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


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE FISCAL QUARTER ENDED JUNE 30, 1999

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(D) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

                       COMMISSION FILE NUMBER 33-83216-01
                             _______________________



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


DELAWARE                                                  94-3209289
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)

ONE MARKET, STEUART STREET TOWER
SUITE 800, SAN FRANCISCO, CA                             94105-1301
(Address of principal executive offices)                 (Zip code)



       Registrant's telephone number, including area code: (415) 974-1399
                             _______________________

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. Yes X No



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

<TABLE>
<CAPTION>


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

<S>                                                                          <C>                   <C>
Equipment held for operating lease, at cost                                  $   112,039           $  102,270
Less accumulated depreciation                                                    (44,171)             (37,983)
                                                                          ----------------------------------------
    Net equipment                                                                 67,868               64,287

Cash and cash equivalents                                                          2,027                3,720
Restricted cash                                                                      409                   --
Accounts receivable, less allowance for doubtful accounts
      of $70 in 1999 and $43 in 1998                                               2,977                1,473
Investment in unconsolidated special-purpose entities                             17,152               23,447
Deferred charges, less accumulated amortization
      of $43 in 1999 and $344 in 1998                                                134                  275
Prepaid expenses and other assets                                                    151                  264

      Total assets                                                           $    90,718           $   93,466
                                                                          ========================================

Liabilities and members' equity

Liabilities:
Accounts payable and accrued expenses                                        $       450           $      461
Due to affiliates                                                                    599                  381
Lessee deposits and reserves for repairs                                           3,446                2,599
Note payable                                                                      25,000               25,000
                                                                          ----------------------------------------
    Total liabilities                                                             29,495               28,441
                                                                          ----------------------------------------

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

       Total liabilities and members' equity                                 $    90,718           $   93,466
                                                                          ========================================

</TABLE>













                 See accompanying notes to financial statements.




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

<TABLE>
<CAPTION>

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

<S>                                                   <C>             <C>                 <C>              <C>
Lease revenue                                         $   5,412       $   5,006           $   10,885       $   9,300
Interest and other income                                    36              92                  120             289
Net gain on disposition of equipment                         27           2,713                   11           2,741
                                                    -------------------------------------------------------------------
    Total revenues                                        5,475           7,811               11,016          12,330
                                                    -------------------------------------------------------------------

Expenses

Depreciation and amortization                             3,324           3,424                6,274           6,406
Repairs and maintenance                                     580             508                1,253             773
Equipment operating expenses                                624             351                1,540             589
Interest expense                                            463             458                  916             916
Insurance expense to affiliate                               --              22                   --              19
Other insurance expense                                      69              37                  167              87
Management fees to affiliate                                287             275                  588             512
General and administrative expenses
      to affiliates                                         222             231                  466             425
Other general and administrative expenses                   179             303                  330             464
                                                    -------------------------------------------------------------------
    Total expenses                                        5,748           5,609               11,534          10,191
                                                    -------------------------------------------------------------------

Equity in net income of unconsolidated
      special-purpose entities                                5           3,014                3,052           5,471
                                                    -------------------------------------------------------------------

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

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

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

Members' share of net income (loss)

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

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

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

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


                 See accompanying notes to financial statements.



               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                    STATEMENTS OF CHANGES IN MEMBERS' EQUITY
             For the period from December 31, 1997 to June 30, 1999
                            (in thousands of dollars)

<TABLE>
<CAPTION>



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

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

Net income                                                      2,595                1,721                4,316

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

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

Net income                                                      1,653                  749                2,402

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

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

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

</TABLE>




























                 See accompanying notes to financial statements.




               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                            STATEMENTS OF CASH FLOWS
                            (in thousands of dollars)

<TABLE>
<CAPTION>
                                                                         For the Six Months
                                                                           Ended June 30,
                                                                      1999                  1998
                                                              -------------------------------------------
OPERATING ACTIVITIES

<S>                                                             <C>                   <C>
Net income                                                      $         2,402       $         7,610
Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
  Depreciation and amortization                                           6,274                 6,406
  Cumulative effect of accounting change                                    132                    --
  Net gain on disposition of equipment                                      (11)               (2,741)
  Equity in net income of unconsolidated
        special-purpose entities                                         (3,052)               (5,471)
  Changes in operating assets and liabilities:
    Restricted cash                                                        (409)                   --
    Accounts receivable, net                                             (1,504)                  394
    Prepaid expenses and other assets                                       113                   (38)

    Accounts payable and accrued expenses                                   (11)                  147

    Due to affiliates                                                       218                    22
    Lessee deposits and reserves for repairs                                847                   797
                                                              -------------------------------------------
        Net cash provided by operating activities                         4,999                 7,126
                                                              -------------------------------------------

INVESTING ACTIVITIES

Payments for purchase of equipment and capitalized
      improvements                                                       (9,949)              (24,963)
Investment in and equipment purchased and placed
      in unconsolidated special-purpose entities                             --               (13,917)
Liquidation distributions from unconsolidated
      special-purpose entities                                            7,095                10,990
Proceeds from disposition of equipment                                      114                 5,481
Distributions from unconsolidated special-purpose
      entities                                                            2,252                 6,113
                                                              -------------------------------------------
      Net cash used in investing activities                                (488)              (16,296)
                                                              -------------------------------------------

FINANCING ACTIVITIES

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

Net decrease in cash and cash equivalents                                (1,693)              (16,845)
Cash and cash equivalents at beginning of period                          3,720                19,179
                                                              -------------------------------------------
Cash and cash equivalents at end of period                      $         2,027       $         2,334
                                                              ===========================================
SUPPLEMENTAL INFORMATION
Interest paid                                                   $           916       $           916
                                                              ===========================================

</TABLE>

                See accompanying notes to financial statements.




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


1.   Opinion of Management

     In the opinion of the  management of PLM Financial  Services,  Inc. (FSI or
     the Manager),  the accompanying  unaudited financial statements contain all
     adjustments  necessary,  consisting primarily of normal recurring accruals,
     to present fairly the financial  position of Professional  Lease Management
     Income Fund I, L.L.C. (the Fund) as of June 30, 1999 and December 31, 1998,
     the  statements of  operations  for the three and six months ended June 30,
     1999 and 1998, the statements of changes in members'  equity for the period
     from December 31, 1997 to June 30, 1999,  and the  statements of cash flows
     for the six months ended June 30, 1999 and 1998.  Certain  information  and
     note  disclosures  normally  included in financial  statements  prepared in
     accordance  with  generally  accepted   accounting   principles  have  been
     condensed  or  omitted  from the  accompanying  financial  statements.  For
     further  information,  reference should be made to the financial statements
     and notes thereto included in the Fund's Annual Report on Form 10-K for the
     year ended  December  31,  1998,  on file at the  Securities  and  Exchange
     Commission.

2.   Schedule of Fund Phases

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

3.   Repurchase of Class A Units

     In 1998,  the Fund agreed to  repurchase up to 28,000 Class A units in 1999
     for an aggregate  purchase price of $0.4 million.  As of June 30, 1999, the
     Fund had repurchased 23,910 Class A units for $0.3 million. The Manager may
     repurchase additional units in the future.

4.   Cash Distributions

     Cash distributions are recorded when paid and may include amounts in excess
     of net income that are considered to represent a return of capital. For the
     six months ended June 30, 1999 and 1998,  cash  distributions  totaled $5.9
     million.  For  the  three  months  ended  June  30,  1999  and  1998,  cash
     distributions  totaled  $2.9  million.  Cash  distributions  to the Class A
     unitholders  of $3.3  million and $0 million for the six months  ended June
     30, 1999 and 1998, respectively, were deemed to be a return of capital.

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

5.   Transactions with Manager and Affiliates

     The balance due to affiliates as of June 30, 1999 included $0.3 million due
     to FSI and its  affiliates  for  management  fees and $0.3  million  due to
     affiliated unconsolidated special-purpose entities (USPEs). The balance due
     to  affiliates as of December 31, 1998 included $0.2 million due to FSI and
     its affiliates for management fees.



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

5.   Transactions with Manager and Affiliates (continued)

     The Fund's proportional share of USPE-affiliated management fees of $52,000
     and  $40,000  were  payable  as of June 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 Six Months
                                                       Ended June 30,                     Ended June 30,
                                                       1999           1998             1999            1998
                                                ----------------------------------------------------------------

<S>                                               <C>            <C>                <C>             <C>
 Management fees                                  $      74      $      94          $     144       $     182
 Data processing and administrative
    expenses                                             15             26                 36              56
 Insurance expense                                       --             (1)                --              (3)
</TABLE>


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

6.   Equipment

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

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

Marine vessels                            $    46,957              $    46,957
Aircraft                                       20,605                   20,605
Railcars                                       19,773                   19,920
Trailers                                       14,762                   14,788
Marine containers                               9,942                       --
                                       -----------------------------------------
                                              112,039                  102,270
Less accumulated depreciation                 (44,171)                 (37,983)
                                       -----------------------------------------
      Net equipment                       $    67,868              $    64,287
                                       =========================================

     As of June 30, 1999, all owned equipment in the Fund's portfolio was either
     on  lease  or  operating  in  PLM-affiliated   short-term   trailer  rental
     facilities,  except  for a marine  vessel and 19  railcars  with a carrying
     value of $6.2 million.  As of December 31, 1998, all owned equipment in the
     Fund's  portfolio  was  either  on lease  or  operating  in  PLM-affiliated
     short-term  trailer  rental  facilities,  except for three  railcars with a
     carrying value of $37,000.

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

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





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

6.   Equipment (continued)

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

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

7.   Investments in Unconsolidated Special-Purpose Entities

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

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

     <S>                                                                   <C>                    <C>
     61% interest in an entity owning a mobile offshore drilling unit      $         7,530        $           8,223
     50% interest in a trust owning an MD-82 stage III commercial
               aircraft                                                              5,613                    6,441
     50% interest in a trust owning an MD-82 stage III commercial
               aircraft                                                              2,612                    3,342
     50% interest in a trust owning a cargo marine vessel                            1,210                    1,265
     25% interest in a trust that owned four 737-200A stage II
               commercial aircraft                                                     106                      137
     25% interest in a trust that owned four 737-200A stage II
               commercial aircraft                                                      81                      110
     33% interest in two trusts that owned a total of three 737-200A
               stage II commercial aircraft, two stage II aircraft engines,
               and a portfolio of aircraft rotables                                     --                    3,929
                                                                           --------------------------------------------
         Net investments                                                   $        17,152        $          23,447
                                                                           ============================================
</TABLE>

     During the six months ended June 30, 1999,  the Manager sold the Fund's 33%
     interest  in two  trusts  that  owned a total  of three  737-200A  stage II
     commercial  aircraft,  two stage II aircraft  engines,  and a portfolio  of
     aircraft  rotables.  The trusts were sold for  proceeds of $7.1 million for
     its net investment of $3.8 million.









                     (This space intentionally left blank.)





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

8.   Operating Segments

     The Fund  operates  in five  different  segments:  marine  vessel  leasing,
     aircraft leasing,  railcar leasing,  trailer leasing,  and marine container
     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                                        Marine
                                       Vessel     Aircraft    Railcar    Trailer   Container      All
For the quarter ended June 30, 1999    Leasing    Leasing     Leasing    Leasing    Leasing     Other<F1>1     Total



<S>                                  <C>        <C>          <C>         <C>       <C>          <C>           <C>
REVENUES
 Lease revenue                       $  2,175   $  1,014     $    923    $    927  $    373     $    --       $ 5,412
 Interest income and other                  1          2           --          --        --          33            36
 Net gain on disposition
  of equipment                             --         --           22           5        --          --            27
  Total revenues                        2,176      1,016          945         932       373          33         5,475

COSTS AND EXPENSES
Operations support                        861          7          185         208        --          12         1,273
Depreciation and amortization           1,503        643          435         362       377           4         3,324
Interest expense                           --         --           --          --        --         463           463
Management fees to affiliate              109         51           61          48        18          --           287
General and administrative expenses        13          6           18         214        --         150           401
                                   ---------------------------------------------------------------------------------------
Total costs and expenses                2,486        707          699         832       395         629         5,748
                                   ---------------------------------------------------------------------------------------
Equity in net income (loss) of USPEs       12       (317)          --          --        --         310             5
                                   ---------------------------------------------------------------------------------------
Net income (loss)                    $   (298)  $     (8)    $    246    $    100  $     (22)   $  (286)      $  (268)
                                   =======================================================================================

Total assets as of June 30, 1999     $  34,896  $  14,902    $ 12,176    $  8,316  $   9,815    $ 10,613      $ 90,718
                                   =======================================================================================

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


REVENUES
Lease revenue                        $  1,810   $   1,245    $  1,031     $   920  $      --    $  5,006
Interest income and other                  13           3          --          --         76          92
Net gain on disposition
of equipment                               --       2,710          --           3         --       2,713
Total revenues                          1,823       3,958       1,031         923         76       7,811

Costs and expenses
Operations support                        597          10         146         154         11         918
Depreciation and amortization           1,225       1,233         506         434         26       3,424
Interest expense                           --          --          --          --        458         458
Management fees to affiliate               63          56          64          92         --         275
General and administrative expenses        52          31          40         231        180         534
Total costs and expenses                1,937       1,330         756         911        675       5,609
Equity in net income (loss) of USPEs      (91)      3,006          --          --         99       3,014
Net income (loss)                    $   (205)  $   5,634    $    275     $    12  $    (500)   $  5,216
                                     =====================================================================
Total assets as of June 30, 1998     $ 39,706   $  23,227    $ 14,126     $10,038  $  15,286    $102,383
                                     ======================================================================

<FN>
-------------------------
<F1> 1 Includes  interest income and costs not identifiable to a particular
segment,   such  as  amortization  expense  and  interest  expense  and  certain
operations support, and general and administrative  expenses.  Also includes the
aggregate net income from an  investment  in an entity owning a mobile  offshore
drilling unit.
 </FN>
</TABLE>


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

8.  Operating Segments (continued)


<TABLE>
<CAPTION>
                                       Marine                                        Marine
                                       Vessel     Aircraft    Railcar    Trailer   Container      All
For the six months ended June 30, 1999 Leasing    Leasing     Leasing    Leasing    Leasing     Other<F1>1   Total



<S>                                  <C>        <C>          <C>         <C>         <C>           <C>          <C>
REVENUES
 Lease revenue                       $  4,805   $  2,028     $  1,905    $  1,774    $   373       $    --      $ 10,885
 Interest income and other                  1          5           --          --         --           114           120
 Net gain on disposition
  of equipment                             --         --            6           5         --            --            11
 Total revenues                         4,806      2,033        1,911       1,779        373           114        11,016

COSTS AND EXPENSES
 Operations support                     2,191         13          331         401         --            24         2,960
 Depreciation and amortization          3,006      1,286          873         724        377             8         6,274
 Interest expense                          --         --           --          --         --           916           916
 Management fees to affiliate             240        101          126         102         19            --           588
 General and administrative expenses       27         14           25         389         --           341           796
                                      ----------------------------------------------------------------------------------
 Total costs and expenses               5,464      1,414        1,355       1,616        396         1,289        11,534
                                      -----------------------------------------------------------------------------------
 Equity in net income (loss) of USPEs     (44)     2,485           --          --         --           611         3,052
                                      -----------------------------------------------------------------------------------
 Net income (loss) before cumulative effect
   of accounting change                  (702)     3,104         556          163        (23)         (564)        2,534
Cumulative effect of accounting change     --         --          --           --         --          (132)          132
Net income (loss)                    $   (702)  $  3,104     $   556     $    163    $   (23)      $  (696)     $  2,402
                                     ====================================================================================
Total assets as of June 30, 1999     $  34,896  $  14,902    $ 12,176   $ 8,316      9,815         $ 10,613     $ 90,718
                                     ====================================================================================
</TABLE>



<TABLE>
<CAPTION>

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

<S>                                  <C>        <C>          <C>         <C>          <C>           <C>
REVENUES
 Lease revenue                       $  3,079   $  2,510     $  1,985    $  1,726     $    --       $  9,300
 Interest income and other                 13          7           --          --         269            289
 Net gain on disposition
  of equipment                             --      2,710           22           9          --          2,741
 Total revenues                         3,092      5,227        2,007       1,735         269         12,330

COSTS AND EXPENSES
 Operations support                       908         23          229         285          23          1,468
 Depreciation and amortization          1,986      2,488        1,010         869          53          6,406
 Interest expense                          --         --           --          --         916            916
 Management fees to affiliate             155        111          131         115          --            512
 General and administrative expenses       79         40           27         426         317            889
                                   ---------------------------------------------------------------------------
   Total costs and expenses             3,128      2,662        1,397       1,695       1,309         10,191
                                   ---------------------------------------------------------------------------
 Equity in net income (loss) of USPEs    (217)     5,446           --          --         242          5,471
                                   ---------------------------------------------------------------------------
 Net income (loss)                   $   (253)  $  8,011     $    610    $     40     $  (798)      $  7,610
                                   ===========================================================================
Total assets as of June 30, 1998     $ 39,706   $ 23,227     $ 14,126    $ 10,038     $15,286       $102,383
                                   ===========================================================================
<FN>
------------------

<F1>1  Includes  interest  income  and costs not  identifiable  to a  particular
segment,   such  as  amortization  expense  and  interest  expense  and  certain
operations support, and general and administrative  expenses.  Also includes the
aggregate net income from an  investment  in an entity owning a mobile  offshore
drilling unit.

</FN>
</TABLE>


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

9.   Debt

     The Manager has  entered  into a  short-term,  joint $24.5  million  credit
     facility (the Committed  Bridge Facility) on behalf of the Fund that is due
     to expire on December 14, 1999. Among the eligible borrowers, TEC Acquisub,
     Inc., an indirect wholly-owned  subsidiary of PLM International,  Inc., had
     borrowings  of $10.4  million  under the  short-term  joint,  $24.5 million
     credit  facility as of June 30, 1999.  No other  eligible  borrower had any
     outstanding borrowings.

     The Manager believes it will be able to renew the Committed Bridge Facility
     upon its  expiration  with similar terms as those in the current  Committed
     Bridge Facility.

10.  Net Income Per Weighted-Average Class A Unit

     Net income per  weighted-average  Class A unit was computed by dividing net
     income  attributable to Class A members by the  weighted-average  number of
     Class A units deemed outstanding  during the period.  The  weighted-average
     number of Class A units deemed  outstanding during the three and six months
     ended June 30, 1999 were 4,989,303 units and 4,982,528 units, respectively.
     The weighted-average  number of Class A units deemed outstanding during the
     three and six months ended June 30, 1998 was 4,999,581 units.

11.  Cumulative Effect of Accounting Change

     In April 1998,  the  American  Institute of  Certified  Public  Accountants
     issued  Statement  of Position  98-5,  'Reporting  on the Costs of Start-Up
     Activities,"  which  requires  costs  related to start-up  activities to be
     expensed as incurred.  The statement  requires that initial  application be
     reported as a cumulative  effect of a change in accounting  principle.  The
     Fund adopted this statement during the first quarter of 1999, at which time
     it took a $0.1  million  charge,  related to start-up  costs of Fund.  This
     charge had the effect of reducing net income per  weighted-average  Class A
     unit by $0.03 for the six months ended June 30, 1999.












                     (This space intentionally left blank.)




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

(I) RESULTS OF OPERATIONS

Comparison of the  Professional  Lease  Management  Income Fund I, L.L.C.'s (the
Fund's) Operating Results for the Three Months Ended June 30, 1999 and 1998

(A) Owned Equipment Operations

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

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

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


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

Aircraft:  Aircraft  lease  revenues and direct  expenses  were $1.0 million and
$7,000,  respectively,  for the second quarter of 1999, compared to $1.2 million
and  $10,000,   respectively,   during  the  same  quarter  of  1998.   Aircraft
contribution  decreased due to the sale of an aircraft in the second  quarter of
1998.

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

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

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

(B) Interest and Other Income

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

(C) Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses of $4.5  million  for the quarter  ended June 30, 1999
decreased from $4.7 million for the same period in 1998.  Significant  variances
are explained as follows:

     (1) A $0.1 million decrease in depreciation and amortization  expenses from
1998 levels reflects the sale of certain assets during 1999 and 1998 and the use
of the  double-declining  balance  depreciation  method which results in greater
depreciation  the  first  years an  asset  is  owned,  partially  offset  by the
additional  depreciation  expense from the purchase of equipment during 1999 and
1998.

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

(D)  Net Gain on Disposition of Owned Equipment

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

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

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

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

Mobile offshore drilling unit    $    310          $     99
Marine vessel                          12               (91)
Aircraft                             (317)            3,006
  Equity in Net Income of USPEs  $      5          $  3,014
                                =================================

Aircraft:  As of June 30, 1999, the Fund owned interests in two trusts that each
own a commercial  aircraft.  As of June 30, 1998, the Company owned interests in
two trusts that each own a  commercial  aircraft,  and an interest in two trusts
that own three commercial  aircraft,  two aircraft  engines,  and a portfolio of
aircraft  rotables.  During the second quarter of 1999,  aircraft lease revenues
were $0.5 million which were offset by expenses of $0.8 million. During the same
period in 1998,  aircraft  revenues were $1.1 million and the gain from the sale
of the Fund's  interest in a trust that owned four  commercial  aircraft of $3.6
million was offset by expenses of $1.7 million.  Lease  revenues  decreased $0.7
million  due to the sale of the Fund's  investment  in a trust  containing  four
commercial aircraft,  the sale of the Fund's investment in two trusts that owned
three 737-200A Stage II commercial aircraft,  two stage II aircraft engines, and
a portfolio of aircraft rotables. The decrease in lease revenues caused by these
sales was offset, in part, by $0.1 million in additional lease revenues from the
purchase of a trust owning a MD-82 commercial aircraft during the second quarter
of 1998.  The  decrease in expenses of $0.9 million was  primarily  due to lower
depreciation  expense relating to the sale of the Fund's interest in four trusts
and the  result of the double  declining-balance  method of  depreciation  which
results in greater  depreciation in the first years an asset is owned offset, in
part, by the Fund's investment in two additional trusts during 1998.

Mobile  offshore  drilling  unit: As of June 30, 1999 and 1998,  the Fund had an
interest in an entity that owns a mobile offshore drilling unit. Mobile offshore
drilling  unit  revenues  and  expenses  were  $0.7  million  and $0.4  million,
respectively,  for the second quarter of 1999, compared to $0.6 million and $0.5
million,  respectively,  during the same quarter of 1998. The increase in mobile
offshore  drilling  unit  contribution  is due to an  increase in the lease rate
during  1999  and  lower  depreciation   expense  as  a  result  of  the  double
declining-balance  method of depreciation which results in greater  depreciation
in the first years an asset is owned.

Marine  vessel:  As of June 30,  1999 and 1998,  the Fund had an  interest in an
entity that owns a marine vessel.  Marine vessel revenues and expenses were $0.2
million and $0.2 million, respectively, for the second quarter of 1999, compared
to $0.3 million and $0.4 million, respectively,  during the same period in 1998.
Lease  revenue  decreased  in the second  quarter of 1999  compared  to the same
period in 1998, due to lower  re-lease rates as a result of a weak  bulk-carrier
vessel market. Expenses decreased due primarily to lower depreciation expense as
a result of the double-declining balance method of depreciation which results in
greater depreciation in the first years an asset is owned.

(F) Net Income (Loss)

As a result  of the  foregoing,  the Fund had net loss of $0.3  million  for the
second  quarter of 1999,  compared to net income of $5.2 million during the same
period of 1998.  The Fund's  ability to acquire,  operate and liquidate  assets,
secure leases,  and re-lease those assets whose leases expire is subject to many
factors.  Therefore, the Fund's performance in the second quarter of 1999 is not
necessarily  indicative of future  periods.  In the second  quarter of 1999, the
Fund distributed $2.5 million to Class A members, or $0.50 per  weighted-average
Class A unit.

Comparison of the the Fund's Operating Results for the Six Months Ended June 30,
1999 and 1998

(A) Owned Equipment Operations

Lease  revenues  less  direct  expenses  (defined  as repairs  and  maintenance,
equipment operating,  and asset-specific  insurance expenses) on owned equipment
increased during the six months ended June 30, 1999, compared to the same period
of 1998.  Gains or losses from the sale of equipment,  interest and other income
and certain  expenses  such as  depreciation  and  amortization  and general and
administrative  expenses  relating to the operating  segments (see Note 8 to the
financial  statements),  are  not  included  in the  owned  equipment  operation
discussion  because they are  indirect in nature and not a result of  operations
but the result of owning a portfolio of equipment.  The following table presents
lease revenues less direct expenses by segment (in thousands of dollars):

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

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


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

Aircraft:  Aircraft  lease  revenues and direct  expenses  were $2.0 million and
$13,000,  respectively, for the six months ended June 30, 1999, compared to $2.5
million and  $23,000,  respectively,  during the same  period of 1998.  Aircraft
contribution  decreased due to the sale of an aircraft in the second  quarter of
1998.

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

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

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

(B) Interest and Other Income

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

(C) Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses of $8.6 million for the six months ended June 30, 1999
decreased from $8.7 million for the same period in 1998.  Significant  variances
are explained as follows:

     (1) A $0.1 million decrease in depreciation and amortization  expenses from
1998 levels reflects the sale of certain assets during 1999 and 1998 and the use
of the  double-declining  balance  depreciation  method which results in greater
depreciation  the  first  years an  asset  is  owned,  partially  offset  by the
additional  depreciation  expense from the purchase of equipment during 1999 and
1998.

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

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




(D) Net Gain on Disposition of Owned Equipment

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

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

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

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

Aircraft                                         $  2,484          $  5,446
Mobile offshore drilling unit                         612               242
Marine vessel                                         (44)             (217)
       Equity in Net Income of USPEs             $  3,052          $  5,471
                                                 ===============================

Aircraft:  As of June 30, 1999, the Fund owned interests in two trusts that each
own a commercial  aircraft.  As of June 30, 1998, the Company owned interests in
two trusts that each own a  commercial  aircraft,  and an interest in two trusts
that own three commercial  aircraft,  two aircraft  engines,  and a portfolio of
aircraft  rotables.  During the six months ended June 30, 1999,  aircraft  lease
revenues were $1.1 million and the gain from the sale of the Fund's  interest in
two trusts that owned three commercial  aircraft,  two aircraft  engines,  and a
portfolio  of aircraft  rotables of $3.3  million was offset by expenses of $1.9
million. During the six months ended June 30, 1998, aircraft lease revenues were
$2.5 million and the gain from the sale of the Company's  interest in two trusts
that owned  commercial  aircraft of $6.3  million was offset by expenses of $3.3
million.  Lease  revenues  decreased  $1.7 million due to the sale of the Fund's
investment in two trusts  containing  ten commercial  aircraft,  the sale of the
Fund's  investment in two trusts that owned three  737-200A  Stage II commercial
aircraft,  two stage II aircraft engines,  and a portfolio of aircraft rotables.
The decrease in lease  revenues  caused by these sales was offset,  in part,  by
$0.3 million in  additional  lease  revenue from the purchase of two  additional
trusts each containing a MD-82 commercial  aircraft during 1998. The decrease in
expenses  of $1.4  million  was  primarily  due to  lower  depreciation  expense
relating to the sale of the Fund s interest in four trusts and the result of the
double  declining-balance  method  of  depreciation  which  results  in  greater
depreciation in the first years an asset is owned offset, in part, by the Fund's
investment in two additional trusts during 1998.

Mobile  offshore  drilling  unit: As of June 30, 1999 and 1998,  the Fund had an
interest in an entity that owns a mobile offshore drilling unit. Mobile offshore
drilling  unit  revenues  and  expenses  were  $1.4  million  and $0.8  million,
respectively,  for the six months ended June 30, 1999,  compared to $1.2 million
and $1.0 million, respectively,  during the same period of 1998. The increase in
mobile  offshore  drilling unit  contribution is due to an increase in the lease
rate  during  1999 and lower  depreciation  expense  as a result  of the  double
declining-balance  method of depreciation which results in greater  depreciation
in the first years an asset is owned.

Marine  vessel:  As of June 30,  1999 and 1998,  the Fund had an  interest in an
entity that owns a marine vessel.  Marine vessel revenues and expenses were $0.4
million and $0.5 million,  respectively, for the six months ended June 30, 1999,
compared to $0.6 million and $0.8 million, respectively,  during the same period
in 1998. Lease revenue  decreased in the six months ended June 30, 1999 compared
to the same period in 1998,  due to lower  re-lease  rates as a result of a weak
bulk-carrier   vessel  market.   Expenses   decreased  due  primarily  to  lower
depreciation  expense  as a result  of the  double-declining  balance  method of
depreciation  which results in greater  depreciation in the first years an asset
is owned.

(F) Cumulative effect of accounting change

In April 1998, the American  Institute of Certified  Public  Accountants  issued
Statement of Position  98-5,  "Reporting  on the Costs of Start-Up  Activities,"
which requires costs related to start-up  activities to be expensed as incurred.
The  statement  requires  that initial  application  be reported as a cumulative
effect of a change in  accounting  principle.  The Fund adopted  this  statement
during the six months ended June 30, 1999,  at which time it took a $0.1 million
charge,  related to  start-up  costs of the Fund.  This charge had the effect of
reducing  net  income  per  weighted-average  Class A unit by $0.03  for the six
months ended June 30, 1999.

(G) Net Income

As a result of the  foregoing,  the Fund had net income of $2.4  million for the
six months  ended June 30, 1999,  compared to net income of $7.6 million  during
the same period of 1998.  The Fund's  ability to acquire,  operate and liquidate
assets,  secure leases, and re-lease those assets whose leases expire is subject
to many factors.  Therefore, the Fund's performance in the six months ended June
30, 1999 is not  necessarily  indicative  of future  periods.  In the six months
ended June 30, 1999, the Fund  distributed  $5.0 million to Class A members,  or
$1.00 per weighted-average Class A unit.

(II) FINANCIAL CONDITION - CAPITAL RESOURCES AND LIQUIDITY

For the six months ended June 30, 1999,  the Fund  generated  operating  cash of
$7.3 million (net cash provided by operating  activities,  plus  non-liquidating
distributions  from USPEs) to meet its  operating  obligations  and maintain the
current  level of  distributions  (total for six months  ended June 30,  1999 of
approximately $5.9 million) to the partners.

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

During the six months ended June 30, 1999, PLM Financial Services,  Inc. (FSI or
the Manager),  a wholly-owned  subsidiary of PLM  International,  Inc.,  sold or
disposed of Fund owned equipment and investments in USPEs and received aggregate
proceeds of $7.2 million.

Lessee  deposits and reserve for repairs  increased  $0.8 million during the six
months  ended June 30, 1999  compared to December 31, 1998 due to an increase of
$0.4 million in security deposits and an increase of $0.5 million in reserve for
repairs,  offset,  in part,  by a decrease  of $0.1  million  in  prepaid  lease
revenue.

The Manager has entered into a short-term  joint $24.5 million credit  facility.
As of August 2, 1999, TEC Acquisub, Inc., an indirect wholly-owned subsidiary of
PLM  International,  Inc.,  had borrowings of $17.3 million under the short-term
joint  $24.5  million  credit  facility.  No  other  eligible  borrower  had any
outstanding borrowings.

(III) EFFECTS OF YEAR 2000

It is possible that the Manager's currently installed computer systems, software
products,  and other business systems,  or those of the Fund's vendors,  service
providers,  and customers,  working  either alone or in  conjunction  with other
software or systems,  may not accept  input of,  store,  manipulate,  and output
dates on or after January 1, 2000 without error or  interruption,  a possibility
commonly  known  as the  "Year  2000"  or  "Y2K"  problem.  As the  Fund  relies
substantially  on the  Manager's  software  systems,  applications  and  control
devices in operating and  monitoring  significant  aspects of its business,  any
Year 2000 problem  suffered by the Manager could have a material  adverse effect
on the Fund's business, financial condition and results of operations.

The Manager has  established a special Year 2000  oversight  committee to review
the impact of Year 2000  issues on its  business  systems in order to  determine
whether such systems will retain  functionality  after  December 31, 1999. As of
June 30, 1999, the Manager has completed Inventory, Assessment,  Remediation and
Testing Stages of its Year 2000 review of its core business information systems.
Specifically,  the Manager (a) has integrated  Year  2000-compliant  programming
code  into  its  existing   internally   customized  and  internally   developed
transaction  processing  software  systems and (b) the Manager's  accounting and
asset  management  software  systems  have been made  Year  2000  compliant.  In
addition,  numerous  other  software  systems  provided  by vendors  and service
providers  have been replaced with systems  represented by the vendor or service
provider  to be  Year  2000  functional.  These  systems  will be  fully  tested
September by 30, 1999 and are expected to be compliant.

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

Some risks  associated  with the Year 2000 problem are beyond the ability of the
Fund or Manager to  control,  including  the extent to which  third  parties can
address  the Year 2000  problem.  The  Manager is  communicating  with  vendors,
services providers,  and customers in order to assess the Year 2000 readiness of
such parties and the extent to which the Fund is vulnerable  to any  third-party
Year 2000 issues.  As part of this process,  vendors and service  providers were
ranked in terms of the relative  importance of the service or product  provided.
All service providers and vendors who were identified as medium to high relative
importance were surveyed to determine Year 2000 status. The Manager has received
satisfactory  responses to Year 2000 readiness  inquiries from surveyed  service
providers and vendors.

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

There can be no  assurance  that the  software  systems of such  parties will be
converted or made Year 2000 compliant in a timely manner. Failure by the Manager
or such other parties to make their respective systems Year 2000 compliant could
have a material adverse effect on the business,  financial position, and results
of  operations  of the Fund.  The Manager has made and will  continue an ongoing
effort to recognize and evaluate potential exposure relating to third-party Year
2000 noncompliance. The Manager will implement a contingency plan if the Manager
determines that third-party  noncompliance  would have a material adverse effect
on the Fund's business, financial position, or results of operation.

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

(IV) ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial  Accounting  Standards  Board (FASB) issued SFAS No.
133, "Accounting  for Derivative  Instruments  and Hedging  Activities,"  which
standardizes  the  accounting  for  derivative  instruments,  including  certain
derivative instruments embedded in other contracts,  by requiring that an entity
recognize  those items as assets or  liabilities  in the  statement of financial
position and measure them at fair value.

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

(V) OUTLOOK FOR THE FUTURE

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

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

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

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

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

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

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

(VI) FORWARD-LOOKING INFORMATION

Except for the historical  information  contained herein, the discussion in this
Form  10-Q   contains   forward-looking   statements   that  involve  risks  and
uncertainties, such as statements of the Fund's plans, objectives, expectations,
and intentions.  The cautionary statements made in this Form 10-Q should be read
as being  applicable  to all related  forward-looking  statements  wherever they
appear in this Form 10-Q. The Fund's actual results could differ materially from
those discussed here.



ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Fund's  primary market risk exposure is that of currency  devaluation  risk.
During  the six months  ended  June 30,  1999,  78% 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.)



                           PART II - OTHER INFORMATION



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  None.

         (b)      Reports on Form 8-K

                  None.






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


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




Date: August 4, 1999       By:  /s/ Richard K Brock
                                Richard K Brock
                                Vice President and
                                Corporate Controller