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 JUNE 30, 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


<PAGE>



               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                                 BALANCE SHEETS
                 (in thousands of dollars, except unit amounts)

<TABLE>
<CAPTION>

                                                                                June 30,          December 31,
                                                                                  1999                1998
                                                                             ------------------------------------
  ASSETS

  <S>                                                                         <C>                 <C>
  Equipment held for operating lease, at cost                                 $   132,395         $  122,626
  Less accumulated depreciation                                                   (51,704)           (44,350)
                                                                             ------------------------------------
      Net equipment                                                                80,691             78,276

  Cash and cash equivalents                                                         2,027              3,720
  Restricted cash                                                                     409                 --
  Accounts receivable, less allowance for doubtful accounts
        of $70 in 1999 and $43 in 1998                                              2,977              1,876
  Investment in unconsolidated special-purpose entities                             9,622             15,224
  Deferred charges, less accumulated amortization
        of $43 in 1999 and $344 in 1998                                               134                275
  Prepaid expenses and other assets                                                   151                264
  ---------------------------------------------------------------------------------------------------------------

        Total assets                                                          $    96,011         $   99,635
                                                                             ====================================

  LIABILITIES AND MEMBERS' EQUITY

  Liabilities:
  Accounts payable and accrued expenses                                       $       453         $      465
  Due to affiliates                                                                   639                400
  Lessee deposits and reserves for repairs                                          3,446              3,040
  Note payable                                                                     25,000             25,000
                                                                             ------------------------------------
      Total liabilities                                                            29,538             28,905
                                                                             ------------------------------------

  Minority interest                                                                 5,250              5,705

  Members' equity:
  Class A members (4,975,671 units as of June 30, 1999
        and 4,999,581 units as of December 31, 1998)                               61,223             64,893
  Class B member                                                                       --                132
                                                                             ------------------------------------
      Total members' equity                                                        61,223             65,025
                                                                             ------------------------------------

         Total liabilities and members' equity                                $    96,011         $   99,635
                                                                             ====================================
</TABLE>













                 See accompanying notes to financial statements.


<PAGE>



               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                            STATEMENTS OF OPERATIONS
         (in thousands of dollars, except weighted-average unit amounts)
<TABLE>
<CAPTION>


                                                          For the Three Months               For the Six Months
                                                             Ended June 30,                    Ended June 30,
                                                          1999           1998               1999            1998
                                                       -------------------------------------------------------------
  REVENUES

  <S>                                                  <C>            <C>                <C>            <C>
  Lease revenue                                        $   6,595      $   6,018          $  13,249      $   11,291
  Interest and other income                                   36             92                120             289
  Net gain on disposition of equipment                        27          2,713                 11           2,741
                                                       -------------------------------------------------------------
      Total revenues                                       6,658          8,823             13,380          14,321
                                                       -------------------------------------------------------------

  Expenses

  Depreciation and amortization                            3,907          4,152              7,440           7,805
  Repairs and maintenance                                    580            508              1,253             773
  Equipment operating expenses                               640            408              1,580             658
  Interest expense                                           463            458                916             916
  Insurance expense to affiliate                              --             22                 --              19
  Other insurance expense                                     69             37                167              87
  Management fees to affiliate                               346            326                706             612
  General and administrative expenses
        to affiliates                                        234            243                491             448
  Other general and administrative expenses                  180            304                336             465
  Minority interest                                          202             64                398             157
                                                       -------------------------------------------------------------
      Total expenses                                       6,621          6,522             13,287          11,940
                                                       -------------------------------------------------------------

  Equity in net income of unconsolidated
        special-purpose entities                            (305)         2,915              2,441           5,229
                                                       -------------------------------------------------------------

  Net income (loss) before cumulative effect of
        accounting change                                   (268)         5,216              2,534           7,610

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

        Net income (loss)                              $    (268)     $   5,216          $   2,402      $    7,610
                                                       =============================================================

  Members' share of net income (loss)

  Class A members                                      $    (708)     $   4,764          $   1,653      $    6,780
  Class B member                                             440            452                749             830
                                                       -------------------------------------------------------------

         Total                                         $    (268)     $   5,216          $   2,402      $    7,610
                                                       =============================================================

  Net income (loss) per weighted-average
       Class A unit                                    $   (0.14)     $    0.95          $    0.33      $     1.36
                                                       =============================================================

  Cash distributions                                   $   2,933      $   2,941          $   5,873      $    5,882
                                                       =============================================================
  Cash distributions per weighted-average
        Class A units                                  $    0.50      $    0.50          $    1.00      $     1.00
                                                       =============================================================

</TABLE>


                 See accompanying notes to financial statements.

<PAGE>



               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 June 30, 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                                                    1,653                 749                2,402

  Repurchase of Class A units                                    (331)                 --                 (331)

  Cash distribution                                            (4,992)               (881)              (5,873)
                                                       ---------------------------------------------------------

    Members' equity as of June 30, 1999                $       61,223       $          --       $       61,223
                                                       =========================================================



</TABLE>




























                 See accompanying notes to financial statements.


<PAGE>





               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 Six Months
                                                                                Ended June 30,
                                                                          1999                 1998
                                                                    ---------------------------------------
     OPERATING ACTIVITIES

     <S>                                                            <C>                  <C>
     Net income                                                     $         2,402      $         7,610
     Adjustments to reconcile net income to net cash
           provided by (used in) operating activities:
       Depreciation and amortization                                          7,440                7,805
       Cumulative effect of accounting change                                   132                   --
       Net gain on disposition of equipment                                     (11)              (2,741)
       Equity in net income of unconsolidated
             special-purpose entities                                        (2,441)              (5,229)
       Changes in operating assets and liabilities:
         Restricted cash                                                       (409)                 --
         Accounts receivable, net                                            (1,101)                 415
         Prepaid expenses and other assets                                      113                  (38)
         Accounts payable and accrued expenses                                  (12)                 154
         Due to affiliates                                                      239                   39
         Lessee deposits and reserves for repairs                               406                  487
         Minority interest                                                     (455)                (448)
                                                                    ---------------------------------------
             Net cash provided by operating activities                        6,303                8,054
                                                                    ---------------------------------------

     INVESTING ACTIVITIES

     Payments for purchase of equipment and capitalized
           improvements                                                      (9,949)             (24,963)
     Investment in and equipment purchased and placed
           in unconsolidated special-purpose entities                            --              (13,917)
     Liquidation distributions from unconsolidated
           special-purpose entities                                           7,095               10,990
     Proceeds from disposition of equipment                                     114                5,481
     Distributions from unconsolidated special-purpose
           entities                                                             948                5,185
                                                                    ---------------------------------------
         Net cash used in investing activities                               (1,792)             (17,224)
                                                                    ---------------------------------------

     FINANCING ACTIVITIES

     Payment due to affiliates                                                   --               (1,793)
     Cash distributions to Class A members                                   (4,992)              (5,000)
     Cash distributions to Class B Member                                      (881)                (882)
     Repurchase of Class A units                                               (331)                  --
                                                                    ---------------------------------------
           Net cash used in financing activities                             (6,204)              (7,675)
                                                                    ---------------------------------------

     Net decrease in cash and cash equivalents                               (1,693)             (16,845)
     Cash and cash equivalents at beginning of period                         3,720               19,179
                                                                    ---------------------------------------
     Cash and cash equivalents at end of period                     $         2,027      $         2,334
                                                                    =======================================

     SUPPLEMENTAL INFORMATION
     Interest paid                                                  $           916      $           916
                                                                    =======================================

</TABLE>

                See accompanying notes to financial statements.

<PAGE>


               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 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 June 30, 1999 and December 31, 1998,
     the  statements of  operations  for the three and six months ended June 30,
     1999 and 1998, the statements of changes in members'  equity for the period
     from December 31, 1997 to June 30, 1999,  and the  statements of cash flows
     for the six months ended June 30, 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 June 30, 1999, the
     Fund had repurchased 23,910 Class A units for $0.3 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
     six months ended June 30, 1999 and 1998,  cash  distributions  totaled $5.9
     million.  For  the  three  months  ended  June  30,  1999  and  1998,  cash
     distributions  totaled  $2.9  million.  Cash  distributions  to the Class A
     unitholders  of $3.3  million and $0 million for the six months  ended June
     30, 1999 and 1998, respectively, were deemed to be a return of capital.

     Cash distributions  related to the results from the second quarter of 1999,
     of $2.9 million, were paid during the third quarter of 1999.

5.   TRANSACTIONS WITH MANAGER AND AFFILIATES

     The balance due to affiliates as of June 30, 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.


<PAGE>


               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999

5.   TRANSACTIONS WITH MANAGER AND AFFILIATES (CONTINUED)

     The Fund's proportional share of USPE-affiliated management fees of $28,000
     was payable as of June 30, 1999 and December 31, 1998.

     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):
<TABLE>
<CAPTION>

                                                       For the Three Months               For the Six Months
                                                          Ended June 30,                    Ended June 30,
                                                          1999           1998            1999            1998
                                                     -------------------------------------------------------------

      <S>                                            <C>            <C>               <C>             <C>
      Management fees                                $      62      $      64         $      72       $     122
      Data processing and administrative
         expenses                                           13             19                21              42
      Insurance expense                                     --             (1)               --              (3)
</TABLE>


     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):

                                               June 30,             December 31,
                                                 1999                   1998
                                            ------------------------------------

  Marine vessels                            $   46,957             $    46,957
  Aircraft                                      20,605                  20,605
  Mobile offshore drilling unit                 20,356                  20,356
  Railcars                                      19,773                  19,920
  Trailers                                      14,762                  14,788
  Marine containers                              9,942                      --
                                            ------------------------------------
                                               132,395                 122,626
  Less accumulated depreciation                (51,704)                (44,350)
                                            ------------------------------------
        Net equipment                       $   80,691             $    78,276
                                            ====================================

     As of June 30, 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 a marine  vessel and 19  railcars  with a carrying
     value of $6.2 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 six months  ended  June 30,  1999,  the Fund  purchased  marine
     containers at a cost of $9.9 million.

     During  the six months  ended June 30,  1998,  the Fund  purchased  39 rail
     equipment,  two  marine  vessels (a  deposit  of $0.9  million  was paid in
     December  1997 for the purchase of one of these marine  vessels) and a hush
     kit for an aircraft for a total of $25.9 million.



<PAGE>


               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999

6.   EQUIPMENT (CONTINUED)

     During  the six months  ended June 30,  1999,  the Fund sold  railcars  and
     trailers with an aggregate net book value of $0.1 million,  for proceeds of
     $0.1 million.

     During  the six  months  ended June 30,  1998,  the Fund sold an  aircraft,
     trailers  and a  railcar  with a net  book  value of $2.8  million,  net of
     outstanding receivables, for proceeds of $5.5 million.

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>

                                                                               June 30,              December 31,
                                                                                 1999                    1998
                                                                          ---------------------------------------------

     <S>                                                                   <C>                    <C>
     50% interest in a trust owning an MD-82 stage III commercial
               aircraft                                                    $      5,613           $      6,441
     50% interest in a trust owning an MD-82 stage III commercial
               aircraft                                                           2,612                  3,342
     50% interest in a trust owning a cargo marine vessel                         1,210                  1,265
     25% interest in a trust that owned four 737-200A stage II
               commercial aircraft                                                  106                    137
     25% interest in a trust that owned four 737-200A stage II
               commercial aircraft                                                   81                    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                                                   $      9,622           $     15,224
                                                                          =============================================
</TABLE>


     During the six months ended June 30, 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.)



<PAGE>


               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999

8.   OPERATING SEGMENTS

     The Fund  operates  in five  different  segments:  marine  vessel  leasing,
     aircraft  leasing,  railcar leasing,  trailer leasing,  and mobile offshore
     drilling unit (MODU)  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      MODU       All
    For the quarter ended June 30, 1999   Leasing    Leasing    Leasing   Leasing    Leasing     Other<F1>1  Total
    -----------------------------------   -------    -------    -------   -------    -------     ------      -----

    REVENUES
      <S>                                  <C>       <C>        <C>       <C>        <C>       <C>        <C>
      Lease revenue                        $ 2,175   $  1,014   $    923  $    927   $  1,183  $    373   $  6,595
      Interest income and other                  1          2         --        --         --        33         36
      Net gain on disposition
        of equipment                            --         --         22         5         --        --         27
                                          -------------------------------------------------------------------------
        Total revenues                       2,176      1,016        945       932      1,183       406      6,658

    Costs and expenses
      Operations support                       861          7        185       208         16        12      1,289
      Depreciation and amortization          1,503        643        435       362        583       381      3,907
      Interest expense                          --         --         --        --         --       463        463
      Management fees to affiliate             109         51         61        48         59        18        346
      General and administrative expenses       13          6         18       214         13       150        414
      Minority interest                         --         --         --        --        202        --        202
                                          -------------------------------------------------------------------------
        Total costs and expenses             2,486        707        699       832        873     1,024      6,621
                                          -------------------------------------------------------------------------
    Equity in net income (loss) of USPEs        12       (317)        --        --         --        --       (305)
                                          -------------------------------------------------------------------------
        Net income (loss)                  $  (298)  $     (8)  $    246  $    100   $    310  $   (618)  $   (268)
                                          =========================================================================

    Total assets as of June 30, 1999       $ 34,896  $ 14,902   $ 12,176  $  8,316   $ 12,823  $ 12,898   $ 96,011
                                          =========================================================================

                                           Marine
                                           Vessel   Aircraft    Railcar   Trailer      MODU        All
    For the quarter ended June 30, 1998   Leasing    Leasing    Leasing   Leasing    Leasing      Other<F1>1  Total
    -----------------------------------   -------    -------    -------   -------    -------      ------      -----

    Revenues
      Lease revenue                        $ 1,810   $  1,245   $  1,031  $    920   $  1,012  $     --   $  6,018
      Interest income and other                 13          3         --        --         --        76         92
      Net gain on disposition
        of equipment                            --      2,710         --         3         --        --      2,713
                                          -------------------------------------------------------------------------
        Total revenues                       1,823      3,958      1,031       923      1,012        76      8,823

    Costs and expenses
      Operations support                       597         10        146       154         57        11        975
      Depreciation and amortization          1,225      1,233        506       434        728        26      4,152
      Interest expense                          --         --         --        --         --       458        458
      Management fees to affiliate              63         56         64        92         51        --        326
      General and administrative expenses       52         31         40       231         13       180        547
      Minority interest                         --         --         --        --         64        --         64
                                          -------------------------------------------------------------------------
        Total costs and expenses             1,937      1,330        756       911        913       675      6,522
                                          -------------------------------------------------------------------------
    Equity in net income (loss) of USPEs       (91)     3,006         --        --         --        --      2,915
                                          -------------------------------------------------------------------------
        Net income (loss)                  $  (205)  $  5,634   $    275  $     12   $     99  $   (599)  $  5,216
                                          =========================================================================

    Total assets as of June 30, 1998       $ 39,706  $ 25,917   $ 14,126  $ 10,038   $ 15,387  $  3,517   $108,691
                                          ==========================================================================
<FN>
<F1>
     -------------------------------------

     1   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.  Also
         includes  the  aggregate  net income  from an  investment  in an entity
         owning a mobile offshore drilling unit.

</FN>
</TABLE>


<PAGE>


               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1999

8.       OPERATING SEGMENTS (CONTINUED)
<TABLE>
<CAPTION>

                                           Marine
                                           Vessel   Aircraft    Railcar   Trailer      MODU       All
For the six months ending June 30, 1999    Leasing  Leasing     Leasing   Leasing    Leasing     Other<F1>1  Total
--------------------------------------     ------   --------    -------   -------    -------     ----------  -----

    REVENUES
      <S>                                  <C>       <C>        <C>       <C>        <C>       <C>        <C>
      Lease revenue                        $ 4,805   $  2,028   $  1,905  $  1,774   $  2,364  $    373   $ 13,249
      Interest income and other                  1          5         --        --         --       114        120
      Net gain on disposition
        of equipment                            --         --          6         5         --        --         11
                                          -------------------------------------------------------------------------
        Total revenues                       4,806      2,033      1,911     1,779      2,364       487     13,380

    COSTS AND EXPENSES
      Operations support                     2,191         13        331       401         40        24      3,000
      Depreciation and amortization          3,006      1,286        873       724      1,166       385      7,440
      Interest expense                          --         --         --        --         --       916        916
      Management fees to affiliate             240        101        126       102        118        19        706
      General and administrative expenses       27         14         25       389         31       341        827
      Minority interest                         --         --         --        --        398        --        398
                                          -------------------------------------------------------------------------
        Total costs and expenses             5,464      1,414      1,355     1,616      1,753     1,685     13,287
                                          -------------------------------------------------------------------------
    Equity in net income (loss) of USPEs       (44)     2,485         --        --         --        --      2,441
                                          -------------------------------------------------------------------------
    Net income (loss) before cumulative
    effect
        of accounting change                  (702)     3,104        556       163        611    (1,198)     2,534
    Cumulative effect of accounting             --         --         --        --         --      (132)      (132)
    change
                                          -------------------------------------------------------------------------
        Net income (loss)                  $  (702)  $  3,104   $    556  $    163   $    611  $ (1,330)  $  2,402
                                          =========================================================================

    Total assets as of June 30, 1999       $ 34,896  $ 14,902   $ 12,176  $  8,316   $ 12,823  $ 12,898   $ 96,011
                                          =========================================================================

                                           Marine
                                           Vessel    Aircraft    Railcar   Trailer      MODU      All
For the six months ended  June 30, 1998    Leasing    Leasing    Leasing   Leasing    Leasing    Other<F1>1  Total
---------------------------------------    -------   --------    -------   -------   --------    ---------   -----
    REVENUES
      Lease revenue                        $ 3,079   $  2,510   $  1,985  $  1,726   $  1,991  $     --   $  11,291
      Interest income and other                 13          7         --        --         --       269         289
      Net gain on disposition
        of equipment                            --      2,710         22         9         --        --       2,741
                                          --------------------------------------------------------------------------
        Total revenues                       3,092      5,227      2,007     1,735      1,991       269      14,321

    COSTS AND EXPENSES
      Operations support                       908         23        229       285         69        23       1,537
      Depreciation and amortization          1,986      2,488      1,010       869      1,399        53       7,805
      Interest expense                          --         --         --        --         --       916         916
      Management fees to affiliate             155        111        131       115        100        --         612
      General and administrative expenses       79         40         27       426         24       317         913
      Minority interest                         --         --         --        --        157        --         157
                                          --------------------------------------------------------------------------
        Total costs and expenses             3,128      2,662      1,397     1,695      1,749     1,309      11,940
                                          --------------------------------------------------------------------------
    Equity in net income (loss) of USPEs      (217)     5,446         --        --         --        --       5,229
                                          --------------------------------------------------------------------------
        Net income (loss)                  $  (253 ) $  8,011   $    610  $     40   $    242  $ (1,040 ) $   7,610
                                          ==========================================================================

    Total assets as of June 30, 1998       $ 39,706  $ 25,917   $ 14,126  $ 10,038   $ 15,387  $  3,517   $ 108,691
                                          ==========================================================================
<FN>
<F1>
     -------------------------------------

     1   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.  Also
         includes  the  aggregate  net income  from an  investment  in an entity
         owning a mobile offshore drilling unit.

</FN>
</TABLE>


<PAGE>


               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 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, TEC Acquisub,
     Inc., an indirect wholly-owned  subsidiary of PLM International,  Inc., had
     borrowings  of $10.4  million  under the  short-term  joint,  $24.5 million
     credit  facility as of June 30, 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 and six months
     ended June 30, 1999 were 4,989,303 units and 4,982,528 units, respectively.
     The weighted-average  number of Class A units deemed outstanding during the
     three and six months ended June 30, 1998 was 4,999,581 units.

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.  This
     charge had the effect of reducing net income per  weighted-average  Class A
     unit by $0.03 for the six months ended June 30, 1999.

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 and six months
     ending June 30, 1999 and 1998.

     As a result of the  consolidation,  total assets,  total  liabilities,  and
     minority  interests  changed as of June 30, 1999 and  December  31, 1998 as
     follows:
<TABLE>
<CAPTION>

                                      June 30, 1999                      December 31, 1998
                               As reported         Amended          As reported         Amended
                          ----------------------------------   ---------------------------------
     <S>                          <C>               <C>                <C>              <C>
     Total assets                 $90,718           $96,011            $93,466          $99,635
     Total liabilities             29,495            29,538             28,441           28,905
     Minority interests                --             5,250                 --            5,705
</TABLE>



<PAGE>


               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 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 and six
     months ended June 30, 1999 and 1998 as follows:
<TABLE>
<CAPTION>


                                 For the three months ended June 30,             For the six months ended June 30,
                                     1999                      1998                   1999                 1998
                         As reported    Amended    As reported   Amended   As reported  Amended   As reported Amended
                          --------------------------------------------------------------------------------------------
          <S>                <C>        <C>          <C>       <C>        <C>        <C>        <C>         <C>
          Total revenues     $ 5,475    $  6,658     $ 7,811   $  8,823   $  11,016  $  13,380  $  12,330   $  14,321
          Total expenses       5,748       6,621       5,609      6,522      11,534     13,287     10,191      11,940
          Equity in net
          income of USPEs          5        (305)      3,014      2,915       3,052      2,441      5,471       5,229
          Net income         $  (268)    $  (268)    $ 5,216   $  5,216   $   2,402  $   2,402   $  7,610    $  7,610
</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 and six
     months ended June 30, 1999 and 1998.










                     (This space intentionally left blank.)







<PAGE>


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 JUNE 30, 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 June 30,
                                            1999             1998
                                         ----------------------------

  Marine vessels                        $  1,314            1,215
  MODU                                     1,166              955
  Aircraft                                 1,007            1,235
  Railcars                                   738              885
  Trailers                                   719              765
  Marine containers                          373               --

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $2.2
million and $0.9 million, respectively, for the second quarter of 1999, compared
to $1.8 million and $0.6 million, respectively, during the same quarter of 1998.
Due to the  purchase  of a marine  vessel in the second  quarter of 1998,  lease
revenue increased $0.6 million and direct expenses increased $0.7 million in the
second  quarter of 1999 compared to the same period in 1998.  This marine vessel
was off  lease  for 38 days in the  second  quarter  of 1999.  Due to one of the
Fund's  marine  vessel being  dry-docked  for  approximately  three weeks in the
second quarter of 1999, lease revenue decreased $0.1 million and direct expenses
decreased $0.4 million.  During this period,  the marine vessel did not earn any
revenues  or incur  any  expenses.  In  addition,  lease  revenue  decreased  an
additional  $0.1  million in the second  quarter  of 1999  compared  to the same
period in 1998 due to lower re-lease rates for this marine vessel.

Mobile  offshore  drilling  unit: As of June 30, 1999 and 1998,  the Fund had an
interest in an entity that owns a mobile offshore drilling unit. Mobile offshore
drilling unit revenues and expenses were $1.2 million and $17,000, respectively,
for the second  quarter of 1999,  compared  to $1.0  million  and $0.1  million,
respectively,  during the same quarter of 1998. The increase in mobile  offshore
drilling unit  contribution  is due to an increase in the lease rate during 1999
and  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.

Aircraft:  Aircraft  lease  revenues and direct  expenses  were $1.0 million and
$7,000,  respectively,  for the second quarter of 1999, compared to $1.2 million
and  $10,000,   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 $0.9 million and $0.2
million,  respectively, for the second quarter of 1999, compared to $1.0 million
and $0.1 million,  respectively,  during the same quarter of 1998. Lease revenue
decreased  primarily due to lower  re-lease rates for a group of railcars in the
second  quarter of 1999  compared  to the same period in 1998.  Direct  expenses
increased due to higher running repairs  required on certain railcars during the
second quarter of 1999, that were not needed during the same period in 1998.

Trailers:  Trailer lease revenues and direct expenses were $0.9 million and $0.2
million,  respectively, for the second quarter of 1999, compared to $0.9 million
and $0.1 million, respectively, during the same quarter of 1998. Direct expenses
increased due to repairs  required on certain trailers during the second quarter
of 1999, which were not needed in the same period in 1998.

Marine  containers:  Marine  container  lease revenues were $0.4 million for the
second  quarter of 1999.  Marine  container  contribution  increased  due to the
purchase of marine containers in the second quarter of 1999.

(B)   Interest and Other Income

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

(C)   Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses of $5.3  million  for the quarter  ended June 30, 1999
decreased from $5.5 million for the same period in 1998.  Significant  variances
are explained as follows:

     (1) A $0.2 million decrease in depreciation and amortization  expenses from
1998  levels  resulted  from  a  decrease  of  approximately   $1.0  million  in
depreciation expense 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  $0.8 million in depreciation
expense due to the purchase of equipment during 1999 and 1998.

     (2) A $0.1 million  decrease in general and  administrative  expenses  from
1998 levels due to lower office expenses required by the Fund.

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

(D)  Net Gain on Disposition of Owned Equipment

The net gain on  disposition of equipment for the second quarter of 1999 totaled
$27,000  which  resulted  from the  sale of  railcars  with a net book  value of
$28,000,  for proceeds of $0.1 million. Net gain on disposition of equipment for
the second  quarter of 1998 totaled $2.7 million,  and resulted from the sale of
an aircraft and a trailer with an aggregate net book value of $2.8 million,  net
of outstanding receivables, for proceeds of $5.5 million.

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

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 June 30,
                                               1999             1998
                                           ----------------------------

  Marine vessel                            $     12        $      (91)
  Aircraft                                     (317)            3,006
                                          -------------------------------
     Equity in Net Income of USPEs         $   (305)       $    2,915
                                          ===============================


Aircraft:  As of June 30, 1999, the Fund owned interests in two trusts that each
own a commercial  aircraft.  As of June 30, 1998, the Company owned interests in
two trusts that each own a  commercial  aircraft,  and an interest in two trusts
that own three commercial  aircraft,  two aircraft  engines,  and a portfolio of
aircraft  rotables.  During the second quarter of 1999,  aircraft lease revenues
were $0.5 million which were offset by expenses of $0.8 million. During the same
period in 1998,  aircraft  revenues were $1.1 million and the gain from the sale
of the Fund's  interest in a trust that owned four  commercial  aircraft of $3.6
million was offset by expenses of $1.7 million.  Lease  revenues  decreased $0.7
million  due to the sale of the Fund's  investment  in a trust  containing  four
commercial aircraft,  the sale of the Fund's investment in two trusts that owned
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 $0.1 million in additional lease revenues from the
purchase of a trust owning a MD-82 commercial aircraft during the second quarter
of 1998.  The decrease in expenses was  primarily due to an  approximately  $0.5
million  decrease  in  depreciation  expense  relating to the sale of the Fund's
interest  in  four  trusts  and  an  approximately   $0.4  million  decrease  in
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  offset,  in  part,  by an  approximately  $0.1  million  increase  in
depreciation  expense as a result of the  Fund's  investment  in two  additional
trusts during 1998.

Marine  vessel:  As of June 30,  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 $0.2 million, respectively, for the second quarter of 1999, compared
to $0.3 million and $0.4 million, respectively,  during the same period in 1998.
Lease  revenue  decreased  in the second  quarter of 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)   Net Income (Loss)

As a result  of the  foregoing,  the Fund had net loss of $0.3  million  for the
second  quarter of 1999,  compared to net income of $5.2 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 second quarter of 1999 is not
necessarily  indicative of future  periods.  In the second  quarter of 1999, the
Fund distributed $2.5 million to Class A members, or $0.50 per  weighted-average
Class A unit.

COMPARISON OF THE THE FUND'S OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30,
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 six months ended June 30, 1999, compared to the same period
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 Six Months
                                    Ended June 30,
                                 1999             1998
                              ----------------------------

  Marine vessels                $  2,614            2,172
  MODU                             2,324            1,922
  Aircraft                         2,015            2,487
  Railcars                         1,574            1,755
  Trailers                         1,373            1,441
  Marine containers                  373               --

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $4.8
million and $2.2 million,  respectively, for the six months ended June 30, 1999,
compared to $3.1 million and $0.9 million, respectively,  during the same period
of 1998. Due to the purchase of a marine vessel in the first quarter of 1998 and
another  vessel in the second  quarter of 1998,  lease  revenue  increased  $2.1
million and direct expenses  increased $1.6 million in the six months ended June
30, 1999  compared to the same period in 1998.  This marine vessel was off lease
for 38 days in the  second  quarter  of 1999.  Due to one of the  Fund's  marine
vessel being  dry-docked for  approximately  three weeks in the six months ended
June 30,  1999,  lease  revenue  decreased  $0.1  million  and  direct  expenses
decreased $0.4 million.  During this period,  the marine vessel did not earn any
revenues  or incur  any  expenses.  In  addition,  lease  revenue  decreased  an
additional  $0.3 million in the six months  ended June 30, 1999  compared to the
same period in 1998 due to lower re-lease rates for this marine vessel.

Mobile  offshore  drilling  unit: As of June 30, 1999 and 1998,  the Fund had an
interest in an entity that owns a mobile offshore drilling unit. Mobile offshore
drilling unit revenues and expenses were $2.4 million and $40,000, respectively,
for the six months  ended  June 30,  1999,  compared  to $2.0  million  and $0.1
million,  respectively,  during the same period of 1998.  The increase in mobile
offshore  drilling  unit  contribution  is due to an  increase in the lease rate
during  1999  and  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.

Aircraft:  Aircraft  lease  revenues and direct  expenses  were $2.0 million and
$13,000,  respectively, for the six months ended June 30, 1999, compared to $2.5
million and  $23,000,  respectively,  during the same  period 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 $1.9 million and $0.3
million,  respectively, for the six months ended June 30, 1999, compared to $2.0
million and $0.2 million,  respectively,  during the same period of 1998.  Lease
revenue  decreased  $70,000 due to several  railcars being  off-lease in the six
months ended June 30, 1999 compared to the entire  railcar fleet being  on-lease
in the same  period  in 1998.  In  addition,  lease  revenue  decreased  $30,000
resulting  from the sale or  disposition  of railcars in 1998 and the six months
ended June 30, 1999.  This decrease in lease  revenue was offset,  in part, by a
$40,000  increase in lease  revenue due to the purchase of railcars in the first
quarter  of 1998.  Direct  expenses  increased  due to  higher  running  repairs
required on certain  railcars  during the six months ended June 30,  1999,  that
were not needed during the same period in 1998.

Trailers:  Trailer lease revenues and direct expenses were $1.8 million and $0.4
million,  respectively, for the six months ended June 30, 1999, compared to $1.7
million and $0.3 million,  respectively,  during the same period of 1998.  Lease
revenues increased due to higher utilization earned on trailers operating in the
short-term  rental  facilities in the six months ended June 30, 1999 compared to
the same period in 1998.  Direct expenses  increased due to repairs  required on
certain  trailers  during the six months  ended  June 30,  1999,  which were not
needed in the same period in 1998.

Marine containers: Marine container lease revenues were $0.4 million for the six
months ended June 30, 1999. Marine container  contribution  increased due to the
purchase of marine containers in the second quarter of 1999.

(B)   Interest and Other Income

Interest  and other  income  decreased  $0.2  million due to lower  average cash
balances in the six months ended June 30,  1999,  compared to the same period in
1998.

(C)   Indirect Expenses Related to Owned Equipment Operations

Total indirect  expenses of $10.3 million for the six months ended June 30, 1999
decreased from $10.4 million for the same period in 1998.  Significant variances
are explained as follows:

     (1) A $0.4 million decrease in depreciation and amortization  expenses from
1998 levels  resulted from a decrease of  approximately  $0.3 million due to the
sale of certain assets during 1999 and 1998 and a decrease of approximately $1.8
million 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 $1.7 million in depreciation expense from
the purchase of equipment during 1999 and 1998.

     (2) A $0.1 million  decrease in general and  administrative  expenses  from
1998 levels due to lower office expenses required by the Fund.

     (3) 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.

     (4) A $0.2  million  increase  in minority  interest  due to an increase in
revenue of $0.1 million and a decrease in direct and  indirect  expenses of $0.1
million during 1999 when compared to 1998.

(D)  Net Gain on Disposition of Owned Equipment

The net gain on  disposition of equipment for the six months ended June 30, 1999
totaled  $11,000  which  resulted from the sale of railcars and trailers with an
aggregate net book value of $0.1 million, for proceeds of $0.1 million. Net gain
on  disposition of equipment for the six months ended June 30, 1998 totaled $2.7
million,  and resulted from the sale of an aircraft, a railcar and trailers with
an aggregate net book value of $2.8 million, net of outstanding receivables, for
proceeds of $5.5 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 Six Months
                                               Ended June 30,
                                           1999             1998
                                           ----------------------------

  Aircraft                                $  2,485        $   5,446

  Marine vessel                                (44)            (217)
                                          -----------------------------
         Equity in Net Income of USPEs    $  2,441        $   5,229
                                          =============================

Aircraft:  As of June 30, 1999, the Fund owned interests in two trusts that each
own a commercial  aircraft.  As of June 30, 1998, the Company owned interests in
two trusts that each own a  commercial  aircraft,  and an interest in two trusts
that own three commercial  aircraft,  two aircraft  engines,  and a portfolio of
aircraft  rotables.  During the six months ended June 30, 1999,  aircraft  lease
revenues were $1.1 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 $1.9
million. During the six months ended June 30, 1998, aircraft lease revenues were
$2.5 million and the gain from the sale of the Company's  interest in two trusts
that owned  commercial  aircraft of $6.3  million was offset by expenses of $3.3
million.  Lease  revenues  decreased  $1.7 million 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 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
$0.3 million in  additional  lease  revenue from the purchase of two  additional
trusts each containing a MD-82 commercial  aircraft during 1998. The decrease in
expenses of $1.4  million was  primarily  due to an  approximately  $1.0 million
decrease in depreciation  expense relating to the sale of the Fund's interest in
four trusts and an approximately $0.9 million decrease as a result of the double
declining-balance  method of depreciation which results in greater  depreciation
in the first years an asset is owned offset,  in part, by an approximately  $0.5
million  increase due to the Fund's  investment in two additional  trusts during
1998.

Marine  vessel:  As of June 30,  1999 and 1998,  the Fund had an  interest in an
entity that owns a marine vessel.  Marine vessel revenues and expenses were $0.4
million and $0.5 million,  respectively, for the six months ended June 30, 1999,
compared to $0.6 million and $0.8 million, respectively,  during the same period
in 1998. Lease revenue  decreased in the six months ended June 30, 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 six months ended June 30, 1999,  at which time it took a $0.1 million
charge,  related to  start-up  costs of the Fund.  This charge had the effect of
reducing  net  income  per  weighted-average  Class A unit by $0.03  for the six
months ended June 30, 1999.

(G)   Net Income

As a result of the  foregoing,  the Fund had net income of $2.4  million for the
six months  ended June 30, 1999,  compared to net income of $7.6 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 six months ended June
30, 1999 is not  necessarily  indicative  of future  periods.  In the six months
ended June 30, 1999, the Fund  distributed  $5.0 million to Class A members,  or
$1.00 per weighted-average Class A unit.

(II)  FINANCIAL CONDITION -- CAPITAL RESOURCES AND LIQUIDITY

For the six months ended June 30, 1999,  the Fund  generated  operating  cash of
$7.3 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 six months  ended June 30,  1999 of
approximately $5.9 million) to the partners.

During the six months ended June 30, 1999, the Fund purchased marine  containers
at a cost of $9.9 million.

During the six months ended June 30, 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.

Lessee  deposits and reserve for repairs  increased  $0.4 million during the six
months  ended June 30, 1999  compared to December 31, 1998 due to an increase of
$0.4 million in security deposits and an increase of $0.5 million in reserve for
repairs,  offset,  in part,  by a decrease  of $0.5  million  in  prepaid  lease
revenue.

The Manager has entered into a short-term  joint $24.5 million credit  facility.
As of August 2, 1999, TEC Acquisub, Inc., an indirect wholly-owned subsidiary of
PLM  International,  Inc.,  had borrowings of $17.3 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 those of 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 possibility
commonly  known  as the  "Year  2000"  or  "Y2K"  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  business  systems in order to  determine
whether such systems will retain  functionality  after  December 31, 1999. As of
June 30, 1999, the Manager has completed Inventory, Assessment,  Remediation and
Testing Stages of its Year 2000 review of its core business information systems.
Specifically,  the Manager (a) has integrated  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 been made  Year  2000  compliant.  In
addition,  numerous  other  software  systems  provided  by vendors  and service
providers  have been replaced with systems  represented by the vendor or service
provider  to be  Year  2000  functional.  These  systems  will be  fully  tested
September by 30, 1999 and are expected to be compliant.

As of June 30, 1999, the costs incurred and allocated to the Fund to become Year
2000  compliant  have not been material and the Manager does not  anticipate any
additional Year 2000-compliant expenditures.

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 readiness of
such parties and the extent to which the Fund is vulnerable  to any  third-party
Year 2000 issues.  As part of this process,  vendors and service  providers were
ranked in terms of the relative  importance of the service or product  provided.
All service providers and vendors who were identified as medium to high relative
importance were surveyed to determine Year 2000 status. The Manager has received
satisfactory  responses to Year 2000 readiness  inquiries from surveyed  service
providers and vendors.

It is possible that certain of the Fund's  equipment  lease portfolio may not be
Year 2000 compliant.  The Manager has contacted  equipment  manufacturers of the
portion of the Fund's leased equipment portfolio identified as date sensitive to
assure Year 2000 compliance or to develop remediation strategies.  The Fund does
not expect that non-Year 2000 compliance of its leased equipment  portfolio will
have an adverse  material  impact on its financial  statements.  The Manager has
surveyed  the majority of its lessees and the  majority of those  surveyed  have
responded satisfactorily to Year 2000 readiness inquiries.

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 has made and will  continue an ongoing
effort to recognize and evaluate potential exposure relating to third-party Year
2000 noncompliance. The Manager will implement a contingency plan if the Manager
determines that third-party  noncompliance  would 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  or  vendors  or  service  providers  due to Year  2000
problems. For the purpose of such contingency planning,  reasonably likely worst
case scenarios  primarily  anticipate a) an inability to access systems and data
on a temporary  basis  resulting in possible  delay in  reconciliation  of funds
received or payment of monies owed,  or b) an inability to  continuously  employ
equipment  assets  due to  temporary  Year  2000  related  failure  of  external
infrastructure  necessary to the ongoing operation of the equipment. The Manager
is  evaluating  whether  there are  additional  scenarios,  which  have not been
identified.  Contingency  planning will encompass strategies up to and including
manual processes.  The Manager anticipates that these plans will be completed by
September 30, 1999.

(IV)  ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial  Accounting  Standards  Board (FASB) issued SFAS No.
133,  "Accounting  for Derivative  Instruments  and Hedging  Activities,"  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.

FASB Statement No. 137,  "Accounting for Derivatives,  Instruments,  and Hedging
Activities  - Deferral  of the  Effective  Date of FASB  Statement  No.  133, an
amendment of FASB Statement No. 133," issued in June 1999,  defers the effective
date of Statement No. 133.  Statement No. 133, as amended,  is now effective for
all fiscal  quarters of all fiscal years  beginning  after June 15, 2000.  As of
June 30, 1999, the Manager is reviewing the effect SFAS No. 133 will have on the
Fund's 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.

Other factors affecting the Fund's contribution in 1999 and beyond include:

1.  Depressed  economic  conditions in Asia have led to declining  freight rates
through  the  early  part of 1999 for  bulk  carrier  vessels.  The  market  has
stabilized  and is expected to improve over the next 2-3 years in the absence of
new additional orders. The demand for anchor handling supply vessels is cyclical
and is expected to recover in the near  future.  With the increase in the demand
for oil,  such  recovery  may be as soon as the next  twelve  months.  Container
feeder  vessel  rates have  declined  gradually  since 1997,  but the  depressed
economic  conditions in Asia accelerated the decline. In the early part of 1999,
the market  stabilized and if trade grows at the current rate, supply and demand
should return to normal within the next two years. Rates and utilization dropped
for oil tanker  vessels due to the economic  crisis in Asia.  The demand in 1999
has shown some signs of recovery,  however,  rate recovery may take two to three
years.

2. The demand for covered hopper cars has softened in the market since 1998, and
is  expected  to  continue  throughout  1999.  The demand for the other types of
railcars has continued to be high, however a softening in the market is expected
in the  second  half of 1999,  which  may lead to lower  utilization  and  lower
contribution to the Fund.

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 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,  repurchase of Class A
units, 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.



<PAGE>


ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Fund's  primary market risk exposure is that of currency  devaluation  risk.
During  the six months  ended  June 30,  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 is intentionally left blank.)


<PAGE>



                          PART II -- OTHER INFORMATION



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

              None.

         (b)  Reports on Form 8-K

              None.







<PAGE>



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


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




Date: January 11, 2000
                                       By:  /s/ Richard K Brock
                                            ----------------------
                                            Richard K Brock
                                            Vice President
                                            and Corporate Controller