$16.6  million,  respectively,  of  this  equipment.  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.

LOSS ON THE SALE OR DISPOSITION OF ASSETS, NET:

During the six months ended June 30, 2000,  the Company  recorded a $21,000 loss
on the sale or  disposition  of trailer  equipment.  During the six months ended
June 30, 1999, the Company recorded a $12,000 loss on the sale or disposition of
trailer equipment.

COSTS AND EXPENSES

                                           For the Six Months
                                             Ended June 30,
                                      2000                         1999
                                 -----------------------------------------
                                       (in thousands of dollars)

Operations support                $     7,947             $      5,822
Depreciation and amortization           5,290                    3,479
General and administrative              3,300                    3,529
                                -----------------------------------------
  Total costs and expenses        $    16,537             $     12,830


<PAGE>


OPERATIONS SUPPORT:

Operations  support expense,  including salary and  office-related  expenses for
operational  activities,  equipment  insurance,  repair and  maintenance  costs,
equipment remarketing costs, and provision for doubtful accounts, increased $2.1
million (37%) for the six months ended June 30, 2000, compared to the six months
ended June 30, 1999.  Operations  support expense related to the trailer leasing
segment  increased  $2.4 million due to the  expansion  of PLM Rental,  with the
addition of rental yards in 1999 and  additional  trailer  purchases in 1999 and
2000.  This  increase  was  partially  offset  by a  $0.3  million  decrease  in
operations support expenses related to the management of investment programs and
other  transportation  equipment-leasing  segment and other  activities due to a
reduction in the size of the managed equipment portfolio.

DEPRECIATION AND AMORTIZATION:

Depreciation and amortization  expense  increased $1.8 million (52%) for the six
months ended June 30, 2000,  compared to the six months ended June 30, 1999. The
increase  resulted  from  an  increase  in  refrigerated  trailer  equipment  on
operating lease at PLM Trailer Leasing.

GENERAL AND ADMINISTRATIVE:

General and  administrative  expenses decreased $0.2 million (7%) during the six
months ended June 30, 2000,  compared to the six months ended June 30, 1999. The
decrease was a result of a decrease in net  compensation  and  benefits  expense
caused by a reduction in staffing.

OTHER INCOME AND EXPENSES

                                           For the Six Months
                                             Ended June 30,
                                    2000                     1999
                                -----------------------------------------
                                       (in thousands of dollars)

Interest expense               $    (3,013)            $     (2,439)
Interest income                        603                      193
Other expense                           (2)                    (124)

INTEREST EXPENSE:

Interest  expense  increased $0.6 million (24%) during the six months ended June
30, 2000,  compared to the six months ended June 30, 1999, due to an increase in
borrowings  of other  secured  debt to fund trailer  purchases.  The increase in
interest  expense caused by these increased  borrowings was partially  offset by
lower  interest  expense  resulting from  reductions in the amounts  outstanding
under the senior secured debt agreements.

INTEREST INCOME:

Interest  income  increased $0.4 million (212%) during the six months ended June
30,  2000,  compared to the same period of 1999,  as a result of higher  average
cash  balances  during the six months ended June 30, 2000,  compared to the same
period  of 1999.  The  increase  in cash  balances  resulted  from the  proceeds
received from the sale of AFG.

OTHER EXPENSES, NET:

Other expenses decreased $0.1 million (98%) during the six months ended June 30,
2000,  compared to the same period of 1999.  Other  expenses of $0.1 million for
the six months  ended June 30, 1999 are mainly  related to the  settlement  of a
lawsuit.  No similar expenses were incurred during the six months ended June 30,
2000.




<PAGE>


PROVISION FOR INCOME TAXES:

For the six months ended June 30, 2000,  the  provision  for income tax was $0.5
million,  representing  an effective  rate of 38%. For the six months ended June
30, 1999,  the  provision  for income taxes was $0.2  million,  representing  an
effective  rate of 42%.  The  decrease  in the  effective  rate of 4% was due to
increased  pretax  income,  which  diminished  the effect of  certain  permanent
differences between tax and book income.

NET INCOME FROM DISCONTINUED OPERATIONS

Net income (loss) from discontinued operations for the six months ended June 30,
2000 and 1999 are as follows (in thousands of dollars):

                                                     2000             1999
                                               -------------------------------
  REVENUES
  Operating lease income                        $     1,841      $    4,380
  Finance lease income                                1,650           5,877
  Management fees                                       100             407
  Gain on sale or disposition of assets, net             40           1,642
  Other                                                 445           1,113
                                              -----------------------------
    Total revenues                                    4,076          13,419
                                              -------------------------------

  COSTS AND EXPENSES
  Operations support                                  1,412           2,780
  Depreciation and amortization                       1,505           3,583
                                              -------------------------------
      Total costs and expenses                        2,917           6,363
                                              -------------------------------

  Operating income                                    1,159           7,056
  Interest expense, net                              (1,655)         (4,785)
  Other expenses                                         --            (974)
                                              -------------------------------
    Income (loss) before income taxes                  (496)          1,297
  Provision for (benefit from) income taxes            (189)            493
  Net income previously accrued as a component
    of loss on discontinued operations                  200              --
                                              -------------------------------
  Net income (loss) from discontinued
    operations                                 $       (107)     $      804
                                               ===============================

The  decrease in all revenues and expense was due to the sale of AFG on March 1,
2000. Included in discontinued operations for the six months ended June 30, 2000
are $48,000 of costs  related to the  settlement  of swap  agreements as well as
$46,000 of legal fees. Both were incurred in connection with the sale of AFG.

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.



<PAGE>


NET INCOME

As a result of the foregoing, for the six months ended June 30, 2000, net income
was $0.6 million,  resulting in basic and diluted earnings per  weighted-average
common share  outstanding of $0.08.  For the same period of 1999, net income was
$0.8  million,  resulting  in basic and diluted  earnings  per  weighted-average
common share outstanding of $0.10, and $0.09, 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,  on the
continued  remarketing  of the equipment  portfolio at similar lease rates,  the
management of existing  sponsored  programs,  the  effectiveness of cost control
programs,  the  purchase  and  sale of  equipment,  and  additional  borrowings.
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 is
also used to  temporarily  finance the  purchase of trailers  prior to permanent
financing  being  obtained.  On June 30,  2000,  this  facility  was extended to
September  30, 2000 and the amount  available to be borrowed  under the facility
was reduced from $24.5 million to $9.5 million. The Company has been notified by
the lender  that this  facility  will not be renewed  upon its  expiration.  The
Company is currently  negotiating  with a lender for a warehouse credit facility
of  $10.0-$15.0  million with similar terms.  The Company  believes the facility
will be in place by September 30, 2000.

This  facility  is  shared  with PLM  Equipment  Growth  Fund VI (EGF  VI),  PLM
Equipment Growth & Income Fund VII (EGF VII), and Professional  Lease Management
Income  Fund I, LLC  (Fund  I).  Borrowings  under  this  facility  by the other
eligible  borrowers  reduce the amount  available to be borrowed by the Company.
All borrowings under this facility are guaranteed by the Company.  This facility
provides  80%  financing  for  transportation   assets.  The  Company  can  hold
transportation  assets under this facility for up to 150 days.  Interest accrues
at prime or LIBOR plus 162.5 basis points,  at the option of the Company.  As of
June 30 and August 1, 2000,  the Company had $8.9  million in  borrowings  under
this facility and EGF VI had borrowings of $0.6 million.

SENIOR SECURED NOTES: The Company's senior secured notes agreement, which had an
outstanding  balance of $16.9  million  as of June 30,  2000 and August 1, 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.

SENIOR  SECURED LOAN:  The  Company's  senior loan with a syndicate of insurance
companies,  which had an outstanding balance of $5.9 million as of June 30, 2000
and August 1, 2000, provides that equipment sale proceeds from pledged equipment
or cash  deposits  be  placed  into a  collateral  account  or used to  purchase
additional  equipment to the extent  required to meet  certain  debt  covenants.
Pledged  equipment  for this loan  consists of virtually  all trailer  equipment
purchased prior to August 1998. As of June 30, 2000, the cash collateral balance
for this loan was zero.  During the six months ended June 30, 2000,  the Company
repaid $2.9 million on this  facility.  The facility bears interest at 9.78% and
required  quarterly  interest  payments  through June 30, 1997,  with  quarterly
principal payments of $1.5 million plus interest charges beginning June 30, 1997
and  continuing  until  termination  of the  loan  in  June  2001.  The  Company
anticipates  that this facility will be repaid  concurrent  with the sale of the
trailer assets of the Company.  The Company  estimates that it will incur a $0.1
million penalty to prepay this facility.


<PAGE>


OTHER  SECURED  DEBT:  As of June 30,  2000 and August 1, 2000,  the Company had
$34.2 million and $33.9 million outstanding under eight debt agreements, bearing
interest from 5.35% to 7.05%,  each with payments of $0.1 million due monthly in
advance. The debt is secured by certain trailer equipment and allows the Company
to buy the equipment at a fixed price at the end of the loan. The final payments
under these eight debt agreements  total $9.1 million due between  December 2005
and October 2006.

In the second quarter of 1999,  the Company  entered into a $15.0 million credit
facility  loan  agreement  bearing  interest at LIBOR plus 1.5%.  This  facility
allows the Company to borrow up to $15.0 million within a one-year period. As of
June 30, 2000 and August 1, 2000,  the Company had borrowed  $15.0 million under
this facility. Payments of $0.5 million are due quarterly beginning August 2000,
with a final payment of $3.3 million due August 2006.

The purchaser of the trailer assets will assume the other secured debt.

TRAILER LEASING:

The Company operates 22 trailer rental  facilities that engage in short-term and
mid-term operating leases.  Nineteen of these facilities  operate  predominantly
refrigerated  trailers  used  to  transport  temperature-sensitive  commodities,
consisting  primarily of food products.  Three  facilities  operate only dry van
(non-refrigerated)  trailers.  During the six months  ended June 30,  2000,  the
Company  purchased  $13.1  million of primarily  refrigerated  trailers and sold
refrigerated  and dry van  trailers  with a net book value of $0.2  million  for
proceeds  of  $0.2.  The  net  proceeds  from  the  sale  of  assets  that  were
collateralized  as part of the senior loan  facility were placed in a collateral
account.

On May 24, 2000, PLM International, Inc. and Marubeni America Corporation signed
an asset purchase  agreement to sell the  refrigerated and dry trailer assets of
PLM  International,  Inc. to Marubeni America  Corporation.  Consummation of the
transaction  is subject to various  conditions,  including  the  approval of PLM
shareholders,  and  closing of the  transaction  is expected to occur only after
such approval has been secured and all other conditions have been satisfied.  If
the  transaction is approved,  the trailer assets will be treated for accounting
purposes as a discontinued operation of PLM International.

It is estimated that at the closing of the sale,  Marubeni  America  Corporation
will pay approximately  $65.8 million in cash to PLM International for its 4,000
trailers and assume $49.1 million in debt and other  liabilities,  including the
operation  of PLM Trailer  Leasing's 22 trailer  yards  located  throughout  the
United  States.  The  transaction  is expected to close in the third  quarter of
2000.

STOCK REPURCHASE PROGRAM:

In  December  1998,  the  Company  announced  that its  Board of  Directors  had
authorized the  repurchase of up to $5.0 million of the Company's  common stock.
The Company  completed  this stock  repurchase  program in the second quarter of
2000. The Company repurchased 828,325 shares under this plan for $5.0 million.

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
August 1.  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.

                               * * * * * * * * * *

Management believes that, through debt and equity financing,  sales of equipment
and business  segments,  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.



<PAGE>


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 various borrowing facilities.  Increases in
interest  rates to the  Company,  which may cause the Company to raise the rates
charged to its customers, could in turn, result in a reduction in demand for the
Company's lease  financing.  The Company's  warehouse  credit  facility,  senior
secured  notes,  and $15.0  million of its other  secured debt are variable rate
debt. 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 $0.1 million in the remainder of 2000, $0.2 million in 2001,
$0.1  million in 2002,  and $0.1  million in 2003.  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 $0.3 million in
the  remainder  of 2000,  $0.4 million in 2001,  $0.3 million in 2002,  and $0.2
million in 2003.

















                      This space intentionally left blank.


<PAGE>



                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

See Note 8 to the consolidated financial statements.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)  Exhibits

10.1    Third Amendment to Stock Sales Agreement among PLM  International,  Inc.
        and Guaranty Federal Bank dated July 5, 2000.

10.2    Asset Purchase  Agreement  among Marubeni  America  Corporation  and PLM
        International, Inc. dated May 24, 2000.

10.3    Termination  of  Severance  Agreement  dated  July 7, 2000  between  PLM
        Financial Services, Inc. and Stephen M. Bess.

10.4    Severance  Agreement dated July 7, 2000 between PLM International,  Inc.
        and Stephen M. Bess.

10.5    Fourth Amendment to Stock Sales Agreement among PLM International, Inc.
        and Guaranty Federal Bank dated July 31, 2000.

<PAGE>





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


                                     PLM INTERNATIONAL, INC.



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






Date: August 1, 2000


<PAGE>