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 and
         Exchange Act of 1934 For the fiscal quarter ended March 31, 1997.

                                       or

[  ]     Transition Report Pursuant to Section 13 or 15(d) of the 
         Securities and 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 April 23, 1997 - 9,203,331 shares


<PAGE>



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


                                                                                                      For the three months
                                                                                                         ended March 31,
                                                                                                       1997           1996
                                                                                                    --------------------------

       <S>                                                                                           <C>           <C>       
       Revenues:
         Operating leases                                                                            $ 4,229       $  5,046  
         Finance lease income                                                                          1,814            322
         Management fees                                                                               2,861          2,553
         Partnership interests and other fees                                                            486            992
         Acquisition and lease negotiation fees                                                          178          1,555
         Aircraft brokerage and services                                                                 674            687
         Gain on the sale or disposition of assets, net                                                1,368            800
         Other                                                                                           841            446
                                                                                                    --------------------------
           Total revenues                                                                             12,451         12,401

       Costs and expenses:
         Operations support                                                                            4,164          5,113
         Depreciation and amortization                                                                 2,205          2,709
         General and administrative                                                                    1,916          2,095
                                                                                                    --------------------------
           Total costs and expenses                                                                    8,285          9,917
                                                                                                    --------------------------

       Operating income                                                                                4,166          2,484

       Interest expense                                                                                2,642          1,442
       Interest income                                                                                   386            237
       Other expense, net                                                                                 21             26
                                                                                                    --------------------------
       Income before income taxes                                                                      1,889          1,253

       Provision for income taxes                                                                        608            461
                                                                                                    --------------------------

       Net income to common shares                                                                   $ 1,281       $    792  
                                                                                                    ==========================

       Earnings per common share outstanding                                                         $  0.14       $   0.07  
                                                                                                    ==========================

</TABLE>
















             See accompanying notes to these consolidated financial
                                  statements.



<PAGE>


                             PLM INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                            March 31,             December 31,
                                                                               1997                   1996
                                                                         ----------------------------------------
                                                                                     (in thousands)
                                                      ASSETS
   <S>                                                                     <C>                      <C>       
   Cash and cash equivalents                                               $     13,995             $    7,638
   Receivables                                                                    3,966                  5,286
   Receivables from affiliates                                                    4,802                  6,019
   Investment in direct finance leases, net                                      67,425                 69,994
   Loans receivable                                                               6,017                  5,718
   Equity interest in affiliates                                                 29,577                 30,407
   Assets held for sale                                                              --                  6,222
   Transportation equipment held for operating leases                            65,175                 66,546
     Less accumulated depreciation                                              (41,618 )              (41,750 )
                                                                         ------------------------------------------
                                                                                 23,557                 24,796
   Commercial and industrial equipment held for operating leases                 15,786                 15,930
     Less accumulated depreciation                                               (3,182 )               (2,302 )
                                                                         ------------------------------------------
                                                                                 12,604                 13,628
   Restricted cash and cash equivalents                                          20,130                 17,828
   Other, net                                                                    11,887                 11,213
                                                                         ------------------------------------------
       Total assets                                                        $    193,960             $  198,749
                                                                         ==========================================

                             LIABILITIES, MINORITY INTEREST, AND SHAREHOLDERS' EQUITY

   Liabilities:
     Short-term secured debt                                               $     22,524             $   30,966
     Senior secured loan                                                         25,000                 25,000
     Senior secured notes                                                        18,000                 18,000
     Other secured debt                                                             556                    618
     Nonrecourse securitization facility                                         47,674                 45,392
     Payables and other liabilities                                              16,024                 16,757
     Deferred income taxes                                                       16,030                 15,334
                                                                         ------------------------------------------
       Total liabilities                                                        145,808                152,067

   Minority interest                                                                367                    362

   Shareholders' Equity:
     Common  stock,  $.01 par value,  50,000,000  shares  authorized,  
       9,209,431 issued and outstanding at March 31, 1997 and 
       9,142,761 at December 31, 1996                                                            117                    117
     Paid-in capital, in excess of par                                           77,778                 77,778
     Treasury stock (3,386,960 and 3,453,630 shares at
        respective dates)                                                       (12,143 )              (12,382 )
                                                                         ------------------------------------------
                                                                                 65,752                 65,513
   Accumulated deficit                                                          (17,967 )              (19,193 )
                                                                         ------------------------------------------
   Total shareholders' equity                                                    47,785                 46,320
                                                                         ------------------------------------------
       Total liabilities, minority interest, and shareholders' equity      $    193,960             $  198,749
                                                                         ==========================================
</TABLE>




                        See accompanying notes to these  consolidated  financial
statements.


<PAGE>


                             PLM INTERNATIONAL, INC.
               CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'
            EQUITY For the Year Ended December 31, 1996 and the Three
                           Months Ended March 31, 1997
                                 (in thousands)


<TABLE>
<CAPTION>



                                                 Common Stock
                                   -----------------------------------------

                                               Paid-in
                                              Capital in                                             Total
                                     At         Excess          Treasury       Accumulated       Shareholders'
                                     Par        of Par           Stock           Deficit             Equity
                                   -------------------------------------------------------------------------------

<S>                                <C>        <C>             <C>              <C>              <C>            
Balances, December 31, 1995        $ 117      $  77,743       $   (5,931 )     $  (23,309 )     $        48,620
Net income                                                                          4,095                 4,095
Common stock repurchases                                          (6,451 )                               (6,451 )
Exercise of stock options                            35                                                      35
Translation gain                                                                       21                    21
                                   -------------------------------------------------------------------------------
Balances, December 31, 1996          117         77,778          (12,382 )        (19,193 )              46,320

Net income                                                                          1,281                 1,281
Reissuance of treasury stock                                         239              (38 )                 201
Translation loss                                                                      (17 )                 (17 )
                                   ===============================================================================
Balances, March 31, 1997           $ 117      $  77,778       $  (12,143 )     $  (17,967 )     $        47,785
                                   ===============================================================================

</TABLE>






























             See accompanying notes to these consolidated financial
                                  statements.

<PAGE>


                             PLM INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                                                For the three months
                                                                                                  ended March 31,
                                                                                              1997               1996
                                                                                           -------------------------------
   <S>                                                                                     <C>                <C>       
   Operating activities:
     Net income                                                                            $   1,281          $     792 
     Adjustments to reconcile net income to net cash
       provided by operating activities:
         Depreciation and amortization                                                         2,205              2,709
         Foreign currency translation                                                            (17 )              (14 )
         Increase in deferred income taxes                                                       696                494
         Gain on sale or disposition of assets, net                                           (1,368 )             (800 )
         Undistributed residual value interests                                                  108                (91 )
         Minority interest in net income of subsidiaries                                           5                  2
         Increase (decrease) in payables and other liabilities                                 1,018               (759 )
         Decrease (increase) in receivables and receivables from affiliates                    2,537               (462 )
         Cash distributions from affiliates in excess of income accrued                          722                621
         Increase in other assets                                                             (1,096 )             (584 )
                                                                                           -------------------------------
           Net cash provided by operating activities                                           6,091              1,908
                                                                                           -------------------------------

   Investing activities:
     Additional investment in affiliates                                                          --             (3,076 )
     Principal payments received on finance leases                                             3,832                650
     Principal payments received on loans                                                        478                 --
     Investment in direct finance leases                                                     (16,528 )          (15,327 )
     Investment in loans receivable                                                             (777 )               --
     Purchase of equipment                                                                   (16,461 )          (21,905 )
     Proceeds from  the sale of transportation equipment for lease                             4,717                381
     Proceeds from the sale of assets held for sale                                           15,600              1,431
     Proceeds from the sale of commercial and industrial
       equipment to institutional investment program                                           7,556             14,424
     Proceeds from the sale of commercial and industrial equipment to
       third parties                                                                          10,373                 --
     Sale of investment in subsidiary                                                             --                372
     (Increase) decrease in restricted cash and restricted cash equivalents                   (2,302 )              997
                                                                                           -------------------------------
           Net cash provided by (used in) investing activities                                 6,488            (22,053 )
                                                                                           -------------------------------
</TABLE>


(Continued)
















             See accompanying notes to these consolidated financial
                                  statements.


<PAGE>


                             PLM INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                                                For the three months
                                                                                                  ended March 31,
                                                                                              1997               1996
                                                                                           -------------------------------

   <S>                                                                                      <C>                  <C>   
   Financing activities:
     Borrowings of short-term secured debt                                                  $ 23,360             12,550
     Repayment of short-term secured debt                                                    (31,802 )           (4,844 )
     Repayment of other secured debt                                                             (62 )               --
     Borrowings under securitization facility                                                  5,680             15,640
     Repayment of securitization facility                                                     (3,398 )           (7,454 )
     Repayment of subordinated debt                                                               --             (2,875 )
     Repurchase of treasury stock                                                                 --                (99 )
     Proceeds from exercise of stock options                                                      --                  4
                                                                                           -------------------------------
         Net cash (used in) provided by financing activities                                  (6,222 )           12,922
                                                                                           -------------------------------

   Net increase (decrease) in cash and cash equivalents                                        6,357             (7,223 )
   Cash and cash equivalents at beginning of period                                            7,638             13,764
                                                                                           ===============================
   Cash and cash equivalents at end of period                                               $ 13,995          $   6,541 
                                                                                           ===============================

   Supplemental information - net cash paid for:

     Interest                                                                               $  2,626          $   1,178 
                                                                                           ===============================

     Income taxes                                                                           $     15          $     765 
                                                                                           ===============================

</TABLE>
























             See accompanying notes to these consolidated financial
                                  statements.


<PAGE>


                             PLM INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1997


1.   General

In the opinion of management,  the accompanying unaudited consolidated financial
statements   contain   all   adjustments   necessary   to  present   fairly  PLM
International,  Inc.'s (the Company's)  financial  position as of March 31, 1997
and December 31, 1996, the statements of income for the three months ended March
31, 1997 and 1996, the statements of cash flows for the three months ended March
31, 1997 and 1996, and the statements of changes in shareholders' equity for the
year ended December 31, 1996 and the three months ended March 31, 1997.  Certain
information and footnote  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,  1996,  on file  with  the  Securities  and  Exchange
Commission.

2.   Reclassifications

Certain  amounts in the 1996  financial  statements  have been  reclassified  to
conform to the 1997 presentation.

3.   Financing Transaction Activities

The Company's  wholly-owned  subsidiary,  American  Finance Group,  Inc.  (AFG),
originates  and  manages  lease  and loan  transactions  on new  commercial  and
industrial equipment.  The majority of these leases are accounted for as finance
leases while some are  accounted  for as loans or operating  leases.  During the
three months ended March 31, 1997, the Company funded $16.5 million in equipment
which was placed on finance  leases.  Also during the first quarter of 1997, the
Company sold  equipment  on finance  leases with an original  equipment  cost of
$15.4 million,  which  resulted in a net gain of $0.8 million.  During the first
quarter of 1997,  the Company funded loans of $0.8 million which were secured by
commercial and industrial equipment.

4.   Equipment

Equipment  held for  operating  leases  includes  transportation  equipment  and
commercial and industrial  equipment which are depreciated  over their estimated
useful lives.

During the first quarter of 1997,  the Company funded $3.3 million in commercial
and industrial  equipment which was placed on operating leases.  Also during the
first quarter of 1997,  the Company sold  commercial  and  industrial  equipment
which were on  operating  leases with an original  cost of $3.2  million for its
approximate net book value .

The  Company  classifies  assets  as held  for sale if the  particular  asset is
subject  to a  pending  contract  for sale or is held for sale to an  affiliated
partnership.  Equipment held for sale is valued at the lower of depreciated cost
or fair value less costs to sell. At December 31, 1996,  the Company had a 25.5%
interest in a mobile offshore  drilling unit (rig) with a net book value of $5.1
million held for sale to an affiliated  program.  Also at December 31, 1996, two
commuter  aircraft  with a combined net book value of $1.1 million were held for
sale.  The rig was sold at cost to an affiliated  program in March 1997. The two
commuter  aircraft  were sold in February  1997 for their  approximate  net book
value to an  unaffiliated  third party.  During the first  quarter of 1997,  the
Company  purchased an additional mobile offshore drilling unit for $10.5 million
which was  subsequently  resold during the quarter to an  affiliated  program at
cost. Also during the first quarter of 1997, the Company  purchased a commercial
aircraft for $2.5 million which it subsequently  sold to an  unaffiliated  third
party for a gain of $0.4 million.  At March 31, 1997,  the Company had no assets
held for sale.

Periodically,  the Company will purchase groups of assets whose ownership may be
allocated among affiliated  programs and the Company.  Generally in these cases,
only assets that are on lease will be purchased by the affiliated programs.  The
Company will generally  assume the ownership and  remarketing  risks  associated
with off-lease equipment. Allocation of the purchase price will be determined by
a  combination  of  third  party  industry  sources,  recent  transactions,  and
published fair

<PAGE>


4.   Equipment (continued)

market value  references.  During the three  months  ended March 31,  1996,  the
Company realized $0.7 million of gains from the sale of 64 railcars purchased as
part of a group of assets by the Company in 1995.

5.   Debt

Assets  acquired  and held on an interim  basis for  placement  with  affiliated
partnerships  or purchased  with the intent of permanent  financing  through the
Company's securitization facility have, from time to time, been partially funded
by a $50.0 million short-term equipment acquisition loan facility. This facility
expires on October 31,  1997.  This  facility is shared with EGFs IV, V, VI, VII
and Fund I. As of March 31, 1997,  the  Company's  AFG  subsidiary  had borrowed
$22.5 million and EGF V had borrowed $1.1 million on this  facility.  There were
no other  amounts  outstanding  on this line at March 31, 1997.  All  borrowings
under this line are guaranteed by the Company.

The Company has available a securitization facility for up to $80.0 million on a
nonrecourse basis that is secured primarily by direct finance leases,  operating
leases,  and loans on commercial and industrial  equipment  which generally have
terms of two to seven years.  The  facility is  available  for a one year period
expiring July 1997. As of March 31, 1997, there were $47.7 million in borrowings
outstanding under this facility which are payable through 2003.

6.   Shareholders' Equity

On March  3,  1997,  the  Company  announced  that the  Board of  Directors  had
authorized the  repurchase of up to $5.0 million of the Company's  common stock.
As of March 31, 1997, no shares had been repurchased under this Plan.

During the three  months ended March 31,  1997,  66,670  shares were issued from
treasury stock as part of the senior management bonus program. Consequently, the
total common shares  outstanding  increased to 9,209,431 at March 31, 1997, from
the 9,142,761  outstanding at December 31, 1996. Net income per common share was
computed by dividing net income to common shares by the weighted  average number
of shares and stock options deemed  outstanding  during the period. The weighted
average number of shares and stock options deemed  outstanding  during the three
months  ended  March  31,  1997  and  1996,   were  9,311,874  and   11,044,269,
respectively.

7.   Legal Matters

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

In  November  1995,  James F.  Schultz  (Plaintiff),  a former  employee  of PLM
International, filed and served a first amended complaint (the Complaint) in the
United States District Court for the Northern  District of California  (Case No.
C-95-2957 MMC) against the Company,  the PLM International,  Inc. Employee Stock
Ownership Plan (the ESOP), the ESOP's trustee, and certain individual employees,
officers,  and/or directors of PLM International.  The Complaint contains claims
for relief alleging  breaches of fiduciary duties and various  violations of the
Employee Retirement Income Security Act of 1974 (ERISA) arising principally from
purported defects in the structure,  financing,  and termination of the ESOP and
for interference with Plaintiff's  rights under ERISA.  Plaintiff seeks monetary
damages,  rescission of the preferred  stock  transactions  with the ESOP and/or
restitution  of ESOP assets,  and  attorneys'  fees,  and costs under ERISA.  In
January 1996, PLMI and other defendants filed a motion to

<PAGE>


7.   Legal Matters (continued)

dismiss  the  Complaint  for lack of subject  matter  jurisdiction,  arguing the
plaintiff lacked standing. The motion was granted and on May 30, 1996, the Court
entered  a  judgment  dismissing  the  Complaint  for  lack  of  subject  matter
jurisdiction.  Plaintiff has appealed to the U.S. Court of Appeals for the Ninth
Circuit,  seeking a reversal of District Court's judgment. This matter was fully
briefed by the parties as of February  18, 1997.  No date for oral  argument has
yet been set.

As more  fully  described  by the  Company  in its Form 10-K for the year  ended
December  31,  1996,  the  Company and  various of its  affiliates  are named as
defendants  in a lawsuit  filed as a class  action on January 22,  1997,  in the
Circuit Court of Mobile County, Mobile, Alabama, Case No. CV-97-251. On February
3, 1997,  the state  court  filed an Order  conditionally  certifying  the class
pursuant to the  provisions of Rule 23 of the Alabama  Rules of Civil  Procedure
("ARCP"),  as requested by plaintiffs in an ex parte motion filed on January 22,
1997.  Defendants  were not given  notice of the motion,  nor were they given an
opportunity to be heard regarding the issue of conditional class  certification.
The Order  specifies  that the  class  shall  consist  of (with  certain  narrow
exceptions) all purchasers of limited  partnership units in PLM Equipment Growth
Fund IV, PLM  Equipment  Growth  Fund V, PLM  Equipment  Growth Fund VI, and PLM
Equipment  Growth & Income Fund VII. In issuing the Order,  the court emphasized
that the certification is conditional in accordance with Rule 23(d) of the ARCP,
and that the plaintiffs  will bear the burden of proving each requisite  element
of  Rule  23 at the  time of the  evidentiary  hearing  on the  issue  of  class
certification.  To date, no such hearing date has been set. The defendants filed
a Notice of Removal of the  lawsuit  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)  on March 6, 1997,  arguing that the parties are fully
diverse for the purposes of diversity jurisdiction pursuant to 28 U.S.C. Section
1441.  The  plaintiffs  filed a motion to remand  the class  action to the state
court and defendants  have  responded to this motion.  Defendants do not need to
respond to the  complaint  until after the federal  court  decides the motion to
remand.  The Company  believes the allegations of the complaint to be completely
without merit and intends to defend this matter vigorously.

8.   Purchase Commitments

As of March 31, 1997, the Company, through its AFG subsidiary,  had committed to
purchase $28.7 million of equipment for its commercial and industrial  equipment
lease portfolio.

From April 1, 1997 to April 23, 1997, the Company,  through its AFG  subsidiary,
funded  $3.5  million  of  commitments  outstanding  at March  31,  1997 for its
commercial  and  industrial  equipment  lease  portfolio,  and entered  into new
commitments for $0.9 million.

As of April 23, 1997, the Company has committed to purchase 50 new  refrigerated
trailers for $2.1 million.

9.   Subsequent Event

In April  1997,  the  Company  purchased  and  subsequently  resold a Boeing 737
aircraft at a net gain of $0.4 million.



<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations

The Company is engaged in the  funding  and  management  of  longer-term  direct
finance leases,  operating leases,  and loans through its American Finance Group
subsidiary.   Master  lease  agreements  are  entered  into  with  predominately
investment-grade  lessees  and  serve as the basis for  marketing  efforts.  The
underlying   assets  represent  a  broad  range  of  commercial  and  industrial
equipment,  such as data processing,  communications,  materials  handling,  and
construction  equipment.  This is an  important  growth  area  for the  Company.
Through AFG, the Company is also engaged in the  management of an  institutional
leasing   investment  program  for  which  it  originates  leases  and  receives
acquisition and management fees.

The Company operates ten trailer rental facilities that engage in short-term and
mid-term operating leases.  Equipment  operated in these facilities  consists of
dry van trailers leased to a variety of customers and refrigerated trailers used
primarily  in the food  distribution  industry.  The Company has plans to expand
this operation through selective acquisition of new or late-model used trailers.

The Company has syndicated  investment programs from which it earns various fees
and equity interests.  The Professional  Lease Management Income Fund I (Fund I)
was structured as a limited liability company with a no front-end fee structure.
The previously  syndicated limited  partnership  programs allowed the Company to
receive fees for the acquisition and initial lease of the equipment.  The Fund I
program does not provide for acquisition and lease negotiation fees. The Company
invests the equity raised through syndication in transportation  equipment which
is then managed 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 the program,  typically 10 to 12 years. The limited partnership
agreements  generally  entitle the Company to receive a 1% or 5% interest in the
cash distributions and earnings of the 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  which  will  increase  to 25%  after  the  investors  have  received
distributions equal to their original invested capital.

         On May 14,  1996,  the  Company  announced  the  suspension  of  public
syndication of equipment leasing programs with the May 13, 1996 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
begin  liquidation  and the  managed  equipment  portfolio  becomes  permanently
reduced.

The Company also owns a diversified  portfolio of transportation  equipment from
which it earns  operating  lease  revenue  and incurs  operating  expenses.  The
Company's  transportation equipment held for operating leases, which consists of
aircraft, marine containers, intermodal trailers, and storage equipment at March
31,  1997,  is mainly  equipment  built prior to 1988.  As equipment  ages,  the
Company  continues to monitor the performance of its assets on lease and current
market conditions for leasing equipment in order to seek the best  opportunities
for investment.  Failure to replace  equipment may result in shorter lease terms
and higher costs of maintaining  and operating aged  equipment,  and, in certain
instances, limited remarketability.



<PAGE>


For the Three Months Ended March 31, 1997 versus March 31, 1996

The following analysis reviews the operating results of the Company:

Revenue:

<TABLE>
<CAPTION>

                                                                                For the three months
                                                                                   ended March 31,
                                                                               1997              1996
                                                                            ------------------------------
                                                                                   (in thousands)
        <S>                                                                <C>                <C>       
        Operating leases                                                   $   4,229          $   5,046 
        Finance lease income                                                   1,814                322
        Management fees                                                        2,861              2,553
        Partnership interests and other fees                                     486                992
        Acquisition and lease negotiation fees                                   178              1,555
        Aircraft brokerage and services                                          674                687
        Gain on the sale or disposition of assets, net                         1,368                800
        Other                                                                    841                446
                                                                            ------------------------------
            Total revenues                                                 $  12,451          $  12,401 

</TABLE>

The  fluctuations in revenues for the three months ended March 31, 1997 from the
same period in 1996 are summarized and explained below.

Operating lease revenue by equipment type:
<TABLE>
<CAPTION>

                                                                 For the three months
                                                                   ended March 31,
                                                                1997              1996
                                                              ---------------------------
                                                                    (in thousands)

   <S>                                                        <C>              <C>     
   Trailers                                                   $ 1,948          $  2,157
   Commercial and industrial equipment                          1,243             1,020
   Mobile offshore drilling units                                 604                --
   Aircraft                                                       269             1,424
   Storage equipment                                              104               262
   Marine containers                                               53               128
   Railcars                                                         8                55
                                                              ---------------------------
                                                              $ 4,229          $  5,046
</TABLE>

As of March 31,  1997,  the  Company  owned  transportation  equipment  held for
operating leases or held for sale with an original cost of $65.2 million,  which
was $46.7 million less than the original cost of transportation  equipment owned
and held for operating  leases or held for sale at March 31, 1996. The reduction
in  equipment,  on an original  cost basis,  is a  consequence  of the Company's
strategic decision to dispose of certain  underperforming  transportation assets
resulting  in a 73%  net  reduction  in its  aircraft  portfolio  and a 29%  net
reduction in its marine  container  portfolio,  compared to March 31, 1996.  The
reduction in transportation  equipment available for lease is the primary reason
aircraft,  marine container, and railcar revenue were reduced as compared to the
prior year.  The  decrease  in trailer  lease  revenue is  primarily a result of
reduced  utilization in the first quarter of 1997 compared to the same period in
1996.  During part of the first  quarter of 1997,  the Company  owned one mobile
offshore  drilling unit as well as a 25.5% interest in another  mobile  offshore
drilling  unit which  generated  $0.6  million in lease  revenue.  Both of these
drilling units were sold at the Company's  cost to an affiliated  program during
the quarter.

The  decrease  in  operating  lease  revenues  as a result of the  reduction  in
transportation  equipment  available  for lease was  partially  offset by a $0.2
million  increase in  operating  lease  revenues  generated  by  commercial  and
industrial  equipment  leases on  equipment  sold  during the quarter as well as
retained by the Company.



<PAGE>


         Finance lease income:

The Company earns finance lease income for certain leases  originated by its AFG
subsidiary  which are either retained for long-term  investment or sold to third
parties or to an institutional leasing investment program.  Finance lease income
increased $1.5 million in the first quarter of 1997 compared to a similar period
in 1996. This increase is due to an increase in commercial and industrial assets
owned and on finance  leases.  At March 31, 1997 the original  equipment cost of
assets on finance  leases was $71.7  million  compared to $15.2 million at March
31, 1996.

Management fees:

         Management  fees are,  for the most part,  based on the gross  revenues
generated by equipment under management. The $0.3 million increase in management
fees during the quarter ended March 31, 1997,  compared to the comparable  prior
year quarter,  resulted from an increase in management  fees  generated by gross
revenues of EGF VII and Fund I which acquired  additional  equipment during 1996
and the first quarter of 1997. These increases in management fees were partially
offset by a decrease in management  fees caused by the  disposition of equipment
in the  Company's  older  programs  and by  decreases in lease rates for certain
types of equipment.  With the  termination  of  syndication  activities in 1996,
management  fees are  expected to  decrease in the future as the older  programs
begin  liquidation  and the  managed  equipment  portfolio  becomes  permanently
reduced. This future decrease will be offset, in part, by management fees earned
from the institutional  leasing  investment program managed by the Company's AFG
subsidiary.

         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 and distribution levels from the
affiliated  programs  were $0.6 million and $0.7 million for the quarters  ended
March 31, 1997 and 1996,  respectively.  In addition, a decrease of $0.1 million
in the  Company's  residual  interests in the  programs was recorded  during the
quarter ended March 31, 1997. A net increase of $0.2 million was recorded during
the quarter  ended March 31, 1996.  Residual  income is  recognized  on residual
interests  based upon the general  partner's  share of the present  value of the
estimated  disposition  proceeds of the  equipment  portfolio of the  affiliated
partnership  when the  equipment  is  purchased.  Net  decreases in the recorded
residual  values result when  partnership  assets are sold and the  reinvestment
proceeds are less than the original investment in the sold equipment.

         Acquisition and lease negotiation fees:

During the quarter ended March 31, 1997, no equipment was purchased on behalf of
the equipment  growth funds compared to $23.8 million during the same quarter of
the prior year,  resulting in a $1.3 million  decrease in acquisition  and lease
negotiation  fees.  Also during the  quarter  ended  March 31,  1997,  equipment
purchased and managed by AFG for the institutional  investment  program was $6.3
million  compared to $13.3 million for the same period in 1996,  resulting in an
additional  decrease in acquisition and lease  negotiation fees of $0.1 million.
As a result of the  Company's  decision  to  suspend  syndication  of  equipment
leasing  programs  with the close of Fund I on May 13, 1996,  and because Fund I
had a no front-end fee structure,  acquisition and lease  negotiation  fees will
continue to decrease in future periods.

         Aircraft brokerage and services:

         Aircraft  brokerage  and services  revenue,  which  represents  revenue
earned by Aeromil Holdings, Inc., the Company's aircraft leasing and spare parts
brokerage  subsidiary,  remained  approximately the same in the first quarter of
1997 as the first  quarter of 1996.  During the quarter  ended  March 31,  1997,
spare parts revenue increased by $0.2 million,  offset by a reduction in revenue
related to the sale of the subsidiary's  ownership  interests in Austin Aero FBO
Ltd. to third parties in January 1996.



<PAGE>


Gain on the sale or disposition of assets, net:

         During the quarter  ended March 31,  1997,  the Company  recorded  $1.4
million in gain on the sale or disposition of assets. Of this gain, $0.2 million
resulted from the sale or  disposition of 163 trailers,  126 storage  units,  22
marine  containers and 2 commuter  aircraft.  Also,  during the first quarter of
1997, the Company purchased and subsequently  resold a commercial aircraft to an
unaffiliated third party for a net gain of $0.4 million. The Company also earned
$0.8 million from the sale of commercial  and  industrial  equipment  during the
first  quarter of 1997.  During the quarter  ended March 31,  1996,  the Company
recorded  $0.8  million  in  gains  from the sale or  disposition  of 74  marine
containers, 67 trailers, 67 railcars, and 5 storage units.

         Other revenue:

         Other revenue,  which includes  brokerage fees,  financing income,  and
underwriting income,  increased due to a $0.2 million increase in brokerage fees
and a $0.2 million increase in financing income.

         Costs, Expenses, and Other:

<TABLE>
<CAPTION>

                                                                         For the three months
                                                                           ended March 31,
                                                                        1997              1996
                                                                     -----------------------------
                                                                            (in thousands)

   <S>                                                               <C>              <C>          
   Operations support                                                $   4,164        $    5,113   
   Depreciation and amortization                                         2,205             2,709
   General and administrative                                            1,916             2,095
   Interest expense                                                      2,642             1,442
   Interest income                                                         386               237
   Other expense, net                                                       21                26

</TABLE>

         Operations support:

Operations  support expense  (including salary and  office-related  expenses for
operational  activities,  provision for doubtful accounts,  equipment insurance,
repair and maintenance  costs,  equipment  remarketing  costs, and cost of goods
sold)  decreased  $0.9 million (19%) for the quarter ended March 31, 1997,  from
the same quarter in 1996. The decrease  resulted from a $0.4 million decrease in
equipment  operating  costs  due  to  sales  of  the  Company's   transportation
equipment,  a $0.4  million  decrease in  compensation  expense due to headcount
reductions, and a $0.1 million decrease in bad debt expense.

         Depreciation and amortization:

         Depreciation and amortization  expense decreased $0.5 million (19%) for
the quarter  ended March 31,  1997,  as compared to the quarter  ended March 31,
1996.  The decrease  resulted from the reduction in  depreciable  transportation
equipment discussed in the operating lease revenue section,  partially offset by
increased depreciation of commercial and industrial equipment.

         General and administrative:

General  and  administrative  expense  decreased  $0.2  million  (9%) during the
quarter  ended March 31, 1997,  compared to the same quarter in 1996,  primarily
due to lower professional service costs.



<PAGE>


Interest expense:

         Interest expense  increased $1.2 million (83%) during the quarter ended
March 31,  1997,  compared  to the same  period in 1996,  due to an  increase in
borrowings on the nonrecourse  securitization facility, the senior secured notes
facility,  and the short-term equipment acquisition loan facility.  The increase
in interest expense caused by these increased borrowings was partially offset by
lower interest expense  resulting from the retirement of the  subordinated  debt
and the reduction in the amount outstanding on the senior secured loan.

Interest income:

Interest  income  increased  $0.1 million  (63%) in the quarter  ended March 31,
1997,  compared to the same quarter of 1996, as a result of higher  average cash
balances in the first quarter of 1997 compared to the same period in 1996.

         Income taxes:

For the three months ended March 31, 1997,  the  provision  for income taxes was
$0.6 million, which represented an effective rate of 32%. For the same period in
1996,  the  provision for income taxes was $0.5 million,  which  represented  an
effective rate of 37%.

         Net income:

         As a result of the  foregoing,  for the three  months  ended  March 31,
1997,  net income was $1.3  million  resulting in net income per common share of
$0.14. For the same period in 1996, net income was $0.8 million resulting in net
income per common share of $0.07.

         Liquidity and Capital Resources

         Cash  requirements  historically  have been satisfied through cash flow
from operations, borrowings, or sales of transportation equipment.

         Liquidity  in 1997  and  beyond  will  depend,  in part,  on  continued
remarketing  of the equipment  portfolio at similar  lease rates,  management of
existing sponsored  programs,  effectiveness of cost control programs,  possible
additional  equipment  sales,  and  the  volume  of  commercial  and  industrial
equipment  leasing  transactions  for which the Company earns fees and a spread.
Management  believes  the Company can  accomplish  the  preceding  and will have
sufficient liquidity and capital resources for the future. Specifically,  future
liquidity is influenced by the following:

     (a) Debt Financing:

Senior  Debt:  The  Company's  $25.0  million  senior loan with a  syndicate  of
insurance companies provides that equipment sale proceeds from pledged equipment
or cash  deposits  be  placed  into  collateral  accounts  or  used to  purchase
additional  equipment to the extent required to meet certain debt covenants.  As
of March 31, 1997, the cash collateral  balance was $15.0 million.  The facility
required quarterly interest only payments through March 31, 1997, with quarterly
principal  payments of $1.5 million plus  interest  charges  beginning  June 30,
1997, through termination of the loan in June 2001.

Senior  Notes:  On June 28,  1996,  the  Company  closed a floating  rate senior
secured note  agreement  which allows the Company to borrow up to $27.0  million
within a one year period.  As of April 23, 1997,  the Company had borrowed $18.0
million under this agreement.


<PAGE>


     (a) Debt Financing (continued):

        Bridge  Financing:  Assets  acquired  and held on an  interim  basis for
placement  with  affiliated  partnerships  or  purchased  for  placement  in the
Company's securitization facility have, from time to time, been partially funded
by a $50.0 million short-term equipment acquisition loan facility. This facility
expires on October 31,  1997.  This  facility,  which is shared  with  Equipment
Growth  Funds  (EGFs) IV, V, VI, VII, and Fund I, allows the Company to purchase
equipment prior to the designated program or partnership being identified. As of
April 23, 1997,  the Company had $20.5 million in borrowings  and EGF V had $1.1
million in outstanding  borrowings under this facility.  The Company believes it
can renew this facility at substantially the same terms.

        Securitized  Debt: The Company has available a  securitization  facility
for up to $80.0 million on a nonrecourse basis secured by direct finance leases,
operating  leases,  and  loans on  commercial  and  industrial  equipment  which
generally have terms of two to seven years.  The facility is available for a one
year period  expiring July 1997. As of April 23, 1997,  there were $51.1 million
in borrowings outstanding under this facility. The Company believes it can renew
this facility at substantially the same terms.

Interest  Rate Swap  Contracts:  The  Company  has  entered  interest  rate swap
agreements  in order to manage the interest rate  exposure  associated  with its
securitized  debt. At March 31, 1997 the swap  agreements  had  remaining  terms
averaging  3.6 years,  corresponding  to the terms of the related debt. At March
31, 1997, a notional  amount of $47.7 million of interest  rate swap  agreements
effectively fixed interest rates at an average of 7.27% on such obligations.  In
the first quarter of 1997 interest  expense was increased by $0.1 million due to
these arrangements.

     (b) Commercial and Industrial Equipment Activities:

The Company earns finance lease or operating lease income for leases  originated
and retained by its AFG  subsidiary.  The funding of leases requires the Company
to retain an equity interest in all leases financed  through the  securitization
facility.  AFG also originated  loans where it takes a security  interest in the
assets.  From January 1, 1997  through  April 23,  1997,  the Company  purchased
commercial  and industrial  equipment  with an original  equipment cost of $19.1
million. A portion of these transactions has been financed, on an interim basis,
through the Company's  bridge  financing  facility.  Some  equipment  subject to
leases is sold to an  institutional  leasing  investment  program  for which the
Company serves as the manager. Acquisition fees and management fees are received
for the sale and  subsequent  management of these leases.  The Company  believes
this lease origination operation is a growth area for the future.

     As of  March  31,  1997,  the  Company,  through  its AFG  subsidiary,  had
committed  to  purchase  $28.7  million  of  equipment  for its  commercial  and
industrial equipment lease portfolio.

From April 1,  1997,  through  April 23,  1997,  the  Company,  through  its AFG
subsidiary,  funded $3.4 million of  commitments  outstanding at March 31, 1997,
for its commercial and industrial  equipment lease  portfolio,  and entered into
new commitments for $0.9 million.

     (c) Transportation Equipment Activities:

During the three months ended March 31, 1997, the Company generated  proceeds of
$4.7 million  from the sale of owned  transportation  equipment.  On the sale of
assets which were  collateralized  as part of the senior loan facility,  the net
proceeds were placed in a collateral account.

         As of April 23,  1997,  the  Company has  committed  to purchase 50 new
refrigerated trailers for $2.1 million.

         Over the last four years, the Company has downsized its  transportation
equipment portfolio through the sale or disposal of underperforming  assets. The
Company will continue to identify underperforming assets for sale or disposal as
necessary.

 Management  believes that through debt and equity financing,  possible sales of
transportation equipment, and cash flows from operations,  the Company will have
sufficient  liquidity  and  capital  resources  to  meet  its  projected  future
operating needs.


<PAGE>


                           PART II - OTHER INFORMATION


Item 1.   Legal Proceedings

         See Note 7 of Notes to Consolidated Financial Statements.

Item 6.  Exhibits and Reports on Form 8-K

     (A) Exhibits

         10.    PLM International, Inc. Mandatory Management Stock Bonus Plan

     (B) Reports on Form 8-K

 February 5, 1997 - Announced that PLM International,  Inc. received a copy of a
class action complaint filed in the Circuit Court of Mobile, Alabama.




<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/ David J. Davis
                                       ----------------------
                                       David J. Davis
                                       Vice President and Corporate
                                       Controller






          Date: April 23, 1997