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




     [x]  Report Pursuant to Section 13 or 15(d) of the Securities  Exchange Act
          of 1934 For Quarterly the fiscal quarter ended June 30, 2001

                                       or

     [ ]  Transition  Report  Pursuant to Section 13 or 15(d) of the  Securities
          Exchange Act of 1934 For the transition period from to


                          Commission file number 1-9670
       ------------------------------------------------------------------
                             PLM INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


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

            120 Montgomery Street
        Suite 1350, San Francisco, CA                             94104
  (Address of principal executive offices)                      (Zip Code)



        Registrant's telephone number, including area code (415) 445-3201
       ------------------------------------------------------------------

     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 8, 2001 -7,554,510 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,
                                                                      2001          2000               2001              2000
                                                                   ---------------------------------------------------------------



<S>                                                                 <C>             <C>               <C>             <C>
REVENUES
Operating lease income                                              $     117       $     264         $     630       $     309
Management fees                                                         1,451           1,738             2,987           3,549
Partnership interests and other fees                                      341            (193)              904              24
Acquisition and lease negotiation fees                                     --             134               185             153
Other                                                                     331             192               630             535
                                                                    --------------------------------------------------------------
  Total revenues                                                        2,240           2,135             5,336           4,570
                                                                    --------------------------------------------------------------

COSTS AND EXPENSES
Operations support                                                        385             494               639           1,080
Depreciation and amortization                                             171             239               414             396
General and administrative                                              1,339           1,389             3,396           2,589
                                                                    --------------------------------------------------------------
  Total costs and expenses                                              1,895           2,122             4,449           4,065
                                                                    --------------------------------------------------------------

Operating income                                                          345              13               887             505

Interest expense                                                           (2)           (439)               (3)           (870)
Interest income                                                           140             400               235             603
Other expenses, net                                                       (61)             (2)              (61)             (2)
                                                                    --------------------------------------------------------------
  Income (loss) before income taxes                                       422             (28)           1,058             236

Provision for (benefit from) income taxes                                 168             (11)              422              89
                                                                    --------------------------------------------------------------

  Income (loss) from continuing operations                                254             (17)              636             147

Income from discontinued operations, net of income tax                     --             579                --             496
                                                                    --------------------------------------------------------------

     Net income to common shares                                    $     254       $     562         $     636       $     643
                                                                    ==============================================================
,
Basic earnings per weighted-average common share
  outstanding
      Income (loss) from continuing operations                      $    0.03       $   (0.01)        $    0.08       $    0.02
      Income from discontinued operations                                  --            0.08                --            0.06
                                                                    --------------------------------------------------------------
                                                                    $    0.03       $    0.07         $    0.08       $    0.08
                                                                    ==============================================================

Diluted earnings per weighted-average common share
  outstanding
      Income (loss) from continuing operations                      $    0.03       $   (0.01)        $    0.08       $    0.02
      Income from discontinued operations                                  --            0.08                --            0.06
                                                                    --------------------------------------------------------------
                                                                    $    0.03       $    0.07         $    0.08       $    0.08
                                                                    ==============================================================
</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,
                                                                                                  2001                 2000
                                                                                           ---------------------------------------

<S>                                                                                         <C>              <C>
Cash and cash equivalents                                                                   $    10,363      $            5,874
Receivables (net of allowance for doubtful accounts of $0.1 million as of
  June 30, 2001 and December 31, 2000)                                                              415                   1,045
Receivables from affiliates                                                                         898                   1,207
Equity interest in affiliates                                                                    15,446                  15,753
Assets held for sale                                                                                 --                  10,250
Restricted cash and cash equivalents                                                                 48                   2,530
Other assets, net                                                                                 2,757                   3,748
                                                                                            -------------------------------------
    Total assets                                                                            $    29,927      $           40,407
                                                                                            =====================================


                      LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
Payables and other liabilities                                                              $     5,875      $          15,909
Deferred income taxes                                                                             8,407                  8,885
                                                                                            -------------------------------------
  Total liabilities                                                                              14,282                 24,794

SHAREHOLDERS' EQUITY
Preferred stock ($0.01 par value, 10.0 million shares
  authorized, none outstanding as of June 30, 2001 and December 31, 2000)                            --                     --
Common stock ($0.01 par value, 50.0 million shares
  authorized and 7,554,510 shares issued and outstanding
  as of June 30, 2001 and December 31, 2000)                                                        112                    112
Paid-in capital, in excess of par                                                                36,943                 37,547
Treasury stock (4,481,245 shares as of June 30, 2001 and
  December 31, 2000)                                                                            (19,875)               (19,875)
Accumulated deficit                                                                              (1,535)                (2,171)
                                                                                            -------------------------------------
  Total shareholders' equity                                                                     15,645                 15,613
                                                                                            -------------------------------------
    Total liabilities and shareholders' equity                                              $    29,927      $          40,407
                                                                                            =====================================

</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, 2000 and the
                         Six Months Ended June 30, 2001
                            (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, 1999           $  112     $   75,059        $  (18,324)    $   (7,434)   $     49,413
    Comprehensive income:
      Net income                                                                             5,263           5,263
    Exercise of stock options                                (289)            1,037                            748
    Common stock purchases                                                   (2,588)                        (2,588)
    Liquidating distribution                              (37,223)                                         (37,223)
                                            -----------------------------------------------------------------------------
      Balances, December 31, 2000              112         37,547           (19,875)       (2,171)         15,613

    Comprehensive income:
      Net income                                                                               636             636
    Redemption of stock options                              (604)                                            (604)
                                            -----------------------------------------------------------------------------
      Balances, June 30, 2001               $  112     $   36,943        $  (19,875)    $   (1,535)   $     15,645
                                            =============================================================================

</TABLE>


























       See accompanying notes to these consolidated financial statements.

<PAGE>


                             PLM INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (in thousands of dollars)
<TABLE>
<CAPTION>
                                                                                                          For the Six Months
                                                                                                           Ended June 30,
                                                                                                     2001                2000
                                                                                                  --------------------------------
<S>                                                                                               <C>                  <C>
OPERATING ACTIVITIES
Net income from continuing operations                                                             $       636          $      147
Adjustments to reconcile net income from continuing operations to net cash
  provided by operating activities:
    Depreciation and amortization                                                                         414                 396
    Deferred income tax                                                                                  (478)                709
    Loss on disposition of assets, net                                                                     82                  --
    Equity income from managed programs                                                                (1,208)               (472)
    Decrease in payables and other liabilities                                                        (10,034)             (3,303)
    Decrease (increase) in receivables and receivables from affiliates                                    939              (4,998)
    Amortization of goodwill related to the managed programs                                              304                 448
    Decrease in other assets                                                                              292                 392
                                                                                                  ---------------------------------
       Cash used in operating activities of continuing operations                                      (9,053)             (6,681)
       Cash provided by operating activities of discontinued operations                                    --               5,353
                                                                                                  ---------------------------------
                                                                                                  ---------------------------------
      Net cash used in operating activities                                                            (9,053)             (1,328)
                                                                                                  ---------------------------------

INVESTING ACTIVITIES
Cash distribution from managed programs                                                                 1,211               2,252
Loans made to affiliates                                                                               (5,500)                 --
Repayment of loans made to affiliates                                                                   5,500                  --
Principal payments received on finance leases                                                              --                 279
Purchase of property, plant, and equipment                                                                (55)                 (9)
Purchase of equipment held for sale                                                                        --             (14,000)
Proceeds from sale of subsidiary, net of transaction costs                                                 --              28,275
Proceeds from sale of equipment for lease                                                                 258                  --
Proceeds from assets held for sale                                                                     10,250                  --
Decrease in restricted cash and restricted cash equivalents                                             2,482                 134
Cash used in investing activities of discontinued operations                                               --             (12,871)
                                                                                                  ---------------------------------
      Net cash provided by investing activities                                                        14,146               4,060
                                                                                                  ---------------------------------

FINANCING ACTIVITIES
Borrowings of short-term warehouse credit facility                                                         --              10,200
Repayment of short-term warehouse credit facility                                                          --              (1,300)
Repayment of senior secured notes                                                                          --              (3,760)
Proceeds from exercise of stock options                                                                    --                  30
Redemption of stock options                                                                              (604)                 --
Purchase of stock                                                                                          --              (2,588)
Cash used in financing activities of discontinued operations                                               --              (4,418)
                                                                                                  ---------------------------------
      Net cash used in financing activities                                                              (604)             (1,836)
                                                                                                  ---------------------------------

Net increase in cash and cash equivalents                                                               4,489                 896
Cash and cash equivalents at beginning of period                                                        5,874               2,089
                                                                                                  ---------------------------------
Cash and cash equivalents at end of period                                                        $    10,363          $    2,985
                                                                                                  =================================

SUPPLEMENTAL INFORMATION
Net cash paid for interest from continuing operations                                             $         3          $      854
                                                                                                  =================================
Net cash paid for interest from discontinued operations                                           $        --          $    3,694
                                                                                                  =================================
                                                                                                  =================================
Net cash paid for income taxes                                                                    $     6,301          $      307
                                                                                                  =================================
</TABLE>



       See accompanying notes to these consolidated financial statements.

                             PLM INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2001

1. GENERAL

In the opinion of management,  the accompanying unaudited consolidated financial
statements  contain all adjustments  necessary,  consisting  primarily of normal
recurring  accruals,   to  present  fairly  PLM  International,   Inc.  and  its
wholly-owned subsidiaries (the Company's) financial position as of June 30, 2001
and December 31, 2000,  statements  of income for the three and six months ended
June 30,  2001 and 2000,  statements  of  changes  in  shareholders'  equity and
comprehensive  income for the year ended  December  31,  2000 and the six months
ended June 30, 2001,  and statements of cash flows for the six months ended June
30, 2001 and 2000. Certain information and note disclosures normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles  have been  condensed or omitted from the  accompanying  consolidated
financial statements.  For further information,  reference should be made to the
financial  statements and notes thereto  included in the Company's Annual Report
on Form 10-K/A for the year ended December 31, 2000, on file with the Securities
and Exchange Commission.

On December 22, 2000, the Company  announced that it had signed an agreement and
plan of merger with MILPI  Acquisition  Corporation  (MILPI).  In December 2000,
MILPI tendered for all the outstanding  common stock of the Company at $3.46 per
share.  In February 2001, PLM  International  announced that MILPI had completed
its cash tender offer for the  outstanding  common  stock of PLM  International.
MILPI acquired 83% of the common shares outstanding of PLM International through
the tender.  MILPI intends to complete its acquisition of PLM  International  by
effecting a merger of PLM  International  into MILPI. In order to effectuate the
merger,  PLM  International  must hold a special meeting of its  shareholders to
approve the merger proposal.  MILPI owns sufficient shares to assure approval of
the merger  proposal  at the  special  meeting and has agreed to vote all of its
shares in favor of the merger  proposal.  In February  2001, the Company filed a
preliminary  proxy  statement for the special  meeting.  In connection  with its
review  of  the  preliminary  proxy  materials,   the  Securities  and  Exchange
Commission  (SEC) has  informed  the four trusts that own MILPI that it believes
the trusts may be unregistered  investment  companies  within the meaning of the
Investment Company Act of 1940. The managing trustee of the trusts is engaged in
discussions with the staff at the SEC regarding this matter. If necessary,  each
of the trusts  intends to avoid being deemed an investment  company by disposing
of or acquiring  certain assets that it might not otherwise  dispose or acquire.
PLM   International   does  not  intend  to  schedule  the  special  meeting  of
stockholders until the issues with the SEC are resolved.  Upon completion of the
merger, PLMI will no longer be publicly traded.

Due to the continuing  stockholder interest,  the Company is using the carryover
basis of accounting as opposed to the push down basis of accounting.

2. RECLASSIFICATIONS

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

3. DISCONTINUED OPERATIONS

In October 1999,  the Company  agreed to sell AFG, its commercial and industrial
equipment  leasing  subsidiary.  On February 25, 2000, the  shareholders  of PLM
International  approved the transaction.  The sale of AFG was completed on March
1, 2000 for total proceeds of $32.2 million. Taxes and transaction costs related
to the sale were $3.9 million.  Net proceeds to the Company from the sale of AFG
were $28.3 million.  In addition,  AFG distributed to PLMI certain assets with a
net book value of $2.7 million and cash of $0.4 million immediately prior to the
sale.

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


<PAGE>


                             PLM INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2001

3. DISCONTINUED OPERATIONS (continued)

Accordingly, both the Company's AFG and trailer leasing operations are accounted
for as discontinued  operations.  Net income (loss) from discontinued operations
for the three and six months ended June 30, 2000 are as follows (in thousands of
dollars):
<TABLE>
<CAPTION>
                                               For the three months ended              For the six months ended
                                                     June 30, 2000                          June 30, 2000
                                           ------------------------------------ ------------------------------------
                                            Trailer                              Trailer
                                            Leasing       AFG        Total       Leasing       AFG        Total
                                           ----------------------------------   ------------------------------------

<S>                                        <C>        <C>         <C>           <C>         <C>       <C>
REVENUES                                   $   8,115  $       --  $    8,115    $  15,587   $   4,076 $    19,663
COSTS AND EXPENSES                            (6,034)        (46)     (6,080)     (12,472)     (2,271)    (14,743)
                                           ------------------------------------ ------------------------------------
Operating income (loss)                        2,081         (46)      2,035        3,115       1,805       4,920
Interest expense, net                         (1,054)        (48)     (1,102)      (2,143)     (1,655)     (3,798)
                                           ------------------------------------ ------------------------------------
Net income (loss) from discontinued
operations
  before income taxes                          1,027         (94)        933          972         150       1,122
Provision for (benefit from) income tax          390         (36)        354          369          57         426
Net income previously accrued as a
component
  of loss of a discontinued operation             --          --          --           --        (200)       (200)
                                           ------------------------------------ ------------------------------------
Net income (loss) from discontinued        $     637  $      (58) $      579    $     603   $    (107)$       496
operations
                                           ==================================== ====================================
</TABLE>


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

4. ASSETS HELD FOR SALE

As of June 30, 2001, the Company had no assets held for sale. As of December 31,
2000, the Company had $10.3 million in marine  containers  that were reported as
assets  held for sale.  During the first six months of 2001,  the  Company  sold
these marine containers to affiliated programs at cost, which approximated their
fair market value.

5. DEBT

In April 2001, the Company entered into a joint $15.0 million credit facility on
behalf of Acquisub LLC (ACQ),  a  wholly-owned  subsidiary  of the Company,  PLM
Equipment Growth Fund VI (EGF VI), PLM Equipment Growth and Income Fund VII (EGF
VII), and Professional  Lease Management Income Fund I (Fund I), each affiliated
investment  programs of the Company.  The facility provides interim financing of
up to 100% of the aggregate  book value of eligible  equipment as defined in the
credit  facility.  The Company,  EGF VI, EGF VII, and Fund I,  collectively  may
borrow up to $15.0 million under this  facility.  Outstanding  borrowings by one
borrower  reduce the amount  available to each of the other  borrowers under the
facility.  Individual  borrowings may be outstanding  for no more than 270 days,
with all advances due no later than April 12, 2002.  Interest  accrues at either
the prime rate or adjusted LIBOR plus 2.00 %, at the borrower's  option,  and is
set at the time of an advance of funds.  The Company  guarantees all borrowings.
As of June 30, 2001, there were no loans  outstanding under this facility to any
of the borrowers.

6. SHAREHOLDERS' EQUITY

The total  common  shares  outstanding  were  7,554,510  as of June 30, 2001 and
December 31, 2000.

Net income per basic  weighted-average  common share outstanding was computed by
dividing net income to common  shares by the  weighted-average  number of shares
deemed  outstanding  during the period.  The  weighted-average  number of shares
deemed outstanding for the basic earnings per share calculation during the three
months ended June 30, 2001 and 2000 was 7,554,510 and  7,638,701,  respectively.
The weighted-average  number of shares deemed outstanding for the basic earnings
per share  calculation  during the six months  ended June 30,  2001 and 2000 was
7,554,510 and 7,670,843,  respectively.  The  weighted-average  number of shares
deemed outstanding, including potentially dilutive

<PAGE>



                             PLM INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2001

6. SHAREHOLDERS' EQUITY (continued)

common shares, for the diluted earnings per  weighted-average  share calculation
during  the  three  months  ended  June 30,  2001 and  2000  was  7,554,510  and
7,698,658,   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, 2001 and 2000 was 7,586,661 and 7,730,116, respectively.

7. LEGAL MATTERS

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

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

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
August  30,  2000.  The  monetary  settlement,  if  approved,  will  go  forward
regardless of whether the equitable settlement is approved or not.

The equitable  settlement  provides,  among other things, for: (a) the extension
(until  January 1, 2007) of the date by which FSI must complete  liquidation  of
the Partnerships' equipment, (b) the extension (until



                             PLM INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2001

7. LEGAL MATTERS (continued)

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

The court  preliminarily  approved  the monetary and  equitable  settlements  in
August 2000, and information regarding each of the settlements was sent to class
members in  September  2000. A final  fairness  hearing was held on November 29,
2000, and on April 25, 2001, the federal  magistrate  judge assigned to the case
entered a Report and Recommendation  recommending final approval of the monetary
and equitable settlements to the federal district court judge. On July 24, 2001,
the federal  district  court judge  adopted the Report and  Recommendation,  and
entered a final judgment approving both settlements.  Monetary class members who
submitted timely claims will be paid their settlement amount out of the monetary
fund by the third-party claims administrator, calculated pursuant to the formula
set  forth in the  settlement  agreement  and court  order.  These  payments  to
qualifying class members will occur following the expiration of the time for the
filing of an appeal,  assuming that no appeal is filed.  Similarly the equitable
settlement will be implemented  promptly at the same time and assuming no appeal
is filed.  For those equitable  class members who submitted  timely requests for
the repurchase of their limited  partnership units, the respective  partnerships
will repurchase such units by December 31, 2001.

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

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

8. OPERATING SEGMENTS

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



<PAGE>


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

MANAGEMENT OF INVESTMENT PROGRAMS

The Company syndicated  investment programs from which it earns various fees and
equity interests.  Professional Lease Management Income Fund I, LLC (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 manages on behalf of the
investors.  The  equipment  management  activities  for these  types of programs
generate  equipment  management fees for the Company over the life of a program.
The  limited  partnership  agreements  entitle the Company to receive a 1% or 5%
interest in the cash  distributions  and earnings of a  partnership,  subject to
certain  allocation  provisions.  The Fund I agreement entitles the Company to a
15%  interest  in the cash  distributions  and 1% of  earnings  of the  program,
subject  to certain  allocation  provisions  per the  operating  agreement.  The
Company's  interest in the earnings and distributions of Fund I will increase to
25% after the investors  have  received  distributions  equal to their  original
invested capital.

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

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

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

TRAILER LEASING

Prior to 2001, the Company operated 22 trailer rental  facilities doing business
as PLM Trailer Leasing that engaged in short-term and mid-term operating leases.

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

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

COMMERCIAL AND INDUSTRIAL EQUIPMENT LEASING AND FINANCING

Prior to 2001, the Company funded and managed  long-term  direct finance leases,
operating  leases,  and loans through its American  Finance  Group,  Inc.  (AFG)
subsidiary.  Master  lease  agreements  were  entered  into  with  predominately
investment-grade  lessees  and served as the basis for  marketing  efforts.  The
underlying  assets  represented  a broad  range  of  commercial  and  industrial
equipment, such as: point-of-sale,  materials handling, computer and peripheral,
manufacturing, general-purpose plant and warehouse, communications, medical, and
construction and mining equipment.  Through AFG, the Company was also engaged in
the  management of  institutional  programs for which it  originated  leases and
received  acquisition and management  fees. The Company also earned  syndication
fees for arranging  purchases and sales of equipment to other unaffiliated third
parties.

In October  1999,  the Company  agreed to sell AFG. On February  25,  2000,  the
shareholders of PLM International approved the transaction.  The sale of AFG was
completed  on March 1,  2000 for  total  proceeds  of $32.2  million.  Taxes and
transaction  costs  related to the sale were $3.9  million.  Net proceeds to the
Company from the sale of AFG were $28.3 million. In addition, AFG distributed to
PLMI  certain  assets  with a net book  value of $2.7  million  and cash of $0.4
million immediately prior to the sale.

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

COMPARISON  OF THE COMPANY'S  OPERATING  RESULTS FOR THE THREE MONTHS ENDED JUNE
30, 2001 AND 2000

The following analysis reviews the operating results of the Company:
<TABLE>
<CAPTION>

REVENUES

                                                                                  For the Three Months
                                                                                     Ended June 30,

                                                                        2001                          2000
                                                                     -----------------------------------------
                                                                               (in thousands of dollars)

<S>                                                                   <C>                     <C>
Operating lease income                                                $       117             $        264
Management fees                                                             1,451                    1,738
Partnership interests and other fees                                          341                     (193)
Acquisition and lease negotiation fees                                         --                      134
Other                                                                         331                      192
                                                                     -----------------------------------------
  Total revenues                                                      $     2,240             $      2,135
</TABLE>

The fluctuations in revenues for the three months ended June 30, 2001,  compared
to the three months ended June 30, 2000, are summarized and explained below.
<TABLE>
<CAPTION>

OPERATING LEASE INCOME BY TYPE:
                                                                                  For the Three Months
                                                                                      Ended June 30,

                                                                     2001                           2000
                                                                     -----------------------------------------
                                                                               (in thousands of dollars)

<S>                                                                   <C>                     <C>
Lease income from assets held for sale                                $        --             $        122
Other                                                                         117                      142
                                                                     -----------------------------------------
  Total operating lease income                                        $       117             $        264
</TABLE>

Operating  lease  income  includes  revenues  generated  from  assets  held  for
operating  leases and assets  held for sale that are on lease.  Operating  lease
income  decreased $0.1 million during the second quarter of 2001 compared to the
same quarter of 2000.

A $ 0.1 million  decrease in  operating  lease  income in the three months ended
June 30, 2001  related to assets held for sale.  The Company  held no assets for
sale in the three months ended June 30, 2001.  For 17 days in the second quarter
of 2000,  the Company  owned $14.0 million in marine  containers  from which the
Company earned $0.1 million in operating lease income.

MANAGEMENT FEES:

Management fees are, for the most part, based on the gross revenues generated by
equipment under  management.  Management fees were $1.5 million and $1.7 million
for the  quarters  ended June 30, 2001 and 2000,  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 Company's net earnings from the affiliated
programs  was $0.3 million for the quarter  ended June 30, 2001  compared to the
net losses from the  affiliated  programs of $0.2  million for the three  months
ended June 30,  2000.  The  increase of $0.5  million in net  earnings  from the
affiliated  entities in the second  quarter of 2001 compared to the same quarter
of 2000 is a result of gains from the disposition of equipment in certain of the
EGF programs in the second quarter of 2001.

ACQUISITION AND LEASE NEGOTIATION FEES:

During the  quarter  ended June 30,  2001,  the  Company  did not  purchase  any
transportation and other equipment for the EGF programs compared to $2.8 million
of transportation  and other equipment being purchased for these programs during
the  quarter  ended June 30,  2000,  resulting  in a $0.1  million  decrease  in
acquisition and lease  negotiation  fees.  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 in the future will continue to be less
than has been historically earned by the Company.

OTHER REVENUE:

Other  revenue  increased  $0.1  million in the three months ended June 30, 2001
compared to the same period in 2000 due to increased revenue from the affiliated
programs for data processing services.

COSTS AND EXPENSES
<TABLE>
<CAPTION>

                                                                                  For the Three Months
                                                                                     Ended June 30,
                                                                        2001                         2000
                                                                     -----------------------------------------
                                                                               (in thousands of dollars)

<S>                                                                   <C>                     <C>
Operations support                                                    $       385             $        494
Depreciation and amortization                                                 171                      239
General and administrative                                                  1,339                    1,389
                                                                     -----------------------------------------
  Total costs and expenses                                            $     1,895             $      2,122
</TABLE>

OPERATIONS SUPPORT:

Operations  support expense,  including salary and  office-related  expenses for
operational  activities,  decreased  $0.1 million (22%) during the quarter ended
June 30,  2001,  compared to the quarter  ended June 30,  2000.  The decrease in
operations  support expense was primarily due to a decrease in compensation  and
benefits expense resulting from staff reductions.

         DEPRECIATION AND AMORTIZATION:

Depreciation and amortization expense decreased $0.1 million (28%) for
the quarter ended June 30, 2001, compared to the quarter ended June 30, 2000.
The decrease resulted primarily from a decrease in the volume of other assets
held for operating lease.



<PAGE>


GENERAL AND ADMINISTRATIVE:

General and  administrative  expenses  decreased  $0.1  million  (4%) during the
quarter ended June 30, 2001,  compared to the quarter  ended June 30, 2000.  The
reduction  resulted  from lower  compensation  costs due to staffing  reductions
partially offset by one-time severance costs.

OTHER INCOME AND EXPENSES
<TABLE>
<CAPTION>

                                                                          For the Three Months
                                                                              Ended June 30,

                                                                2001                         2000
                                                             -----------------------------------------
                                                                     (in thousands of dollars)

<S>                                                           <C>                     <C>
Interest expense                                              $        (2)            $       (439)
Interest income                                                       140                      400
Other expenses, net                                                   (61)                      (2)
</TABLE>

INTEREST EXPENSE:

Interest expense decreased $0.4 million (100%) during the quarter ended June 30,
2001,  compared to the quarter  ended June 30, 2000 due to the  repayment of the
Company's senior secured notes in 2000.

INTEREST INCOME:

Interest  income  decreased $0.3 million (65%) during the quarter ended June 30,
2001,  compared to the same quarter of 2000 due to lower  average cash  balances
and lower  interest rates during the quarter ended June 30, 2001 compared to the
same quarter of 2000.

OTHER EXPENSES, NET:

Other expenses of $0.1 million in the second quarter of 2001  represented  costs
related to the  settlement of  litigation.  A similar event did not occur in the
second quarter of 2000.

PROVISION FOR (BENEFIT FROM) INCOME TAXES:

For the three months ended June 30, 2001,  the provision for income tax was $0.2
million,  representing an effective rate of 40%. For the three months ended June
30, 2000, the benefit from income taxes was $11,000,  representing  an effective
rate of 39%.

NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS

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

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



<PAGE>


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


                                                                          Trailer
                                                                          Leasing         AFG            Total
                                                                        -------------------------------------------
<S>                                                                     <C>           <C>             <C>
REVENUES
Operating lease income                                                  $    7,808    $       --      $    7,808
Management fees                                                                185            --             185
Partnership interests                                                          100            --             100
Loss on sale or disposition of assets, net                                      (8)           --              (8)
Other                                                                           30            --              30
                                                                                     ------------------------------
                                                                        -------------------------------------------
    Total revenues                                                           8,115            --           8,115
                                                                        -------------------------------------------

COSTS AND EXPENSES
Operations support                                                           3,180            46           3,226
Depreciation and amortization                                                2,529            --           2,529
General and administrative expenses                                            325                           325
                                                                        -------------------------------------------
    Total costs and expenses                                                 6,034            46           6,080
                                                                        -------------------------------------------

Operating income (loss)                                                      2,081           (46)          2,035
Interest expense, net                                                       (1,054)          (48)         (1,102)
                                                                        -------------------------------------------
  Income (loss) before income taxes                                          1,027           (94)            933
Provision for (benefit from) income taxes                                      390           (36)            354
                                                                        -------------------------------------------
Net income (loss) from discontinued operations                          $      637   $       (58)     $      579
                                                                        ===========================================
</TABLE>


NET INCOME

As a result of the  foregoing,  for the three months  ended June 30,  2001,  net
income  was  $0.3  million,   resulting  in  basic  and  diluted   earnings  per
weighted-average common share outstanding of $0.03. For the same period of 2000,
net  income  was $0.6  million,  resulting  in basic and  diluted  earnings  per
weighted-average common share outstanding of $0.07.

Comparison of the Company's  Operating Results for the Six Months Ended June 30,
2001 and 2000

The following analysis reviews the operating results of the Company:
<TABLE>
<CAPTION>

REVENUES
                                                                                  For the Six Months
                                                                                     Ended June 30,
                                                                        2001                          2000
                                                                     -----------------------------------------
                                                                                (in thousands of dollars)

<S>                                                                   <C>                     <C>
Operating lease income                                                $       630             $        309
Management fees                                                             2,987                    3,549
Partnership interests and other fees                                          904                       24
Acquisition and lease negotiation fees                                        185                      153
Other                                                                         630                      535
                                                                     -----------------------------------------
  Total revenues                                                      $     5,336             $      4,570
</TABLE>




<PAGE>


The fluctuations in revenues for the six months ended June 30, 2001, compared to
the six months ended June 30, 2000, are summarized and explained below.

OPERATING LEASE INCOME BY TYPE:
<TABLE>
<CAPTION>

                                                                                  For the Six Months
                                                                                      Ended June 30,

                                                                        2001                           2000
                                                                     -----------------------------------------
                                                                               (in thousands of dollars)

<S>                                                                   <C>                     <C>
Lease income from assets held for sale                                $       347             $        122
Other                                                                         283                      187
                                                                     -----------------------------------------
  Total operating lease income                                        $       630             $        309
</TABLE>

Operating  lease  income  includes  revenues  generated  from  assets  held  for
operating  leases and assets  held for sale that are on lease.  Operating  lease
income increased $0.3 million during six months ended June 30, 2001, compared to
the six months ended June 30, 2000 due to the following:

          1) Lease  income  from  assets held for sale  increased  $0.2  million
          during the six months ended June 30, 2001  compared to the same period
          of 2000.  During the six months ended June 30, 2001, the Company owned
          $10.3  million  in  marine  containers  for 78 days  during  which the
          Company earned $0.3 million in operating lease income.  During the six
          months ended June 30, 2000,  the Company owned $14.0 million in marine
          containers  for 17 days on which the Company  earned  $0.1  million in
          operating lease income.

          2) Lease income from other assets  increased  $0.1 million  during the
          six months ended June 30, 2001 compared to the same period of 2000 due
          to an increase in the amount of other assets held for lease.

MANAGEMENT FEES:

Management fees are, for the most part, based on the gross revenues generated by
equipment under  management.  Management fees were $3.0 million and $3.5 million
for the six months ended June 30, 2001 and 2000,  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 $0.9  million and $24,000 for the six months  ended June 30, 2001 and 2000,
respectively.  The increase in net earnings  from  affiliated  programs in 2001,
compared to 2000,  resulted from increased  gains on disposition of equipment in
the Growth Fund programs.

ACQUISITION AND LEASE NEGOTIATION FEES:

During the six months  ended June 30, 2001,  the  Company,  on behalf of the EGF
programs,  purchased  transportation  and  other  equipment  for  $8.0  million,
compared to first six months of 2000 during  which the  Company  purchased  $5.0
million of  transportation  and other equipment for these programs.  The Company
has  reached  certain  fee  limitations  in certain of its  limited  partnership
programs per the  partnership  agreements.  During the six months ended June 30,
2001 and 2000, the Company did not take  acquisition and lease  negotiation fees
on $5.0 million and $2.2 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.

COSTS AND EXPENSES
<TABLE>
<CAPTION>
                                                                                  For the Six Months
                                                                                      Ended June 30,

                                                                       2001                         2000
                                                                     -----------------------------------------
                                                                               (in thousands of dollars)

<S>                                                                   <C>                     <C>
Operations support                                                    $       639             $      1,080
Depreciation and amortization                                                 414                      396
General and administrative                                                  3,396                    2,589
                                                                     -----------------------------------------
  Total costs and expenses                                            $     4,449             $      4,065
</TABLE>


OPERATIONS SUPPORT:

Operations  support expense,  including salary and  office-related  expenses for
operational  activities,  decreased  $0.4 million (41%) for the six months ended
June 30, 2001,  compared to the six months ended June 30, 2000.  The decrease in
operations  support expense was primarily due to a decrease in compensation  and
benefits expense resulting from staff reductions.

DEPRECIATION AND AMORTIZATION:

Depreciation and amortization  expense increased $18,000 (5%) for the six months
ended June 30,  2001,  compared  to the six  months  ended  June 30,  2000.  The
increase  resulted  from an  increase  in the  volume of other  assets  held for
operating lease.

GENERAL AND ADMINISTRATIVE:

General and administrative  expenses increased $0.8 million (31%) during the six
months  ended June 30,  2001,  compared to the six months ended June 30, 2000. A
$0.3 million increase was due to compensation expense recorded relating to stock
option expenses incurred in the first quarter of 2001. An additional increase of
$0.3  million in 2001 was due to  expenses  incurred  related to the sale of the
Company (as discussed in Note 1 to the consolidated financial statements). There
were no similar expenses in 2000.

OTHER INCOME AND EXPENSES
<TABLE>
<CAPTION>
                                                                      For the Six Months
                                                                          Ended June 30,
                                                            2001                         2000
                                                         -----------------------------------------
                                                                  (in thousands of dollars)

<S>                                                       <C>                     <C>
Interest expense                                          $        (3)            $       (870)
Interest income                                                   235                      603
Other expenses, net                                               (61)                      (2)
</TABLE>

INTEREST EXPENSE:

Interest expense  decreased $0.9 million (100%) during the six months ended June
30, 2001,  compared to the six months ended June 30, 2000,  due to the Company's
repayment of the senior secured notes in 2000.

INTEREST INCOME:

Interest  income  decreased  $0.4 million (61%) during the six months ended June
30, 2001, compared to the same period of 2000 due to lower average cash balances
and lower  interest  rates during the six months ended June 30, 2001 compared to
the same period of 2000.

OTHER EXPENSES, NET:

Other expenses of $0.1 million in the first six months of 2001 represented costs
related to the  settlement of  litigation.  A similar event did not occur in the
first six months of 2000.

PROVISION FOR INCOME TAXES:

For the six months ended June 30, 2001,  the  provision  for income tax was $0.4
million,  representing  an effective  rate of 40%. For the six months ended June
30, 2000,  the  provision  for income taxes was $0.1  million,  representing  an
effective rate of 38%.

NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS

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

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

Accordingly, the Company's trailer leasing and commercial and industrial leasing
operations are accounted for as discontinued operations.  Net income (loss) from
discontinued  operations  for the six months  ended June 30, 2000 are as follows
(in thousands of dollars):
<TABLE>
<CAPTION>

                                                                                           2000
                                                                          ----------------------------------------
                                                                             Trailer
                                                                             Leasing        AFG          Total
                                                                          ---------------------------------------


<S>                                                                       <C>          <C>          <C>
REVENUES
Operating lease income                                                    $    15,053  $   1,841    $   16,894
Finance lease income                                                               --      1,650         1,650
Management fees                                                                   358        100           458
Partnership interests                                                             164         --           164
Gain (loss) on disposition of assets, net                                         (21)        40            19
Other                                                                              33        445           478
                                                                          ---------------------------------------
  Total revenues                                                               15,587      4,076        19,663
                                                                          ---------------------------------------

COSTS AND EXPENSES
Operations support                                                              6,867        766         7,633
Depreciation and amortization                                                   4,894      1,505         6,399
General and administrative expenses                                               711         --           711
                                                                          ---------------------------------------
  Total costs and expenses                                                     12,472      2,271        14,743
                                                                          ---------------------------------------

Operating income                                                                3,115      1,805         4,920
Interest expense, net                                                          (2,143)    (1,655)       (3,798)
                                                                          ---------------------------------------
Net income from discontinued operations
  before income taxes                                                             972        150         1,122
Provision for income tax                                                          369         57           426
Net income previously accrued as a component
  of loss on a discontinued operation                                              --       (200)         (200)
                                                                          ---------------------------------------
Net income (loss) from discontinued operations                            $       603  $    (107)   $      496
                                                                          =======================================
</TABLE>


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



NET INCOME

As a result of the  foregoing,  for the six months ended June 30, 2001 and 2000,
net  income  was $0.6  million,  resulting  in basic and  diluted  earnings  per
weighted-average common share outstanding of $0.08.

LIQUIDITY AND CAPITAL RESOURCES

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

During the six months ended June 30, 2001,  accounts  receivable  decreased $0.6
million.  This  decrease was primarily by the  collection  of lease  receivables
outstanding at December 31, 2000.

As of December 31, 2000, the Company had $10.3 million in marine containers that
were reported as assets held for sale.  During the first six months of 2001, the
Company sold these  marine  containers  to  affiliated  programs at cost,  which
approximated  their fair market value.  As of June 30, 2001,  the Company had no
assets held for sale.

During the six months  ended  June 30,  2001,  restricted  cash  decreased  $2.5
million.  The  Company's  agreement to be purchased by MILPI  Acquisition  Corp.
required the Company to place $1.7 million into an escrow account as of December
31, 2000.  Concurrent  with the conclusion of the tender offer in February 2001,
the $1.7 million in  restricted  cash held in an escrow  account was released to
the Company.  Restricted cash as of December 31, 2000 also included $0.8 million
related to the Company's obligations under the deferred compensation agreements.
These deferred compensation obligations were paid during the first six months of
2001 and the cash held as restricted related to these agreements was released.

During the six months ended June 30, 2001,  other assets decreased $1.0 million.
A $0.6 million  decrease was due to a decrease in net book value of other assets
held for  lease due to asset  sales and  depreciation  being  recorded  on these
assets.  A decrease of $0.4 million was due to a reduction in prepaid  insurance
and prepaid rent.

During the six months ended June 30, 2001, accounts payable and accrued expenses
decreased  $10.0  million.  $5.4 million of this  decrease was the result of net
federal and state income tax payments  made in 2001. A $3.5 million  decrease in
accrued  expenses  was  due to the  payment  of  deferred  compensation,  profit
sharing,  and bonuses in 2001 that were accrued at December  31, 2000.  Accounts
payable  decreased $0.8 million due to the timing of payments and the payment in
2001 of a litigation settlement that had been accrued at December 31, 2000

DEBT FINANCING:

WAREHOUSE CREDIT FACILITY: In April 2001, the Company entered into a joint $15.0
million  credit  facility  on behalf  of  Acquisub  LLC  (ACQ),  a  wholly-owned
subsidiary of the Company,  PLM Equipment Growth Fund VI (EGF VI), PLM Equipment
Growth and Income Fund VII (EGF VII), and Professional  Lease Management  Income
Fund I (Fund  I),  each  affiliated  investment  programs  of the  Company.  The
facility provides interim financing of up to 100% of the aggregate book value of
eligible equipment as defined in the credit agreement.  The Company, EGF VI, EGF
VII,  and Fund I,  collectively  may  borrow  up to  $15.0  million  under  this
facility.  Outstanding borrowings by one borrower reduce the amount available to
each of the other  borrowers  under the facility.  Individual  borrowings may be
outstanding for no more than 270 days, with all advances due no later than April
12, 2002.  Interest accrues at either the prime rate or adjusted LIBOR plus 2.00
%, at the borrower's  option, and is set at the time of an advance of funds. The
Company guarantees all borrowings.  As of June 30, 2001 and August 8, 2001 there
were no borrowings outstanding under this facility by any of the borrowers. .

<PAGE>



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

FORWARD-LOOKING INFORMATION:

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.











                      This space intentionally left blank.


<PAGE>




                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings

See Note 7 to the consolidated financial statements.


Item 6. Exhibits and Reports on Form 8-K

(A)  Exhibits

None.


<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/ Stephen M. Bess
                            ---------------------------------------------------
                            Stephen M. Bess
                            Chief Executive Officer and
                            Current Chief Accounting Officer




Date: August 8, 2001