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




[X]      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(D) OF THE  SECURITIES
         EXCHANGE ACT OF 1934
         FOR THE FISCAL QUARTER ENDED MARCH 31, 2000

                                       OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         FOR THE TRANSITION PERIOD FROM                 TO


                          COMMISSION FILE NUMBER 1-9670
                         -------------------------------

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


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

 ONE MARKET, STEUART STREET TOWER,
    SUITE 800, SAN FRANCISCO, CA                                 94105-1301
(Address of principal executive offices)                         (Zip Code)



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


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


         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest  practicable date: common stock - $.01
par value; outstanding as of May 2, 2000 - 7,701,409 shares.


<PAGE>


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

<TABLE>
<CAPTION>

                                                                                                      For the Three Months
                                                                                                         Ended March 31,
                                                                                                       2000           1999
                                                                                                    --------------------------

     REVENUES
     <S>                                                                                             <C>             <C>
     Operating lease income                                                                          $   7,290       $   3,877
     Management fees                                                                                     1,984           2,153
     Partnership interests and other fees                                                                  281             290
     Acquisition and lease negotiation fees                                                                 19             461
     Loss on the sale or disposition of assets, net                                                        (13)             (9)
     Other                                                                                                 346             364
                                                                                                    -----------------------------
         Total revenues                                                                                  9,907           7,136
                                                                                                    -----------------------------
     COSTS AND EXPENSES
     Operations support                                                                                  4,273           2,699
     Depreciation and amortization                                                                       2,522           1,577
     General and administrative                                                                          1,586           1,484
                                                                                                    -----------------------------
         Total costs and expenses                                                                        8,381           5,760
                                                                                                    -----------------------------

     Operating income                                                                                    1,526           1,376

     Interest expense                                                                                   (1,520)         (1,097)
     Interest income                                                                                       203              97
                                                                                                    -----------------------------
       Income before income taxes                                                                          209             376

     Provision for income taxes                                                                             79             145
                                                                                                    -----------------------------

       Net income from continuing operations                                                               130             231

     Income (loss) from discontinued operations, net of income tax                                         (49)             79
                                                                                                    -----------------------------
     Net income before cumulative effect of accounting change                                               81             310

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

           Net income to common shares                                                               $       81      $      60
                                                                                                    =============================

     Basic earnings per weighted-average common share outstanding:
           Income from continuing operations                                                         $     0.02      $    0.03
           Income (loss) from discontinued operations                                                     (0.01)          0.01
           Cumulative effect of accounting change                                                           --           (0.03)
                                                                                                    -----------------------------
         Net income                                                                                  $     0.01      $    0.01
                                                                                                    =============================
     Diluted earnings per weighted-average common share outstanding:
           Income from continuing operations                                                         $    0.02       $    0.03
           Income (loss) from discontinued operations                                                    (0.01)           0.01
           Cumulative effect of accounting change                                                           --           (0.03)
                                                                                                    -----------------------------
         Net income                                                                                  $    0.01       $    0.0
                                                                                                    =============================


</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
                                                                                                 March 31,          December 31,
                                                                                                   2000                 1999
                                                                                            ---------------------------------------

  <S>                                                                                        <C>              <C>
  Cash and cash equivalents                                                                  $    22,636      $           2,089
  Receivables (net of allowance for doubtful accounts of $1.2 million and
    $0.8 million as of March 31, 2000 and December 31, 1999, respectively)                        10,329                  8,437
  Receivables from affiliates                                                                      4,248                  2,962
  Net assets of discontinued operations                                                               --                 30,990
  Equity interest in affiliates                                                                   18,165                 18,145
  Trailers held for operating leases                                                             108,272                103,000
    Less accumulated depreciation                                                                (23,298)               (21,093)
                                                                                             -------------------------------------
                                                                                                  84,974                 81,907

  Restricted cash and cash equivalents                                                             1,477                  1,812
  Other assets, net                                                                                7,815                  5,855
                                                                                             =====================================
      Total assets                                                                           $   149,644      $         152,197
                                                                                             =====================================


                                       LIABILITIES AND SHAREHOLDERS' EQUITY

  Liabilities
  Senior secured notes                                                                       $    18,799      $          20,679
  Senior secured loan                                                                              7,353                  8,824
  Other secured debt                                                                              50,103                 50,697
  Payables and other liabilities                                                                   8,570                  8,445
  Deferred income taxes                                                                           15,503                 14,139
                                                                                             -------------------------------------
    Total liabilities                                                                            100,328                102,784

  Shareholders' equity
  Preferred stock ($0.01 par value, 10.0 million shares
    authorized, none outstanding as of March 31, 2000 and December 31, 1999)                          --                     --
  Common stock ($0.01 par value, 50.0 million shares
    authorized, and 7,701,409 and 7,675,410 shares issued and outstanding
    as of March 31, 2000 and December 31, 1999, respectively)                                        112                    112
  Paid-in capital, in excess of par                                                               74,883                 75,059
  Treasury stock (4,334,346 and 4,360,345 shares as of March 31, 2000 and
    December 31, 1999, respectively)                                                             (18,326)               (18,324)
  Accumulated deficit                                                                             (7,353)                (7,434)
                                                                                             -------------------------------------
    Total shareholders' equity                                                                    49,316                 49,413
                                                                                             =====================================
      Total liabilities and shareholders' equity                                             $   149,644      $         152,197
                                                                                             =====================================



</TABLE>








       See accompanying notes to these consolidated financial statements.


<PAGE>


                             PLM INTERNATIONAL, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
            AND COMPREHENSIVE INCOME For the Year Ended December 31,
                 1999 and the Three Months Ended March 31, 2000
                            (in thousands of dollars)
<TABLE>
<CAPTION>






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

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

Comprehensive income:
  Net income                                                                               81              81
Exercise of stock options                                (176)             336                            160
Common stock purchases                                                    (338)                          (338)
                                         ===========================================================================
  Balances, March 31, 2000               $ 112      $  74,883        $ (18,326)    $   (7,353)    $    49,316
                                         ===========================================================================

</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 Three Months


                                                                                                            Ended March 31,
                                                                                                       2000               1999
                                                                                                   --------------------------------

  <S>                                                                                              <C>                 <C>
  OPERATING ACTIVITIES
  Net income from continuing operations                                                            $        130        $       231
  Adjustments to reconcile net income from continuing operations to net cash
    provided by operating activities:
      Depreciation and amortization                                                                       2,522              1,577
      Deferred income tax                                                                                 1,364             (5,838)
      Loss on sale or disposition of assets, net                                                             13                  9
      Equity income in excess of (less than) cash received                                                 (244)               82
      Increase (decrease) in payables and other liabilities                                                 125               (792)
      (Increase) decrease in receivables and receivables from affiliates                                    170                303
      Amortization of goodwill related to the investment programs                                           224                709
      Increase in other assets                                                                           (2,265)               (62)
                                                                                                   --------------------------------
         Cash provided by (used in) operating activities of continuing operations                         2,039             (3,781)
         Cash provided by operating activities of discontinued operations                                    --              6,636
         Cumulative effect of accounting change                                                              --                250
                                                                                                   --------------------------------
        Net cash provided by operating activities                                                         2,039              3,105
                                                                                                   --------------------------------

  INVESTING ACTIVITIES
  Principal payments received on finance leases                                                             140                 71
  Purchase of property, plant, and equipment                                                                 (2)              (409)
  Purchase of transportation equipment and capital improvements                                          (5,480)           (21,907)
  Proceeds from sale of subsidiary, net of transaction costs                                             27,723                 --
  Proceeds from the sale of transportation equipment for lease                                               45                103
  Proceeds from the sale of assets held for sale                                                             --              6,960
  Decrease (increase) in restricted cash and restricted cash equivalents                                    335               (409)
  Investing activities of discontinued operations                                                            --               (574)
                                                                                                    -------------------------------
        Net cash provided by (used in) investing activities                                              22,761            (16,165)
                                                                                                    -------------------------------

  FINANCING ACTIVITIES
  Borrowings of short-term warehouse credit facilities                                                    1,200             17,126
  Repayment of short-term warehouse credit facilities                                                    (1,200)            (5,855)
  Repayment of senior secured notes                                                                      (1,880)            (1,880)
  Repayment of senior secured loan                                                                       (1,471)            (1,471)
  Repayment of other secured debt                                                                          (867)              (298)
  Borrowings of other secured debt                                                                          273                 --
  Proceeds from exercise of stock options                                                                    30                 18
  Purchase of stock                                                                                        (338)              (405)
  Net financing activities of discontinued operations                                                        --                942
                                                                                                   --------------------------------
        Net cash (used in) provided by financing activities                                              (4,253)             8,177
                                                                                                   --------------------------------

  Net increase (decrease) in cash and cash equivalents                                                   20,547             (4,883)
  Cash and cash equivalents at beginning of period                                                        2,089              8,786
                                                                                                   ================================
  Cash and cash equivalents at end of period                                                       $     22,636        $     3,903
                                                                                                   ================================

  SUPPLEMENTAL INFORMATION
  Net cash paid for interest from continuing operations                                            $      1,588        $      2,61
                                                                                                   ================================
  Net cash paid for interest from discontinued operations                                          $      1,688        $     1,125
                                                                                                   ================================
  Net cash paid for income taxes                                                                   $        182        $       137
                                                                                                   ================================

</TABLE>





       See accompanying notes to these consolidated financial statements.


<PAGE>



                             PLM INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2000

1.   GENERAL

In the opinion of management,  the accompanying unaudited consolidated financial
statements  contain all adjustments  necessary,  consisting  primarily of normal
recurring  accruals,  to present fairly PLM International,  Inc. and its wholly-
and majority-owned  subsidiaries (the Company's)  financial position as of March
31, 2000 and December 31, 1999,  statements of income for the three months ended
March 31,  2000 and 1999,  statements  of  changes in  shareholders'  equity and
comprehensive  income for the year ended  December 31, 1999 and the three months
ended March 31, 2000 and  statements  of cash flows for the three  months  ended
March 31,  2000 and 1999.  Certain  information  and note  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles  have been  condensed  or omitted  from the  accompanying
consolidated financial statements. For further information,  reference should be
made to the financial  statements  and notes  thereto  included in the Company's
Annual  Report on Form 10-K for the year ended  December 31, 1999,  on file with
the Securities and Exchange Commission.

2.   RECLASSIFICATIONS

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

3.   DISCONTINUED OPERATIONS

In October 1999, the Company agreed to sell American Finance Group,  Inc. (AFG),
its commercial and industrial  equipment  leasing  subsidiary for  approximately
$28.3 million,  net of transaction costs and income taxes. On February 25, 2000,
the shareholders of PLM International approved the transaction.  The sale of AFG
was completed on March 1, 2000. On that date, the Company received $29.0 million
for AFG. The Company  expects to receive  additional  proceeds of $3.2  million,
which are included in receivables on consolidated  balance sheet as of March 31,
2000,  in the  second  quarter  of 2000  related  to the sale of AFG.  Taxes and
transaction costs related to the sale are estimated to be $3.9 million resulting
in estimated  net  proceeds to the Company of $28.3  million.  In addition,  AFG
distributed  to PLMI  certain  assets with a net book value of $2.7  million and
cash of $0.4 million immediately prior to the sale.

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

Net income (loss) from  discontinued  operations for the quarter ended March 31,
2000 and 1999 are as follows (in thousands of dollars):
<TABLE>
<CAPTION>


                                                                                      2000            1999
                                                                                -------------------------------
  <S>                                                                             <C>             <C>
  Revenue                                                                         $    4,076      $    6,471
  Costs and expenses                                                                  (2,871)         (2,954)
                                                                                -------------------------------
  Operating income                                                                     1,205           3,517
  Interest expense                                                                    (1,702)         (2,588)
  Interest income and other expenses                                                      95            (802)
                                                                                -------------------------------
  Net income (loss) from discontinued operations before income taxes                    (402)            127
  Provision for (benefit from) income tax                                               (153)             48
  Net income previously accrued as a component of loss
    on discontinued operations                                                           200              --
                                                                                -------------------------------
  Net income (loss) from discontinued operations                                  $      (49)     $       79
                                                                                ================================
</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.


<PAGE>


4.   EQUIPMENT

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

During the first three months of 2000, the Company  purchased  trailers for $5.5
million and sold trailers with a net book value of $0.1 million for $45,000.

As of March 31, 2000 and December 31,  1999,  the Company had no equipment  held
for sale.

5.   DEBT

The Company has a $24.5 million facility,  which is shared with Equipment Growth
Fund  VI (EGF  VI),  Equipment  Growth  and  Income  Fund  VII  (EGF  VII),  and
Professional  Lease  Management  Income  Fund I, LLC (Fund I),  that  allows the
Company to purchase  equipment prior to its designation to a specific program or
prior to obtaining permanent  financing.  Total borrowings for trailer equipment
are  limited  to $12.0  million.  Borrowings  under this  facility  by the other
eligible  borrowers  reduce the amount  available to be borrowed by the Company.
All borrowings under this facility are guaranteed by the Company.  This facility
expires on June 30, 2000.  As of March 31, 2000,  the Company had no  borrowings
outstanding  under this facility and there were no other borrowings  outstanding
under this facility by any other eligible borrower. The Company believes it will
be able to  renew  this  facility  on  substantially  the  same  terms  upon its
expiration.

During the first  quarter of 2000,  the Company  borrowed $0.3 million under the
$15.0  million  credit  facility  used to  purchase  trailers.  This  facility's
outstanding balance at March 31, 2000 was $15.0 million.

During the first quarter of 2000,  the Company repaid $1.5 million of the senior
secured loan, $1.9 million of the senior secured notes,  and $0.9 million of the
other secured debt, in accordance with the debt repayment schedules.

6.   SHAREHOLDERS' EQUITY

During the first  quarter of 2000,  the Company  purchased  54,001 shares of the
Company's  common stock for $0.3  million,  under the $5.0 million  common stock
repurchase  program  authorized by the Company's  Board of Directors in December
1998. As of March 31, 2000,  784,080 shares had been purchased  under this plan,
for a total of $4.7 million.

During the three  months ended March 31,  2000,  80,000  shares were issued from
exercise of stock  options.  Consequently,  the total common shares  outstanding
increased to 7,701,409 as of March 31, 2000 from the 7,675,410 outstanding as of
December 31, 1999.

Net income per basic  weighted-average  common share outstanding was computed by
dividing net income to common  shares by the  weighted-average  number of shares
deemed  outstanding  during the period.  The  weighted-average  number of shares
deemed outstanding for the basic earnings per share calculation during the three
months ended March 31, 2000 and 1999 was 7,702,985 and 8,164,672,  respectively.
The weighted-average number of shares deemed outstanding,  including potentially
dilutive  common shares,  for the diluted  earnings per  weighted-average  share
calculation  during the three months ended March 31, 2000 and 1999 was 7,761,244
and 8,288,189, respectively.

7.   LEGAL MATTERS

The Company and various of its wholly owned subsidiaries are named as defendants
in a lawsuit  filed as a purported  class  action in January 1997 in the Circuit
Court of Mobile County,  Mobile,  Alabama, Case No. CV-97-251 (the Koch action).
The named  plaintiffs are six individuals  who invested in PLM Equipment  Growth
Fund IV (Fund IV), PLM Equipment  Growth Fund V (Fund V), PLM  Equipment  Growth
Fund VI (Fund VI),  and PLM  Equipment  Growth & Income Fund VII (Fund VII) (the
Partnerships),  each a California  limited  partnership  for which the Company's
wholly owned subsidiary, PLM Financial

<PAGE>


7.   LEGAL MATTERS (CONTINUED)

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

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

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

In February 1999 the parties to the Koch and Romei actions  agreed to settle the
lawsuits,  with  no  admission  of  liability  by any  defendant,  and  filed  a
Stipulation  of Settlement  with the court.  The  settlement is divided into two
parts,  a  monetary  settlement  and  an  equitable  settlement.   The  monetary
settlement  provides  for  a  settlement  and  release  of  all  claims  against
defendants  in  exchange  for payment for the benefit of the class of up to $6.6
million.  The final settlement  amount will depend on the number of claims filed
by class members,  the amount of the administrative costs incurred in connection
with the  settlement,  and the amount of attorneys' fees awarded by the court to
plaintiffs'  attorneys.  The Company will pay up to $0.3 million of the monetary
settlement,  with  the  remainder  being  funded  by an  insurance  policy.  For
settlement  purposes,  the monetary  settlement class consists of all investors,
limited partners, assignees, or unit holders who purchased or received by way of
transfer or assignment  any units in the  Partnerships  between May 23, 1989 and
June 29, 1999. The monetary settlement,  if approved, will go forward regardless
of whether the equitable settlement is approved or not.

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

<PAGE>


7.   LEGAL MATTERS (CONTINUED)

instructions  contained in  solicitation  statements that will be mailed to them
after being filed with the  Securities  and Exchange  Commission.  The equitable
settlement  also  provides  for  payment of  additional  attorneys'  fees to the
plaintiffs' attorneys from Partnership funds in the event, if ever, that certain
performance  thresholds  have  been  met  by  the  Partnerships.  The  equitable
settlement class consists of all investors,  limited partners, assignees or unit
holders who on June 29,  1999 held any units in Funds V, VI, and VII,  and their
assigns and successors in interest.

The court preliminarily  approved the monetary and equitable settlements in June
1999. The monetary settlement remains subject to certain  conditions,  including
notice to the monetary class and final  approval by the court  following a final
fairness  hearing.   The  equitable   settlement   remains  subject  to  certain
conditions, including: (a) notice to the equitable class, (b) disapproval of the
proposed  amendments  to the  partnership  agreements  by less  than  50% of the
limited  partners  in one or more of  Funds V, VI,  and  VII,  and (c)  judicial
approval  of the  proposed  amendments  and  final  approval  of  the  equitable
settlement by the court following a final fairness  hearing.  No hearing date is
currently  scheduled for the final fairness  hearing.  The Company  continues to
believe  that the  allegations  of the Koch and  Romei  actions  are  completely
without  merit and intends to continue to defend this matter  vigorously  if the
monetary settlement is not consummated.

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.   PURCHASE COMMITMENTS

As of May 2, 2000,  the  Company had  committed  to  purchase  $21.0  million of
trailer equipment.

9.   OPERATING SEGMENTS

The Company operates or operated in three operating  segments:  trailer leasing,
the  management  of  investment  programs  and  other  transportation  equipment
leasing,  and  commercial and industrial  equipment  leasing and financing.  The
trailer  leasing  segment  includes 22 trailer rental  facilities that engage in
short to mid-term  operating  leases of  refrigerated  and dry van trailers to a
variety of customers and management of trailers for the investment programs. The
management of investment  programs and other  transportation  equipment  leasing
segment involves managing the Company's  syndicated  investment  programs,  from
which it earns fees and equity interests,  and arranging  short-term to mid-term
operating  leases  of  other  transportation  equipment.  The  Company  sold its
comercial  and  industrial  equipment  leasing  subsidiary  on  March  1,  2000.
Accordingly,  this segment is accounted  for as a  discontinued  operation.  The
Company  evaluates the  performance of each segment based on profit or loss from
operations before  allocating  general and  administrative  expenses and certain
operation support expense and before allocating income taxes.



<PAGE>


9.   OPERATING SEGMENTS (CONTINUED)

The following  tables present a summary of the operating  segments (in thousands
of dollars):
<TABLE>
<CAPTION>


                                                                  Commercial         Management
                                                                     and             of Investment
                                                                  Industrial          Programs
                                                                  Equipment           and Other
                                                                   Leasing         Transportation
                                                    Trailer           and            Equipment
                                                   Leasing        Financing          Leasing        Other<F1>1       Total
For the quarter ended March 31, 2000
-------------------------------------           ----------------------------------------------------------------------------

REVENUES
<S>                                              <C>           <C>               <C>               <C>          <C>
Lease income                                     $      7,245  $            --   $            45   $        --  $      7,290
Fees earned                                               173               --             2,111            --         2,284
Loss on sale or disposition of assets, net                (13)              --                --            --           (13)
Other                                                       3               --               343            --           346
                                                ------------------------------------------------------------------------------
  Total revenues                                        7,408               --             2,499            --         9,907
                                                ------------------------------------------------------------------------------
Costs and expenses
Operations support                                      3,640               --               296           337         4,273
Depreciation and amortization                           2,365               --               157            --         2,522
General and administrative expenses                        --               --                --         1,586         1,586
                                                ------------------------------------------------------------------------------
  Total costs and expenses                              6,005               --               453         1,923         8,381
                                                ------------------------------------------------------------------------------
Operating income (loss)                                 1,403               --             2,046        (1,923)        1,526
Interest expense, net                                  (1,089)              --              (431)          203        (1,317)
                                                ------------------------------------------------------------------------------
  Income (loss) before income taxes              $        314  $            --   $         1,615   $    (1,720) $        209
                                                ==============================================================================

Loss from discontinued operations, net of        $         --  $           (49)  $                 $        --  $        (49)
income tax                                                                                    --
                                                ==============================================================================

Total assets as of March 31, 2000                $     90,263  $            --   $        27,764   $    31,617  $    149,644
                                                ==============================================================================


                                                                  Commercial         Management
                                                                     and           of Investment
                                                                  Industrial          Programs
                                                                  Equipment           and Other
                                                                   Leasing        Transportation
                                                    Trailer          and             Equipment
                                                    Leasing        Financing          Leasing       Other<F1>1        Total
For the quarter ended March 31, 1999
-------------------------------------           ----------------------------------------------------------------------------

Revenues
Lease income                                     $      3,691  $            --   $           186   $        --  $      3,877
Fees earned                                               205               --             2,699            --         2,904
Loss on sale or disposition of assets, net                 (9)              --                --            --            (9)
Other                                                      --               --               364            --           364
                                                ------------------------------------------------------------------------------
  Total revenues                                        3,887               --             3,249            --         7,136
                                                ------------------------------------------------------------------------------
Costs and expenses
Operations support                                      1,899               --               494           306         2,699
Depreciation and amortization                           1,459               --               110             8         1,577
General and administrative expenses                        --               --                --         1,484         1,484
                                                ------------------------------------------------------------------------------
  Total costs and expenses                              3,358               --               604         1,798         5,760
                                                ------------------------------------------------------------------------------
Operating income (loss)                                   529               --             2,645        (1,798)        1,376
Interest expense, net                                    (554)              --              (446)           --        (1,000)
                                                ------------------------------------------------------------------------------
  Income (loss) before income taxes              $        (25) $            --   $         2,199   $    (1,798) $        376
                                                ==============================================================================

Income from discontinued operations, net of      $         --  $            79   $            --   $        --  $         79
income tax
                                                ==============================================================================
Cumulative effect of accounting change,
  net of income taxes                            $         --  $          (250)  $            --   $        --  $       (250)
                                                ==============================================================================

Total assets as of March 31, 1999                $     57,316  $        25,505   $        36,271   $     9,119  $    128,211
                                                ==============================================================================

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


<PAGE>


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

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

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

TRAILER LEASING

The Company operates 22 trailer rental  facilities doing business as PLM Trailer
Leasing that engage in short-term  and mid-term  operating  leases.  Nineteen of
these facilities operate  predominantly  refrigerated trailers used to transport
temperature-sensitive commodities,  consisting primarily of food products. Three
facilities operate only dry van (non-refrigerated) trailers. The Company intends
to move  virtually all of its dry van trailers to these  facilities.  During the
first three months of 2000, the Company  purchased $5.5 million of  refrigerated
trailer equipment.

MANAGEMENT OF INVESTMENT PROGRAMS

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

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

In  accordance  with  certain  limited  partnership  agreements,   four  limited
partnerships have entered their liquidation phases and the Company has commenced
an  orderly  liquidation  of  the  partnerships'  assets.  Two  of  the  limited
partnerships,  PLM Equipment  Growth Fund III (EGF III) and PLM Equipment Growth
Fund IV (EGF IV) are expected to be  liquidated  by the end of 2000.  Two of the
limited partnerships, PLM Equipment Growth Fund (EGF I) and PLM Equipment Growth
Fund II (EGF 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
incurs interest expense.



<PAGE>


COMMERCIAL AND INDUSTRIAL EQUIPMENT LEASING AND FINANCING

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

In October 1999, the Company agreed to sell AFG for approximately $28.3 million,
net  of  transaction   costs  and  income  taxes.  On  February  25,  2000,  the
shareholders of PLM International approved the transaction.  The sale of AFG was
completed  on March 1, 2000,  the Company  received  $29.0  million for AFG. The
Company  expects to receive  additional  proceeds of $3.2  million in the second
quarter of 2000 related to the sale of AFG. Taxes and transaction  costs related
to the sale are estimated to be $3.9 million resulting in estimated net proceeds
to the Company of $28.3 million.  In addition,  AFG  distributed to PLMI certain
assets  with a net  book  value  of  $2.7  million  and  cash  of  $0.4  million
immediately prior to the sale.

Accordingly,  the Company's  commercial  and industrial  leasing  operations are
accounted for as a discontinued operation and prior periods financial statements
have been restated.

COMPARISON OF THE COMPANY'S  OPERATING  RESULTS FOR THE THREE MONTHS ENDED MARCH
31, 2000 AND 1999

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


REVENUES

                                                                             For the Three Months
                                                                                Ended March 31,

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

<S>                                                                   <C>                     <C>
Operating lease income                                                $     7,290             $      3,877
Management fees                                                             1,984                    2,153
Partnership interests and other fees                                          281                      290
Acquisition and lease negotiation fees                                         19                      461
Loss on the sale or disposition of assets, net                                (13)                      (9)
Other                                                                         346                      364
                                                                     -----------------------------------------
  Total revenues                                                      $     9,907             $      7,136
</TABLE>


The fluctuations in revenues for the three months ended March 31, 2000, compared
to the same quarter in 1999, are summarized and explained below.

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


                                                                              For the Three Months
                                                                                Ended March 31,

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

<S>                                                                   <C>                     <C>
Trailers                                                              $     7,245             $      3,691
Lease income from assets held for sale                                         --                      179
Other                                                                          45                        7
                                                                     -----------------------------------------
  Total operating lease income                                        $     7,290             $      3,877
</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 $3.4 million during the first quarter of 2000,  compared to the
same  quarter of 1999.  An increase of $3.6  million in  operating  lease income
generated from trailer  equipment.  An increase of $2.5 million in trailer lease
income was due to an increase in the amount of these  types of  equipment  owned
and on  operating  lease.  For the  quarter  ended March 31,  2000,  the average
investment in trailer  equipment was $105.6  million,  compared to $66.7 million
for the first  quarter of 1999.  An  increase of $1.1  million in trailer  lease
income was due to higher  lease rates in the first  quarter of 2000  compared to
the same quarter of 1999.

The increase in operating  lease income from  trailer  equipment  was  partially
offset by a $0.2 million  decrease in operating lease generated from assets held
for sale.  During the first quarter of 1999, the Company purchased $13.8 million
in marine containers and sold $7.0 million in marine containers to an affiliated
program at cost, which  approximated their fair market value. The Company earned
operating  lease income on these marine  containers  during the first quarter of
1999. There were no assets held for sale by the Company during the first quarter
of 2000.

MANAGEMENT FEES:

         Management  fees are,  for the most part,  based on the gross  revenues
generated by equipment under  management.  Management fees were $2.0 million and
$2.2 million for the quarters ended March 31, 2000 and 1999,  respectively.  The
decrease in management  fees  resulted from a net decrease in managed  equipment
from the PLM  Equipment  Growth  Fund  (EGF)  programs  and  Professional  Lease
Management  Income  Fund  I  (Fund  I).  With  the  termination  of  syndication
activities in 1996,  management  fees from the older programs are decreasing and
are expected to continue to decrease as the programs  liquidate  their equipment
portfolios.

PARTNERSHIP INTERESTS AND OTHER FEES:

The Company  records as  revenues  its equity  interest  in the  earnings of the
Company's  affiliated  programs.  The net earnings from the affiliated  programs
were $0.3  million and $0.4  million for the  quarters  ended March 31, 2000 and
1999,  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, 1999.  The decrease in net  earnings  and  distribution  levels and residual
interests in 2000,  compared to 1999, resulted from the disposition of equipment
in certain of the EGF programs.

ACQUISITION AND LEASE NEGOTIATION FEES:

During the  quarter  ended March 31,  2000,  the  Company,  on behalf of the EGF
programs,  purchased  transportation  and  other  equipment  for  $2.6  million,
compared to the Company  purchasing  $7.2  million of  transportation  and other
equipment  during the quarter ended March 31, 1999,  resulting in a $0.4 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, and because Fund I has a no front-end fee structure, acquisition
and lease negotiation fees will continue at the current levels.

LOSS ON THE SALE OR DISPOSITION OF ASSETS, NET:

         During the quarter ended March 31, 2000, the Company  recorded  $13,000
in loss on the sale or  disposition  of trailer  equipment.  During the  quarter
ended  March  31,  1999,  the  Company  recorded  $9,000  loss  on the  sale  or
disposition of trailer equipment.
<TABLE>

COSTS AND EXPENSES

                                                                               For the Three Months
                                                                                 Ended March 31,

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

<S>                                                                   <C>                     <C>
Operations support                                                    $     4,273             $      2,699
Depreciation and amortization                                               2,522                    1,577
General and administrative                                                  1,586                    1,484
                                                                     -----------------------------------------
  Total costs and expenses                                            $     8,381             $      5,760
</TABLE>



<PAGE>


OPERATIONS SUPPORT:

Operations  support expense,  including salary and  office-related  expenses for
operational  activities,  equipment  insurance,  repair and  maintenance  costs,
equipment remarketing costs, and provision for doubtful accounts, increased $1.6
million  (58%) for the  quarter  ended March 31,  2000,  compared to the quarter
ended March 31, 1999.  Operations support expense related to the trailer leasing
segment  increased  $1.7 million due to the  expansion  of PLM Rental,  with the
addition of rental yards and  additional  trailer  purchases.  This increase was
offset by a $0.2 million decrease in operations  support expenses related to the
management of  investment  programs and other  transportation  equipment-leasing
segment  resulting  from the  sale of the  investment  programs'  transportation
equipment.

DEPRECIATION AND AMORTIZATION:

         Depreciation and amortization expenses increased $0.9 million (60%) for
the quarter ended March 31, 2000,  compared to the quarter ended March 31, 1999.
The increase  resulted  from an increase in  refrigerated  trailer  equipment on
operating lease at PLM Trailer Leasing.

GENERAL AND ADMINISTRATIVE:

General and  administrative  expenses  increased  $0.1  million  (7%) during the
quarter  ended March 31, 2000,  compared to the same quarter in 1999,  primarily
due to a $0.1 million decrease in allocations to the managed programs.
<TABLE>
<CAPTION>

OTHER INCOME AND EXPENSES

                                                                                For the Three Months
                                                                                  Ended March 31,
                                                                         2000                         1999
                                                                     -----------------------------------------
                                                                              (in thousands of dollars)

<S>                                                                   <C>                     <C>
Interest expense                                                      $    (1,520)            $     (1,097)
Interest income                                                               203                       97
</TABLE>


INTEREST EXPENSE:

Interest expense increased $0.4 million (39%) during the quarter ended March 31,
2000,  compared to the same quarter in 1999, due to an increase in borrowings of
other secured debt to fund trailer  purchases.  The increase in interest expense
caused by these  increased  borrowings  was partially  offset by lower  interest
expense  resulting from reductions in the amounts  outstanding  under the senior
secured debt agreements.

INTEREST INCOME:

Interest income increased $0.1 million (109%) during the quarter ended March 31,
2000,  compared to the same quarter of 1999, as a result of higher  average cash
balances  during the quarter ended March 31, 2000,  compared to the same quarter
of 1999. The increase in cash balances  resulted from the proceeds received from
the sale of AFG.

PROVISION FOR INCOME TAXES:

For the three months ended March 31, 2000, the provision for income tax was $0.1
million, representing an effective rate of 38%. For the three months ended March
31, 1999,  the  provision  for income taxes was $0.1  million,  representing  an
effective  rate  of  39%.  The  decrease  in  effective  rate of 1% was due to a
decrease in tax loss from a foreign  subsidiary which was liquidated  during the
first quarter of 2000.




<PAGE>


Net Income from Discontinued Operations

In October  1999,  the  Company  agreed to sell its  commercial  and  industrial
equipment  subsidiary American Finance Group, Inc. (AFG) for approximately $28.3
million,  net of transaction  costs and income taxes.  On February 25, 2000, the
shareholders  of PLM  International  approved  the  transaction.  The  sale  was
completed on March 1, 2000. Accordingly, the Company's commercial and industrial
leasing  operations  are  accounted  for as a  discontinued  operation and prior
periods financial statements have been restated.

Net income from discontinued operations for the quarter ended March 31, 2000 and
1999 are as follows (in thousands of dollars):
<TABLE>
<CAPTION>


                                                                                   2000             1999
                                                                              -------------------------------
  <S>                                                                          <C>              <C>
  REVENUES
  Operating Lease income                                                       $     1,841      $    2,225
  Finance lease income                                                               1,650           3,147
  Management fees                                                                      100             215
  Gain on sale or disposition of assets, net                                            40             322
  Other                                                                                445             562
                                                                              -------------------------------
      Total revenues                                                                 4,076           6,471
                                                                              -------------------------------

  Costs and expenses
  Operations support                                                                 1,366           1,132
  Depreciation and amortization                                                      1,505           1,822
                                                                              -------------------------------
      Total costs and expenses                                                       2,871           2,954
                                                                              -------------------------------

  Operating income                                                                   1,205           3,517
  Interest expense, net                                                             (1,607)         (2,442)
  Other expenses                                                                        --            (948)
                                                                              -------------------------------
    Income (loss) before income taxes                                                 (402)            127
  Provision for (benefit from) income taxes                                           (153)             48
  Net income previously accrued as a component
    of loss on discontinued operations                                                 200              --
                                                                              -------------------------------
  Net income (loss) from discontinued operations                              $        (49)     $       79
                                                                              ===============================
</TABLE>


The  decrease in all revenues and expense was due to the sale of AFG on March 1,
2000.

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

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

CUMULATIVE EFFECT OF ACCOUNTING CHANGE

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

NET INCOME

As a result of the  foregoing,  for the three  months  ended  March 31, 2000 and
1999, net income was $0.1 million,  resulting in basic and diluted  earnings per
weighted-average common share outstanding of $0.01.



<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

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

Liquidity  in the  remainder  2000 and  beyond  will  depend,  in  part,  on the
continued  remarketing  of the equipment  portfolio at similar lease rates,  the
management of existing  sponsored  programs,  the  effectiveness of cost control
programs,  the purchase and sale of equipment,  the volume of trailer  equipment
leasing transactions, and additional borrowings. Management believes the Company
can  accomplish  the  preceding and that it will have  sufficient  liquidity and
capital resources for the future.  Future liquidity is influenced by the factors
summarized below.

DEBT FINANCING:

FSI WAREHOUSE CREDIT  FACILITY:  Assets acquired and held on an interim basis by
the Company for sale to affiliated  programs or third parties have, from time to
time, been partially funded by a $24.5 million  warehouse credit facility.  This
facility is also used to  temporarily  finance the purchase of trailers prior to
permanent  financing being obtained.  Borrowings  under this facility secured by
trailers are limited to $12.0 million.  This facility  expires on June 30, 2000.
The Company believes it will be able to renew this facility on substantially the
same terms upon its expiration.

This  facility is shared with  Equipment  Growth Fund VI (EGF VI), PLM Equipment
Growth & Income Fund VII (EGF VII), and  Professional  Lease  Management  Income
Fund I (Fund I). Borrowings under this facility by the other eligible  borrowers
reduce the amount available to be borrowed by the Company.  All borrowings under
this  facility  are  guaranteed  by the  Company.  This  facility  provides  80%
financing for transportation  assets. The Company can hold transportation assets
under this facility for up to 150 days.  Interest accrues at prime or LIBOR plus
162.5 basis  points,  at the option of the Company.  As of December 31, 1999 and
May 2, 2000, the Company had no outstanding  borrowings  under this facility and
there were no other  borrowings  outstanding  under this  facility  by any other
eligible borrower.

SENIOR SECURED NOTES: The Company's senior secured notes agreement, which had an
outstanding balance of $18.8 million as of March 31, 2000 and May 2, 2000, bears
interest at LIBOR plus 240 basis points.  The Company has pledged  substantially
all of its future management fees,  acquisition and lease negotiation fees, data
processing  fees, and partnership  distributions  as collateral to the facility.
The facility required quarterly  interest-only payments through August 15, 1997,
with principal plus interest  payments  beginning  November 15, 1997.  Principal
payments of $1.9 million are payable quarterly  through  termination of the loan
on August 15, 2002.

SENIOR  SECURED LOAN:  The  company's  senior loan with a syndicate of insurance
companies, which had an outstanding balance of $7.4 million as of March 31, 2000
and May 2, 2000, provides that equipment sale proceeds from pledged equipment or
cash deposits be placed into a collateral account or used to purchase additional
equipment  to the  extent  required  to meet  certain  debt  covenants.  Pledged
equipment  for this loan  consists of the storage  equipment  and  virtually all
trailer equipment purchased prior to August 1998. As of March 31, 2000, the cash
collateral  balance for this loan was $43,000 and is included in restricted cash
and cash  equivalents  on the Company's  balance  sheet.  During the first three
months of 2000, the Company  repaid $1.5 million on this facility.  The facility
bears interest at 9.78% and required  quarterly  interest  payments through June
30, 1997,  with  quarterly  principal  payments of $1.5  million  plus  interest
charges  beginning June 30, 1997 and continuing until termination of the loan in
June 2001.

OTHER  SECURED  DEBT:  As of March 31,  2000,  the  Company  had  $35.1  million
outstanding  under eight debt agreements,  bearing interest from 5.35% to 7.05%,
each with  payments of $0.1 million due monthly in advance.  The debt is secured
by certain  trailer  equipment  and allows the Company to buy the equipment at a
fixed price at the end of the loan.  The final  payments  under these eight debt
agreements total $9.1 million due between December 2005 and October 2006.

In the second quarter of 1999,  the Company  entered into a $15.0 million credit
facility  loan  agreement  bearing  interest at LIBOR plus 1.5%.  This  facility
allows the Company to borrow up to $15.0 million within a one-year period. As of
March 31, 2000 and May 2, 2000,  the Company had borrowed  $15.0  million  under
this facility. Payments of $0.5 million are due quarterly beginning August 2000,
with a final payment of $1.4 million due August 2006.

TRAILER LEASING:

The Company operates 22 trailer rental  facilities that engage in short-term and
mid-term operating leases.  Nineteen of these facilities  operate  predominantly
refrigerated  trailers  used  to  transport  temperature-sensitive  commodities,
consisting  primarily of food products.  Three  facilities  operate only dry van
(non-refrigerated)  trailers.  The Company  intends to move virtually all of its
dry van  trailers to these  facilities.  During the three months ended March 31,
2000, the Company purchased $5.5 million of primarily  refrigerated trailers and
sold refrigerated and dry van trailers with a net book value of $0.1 million for
proceeds  of  $45,000.  The net  proceeds  from the  sale of  assets  that  were
collateralized  as part of the senior loan  facility were placed in a collateral
account.

STOCK REPURCHASE PROGRAM:

In  December  1998,  the  Company  announced  that its  Board of  Directors  had
authorized the  repurchase of up to $5.0 million of the Company's  common stock.
As of May 2, 2000, 784,080 shares had been purchased under this plan for a total
of $4.7 million.

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

EFFECTS OF THE YEAR 2000:

To date,  the Company has not  experienced  any  material  Year 2000 issues with
either its internally developed software or purchased software.  In addition, to
date the Company has not been  impacted by any Year 2000  problems that may have
impacted our customers and  suppliers.  The amount the Company has spent related
to Year 2000 issues has not been material.  The Company continues to monitor its
systems for any potential Year 2000 issues.

FORWARD-LOOKING INFORMATION:

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

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Company's  primary  market risk  exposure is that of interest  rate risk. A
change in the U.S. prime  interest  rate,  LIBOR rate, or lender's cost of funds
based on  commercial  paper  market  rates,  would  affect the rate at which the
Company could borrow funds under its various borrowing facilities.  Increases in
interest  rates to the  Company,  which may cause the Company to raise the rates
charged to its customers, could in turn, result in a reduction in demand for the
Company's lease financing.  The Company's  warehouse credit  facilities,  senior
secured  notes,  and $15.0  million of its other  secured debt are variable rate
debt. The Company  estimates a one percent increase or decrease in the Company's
variable  rate debt would  result in an increase or decrease,  respectively,  in
interest expense of $0.2 million in the remainder of 2000, $0.1 million in 2001,
$36,000 in 2002,  and  $18,000 in 2003.  The  Company  estimates  a two  percent
increase or  decrease in the  Company's  variable  rate debt would  result in an
increase or decrease,  respectively,  in interest expense of $0.4 million in the
remainder of 2000,  $0.2 million in 2001,  $0.1 million in 2002,  and $36,000 in
2003.


<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/  Richard K Brock
                              Richard K Brock
                              Chief Financial Officer






Date: May 2, 2000