**UNITED
      STATES****SECURITIES
      AND EXCHANGE COMMISSION****Washington,
      D.C. 20549****____________________****FORM
      10-QSB****[X]
      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934****For
      the fiscal quarter ended September 30, 2005.****[
      ] 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 0-28376****_______________________****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.)********200 Nyala Farms Road************Westport,
      CT                             
                                       06880****(Address of principal executive
      offices)                               (Zip
      code)****Registrant's
      telephone number, including area code: (203)
    341-0555****_______________________**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. YesXNoTransitional
      Small Business Disclosure Format: YesNoXAggregate
      market value of voting stock: N/A
 
  
  
 **PROFESSIONAL
      LEASE MANAGEMENT INCOME FUND I, L.L.C.****(A
      Delaware Limited Liability Company)****CONDENSED
      BALANCE SHEETS**(in
      thousands of dollars, except unit amounts)(unaudited)
 
 September
      30,
    
    December
      31,**Assets**
    
    2005
    
    2004Equipment
      held for operating leases, at cost
    
    $
    57,269
    
    $
    57,908Less
      accumulated depreciation
    
    
    (42,210
    )
    
    (40,329
    )Net equipment
    
    
    15,059
    
    
    17,579Cash
      and cash equivalents
    
    
    40,983
    
    
    15,646Accounts
      and other receivables, less allowance for doubtfulaccounts of $13 in 2005 and $-0- in 2004
    
    
    1,906
    
    
    3,334Equity
      investments in affiliated entities
    
    
    467
    
    
    904Other
      assets, net of accumulated amortization of$-0- in 2005 and $136 in 2004
    
    
    735
    
    
    1,111Assets
      held for sale
    
    
    65
    
    
    19,356Total assets
    
    $
    59,215
    
    $
    57,930**Liabilities
      and members’ equity**LiabilitiesAccounts
      payable and accrued expenses
    
    $
    389
    
    $
    149Due
      to affiliates
    
    
    151
    
    
    223Note
      payable
    
    
    --
    
    
    10,000Reserves
      for repairs
    
    
    2,136
    
    
    1,756Lessee
      deposits and prepaid revenues
    
    
    342
    
    
    948Liabilities
      held for sale
    
    
    102
    
    
    361Total
      liabilities
    
    
    3,120
    
    
    13,437Commitments
      and contingenciesMembers'
      equity:Class
      A members (4,971,311 units outstanding)
    
    
    56,095
    
    
    44,493Class
      B member
    
    
    --
    
    
    --Total
      members' equity
    
    
    56,095
    
    
    44,493Total liabilities and members' equity
    
    $
    59,215
    
    $
    57,930
 
 
 
 
 
 
 
 See
accompanying notes to unaudited condensed financial statements.
  
  
 **PROFESSIONAL
      LEASE MANAGEMENT INCOME FUND I, L.L.C.****(A
      Delaware Limited Liability Company)****CONDENSED
      STATEMENTS OF INCOME**(in
      thousands of dollars, except weighted-average Class A unit
      amounts)
 (unaudited)
 
 For
      the Three Months
    
    For
      the Nine MonthsEnded
      September 30,
    
    Ended
      September 30,2005
    
    2004
    
    2005
    
    2004**Revenues**Lease
      revenue
    
    $
    3,452
    
    $
    4,236
    
    $
    11,819
    
    $
    12,954Interest
      and other income
    
    
    219
    
    
    652
    
    
    329
    
    
    716Gain
      on disposition of equipment
    
    
    118
    
    
    27
    
    
    321
    
    
    1,751Loss
      on disposition of equipment
    
    
    --
    
    
    --
    
    
    --
    
    
    (3
    )Total revenues
    
    
    3,789
    
    
    4,915
    
    
    12,469
    
    
    15,418**Expenses**Depreciation
    
    
    736
    
    
    960
    
    
    2,289
    
    
    2,972Operations
      support
    
    
    2,072
    
    
    1,580
    
    
    4,522
    
    
    5,123Management
      fees to affiliate
    
    
    170
    
    
    240
    
    
    606
    
    
    713Interest
      expense
    
    
    --
    
    
    248
    
    
    42
    
    
    736General
      and administrative expensesto affiliates
    
    
    37
    
    
    19
    
    
    142
    
    
    63Other
      general and administrative expenses
    
    
    185
    
    
    218
    
    
    569
    
    
    927(Recovery
      of) provision for bad debts
    
    
    (141
    )
    
    (674
    )
    
    201
    
    
    (1,484
    )Total expenses
    
    
    3,059
    
    
    2,591
    
    
    8,371
    
    
    9,050Equity
      in net income of equity investments
    
    
    177
    
    
    125
    
    
    408
    
    
    463Income
      from continuing operations
    
    
    907
    
    
    2,449
    
    
    4,506
    
    
    6,831Income
      (loss) from operation of discontinuedoperations
    
    
    61
    
    
    (372
    )
    
    155
    
    
    (346
    )Gain
      on disposition of discontinued operations
    
    
    9,865
    
    
    --
    
    
    9,865
    
    
    --Net income
    
    $
    10,833
    
    $
    2,077
    
    $
    14,526
    
    $
    6,485**Members'
      share of net income**Class
      A members
    
    $
    10,833
    
    $
    2,077
    
    $
    14,088
    
    $
    6,485Class
      B member
    
    
    --
    
    
    --
    
    
    438
    
    
    --Total
    
    $
    10,833
    
    $
    2,077
    
    $
    14,526
    
    $
    6,485Class
      A members' basic earnings (loss)per weighted-average unit:Income
      from continuing operations
    
    $
    0.18
    
    $
    0.49
    
    $
    0.82
    
    $
    1.37Income
      (loss) from operation of discontinuedoperations
    
    
    0.02
    
    
    (0.07
    )
    
    0.03
    
    
    (0.07
    )Gain
      on disposition of discontinued operations
    
    
    1.98
    
    
    --
    
    
    1.98
    
    
    --$
    2.18
    
    $
    0.42
    
    $
    2.83
    
    $
    1.30
 
 
 
 See
accompanying notes to unaudited condensed financial statements.
  
   **PROFESSIONAL
      LEASE MANAGEMENT INCOME FUND I, L.L.C.****(A
      Delaware Limited Liability Company)****CONDENSED
      STATEMENTS OF CHANGES IN MEMBERS' EQUITY****For
      the Period from December 31, 2004 to September 30,
      2005**(in
      thousands of dollars)
 (unaudited)
 
 
 Class
      A
    
    Class
      B
    
    TotalMembers'
      equity as of December 31, 2004
    
    $
    44,493
    
    $
    -
    
    $
    44,493Net income
    
    
    14,088
    
    
    438
    
    
    14,526Cash distribution
    
    
    (2,486
    )
    
    (438
    )
    
    (2,924
    )Members'
      equity as of September 30, 2005
    
    $
    56,095
    
    $
    -
    
    $
    56,095
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 See
accompanying notes to unaudited condensed financial statements.
  
  
 **PROFESSIONAL
      LEASE MANAGEMENT INCOME FUND I, L.L.C.****(A
      Delaware Limited Liability Company)****CONDENSED
      STATEMENTS OF CASH FLOWS**(in
      thousands of dollars)(unaudited)
 
 For
      the Nine MonthsEnded
      September 30,2005
    
    2004**Operating
      activities**Income
      from continuing operations
    
    $
    4,506
    
    $
    6,831Adjustments
      to reconcile income from continuing operationsto net cash provided by (used in) operating activities:Depreciation
    
    
    2,289
    
    
    2,972Amortization
      of debt placement costs
    
    
    36
    
    
    13Recovery
      of bad debts
    
    
    201
    
    
    (1,484
    )Net
      gain on disposition of equipment
    
    
    (321
    )
    
    (1,748
    )Equity
      in net income from equity investments
    
    
    (408
    )
    
    (463
    )Distributions
      from equity investments
    
    
    845
    
    
    845Changes
      in operating assets and liabilities:Accounts and other receivables
    
    
    1,227
    
    
    848Other assets
    
    
    134
    
    
    362Accounts payable and accrued expenses
    
    
    240
    
    
    204Due to affiliates
    
    
    (72
    )
    
    30Reserve for repairs
    
    
    380
    
    
    24Lessee deposits and prepaid revenues
    
    
    (606
    )
    
    (648
    )Cash
      provided by operating activities of continuing operations
    
    
    8,451
    
    
    7,786Cash
      provided by operating activities of discontinued
operations
    
    
    1,469
    
    
    788Net cash provided by operating activities
    
    
    9,920
    
    
    8,574**Investing
      activities**Decrease
      in restricted cash
    
    
    --
    
    
    60Payments
      on finance lease receivable
    
    
    206
    
    
    --Proceeds
      from disposition of equipment
    
    
    552
    
    
    932Cash
      provided by investing activities of continuing operations
    
    
    758
    
    
    992Cash
      provided by investing activities of discontinuedoperations
    
    
    27,583
    
    
    1,269Net cash provided by investing activities
    
    
    28,341
    
    
    2,261**Financing
      activities**Payments
      of notes payable
    
    
    (10,000
    )
    
    --Cash
      distribution to Class A members
    
    
    (2,486
    )
    
    --Cash
      distribution to Class B member
    
    
    (438
    )
    
    --Net
      cash used in financing activities
    
    
    (12,924
    )
    
    --Net
      increase in cash and cash equivalents
    
    
    25,337
    
    
    10,835Cash
      and cash equivalents at beginning of period
    
    
    15,646
    
    
    4,238Cash
      and cash equivalents at end of period
    
    $
    40,983
    
    $
    15,073**Supplemental
      information**Interest
      paid
    
    $
    6
    
    $
    479
 
 See
accompanying notes to unaudited condensed financial statements.
  
  **PROFESSIONAL
LEASE MANAGEMENT INCOME FUND I, L.L.C.**
 **(A
Delaware Limited Liability Company)**
 **NOTES
TO CONDENSED FINANCIAL STATEMENTS**
 **(unaudited)**
 
 1.  Basis
of Presentation
 
 The
unaudited financial statements presented herein are prepared in conformity with
generally accepted accounting principles in the United States of America and the
instructions for preparing Form 10-QSB under Rule 310 of Regulation S-B of the
Securities and Exchange Commission. Rule 310 provides that disclosures that
would substantially duplicate those contained in the most recent annual report
may be omitted from interim financial statements. The accompanying unaudited
condensed financial statements have been prepared on that basis and, therefore,
should be read in conjunction with the financial statements and notes presented
in the 2004 Annual Report (Form 10-KSB) of Professional Lease Management Income
Fund I, L.L.C. (the Fund) on file with the United States Securities and Exchange
Commission. Except as disclosed herein, there have been no material changes to
the information presented in the notes to the 2004 Annual Report in Form
10-KSB.
 
 In the
opinion of the management of PLM Financial Services, Inc. (FSI or the Manager)
all adjustments necessary, consisting primarily of normal recurring accruals, to
present fairly the Fund’s unaudited condensed balance sheets at September 30,
2005 and December 31, 2004, condensed statements of income for the three and
nine months ended September 30, 2005 and 2004, condensed statements of changes
in member’ equity for the period from December 31, 2004 to September 30, 2005,
and the condensed statements of cash flows for the nine months ended September
30, 2005 and 2004 have been made and are reflected.
 
 During
the third quarter of 2005, the Fund sold all of its remaining railcars.
Consequently, the results from this operation have been classified as
discontinued operations and prior periods have been restated. (See Note 5 to the
unaudited condensed financial statements)
 
 2.  Schedule
of Fund Phases
 
 The Fund
may no longer use cash generated from operations or proceeds from asset
dispositions to purchase additional equipment.
 
 The Fund
will terminate on December 31, 2010, unless terminated earlier upon sale of all
equipment or by certain other events.
 
 3.  Reclassifications
 
 Certain
amounts previously reported have been reclassified to conform to the 2005
presentation. These reclassifications did not have any effect on net income.
 
 4.  Cash
Distributions
 
 Cash
distributions are recorded when declared.
 
 For the
three and nine months ended September 30, 2005, cash distributions declared and
paid totaled $2.5 million to the Class A Members ($0.50 per Class A unit) and
$0.4 million to the Class B Member. No cash distributions were declared or paid
to the Class A Members or the Class B Member during the nine months ended
September 30, 2004 or the three months ended September 30, 2005 and 2004. (see
Note 16 to the unaudited condensed financial statements)
 
 5.  Discontinued
Operations
 
 In the
third quarter of 2005, the Fund and several affiliated entities (collectively,
the Sellers), entered into an Asset Purchase Agreement to sell the railcar
business of the Sellers, which includes railcars owned and leased by the Sellers
as well as management contracts pursuant to which the Sellers manage the
railcars of third parties. The sale of the railcar business was completed on
August 18, 2005.
  
  **PROFESSIONAL
LEASE MANAGEMENT INCOME FUND I, L.L.C.**
 **(A
Delaware Limited Liability Company)**
 **NOTES
TO CONDENSED FINANCIAL STATEMENTS**
 **(unaudited)**
 
 5.  Discontinued
Operations (continued)
 
 The Fund
received net proceeds of $26.8 million from the disposition of its railcar
assets resulting in a gain on disposition of discontinued operations of $9.9
million. The amount received by the Fund was based on the appraised value of the
railcars sold by the Fund to the purchaser, as determined by an independent
third party appraiser.
 
 Accordingly,
the Fund's railcar leasing operations is accounted for as a discontinued
operation.
 
 Net
income (loss) from discontinued operations for the three and nine months ended
September 30, 2005 and 2004 are as follows (in thousands of
dollars):
 
 For
      the Three Months Ended
    
    For
      the Nine Months EndedSeptember
      30,
    
    September
      30,2005
    
    2004
    
    2005
    
    2004RevenuesLease revenue
    
    $
    496
    
    $
    929
    
    $
    2,482
    
    $
    2,835Interest and other income
    
    
    1
    
    
    16
    
    
    1
    
    
    16Gain on disposition of equipment
    
    
    100
    
    
    143
    
    
    176
    
    
    654Total revenues
    
    
    597
    
    
    1,088
    
    
    2,659
    
    
    3,505ExpensesDepreciation and amortization
    
    
    213
    
    
    750
    
    
    1,508
    
    
    2,262Operations support
    
    
    37
    
    
    469
    
    
    319
    
    
    928Management fees to affiliate
    
    
    31
    
    
    62
    
    
    168
    
    
    190General and administrative expensesto affiliates
    
    
    76
    
    
    105
    
    
    271
    
    
    278General and administrative expenses
    
    
    142
    
    
    65
    
    
    273
    
    
    185Provision for (recovery of) bad debts
    
    
    37
    
    
    9
    
    
    (35
    )
    
    8Total expenses
    
    
    536
    
    
    1,460
    
    
    2,504
    
    
    3,851Income
      (loss) from operations ofdiscontinued operations
    
    $
    61
    
    $
    (372
    )
    $
    155
    
    $
    (346
    )Gain
      on disposition of discontinued operations
    
    $
    9,865
    
    $
    --
    
    $
    9,865
    
    $
    --
 
 Assets
and liabilities held for sale as of September 30, 2005 and December 31, 2004 are
as follows (in thousands of dollars):
 
 September
      30,
    
    December
      31,**Assets**
    
    2005
    
    2004Equipment
      held for operating leases, net
    
    $
    --
    
    $
    19,051Accounts
      receivable, net
    
    
    53
    
    
    241Other
      assets, net
    
    
    12
    
    
    64Total assets held for sale
    
    $
    65
    
    $
    19,356**Liabilities**Account
      payable and other liabilities
    
    $
    60
    
    $
    300Due
      to affiliates
    
    
    42
    
    
    61Total liabilities held for sale
    
    $
    102
    
    $
    361
  
  **PROFESSIONAL
LEASE MANAGEMENT INCOME FUND I, L.L.C.**
 **(A
Delaware Limited Liability Company)**
 **NOTES
TO CONDENSED FINANCIAL STATEMENTS**
 **(unaudited)**
 
 5.  Discontinued
Operations (continued)
 
 Transactions
with Manager and Affiliates - Discontinued Operations
 
 During
the three and nine months ended September 30, 2005 and 2004, the Fund's
discontinued operations incurred these types of costs to FSI or its affiliates;
management fees and data processing and administrative expenses. The components
of these fees and expenses incurred to FSI or its affiliates were as follows (in
thousands of dollars):
 
 For
      the Three Months Ended
    
    For
      the Nine Months EndedSeptember
      30,
    
    September
      30,2005
    
    2004
    
    2005
    
    2004Management
      fees
    
    $
    31
    
    $
    62
    
    $
    168
    
    $
    190Data
      processing and administrativeexpenses
    
    
    76
    
    
    105
    
    
    271
    
    
    278
 
 6.  Transactions
with Manager and Affiliates
 
 The
balance due to affiliates as of September 30, 2005 and December 31, 2004
represented amounts due to the Manager and its affiliates for management fees.
 
 During
the three and nine months ended September 30, 2005 and 2004, the Fund incurred
management fees, data processing and administrative expenses to FSI or its
affiliates. The components of these fees and expenses incurred to FSI or its
affiliates were as follows (in thousands of dollars):
 
 Owned
      Equipment
    
    Equity
      InvestmentsFor
      the three months ended September 30,
    
    2005
    
    2004
    
    2005
    
    2004Management
      fees
    
    $
    170
    
    $
    240
    
    $
    15
    
    $
    15Data
      processing and administrativeexpenses
    
    
    37
    
    
    19
    
    
    2
    
    
    1
 
 Owned
      Equipment
    
    Equity
      InvestmentsFor
      the nine months ended September 30,
    
    2005
    
    2004
    
    2005
    
    2004Management
      fees
    
    $
    606
    
    $
    713
    
    $
    46
    
    $
    47Data
      processing and administrativeexpenses
    
    
    142
    
    
    63
    
    
    7
    
    
    4
 
 7.  Equipment
 
 The
components of owned equipment were as follows (in thousands of
dollars):
 
 September
      30,
    
    December
      31,2005
    
    2004Marine
      containers
    
    $
    29,775
    
    $
    30,414Marine
      vessel
    
    
    17,000
    
    
    17,000Aircraft
    
    
    10,494
    
    
    10,49457,269
    
    
    57,908Less
      accumulated depreciation
    
    
    (42,210
    )
    
    (40,329
    )Net equipment
    
    $
    15,059
    
    $
    17,579
 
 Equipment
held for operating leases is stated at cost less depreciation and any
impairments to the carrying value.
 
  
  **PROFESSIONAL
LEASE MANAGEMENT INCOME FUND I, L.L.C.**
 **(A
Delaware Limited Liability Company)**
 **NOTES
TO CONDENSED FINANCIAL STATEMENTS**
 **(unaudited)**
 
 7.  Equipment (continued)
 
 As of
September 30, 2005, all owned equipment in the Fund’s equipment portfolio was on
lease except for two Boeing 737's with a net book value of $-0-. As of December
31, 2004, all owned equipment in the Fund’s equipment portfolio was on lease.
During the second quarter of 2005, the Fund terminated the lease for two Boeing
737-200's on which the lessee had defaulted on its lease payments. In the first
quarter 2005, the Fund reserved the unpaid accounts receivable from this lessee.
The Fund stopped recording lease revenues from these aircraft on March 31, 2005.
The Fund took possession of these aircraft in the third quarter of 2005. As of
September 30, 2005, these aircraft have a net book value of $-0-. (See Note 16
to the unaudited condensed financial statements)
 
 During
the three and nine months ended September 30, 2005, the Fund disposed of marine
containers with a net book value of $0.1 million and $0.2 million, respectively,
for proceeds of $0.2 million and $0.6 million, respectively, which resulted in a
gain on disposition of $0.1 million and $0.3 million, respectively. During the
three months ended September 30, 2004, the Fund disposed of marine containers
with a net book value of $29,000 for proceeds of $0.1 million which resulted in
a gain on disposition of $27,000. During the nine months ended September 30,
2004, the Fund disposed of a commercial aircraft, marine containers, and
trailers with a net book value of $0.1 million for proceeds of $0.9 million and
reversed $0.9 million of unused engine reserves related to the sold commercial
aircraft which resulted in a gain on disposition of $1.7 million.
 
 8.  Equity
Investments in Affiliated Entities
 
 The Fund
owns equipment jointly with affiliated programs. These are single purpose
entities that do not have any debt or other financial encumbrances.
 
 Ownership
interest is based on the Fund’s contribution towards the cost of the asset in
the equity investments. The Fund’s proportional share of equity and income
(loss) in each entity is not necessarily the same as its ownership interest. The
primary reason for this difference has to do with certain fees such as
management and acquisition and lease negotiation fees varying among the owners
of the equity investments. The Fund’s equity interest in the net income (loss)
of equity investments is reflected net of management fees incurred.
 
 The
tables below set forth 100% of the lease revenues and interest and other income,
depreciation expense, administrative expenses, and net income (loss) of the
entities in which the Fund has an interest, and the Fund‘s proportional share of
income (loss) in each entity for the three and nine months ended September 30,
2005 and 2004 (in thousands of dollars):
 
 TWA
    
    TWA
    
    PLMFor
      the three months ended
    
    S/N
      49183
    
    MD-82
    
    WorldwideSeptember 30, 2005
    
    Trust1
    
    Trust2
    
    Leasing3
    
    
    TotalLease
      revenues and interest and other income
    $
    308
    $
    308
    $
    71Less:
      Depreciation expense
    
    --
    
    314
    
    --General and administrative expenses
    
    19
    
    19
    
    (96)Net
      income (loss)
    $
    289
    $
    (25)
    $
    167Fund’s
      share of net income (loss)
    $
    145
    $
    (9)
    $
    41
    
    $
    177
 
 
 
 
 
 
 1
    The Fund owns
      a 50% interest in the TWA S/N 49183 Trust that was formed in 1998 that
      owns an MD-82 stage III commercial
aircraft.
2
    The
      Fund owns a 50% interest in the TWA MD-82 Trust that was formed in 1998
      that owns an MD-82 stage III commercial aircraft.
3
    The
      Fund owns a 25% interest in PLM Worldwide Leasing that owns aircraft
      related assets that was formed in
1995.
 .
  
  **PROFESSIONAL
LEASE MANAGEMENT INCOME FUND I, L.L.C.**
 **(A
Delaware Limited Liability Company)**
 **NOTES
TO CONDENSED FINANCIAL STATEMENTS**
 **(unaudited)**
 
 8.  Equity
Investments in Affiliated Entities (continued)
 
 TWA
    
    TWA
    
    PLMFor
      the three months ended
    
    S/N
      49183
    
    MD-82
    
    WorldwideSeptember 30, 2004
    
    Trust1
    
    Trust2
    
    Leasing3
    
    
    TotalLease
      revenues and interest and other income
    $
    308
    $
    308Less:
      Depreciation expense
    
    --
    
    314General and administrative expenses
    
    18
    
    18Net
      income (loss)
    $
    290
    $
    (24)Fund’s
      share of net income (loss)
    $
    145
    $
    (9)
    $
    (11)
    
    $
    125
 
 
 TWA
    
    TWA
    
    PLMFor
      the nine months ended
    
    S/N
      49183
    
    MD-82
    
    WorldwideSeptember 30, 2005
    
    Trust1
    
    Trust2
    
    Leasing3
    
    
    TotalLease
      revenues and interest and other income
    $
    925
    $
    924
    
    600Less:
      Depreciation expense
    
    --
    
    943
    
    --General
      and administrative expenses
    
    57
    
    57
    
    590Net
      income (loss)
    $
    868
    $
    (76)
    
    10Fund’s
      share of net income (loss)
    $
    434
    $
    (28)
    $
    2
    
    $
    408
 
 
 TWA
    
    TWA
    
    PLMFor
      the nine months ended
    
    S/N
      49183
    
    MD-82
    
    WorldwideSeptember 30, 2004
    
    Trust1
    
    Trust2
    
    Leasing3
    
    
    TotalLease
      revenues and interest and other income
    $
    942
    $
    942Less:
      Depreciation expense
    
    --
    
    943General
      and administrative expenses
    
    55
    
    56Net
      income (loss)
    $
    887
    $
    (57)Fund’s
      share of net income (loss)
    $
    443
    $
    (18)
    $
    38
    
    $
    463
 
 As of
September 30, 2005 and December 31, 2004, all jointly-owned equipment in the
Fund’s equity investment portfolio were on lease.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 1
    The
      Fund owns a 50% interest in the TWA S/N 49183 Trust that was formed in
      1998 that owns an MD-82 stage III commercial
aircraft.
2
    The
      Fund owns a 50% interest in the TWA MD-82 Trust that was formed in 1998
      that owns an MD-82 stage III commercial
aircraft.
3
    The
      Fund owns a 25% interest in PLM Worldwide Leasing that owns aircraft
      related assets that was formed in
1995.
 
 
  **PROFESSIONAL
LEASE MANAGEMENT INCOME FUND I, L.L.C.**
 **(A
Delaware Limited Liability Company)**
 **NOTES
TO CONDENSED FINANCIAL STATEMENTS**
 **(unaudited)**
 
 9.
    Operating
      Segments
 
 The Fund
operates in four segments: marine vessel leasing, aircraft leasing, trailer
leasing and marine container leasing. Each equipment leasing segment engages in
short-term to mid-term operating leases to a variety of customers. There were no
intersegment revenues for the three and nine months ended September 30, 2005 and
2004. The following tables present a summary of the operating segments (in
thousands of dollars):
 
 Marine
    
    
    
    
    
    MarineFor
      the three months ended
    
    Vessel
    
    Aircraft
    
    Trailer
    
    ContainerSeptember 30, 2005
    
    Leasing
    
    Leasing
    
    Leasing
    
    Leasing
    
    Other1
    
    TotalRevenuesLease
      revenue
    
    $
    2,227
    
    $
    255
    
    $
    --
    
    $
    970
    
    $
    --
    
    $
    3,452Interest
      income and other income
    
    
    4
    
    
    --
    
    
    --
    
    
    --
    
    
    215
    
    
    219Gain
      on disposition of equipment
    
    
    --
    
    
    --
    
    
    --
    
    
    118
    
    
    --
    
    
    118Total revenues
    
    
    2,231
    
    
    255
    
    
    --
    
    
    1,088
    
    
    215
    
    
    3,789ExpensesDepreciation
    
    
    238
    
    
    --
    
    
    --
    
    
    498
    
    
    --
    
    
    736Operations
      support
    
    
    1,983
    
    
    76
    
    
    --
    
    
    13
    
    
    --
    
    
    2,072Management
      fees to affiliate
    
    
    109
    
    
    --
    
    
    13
    
    
    48
    
    
    --
    
    
    170General
      and administrative expenses
    
    
    18
    
    
    37
    
    
    --
    
    
    --
    
    
    167
    
    
    222Recovery
      of bad debts
    
    
    (132
    )
    
    (9
    )
    
    --
    
    
    --
    
    
    --
    
    
    (141
    )Total expenses
    
    
    2,216
    
    
    104
    
    
    13
    
    
    559
    
    
    167
    
    
    3,059Equity
      in net income of equityinvestments
    
    
    --
    
    
    177
    
    
    --
    
    
    --
    
    
    --
    
    
    177Income
      (loss) from continuing operations
    
    $
    15
    
    $
    328
    
    $
    (13
    )
    $
    529
    
    $
    48
    
    $
    907Total
      assets as of September 30, 2005
    
    $
    5,484
    
    $
    467
    
    $
    400
    
    $
    11,737
    
    $
    41,127
    
    $
    59,215
 
 
 Marine
    
    
    
    
    
    MarineFor
      the three months ended
    
    Vessel
    
    Aircraft
    
    Trailer
    
    ContainerSeptember 30, 2004
    
    Leasing
    
    Leasing
    
    Leasing
    
    Leasing
    
    Other2
    
    TotalRevenuesLease
      revenue
    
    $
    2,482
    
    $
    251
    
    $
    266
    
    $
    1,237
    
    $
    --
    
    $
    4,236Interest
      income and other income
    
    
    --
    
    
    608
    
    
    --
    
    
    --
    
    
    44
    
    
    652Gain
      on disposition of equipment
    
    
    --
    
    
    --
    
    
    --
    
    
    27
    
    
    --
    
    
    27Total revenues
    
    
    2,482
    
    
    859
    
    
    266
    
    
    1,264
    
    
    44
    
    
    4,915ExpensesDepreciation
    
    
    257
    
    
    --
    
    
    91
    
    
    612
    
    
    --
    
    
    960Operations
      support
    
    
    1,345
    
    
    7
    
    
    207
    
    
    21
    
    
    --
    
    
    1,580Management
      fees to affiliate
    
    
    124
    
    
    41
    
    
    13
    
    
    62
    
    
    --
    
    
    240Interest
      expense
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    248
    
    
    248General
      and administrative expenses
    
    
    20
    
    
    9
    
    
    --
    
    
    --
    
    
    208
    
    
    237Recovery
      of bad debts
    
    
    --
    
    
    (674
    )
    
    --
    
    
    --
    
    
    --
    
    
    (674
    )Total expenses
    
    
    1,746
    
    
    (617
    )
    
    311
    
    
    695
    
    
    456
    
    
    2,591Equity
      in net income of equityinvestments
    
    
    --
    
    
    125
    
    
    --
    
    
    --
    
    
    --
    
    
    125Income
      (loss) from continuing operations
    
    $
    736
    
    $
    1,601
    
    $
    (45
    )
    $
    569
    
    $
    (412
    )
    $
    2,449
 
 
 
 
 
 1
    Includes
      certain assets not identifiable to a specific segment such as cash and
      certain other assets and assets held for sale. Also includes certain
      interest income and costs not identifiable to a particular segment, such
      as certain general and administrative
expenses.
 2
    Includes
      certain interest income and costs not identifiable to a particular
      segment, such as interest expense and certain general and administrative
      expenses.
  
  **PROFESSIONAL
LEASE MANAGEMENT INCOME FUND I, L.L.C.**
 **(A
Delaware Limited Liability Company)**
 **NOTES
TO CONDENSED FINANCIAL STATEMENTS**
 **(unaudited)**
 
 9.
    Operating
      Segments(continued)
 
 Marine
    
    
    
    
    
    MarineFor
      the nine months ended
    
    Vessel
    
    Aircraft
    
    Trailer
    
    ContainerSeptember 30, 2005
    
    Leasing
    
    Leasing
    
    Leasing
    
    Leasing
    
    Other1
    
    TotalRevenuesLease
      revenue
    
    $
    7,999
    
    $
    551
    
    $
    --
    
    $
    3,269
    
    $
    --
    
    $
    11,819Interest
      income and other income
    
    
    4
    
    
    12
    
    
    --
    
    
    --
    
    
    313
    
    
    329Gain
      on disposition of equipment
    
    
    --
    
    
    --
    
    
    --
    
    
    321
    
    
    --
    
    
    321Total revenues
    
    
    8,003
    
    
    563
    
    
    --
    
    
    3,590
    
    
    313
    
    
    12,469ExpensesDepreciation
    
    
    712
    
    
    --
    
    
    --
    
    
    1,577
    
    
    --
    
    
    2,289Operations
      support
    
    
    4,395
    
    
    88
    
    
    1
    
    
    38
    
    
    --
    
    
    4,522Management
      fees to affiliate
    
    
    390
    
    
    12
    
    
    41
    
    
    163
    
    
    --
    
    
    606Interest
      expense
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    42
    
    
    42General
      and administrative expenses
    
    
    66
    
    
    87
    
    
    --
    
    
    --
    
    
    558
    
    
    711Provision
      for bad debts
    
    
    13
    
    
    188
    
    
    --
    
    
    --
    
    
    --
    
    
    201Total expenses
    
    
    5,576
    
    
    375
    
    
    42
    
    
    1,778
    
    
    600
    
    
    8,371Equity
      in net income of equityinvestments
    
    
    --
    
    
    408
    
    
    --
    
    
    --
    
    
    --
    
    
    408Income
      (loss) from continuing operations
    
    $
    2,427
    
    $
    596
    
    $
    (42
    )
    $
    1,812
    
    $
    (287
    )
    $
    4,506
 
 
 Marine
    
    
    
    
    
    MarineFor
      the nine months ended
    
    Vessel
    
    Aircraft
    
    Trailer
    
    ContainerSeptember 30, 2004
    
    Leasing
    
    Leasing
    
    Leasing
    
    Leasing
    
    Other1
    
    TotalRevenuesLease
      revenue
    
    $
    7,747
    
    $
    835
    
    $
    812
    
    $
    3,560
    
    $
    --
    
    $
    12,954Interest
      income and other income
    
    
    --
    
    
    642
    
    
    --
    
    
    --
    
    
    74
    
    
    716Gain
      (loss) on disposition of equipment
    
    
    --
    
    
    1,660
    
    
    (3
    )
    
    91
    
    
    --
    
    
    1,748Total revenues
    
    
    7,747
    
    
    3,137
    
    
    809
    
    
    3,651
    
    
    74
    
    
    15,418ExpensesDepreciation
    
    
    771
    
    
    --
    
    
    272
    
    
    1,929
    
    
    --
    
    
    2,972Operations
      support
    
    
    4,460
    
    
    24
    
    
    574
    
    
    65
    
    
    --
    
    
    5,123Management
      fees to affiliate
    
    
    387
    
    
    107
    
    
    41
    
    
    178
    
    
    --
    
    
    713Interest
      expense
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    736
    
    
    736General
      and administrative expenses
    
    
    59
    
    
    321
    
    
    34
    
    
    --
    
    
    576
    
    
    990Recovery
      of bad debts
    
    
    --
    
    
    (1,483
    )
    
    (1
    )
    
    --
    
    
    --
    
    
    (1,484
    )Total expenses
    
    
    5,677
    
    
    (1,031
    )
    
    920
    
    
    2,172
    
    
    1,312
    
    
    9,050Equity
      in net income of equityinvestments
    
    
    --
    
    
    463
    
    
    --
    
    
    --
    
    
    --
    
    
    463Income
      (loss) from continuing operations
    
    $
    2,070
    
    $
    4,631
    
    $
    (111
    )
    $
    1,479
    
    $
    (1,238
    )
    $
    6,831
 
 10.  Basic
Earnings (Loss) Per Weighted-Average Class A Unit
 
 Basic
earnings (loss) per weighted-average Class A unit was computed by dividing
earnings or loss attributable to the 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 and
nine months ended September 30, 2005 and 2004 was 4,971,311 units.
 
 All
special allocations of income to the Manager are included in the calculation of
basic earnings (loss) from continuing operations.
 
 
 1
    Includes
      certain interest income and costs not identifiable to a particular
      segment, such as interest expense and certain general and administrative
      expenses.
  
  
 **PROFESSIONAL
LEASE MANAGEMENT INCOME FUND I, L.L.C.**
 **(A
Delaware Limited Liability Company)**
 **NOTES
TO CONDENSED FINANCIAL STATEMENTS**
 **(unaudited)**
 
 10.  Basic
Earnings (Loss) Per Weighted-Average Class A Unit (continued)
  Basic
earning or loss per weighted average Class A unit from continuing operations,
operations of discontinued operations, gain on disposition of discontinued
operations and any special allocations to the Class A members are based on the
following (in thousands of dollars, except weighted-average Class A unit
amounts):
 
 For
      the Three Months
    
    For
      the Nine MonthsEnded
      September 30,
    
    Ended
      September 30,2005
    
    2004
    
    2005
    
    2004Attributable
      to Class A members:Basic
      income from continuing operations
    
    $
    907
    
    $
    2,449
    
    $
    4,506
    
    $
    6,831Special
      allocation of loss
    
    
    --
    
    
    --
    
    
    (438
    )
    
    --Income
      from continuing operations
    
    
    907
    
    
    2,449
    
    
    4,068
    
    
    6,831Income
      (loss) from operations ofdiscontinued operations
    
    
    61
    
    
    (372
    )
    
    155
    
    
    (346
    )Gain
      on disposition of discontinued operations
    
    
    9,865
    
    
    --
    
    
    9,865
    
    
    --Net
      income
    
    $
    10,833
    
    $
    2,077
    
    $
    14,088
    
    $
    6,485Weighted
      average Class A units outstanding
    
    
    4,971,311
    
    
    4,971,311
    
    
    4,971,311
    
    
    4,971,311Basic
      earnings:Income
      from continuing operations
    
    $
    0.18
    
    $
    0.49
    
    $
    0.82
    
    $
    1.37Income
      (loss) from operations ofdiscontinued operations
    
    
    0.02
    
    
    (0.07
    )
    
    0.03
    
    
    (0.07
    )Gain
      on disposition of discontinued operations
    
    
    1.98
    
    
    --
    
    
    1.98
    
    
    --Net
      income per weighted average Class A unit
    
    $
    2.18
    
    $
    0.42
    
    $
    2.83
    
    $
    1.30
 
 11.  Accounts
and Other Receivables
 
 Accounts
and other receivables represent balances due from current or former lessees for
unpaid balances incurred from leasing Fund owned equipment. The components of
accounts and other receivables were as follows (in thousands of
dollars):
 
 September
      30,
    
    December
      31,2005
    
    2004Trade
      accounts receivables
    
    $
    1,919
    
    $
    2,472Other
      receivables
    
    
    --
    
    
    862Allowance
      for doubtful accounts
    
    
    (13
    )
    
    --$
    1,906
    
    $
    3,334
 
 At
December 31, 2004, the balance in other receivable was due from a former
aircraft lessee for past due lease payments and in settlement for returning
aircraft in a condition not in accordance with the lease agreement. During 2005,
$0.6 million of the other receivable was paid with the remaining balance of $0.3
million being offset against a security deposit from the
lessee.
  
  **PROFESSIONAL
LEASE MANAGEMENT INCOME FUND I, L.L.C.**
 **(A
Delaware Limited Liability Company)**
 **NOTES
TO CONDENSED FINANCIAL STATEMENTS**
 **(unaudited)**
 
 12.  Other
Assets
 
 The
components of the other assets, net, were as follows (in thousands of
dollars):
 
 September
      30,
    
    December
      31,2005
    
    2004Finance
      lease receivable
    
    $
    333
    
    $
    538Inventory
    
    
    244
    
    
    253Prepaid
      expenses
    
    
    153
    
    
    279Other
      assets
    
    
    5
    
    
    5Debt
      placement fees, net
    
    
    --
    
    
    36$
    735
    
    $
    1,111
 
 13.  Debt
 
 During
January 2005, the Fund prepaid its outstanding note payable of $10.0 million
plus accrued interest of $6,000. There was no pre-payment penalty associated
with the prepayment of the note payable. The cash for the payment came from
operations and equipment dispositions. The Fund expensed the remaining
unamortized portion of debt placement fees of $36,000 related to the note
payable concurrently with the payment of the debt.
 
 14.  Concentrations
of Credit Risk
 
 For the nine
months ended September 30, 2005 and 2004, the Fund’s customer that accounted for
10% or more of the total revenues for the owned equipment and jointly owned
equipment was Capital Leasing (17% in 2005 and 18% in 2004). In addition, during
2004, Varig South America purchased a commercial aircraft from the Fund and the
gain from the sale accounted for 10% of total revenues from owned equipment and
jointly owned equipment.
 
 As of
September 30, 2005 and December 31, 2004, the Fund’s customers that accounted
for 10% or more of the total accounts and other receivables for the owned
equipment and jointly owned equipment were Capital Leasing (38% in 2005 and 28%
in 2004), Stena Bulk LLC (29% in 2005 and 27% in 2004), Varig South America (21%
in 2004) and Cronos Group (18% in 2005 and 10% in 2004).
 
 As of
September 30, 2005 and December 31, 2004, the Manager believed the Fund had no
other significant concentrations of credit risk that could have a material
adverse effect on the Fund.
 
 15.  Recent
Accounting Pronouncement
 
 In
December 2004, Financial Accounting Standards Board issued Statement 153,
"Exchanges of Non-monetary Assets" (Statement 153), an amendment of Accounting
Principles Board Opinion No. 29. Statement 153 is effective for non-monetary
asset exchanges occurring in fiscal periods beginning after June 15, 2005.
Statement 153 eliminates the exception to fair value for exchanges of similar
productive assets and replaces it with a general exception for exchange
transactions that do not have commercial substance - that is, transactions that
are not expected to result in significant changes in the cash flows of the
reporting entity.  Adoption of Statement 153 did not have a significant
effect on the Fund's financial statements.
 
  
  
 **PROFESSIONAL
LEASE MANAGEMENT INCOME FUND I, L.L.C.**
 **(A
Delaware Limited Liability Company)**
 **NOTES
TO CONDENSED FINANCIAL STATEMENTS**
 **(unaudited)**
 
 16.  Subsequent
Event
 
 During
October 2005, the Manager declared a cash distribution of $6.55 per Class A
Member unit that was paid on November 11, 2005 to the holders of record as of
November 1, 2005. The total cash distributed to the Class A Members and the
Class B Member was $32.6 million and $5.9 million,
respectively.
  ITEM 2.  MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 
 During
the third quarter of 2005, the Fund sold all of its remaining railcars.
Consequently, the results from this operation have been classified as
discontinued operations and prior periods have been restated. (See Note 5 to the
unaudited condensed financial statements)
 
 (I)  RESULTS
OF OPERATIONS
 
 Comparison
of Professional Lease Management Income Fund I, L.L.C.’s (the Fund's) Operating
Results for the Three Months Ended September 30, 2005 and 2004
 
 (A)  Owned
Equipment Operations
 
 Lease
revenues less operations support on owned equipment decreased during the three
months ended September 30, 2005, compared to the same period of 2004. Gains from
the disposition of equipment, interest and other income and certain expenses
such as management fees to affiliate, depreciation, general and administrative
expenses and recovery of bad debts 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 operations support by segment (in thousands
of dollars):
 
 For
      the Three Months
      Ended
      September 30,2005
    
    2004Marine
      containers
    
    $
    957
    
    $
    1,216Marine
      vessel
    
    
    244
    
    
    1,137Aircraft
    
    
    179
    
    
    244Trailers
    
    
    --
    
    
    59
 
 Marine
containers:  Marine
container lease revenues and operations support were $1.0 million and $13,000,
respectively, for the three months ended September 30, 2005, compared to $1.2
million and $21,000, respectively, during the same period of 2004. The decrease
in lease revenues of $0.3 million during the three months ended September 30,
2005 compared to the same period of 2004 was due to lower lease rates earned on
the Fund's marine containers due to the conversion of a portion of the Fund's
marine containers from a fixed term lease to one based on utilization.
 
 Marine
vessel:  Marine
vessel lease revenues and operations support were $2.2 million and $2.0 million,
respectively, for the three months ended September 30, 2005, compared to $2.5
million and $1.3 million, respectively, during the same period of 2004. Lease
revenues decreased $0.3 million in the three months ended September 30, 2005
compared to the same period of 2004 due to a lower lease rate being earned on
the Fund’s marine vessel. Direct operating expenses increased $0.6 million due
to a $0.3 million increase in fuel costs resulting from increased fuel prices
and increased $0.2 million due to higher dry dock costs during the three months
ended September 30, 2005 compared to the same period of 2004.
 
 Aircraft:  Aircraft
lease revenues and operations support were $0.3 million and $0.1 million,
respectively, for the three months ended September 30, 2005, compared to $0.3
million and $7,000, respectively, during the same period of 2004. Direct
operating expenses increased $0.1 million due to increased repairs and
maintenance during the three months ended September 30, 2005 compared to the
same period of 2004.
 
 Trailers:  Trailer
lease revenues and operations support were $-0- and $-0-, respectively, for the
three months ended September 30, 2005, compared to $0.3 million and $0.2
million, respectively, during the same period of 2004. Trailer lease revenues
and operations support decreased due to all of the Fund's trailers being placed
on a direct finance lease in 2004.
 
 (B)  Interest
and Other Income
 
 Interest
and other income decreased $0.4 million in the three months ended September 30,
2005 compared to the same period of 2004. During the third quarter of 2004, a
former aircraft lessee agreed to pay $0.6 million as a settlement for not
returning leased aircraft in the condition required in the lease agreement which
was included in other income. A similar event did not occur during the same
period of 2005.
This decrease was partially offset by an increase of $0.2 million in the three
months ended September 30, 2005 due to increased interest income due to on
higher cash balances compared to the same period of 2004.
 
 (C)  Indirect
Expenses Related to Owned Equipment Operations
 
 Total
indirect expenses remained relatively the same at $1.0 million for the three
months ended September 30, 2005 and 2004. While total indirect expenses remained
approximately the same for both periods, there were significant variances in the
components of indirect expenses which are explained below:
 
 (i)  A $0.2
million decrease in depreciation expense from 2004 levels reflecting a decrease
of $0.1 million caused by the double-declining balance method of depreciation
which results in greater depreciation in the first years an asset is owned and a
decrease of $0.1 million caused by the Fund's trailer portfolio being placed in
a direct finance lease in 2004;
 
 (ii)  A $0.2
million decrease in interest expense was due to lower average borrowings
outstanding during the three months ended September 30, 2005 compared to the
same period in 2004. The Fund repaid its outstanding debt in full in the first
quarter of 2005;
 
 (iii)  A $0.1
million decrease in management fees to affiliate was due to lower lease revenues
being earned during the three months ended September 30, 2005 compared to the
same period in 2004; and
 
 (iv)  Recovery
of bad debts decreased $0.5 million in the third quarter of 2005 compared to the
same period of 2004. During the third quarter of 2004, recovery of bad debts of
$0.7 million was due to the collection of receivables primarily from one former
aircraft lessee that had been previously reserved for as a bad debt. A similar
event did not occur during the same period of 2005.
 
 (D)  Gain on
Disposition of Owned Equipment
 
 Gain on
disposition of owned equipment for the three months ended September 30, 2005
totaled $0.1 million which resulted from the sale of marine containers with a
net book value of $0.1 million for proceeds of $0.2 million. Gain on disposition
of owned equipment for the three months ended September 30, 2004 totaled $27,000
which resulted from the sale of marine containers with a net book value of
$29,000 for proceeds of $0.1 million.
 
 (E)  Equity in
Net Income of Equity Investments
 
 Equity in
net income of equity investments represents the Fund's share of the net income
generated from the operation of jointly owned assets accounted for under the
equity method of accounting. These entities are single purpose and have no debt
or other financial encumbrances.
 
 The
following equity investments discussion is based on the Fund's proportional
share of revenues, depreciation, and administrative expenses in the equity
investments:
 
 As of
September 30, 2005 and 2004, the Fund owned interests in two trusts that each
own a commercial aircraft and an interest in an entity owning other aircraft
related assets. During the three months ended September 30, 2005, lease revenues
of $0.3 million were partially offset by depreciation and administrative
expenses of $0.1 million. During the same period of 2004, lease revenues of $0.3
million were partially offset by depreciation and administrative expenses of
$0.2 million.
 
 (F)  Income
(Loss) from Operation of Discontinued Operations
 
 During
the three months ended September 30, 2005, the Fund's railcar operations, which
are being accounted for as a discontinued operation, generated income from
operations of $0.1 million compared to a loss of $0.4 million during the same
period of 2004.
 
 (G)  Gain from
Disposition of Discontinued Operations
 
 The Fund
had a gain on disposition of discontinued operations from the sale of its
railcar assets of $9.9 million in the three months ended September 30, 2005
compared to $-0- during the same period of 2004.
  (H)  Net
Income
 
 As a
result of the foregoing, the Fund had net income of $10.8 million for the three
months ended September 30, 2005, compared to net income of $2.1 million during
the same period of 2004. The Fund's ability to 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 three months ended September
30, 2005 is not necessarily indicative of future periods.
 
 Comparison
of the Fund's Operating Results for the Nine Months Ended September 30, 2005 and
2004
 
 (A)  Owned
Equipment Operations
 
 Lease
revenues less operating support on owned equipment decreased during the nine
months ended September 30, 2005, compared to the same period of 2004. The
following table presents lease revenues less operating support by segment (in
thousands of dollars):
 
 For
      the Nine Months
      Ended
      September 30,2005
    
    2004Marine
      vessel
    
    $
    3,604
    
    $
    3,287Marine
      containers
    
    
    3,231
    
    
    3,495Aircraft
    
    
    463
    
    
    811Trailers
    
    
    (1
    )
    
    238
 
 Marine
vessel:  Marine
vessel lease revenues and operations support were $8.0 million and $4.4 million,
respectively, for the nine months ended September 30, 2005, compared to $7.7
million and $4.5 million, respectively, during the same period of 2004. An
increase in lease revenues of $0.5 million due to a higher lease rate being
earned during the first six months of 2005 compared to the same period of 2004
was partially offset by $0.3 million decrease during the third quarter of 2005
due earning a lower lease rate compared to the same period of 2004. Direct
operating expenses decreased $0.1 million which resulted from a decrease of $0.2
million due to lower voyage expenses partially offset by an increase of $0.1
million due to higher repairs and maintenance costs during the nine months ended
September 30, 2005 compared to the same period of 2004.
 
 Marine
containers:  Marine
container lease revenues and operations support were $3.3 million and $38,000,
respectively, for the nine months ended September 30, 2005, compared to $3.6
million and $0.1 million, respectively, during the same period of 2004. The
decrease in lease revenues of $0.3 million during the nine months ended
September 30, 2005 compared to the same period of 2004 was due to lower lease
rates earned on the Fund's marine containers due to the conversion of a portion
of the Fund's marine containers from a fixed term lease to one based on
utilization.
 
 Aircraft:  Aircraft
lease revenues and operations support were $0.6 million and $0.1 million,
respectively, for the nine months ended September 30, 2005, compared to $0.8
million and $24,000, respectively, during the same period of 2004. A decrease in
contribution of $0.2 million was due to two aircraft being off-lease during the
second and third quarters of 2005 which were on-lease during the nine months
ended September 30, 2004 and decreased $0.1 million due to the sale of one of
the Fund's owned aircraft in 2004 which was on lease for the first quarter of
2004. Additionally, direct operating expenses increased $0.1 million due to
increased repairs and maintenance during the nine months ended September 30,
2005 compared to the same period of 2004.
 
 Trailers:  Trailer
lease revenues and operations support were $-0- and $1,000, respectively, for
the nine months ended September 30, 2005, compared to $0.8 million and $0.6
million, respectively, during the same period of 2004. Trailer lease revenues
and operations support decreased due to all of the Fund's trailers being placed
on a direct finance lease in 2004.
 
 (B)  Interest
and Other Income
 
 Interest
and other income decreased $0.4 million in the nine months ended September 30,
2005 compared to the same period of 2004. During 2004, a former aircraft lessee
agreed to pay $0.6 million as a settlement for not returning leased aircraft in
the condition required in the lease agreement which was included in other
income. A similar event did not occur during the same period of 2005. This
decrease was
partially offset by increased interest income of $0.2 million on higher cash
balances compared to the same period of 2004.
 
 (C)  Indirect
Expenses Related to Owned Equipment Operations
 
 Total
indirect expenses of $3.8 million for the nine months ended September 30, 2005
decreased from $3.9 million for the same period in 2004. While total indirect
expenses remained approximately the same for both periods, there were
significant variances in the components of indirect expenses which are explained
below:
 
 (i)  A $0.7
million decrease in depreciation expense from 2004 levels reflecting a decrease
of $0.4 million caused by the double-declining balance method of depreciation
which results in greater depreciation in the first years an asset is owned and a
decrease of $0.3 million caused by the Fund's trailer portfolio being placed in
a direct finance lease in 2004;
 
 (ii)  A $0.7
million decrease in interest expense was due to lower average borrowings
outstanding during the nine months ended September 30, 2005 compared to the same
period in 2004. The Fund repaid its outstanding debt in full in the first
quarter of 2005;
 
 (iii)  A $0.3
million decrease in general and administrative expenses during the nine months
ended September 30, 2005 was due to lower administrative costs resulting from
the return of aircraft during 2004. Similar events did not occur in 2005;
 
 (iv)  A $0.1
million decrease in management fees to affiliate was due to lower lease revenues
being earned during the nine months ended September 30, 2005 compared to the
same period in 2004; and
 
 (v)  Provision
for (recovery of) bad debts decreased $1.7 million in the first nine months of
2005 compared to the same period of 2004. During 2005, provision for bad debts
of $0.2 million was primarily related to one aircraft lessee that declared
bankruptcy. During 2004, recovery of bad debts of $1.5 million was due to the
collection of receivables from another aircraft lessee that had been previously
reserved for as a bad debt.
 
 (D)  Net Gain
on Disposition of Owned Equipment
 
 Net gain
on disposition of owned equipment for the nine months ended September 30, 2005
totaled $0.3 million which resulted from the sale of marine containers with a
net book value of $0.2 million for proceeds of $0.6 million. Net gain on
disposition of owned equipment for the nine months ended September 30, 2004
totaled $1.7 million which resulted from the disposition of a commercial
aircraft, marine containers, and a trailer with a net book value of $0.1 million
for proceeds of $0.9 million and the reversal of $0.9 million of unused engine
reserves.
 
 (E)  Equity in
Net Income of Equity Investments
 
 Equity in
net income of equity investments represents the Fund's share of the net income
generated from the operation of jointly owned assets accounted for under the
equity method of accounting. These entities are single purpose and have no debt
or other financial encumbrances.
 
 The
following equity investments discussion is based on the Fund's proportional
share of revenues, depreciation and administrative expenses in the equity
investments:
 
 As of
September 30, 2005 and 2004, the Fund owned interests in two trusts that each
own a commercial aircraft and an interest in an entity owning other aircraft
related assets. During the nine months ended September 30, 2005, lease revenues
of $1.1 million were partially offset by depreciation and administrative
expenses of $0.7 million. During the same period of 2004, lease revenues of $0.9
million were partially offset by depreciation and administrative expenses of
$0.5 million.
  (F)  Income
(Loss) from Operation of Discontinued Operations
 
 During
the nine months ended September 30, 2005, the Fund's railcar operations, which
are being accounted for as a discontinued operation, generated income from
operations of $0.2 million compared to a loss of $0.3 million during the same
period of 2004.
 
 (G)  Gain from
Disposition of Discontinued Operations
 
 The Fund
had a gain on disposition of discontinued operations from the sale of its
railcar assets of $9.9 million in the nine months ended September 30, 2005
compared to $-0- during the same period of 2004.
 
 (H)  Net
Income
 
 As a
result of the foregoing, the Fund had net income of $14.5 million for the nine
months ended September 30, 2005, compared to net income of $6.5 million during
the same period of 2004. The Fund's ability to 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 nine months ended September
30, 2005 is not necessarily indicative of future periods.
 
 (II)  FINANCIAL
CONDITION - CAPITAL RESOURCES AND LIQUIDITY
 
 DISCONTINUED
OPERATIONS
 
 In the
third quarter of 2005, the Fund and several affiliated entities (collectively,
the Sellers), entered into an Asset Purchase Agreement to sell the railcar
business of the Sellers, which includes railcars owned and leased by the Sellers
as well as management contracts pursuant to which the Sellers manage the
railcars of third parties. The sale of the railcar business was completed on
August 18, 2005.
 
 The Fund
received net proceeds of $26.8 million from the disposition of its railcar
assets resulting in a gain on disposition of discontinued operations of $9.9
million. The amount received by the Fund was based on the appraised value of the
railcars sold by the Fund to the purchaser, as determined by an independent
third party appraiser.
 
 Accordingly,
the Fund's railcar leasing operations is accounted for as discontinued
operations.
 
 CONTINUING
OPERATIONS
 
 At
September 30, 2005, the Fund had unrestricted cash of $41.0
million.
 
 For the
nine months ended September 30, 2005, the Fund generated cash from operations of
$9.9 million which included cash provided by discontinued operations of $1.5
million, to meet its operating obligations, pay debt and interest on the Fund's
debt, maintain working capital reserves and make cash distributions of $2.5
million to the Class A Members ($0.50 per Class A unit) and $0.4 million to the
Class B Member.
 
 During
the nine months ended September 30, 2005, the Fund disposed of owned equipment
for proceeds of $0.6 million.
 
 Accounts
and other receivables decreased $1.4 million in the nine months ended September
30, 2005 due to the decrease caused by the collection of $0.6 million in other
receivables, the offsetting of a security deposit of $0.3 million against other
receivables from a former aircraft lessee and a decrease of $0.5 million due to
the timing of lease receipts.
 
 Equity
investments in affiliated entities decreased $0.4 million during the nine months
ended September 30, 2005 due to cash distributions of $0.8 million from the
equity investments to the Fund being partially offset by income of $0.4 million
that was recorded by the Fund for its interests in the equity
investments.
 
 Other
assets decreased $0.4 million during the nine months ended September 30, 2005. A
decrease of $0.2 million was due to the cash payments received on the finance
lease receivable and a decrease of $0.1 million was due to the amortization of
prepaid insurance.
 
 Accounts
payable and accrued expenses increased $0.2 million during the nine months ended
September 30, 2005 due to the timing of payments to vendors.
  Due to
affiliates decreased $0.1 million during the nine months ended September 30,
2005 due to reduced management fees owed to the affiliate caused by lower lease
revenues.
 
 Reserve
for repairs increased $0.4 million during the nine months ended September 30,
2005 due to the accrual of marine vessel dry-docking reserves.
 
 Lessee
deposits and prepaid reserves decreased $0.6 million during 2005 due to the
security deposit of $0.3 million from an aircraft lessee being offset against
other receivables and decreased $0.3 million due to the timing of prepaid lease
payments being received from lessees.
 
 Notes
payable decreased $10.0 million during the nine months ended September 30, 2005.
In January 2005, the Fund prepaid its outstanding note payable plus accrued
interest of $6,000. There was no pre-payment penalty associated with the payment
of the note payable.
 
 CASH
DISTRIBUTIONS
 
 In
November 2005, the Fund paid a cash distribution of $32.6 million to the Class A
Members ($6.55 Class A unit) and $5.9 million to the Class B Member **.**
 
 (III)  RECENT
ACCOUNTING PRONOUNCEMENT
 
 In
December 2004, Financial Accounting Standards Board issued Statement 153,
"Exchanges of Non-monetary Assets" (Statement 153), an amendment of Accounting
Principles Board Opinion No. 29. Statement 153 is effective for non-monetary
asset exchanges occurring in fiscal periods beginning after June 15, 2005.
Statement 153 eliminates the exception to fair value for exchanges of similar
productive assets and replaces it with a general exception for exchange
transactions that do not have commercial substance - that is, transactions that
are not expected to result in significant changes in the cash flows of the
reporting entity.  Adoption of Statement 153 did not have a significant
effect on the Fund's financial statements.
 
 (IV)  OUTLOOK
FOR THE FUTURE
 
 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 these factors 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.
 
 The Fund
intends to use future cash flow from operations to satisfy the operating
requirements and make cash distributions to the Members.
 
 Disposition
of the Fund's equipment and investments in entities owning equipment may result
in a reduction of cash flows from operations to the Fund.
 
 Factors
affecting the Fund’s operations in the remainder of 2005 and beyond
include:
 
 (1)  Demand
for marine containers is closely tied to worldwide economic conditions.
Utilization of the Fund's marine containers is expected to be in the 90 - 95%
range in the remainder of 2005. Marine container manufacturers have recently
seen an increase in their inventory of marine containers. This increase may
result in a decrease in utilization and lease rates earned on the Fund's marine
containers.
 
 (2)  The
Fund’s owned marine ** vessel is
a double-hull product tanker which operates in international markets carrying a
variety of clean product/chemical liquid cargoes. Demand for product and
chemical shipping is closely tied to worldwide economic growth patterns, which
can affect demand by causing changes in specific grade volume on trade routes.
The Manager operates the Fund’s product tanker in the voyage charter markets,
carrying mostly gasoline, jet fuel, gas oils and similar petroleum distillates
or simple
chemicals or vegetable oils, an approach that provides the flexibility to adapt
to changes in market conditions.
 
 The
Fund’s product tanker has continued to operate with very minimum idle time
between charters. The third quarter 2005 started slowly due to low summer
product demand, however, two major hurricanes in the United States (US) gulf
created major problems with the oil supply chain and especially the limited
refinery capacity of the US. Several major refineries in the US gulf area were
shut down or product refining capacity severely reduced resulting in shortage of
refined products such as gasoline, jet fuel, heating oil, etc. which created a
high demand for imported product from Europe and elsewhere. These events drove
the shipping markets for product carriers to all time highs. While some, but not
all refining capacity has come back on stream, the demand, while off the highs,
remains strong and should continue for the rest of 2005 and into early 2006. The
advent of the heating oils season in North America with supply levels reported
low could further prolong the strong product tanker market.
 
 The
Fund's marine vessels is currently undergoing major maintenance. The Manager
expects that this marine vessel will be off-lease for approximately 40 days in
the fourth quarter due to this maintenance.
 
 The
product tanker owned by the Fund is 20 years old which may limit its future
marketability. Marine vessels of this age typically earn a lower lease rate than
newer marine vessels and may have increased off-hire time;
 
 (3)  Market
demand for new and used aircraft has been severely impacted by the poor
financial condition of the airline industry.
 
 The
Manager believes that the commercial aviation industry is recovering from
several years of reduced travel; however, the Manager views the recovery with
caution as major increases in the cost of fuel has added another factor to
further weakening yields. The Manager believes that stabilization of fuel prices
will be critical for the recovery in the airline industry to continue.
 
 In
November 2005, the Fund sold its two off-lease Boeing 737s and received
aggregate proceeds of $1.2 million.
 
 The Fund
has an interest in two aircraft on lease to a major US airline. While the
Manager is not aware of any specific liquidity problems in regards to this
lessee, the poor financial condition of the US airline industry, which has
included several bankruptcies this year, indicate there could be collection
issues related to this lessee in the future;
 
 (4)  The Fund
is expected to have increased general and administrative costs as the Manager
liquidates other investments programs that currently share certain general and
administrative expenses;
 
 (5)  The
timing and amount of future cash distributions to the Class A and Class B
Members will be based on the cash position of the Fund and operational
requirements. The Manager does not expect to make a cash distribution until the
Fund has additional significant asset dispositions; and
 
 (6)  Beginning
in 2006, in order to prevent the Fund from being considered publicly traded and
to avoid taxation of the Fund as an association treated as a corporation under
the Internal Revenue Code, the Manager will limit the number of Class A units to
be traded to 2% per year of the total outstanding units.
 
 Several
other factors may affect the Fund's operating performance in the remainder of
2005 and beyond, including changes in the markets for the Fund's equipment and
changes in the regulatory environment in which the equipment
operates.
 
 The
Manager may elect to sell certain underperforming equipment, equipment whose
continued operation may become prohibitively expensive, or has a greater
strategic value to others. The Manager intends to re-lease or sell equipment at
prevailing market rates; however, the Manager cannot predict these future rates
with any certainty at this time and cannot accurately assess the effect of such
activity on future Fund performance. The proceeds from the sold or liquidated
equipment will be used to fund operations and make cash distributions to the
members.
 
 Cash
distributions when paid to the members generally consist of both a return of and
a return on capital. Cash distributions do not represent and are not indicative
of yield on investment. Actual yield on investment cannot be determined with any
certainty until conclusion of the Fund and will be dependent upon the collection
of all future contracted rent, the generation of renewal and/or re-lease rents
and the residual value realized for each asset at its disposal.
 
 (V)  FORWARD-LOOKING INFORMATION
 
 Except
for the historical information contained herein, this Form 10-QSB 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-QSB should be read as being
applicable to all related forward-looking statements wherever they appear in
this Form 10-QSB. There are a number of important factors that could cause
actual results to differ materially from those expressed in any forward-looking
statements made herein. These factors include, but are not limited to, the
collection of the Fund’s contracted rents, the realization of residual proceeds,
and future economic conditions.
 
 ITEM
3.  CONTROLS
AND PROCEDURES
 
 Limitations
on the Effectiveness of Controls
 
 The
Manager’s management, including it’s President and Chief Financial Officer
(CFO), does not expect that our internal controls or disclosure control will
prevent all errors and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs.
 
 Because
of the inherent limitations in all control systems, no evaluation of control can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Fund have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty and that breakdowns
can occur because of a simple error or mistake. Additionally, controls can be
circumvented by the individual acts of some persons, collusion of two or more
people, or by management override of the control. The design of any system of
controls also is based partly on certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions.
 
 Notwithstanding
the forgoing limitations, we believe that our internal controls and disclosure
control provide reasonable assurances that the objectives of our control system
are met.
 
 Quarterly
Evaluation of the Fund’s Disclosure Controls and Internal
Controls
 
 (1)  As of the
end of the period prior to the filing of this report, the Manager carried out an
evaluation, under the supervision and with the participation of the Manager’s
management, including it’s President and CFO, of the effectiveness of the design
and operation of the Fund’s disclosure controls and procedures pursuant to Rule
13a-14 under the Securities Exchange Act of 1934 (the “Exchange Act”). Based
upon that evaluation, the President and CFO concluded that the Fund’s disclosure
controls and procedures are effective in timely alerting them to material
information relating to the Fund’s required to be included in the Fund’s
exchange act filings.
 
 (2)  There
have been no significant changes in the Fund’s internal controls or in other
factors which could significantly affect internal controls subsequent to the
date the Manager carried out its evaluations.
 
 
  
  
 **PART
II - OTHER INFORMATION**
 
 ITEM
1.  LEGAL
PROCEEDINGS
 
 None.
 
 ITEM
2.  UNREGISTERED
SALE OF EQUITY SECURITIES AND USE OF PROCEEDS
 
 None.
 
 ITEM
3.  DEFAULTS
UPON SENIOR SECURITIES
 
 None.
 
 ITEM
4.  SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 None.
 
 ITEM
5.  OTHER
INFORMATION
 
 None.
 
 ITEM
6.  EXHIBITS
AND REPORTS ON FORM 8-K
 
 (a)  Exhibits
 
 31.1
    Certificate
      of President of the Manager pursuant to Section 302 of Sarbanes - Oxley
      Act.
 
 31.2
    Certificate
      of Chief Financial Officer of the Manager pursuant to Section 302 of
      Sarbanes - Oxley Act.
 
 32.1
    Certificate
      of President of the Manager pursuant to Section 906 of Sarbanes - Oxley
      Act.
 
 32.2
    Certificate
      of Chief Financial Officer of the Manager pursuant to Section 906 of
      Sarbanes - Oxley Act.
 
 (b)  Reports
on Form 8-K
 
 Report
8-K dated August 10, 2005 announcing that the Fund has
entered into a definitive agreement to sell the its railcar assets to the CIT
Group Inc.
 
 Report
8-K dated August 18, 2005, announcing the completion of the sale of the Fund's
railcar assets to the CIT Group Inc.
 
 Report
8-K dated October 31, 2005, announcing a cash distribution to the
members.
 
 
 
 
 
 
 
 
  
 
 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
PROFESSIONAL LEASE MANAGEMENT INCOME FUND I
 
 By:  PLM
Financial Services, Inc.
 Manager
 
 
 
 Date:  November
11, 2005  By:  /s/
Richard K Brock
 Richard K
Brock
 Chief
Financial Officer