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


     [X]  Quarterly  Report  Pursuant  to Section 13 or 15(d) of the  Securities
          Exchange Act of 1934 For the fiscal quarter ended March 31, 1999

     [ ]  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 33-83216-01
                                                        _______________________



               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
             (Exact name of registrant as specified in its charter)


                     Delaware                                    94-3209289
          (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

<TABLE>
<CAPTION>

               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)
                                 BALANCE SHEETS
                 (in thousands of dollars, except unit amounts)


                                                                                March 31,         December 31,
                                                                                  1999                1998
                                                                             ------------------------------------
  <S>                                                                         <C>                 <C>
  ASSETS

  Equipment held for operating lease, at cost                                 $   122,500         $  122,626
  Less accumulated depreciation                                                   (47,823)           (44,350)
                                                                             ------------------------------------
      Net equipment                                                                74,677             78,276

  Cash and cash equivalents                                                        10,622              3,720
  Accounts receivable, less allowance for doubtful accounts
        of $41 in 1999 and $43 in 1998                                              3,161              1,876
  Investment in unconsolidated special-purpose entities                            10,468             15,224
  Deferred charges, less accumulated amortization
        of $38 in 1999 and $344 in 1998                                               138                275
  Prepaid expenses and other assets                                                   314                264
                                                                             ------------------------------------

        Total assets                                                          $    99,380         $   99,635
                                                                             ====================================

  LIABILITIES AND MEMBERS' EQUITY

  Liabilities:
  Accounts payable and accrued expenses                                       $       894         $      465
  Due to affiliates                                                                   591                400
  Lessee deposits and reserves for repairs                                          2,855              3,040
  Note payable                                                                     25,000             25,000
                                                                             ------------------------------------
      Total liabilities                                                            29,340             28,905
                                                                             ------------------------------------

  Minority interest                                                                 5,486              5,705

  Members' equity:
  Class A members (4,985,383 units as of March 31, 1999
        and 4,999,581 units as of December 31, 1998)                               64,554             64,893
  Class B member                                                                       --                132
                                                                             ------------------------------------
      Total members' equity                                                        64,554             65,025
                                                                             ------------------------------------

         Total liabilities and members' equity                                $    99,380         $   99,635
                                                                             ====================================

</TABLE>


                 See accompanying notes to financial statements.


               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)
                              STATEMENTS OF INCOME
         (in thousands of dollars, except weighted-average unit amounts)

<TABLE>
<CAPTION>


                                                                                       For the Three Months
                                                                                          Ended March 31,
                                                                                       1999           1998
                                                                                     --------------------------

<S>                                                                                  <C>           <C>
REVENUES

Lease revenue                                                                        $  6,654      $   5,273
Interest and other income                                                                  84            197
Net gain (loss) on disposition of equipment                                               (16)            28
                                                                                     --------------------------
    Total revenues                                                                      6,722          5,498
                                                                                     --------------------------

EXPENSES

Depreciation and amortization                                                           3,533          3,652
Repairs and maintenance                                                                   673            265
Equipment operating expenses                                                              939            250
Interest expense                                                                          453            458
Insurance expense to affiliate                                                             --             (3)
Other insurance expense                                                                    98             50
Management fees to affiliate                                                              360            286
General and administrative expenses to affiliates                                         257            205
Other general and administrative expenses                                                 156            161
Minority interest                                                                         196             94
                                                                                     --------------------------
    Total expenses                                                                      6,665          5,418
                                                                                     --------------------------

Equity in net income of unconsolidated special-purpose entities                         2,745          2,314
                                                                                     --------------------------

Net income before cumulative effect of accounting change                                2,802          2,394

Cumulative effect of accounting change                                                   (132)            --
                                                                                     --------------------------

      Net income                                                                     $  2,670      $   2,394
                                                                                     ==========================

MEMBERS' SHARE OF NET INCOME

Class A members                                                                      $  2,361      $   2,016
Class B member                                                                            309            378
                                                                                     --------------------------

       Total                                                                         $  2,670      $   2,394
                                                                                     ==========================


Net income per weighted-average Class A unit                                         $   0.47      $    0.40
                                                                                     ==========================

Cash distributions                                                                   $  2,940      $   2,941
                                                                                     ==========================

Cash distributions per weighted-average Class A units                                $   0.50      $    0.50
                                                                                     ==========================

</TABLE>


                 See accompanying notes to financial statements.


               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)
                    STATEMENTS OF CHANGES IN MEMBERS' EQUITY
             For the period from December 31, 1997 to March 31, 1999
                            (in thousands of dollars)

<TABLE>
<CAPTION>


                                                            Class A             Class B              Total
                                                        ---------------------------------------------------------

<S>                                                     <C>                        <C>                 <C>
    Members' equity as of December 31, 1997             $      72,298                 176               72,474

  Net income                                                    2,595               1,721                4,316

  Cash distribution                                           (10,000)             (1,765)             (11,765)
                                                        --------------------------------------------------------

    Members' equity as of December 31, 1998                    64,893                 132               65,025

  Net income                                                    2,361                 309                2,670

  Repurchase of Class A units                                    (201)                 --                 (201)

  Cash distribution                                            (2,499)               (441)              (2,940)
                                                        --------------------------------------------------------

    Members' equity as of March 31, 1999                $       64,554       $          --       $       64,554
                                                        ========================================================

</TABLE>






                 See accompanying notes to financial statements.


               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)
                            STATEMENTS OF CASH FLOWS
                            (in thousands of dollars)

<TABLE>
<CAPTION>

                                                                             For the Three Months
                                                                               Ended March 31,
                                                                          1999                 1998
                                                                    ---------------------------------------
     OPERATING ACTIVITIES

<S>                                                                 <C>                  <C>
     Net income                                                     $         2,670      $         2,394
     Adjustments to reconcile net income to net cash
           provided by (used in) operating activities:
       Depreciation and amortization                                          3,533                3,652
       Cumulative effect of accounting change                                   132                   --
       Net (gain) loss on disposition of equipment                               16                  (28)
       Equity in net income of unconsolidated
             special-purpose entities                                        (2,745)              (2,314)
       Changes in operating assets and liabilities:
         Accounts receivable, net                                            (1,285)                 443
         Prepaid expenses and other assets                                      (50)                  45
         Accounts payable and accrued expenses                                  429                  343
         Due to affiliates                                                      191                  (28)
         Lessee deposits and reserves for repairs                              (185)                 (28)
         Minority interest                                                     (219)                (156)
                                                                    ---------------------------------------
             Net cash provided by operating activities                        2,487                4,323
                                                                    ---------------------------------------

     INVESTING ACTIVITIES

     Payments for purchase of equipment and capitalized
           improvements                                                          (5)             (10,442)
     Investment in and equipment purchased and placed
           in unconsolidated special-purpose entities                            --               (6,143)
     Liquidation distributions from unconsolidated
           special-purpose entities                                           7,092                4,707
     Proceeds from disposition of equipment                                      60                   --
     Distributions from unconsolidated special-purpose
           entities                                                             409                3,935
                                                                    ---------------------------------------
                                                                    ---------------------------------------
           Net cash used in investing activities                              7,556               (7,943)
                                                                    ---------------------------------------

     FINANCING ACTIVITIES

     Payment due to affiliates                                                   --               (1,793)
     Cash distributions to Class A members                                   (2,499)              (2,500)
     Cash distributions to Class B Member                                      (441)                (441)
     Repurchase of Class A units                                               (201)                  --
                                                                    ---------------------------------------
           Net cash used in financing activities                             (3,141)              (4,734)
                                                                    ---------------------------------------

     Net increase (decrease) in cash and cash equivalents                     6,902               (8,354)
     Cash and cash equivalents at beginning of period                         3,720               19,179
                                                                    ---------------------------------------
     Cash and cash equivalents at end of period                     $        10,622      $        10,825
                                                                    =======================================

     SUPPLEMENTAL INFORMATION
     Interest paid                                                  $            --      $            --
                                                                    =======================================
</TABLE>

                See accompanying notes to financial statements.



               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1999


1.   OPINION OF MANAGEMENT

     In the opinion of the  management of PLM Financial  Services,  Inc. (FSI or
     the Manager),  the accompanying  unaudited financial statements contain all
     adjustments  necessary,  consisting primarily of normal recurring accruals,
     to present fairly the financial  position of Professional  Lease Management
     Income Fund I,  L.L.C.  (the Fund) as of March 31,  1999 and  December  31,
     1998,  the  statements  of income for the three months ended March 31, 1999
     and 1998, the statements of changes in members'  equity for the period from
     December 31, 1997 to March 31, 1999,  and the  statements of cash flows for
     the three months  ended March 31, 1999 and 1998.  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  financial  statements.  For
     further  information,  reference should be made to the financial statements
     and notes  thereto  included in the Fund's Annual Report on Form 10-K/A for
     the year ended  December 31, 1998, on file at the  Securities  and Exchange
     Commission.

2.   SCHEDULE OF FUND PHASES

     The Fund will  terminate on December 31, 2010,  unless  terminated  earlier
     upon sale of all  equipment or by certain  other  events.  Beginning in the
     Fund's seventh year of operations,  which commences on January 1, 2003, the
     Manager will stop  reinvesting  excess cash, if any, which less  reasonable
     reserves, will be distributed to the members.  Between the eighth and tenth
     years of operations, the Manager intends to begin an orderly liquidation of
     the Fund's assets.

3.   REPURCHASE OF CLASS A UNITS

     In 1998,  the Fund agreed to  repurchase up to 28,000 Class A units in 1999
     for an aggregate purchase price of $0.4 million.  As of March 31, 1999, the
     Fund had repurchased 14,198 Class A units for $0.2 million. The Manager may
     repurchase additional units in the future.

4.   CASH DISTRIBUTIONS

     Cash distributions are recorded when paid and may include amounts in excess
     of net income that are considered to represent a return of capital. For the
     three months ended March 31, 1999 and 1998, cash distributions totaled $2.9
     million.  Cash distributions to the Class A unitholders of $0.1 million and
     $0.5  million  for  the  three  months  ended  March  31,  1999  and  1998,
     respectively, were deemed to be a return of capital.

     Cash  distributions  related to the results from the first quarter of 1999,
     of $1.7 million, were paid during the second quarter of 1999.

5.   TRANSACTIONS WITH MANAGER AND AFFILIATES

     The balance due to  affiliates  as of March 31, 1999  included $0.3 million
     due to FSI and its affiliates  for management  fees and $0.3 million due to
     affiliated unconsolidated special-purpose entities (USPEs). The balance due
     to  affiliates as of December 31, 1998 included $0.2 million due to FSI and
     its affiliates for management fees.



               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1999

5.   TRANSACTIONS WITH MANAGER AND AFFILIATES (CONTINUED)

     The Fund's proportional share of USPE-affiliated management fees of $24,000
     and  $28,000  were  payable as of March 31,  1999 and  December  31,  1998,
     respectively.

     The Fund's  proportional  share of the affiliated  expenses incurred by the
     USPEs during 1999 and 1998 is listed in the  following  table (in thousands
     of dollars):

                                                        For the Three Months
                                                           Ended March 31,
                                                        1999           1998
                                                 -------------------------------

       Management fees                               $      34      $     58
       Data processing and administrative
       expenses                                             13            24
       Insurance expense                                    --             1

     Transportation  Equipment  Indemnity  Company,  Ltd.,  an  affiliate of the
     Manager,  provided certain marine insurance coverage for Fund equipment and
     other  insurance  brokerage  services during 1998. TEI will not provide the
     same insurance coverage during 1999 as had been provided during 1998. These
     services were provided by an unaffiliated third party.

6.   EQUIPMENT

     The  components  of  owned  equipment  were as  follows  (in  thousands  of
     dollars):

                                             March 31,            December 31,
                                               1999                   1998
                                         ---------------------------------------

     Marine vessels                        $   46,957             $    46,957
     Aircraft                                  20,605                  20,605
     Mobile offshore drilling unit             20,356                  20,356
     Railcars                                  19,794                  19,920
     Trailers                                  14,788                  14,788
                                         ---------------------------------------
                                              122,500                 122,626
     Less accumulated depreciation            (47,823)                (44,350)
                                         ---------------------------------------
           Net equipment                   $   74,677             $    78,276
                                         =======================================

     As of March 31,  1999,  all owned  equipment  in the Fund's  portfolio  was
     either on lease or operating in  PLM-affiliated  short-term  trailer rental
     facilities,  except for ten railcars with a carrying value of $0.2 million.
     As of December 31, 1998,  all owned  equipment in the Fund's  portfolio was
     either on lease or operating in  PLM-affiliated  short-term  trailer rental
     facilities, except for three railcars with a carrying value of $37,000.

     During the three months ended March 31, 1999, the Fund did not purchase any
     owned equipment. It spent $5,000 on capitalized improvements.

     During the three months ended March 31, 1999, the Fund sold railcars with a
     net book value of $0.1 million, for proceeds of $0.1 million.

     During the three months ended March 31, 1998, the Fund sold a trailer and a
     railcar with a net book value of $24,000, for proceeds of $0.1 million.


               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1999

7.   INVESTMENTS IN UNCONSOLIDATED SPECIAL-PURPOSE ENTITIES

     The net investments in USPEs included the following jointly-owned equipment
     (and related assets and liabilities) (in thousands of dollars):
<TABLE>
<CAPTION>

                                                                              March 31,              December 31,
                                                                                 1999                    1998
                                                                          ---------------------------------------------


     <S>                                                                   <C>                    <C>
     50% interest in a trust owning an MD-82 stage III commercial
               aircraft                                                    $         6,027        $            6,441
     50% interest in a trust owning an MD-82 stage III commercial
               aircraft                                                              3,024                     3,342
     50% interest in a trust owning a cargo marine vessel                            1,200                     1,265
     25% interest in a trust that owned four 737-200A stage II
               commercial aircraft                                                     121                       137
     25% interest in a trust that owned four 737-200A stage II
               commercial aircraft                                                      96                       110
     33% interest in two trusts that owned a total of three 737-200A
               stage II commercial aircraft, two stage II aircraft
     engines,
               and a portfolio of aircraft rotables                                     --                     3,929
                                                                          =============================================
         Net investments                                                   $        10,468        $           15,224
                                                                          =============================================
</TABLE>

     During the three months  ended March 31, 1999,  the Manager sold the Fund's
     33%  interest in two trusts that owned a total of three  737-200A  stage II
     commercial  aircraft,  two stage II aircraft  engines,  and a portfolio  of
     aircraft  rotables.  The trusts were sold for  proceeds of $7.1 million for
     its net investment of $3.8 million.




                     (This space intentionally left blank.)


               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1999

8.   OPERATING SEGMENTS

     The Fund  operates  in five  different  segments:  marine  vessel  leasing,
     aircraft leasing,  railcar leasing,  trailer leasing and rig leasing.  Each
     equipment  leasing  segment  engages in  short-term  to mid-term  operating
     leases to a variety of customers. The following tables present a summary of
     the operating segments (in thousands of dollars):
<TABLE>
<CAPTION>

                                           Marine
                                           Vessel   Aircraft    Railcar   Trailer      Rig       All
    For the quarter ended March 31, 1999  Leasing    Leasing    Leasing   Leasing    Leasing    Other<F1>  Total


<S>                                        <C>       <C>        <C>       <C>        <C>       <C>        <C>
    REVENUES

      Lease revenue                        $ 2,630   $  1,014   $    982  $    847   $  1,181  $     --   $  6,654
      Interest income and other                 --          3         --        --         --        81         84
      Net loss on disposition
        of equipment                            --         --        (16)       --         --        --        (16)
                                          -------------------------------------------------------------------------
        Total revenues                       2,630      1,017        966       847      1,181        81      6,722

    COSTS AND EXPENSES
      Operations support                     1,329          6        146       193         23        13      1,710
      Depreciation and amortization          1,503        643        437       362        583         5      3,533
      Interest expense                          --         --         --        --         --       453        453
      Management fees to affiliate             132         51         65        53         59        --        360
      General and administrative expenses       15          8          6       175         18       191        413
      Minority interest                         --         --         --        --        196        --        196
                                          -------------------------------------------------------------------------
        Total costs and expenses             2,979        708        654       783        879       662      6,665
                                          -------------------------------------------------------------------------
    Equity in net income (loss) of USPEs       (56)     2,801         --        --         --        --      2,745
                                          -------------------------------------------------------------------------
    Net income (loss) before cumulative
    effect
        of accounting change                  (405)     3,110        312        64        302      (581)     2,802
                                          -------------------------------------------------------------------------
    Cumulative effect of accounting             --         --         --        --         --      (132)      (132)
    change
                                          =========================================================================
        Net income                         $  (405)  $  3,110   $    312  $     64   $    302  $   (713)  $  2,670
                                          =========================================================================

    Total assets as of March 31, 1999      $ 36,821  $ 16,309   $ 12,706  $  8,695   $ 13,406  $ 11,443   $ 99,380
                                          =========================================================================

</TABLE>
<TABLE>
<CAPTION>

                                           Marine
                                           Vessel   Aircraft    Railcar   Trailer      Rig       All
    For the quarter ended March 31, 1998  Leasing    Leasing    Leasing   Leasing    Leasing    Other<F1>      Total


<S>                                        <C>       <C>        <C>       <C>        <C>       <C>        <C>

    REVENUES
      Lease revenue                        $ 1,269   $  1,265   $    954  $    806   $    979  $     --   $   5,273
      Interest income and other                 --          4         --        --         --       193         197
      Net gain on disposition
        of equipment                            --         --         22         6         --        --          28
                                          --------------------------------------------------------------------------
        Total revenues                       1,269      1,269        976       812        979       193       5,498

    COSTS AND EXPENSES
      Operations support                       312         13         83       131         12        11         562
      Depreciation and amortization            761      1,255        505       435        670        26       3,652
      Interest expense                          --         --         --        --         --       458         458
      Management fees to affiliate              63         56         65        53         49        --         286
      General and administrative expenses       27          9        (18)      196         11       141         367
      Minority interest                         --         --         --        --         94        --          93
                                          --------------------------------------------------------------------------
        Total costs and expenses             1,163      1,333        635       815        836       636       5,418
                                          --------------------------------------------------------------------------
    Equity in net income (loss) of USPEs      (126)     2,440         --        --         --        --       2,314
                                          --------------------------------------------------------------------------
                                          ==========================================================================
    Net income (loss)                      $   (20)  $  2,376   $    341  $     (3)  $    143  $   (443)  $   2,394
                                          ==========================================================================

    Total assets as of March 31, 1998      $ 26,672  $ 26,585   $ 14,605  $ 10,453   $ 16,116  $ 11,884   $ 106,315
                                          ==========================================================================

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

               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1999

9.   DEBT

     The Manager has  entered  into a  short-term,  joint $24.5  million  credit
     facility (the Committed  Bridge Facility) on behalf of the Fund that is due
     to expire on December 14, 1999. Among the eligible borrowers, PLM Equipment
     Growth  VI had  borrowings  of $3.7  million  and TEC  Acquisub,  Inc.,  an
     indirect wholly-owned subsidiary of PLM International, Inc., had borrowings
     of $11.3 million under the short-term joint,  $24.5 million credit facility
     as of March  31,  1999.  No other  eligible  borrower  had any  outstanding
     borrowings.  The Manager  believes  it will be able to renew the  Committed
     Bridge  Facility  upon its  expiration  with similar  terms as those in the
     current Committed Bridge Facility.

10.  NET INCOME PER WEIGHTED-AVERAGE CLASS A UNIT

     Net income per  weighted-average  Class A unit was computed by dividing net
     income  attributable to Class A members by the  weighted-average  number of
     Class A units deemed outstanding  during the period.  The  weighted-average
     number of Class A units  deemed  outstanding  during the three months ended
     March  31,  1999  and  1998  were  4,996,077  units  and  4,999,581  units,
     respectively.

11.  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
     Fund adopted this statement during the first quarter of 1999, at which time
     it took a $0.1 million charge, related to start-up costs of Fund.

12.  RESTATEMENT

     The financial statements have been restated to reflect the consolidation of
     the Fund's majority  interests in greater than 50% owned USPE's  previously
     reported  under the equity method of accounting  for the three months ended
     March 31, 1999 and 1998.

     As a result of the  consolidation,  total assets,  total  liabilities,  and
     minority  interests  changed as of March 31, 1999 and  December 31, 1998 as
     follows:
<TABLE>
<CAPTION>

                                      March 31, 1999                     December 31, 1998
                               As reported          Amended          As reported        Amended

                          ----------------------------------   ---------------------------------
<S>                               <C>               <C>                <C>              <C>
     Total assets                 $93,863           $99,380            $93,466          $99,635
     Total liabilities             29,309            29,340             28,441           28,905
     Minority interests                --             5,486                 --            5,705

</TABLE>

               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1999

12.  RESTATEMENT (CONTINUED)

     Additionally,  as a result  of the  consolidation,  total  revenues,  total
     expenses,  and equity in net income of USPEs  changed for the three  months
     ended March 31, 1999 and 1998 as follows:
<TABLE>
<CAPTION>

                                           1999                                1998
                               As reported          Amended          As reported        Amended
                          ----------------------------------   ---------------------------------
<S>                              <C>               <C>                <C>              <C>
     Total revenues              $  5,541          $  6,722           $  4,519         $  5,498
     Total expenses                 5,786             6,665              4,582            5,418
     Equity in net
     income
         (loss) of                  3,047             2,745              2,457            2,314
     USPEs
     Net income                  $  2,670           $ 2,670           $  2,394         $  2,394
</TABLE>

     The consolidation of the Fund's majority interests in USPE's did not change
     members'  capital or net income (loss) as of and for the three months ended
     March 31, 1999 and 1998.

13.  SUBSEQUENT EVENT

     On April 1, 1999, the Fund purchased a group of marine  containers for $8.6
     million.




                     (This space intentionally left blank.)




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

(I)  RESULTS OF OPERATIONS

Comparison of the  Professional  Lease  Management  Income Fund I, L.L.C.'s (the
Fund's) Operating Results for the Three Months Ended March 31, 1999 and 1998

(A)   Owned Equipment Operations

Lease  revenues  less  direct  expenses  (defined  as repairs  and  maintenance,
equipment operating,  and asset-specific  insurance expenses) on owned equipment
increased  during the first  quarter of 1999,  compared  to the same  quarter of
1998. Gains or losses from the sale of equipment,  interest and other income and
certain   expenses  such  as  depreciation  and  amortization  and  general  and
administrative  expenses  relating to the operating  segments (see Note 8 to the
financial  statements),  are  not  included  in the  owned  equipment  operation
discussion  because they are  indirect in nature and not a result of  operations
but the result of owning a portfolio of equipment.  The following table presents
lease revenues less direct expenses by segment (in thousands of dollars):

                                                      For the Three Months
                                                        Ended March 31,
                                                    1999             1998
                                                  ---------------------------

  Marine vessels                                  $ 1,301           $  973
  Mobile offshore drilling unit                     1,158              967
  Aircraft                                          1,008            1,252
  Railcars                                            836              871
  Trailers                                            654              676

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $2.6
million and $1.3 million,  respectively, for the first quarter of 1999, compared
to $1.3 million and $0.3 million, respectively, during the same quarter of 1998.
Marine  vessel  contribution  increased  $0.6  million due to the  purchase of a
marine  vessel in the first  quarter  of 1998 and  another  vessel in the second
quarter of 1998.  This increase in  contribution  caused by these  purchases was
offset,  in part, by a decrease of $0.3 million due to lower  re-lease rates for
another marine vessel.

Mobile  offshore  drilling  unit:  Mobile  offshore  drilling  unit revenues and
expenses were $1.2 million and $23,000,  respectively,  for the first quarter of
1999,  compared  to $1.0  million  and  $12,000,  respectively,  during the same
quarter of 1998.  The  increase  in lease  revenue is due to an  increase in the
lease rate during 1999.

Aircraft:  Aircraft  lease  revenues and direct  expenses  were $1.0 million and
$6,000,  respectively,  for the first quarter of 1999,  compared to $1.3 million
and  $13,000,   respectively,   during  the  same  quarter  of  1998.   Aircraft
contribution  decreased due to the sale of an aircraft in the second  quarter of
1998.

Railcars:  Railcar lease revenues and direct expenses were $1.0 million and $0.1
million,  respectively,  for  the  first  quarter  of  1999  and  1998.  Railcar
contribution  decreased  slightly due to a decrease in lease  revenue  resulting
from the sale or disposition of railcars in 1998 and the first quarter of 1999.

Trailers:  Trailer lease revenues and direct expenses were $0.8 million and $0.2
million,  respectively,  for the first quarter of 1999, compared to $0.8 million
and $0.1  million,  respectively,  during  the same  quarter  of 1998.  Expenses
increased due to repairs  required on certain  trailers during the first quarter
of 1999, which were not needed in the same period in 1998.

(B)   Interest and Other Income

Interest  and other  income  decreased  $0.1  million due to lower  average cash
balances in the first quarter of 1999, compared to the same period in 1998.

C)   Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses of $5.0  million for the quarter  ended March 31, 1999
increased from $4.9 million for the same period in 1998.

     (i) A $0.1 million  increase in management  fees to affiliate that reflects
the higher levels of lease revenues on owned equipment in 1999, when compared to
1998.

     (ii)A $0.1  million  increase  in minority  interest  due to an increase in
revenue during 1999 when compared to 1998.

     (iii) A $0.1 million  decrease in depreciation  and  amortization  expenses
from 1998 levels resulted from an approximately $0.7 million decrease due to the
use of the double-declining balance depreciation method which results in greater
depreciation the first years an asset is owned,  partially offset by an increase
of  approximately  $0.6  million in  depreciation  expense  from the purchase of
equipment during 1998.

(D)  Net Gain (Loss) on Disposition of Owned Equipment

The net loss on  disposition  of equipment for the first quarter of 1999 totaled
$16,000  which  resulted from the sale of railcars with a net book value of $0.1
million,  for proceeds of $0.1 million. Net gain on disposition of equipment for
the first  quarter of 1998 totaled  $28,000  which  resulted  from the sale of a
railcar  and a trailer  with a net book value of $24,000,  for  proceeds of $0.1
million.

(E)   Equity in Net Income (Loss) of Unconsolidated Special-Purpose Entities

Net income (loss) generated from the operation of jointly-owned assets accounted
for under the equity  method is shown in the following  table by equipment  type
(in thousands of dollars).

                                                        For the Three Months
                                                          Ended March 31,
                                                      1999             1998
                                                    ---------------------------

  Aircraft                                         $  2,801         $  2,440
  Marine vessel                                         (56)            (126)
                                                   ============================
         Equity in Net Income of USPEs             $  2,745         $  2,314
                                                   ============================

Aircraft: As of March 31, 1999, the Fund owned interests in two trusts that each
own a commercial aircraft. As of March 31, 1998, the Fund owned an interest in a
trust that owns two  commercial  aircraft,  an  interest  in a trust that owns a
commercial  aircraft,  and an interest in two trusts that owned a total of three
commercial aircraft, two aircraft engines, and a portfolio of aircraft rotables.
During the first quarter of 1999,  aircraft lease revenues were $0.5 million and
the gain from the sale of the Fund's  interest  in two trusts  that owned  three
commercial aircraft,  two aircraft engines, and a portfolio of aircraft rotables
of $3.3 million was offset by expenses of $1.0  million.  During the same period
in 1998,  aircraft  revenues were $1.3 million and the gain from the sale of the
Fund's interest in a trust that owned four  commercial  aircraft of $2.7 million
was offset by expenses of $1.6 million. Lease revenues decreased $1.0million due
to the sale of the Fund's  investment in two trusts  containing  ten  commercial
aircraft,  the sale of the Fund's investment in two trusts that owned a total of
three 737-200A Stage II commercial aircraft,  two stage II aircraft engines, and
a portfolio of aircraft rotables. The decrease in lease revenues caused by these
sales was offset, in part, by an increase of $0.2 million due to the purchase of
two additional  trusts each containing a MD-82 commercial  aircraft during 1998.
The decrease in expenses of $0.6 million was primarily due to lower depreciation
expense  relating  to the sale of the  Fund's  interest  in four  trusts and the
result of the double  declining-balance  method of depreciation which results in
greater depreciation in the first years an asset is owned.

Marine  vessel:  As of March 31,  1999 and 1998,  the Fund had an interest in an
entity that owns a marine vessel.  Marine vessel revenues and expenses were $0.2
million and $0.3 million,  respectively, for the first quarter of 1999, compared
to $0.3 million and $0.4 million, respectively,  during the same period in 1998.
Lease revenue decreased in the quarter ended March 31, 1999 compared to the same
period in 1998, due to lower  re-lease rates as a result of a weak  bulk-carrier
vessel market. Expenses decreased due primarily to lower depreciation expense as
a result of the double-declining balance method of depreciation which results in
greater depreciation in the first years an asset is owned.

(F)  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 Fund adopted  this  statement
during the first quarter of 1999,  at which time it took a $0.1 million  charge,
related to start-up costs of the Fund.

(G)   Net Income

As a result of the  foregoing,  the Fund had net income of $2.7  million for the
first  quarter of 1999,  compared to net income of $2.4 million  during the same
period of 1998.  The Fund's  ability to acquire,  operate and liquidate  assets,
secure leases,  and re-lease those assets whose leases expire is subject to many
factors.  Therefore,  the Fund's performance in the first quarter of 1999 is not
necessarily indicative of future periods. In the first quarter of 1999, the Fund
distributed $2.5 million to Class A members, or $0.50 per weighted-average Class
A unit.

(II)  FINANCIAL CONDITION -- CAPITAL RESOURCES AND LIQUIDITY

For the three months ended March 31, 1999, the Fund generated  operating cash of
$2.9 million (net cash provided by operating  activities,  plus  non-liquidating
distributions  from USPEs) to meet its  operating  obligations  and maintain the
current level of  distributions  (total for three months ended March 31, 1999 of
approximately $2.9 million) to the partners.

During the three months ended March 31, 1999, PLM Financial Services,  Inc. (FSI
or the Manager), a wholly-owned  subsidiary of PLM International,  Inc., sold or
disposed of Fund owned equipment and investments in USPEs and received aggregate
proceeds of $7.2 million.

On April 1,  1999,  the Fund  purchased  a group of marine  containers  for $8.6
million.

The Manager has entered into a short-term  joint $24.5 million credit  facility.
As of April 30, 1999, TEC Acquisub, Inc., an indirect wholly-owned subsidiary of
PLM  International,  Inc.,  had  borrowings  of $14.8  million and PLM Equipment
Growth Fund VI had borrowings of $3.7 million under the  short-term  joint $24.5
million  credit  facility.  No  other  eligible  borrower  had  any  outstanding
borrowings.

(III)     EFFECTS OF YEAR 2000

It is possible that the Manager's currently installed computer systems, software
products,  and other business systems, or the Fund's vendors,  service providers
and customers,  working  either alone or in  conjunction  with other software or
systems,  may not accept  input of,  store,  manipulate,  and output dates on or
after January 1, 2000 without error or interruption (a problem commonly known as
the "Year 2000"  problem).  As the Fund relies  substantially  on the  Manager's
software  systems,  applications and control devices in operating and monitoring
significant  aspects of its  business,  any Year 2000  problem  suffered  by the
Manager could have a material adverse effect on the Fund's  business,  financial
condition and results of operations.

The Manager has  established a special Year 2000  oversight  committee to review
the  impact of Year 2000  issues on its  software  products  and other  business
systems in order to determine  whether  such  systems will retain  functionality
after  December 31, 1999.  The Manager (a) is  currently  integrating  Year 2000
compliant   programming  code  into  its  existing  internally   customized  and
internally  developed  transaction  processing  software  systems  and  (b)  the
Manager's  accounting and asset management  software systems have either already
been made Year 2000  compliant or Year 2000  compliant  upgrades of such systems
are  planned to be  implemented  by the Manager  before the end of fiscal  1999.
Although  the  Manager  believes  that its Year 2000  compliance  program can be
completed  by the  beginning  of  1999,  there  can  be no  assurance  that  the
compliance  program will be completed by that date. To date,  the costs incurred
and allocated to the Fund to become Year 2000  compliant have not been material.
To date, the cost incurred,  the Manager  believes the future costs allocable to
the Fund to become Year 2000 compliant will not be material.

It is possible that certain of the Fund's  equipment  lease portfolio may not be
Year 2000 compliant. The Manager is currently contacting equipment manufacturers
of the Fund's leased  equipment  portfolio to assure Year 2000  compliance or to
develop remediation  strategies.  The Manager does not expect that non-Year 2000
compliance  of the  Fund's  leased  equipment  portfolio  will  have an  adverse
material impact on its financial statements.

Some risks  associated  with the Year 2000 problem are beyond the ability of the
Fund or Manager to  control,  including  the extent to which  third  parties can
address  the Year 2000  problem.  The  Manager is  communicating  with  vendors,
services  providers  and  customers in order to assess the Year 2000  compliance
readiness of such parties and the extent to which the Fund is  vulnerable to any
third-party  Year 2000  issues.  There  can be no  assurance  that the  software
systems of such  parties  will be  converted  or made Year 2000  compliant  in a
timely  manner.  Failure  by the  Manager  or such  other  parties to make their
respective  systems Year 2000 compliant could have a material  adverse effect on
the business,  financial  position and results of  operations  of the Fund.  The
Manager will make an ongoing effort to recognize and evaluate potential exposure
relating to third-party Year 2000  non-compliance and will develop a contingency
plan if the  Manager  determines  that  third-party  non-compliance  will have a
material adverse effect on the Fund's business, financial position or results of
operation.

The Manager is currently  developing a contingency  plan to address the possible
failure of any systems due to the Year 2000 problems. The
Manager anticipates these plans will be completed by September 30, 1999.

(IV)  ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial  Accounting  Standards Board issued  "Accounting for
Derivative   Instruments   and  Hedging   Activities,"   (SFAS  No.  133)  which
standardizes  the  accounting  for  derivative  instruments,  including  certain
derivative instruments embedded in other contracts,  by requiring that an entity
recognize  those items as assets or  liabilities  in the  statement of financial
position and measure  them at fair value.  This  statement is effective  for all
quarters of fiscal years  beginning  after June 15, 1999.  As of March 31, 1999,
the  Manager is  reviewing  the  effect  this  standard  will have on the Fund's
consolidated financial statements.

(V)   OUTLOOK FOR THE FUTURE

Several factors may affect the Fund's operating  performance in 1999 and beyond,
including  changes in the  markets for the Fund's  equipment  and changes in the
regulatory environment in which the equipment operates.

The Fund's  operation of a  diversified  equipment  portfolio in a broad base of
markets is intended to reduce its exposure to volatility in individual equipment
sectors.

The ability of the Fund to realize  acceptable  lease rates on its  equipment in
the different equipment markets is contingent on many factors,  such as specific
market  conditions  and  economic  activity,   technological  obsolescence,  and
government or other regulations.  The unpredictability of some of these factors,
or of their  occurrence,  makes it difficult  for the Manager to clearly  define
trends or influences  that may impact the  performance of the Fund's  equipment.
The Manager continually  monitors both the equipment markets and the performance
of the Fund's  equipment in these markets.  The Manager may decide to reduce the
Fund's  exposure to equipment  markets if it determines  that it cannot  operate
equipment to achieve acceptable rates of return. Alternatively,  the Manager may
make  a  determination  to  enter  equipment   markets  in  which  it  perceives
opportunities  to  profit  from  supply/demand  instabilities  or  other  market
imperfections.

The Fund  intends to use excess cash flow,  if any,  after  payment of operating
expenses, the maintenance of working capital reserves, and cash distributions to
the members,  to acquire additional  equipment during the first six years of the
Fund's operations. The Manager believes these acquisitions may cause the Fund to
generate additional earning and cash flow for the Fund.

(VI)  FORWARD-LOOKING INFORMATION

Except for the historical  information  contained herein, the discussion in this
Form  10-Q   contains   forward-looking   statements   that  involve  risks  and
uncertainties, such as statements of the Fund'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 Fund's actual results could differ materially from
those discussed here.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Fund's  primary market risk exposure is that of currency  devaluation  risk.
During the three  months  ended March 31,  1999,  73% of the Fund's  total lease
revenues from wholly-and  partially-owned  equipment came from non-United States
domiciled  lessees.  Most of the leases require  payment in United States (U.S.)
currency.  If these lessee's  currency  devalues  against the U.S.  dollar,  the
lessees could encounter  difficulty in making the U.S. dollar  denominated lease
payment.




                     (This space intentionally left blank.)



                          PART II -- OTHER INFORMATION



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

              None.

         (b)  Reports on Form 8-K

              None.






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.


                                          PROFESSIONAL LEASE MANAGEMENT
                                          INCOME FUND I, L.L.C.
                                          By:       PLM Financial Services, Inc.
                                                    Manager




Date: January 10, 2000
                                          By: /s/ Richard K Brock

                                             Richard K Brock
                                             Vice President and
                                             Corporate Controller