**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 June 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)
 
 June
      30,
    
    December
      31,2005
    
    2004(unaudited)**Assets**Equipment
      held for operating leases, at cost
    
    $
    89,668
    
    $
    91,773Less
      accumulated depreciation
    
    
    (56,525
    )
    
    (55,143
    )Net
      equipment
    
    
    33,143
    
    
    36,630Cash
      and cash equivalents
    
    
    10,348
    
    
    15,646Accounts
      and other receivables, less of allowance for doubtfulaccounts
      of $345 in 2005 and $73 in 2004
    
    
    3,019
    
    
    3,575Equity
      investments in affiliated entities
    
    
    572
    
    
    904Other
      assets, net of accumulated amortization of$141
      in 2004
    
    
    1,135
    
    
    1,175Total
      assets
    
    $
    48,217
    
    $
    57,930**Liabilities
      and members’ equity**Liabilities:Accounts
      payable and accrued expenses
    
    $
    273
    
    $
    445Due
      to affiliates
    
    
    214
    
    
    284Reserves
      for repairs
    
    
    1,864
    
    
    1,756Lessee
      deposits and prepaid revenues
    
    
    604
    
    
    952Note
      payable
    
    
    --
    
    
    10,000Total
      liabilities
    
    
    2,955
    
    
    13,437Commitments
      and contingenciesMembers'
      equity:Class
      A members (4,971,311 units outstanding)
    
    
    45,262
    
    
    44,493Class
      B member
    
    
    --
    
    
    --Total
      members' equity
    
    
    45,262
    
    
    44,493Total
      liabilities and members' equity
    
    $
    48,217
    
    $
    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 Six MonthsEnded
      June 30,
    
    Ended
      June 30,2005
    
    2004
    
    2005
    
    2004**Revenues**Lease
      revenue
    
    $
    5,180
    
    $
    5,256
    
    $
    10,353
    
    $
    10,624Interest
      and other income
    
    
    71
    
    
    29
    
    
    110
    
    
    64Gain
      on disposition of equipment
    
    
    93
    
    
    2,012
    
    
    279
    
    
    2,235Loss
      on disposition of equipment
    
    
    --
    
    
    (3
    )
    
    --
    
    
    (3
    )Total
      revenues
    
    
    5,344
    
    
    7,294
    
    
    10,742
    
    
    12,920**Expenses**Depreciation
    
    
    1,398
    
    
    1,733
    
    
    2,848
    
    
    3,524Operations
      support
    
    
    1,503
    
    
    2,043
    
    
    2,732
    
    
    4,002Management
      fees to affiliate
    
    
    286
    
    
    326
    
    
    573
    
    
    601Interest
      expense
    
    
    --
    
    
    243
    
    
    42
    
    
    488General
      and administrative expensesto
      affiliates
    
    
    138
    
    
    106
    
    
    301
    
    
    217Other
      general and administrative expenses
    
    
    263
    
    
    412
    
    
    514
    
    
    829Provision
      for (recovery of) bad debts
    
    
    169
    
    
    (542
    )
    
    270
    
    
    (811
    )Total
      expenses
    
    
    3,757
    
    
    4,321
    
    
    7,280
    
    
    8,850Equity
      in net income of equity investments
    
    
    94
    
    
    185
    
    
    231
    
    
    338Net
      income
    
    $
    1,681
    
    $
    3,158
    
    $
    3,693
    
    $
    4,408**Members'
      share of net income**Class
      A members
    
    $
    1,243
    
    $
    3,158
    
    $
    3,255
    
    $
    4,408Class
      B member
    
    
    438
    
    
    --
    
    
    438
    
    
    --Total
    
    $
    1,681
    
    $
    3,158
    
    $
    3,693
    
    $
    4,408Class
      A members’ net income perweighted-average
      unit
    
    $
    0.25
    
    $
    0.64
    
    $
    0.65
    
    $
    0.89
 
 
 
 
 
 
 
 
 
 
 
 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 June 30,
  2005**(in
      thousands of dollars)
 (unaudited)
 
 
 Class
      A
    
    Class
      B
    
    TotalMembers'
      equity as of December 31, 2004
    
    $
    44,493
    
    $
    -
    
    $
    44,493Net
      income
    
    
    3,255
    
    
    438
    
    
    3,693Cash
      distribution
    
    
    (2,486
    )
    
    (438
    )
    
    (2,924
    )Members'
      equity as of June 30, 2005
    
    $
    45,262
    
    $
    -
    
    $
    45,262
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 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 Six Months
      Ended
      June 30,2005
    
    2004**Operating
      activities**Net
      income
    $
    3,693
    
    $
    4,408Adjustments
      to reconcile net incometo
      net cash provided by (used in) operating activities:Depreciation
    
    2,848
    
    
    3,524Amortization
      of debt placement costs
    
    36
    
    
    8Provision
      for (recovery of) bad debts
    
    270
    
    
    (811
    )Gain
      on disposition of equipment
    
    (279
    )
    
    (2,232
    )Equity
      in net income from equity investments
    
    (231
    )
    
    (338
    )Distributions
      from equity investments
    
    563
    
    
    563Changes
      in operating assets and liabilities:Accounts
      and other receivables
    
    286
    
    
    312Other
      assets
    
    (134
    )
    
    546Accounts
      payable and accrued expenses
    
    (172
    )
    
    (136
    )Due
      to affiliates
    
    (70
    )
    
    21Reserve
      for repairs
    
    108
    
    
    (36
    )Lessee
      deposits and prepaid revenues
    
    (348
    )
    
    (602
    )Net
      cash provided by operating activities
    
    6,570
    
    
    5,227**Investing
      activities**Decrease
      in restricted cash
    
    --
    
    
    60Payments
      on finance lease receivable
    
    138
    
    
    --Proceeds
      from disposition of equipment
    
    918
    
    
    1,838Net
      cash provided by investing activities
    
    1,056
    
    
    1,898**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
      (decrease) increase in cash and cash equivalents
    
    (5,298
    )
    
    7,125Cash
      and cash equivalents at beginning of period
    
    15,646
    
    
    4,238Cash
      and cash equivalents at end of period
    $
    10,348
    
    $
    11,363**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 June 30, 2005
and December 31, 2004, condensed statements of income for the three and six
months ended June 30, 2005 and 2004, condensed statements of changes in member’
equity for the period from December 31, 2004 to June 30, 2005, and the condensed
statements of cash flows for the six months ended June 30, 2005 and 2004 have
been made and are reflected.
 
 2.  Schedule
of Fund Phases
 
 The Fund
may no longer use cash generated form 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 total assets,
total liabilities, members’ equity, or net income.
 4.  Cash
Distributions
 
 Cash
distributions are recorded when declared.
 
 For the
three and six months ended June 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 Manager. No cash distributions were paid to the Class A Members
or the Manager during the three and six months ended June 30, 2004.
 
 5.  Transactions
with Manager and Affiliates
 
 The
balance due to affiliates as of June 30, 2005 and December 31, 2004 represented
$0.2 million and $0.3 million, respectively, due to the Manager and its
affiliates for management fees.
 
 During
the three and six months ended June 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
  
  **PROFESSIONAL
LEASE MANAGEMENT INCOME FUND I, L.L.C.**
 **(A
Delaware Limited Liability Company)**
 **NOTES
TO CONDENSED FINANCIAL STATEMENTS**
 **(unaudited)**
 
 5.  Transactions
with Manager and Affiliates (continued)
 
 expenses
incurred to FSI or its affiliates were as follows (in thousands of
dollars):
 
 Owned
      Equipment
    
    Equity
      InvestmentsFor
      the three months ended June 30,
    
    2005
    
    2004
    
    2005
    
    2004Management
      fees
    
    $
    286
    
    $
    326
    
    $
    15
    
    $
    15Data
      processing and administrativeexpenses
    
    
    138
    
    
    106
    
    
    2
    
    
    1
 
 Owned
      Equipment
    
    Equity
      InvestmentsFor
      the six months ended June 30,
    
    2005
    
    2004
    
    2005
    
    2004Management
      fees
    
    $
    573
    
    $
    601
    
    $
    31
    
    $
    32Data
      processing and administrativeexpenses
    
    
    301
    
    
    217
    
    
    5
    
    
    3
 
 6.  Equipment
 
 The
components of owned equipment were as follows (in thousands of
dollars):
 
 June
      30,
    
    December
      31,2005
    
    2004Railcars
    
    $
    32,110
    
    $
    33,865Marine
      containers
    
    
    30,064
    
    
    30,414Marine
      vessel
    
    
    17,000
    
    
    17,000Aircraft
    
    
    10,494
    
    
    10,49489,668
    
    
    91,773Less
      accumulated depreciation
    
    
    (56,525
    )
    
    (55,143
    )Net
      equipment
    
    $
    33,143
    
    $
    36,630
 
 Equipment
held for operating leases is stated at cost less depreciation and any
impairments to the carrying value.
 
 As of
June 30, 2005, all owned equipment in the Fund’s portfolio was on lease except
for 18 railcars with a net book value of $0.2 million. In addition, 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 June
30, 2005, these aircraft have a net book value of $-0-. As of December 31, 2004,
all owned equipment in the Fund's portfolio was on lease except for 64 railcars
with a net book value of $0.4 million.
 
 During
the three and six months ended June 30, 2005, the Fund disposed of marine
containers and railcars with a net book value of $0.2 million and $0.6 million,
respectively, for proceeds of $0.3 million and $0.9 million, respectively, which
resulted in a gain on disposition of $0.1 million and $0.3 million,
respectively. During the three and six months ended June 30, 2004, the Fund
disposed of a commercial aircraft, marine containers, railcars and trailers with
a net book value of $0.3 million and $0.5 million, respectively, for proceeds of
$1.4 million and $1.8 million, respectively, and reversed $0.9 million of unused
engine reserves related to the sold commercial aircraft which resulted in a gain
on disposition of $2.0 million and $2.2 million, respectively.
 
 7.  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.
  
  **PROFESSIONAL
LEASE MANAGEMENT INCOME FUND I, L.L.C.**
 **(A
Delaware Limited Liability Company)**
 **NOTES
TO CONDENSED FINANCIAL STATEMENTS**
 **(unaudited)**
 
 7.  Equity
Investments in Affiliated Entities (continued)
 
 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, indirect 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 six months ended June 30, 2005 and 2004
(in thousands of dollars):
 
 TWA
    
    TWA
    
    PLMFor
      the three months ended
    
    S/N
      49183
    
    MD-82
    
    WorldwideJune
      30, 2005
    
    Trust1
    
    Trust2
    
    Leasing3
    
    Total
 
 Lease
      revenues and interest and other income
    $
    308
    
    $
    308
    
    $
    212Less:
      Depreciation expense
    
    --
    
    
    314
    
    
    --Indirect
      expenses
    
    19
    
    
    19
    
    
    378Net
      income (loss)
    $
    289
    
    $
    (25
    )
    $
    (166
    )Fund’s
      share of net income (loss)
    $
    145
    
    $
    (9
    )
    $
    (42
    )
    $
    94
 
 TWA
    
    TWA
    
    PLMFor
      the three months ended
    
    S/N
      49183
    
    MD-82
    
    WorldwideJune
      30, 2004
    
    Trust1
    
    Trust2
    
    Leasing3
    
    Total
 
 Lease
      revenues and interest and other income
    $
    308
    
    $
    308Less:
      Depreciation expense
    
    --
    
    
    314Indirect
      expenses
    
    17
    
    
    18Net
      income (loss)
    $
    291
    
    $
    (24
    )Fund’s
      share of net income (loss)
    $
    145
    
    $
    (9
    )
    $
    49
    
    
    $
    185
 
 TWA
    
    TWA
    
    PLMFor
      the six months ended
    
    S/N
      49183
    
    MD-82
    
    WorldwideJune
      30, 2005
    
    Trust1
    
    Trust2
    
    Leasing3
    
    Total
 
 Lease
      revenues and interest and other income
    $
    617
    
    $
    616
    
    $
    528Less:
      Depreciation expense
    
    --
    
    
    629
    
    
    --Indirect
      expenses
    
    39
    
    
    38
    
    
    685Net
      income (loss)
    $
    578
    
    $
    (51
    )
    $
    (157
    )Fund’s
      share of net income (loss)
    $
    289
    
    $
    (19
    )
    $
    (39
    )
    $
    231
 
 TWA
    
    TWA
    
    PLMFor
      the six months ended
    
    S/N
      49183
    
    MD-82
    
    WorldwideJune
      30, 2004
    
    Trust1
    
    Trust2
    
    Leasing3
    
    Total
 
 Lease
      revenues and interest and other income
    $
    634
    
    $
    634Less:
      Depreciation expense
    
    --
    
    
    629Indirect
      expenses
    
    37
    
    
    37Net
      income (loss)
    $
    597
    
    $
    (32
    )Fund’s
      share of net income (loss)
    $
    298
    
    $
    (9
    )
    
    $
    49
    
    
    $
    338
 
 As of
June 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 Corp 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.
    Operating
      Segments
 
 The Fund
operates in five different segments: marine vessel leasing, aircraft leasing,
railcar 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 six months
ended June 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
    
    Railcar
    
    Trailer
    
    ContainerJune
      30, 2005
    
    Leasing
    
    Leasing
    
    Leasing
    
    Leasing
    
    Leasing
    
    Other1
    
    TotalRevenuesLease
      revenue
    
    $
    3,058
    
    $
    44
    
    $
    984
    
    $
    --
    
    $
    1,094
    
    $
    --
    
    $
    5,180Interest
      income and other income
    
    
    --
    
    
    3
    
    
    (2
    )
    
    --
    
    
    --
    
    
    70
    
    
    71Gain
      on disposition of equipment
    
    
    --
    
    
    --
    
    
    12
    
    
    --
    
    
    81
    
    
    --
    
    
    93Total
      revenues
    
    
    3,058
    
    
    47
    
    
    994
    
    
    --
    
    
    1,175
    
    
    70
    
    
    5,344ExpensesDepreciation
    
    
    237
    
    
    --
    
    
    645
    
    
    --
    
    
    516
    
    
    --
    
    
    1,398Operations
      support
    
    
    1,351
    
    
    5
    
    
    134
    
    
    1
    
    
    12
    
    
    --
    
    
    1,503Management
      fees to affiliate
    
    
    145
    
    
    6
    
    
    66
    
    
    14
    
    
    55
    
    
    --
    
    
    286General
      and administrative expenses
    
    
    19
    
    
    40
    
    
    133
    
    
    --
    
    
    --
    
    
    209
    
    
    401Provision
      for (recovery of) bad debts
    
    
    145
    
    
    27
    
    
    (3
    )
    
    --
    
    
    --
    
    
    --
    
    
    169Total
      expenses
    
    
    1,897
    
    
    78
    
    
    975
    
    
    15
    
    
    583
    
    
    209
    
    
    3,757Equity
      in net income of equityinvestments
    
    
    --
    
    
    94
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    94Net
      income (loss)
    
    $
    1,161
    
    $
    63
    
    $
    19
    
    $
    (15
    )
    $
    592
    
    $
    (139
    )
    $
    1,681Total
      assets as of June 30, 2005
    
    $
    6,564
    
    $
    572
    
    $
    17,470
    
    $
    467
    
    $
    12,659
    
    $
    10,485
    
    $
    48,217
 
 
 Marine
    
    
    
    
    
    
    
    MarineFor
      the three months ended
    
    Vessel
    
    Aircraft
    
    Railcar
    
    Trailer
    
    ContainerJune
      30, 2004
    
    Leasing
    
    Leasing
    
    Leasing
    
    Leasing
    
    Leasing
    
    Other2
    
    TotalRevenuesLease
      revenue
    
    $
    2,681
    
    $
    243
    
    $
    976
    
    $
    267
    
    $
    1,089
    
    $
    --
    
    $
    5,256Interest
      income and other income
    
    
    --
    
    
    14
    
    
    --
    
    
    --
    
    
    --
    
    
    15
    
    
    29Gain
      (loss) on disposition of equipment
    
    
    --
    
    
    1,660
    
    
    321
    
    
    (3
    )
    
    31
    
    
    --
    
    
    2,009Total
      revenues
    
    
    2,681
    
    
    1,917
    
    
    1,297
    
    
    264
    
    
    1,120
    
    
    15
    
    
    7,294ExpensesDepreciation
    
    
    257
    
    
    --
    
    
    755
    
    
    90
    
    
    631
    
    
    --
    
    
    1,733Operations
      support
    
    
    1,488
    
    
    7
    
    
    323
    
    
    200
    
    
    25
    
    
    --
    
    
    2,043Management
      fees to affiliate
    
    
    134
    
    
    59
    
    
    66
    
    
    13
    
    
    54
    
    
    --
    
    
    326Interest
      expense
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    243
    
    
    243General
      and administrative expenses
    
    
    22
    
    
    203
    
    
    94
    
    
    --
    
    
    --
    
    
    199
    
    
    518(Recovery
      of) provision for bad debts
    
    
    --
    
    
    (545
    )
    
    3
    
    
    --
    
    
    --
    
    
    --
    
    
    (542
    )Total
      expenses
    
    
    1,901
    
    
    (276
    )
    
    1,241
    
    
    303
    
    
    710
    
    
    442
    
    
    4,321Equity
      in net income of equityinvestments
    
    
    --
    
    
    185
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    185Net
      income (loss)
    
    $
    780
    
    $
    2,378
    
    $
    56
    
    $
    (39
    )
    $
    410
    
    $
    (427
    )
    $
    3,158
 
 
 
 
 
 1
    Includes
      certain assets not identifiable to a specific segment such as cash and
      certain other assets. 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)**
 
 8.
    Operating
      Segments
 
 Marine
    
    
    
    
    
    
    
    MarineFor
      the six months ended
    
    Vessel
    
    Aircraft
    
    Railcar
    
    Trailer
    
    ContainerJune
      30, 2005
    
    Leasing
    
    Leasing
    
    Leasing
    
    Leasing
    
    Leasing
    
    Other1
    
    TotalRevenuesLease
      revenue
    
    $
    5,772
    
    $
    296
    
    $
    1,986
    
    $
    --
    
    $
    2,299
    
    $
    --
    
    $
    10,353Interest
      income and other income
    
    
    --
    
    
    12
    
    
    --
    
    
    --
    
    
    --
    
    
    98
    
    
    110Gain
      on disposition of equipment
    
    
    --
    
    
    --
    
    
    76
    
    
    --
    
    
    203
    
    
    --
    
    
    279Total
      revenues
    
    
    5,772
    
    
    308
    
    
    2,062
    
    
    --
    
    
    2,502
    
    
    98
    
    
    10,742ExpensesDepreciation
    
    
    474
    
    
    --
    
    
    1,295
    
    
    --
    
    
    1,079
    
    
    --
    
    
    2,848Operations
      support
    
    
    2,412
    
    
    12
    
    
    282
    
    
    1
    
    
    25
    
    
    --
    
    
    2,732Management
      fees to affiliate
    
    
    281
    
    
    12
    
    
    137
    
    
    28
    
    
    115
    
    
    --
    
    
    573Interest
      expense
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    42
    
    
    42General
      and administrative expenses
    
    
    48
    
    
    50
    
    
    326
    
    
    --
    
    
    --
    
    
    391
    
    
    815Provision
      for (recovery of) bad debts
    
    
    145
    
    
    197
    
    
    (72
    )
    
    --
    
    
    --
    
    
    --
    
    
    270Total
      expenses
    
    
    3,360
    
    
    271
    
    
    1,968
    
    
    29
    
    
    1,219
    
    
    433
    
    
    7,280Equity
      in net income of equityinvestments
    
    
    --
    
    
    231
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    231Net
      income (loss)
    
    $
    2,412
    
    $
    268
    
    $
    94
    
    $
    (29
    )
    $
    1,283
    
    $
    (335
    )
    $
    3,693
 
 
 Marine
    
    
    
    
    
    
    
    MarineFor
      the six months ended
    
    Vessel
    
    Aircraft
    
    Railcar
    
    Trailer
    
    ContainerJune
      30, 2004
    
    Leasing
    
    Leasing
    
    Leasing
    
    Leasing
    
    Leasing
    
    Other1
    
    TotalRevenuesLease
      revenue
    
    $
    5,265
    
    $
    584
    
    $
    1,906
    
    $
    546
    
    $
    2,323
    
    $
    --
    
    $
    10,624Interest
      income and other income
    
    
    --
    
    
    34
    
    
    --
    
    
    --
    
    
    --
    
    
    30
    
    
    64Gain
      (loss) on disposition of equipment
    
    
    --
    
    
    1,660
    
    
    511
    
    
    (3
    )
    
    64
    
    
    --
    
    
    2,232Total
      revenues
    
    
    5,265
    
    
    2,278
    
    
    2,417
    
    
    543
    
    
    2,387
    
    
    30
    
    
    12,920ExpensesDepreciation
    
    
    514
    
    
    --
    
    
    1,512
    
    
    181
    
    
    1,317
    
    
    --
    
    
    3,524Operations
      support
    
    
    3,115
    
    
    17
    
    
    459
    
    
    367
    
    
    44
    
    
    --
    
    
    4,002Management
      fees to affiliate
    
    
    263
    
    
    66
    
    
    128
    
    
    28
    
    
    116
    
    
    --
    
    
    601Interest
      expense
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    488
    
    
    488General
      and administrative expenses
    
    
    39
    
    
    312
    
    
    226
    
    
    34
    
    
    --
    
    
    435
    
    
    1,046Recovery
      of bad debts
    
    
    --
    
    
    (809
    )
    
    (1
    )
    
    (1
    )
    
    --
    
    
    --
    
    
    (811
    )Total
      expenses
    
    
    3,931
    
    
    (414
    )
    
    2,324
    
    
    609
    
    
    1,477
    
    
    923
    
    
    8,850Equity
      in net income of equityinvestments
    
    
    --
    
    
    338
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    338Net
      income (loss)
    
    $
    1,334
    
    $
    3,030
    
    $
    93
    
    $
    (66
    )
    $
    910
    
    $
    (893
    )
    $
    4,408
 
 9.  Net
Income Per Weighted-Average Class A Unit
 
 Net
income per weighted-average Class A unit was computed by dividing net income
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 six months ended June 30, 2005
and 2004 was 4,971,311 units.
 
 
 
 
 
 
 
 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.  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):
 
 June
      30,
    
    December
      31,2005
    
    2004Trade
      accounts receivable
    
    $
    3,364
    
    $
    2,786Other
      receivable
    
    
    --
    
    
    862Allowance
      for doubtful accounts
    
    
    (345
    )
    
    (73
    )$
    3,019
    
    $
    3,575
 
 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. The other
receivable was paid in full during 2005.
 
 At June
30, 2005, the bankruptcy of a lessee that leased two owned aircraft indicated to
the Manager that the outstanding receivables from this lessee of $0.2 million
may be uncollectible. At June 30, 2005, the Manager reserved this balance as a
bad debt.
  11.  Other
Assets
 
 The
components of the other assets, net, were as follows (in thousands of
dollars):
 
 June
      30,
    
    December
      31,2005
    
    2004Finance
      lease receivable
    
    $
    400
    
    $
    538Prepaid
      expenses
    
    
    395
    
    
    343Inventory
    
    
    335
    
    
    253Debt
      placement fees, net
    
    
    --
    
    
    36Other
      assets
    
    
    5
    
    
    5$
    1,135
    
    $
    1,175
 
 12.  Debt
 
 During
January 2005, the Fund prepaid its outstanding note payable plus accrued
interest. There was no pre-payment penalty associated with the payment of the
note payable.
 
 13.  Concentrations
of Credit Risk
 
 For the six
months ended June 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 (14% in 2005 and 2004).
  
  
 **PROFESSIONAL
LEASE MANAGEMENT INCOME FUND I, L.L.C.**
 **(A
Delaware Limited Liability Company)**
 **NOTES
TO CONDENSED FINANCIAL STATEMENTS**
 **(unaudited)**
 
 13.  Concentrations
of Credit Risk (continued)
 
 As of
June 30, 2005 and December 31, 2004, the Fund’s customers that accounted for 10%
or more of the total accounts receivable for the owned equipment and jointly
owned equipment were Capital Leasing (34% in 2005 and 28% in 2004), Stena Bulk
LLC (42% in 2005 and 27% in 2004), Varig South America (21% in 2004) and Cronos
Group (12% in 2005 and 10% in 2004).
 
 As of
June 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.
 
 14.  Recent
Accounting Pronouncements
 
 In March
2004, Financial Accounting Standards Board's (FASB's) Emerging Issues Task Force
(EITF) released Issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment
and Its Application to Certain Investments" (EITF 03-1). EITF 03-1 provides
guidance for determining whether impairment for certain debt and equity
investments is other-than-temporary and the measurement of an impaired loss.
Certain disclosure requirements of EITF 03-1 were adopted in 2003 and the Fund
has complied with the new disclosure requirements in its consolidated financial
statements. The recognition and measurement requirements of EITF 03-1 were
initially effective for reporting periods beginning after June 15, 2004. In
September 2004, the FASB Staff issued FASB Staff Position (FSP) EITF 03-1-1 that
delayed the effective date for certain measurement and recognition guidance
contained in EITF 03-1.  The FSP requires that entities continue to apply
previously existing “other-than-temporary” guidance until a final consensus is
reached. The Manager does not anticipate that issuance of a final consensus will
materially impact the Fund’s financial condition or results of
operations.
 
 In
December 2004, FASB 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.  The Manager does not
believe that the adoption of Statement 153 will have a significant effect on its
financial statements.
 
 15.  Subsequent
Event
 
 On August
4, 2005, the Fund and several affiliated entities (collectively, the 
Sellers), entered into an Asset Purchase Agreement (the Purchase Agreement).
Pursuant to the Purchase Agreement, the purchaser will acquire 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 aggregate purchase price that the purchaser will
pay for the railcar business of the Sellers will be $119.8 million, adjusted to
reflect the actual number of railcars and management contracts delivered to the
purchaser at the closing.  The portion of the aggregate purchase price to
be received by the Fund will be based on the appraised value of the railcars
delivered by the Fund, as determined by an independent third party
appraiser.  The Manager expects the closing of the transactions
contemplated by the Purchase Agreement to occur within thirty (30) days. The
closing is subject to numerous conditions and there can be no assurance that the
closing will occur in that time frame, if at all. If the sale is completed,
lease revenues and cash flows will decrease significantly.
 
  ITEM 2.  MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 
 (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 June 30, 2005 and 2004
 
 (A)  Owned
Equipment Operations
 
 Lease
revenues less operations support on owned equipment increased during the three
months ended June 30, 2005, compared to the same period of 2004. Net gains from
the sale of equipment, interest and other income and certain expenses such as
management fees to affiliate, depreciation, interest expense, general and
administrative expenses and provision for (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
      June 30,2005
    
    2004Marine
      vessel
    
    $
    1,707
    
    $
    1,193Marine
      containers
    
    
    1,082
    
    
    1,064Railcars
    
    
    850
    
    
    653Aircraft
    
    
    39
    
    
    236Trailers
    
    
    (1
    )
    
    67
 
 Marine
vessel:  Marine
vessel lease revenues and operations support were $3.1 million and $1.4 million,
respectively, for the three months ended June 30, 2005, compared to $2.7 million
and $1.5 million, respectively, during the same period of 2004. Lease revenues
increased $0.4 million in the three months ended June 30, 2005 compared to the
same period of 2004 due to a higher lease rate being earned on the Fund’s marine
vessel due to improved market conditions. Direct operating expenses decreased
$0.1 million due to lower voyage expenses during the three months ended June 30,
2005 compared to the same period of 2004.
 
 Marine
containers:  Marine
container lease revenues and operations support were $1.1 million and $12,000,
respectively, for the three months ended June 30, 2005, compared to $1.1 million
and $25,000, respectively, during the same period of 2004. The Fund's marine
containers currently on a fixed rate lease switched to a lease based on
utilization starting June 30, 2005. The Manager expects that this will result in
a significant decrease in lease revenues.
 
 Railcars:  Railcar
lease revenues and operations support were $1.0 million and $0.1 million,
respectively, for the three months ended June 30, 2005, compared to $1.0 million
and $0.3 million, respectively, during the same period of 2004. A decrease in
railcar operations support of $0.2 million during the three months ended June
30, 2005 was due lower repairs and maintenance of the Fund's owned railcars
compared to 2004.
 
 Aircraft:  Aircraft
lease revenues and operations support were $44,000 and $5,000, respectively, for
the three months ended June 30, 2005, compared to $0.2 million and $7,000,
respectively, during the same period of 2004. A decrease in aircraft lease
revenues of $0.2 million was due to two owned aircraft being off-lease during
the second quarter of 2005 that were on-lease for the entire second quarter of
2004.
 
 Trailers:  Trailer
lease revenues and operations support were $-0- and $1,000, respectively, for
the three months ended June 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)  Indirect
expenses Related to Owned Equipment Operations
 
 Total
indirect expenses remained relatively the same at $2.3 million for the three
months ended June 30, 2005 and 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 $0.3
million decrease in depreciation expense from 2004 levels reflecting a decrease
of $0.2 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 June 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 general and administrative expenses during the three months
ended June 30, 2005 was due to lower administrative cost due to sale of aircraft
and return of aircraft during 2004. Similar events did not occur in 2005;
and
 
 (iv)  Provision
for (recovery of) bad debts decreased $0.7 million in the second quarter of 2005
compared to the same period of 2004. During 2005, provision for bad debts of
$0.2 million was based on the Manager’s evaluation of the collectability of
receivables. During 2004, recovery of bad debts of $0.5 million was due to the
collection of receivables that had been previously reserved for as a bad
debt.
 
 (C)  Net Gain
on Disposition of Owned Equipment
 
 Gain on
disposition of owned equipment for the three months ended June 30, 2005 totaled
$0.1 million which resulted from the sale of marine containers and railcars with
a net book value of $0.2 million for proceeds of $0.3 million. Net gain on
disposition of owned equipment for the three months ended June 30, 2004 totaled
$2.0 million which resulted from the disposition of a commercial aircraft,
marine containers, railcars and a trailer with a net book value of $0.3 million
for proceeds of $1.4 million and the reversal of $0.9 million of unused engine
reserves.
 
 (D)  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 expense, operations support, and administrative
expenses in the equity investments:
 
 As of
June 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 June 30, 2005, lease revenues of $0.4
million were partially offset by depreciation expense, operations support, and
administrative expenses of $0.3 million. During the same period of 2004, lease
revenues of $0.3 million were partially offset by depreciation expense,
operations support, and administrative expenses of $0.2 million.
 
 (E)  Net
Income
 
 As a
result of the foregoing, the Fund had net income of $1.7 million for the three
months ended June 30, 2005, compared to net income of $3.2 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 June 30,
2005 is not necessarily indicative of future periods.
  
  
 Comparison
of the Fund's Operating Results for the Six Months Ended June 30, 2005 and
2004
 
 (A)  Owned
Equipment Operations
 
 Lease
revenues less operating support on owned equipment increased during the six
months ended June 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 Six Months
      Ended
      June 30,2005
    
    2004Marine
      vessel
    
    $
    3,360
    
    $
    2,150Marine
      containers
    
    
    2,274
    
    
    2,279Railcars
    
    
    1,704
    
    
    1,447Aircraft
    
    
    284
    
    
    567Trailers
    
    
    (1
    )
    
    179
 
 Marine
vessel:  Marine
vessel lease revenues and operations support were $5.8 million and $2.4 million,
respectively, for the six months ended June 30, 2005, compared to $5.3 million
and $3.1 million, respectively, during the same period of 2004. Lease revenues
increased $0.5 million in the six months ended June 30, 2005 compared to the
same period of 2004 due to a higher lease rate being earned on the Fund’s marine
vessel due to improved market conditions. Direct operating expenses decreased
$0.7 million which resulted from a decrease of $0.5 million due to lower voyage
expenses and a decrease of $0.2 million due to fewer repairs and maintenance
requirements during the six months ended June 30, 2005 compared to the same
period of 2004.
 
 Marine
containers:  Marine
container lease revenues and operations support were $2.3 million and $25,000,
respectively, for the six months ended June 30, 2005, compared to $2.3 million
and $44,000, respectively, during the same period of 2004. The Fund's marine
containers currently on a fixed rate lease switched to a lease based on
utilization starting June 30, 2005. The Manager expects that this will result in
a significant decrease in lease revenues.
 
 Railcars:  Railcar
lease revenues and operations support were $2.0 million and $0.3 million,
respectively, for the six months ended June 30, 2005, compared to $1.9 million
and $0.5 million, respectively, during the same period of 2004. An increase in
railcar lease revenues of $0.1 million during the six months ended June 30, 2005
was due an increase in utilization of the Fund's owned railcars compared to
2004. A decrease of $0.2 million in operating support was due to fewer repairs
to the Fund's owned railcars compared to the same period of 2004.
 
 Aircraft:  Aircraft
lease revenues and operations support were $0.3 million and $12,000,
respectively, for the six months ended June 30, 2005, compared to $0.6 million
and $17,000, 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 quarter of 2005 which were on-lease during the six month ended June 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.
 
 Trailers:  Trailer
lease revenues and operations support were $-0- and $1,000, respectively, for
the six months ended June 30, 2005, compared to $0.5 million and $0.4 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)  Indirect
expenses Related to Owned Equipment Operations
 
 Total
indirect expenses of $4.5 million for the six months ended June 30, 2005
decreased from $4.8 million for the same period in 2004. Significant variances
are explained as follows:
 
 (i)  A $0.7
million decrease in depreciation expense from 2004 levels reflecting a decrease
of $0.5 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 $0.2 million caused by the Fund's trailer portfolio being placed in
a direct finance lease in 2004;
 
 (ii)  A $0.4
million decrease in interest expense was due to lower average borrowings
outstanding during the six months ended June 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 $0.2
million decrease in general and administrative expenses during the six months
ended June 30, 2005 was due to lower administrative cost resulting from the sale
of aircraft and return of aircraft during 2004. Similar events did not occur in
2005; and
 
 (iv)  Provision
for (recovery of) bad debts decreased $1.1 million in the first six months of
2005 compared to the same period of 2004. During 2005, provision for bad debts
of $0.3 million was based on the Manager’s evaluation of the collectability of
receivables. During 2004, recovery of bad debts of $0.8 million was due to the
collection of receivables that had been previously reserved for as a bad
debt.
 
 (C)  Net Gain
on Disposition of Owned Equipment
 
 Gain on
disposition of owned equipment for the six months ended June 30, 2005 totaled
$0.3 million which resulted from the sale of marine containers and railcars with
a net book value of $0.6 million for proceeds of $0.9 million. Net gain on
disposition of owned equipment for the six months ended June 30, 2004 totaled
$2.2 million which resulted from the disposition of a commercial aircraft,
marine containers, railcars, and a trailer with a net book value of $0.5 million
for proceeds of $1.8 million and the reversal of $0.9 million of unused engine
reserves.
 
 (D)  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 expense, operations support, administrative
expenses and provision for bad debts in the equity investments:
 
 As of
June 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 six months ended June 30, 2005, lease revenues of $0.7
million were partially offset by depreciation expense, operations support,
administrative expenses and provision for bad debts of $0.5 million. During the
same period of 2004, lease revenues of $0.6 million were partially offset by
depreciation expense, operations support, and administrative expenses of $0.3
million.
 
 Depreciation
expense, operations support, administrative expenses and provision for bad debts
increased $0.2 million resulting from an increase in administrative expenses of
$0.1 million and an increase in provision for bad debts of $43,000.
 
 (E)  Net
Income
 
 As a
result of the foregoing, the Fund had net income of $3.7 million for the six
months ended June 30, 2005, compared to net income of $4.4 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 six months ended June 30, 2005
is not necessarily indicative of future periods.
 
 (II)  FINANCIAL
CONDITION - CAPITAL RESOURCES AND LIQUIDITY
 
 At June
30, 2005, the Fund had unrestricted cash of $10.3 million.
 
 For the
six months ended June 30, 2005, the Fund generated cash from operations of $6.6
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 PLM
Financial Services, Inc. (FSI or the Manager).
 
 During
the six months ended June 30, 2005, the Fund disposed of owned equipment for
proceeds of $0.9 million.
 
 Accounts
and other receivables decreased $0.6 million in the six months ended June 30,
2005. The decrease from the collection of $0.9 million from the other receivable
was partially offset by an increase of $0.3 million due to the timing of lease
receipts.
 
 Equity
investments in affiliated entities decreased $0.3 million during the six months
ended June 30, 2005 due to cash distributions of $0.6 million from the equity
investments to the Fund being partially offset by income of $0.2 million that
was recorded by the Fund for its interests in the equity
investments.
 
 Other
assets decreased $40,000 during the six months ended June 30, 2005. A decrease
of $0.1 million was due to the cash payments received on the finance lease
receivable being partially offset by an increase of $0.1 million due to higher
fuel inventory on the Fund's owned marine vessel.
 
 Accounts
payable and accrued expenses decreased $0.2 million during the six months ended
June 30, 2005 due to the timing of payments to vendors.
 
 Due to
affiliates decreased $0.1 million during the six months ended June 30, 2005 due
to timing of payments to affiliates.
 
 Reserve
for repairs increased $0.1 million during the six months ended June 30, 2005 due
to the accrual of marine vessel dry-docking reserves.
 
 Lessee
deposits decreased $0.3 million during 2005 due to the security deposit from an
aircraft lessee being offset against other receivables.
 
 Notes
payable decreased $10.0 million during the six months ended June 30, 2005. In
January 2005, the Fund prepaid its outstanding note payable plus accrued
interest. There was no pre-payment penalty associated with the payment of the
note payable.
 
 (III)  RECENT
ACCOUNTING PRONOUNCEMENTS
 
 In March
2004, Financial Accounting Standards Board's (FASB's) Emerging Issues Task Force
(EITF) released Issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment
and Its Application to Certain Investments" (EITF 03-1). EITF 03-1 provides
guidance for determining whether impairment for certain debt and equity
investments is other-than-temporary and the measurement of an impaired loss.
Certain disclosure requirements of EITF 03-1 were adopted in 2003 and the Fund
has complied with the new disclosure requirements in its consolidated financial
statements. The recognition and measurement requirements of EITF 03-1 were
initially effective for reporting periods beginning after June 15, 2004. In
September 2004, the FASB Staff issued FASB Staff Position (FSP) EITF 03-1-1 that
delayed the effective date for certain measurement and recognition guidance
contained in EITF 03-1.  The FSP requires that entities continue to apply
previously existing “other-than-temporary” guidance until a final consensus is
reached. The Manager does not anticipate that issuance of a final consensus will
materially impact the Fund’s financial condition or results of
operations.
 
 In
December 2004, FASB 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.  The Manager does not
believe that the adoption of Statement 153 will have a significant effect on its
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.
 
 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 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.
 
 Approximately
3,400 or 24% of the Fund's marine containers, were on a fixed lease that
converted to a utilization based lease on June 30, 2005. As the market for
marine containers is softer than the period during which they were placed on the
fixed rate lease and the marine containers are several years older, lease
revenues on these marine containers is expected to decrease up to 20% beginning
in the third quarter of 2005;
 
 (2)  While
freight growth for railcars has showed some signs of slowing in the last
quarter, utilization remains high, above 90%. Overall railcar loadings are now
forecast to grow approximately 4% in 2005, down slightly from the previous
forecast but still strong. Railcar manufacturers have full production schedules
until the mid-2006 for tank railcars similar to the tank railcars that the Fund
owns.
 
 The
Fund's railcar fleet is largely used by a broadly defined chemical sector.
Chemical and petroleum railcar loadings are projected to grow at a higher rate
in the second half of 2005 as chemical business is in an upturn. Chemical
carloadings may exceed a 3% growth in 2005 but are projected to grow at a slower
rate in 2006. At present, the Fund's tank railcar fleet is highly utilized and
appears to be in a position to remain so for the foreseeable
future.
 
 Offsetting
the generally favorable outlook is the continuation of high steel prices with
the resulting increases in the price of new tank railcars and related lease
rates. While this improves returns for railcar lessors in the short run, reduced
railcar availability and higher lease costs along with railroad operating
inefficiencies may cause the chemical industry growth to slow and perhaps cause
chemical producers to shift to other forms of transportation. Also, there are a
number of potential new railroad operating requirements and regulations which,
if adopted, could increase the cost of railcar ownership.
 
 In August
2005, the Fund agreed to sell their railcars. The Manager expects this
transaction to close within 30 days. If the sale is completed, lease revenues
and cash flows from operations are expected to decrease
significantly;
 
 (3)  The
Fund’s product tanker marine ** vessel
is ** designated
as a Clean Product Carrier and as such transports and trades on voyage and term
charters with products such as gasoline, jet fuel, clean diesel oil, condensate,
etc. and on occasion clean chemicals in liquid form *,* an
approach that provides the flexibility to adapt to changes in market conditions. Demand
for product / 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
Fund’s product tanker has continued to operate with very minimum idle time
between charters.  Freight rates for marine vessels continued to remain
strong due to the demand for sea transportation resulting from improving
economies worldwide. The demand is expected to continue until additional new
tonnage starts coming on line in late 2005 through 2006. Demand for refined
products worldwide and home heating oil on United States due to cold weather on
the East Coast helped to keep the charter rates up at or near 2004 highs during
the first half of 2005. Going forward, rates are expected to begin to show signs
of decreasing during the summer months of 2005, as high gasoline prices are
expected to slow down demand. The Fund's product tanker will undergo major
maintenance in November 2005 and is expected to be off-lease for approximately
30 days.
 
 The
product tanker owned by the Fund is almost 20 years old which may limit its
future marketability. Marine vessels 20 years of age typically earn a lower
lease rate than newer marine vessels and may have increased off-hire time;
 
 (4)  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.
 
 The
Manager also believes that there is a significant oversupply of commercial
aircraft available that has caused a decrease in aircraft fair market values.
 
 In March
2005, the lessee of the Fund’s two Boeing 737-200 aircraft declared bankruptcy.
The Manager terminated the lease for these aircraft in the second quarter of
2005 and took possession of the aircraft in the third quarter of 2005. The
Manager is currently marketing these aircraft for lease of sale. Given that the
aircraft are in excess of 25 years old and that the aircraft leasing market for
equipment of this age is weak, it may take a considerable period of time to
release or sell them;
 
 (5)  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;
 
 (6)  The
timing and amount of future cash distributions to the Class A Members and the
Manager will be based on the cash position of the Fund and operational
requirements. The Manager does not expect to make a cash distribution until at
least the fourth quarter of 2005; and
 
 (7)  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 flow
and disposition proceeds generated from operations after January 1, 2003 cannot
be used 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.
 
 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)  Within
the 90-day 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
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
 
 None.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 (This
space intentionally left blank)
 
  
  
 
 
 
 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:  August
10, 2005  By:  /s/
Richard K Brock
 Richard K
Brock
 Chief
Financial Officer