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 SEPTEMBER 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 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.)

  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>

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

  <S>                                                                         <C>                 <C>
  Equipment held for operating lease, at cost                                 $   111,996         $  122,626
  Less accumulated depreciation                                                   (47,573)           (44,350)
                                                                             ------------------------------------
      Net equipment                                                                64,423             78,276

  Cash and cash equivalents                                                         4,678              3,720
  Restricted cash                                                                     420                 --
  Accounts receivable, less allowance for doubtful accounts
        of $67 in 1999 and $43 in 1998                                              2,119              1,876
  Investment in unconsolidated special-purpose entities                            15,916             15,224
  Deferred charges, less accumulated amortization
        of $47 in 1999 and $344 in 1998                                               129                275
  Prepaid expenses and other assets                                                   106                264
                                                                             ------------------------------------
        Total assets                                                          $    87,791         $   99,635
                                                                             ====================================

  Liabilities and members' equity

  Liabilities:
  Accounts payable and accrued expenses                                       $       915         $      465
  Due to affiliates                                                                   641                400
  Lessee deposits and reserves for repairs                                          3,558              3,040
  Note payable                                                                     25,000             25,000
                                                                             ------------------------------------
      Total liabilities                                                            30,114             28,905
                                                                             ------------------------------------

  Minority interest                                                                    --              5,705

  Members' equity:
  Class A members (4,975,321 units as of September 30, 1999
        and 4,999,581 units as of December 31, 1998)                               57,677             64,893
  Class B member                                                                       --                132
                                                                             ------------------------------------
      Total members' equity                                                        57,677             65,025
                                                                             ------------------------------------

         Total liabilities and members' equity                                $    87,791         $   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 Nine Months
                                                          Ended September 30,               Ended September 30,
                                                          1999           1998               1999            1998
                                                       -------------------------------------------------------------
  REVENUES

  <S>                                                  <C>            <C>                <C>            <C>
  Lease revenue                                        $   6,943      $   6,830          $  20,192      $   18,121
  Interest and other income                                   35             31                156             320
  Net gain on disposition of equipment                         9             16                 20           2,757
                                                       -------------------------------------------------------------
      Total revenues                                       6,987          6,877             20,368          21,198
                                                       -------------------------------------------------------------

  EXPENSES

  Depreciation and amortization                            4,018          4,503             11.458          12,308
  Repairs and maintenance                                    704            573              1,957           1,346
  Equipment operating expenses                               890            420              2,470           1,078
  Interest expense                                           468            469              1,385           1,385
  Insurance expense                                          144             78                311             184
  Management fees to affiliate                               369            379              1,075             990
  General and administrative expenses
        to affiliates                                        218            231                709             680
  Other general and administrative expenses                  205             71                540             535
                                                       -------------------------------------------------------------
      Total expenses                                       7,016          6,724             19,905          18,506
                                                       -------------------------------------------------------------

  Minority interest                                         (192)           (92)              (590)           (249)

  Equity in net income (loss) of unconsolidated
        special-purpose entities                            (393)        (1,818)             2,047           3,410
                                                       -------------------------------------------------------------

  Net income (loss) before cumulative effect of
        accounting change                                   (614)        (1,757)             1,920           5,853

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

        Net income (loss)                              $    (614)     $  (1,757)         $   1,788      $    5,853
                                                       =============================================================

  Members' share of net income (loss)

  Class A members                                      $  (1,054)     $  (2,172)         $     599      $    4,608
  Class B member                                             440            415              1,189           1,245
                                                       -------------------------------------------------------------

         Total                                         $    (614)     $  (1,757)         $   1,788      $    5,853
                                                       =============================================================

  Net income (loss) per weighted-average
       Class A unit                                    $   (0.21)     $   (0.43)         $    0.12      $     0.92
                                                       =============================================================

  Cash distributions                                   $   2,928      $   2,941          $   8,800      $    8,823
                                                       =============================================================
  Cash distributions per weighted-average
        Class A units                                  $    0.50      $    0.50          $    1.50      $     1.50
                                                       =============================================================
</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 September 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                                                      599               1,189                1,788

  Purchase of Class A units                                      (336)                 --                 (336)

  Cash distribution                                            (7,479)             (1,321)              (8,800)
                                                       ---------------------------------------------------------

    Members' equity as of September 30, 1999           $       57,677       $          --       $       57,677
                                                       =========================================================
</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 Nine Months
                                                                             Ended September 30,
                                                                          1999                 1998
                                                                    ---------------------------------------
     OPERATING ACTIVITIES

     <S>                                                            <C>                  <C>
     Net income                                                     $         1,788      $         5,853
     Adjustments to reconcile net income to net cash
           provided by (used in) operating activities:
       Depreciation and amortization                                         11,458               12,308
       Cumulative effect of accounting change                                   132                   --
       Net gain on disposition of equipment                                     (20)              (2,757)
       Equity in net income of unconsolidated
             special-purpose entities                                        (2,047)              (3,410)
       Changes in operating assets and liabilities:
         Restricted cash                                                       (420)                  --
         Accounts receivable, net                                              (243)                 107
         Prepaid expenses and other assets                                      158                   17
         Accounts payable and accrued expenses                                  454                  350
         Due to affiliates                                                      260                  (13)
         Lessee deposits and reserves for repairs                               518                  487
         Minority interest                                                     (676)                (717)
                                                                    ---------------------------------------
             Net cash provided by operating activities                       11,362               12,225
                                                                    ---------------------------------------

     INVESTING ACTIVITIES

     Payments for purchase of equipment and capitalized
           improvements                                                      (9,969)             (27,470)
     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                                     158                5,507
     Distributions from unconsolidated special-purpose
           entities                                                           1,448                5,980
                                                                    --------------------------------------
           Net cash used in (provided by) investing activities               (1,268)             (18,910)
                                                                    ---------------------------------------

     FINANCING ACTIVITIES

     Payment due to affiliates                                                   --               (1,793)
     Cash distributions to Class A members                                   (7,479)              (7,500)
     Cash distributions to Class B Member                                    (1,321)              (1,323)
     Purchase of Class A units                                                 (336)                  --
                                                                    ---------------------------------------
           Net cash used in financing activities                             (9,136)             (10,616)
                                                                    ---------------------------------------

     Net increase (decrease) in cash and cash equivalents                       958              (17,301)
     Cash and cash equivalents at beginning of period                         3,720               19,179
                                                                    ---------------------------------------
     Cash and cash equivalents at end of period                     $         4,678      $         1,878
                                                                    =======================================

     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
                               SEPTEMBER 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 September 30, 1999 and December 31,
     1998,  the  statements  of  operations  for the three and nine months ended
     September 30, 1999 and 1998, the  statements of changes in members'  equity
     for the period  from  December  31, 1997 to  September  30,  1999,  and the
     statements  of cash flows for the nine months ended  September 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.  Beginning in the eighth year
     of operation  which  commences on January 1, 2004,  the Manager  intends to
     begin an orderly liquidation of the Fund's assets.

3.   RECLASSIFICATION

     Certain amounts in the 1998 financial  statements have been reclassified to
     conform to the 1999 presentations.

4.   PURCHASE OF CLASS A UNITS

     In 1998, the Fund agreed to purchase up to 28,000 Class A units in 1999 for
     an aggregate purchase price of $0.4 million.  As of September 30, 1999, the
     Fund had purchased  24,260 Class A units for $0.3 million.  The Manager may
     purchase additional units in the future.

5.   CASH DISTRIBUTIONS

     Cash distributions are recorded when paid and may include amounts in excess
     of net income that are considered to represent a return of capital. For the
     three months ended September 30, 1999 and 1998, cash distributions  totaled
     $2.9 million.  For the nine months ended  September 30, 1999 and 1998, cash
     distributions  totaled  $8.8  million.  Cash  distributions  to the Class A
     unitholders  of $6.9  million and $2.9  million  for the nine months  ended
     September  30, 1999 and 1998,  respectively,  were deemed to be a return of
     capital.

     Cash  distributions  related to the results from the third quarter of 1999,
     of $1.3 million, were paid during the fourth quarter of 1999.



<PAGE>


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

6.   TRANSACTIONS WITH MANAGER AND AFFILIATES

     The balance due to  affiliates  as of  September  30,  1999  included  $0.3
     million due to FSI and its affiliates for management  fees and $0.4 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.

     The Fund's proportional share of USPE-affiliated management fees of $42,000
     and $28,000 were  payable as of  September  30, 1999 and December 31, 1998,
     respectively.

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

<TABLE>
<CAPTION>

                                                       For the Three Months               For the Nine Months
                                                        Ended September 30,               Ended September 30,
                                                          1999           1998            1999            1998
                                                     -------------------------------------------------------------

      <S>                                            <C>            <C>               <C>             <C>
      Management fees                                $      36      $      55         $     108       $     176
      Data processing and administrative
         expenses                                            9             16                30              58
      Insurance expense                                     --             --                --              (3)
</TABLE>

7.   EQUIPMENT

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

                                           September 30,          December 31,
                                               1999                   1998
                                         ---------------------------------------

  Marine vessels                          $   46,957             $    46,957
  Aircraft                                    20,605                  20,605
  Mobile offshore drilling unit                   --                  20,356
  Railcars                                    19,709                  19,920
  Trailers                                    14,783                  14,788
  Marine containers                            9,942                      --
                                          --------------------------------------
                                             111,996                 122,626
  Less accumulated depreciation              (47,573)                (44,350)
                                          --------------------------------------
        Net equipment                     $   64,423             $    78,276
                                          ======================================

     As of September 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 12 railcars with a carrying  value of $0.2 million.
     As of December 31, 1998,  all owned  equipment in the Fund's  portfolio was
     either on lease or operating in  PLM-affiliated  short-term  trailer rental
     facilities, except for three railcars with a carrying value of $37,000.

     During September 1999,  certain equipment in which the Fund held a majority
     ownership, was reclassified to investments in USPE's (see note 8).



<PAGE>


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

7.   EQUIPMENT (CONTINUED)

     During the nine months ended September 30, 1999, the Fund purchased  marine
     containers  at a cost  of  $9.9  million.  During  the  nine  months  ended
     September 30, 1998, the Fund  purchased 39 railcars,  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
     $28.4 million.

     During the nine months ended September 30, 1999, the Fund sold railcars and
     trailers with an aggregate net book value of $0.1 million,  for proceeds of
     $0.2 million.  During the nine months ended  September  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 $5.6 million.

8.   INVESTMENTS IN UNCONSOLIDATED SPECIAL-PURPOSE ENTITIES

     In September  1999, the Manager amended the  corporate-by-laws  of the Fund
     and any  affiliated  program's  investments  in USPE's that own an interest
     greater than 50%. The amendment to the corporate-by-laws  provides that all
     decisions  regarding the  acquisition  and disposition of the investment as
     well as other  significant  business  decisions of that investment would be
     permitted  only upon  unanimous  consent of the Fund and all the affiliated
     programs  that  have  an  ownership  in the  investment  regardless  of the
     percentage of ownership.  As a result of the amendment, as of September 30,
     1999,  all  jointly  owned  equipment  in which the Fund  owned a  majority
     interest, which had been consolidated,  were reclassified to investments in
     USPE's.  As such,  although the Fund may own a majority interest in a USPE,
     the Fund does not control its  management and thus it is appropriate in the
     future that the equity  method of accounting  be used.  Accordingly,  as of
     September 30, 1999, the balance sheet reflects all  investments in USPEs on
     an equity basis.

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

                                                                               September 30,          December 31,
                                                                                   1999                   1998
                                                                           ----------------------------------------------

     <S>                                                                    <C>                    <C>
     61% interest in an entity owning a mobile offshore drilling unit       $            7,188     $               --
     50% interest in a trust owning an MD-82 stage III commercial
               aircraft                                                                  5,198                  6,441
     50% interest in a trust owning an MD-82 stage III commercial
               aircraft                                                                  2,191                  3,342
     50% interest in a trust owning a cargo marine vessel                                1,177                  1,265
     25% interest in a trust that owned four Boeing 737-200A stage II
               commercial aircraft                                                          90                    137
     25% interest in a trust that owned four Boeing 737-200A stage II
               commercial aircraft                                                          72                    110
     33% interest in two trusts that owned a total of three Boeing
               737-200A stage II commercial aircraft, two stage II
     aircraft
               engines, and a portfolio of aircraft rotables                                --                  3,929
                                                                           ----------------------------------------------
         Net investments                                                    $           15,916     $           15,224
                                                                           ==============================================
</TABLE>


     As of September 30, 1999 and December 31, 1998, all jointly-owned equipment
     in the Fund's USPE portfolio were on lease.

     During the nine months  ended  September  30,  1999,  the Manager  sold the
     Fund's  33%  interest  in two  trusts  that  owned a total of three  Boeing
     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.


<PAGE>


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

9.   OPERATING SEGMENTS

     The Fund operates in five primary 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
    For the three months ended             Vessel     Aircraft    Railcar   Trailer      MODU       All
        September 30, 1999                 Leasing    Leasing     Leasing   Leasing    Leasing     Other<F1>   Total
       ------------------                  -------    -------     -------   -------    -------     ------      -----

    REVENUES
      <S>                                  <C>       <C>        <C>       <C>        <C>       <C>        <C>
      Lease Revenue                        $ 2,313   $  1,014   $    904  $  1,006   $  1,196  $    510   $  6,943
      Interest income and other                  3          2         --        --         --        30         35
      Net gain on disposition
        of equipment                            --         --          9        --         --        --          9
                                          -------------------------------------------------------------------------
        Total revenues                       2,316      1,016        913     1,006      1,196       540      6,987

    COSTS AND EXPENSES
      Operations support                     1,285          7        171       236         26        13      1,738
      Depreciation and amortization          1,503        643        435       362        582       493      4,018
      Interest expense                          --         --         --        --         --       468        468
      Management fees to affiliate             117         51         58        58         60        25        369
      General and administrative expenses       14         10         23       180         45       151        423
                                          -------------------------------------------------------------------------
        Total costs and expenses             2,919        711        687       836        713     1,150      7,016
                                          -------------------------------------------------------------------------
    Minority interest                           --         --         --        --       (192)       --       (192)
    Equity in net income (loss) of USPEs       (70)      (323)        --        --         --        --       (393)
                                          -------------------------------------------------------------------------
        Net income (loss)                  $  (673)  $    (18)  $    226  $    170   $    291  $   (610)  $   (614)
                                          =========================================================================

    Total assets as of September 30, 1999  $ 33,089  $ 12,497   $ 11,776  $  8,455   $  7,188  $ 14,786   $ 87,791
                                          =========================================================================

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

    Revenues
      Lease revenue                        $ 2,709   $  1,014   $  1,005  $  1,090   $   1,012 $     --   $  6,830
      Interest income and other                 --          3         --        --          --       28         31
      Net gain on disposition
        of equipment                            --         --         16        --          --       --         16
                                          ---------------------------------------------------------------------------
        Total revenues                       2,709      1,017      1,021     1,090       1,012       28      6,877

    Costs and expenses
      Operations support                       683         11        182       163          20       12      1,071
      Depreciation and amortization          1,766      1,071        506       435         699       26      4,503
      Interest expense                          --         --         --        --          --      469        469
      Management fees to affiliate             135         51         68        74          51       --        379
      General and administrative expenses       45         17        (30)      170          11       89        302
                                          ---------------------------------------------------------------------------
        Total costs and expenses             2,629      1,150        726       842         781      596      6,724
                                          ---------------------------------------------------------------------------
      Minority interest                         --         --         --        --         (92)      --        (92)
    Equity in net income (loss) of USPEs    (1,023)      (795)        --        --          --       --     (1,818)
                                          ---------------------------------------------------------------------------
        Net income (loss)                  $  (943) $    (928)  $    295  $    248   $     139 $   (568)  $ (1,757)
                                          ===========================================================================

    Total assets as of September 30, 1998  $39,682  $  23,150   $ 13,608  $  9,623   $  14,688 $  3,117   $103,868
                                          ===========================================================================



<FN>
<F1>
     -------------------------------------

     1   Includes  interest  income and costs not  identifiable  to a particular
         segment,  such  as  amortization  expense,  interest  expense,  certain
         operations  support,  and general  and  administrative  expenses.  Also
         includes the lease revenue,  depreciation  expense,  and management fee
         for containers.

</FN>
</TABLE>

<PAGE>


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

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

                                           Marine
    For the nine months ended              Vessel   Aircraft    Railcar   Trailer      MODU       All
    September 30, 1999                    Leasing    Leasing    Leasing   Leasing    Leasing     Other<F1>1  Total
    ------------------                    -------    -------    -------   -------    -------     ------      -----
    <S>                                    <C>       <C>        <C>       <C>        <C>       <C>        <C>
    REVENUES
      Lease revenue                        $ 7,118   $  3,043   $  2,809  $  2,780   $  3,560  $    882   $ 20,192
      Interest income and other                  5          7         --        --          1       143        156
      Net gain on disposition
        of equipment                            --         --         15         5         --        --         20
                                          -------------------------------------------------------------------------
        Total revenues                       7,123      3,050      2,824     2,785      3,561     1,025     20,368

    COSTS AND EXPENSES
      Operations support                     3,476         20        502       637         66        37      4,738
      Depreciation and amortization          4,509      1,929      1,307     1,085      1,749       879     11,458
      Interest expense                          --         --         --        --         --     1,385      1,385
      Management fees to affiliate             357        152        184       160        178        44      1,075
      General and administrative expenses       42         24         48       569         75       491      1,249
                                          -------------------------------------------------------------------------
        Total costs and expenses             8,384      2,125       2041     2,451      2,068     2,836     19,905
                                          -------------------------------------------------------------------------
    Minority interest                           --         --         --        --       (590)       --       (590)
    Equity in net income (loss) of USPEs      (114)     2,161         --        --         --        --      2,047
                                          -------------------------------------------------------------------------
    Net income (loss) before cumulative
    effect
        of accounting change                 (1,375)    3,086        783       334        903    (1,811)     1,920
    Cumulative effect of accounting             --         --         --        --         --      (132)      (132)
    change
                                          -------------------------------------------------------------------------
        Net income (loss)                  $ (1,375) $  3,086   $    783  $    334   $    903  $ (1,943)  $  1,788
                                          =========================================================================

    Total assets as of September 30, 1999  $ 33,089  $ 12,497   $ 11,776  $  8,455   $  7,188  $ 14,786   $ 87,791
                                          =========================================================================

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

    REVENUES
      Lease revenue                        $ 5,789   $  3,524   $  2,989  $  2,816   $  3,003  $    --    $ 18,121
      Interest income and other                 13         10         --        --         --       297        320
      Net gain on disposition
        of equipment                            --      2,710         38         9         --        --      2,757
                                          ---------------------------------------------------------------------------
        Total revenues                       5,802      6,244      3,027     2,825      3,003       297     21,198

    COSTS AND EXPENSES
      Operations support                     1,591         34        411       448         89        35      2,608
      Depreciation and amortization          3,752      3,559      1,516     1,304      2,098        79     12,308
      Interest expense                          --         --         --        --         --     1,385      1,385
      Management fees to affiliate             289        162        199       190        150        --        990
      General and administrative expenses      124         57         (6)      597         35       408      1,215
                                          ---------------------------------------------------------------------------
        Total costs and expenses             5,756      3,812      2,120     2,539      2,372     1,907     18,506
                                          ---------------------------------------------------------------------------
    Minority interest                           --         --         --        --       (249)       --       (249)
    Equity in net income (loss) of USPEs     (1,241)    4,651         --        --         --       382      3,410
                                          ---------------------------------------------------------------------------
        Net income (loss)                  $ (1,195) $  7,083   $    907  $    286   $    382   $(1,610)  $  5,853
                                          ===========================================================================

    Total assets as of September 30, 1998  $ 39,682  $ 23,150   $ 13,608  $  9,623   $ 14,688   $  3,117  $103,868
                                          ===========================================================================


<FN>
<F1>
     -------------------------------------

     1   Includes  interest  income and costs not  identifiable  to a particular
         segment,  such  as  amortization  expense,  interest  expense,  certain
         operations  support,  and general  and  administrative  expenses.  Also
         includes the lease revenue,  depreciation  expense,  and management fee
         for containers.
</FN>
</TABLE>


<PAGE>


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

10.  DEBT

     The Manager has  entered  into a  short-term,  joint $24.5  million  credit
     facility (the Committed  Bridge Facility) on behalf of the Fund that is due
     to expire on December 14, 1999. Among the eligible borrowers, PLM Equipment
     Growth Fund VI had  borrowings of $1.0 million and TEC  Acquisub,  Inc., an
     indirect wholly-owned subsidiary of PLM International, Inc., had borrowings
     of $7.6 million  under the  Committed  Bridge  Facility as of September 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.

11.  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 nine months
     ended  September  30,  1999  were  units  4,975,419  and  4,984,675  units,
     respectively.   The  weighted-average   number  of  Class  A  units  deemed
     outstanding  during the three and nine months ended  September 30, 1998 was
     4,999,581 units.

12.  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 nine months ended September 30, 1999.

13.  RESTATEMENT

     The  financial  statements,  with the  exception of the balance sheet as of
     September 30, 1999, 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 nine
     months ending September 30, 1999 and 1998.

     As a result of the  consolidation,  total assets,  total  liabilities,  and
     minority interests changed as of December 31, 1998 as follows:

                                          December 31, 1998
                                     As reported         Amended

                                ----------------------------------
     Total assets                       $93,466           $99,635
     Total liabilities                   28,441            28,905
     Minority interests                      --             5,705



<PAGE>


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

13.      RESTATEMENT (CONTINUED)

     As a result of the  consolidation,  total  revenues,  total  expenses,  and
     equity in net income of USPEs  changed for the three and nine months  ended
     September 30, 1999 and 1998 as follows:
<TABLE>
<CAPTION>


                        For the three months ended September 30         For the nine months ended September 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    $ 5,791   $ 6,987     $ 5,865    $ 6,877     $ 16,807   $ 20,368    $ 18,195  $ 21,198
          Total expenses      6,303     7,016       5,943      6,724       17,837     19,905      16,134    18,506
          Minority               --      (192)         --        (92)          --       (590)         --      (249)
          interest
          Equity in net
          income of USPEs      (102)     (393)     (1,679)    (1,818)       2,950      2,047       3,792     3,410
          Net income         $ (614)   $ (614)   $ (1,757)    (1,757)    $  1,788   $  1,788    $  5,853  $  5,853
</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 nine
     months ended September 30, 1999 and 1998.

     In September  1999, the Manager amended the  corporate-by-laws  of the Fund
     and any  affiliated  program's  investments  in USPE's that own an interest
     greater than 50%. The amendment to the corporate-by-laws  provides that all
     decisions  regarding the  acquisition  and disposition of the investment as
     well as other  significant  business  decisions of that investment would be
     permitted  only upon  unanimous  consent of the Fund and all the affiliated
     programs  that  have  an  ownership  in the  investment  regardless  of the
     percentage of ownership.  As a result of the amendment, as of September 30,
     1999,  all  jointly  owned  equipment  in which the Fund  owned a  majority
     interest, which had been consolidated,  were reclassified to investments in
     USPE's.  As such,  although the Fund may own a majority interest in a USPE,
     the Fund does not control its  management and thus it is appropriate in the
     future that the equity  method of accounting  be used.  Accordingly,  as of
     September 30, 1999, the balance sheet reflects all  investments in USPEs on
     an equity basis.









                     (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 SEPTEMBER 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
decreased  during the third  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 9 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 September 30,
                                         1999             1998
                                       ----------------------------

  MODU                                   $  1,170              992
  Marine vessels                            1,028            2,026
  Aircraft                                  1,007            1,003
  Trailers                                    770              927
  Railcars                                    733              823
  Marine containers                           510               --

Mobile offshore  drilling unit: Mobile offshore drilling unit lease revenues and
direct  expenses  were $1.2  million and  $26,000,  respectively,  for the third
quarter of 1999, compared to $1.0 million and $20,000, 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.

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $2.3
million and $1.3 million,  respectively, for the third quarter of 1999, compared
to $2.7 million and $0.7 million, respectively, during the same quarter of 1998.
Lease  revenue  decreased  $0.5 million in the third quarter of 1999 compared to
the same period in 1998 due to significantly lower re-lease rates for one of the
Fund's anchor handling supply marine vessels. The decrease in lease revenue from
this marine  vessel was offset,  in part,  by an  increase in  additional  lease
revenue of $0.1 million for another  marine  vessel  during the third quarter of
1999 compared to the same period in 1998 due to higher  re-lease  rates.  Direct
expenses  increased  $0.6 million in the third  quarter of 1999  compared to the
same period in 1998  primarily  due to hull  cleaning  costs,  and canal charges
while repositioning the marine vessel for a new charter in 1999. A similar event
did not occur in 1998.

Aircraft:  Aircraft  lease  revenues and direct  expenses  were $1.0 million and
$7,000,  respectively,  for the third quarter of 1999,  compared to $1.0 million
and  $11,000,   respectively,   during  the  same  quarter  of  1998.   Aircraft
contribution  remained  approximately the same due to the relative  stability of
the aircraft fleet.

Trailers:  Trailer lease revenues and direct expenses were $1.0 million and $0.2
million,  respectively,  for the third quarter of 1999, compared to $1.1 million
and $0.2 million,  respectively,  during the same quarter of 1998. Lease revenue
decreased   primarily  due  to  the  lower  utilization  lease  revenue  on  the
refrigerated  trailers in the third  quarter of 1999 compared to the same period
in 1998.

Railcars:  Railcar lease revenues and direct expenses were $0.9 million and $0.2
million,  respectively,  for the third quarter of 1999, compared to $1.0 million
and $0.2 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
third quarter of 1999 compared to the same period in 1998.

Marine  containers:  Marine  container  lease revenues were $0.5 million for the
third  quarter  of 1999.  Marine  container  contribution  increased  due to the
purchase of marine containers in the second quarter of 1999.

(B)   Indirect Expenses Related to Owned Equipment Operations

Total indirect expenses of $5.3 million for the quarter ended September 30, 1999
decreased from $5.7 million for the same period in 1998.  Significant  variances
are explained as follows:

     (1) A $0.5 million decrease in depreciation and amortization  expenses from
1998 levels resulted from an approximately  $1.0 million decrease due to the use
of the  double-declining  balance  depreciation  method which results in greater
depreciation the first years an asset is owned,  partially offset by an increase
of  approximately  $0.5  million in  depreciation  expense  from the purchase of
equipment during 1999.

     (2) A $0.1 million  increase in general and  administrative  expenses  from
1998 levels due to higher office expenses and professional  services required by
the Fund.

(C)  Net Gain on Disposition of Owned Equipment

The net gain on  disposition  of equipment for the third quarter of 1999 totaled
$9,000  which  resulted  from the  sale of  railcars  with a net  book  value of
$34,000,  for proceeds of $43,000.  Net gain on disposition of equipment for the
third quarter of 1998 totaled  $16,000,  and resulted from the sale of a railcar
with a net book value of $21,000, for proceeds of $37,000.

(D)  Minority Interest

Minority  interest  increased  $0.1 million due to an increase in revenue during
1999 when compared to 1998.

(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 September 30,
                                                1999             1998
                                             ----------------------------
  Marine vessel                               $    (70)       $  (1,023)
  Aircraft                                        (323)            (795)
                                              ---------------------------------
         Equity in Net Loss of USPEs          $   (393)       $  (1,818)
                                              =================================

Marine vessel: As of September 30, 1999 and 1998, the Fund had an interest in an
entity  that owns a marine  vessel.  During the third  quarter  of 1999,  marine
vessel revenues of $0.2 million were offset by depreciation  and  administrative
expenses  of $0.3  million.  During  the third  quarter of 1998,  marine  vessel
revenues of $0.2 million were offset by depreciation and administrative expenses
of $0.2  million,  and a loss on the  revaluation  of the marine  vessel of $1.0
million.  Lease  revenue  decreased  $0.1  million in the third  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.  The decrease was offset,  in part,  by an
increase  of $0.1  million in lease  revenues  due to a marine  vessel  that the
Company owns an interest in being  off-hire for 20 days in the third  quarter of
1998  compared to 2 days in the same  period in 1999.  Expenses  increased  $0.1
million due to higher  operating  expenses in the third quarter of 1999 compared
to the same period in 1998.  The increase in expenses was offset,  in part, by a
decrease  of  $59,000  due 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.  Loss on  revaluation  of
equipment of $1.0 million  during the third  quarter of 1998,  resulted from the
Company reducing the carrying value of its interest in an entity owning a marine
vessel to its estimated net  realizable  value.  There was no revaluation of the
carrying  value of  partially  owned assets  required  during the same period of
1999.

Aircraft:  As of September 30, 1999, the Fund owned interests in two trusts that
each owns a commercial  aircraft.  As of September  30, 1998,  the Company owned
interests in two trusts that each own a commercial aircraft,  and an interest in
two trusts that own a total of three commercial aircraft,  two aircraft engines,
and a portfolio of aircraft rotables. During the third 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 $0.9 million which were
offset by expenses of $1.7 million. Lease revenues decreased $0.4 million due to
the sale of the Fund's investment in two trusts that owned three Boeing 737-200A
stage II commercial aircraft,  two stage II aircraft engines, and a portfolio of
aircraft rotables in the first quarter of 1999. The decrease in expenses of $0.9
million  was  primarily  due to lower  depreciation  expense  resulting  from an
approximately  $0.3 million  decrease due to the sale of the Fund's  interest in
two  trusts  and an  approximately  $0.6  million  decrease  due  to the  double
declining-balance  method of depreciation which results in greater  depreciation
in the first years an asset is owned.

(F)   Net Loss

As a result of the  foregoing,  the Fund had a net loss of $0.6  million for the
third  quarter of 1999,  compared to a net loss of $1.8 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 third quarter of 1999 is not
necessarily indicative of future periods. In the third 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 FUND'S  OPERATING  RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER
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
decreased during the nine months ended September 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 9 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 Nine Months
                                           Ended September 30,
                                           1999             1998
                                        ----------------------------

  Marine vessels                         $  3,642            4,198
  MODU                                      3,494            2,914
  Aircraft                                  3,023            3,490
  Railcars                                  2,307            2,578
  Trailers                                  2,143            2,368
  Marine containers                           882               --

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $7.1
million and $3.5 million,  respectively, for the nine months ended September 30,
1999, compared to $5.8 million and $1.6 million,  respectively,  during the same
period of 1998.  Lease revenue  increased  $2.1 million in the nine months ended
September  30, 1999 compared to the same period in 1998 due to the purchase of a
marine  vessel at the end of the second  quarter  of 1998.  This  marine  vessel
earned nine  months of lease  revenue in 1999  compared to only three  months in
1998. The increase in lease revenue for this marine vessel was offset,  in part,
by a decrease of $0.1 million for another  marine  vessel being  dry-docked  for
approximately  three weeks  during the nine months  ended  September  30,  1999.
During  dry-docking,  the marine vessel did not earn any revenues.  In addition,
lease revenue decreased an additional $0.7 million for two marine vessels due to
lower  re-lease  rates earned  during the nine months ended  September  30, 1999
compared to the same period in 1998.  Direct expenses  increased $2.2 million in
the nine months ended September 30, 1999 compared to the same period in 1998 due
to the purchase of a marine vessel at the end of the second quarter of 1998. The
increase in direct  expenses for this marine  vessel was offset,  in part,  by a
decrease  of $0.3  million  for  another  marine  vessel  being  dry-docked  for
approximately three weeks during the nine months ended September 30, 1999.

Mobile offshore  drilling unit: Mobile offshore drilling unit lease revenues and
direct expenses were $3.6 million and $0.1 million,  respectively,  for the nine
months  ended  September  30, 1999,  compared to $3.0 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.

Aircraft:  Aircraft  lease  revenues and direct  expenses  were $3.0 million and
$20,000, respectively, for the nine months ended September 30, 1999, compared to
$3.5 million and $34,000, 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 $2.8 million and $0.5
million, respectively, for the nine months ended September 30, 1999, compared to
$3.0  million and $0.4  million,  respectively,  during the same period of 1998.
Lease revenue  decreased $0.2 million due to lower re-lease rates for a group of
railcars in the nine months ended September 30, 1999 compared to the same period
in 1998. In addition,  lease revenue  decreased $0.1 million  resulting from the
sale or disposition of railcars in 1998 and the nine months ended  September 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 nine months ended  September 30, 1999, that were not needed
during the same period in 1998.

Trailers:  Trailer lease revenues and direct expenses were $2.8 million and $0.6
million, respectively, for the nine months ended September 30, 1999, compared to
$2.8  million and $0.4  million,  respectively,  during the same period of 1998.
Direct expenses increased due to repairs required on certain trailers during the
nine months ended  September 30, 1999,  which were not needed in the same period
in 1998.

Marine  containers:  Marine  container  lease revenues were $0.9 million for the
nine months ended September 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 nine  months  ended  September  30,  1999,  compared to the same
period in 1998.

(C)   Indirect Expenses Related to Owned Equipment Operations

Total indirect expenses of $15.2 million for the nine months ended September 30,
1999  decreased  from $15.9  million  for the same  period in 1998.  Significant
variances are explained as follows:

     (1) A $0.8 million decrease in depreciation and amortization  expenses from
1998 levels  resulting from an  approximately  $0.2 million  decrease due to the
sale of certain  assets during 1999 and 1998 and an  approximately  $2.8 million
decrease  due to the use of the  double-declining  balance  depreciation  method
which  results  in  greater  depreciation  the  first  years an asset is  owned,
partially  offset by an  approximately  $2.2  million  increase in  depreciation
expense from the purchase of equipment during 1999 and 1998.

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



<PAGE>


(D)  Net Gain on Disposition of Owned Equipment

The net gain on disposition of equipment for the nine months ended September 30,
1999 totaled  $20,000 which resulted from the sale of railcars and trailers with
an aggregate net book value of $0.1 million,  for proceeds of $0.2 million.  Net
gain on  disposition  of equipment for the nine months ended  September 30, 1998
totaled $2.8 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 $5.6 million.

(E)  Minority Interest

Minority  interest  increased $0.3 million due to an increase in revenue of $0.2
million and a decrease in direct and indirect  expenses of $0.1  million  during
1999 when compared to 1998.

(F)  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 Nine Months
                                                Ended September 30,
                                               1999            1998
                                               ----------------------------

  Aircraft                                     $  2,161        $   4,651
  Marine vessel                                    (114)          (1,241)
                                               -----------------------------
         Equity in Net Income of USPEs         $  2,047        $   3,410
                                               =============================

Aircraft:  As of September 30, 1999, the Fund owned interests in two trusts that
each owns a commercial  aircraft.  As of September  30, 1998,  the Company owned
interests in two trusts that each own a commercial aircraft,  and an interest in
two trusts that own a total of three commercial aircraft,  two aircraft engines,
and a portfolio of aircraft rotables. During the nine months ended September 30,
1999,  aircraft  lease  revenues were $1.6 million and the gain from the sale of
the  Fund's  interest  in two  trusts  that  owned a total of  three  commercial
aircraft,  two aircraft  engines,  and a portfolio of aircraft  rotables of $3.3
million  was offset by expenses of $2.7  million.  During the nine months  ended
September 30, 1998,  aircraft lease revenues were $3.4 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 $5.0 million. Lease revenues decreased
$2.1 million due to the sale of the Fund's  investment in two trusts  containing
ten  commercial  aircraft,  and the sale of the Fund's  investment in two trusts
that owned a total of three 737-200A stage II commercial aircraft,  two stage II
aircraft engines,  and a portfolio of aircraft  rotables.  The decrease in lease
revenues  caused  by these  sales  was  offset,  in  part,  by $0.3  million  in
additional lease revenue from the purchase of two additional  trusts each owning
a MD-82  commercial  aircraft  during  1998.  The  decrease  in expenses of $2.3
million  was  primarily  due to lower  depreciation  expense  resulting  from an
approximately  $1.1 million  decrease due to the sale of the Fund's  interest in
four  trusts  and an  approximately  $1.7  million  decrease  due to 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 in  depreciation  expense due to the Fund's  investment in two
additional trusts during 1998.

Marine vessel: As of September 30, 1999 and 1998, the Fund had an interest in an
entity that owns a marine vessel. During the first nine months of 1999, revenues
of $0.6 million were offset by depreciation and administrative  expenses of $0.7
million. During the nine months ended September 30, 1998, marine vessel revenues
were $0.8 million offset by  depreciation  and  administrative  expenses of $1.0
million, and a loss on the revaluation of a marine vessel of $1.0 million. Lease
revenue  decreased  $0.5  million in the nine months  ended  September  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.  The decrease was offset,  in part,  by an
increase of $0.1 million in lease  revenues due to a marine vessel that the Fund
owns  an  interest  in  being  off-hire  for 20 days in the  nine  months  ended
September  30,  1998  compared  to 2 days in the same  period in 1999.  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.  Loss on  revaluation  of
equipment of $1.0 million for the nine months ended September 30, 1998, resulted
from the Company reducing the carrying value of its interest in an entity owning
a marine vessel to its estimated net realizable value.  There was no revaluation
of interest required during the same period of 1999.

(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 nine months ended  September  30, 1999,  at which time it took a $0.1
million charge, related to start-up costs of the Fund.

(G)   Net Income

As a result of the  foregoing,  the Fund had net income of $1.8  million for the
nine months ended  September  30,  1999,  compared to net income of $5.9 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 nine months
ended September 30, 1999 is not necessarily indicative of future periods. In the
nine months ended September 30, 1999, the Fund distributed $7.5 million to Class
A members, or $1.50 per weighted-average Class A unit.

(II)  FINANCIAL CONDITION -- CAPITAL RESOURCES AND LIQUIDITY

For the nine months ended September 30, 1999, the Fund generated  operating cash
of  $12.8   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 nine  months  ended
September 30, 1999 of approximately $8.8 million) to the partners.

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

During the nine months ended  September 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 $7.3 million.

Lessee  deposits and reserve for repairs  increased $0.5 million during the nine
months ended  September  30, 1999  compared to December  31, 1998.  Reserves for
aircraft engine repair increased $0.5 million due to additional lessee deposits,
and security  deposits  increased $0.4 million due to a security  deposit from a
container  lessee,  offset,  in part,  by a decrease of $0.4  million in prepaid
lease revenue due to less lessee's prepaying future lease revenue

The Manager has entered into a short-term  joint $24.5 million credit  facility.
As of November 8, 1999, no eligible borrower had any outstanding borrowings. The
Manager  believes it will renew the credit  facility  upon its  expiration  with
similar terms to those in the current credit facility.

(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
September 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 have been tested and
appear to be compliant.

As of September 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 in
the fourth quarter of 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
September  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 the remainder of
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 the remainder of 1999 and
beyond include:

1.  Depressed  economic  conditions in Asia have led to declining  freight rates
through  the early  part of 1999 for  drybulk  vessels.  In the  absence  of new
additional  drybulk orders, the market is expected to stabilize and improve over
the next 2-3 years.

2. In  1999,  one of the  Fund's  anchor  handling  supply  marine  vessels  was
re-leased at a significantly  lower rate, due to soft market conditions.  If the
economic  conditions  remain the same, a similar trend of lower  re-lease  rates
will occur for the Fund's  remaining  anchor  handling  marine  vessel  when the
current lease expires in the year 2000.

3. 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.

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

5. The lease for the Fund's 61% interest in an entity  owning a mobile  offshore
drilling unit will expire in December 1999. This mobile  offshore  drilling unit
will be sold in the fourth quarter of 1999.

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/A  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/A should be
read as being applicable to all related forward-looking statements wherever they
appear in this Form 10-Q/A.  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 nine months ended  September 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


  Dated: January 24, 2000        By:  /s/ Richard K Brock
                                      ------------------------------
                                      Richard K Brock
                                      Vice President and
                                      Corporate Controller