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



     [X]  Annual  Report  Pursuant  to  Section  13 or 15(d)  of the  Securities
          Exchange Act of 1934 For the fiscal year ended December 31, 2001.

     [x]  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 01-19203
                             -----------------------



                           PLM EQUIPMENT GROWTH FUND V
             (Exact name of registrant as specified in its charter)


              California                                  94-3104548
    (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                    Identification No.)

         120 Montgomery Street
     Suite 1350, San Francisco, CA                           94104
         (Address of principal                            (Zip code)
          executive offices)


        Registrant's telephone number, including area code (415) 445-3201
                             -----------------------


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 ______

Aggregate market value of voting stock:  N/A
                                         ---

An index of exhibits filed with this Form 10-K is located on page 24.

Total number of pages in this report:  72.


<PAGE>



                                     PART I

ITEM 1. BUSINESS

(A) Background

In November 1989, PLM Financial Services,  Inc. (FSI or the General Partner),  a
wholly owned subsidiary of PLM International,  Inc. (PLM International or PLMI),
filed a  Registration  Statement  on Form S-1 with the  Securities  and Exchange
Commission with respect to a proposed offering of 10,000,000 limited partnership
units (the units)  including  2,500,000  optional units, in PLM Equipment Growth
Fund V, a California limited  partnership (the Partnership,  the Registrant,  or
EGF  V).  The  Registration  Statement  also  proposed  offering  an  additional
1,250,000  Class B units through a reinvestment  plan.  The General  Partner has
determined that it will not adopt this  reinvestment  plan for the  Partnership.
The  Partnership's  offering became effective on April 11, 1990. FSI, as General
Partner,  owns a 5% interest in the Partnership.  The Partnership engages in the
business of investing in a diversified  equipment portfolio consisting primarily
of  used,  long-lived,   low-obsolescence   capital  equipment  that  is  easily
transportable by and among prospective users.

The  Partnership  was formed to engage in the  business of owning and managing a
diversified  pool of used and new  transportation-related  equipment and certain
other items of equipment.

The Partnership's primary objectives are:

     (1) to maintain a diversified portfolio of low-obsolescence  equipment with
long lives and high residual  values which were  purchased with the net proceeds
of the initial Partnership offering, supplemented by debt financing, and surplus
operating cash during the investment phase of the Partnership.  All transactions
over $1.0  million  must be approved by the PLMI Credit  Review  Committee  (the
Committee)  which  is  made  up of  members  of  PLMI's  senior  management.  In
determining a lessee's  creditworthiness,  the Committee  will  consider,  among
other factors, the lessee's financial  statements,  internal and external credit
ratings, and letters of credit;

     (2) to generate sufficient net operating cash flow from lease operations to
meet liquidity  requirements  and to generate cash  distributions to the limited
partners  until  such  time  as  the  General  Partner   commences  the  orderly
liquidation of the  Partnership  assets or unless the  Partnership is terminated
earlier upon sale of all Partnership property or by certain other events;

     (3) to selectively  sell equipment when the General Partner  believes that,
due to market conditions,  market prices for equipment exceed inherent equipment
values or expected  future  benefits  from  continued  ownership of a particular
asset.  Proceeds from these sales, together with excess net operating cash flows
from  operations (net cash provided by operating  activities plus  distributions
from  unconsolidated  special-purpose  entities  (USPEs)  are used to repay  the
Partnership's  outstanding  indebtedness and for  distributions to the partners;
and

     (4) to  preserve  and protect the value of the  portfolio  through  quality
management, maintaining diversity, and constantly monitoring equipment markets.

The offering of units of the  Partnership  closed on December  23,  1991.  As of
December 31, 2001, there were 8,533,465 units  outstanding.  The General Partner
contributed $100 for its 5% general partner interest in the Partnership.

As a result of the amendment to the Partnership's  Limited Partnership Agreement
made pursuant to a court approved class action  settlement,  the Partnership may
reinvest its cash flow,  surplus cash, and equipment sale proceeds in additional
equipment, consistent with the objectives of the Partnership, until December 31,
2004. The Partnership will terminate on December 31, 2010.


<PAGE>


Table 1, below,  lists the  equipment  and the original cost of equipment in the
Partnership's  portfolio and the Partnership's  proportional  share of equipment
owned by  unconsolidated  special-purpose  entities as of December  31, 2001 (in
thousands of dollars):
<TABLE>
<CAPTION>
                                     TABLE 1

 Units          Type                                                     Manufacturer                 Cost
---------------------------------------------------------------------------------------------------------------

Owned equipment held for operating leases:

<S>    <C>                                                                                         <C>
       3  737-200 Stage II commercial aircraft                     Boeing                          $  16,049
       2  737-200A Stage III commercial aircraft                   Boeing                             12,920
       1  DC-9-32 Stage III commercial aircraft                    McDonnell Douglas                  12,827
       2  DHC-8-102 commuter aircraft                              DeHavilland                         7,628
       1  DHC-8-300 commuter aircraft                              DeHavilland                         5,748
     153  Pressurized tank railcars                                ACF/RTC                             4,080
     109  Non-pressurized tank railcars                            GATX                                3,170
     118  Covered hopper railcars                                  Various                             2,796
      43  Mill gondola railcars                                    Bethlehem Steel                     1,219
     396  Various marine containers                                Various                             3,648
      74  Refrigerated marine containers                           Various                             1,411
     145  Piggyback refrigerated trailers                          Oshkosh                             2,215
                                                                                                   ----------
              Total owned equipment held for operating leases                                      $  73,711 (1)
                                                                                                   ==========

Equipment owned by unconsolidated special-purpose entities:

    0.48  Product tanker                                           Boelwerf-Temse                  $   9,492 (2)
    0.50  Product tanker                                           Kaldnes M/V                         8,249 (2)
    0.25  Equipment on direct finance lease:
            Two DC-9 Stage III commercial aircraft                 McDonnell Douglas                   3,005 (3)
                                                                                                   ----------
          Total investments in unconsolidated special-purpose entities                             $  20,746 (1)
                                                                                                   ==========


(1). Includes equipment and investments purchased with the proceeds from capital
     contributions,  undistributed  cash flow from  operations,  and Partnership
     borrowings.   Includes  costs  capitalized,   subsequent  to  the  date  of
     acquisition,  and  equipment  acquisition  fees paid to PLM  Transportation
     Equipment  Corporation  (TEC),  a wholly  owned  subsidiary  of FSI, or PLM
     Worldwide  Management  Services  (WMS),  a wholly owned  subsidiary  of PLM
     International.  All equipment  was used  equipment at the time of purchase,
     except 150 piggyback refrigerated trailers.

(2)  Jointly owned: EGF V and an affiliated program.

(3)  Jointly owned: EGF V and two affiliated programs.
</TABLE>

Equipment is generally  leased under  operating  leases for a term of one to six
years  except for marine  vessels  operating  on voyage  charter or time charter
which  are  usually  leased  for less than one year.  The  Partnership's  marine
containers  are leased to operators of  utilization-type  leasing  pools,  which
include  equipment owned by unaffiliated  parties.  In such instances,  revenues
received  by the  Partnership  consist of a  specified  percentage  of  revenues
generated by leasing the pooled equipment to sublessees, after deducting certain
direct operating expenses of the pooled equipment. Lease revenues for intermodal
trailers are based on a per-diem lease in the free running  interchange with the
railroads. Rents for all other equipment are based on fixed rates.

The lessees of the  equipment  include  but are not limited to: Aero  California
Airline, Air Canada, Coastal Chemical,  Inc., Husky Energy Marketing,  Inc., and
Potash Corp., Trans Ocean LTD, and Varig Aerea Rio-Grandense.

(B) Management of Partnership Equipment

The  Partnership  has entered into an equipment  management  agreement  with PLM
Investment  Management,  Inc.  (IMI), a wholly owned  subsidiary of FSI, for the
management  of  the  Partnership's   equipment.   The  Partnership's  management
agreement with IMI is to co-terminate with the dissolution of



<PAGE>


the  Partnership,  unless the limited  partners  vote to terminate the agreement
prior to that date or at the discretion of the General  Partner.  IMI has agreed
to perform  all  services  necessary  to manage the  equipment  on behalf of the
Partnership and to perform or contract for the performance of all obligations of
the lessor under the Partnership's leases. In consideration for its services and
pursuant to the partnership  agreement,  IMI is entitled to a monthly management
fee (see Notes 1 and 2 to the audited financial statements).

(C) Competition

(1) Operating Leases versus Full Payout Leases

Generally,  the equipment  owned or invested in by the Partnership is leased out
on an  operating  lease  basis  wherein  the rents  received  during the initial
noncancelable  term of the lease are  insufficient to recover the  Partnership's
purchase  price of the  equipment.  The short- to mid-term  nature of  operating
leases  generally  commands a higher  rental rate than  longer-term  full payout
leases and offers lessees relative flexibility in their equipment commitment. In
addition, the rental obligation under an operating lease need not be capitalized
on the lessee's balance sheet.

The Partnership  encounters  considerable  competition from lessors that utilize
full payout leases on new equipment,  i.e.,  leases that have terms equal to the
expected  economic  life  of  the  equipment.  While  some  lessees  prefer  the
flexibility offered by a shorter-term  operating lease, other lessees prefer the
rate  advantages  possible with a full payout lease.  Competitors may write full
payout  leases  at  considerably  lower  rates  and for  longer  terms  than the
Partnership offers, or larger competitors with a lower cost of capital may offer
operating leases at lower rates,  which may put the Partnership at a competitive
disadvantage.

(2) Manufacturers and Equipment Lessors

The Partnership competes with equipment manufacturers who offer operating leases
and full payout leases.  Manufacturers may provide  ancillary  services that the
Partnership  cannot offer, such as specialized  maintenance  service  (including
possible substitution of equipment),  training,  warranty services, and trade-in
privileges.

The  Partnership  also  competes  with many  equipment  lessors,  including  ACF
Industries,  Inc.  (Shippers Car Line Division),  GATX Corp.,  General  Electric
Railcar  Services  Corporation,   General  Electric  Capital  Aviation  Services
Corporation, Xtra Corporation, and other investment programs that lease the same
types of equipment.

(D) Demand

The Partnership currently operates in the following operating segments: aircraft
leasing,  railcar leasing, marine container leasing, product tanker leasing, and
intermodal trailer leasing. Each equipment leasing segment engages in short-term
to  mid-term  operating  leases to a variety  of  customers.  The  Partnership's
equipment  and  investments  are  primarily  used  to  transport  materials  and
commodities, except for aircraft leased to passenger air carriers.

The following  section describes the international and national markets in which
the Partnership's capital equipment operates:

(1) Aircraft

(a) Commercial Aircraft

Prior to September 11, 2001,  Boeing and Airbus  Industries  predicted  that the
rate of growth in the demand for air transportation services would be relatively
robust  for the next 20  years.  Boeing's  prediction  was that the  demand  for
passenger  services  would grow at an average  rate of about 5% per year and the
demand for cargo  traffic  would grow at about 6% per year during  such  period.
Airbus'  numbers  were  largely  the  same at 5% and 6%,  respectively.  Neither
manufacturer  has  released  new  long-term  predictions;   however,  both  have
confirmed lower production rates as well as substantial reductions in their work
forces. Both manufacturers  experienced significant reductions in the numbers of
new  orders  for the  year  2001  (through  the end of  November),  with  Boeing
reporting  294 (as compared to 611 the previous  year) and Airbus  reporting 352
(as compared to 520 for the previous year).

Current Market: It is to be noted that even prior to the events on September 11,
2001 the worldwide airline industry  experienced  negative traffic growth, which
in itself is  unprecedented in peace time (it also happened during and after the
Gulf  War).  The  tragic  events  of  September  11,  2001 have  resulted  in an
unprecedented market situation for used commercial aircraft.  The major carriers
in the United  States (US) have  grounded  (or are in the process of  grounding)
approximately  20% of their  fleets,  causing the imbalance  between  supply and
demand  for  aircraft  seats to be  exacerbated.  In short,  the market for used
commercial aircraft is more negatively impacted than ever and is in un-chartered
territory. The Partnership's portfolio of aircraft has been severely impacted.

The Partnership owns 100% of six commercial  aircraft of which all are currently
on lease.  The lease for these aircraft  expires on October 30, 2002. The lessee
of these  aircraft is four  months in arrears  with its lease  payments  and has
notified the General  Partner that it wants to return the  aircraft.  The market
for Boeing 737-200  aircraft is very soft and the credit quality of the airlines
interested  in  this  type  of  aircraft  is,  generally  speaking,   poor.  The
Partnership  also  owns  25% of two  commercial  aircraft  that  are on a direct
finance lease. This lease has been renegotiated and the resulting  incoming cash
flow will be severely reduced.

(b) Commuter Aircraft

Regional  jets  continue  to be well  received in the  commuter  market and as a
result the demand for turboprops continues to diminish. Post September 11, 2001,
the market for turboprops has been largely unaffected, as the market was already
soft and the  availability of turboprops was already at high levels.  The market
is beginning to show some positive  sentiment as the majority of North  American
operators are seeking to retain most their  turboprops  as the smaller  capacity
and lower operating costs are proving  advantageous since passenger numbers have
fallen.  However,  most old vintage  turboprops  are being returned due to their
higher maintenance costs and higher downtime ratios.

The Partnership leases three commuter turboprops  containing 37 to 50 seats each
(two DHC8-100 aircraft and one DHC8-300  aircraft.) The  Partnership's  aircraft
possess  unique  performance  capabilities,  compared to most other  turboprops,
which  allow  them to  readily  operate  at  maximum  payloads  from  unimproved
surfaces,  hot-and-high  runways and short runways.  These  aircraft  operate in
North  America,  which  continues  to be a healthy  growth  market for  commuter
aircraft.

The Partnership's  turboprops  remained on lease throughout 2001 and their lease
rates were unaffected by market conditions. The current operator will return the
two DHC8-100  aircraft,  in accordance  with the lease,  at the end of February,
2002 and no replacement  lessee has yet been identified.  The  Partnership's one
DHC-300 aircraft will remain on lease through 2004.

(2) Product Tankers

The Partnership has  investments in two product  tankers,  one built in 1975 and
the other in 1985, which operate in international  markets carrying a variety of
commodity-type cargoes.  Demand for commodity-based  shipping is closely tied to
worldwide  economic growth patterns,  which can affect demand by causing changes
in volume on trade  routes.  The  General  Partner  operates  the  Partnership's
product  tankers in the spot  chartering  markets,  carrying mostly fuel oil and
similar  petroleum  distillates,  an approach that provides the  flexibility  to
adapt to changes in market conditions.

The market for product tankers  improved  throughout most of 2001, with dramatic
improvements  experienced  in the first and  second  quarters.  The  market  has
recently softened and the Partnership's  older vessel,  because of it's advanced
age, which affects the vessel's ability to operate in all markets,  has seen not
only lower rates but also periods of idle time. The Partnership's  newer product
tanker,  built in 1985,  has  continued  to operate  with very  little idle time
between charters, but at lower rates than experienced earlier in the year.

(3) Railcars

(a) Pressurized Tank Railcars

Pressurized  tank cars are used to transport  liquefied  petroleum  gas (natural
gas) and  anhydrous  ammonia  (fertilizer).  The US markets  for natural gas are
industrial  applications,  residential use,  electrical  generation,  commercial
applications,  and  transportation.  Natural gas consumption is expected to grow
over the next few years as most new electricity  generation capacity planned for
is expected to be natural gas fired. Within the fertilizer industry, demand is a
function of several  factors,  including  the level of grain  prices,  status of
government  farm subsidy  programs,  amount of farming  acreage and mix of crops
planted,  weather patterns,  farming practices,  and the value of the US dollar.
Population growth and dietary trends also play an indirect role.

On an  industry-wide  basis,  North American  carloadings of the commodity group
that includes  petroleum and chemicals  decreased over 5% compared to 2000. Even
with this decrease in  industry-wide  demand,  the  utilization  of this type of
railcar within the Partnership continued to be in the 98% range through 2001.

(b) General Purpose (Nonpressurized) Tank Railcars

These railcars are used to transport bulk liquid  commodities  and chemicals not
requiring pressurization, such as certain petroleum products, liquefied asphalt,
lubricating  oils,  molten sulfur,  vegetable oils, and corn syrup.  The overall
health of the market for these types of  commodities is closely tied to both the
US and  global  economies,  as  reflected  in  movements  in the Gross  Domestic
Product, personal consumption expenditures,  retail sales, and currency exchange
rates.  The  manufacturing,  automobile,  and  housing  sectors  are the largest
consumers of chemicals.  Within North America, 2001 carloadings of the commodity
group that  includes  chemicals  and  petroleum  products fell over 5% from 2000
levels. Utilization of the Partnership's nonpressurized tank cars decreased from
90% at the beginning of 2001 to 85% at year-end.

(c) Covered Hopper (Grain) Railcars

Demand for covered hopper railcars,  which are specifically  designed to service
the grain industry,  continued to experience  weakness during 2001;  carloadings
were down 2% when compared to 2000 volumes. The US agribusiness  industry serves
a domestic  market  that is  relatively  mature,  the future  growth of which is
expected to be consistent but modest.  Most domestic grain rail traffic moves to
food  processors,  poultry  breeders,  and feedlots.  The more  volatile  export
business, which accounts for approximately 30% of total grain shipments,  serves
emerging and developing  nations.  In these  countries,  demand for protein-rich
foods is growing more rapidly than in the US, due to higher population growth, a
rapid pace of  industrialization,  and rising disposable income.  Utilization of
the Partnership's  covered hopper railcars  decreased from 100% at the beginning
of 2001 to 96% at year-end.

(d) Mill Gondola Railcars

Mill gondola railcars are typically used to transport scrap steel for recycling
from steel processors to small steel mills called mini-mills. Demand for steel
is cyclical and moves in tandem with the growth or contraction of the overall
economy. Within the US, carloadings for the commodity group that includes scrap
steel decreased over 12% in 2001, when compared to 2000 volumes. Utilization of
the Partnership's Mill gondola railcars decreased from 100% at the beginning of
2001 to 2% at year-end.

(4) Marine Containers

The  Partnership's  fleet of both standard dry and specialized  containers is in
excess  of 12 years of age,  and is  generally  no  longer  suitable  for use in
international  commerce,  either due to its specific physical condition,  or the
lessees' preferences for newer equipment.  As individual containers are returned
from their  specific  lessees,  they are being  marketed  for sale on an "as is,
where is" basis.  The market for such sales,  although highly dependent upon the
specific location and type of container,  has softened somewhat in the last year
primarily due to the worldwide  recession.  In addition to this overall softness
in residual values, the Partnership has continued to experience reduced residual
values on the sale of refrigerated  containers,  due primarily to  technological
obsolescence associated with this equipment's refrigeration machinery.

(5) Intermodal (Piggyback) Trailers

Intermodal  trailers  are used to  transport  a variety  of dry goods by rail on
flatcars,  usually for  distances  of over 400 miles.  Over the past five years,
intermodal   trailers  have  continued  to  be  rapidly  displaced  by  domestic
containers  as  the  preferred   method  of  transport  for  such  goods.   This
displacement  occurs because  railroads  offer  approximately  20% lower freight
rates on domestic  containers compared to trailer rates. During 2001, demand for
intermodal  trailers was much more volatile than historic  norms.  Unusually low
demand  occurred  over the  second  half of the year  due to a  rapidly  slowing
economy and low rail freight rates for competing  53-foot  domestic  containers.
Due to the  decline  in demand,  which  occurred  over the latter  half of 2001,
shipments  for  the  year,  within  the  intermodal  trailer  market,   declined
approximately 10%, compared to the prior year. Average utilization of the entire
US intermodal  fleet rose from 73% in 1998 to 77% in 1999,  and then declined to
75% in 2000 and further declined to a record low of 63% in 2001.

The General  Partner  continued  its  aggressive  marketing  program in a bid to
attract new customers for the  Partnership's  intermodal  trailers  during 2001.
Even with these efforts,  average  utilization of the  Partnership's  intermodal
trailers for the year 2001 dropped 8% to approximately  73%, still 10% above the
national average.

The trend towards using domestic  containers  instead of intermodal  trailers is
expected to accelerate in the future. Overall,  intermodal trailer shipments are
forecast  to  decline  by 10%  to 15% in  2002,  compared  to  2001,  due to the
anticipated  continued weakness of the overall economy.  As such, the nationwide
supply of intermodal trailers is expected to have approximately  25,000 units in
surplus for 2002. For the  Partnership's  intermodal  fleet, the General Partner
will  continue  to seek to expand its  customer  base while  minimizing  trailer
downtime at repair shops and terminals.  Significant efforts will continue to be
undertaken to reduce maintenance costs and cartage costs.

(E) Government Regulations

The use,  maintenance,  and  ownership  of equipment  are  regulated by federal,
state, local, or foreign governmental  authorities.  Such regulations may impose
restrictions and financial burdens on the Partnership's  ownership and operation
of  equipment.  Changes in  governmental  regulations,  industry  standards,  or
deregulation  may also  affect  the  ownership,  operation,  and  resale  of the
equipment.  Substantial  portions of the Partnership's  equipment  portfolio are
either registered or operated internationally.  Such equipment may be subject to
adverse  political,   government,  or  legal  actions,  including  the  risk  of
expropriation  or loss arising from  hostilities.  Certain of the  Partnership's
equipment is subject to extensive  safety and operating  regulations,  which may
require its removal from service or extensive  modification of such equipment to
meet  these  regulations,   at  considerable  cost  to  the  Partnership.   Such
regulations include:

     (1) the US Oil  Pollution  Act of 1990,  which  established  liability  for
     operators and owners of marine vessels that create environmental pollution.
     This regulation has resulted in higher oil pollution  liability  insurance.
     The lessee of the equipment typically  reimburses the Partnership for these
     additional costs;

     (2) the US Department of  Transportation's  Aircraft  Capacity Act of 1990,
     which limits or  eliminates  the  operation of  commercial  aircraft in the
     United  States  that  do not  meet  certain  noise,  aging,  and  corrosion
     criteria.  In  addition,  under  US  Federal  Aviation  Regulations,  after
     December 31, 1999, no person may operate an aircraft to or from any airport
     in the  contiguous  United  States  unless that  aircraft has been shown to
     comply with Stage III noise levels.  The  Partnership has Stage II aircraft
     that do not meet  Stage  III  requirements.  These  Stage II  aircraft  are
     scheduled to be sold or  re-leased  in  countries  that do not require this
     regulation;

     (3) the Montreal  Protocol on  Substances  that Deplete the Ozone Layer and
     the U.S. Clean Air Act  Amendments of 1990,  which call for the control and
     eventual  replacement  of  substances  that  have  been  found  to cause or
     contribute  significantly  to harmful  effects on the  stratospheric  ozone
     layer and which are used extensively as refrigerants in refrigerated marine
     cargo; and

     (4) the US Department of Transportation's  Hazardous Materials  Regulations
     regulates  the  classification  and  packaging  requirements  of  hazardous
     materials that apply  particularly  to  Partnership's  tank  railcars.  The
     Federal  Railroad  Administration  has mandated that effective July 1, 2000
     all tank railcars must be  re-qualified  every ten years from the last test
     date stenciled on each railcar to insure tank shell  integrity.  Tank shell
     thickness,  weld seams, and weld attachments must be inspected and repaired
     if necessary to re-qualify  the tank railcar for service.  The average cost
     of this  inspection  is $3,600 for  jacketed  tank  railcars and $1,800 for
     non-jacketed  tank  railcars,  not including any  necessary  repairs.  This
     inspection is to be performed at the next scheduled tank test and every ten
     years thereafter. The Partnership currently owns 146 jacketed tank railcars
     and 116  non-jacketed  tank  railcars that will need  re-qualification.  To
     date, a total of 17 tank railcars have been  inspected  with no significant
     defects.

As of December  31,  2001,  the  Partnership  was in  compliance  with the above
governmental  regulations.  Typically,  costs  related  to  extensive  equipment
modifications to meet government regulations are passed on to the lessee of that
equipment.

ITEM 2. PROPERTIES

The Partnership  neither owns nor leases any properties other than the equipment
it has  purchased  and its  interests in entities that own equipment for leasing
purposes.  As of  December  31,  2001,  the  Partnership  owned a  portfolio  of
transportation  and related  equipment  and  investments  in equipment  owned by
unconsolidated special-purpose entities (USPEs) as described in Item 1, Table 1.
The Partnership acquired equipment with the proceeds of the Partnership offering
of $184.3  million  through the first  quarter of 1992,  proceeds  from the debt
financing of $38.0  million,  and by reinvesting a portion of its operating cash
flow in additional equipment.

The Partnership  maintains its principal office at 120 Montgomery Street,  Suite
1350, San Francisco, California 94104. All office facilities are provided by FSI
without reimbursement by the Partnership.

ITEM 3. LEGAL PROCEEDINGS

Two class action lawsuits which were filed against PLM International and various
of its wholly owned  subsidiaries  in January 1997 in the United States District
Court for the Southern District of Alabama, Southern Division (the court), Civil
Action No.  97-0177-BH-C  (the Koch action),  and June 1997 in the San Francisco
Superior Court, San Francisco,  California,  Case No. 987062 (the Romei action),
were fully resolved during the fourth quarter of 2001.

The named  plaintiffs were individuals who invested in PLM Equipment Growth Fund
IV (Fund IV), the Partnership  (Fund V), PLM Equipment Growth Fund VI (Fund VI),
and PLM  Equipment  Growth & Income  Fund VII  (Fund VII and  collectively,  the
Funds),  each a California  limited  partnership  for which PLMI's  wholly owned
subsidiary,  FSI, acts as the General Partner. The complaints asserted causes of
action  against  all  defendants  for fraud and deceit,  suppression,  negligent
misrepresentation,  negligent and intentional breaches of fiduciary duty, unjust
enrichment,   conversion,   conspiracy,   unfair  and  deceptive  practices  and
violations of state securities law.  Plaintiffs alleged that each defendant owed
plaintiffs  and the class  certain  duties due to their  status as  fiduciaries,
financial  advisors,  agents,  and  control  persons.  Based  on  these  duties,
plaintiffs   asserted  liability  against  defendants  for  improper  sales  and
marketing   practices,   mismanagement   of  the  Funds,   and  concealing  such
mismanagement  from  investors  in  the  Funds.  Plaintiffs  sought  unspecified
compensatory damages, as well as punitive damages.

In February  1999,  the parties to the Koch and Romei actions agreed to monetary
and equitable settlements of the lawsuits, with no admission of liability by any
defendant,  and filed a  Stipulation  of  Settlement  with the court.  The court
preliminarily  approved the settlement in August 2000, and information regarding
the  settlement  was sent to class members in September  2000. A final  fairness
hearing  was held on  November  29,  2000,  and on April 25,  2001,  the federal
magistrate  judge  assigned  to the case  entered  a Report  and  Recommendation
recommending  final  approval of the monetary and equitable  settlements  to the
federal district court judge. On July 24, 2001, the federal district court judge
adopted the Report and  Recommendation,  and entered a final judgment  approving
the settlements.  No appeal has been filed and the time for filing an appeal has
expired.

The monetary  settlement  provides  for a  settlement  and release of all claims
against defendants in exchange for payment for the benefit of the class of up to
$6.6  million,  consisting  of $0.3 million  deposited by PLMI and the remainder
funded by an insurance  policy.  The final settlement amount of $4.9 million (of
which PLMI's share was approximately $0.3 million) was accrued in 1999, paid out
in the fourth quarter of 2001 and was determined based upon the number of claims
filed by class  members,  the amount of attorneys'  fees awarded by the court to
plaintiffs'  attorneys,  and the amount of the administrative  costs incurred in
connection with the settlement.

The equitable  settlement  provides,  among other things, for: (a) the extension
(until  January 1, 2007) of the date by which FSI must complete  liquidation  of
the Funds' equipment,  except for Fund IV; (b) the extension (until December 31,
2004) of the period during which FSI can reinvest the Funds' funds in additional
equipment,  except  for Fund IV; (c) an  increase  of up to 20% in the amount of
front-end fees (including  acquisition and lease  negotiation  fees) that FSI is
entitled  to earn in excess  of the  compensatory  limitations  set forth in the
North American  Securities  Administrator's  Association's  Statement of Policy;
except for Fund IV; (d) a one-time  purchase  by each of Funds V, VI, and VII of
up to 10% of that partnership's outstanding units for 80% of net asset value per
unit as of  September  30,  2000;  and  (e) the  deferral  of a  portion  of the
management fees paid, except for Fund IV, to an affiliate of FSI until, if ever,
certain  performance  thresholds  have  been  met by the  Funds.  The  equitable
settlement  also  provides  for  payment of  additional  attorneys'  fees to the
plaintiffs'  attorneys  from Fund  funds in the  event,  if ever,  that  certain
performance  thresholds have been met by the Funds.  Following a vote of limited
partners  resulting in less than 50% of the limited partners of each of Funds V,
VI, and VII voting  against  such  amendments  and after  final  approval of the
settlement,  each of the Funds'  limited  partnership  agreement  was amended to
reflect these changes.  During the fourth quarter of 2001, the respective  Funds
purchased  limited  partnership  units from those  equitable  class  members who
submitted timely requests for purchase. Fund V agreed to purchase 594,820 of its
limited partnership units at a total cost of $2.5 million.

The  Partnership  is involved as plaintiff  or defendant in various  other legal
actions  incidental  to its  business.  Management  does not believe that any of
these  actions  will be  material  to the  financial  condition  or  results  of
operations of the Partnership.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Partnership's limited partners during
the fourth quarter of its fiscal year ended December 31, 2001.
















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<PAGE>


                                     PART II


ITEM 5.    MARKET FOR THE PARTNERSHIP'S EQUITY AND RELATED UNITHOLDER MATTERS

Pursuant  to the terms of the  partnership  agreement,  the  General  Partner is
entitled to 5% of the cash distributions of the Partnership. The General Partner
is the sole holder of such  interests.  Net income is  allocated  to the General
Partner to the extent necessary to cause the General  Partner's  capital account
to  equal  zero.  The  remaining  interests  in the  profits,  losses,  and cash
distributions  of the Partnership are allocated to the limited  partners.  As of
December  31,  2001,  there were 8,922  limited  partners  holding  units in the
Partnership.

There are several  secondary  markets in which limited  partnership units trade.
Secondary markets are characterized as having few buyers for limited partnership
interests and, therefore,  are generally viewed as inefficient  vehicles for the
sale of limited partnership units. Presently,  there is no public market for the
limited partnership units and none is likely to develop.

To prevent the units from being considered  publicly traded and thereby to avoid
taxation of the Partnership as an association treated as a corporation under the
Internal  Revenue Code, the limited  partnership  units will not be transferable
without  the  consent  of the  General  Partner,  which may be  withheld  in its
absolute discretion. The General Partner intends to monitor transfers of limited
Partnership  units in an effort to ensure that they do not exceed the percentage
or number permitted by certain safe harbors  promulgated by the Internal Revenue
Service.  A transfer may be  prohibited  if the intended  transferee is not a US
citizen or if the transfer  would cause any portion of the units of a "Qualified
Plan" as defined by the  Employee  Retirement  Income  Security  Act of 1974 and
Individual Retirement Accounts to exceed the allowable limit.

As a result of the equitable settlement related to the Koch and Romei actions
(see Note 10 to the audited financial statements), a one-time purchase by the
Partnership of up to 10% of the outstanding limited Partnership units for 80% of
net asset value per unit has been approved. During the fourth quarter 2001, the
General Partner, on behalf of the Partnership, agreed to purchase 594,820
limited partnership units for $2.5 million. The cash for this purchase came from
available cash.










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<PAGE>


ITEM 6. SELECTED FINANCIAL DATA

Table 2, below, lists selected financial data for the Partnership:

                                     TABLE 2

                        For the Years Ended December 31,
         (In thousands of dollars, except weighted-average unit amounts)
<TABLE>
<CAPTION>

                                                2001          2000            1999            1996            1997
                                              -------------------------------------------------------------------------

Operating results:
<S>                                         <C>            <C>             <C>            <C>             <C>
  Total revenues                            $    12,517    $   22,473      $   20,768     $    24,047     $   41,123
  Net gain on disposition
    of equipment                                  1,246         1,351             253             732         10,990
  Loss on revaluation of equipment                   --            --           2,899              --             --
  Equity in net income (loss) of uncon-
    solidated special-purpose entities              186           406           2,108             294           (264)
  Net income                                      3,268         3,994           1,302           2,370          7,921

At year-end:
  Total assets                              $    24,243    $   30,152      $   46,083     $    61,376     $   82,681
  Note payable                                       --         5,474          15,484          23,588         32,000
  Total liabilities                               3,753         8,706          19,077          26,970         35,958

Cash distribution                           $     1,720    $    9,544      $    8,617     $    12,008     $   15,346

Cash distribution representing
    a return of capital to the limited
    partners                                $        --    $    5,550      $    7,315     $     9,638     $    7,425

Per weighted-average limited partnership unit:

  Net income                                $      0.35(1) $     0.39(1)   $     0.09(1)  $      0.20(1)  $     0.79 (1)

  Cash distribution                         $      0.18    $     1.00      $     0.90     $      1.26     $     1.60

  Cash distribution representing
    a return of capital                     $        --    $     0.61      $     0.81     $      1.06     $     0.81


(1)  After an  increase  of  income  necessary  to cause the  General  Partner's
     capital  account  to equal  zero of  $44,000  ($0.00  per  weighted-average
     limited  partnership  unit) in 2001 and after reduction of income necessary
     to cause  the  General  Partner's  capital  account  to equal  zero of $0.3
     million ($0.03 per weighted-average limited partnership unit) in 2000, $0.4
     million ($0.05 per weighted-average limited partnership unit) in 1999, $0.5
     million ($0.05 per weighted-average  limited partnership unit) in 1998, and
     $0.4 million ($0.04 per weighted-average limited partnership unit) in 1997.
</TABLE>



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<PAGE>


ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

(A) Introduction

Management's  discussion  and  analysis of  financial  condition  and results of
operations  relates to the financial  statements of PLM Equipment  Growth Fund V
(the Partnership).  The following  discussion and analysis of operations focuses
on the  performance of the  Partnership's  equipment in the various  segments in
which  it  operates  and  its  effect  on the  Partnership's  overall  financial
condition.

(B) Results of Operations - Factors Affecting Performance

(1) Re-leasing Activity and Repricing Exposure to Current Economic Conditions

The exposure of the Partnership's  equipment  portfolio to repricing risk occurs
whenever the leases for the equipment expire or are otherwise terminated and the
equipment must be remarketed.  Major factors influencing the current market rate
for Partnership  equipment include,  supply and demand for similar or comparable
types of  transport  capacity,  desirability  of the  equipment  in the  leasing
market,  market  conditions  for the  particular  industry  segment in which the
equipment is to be leased, overall economic conditions,  and various regulations
concerning  the use of the  equipment.  Equipment that is idle or out of service
between the expiration of one lease and the assumption of a subsequent lease can
result in a  reduction  of  contribution  to the  Partnership.  The  Partnership
experienced  re-leasing  or repricing  activity in 2001 for its trailer,  marine
vessels, railcar, aircraft, and marine container portfolios.

     (a) Trailers:  The Partnership's trailer portfolio operates with short-line
railroad  systems.  The  relatively  short  duration  of most  leases  in  these
operations exposes the trailers to considerable re-leasing activity.

     (b) Marine vessels: The Partnership's  investment in entities owning marine
vessels  operated in the  short-term  leasing  market.  As a result of this, the
Partnership's  partially  owned  marine  vessels  were  remarketed  during  2001
exposing it to re-leasing and repricing risk.

     (c) Railcars:  This equipment experienced  significant re-leasing activity.
Lease  rates in this market are  showing  signs of weakness  and this has led to
lower  utilization and lower  contribution to the Partnership as existing leases
expire and renewal leases are negotiated.

     (d) Aircraft:  The Partnership's  investment in a trust owning two aircraft
on a direct finance lease was renegotiated in 2001 at a much lower rate.

     (e) Marine  containers:  All of the  Partnership's  marine  containers  are
leased to operators of  utilization-type  leasing pools and, as such, are highly
exposed to repricing activity. Market conditions were relatively constant during
2001.

(2) Equipment Liquidations

Liquidation of Partnership  owned equipment and of investments in unconsolidated
special-purpose  entities  (USPEs)  represents  a  reduction  in the size of the
equipment  portfolio  and may  result  in  reductions  of  contributions  to the
Partnership.  During the year, the Partnership  disposed of owned equipment that
included a marine vessel, marine containers,  trailers,  and a railcar for total
proceeds of $2.7 million.

(3) Nonperforming Lessees

Lessees not  performing  under the terms of their  leases,  either by not paying
rent,  not  maintaining  or  operating  the  equipment  in  accordance  with the
conditions of the leases, or other possible departures from the lease terms, can
result  not  only in  reductions  in  contribution,  but also  may  require  the
Partnership  to assume  additional  costs to  protect  its  interests  under the
leases, such as repossession or legal fees.

During  2001,  a Brazilian  lessee of three Stage II Boeing  737-200  commercial
aircraft,  notified  the  General  Partner  of its  intention  to  return  these
aircraft.   The  lessee  has  not  remitted  four  lease  payments  due  to  the
Partnership.  The Partnership has a security deposit from this lessee that could
be used to pay a portion of the amount due.  During  October  2001,  the General
Partner  sent a  notification  of default  to the  lessee.  The  lease,  with an
expiration date of October 2002, has certain return  condition  requirements for
each of the remaining  aircraft.  The General  Partner has recorded an allowance
for bad debts for the amount of receivables due less the security deposit.

(4) Reinvestment Risk

Reinvestment risk occurs when the Partnership cannot generate sufficient surplus
cash after fulfillment of operating obligations and distributions to reinvest in
additional equipment during the reinvestment phase of the Partnership; equipment
is disposed of for less than threshold amounts;  proceeds from the dispositions,
or surplus cash available for reinvestment cannot be reinvested at the threshold
lease rates;  or proceeds from sales or surplus cash available for  reinvestment
cannot be deployed in a timely manner.

Pursuant to the equitable  settlement related to the Koch and Romei actions (see
Note  10 to the  audited  financial  statements),  the  Partnership  intends  to
increase  its  equipment  portfolio  by  investing  surplus  cash in  additional
equipment,  after  fulfilling  operating  requirements  until December 31, 2004.
Additionally,  the  Partnership  paid PLM Financial  Services,  Inc. (FSI or the
General Partner) $0.1 million in acquisition and lease  negotiation fees related
to equipment purchased during 1999.

Other  non-operating  funds  for  reinvestment  are  generated  from the sale of
equipment prior to the Partnership's  planned  liquidation phase, the receipt of
funds  realized from the payment of stipulated  loss values on equipment lost or
disposed of while it was subject to lease  agreements,  or from the  exercise of
purchase options in certain lease  agreements.  Equipment sales generally result
from  evaluations  by the General  Partner that  continued  ownership of certain
equipment is either  inadequate to meet Partnership  performance  goals, or that
market conditions,  market values, and other  considerations  indicate it is the
appropriate time to sell certain equipment.

(5) Equipment Valuation

In accordance with Financial Accounting Standards Board (FASB) issued Statements
of Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment
of  Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed  Of" (SFAS No.
121),  the General  Partner  reviews the  carrying  values of the  Partnership's
equipment portfolio at least quarterly and whenever  circumstances indicate that
the carrying  value of an asset may not be  recoverable  due to expected  future
market conditions.  If the projected undiscounted cash flows and the fair market
value of the equipment are less than the carrying value of the equipment, a loss
on  revaluation  is  recorded.  During  2001,  a USPE trust owning two Stage III
commercial  aircraft on a direct finance lease reduced its net investment in the
finance lease receivable due to a series of lease amendments.  The Partnership's
proportionate share of this writedown, which is included in equity in net income
(loss) of the USPE in the  accompanying  statement of income,  was $1.0 million.
Reductions  of $2.9 million to the carrying  value of owned marine  vessels were
required  during 1999. No reductions  were required to the carrying value of the
owned  equipment  during 2001 and 2000 or partially  owned equipment in 2000 and
1999.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (SFAS No. 144), which replaces SFAS No. 121. SFAS
No. 144 provides updated guidance  concerning the recognition and measurement of
an impairment loss for certain types of long-lived assets,  expands the scope of
a discontinued  operation to include a component of an entity and eliminates the
current  exemption to consolidation  when control over a subsidiary is likely to
be  temporary.  SFAS No. 144 is  effective  for  fiscal  years  beginning  after
December 15, 2001.

The  Partnership  will apply the new rules on accounting  for the  impairment or
disposal of long-lived  assets  beginning in the first quarter of 2002, and they
are not anticipated to have an impact on the Partnership's earnings or financial
position.

(C) Financial Condition - Capital Resources, Liquidity, and Unit Redemption Plan

The General Partner purchased the Partnership's initial equipment portfolio with
capital raised from its initial equity  offering of $184.3 million and permanent
debt financing of $38.0 million.  No further capital  contributions from limited
partners are permitted under the terms of the Partnership's  limited partnership
agreement.  The Partnership  relies on operating cash flow to meet its operating
obligations and make cash distributions to limited partners.

For the year ended December 31, 2001, the Partnership generated $11.4 million in
operating cash (net cash provided by operating  activities plus  non-liquidating
cash distributions from USPEs) to meet its operating obligations, make principal
debt payments,  purchase  limited  Partnership  units for $2.3 million,  and pay
distributions of $1.7 million to the partners.

Pursuant to the equitable  settlement related to the Koch and Romei actions (see
Note 10 to the audited financial  statements),  during 2001 the Partnership paid
FSI $0.1 million in acquisition and lease  negotiation fees related to equipment
purchased during 1999.

During 2001, the Partnership  disposed of owned equipment for aggregate proceeds
of $2.7 million.

Accounts receivable decreased $0.5 million during 2001 due to an increase in the
allowance for doubtful accounts of $0.6 million offset, in part, by $0.1 million
due to the timing of cash receipts.

Investments in USPEs  decreased $2.5 million due to cash  distributions  of $2.7
million to the  Partnership  from the USPEs  offset,  in part, by income of $0.2
million  that was recorded by the  Partnership's  from the USPEs during the year
ended December 31, 2001.

Accounts payable and accrued expenses  decreased  $49,000 during 2001 due to the
timing of payments to vendors.

Lessee  deposits  and reserve for repairs  increased  $0.4  million  during 2001
resulting  from  increases  in lessee's  security  deposits of $0.1  million and
lessee prepaid deposits of $0.3 million.

The Partnership made principal  payments of $5.3 million and quarterly  interest
payments at a rate of LIBOR plus 1.2% per annum to the lender of the senior loan
during  2001.  The  Partnership  also  paid the  lender  of the  senior  loan an
additional  $0.2 million from equipment  sale proceeds,  as required by the loan
agreement.

As a result of the  settlement in the Koch and Romei actions (see Note 10 to the
audited  financial  statements),  the  Partnership's  redemption  plan  has been
terminated  and  the  Partnership  was  required  to  purchase  up to 10% of the
Partnership's  limited  partnership  units for 80% of the net asset  valued  per
unit.  During the fourth  quarter 2001,  the General  Partner,  on behalf of the
Partnership,  agreed to  purchase  594,820  limited  partnership  units for $2.5
million. The cash for this purchase came from available cash.

The General Partner has not planned any expenditures, nor is it aware of any
contingencies that would cause it to require any additional capital to that
mentioned above.

(D) Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires the General Partner
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the financial  statements  and the reported  amounts of revenues and expenses
during the reporting  period.  On a regular basis,  the General  Partner reviews
these estimates including those related to asset lives and depreciation methods,
impairment of long-lived  assets including  intangibles,  allowance for doubtful
accounts,   reserves   related  to  legally  mandated   equipment   repairs  and
contingencies and litigation. These estimates are based on the General Partner's
historical experience and on various other assumptions believed to be reasonable
under the  circumstances.  Actual results may differ from these  estimates under
different assumptions or conditions. The General Partner believes, however, that
the estimates,  including those for the  above-listed  items, are reasonable and
that actual results will not vary significantly from the estimated amounts.

The General Partner believes the following critical  accounting  policies affect
the more  significant  judgments and estimates  used in the  preparation  of the
Partnership's financial statements:

Asset  lives  and  depreciation  methods:  The  Partnership's  primary  business
involves the purchase and  subsequent  lease of  long-lived  transportation  and
related  equipment.  The General Partner has chosen asset lives that it believes
correspond to the economic life of the related  asset.  The General  Partner has
chosen  a  deprecation  method  that it  believes  matches  the  benefit  to the
Partnership from the asset with the associated costs.  These judgments have been
made based on the General Partner's expertise in each equipment segment that the
Partnership  operates. If the asset life and depreciation method chosen does not
reduce the book value of the asset to at least the  potential  future cash flows
from the asset to the Partnership, the Partnership would be required to record a
loss on revaluation. Likewise, if the net book value of the asset was reduced by
an amount greater than the economic value has deteriorated,  the Partnership may
record a gain on sale upon final disposition of the asset.

Impairment of long-lived assets: On a regular basis, the General Partner reviews
the carrying value of its equipment, investments in USPEs, and intangible assets
to  determine  if the  carrying  value of the  asset may not be  recoverable  in
consideration of current economic conditions.  This requires the General Partner
to make  estimates  related to future  cash flows from each asset as well as the
determination if the deterioration is temporary or permanent. If these estimates
or the related assumptions change in the future, the Partnership may be required
to record additional impairment charges.

Allowance  for doubtful  accounts:  The  Partnership  maintains  allowances  for
doubtful  accounts for  estimated  losses  resulting  from the  inability of the
lessees to make the lease  payments.  These estimates are primarily based on the
amount of time that has lapsed  since the related  payments  were due as well as
specific  knowledge  related to the ability of the lessees to make the  required
payments.  If the  financial  condition  of the  Partnership's  lessees  were to
deteriorate,  additional  allowances could be required that would reduce income.
Conversely,  if the  financial  condition  of the lessees  were to improve or if
legal  remedies to collect past due amounts were  successful,  the allowance for
doubtful accounts may need to be reduced and income would be increased.

Reserves for repairs:  The Partnership  accrues for legally  required repairs to
equipment  such as dry  docking  for  marine  vessels  and engine  overhauls  to
aircraft engines over the period prior to the required repairs.  The amount that
is reserved for is based on the General  Partner's  expertise in each  equipment
segment, the past history of such costs for that specific piece of equipment and
discussions  with  independent,  third party  equipment  brokers.  If the amount
reserved for is not adequate to cover the cost of such repairs or if the repairs
must be performed  earlier than the General Partner  estimated,  the Partnership
would incur additional repair and maintenance or equipment operating expenses.

Contingencies  and litigation:  The Partnership is subject to legal  proceedings
involving  ordinary and routine  claims  related to its  business.  The ultimate
legal and financial  liability  with respect to such matters cannot be estimated
with  certainty and requires the use of estimates in recording  liabilities  for
potential litigation settlements.  Estimates for losses from litigation are made
after  consultation  with outside  counsel.  If  estimates  of potential  losses
increase  or the  related  facts and  circumstances  change in the  future,  the
Partnership may be required to record additional litigation expense.










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<PAGE>



(E) Results of Operations - Year-to-Year Detailed Comparison

(1)  Comparison  of the  Partnership's  Operating  Results  for the Years  Ended
December 31, 2001 and 2000

(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 year ended December 31, 2001,  compared to 2000.  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 5 to the audited 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):
<TABLE>
<CAPTION>

                                                          For the Years
                                                        Ended December 30,
                                                      2001             2000
                                                    ---------------------------
<S>                                                  <C>              <C>
        Aircraft                                     $  8,351         $ 7,782
        Railcars                                          991           1,811
        Marine containers                                 311             405
        Trailers                                          163           1,213
        Marine vessels                                   (265)          2,774
</TABLE>

Aircraft: Aircraft lease revenues and direct expenses were $8.5 million and $0.1
million,  respectively,  during 2001, compared to $8.1 million and $0.3 million,
respectively,  during  2000.  The  increase in aircraft  lease  revenues of $0.4
million  was due to one  aircraft  being  on-lease  for the  entire  year  ended
December  31,  2001 that was  off-lease  for four  months  during  2000.  Direct
expenses  decreased  $0.1  million  during the first nine  months of 2001 due to
repairs to one of the  Partnership's  aircraft  during 2000 that wasn't required
during 2001.

Railcars:  Railcar lease revenues and direct expenses were $1.8 million and $0.8
million,  respectively,  during 2001, compared to $2.4 million and $0.6 million,
respectively,  during 2000.  Lease revenues  decreased $0.1 million due to lower
re-lease rates earned on railcars whose leases expired during 2001 and decreased
$0.4 million due to the increase in the number of railcars off-lease during 2001
compared  to 2000.  An increase  in direct  expenses of $0.2  million was due to
higher repairs during 2001 compared to 2000.

Marine containers: Marine container lease revenues and direct expenses were $0.3
million and $1,000,  respectively,  during  2001,  compared to $0.4  million and
$7,000, respectively, during 2000. The decrease in marine container contribution
was due to the disposal of marine containers during 2001 and 2000.

Trailers:  Trailer lease revenues and direct expenses were $0.4 million and $0.2
million,  respectively,  during 2001, compared to $1.9 million and $0.7 million,
respectively,  during 2000. The decrease in trailer  contribution was due to the
sale of 76% of the Partnership`s trailers during 2000.

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $0.1
million and $0.3 million,  respectively,  during 2001,  compared to $8.1 million
and $5.3  million,  respectively,  during 2000.  The  decrease in marine  vessel
contribution was caused by the sale of all the Partnership's wholly owned marine
vessels during 2001 and 2000.

(b) Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses of $7.8  million for the year ended  December 31, 2001
decreased from $11.9 million for the same period in 2000.  Significant variances
are explained as follows:

     (i) Depreciation and  amortization  expenses  decreased $2.5 million during
2001  compared to 2000. A decrease of $1.3 million was caused by the sale of two
of the  Partnership's  wholly  owned marine  vessels  during 2001 and 2000 and a
decrease  of $0.3  million  resulted  from the sale of 76% of the  Partnership`s
trailers during 2000. Additionally, a decrease of $0.9 million was caused by the
double-declining   balance  method  of  depreciation  that  results  in  greater
depreciation during the first years an asset is owned.

     (ii) A $0.9 million decrease in interest expense was due to a lower average
outstanding debt balance during 2001 compared to 2000.

     (iii) A $0.7 million decrease in general and administrative expenses during
2001 was due to a decrease of $0.4 million in costs  resulting  from the sale of
76% of the  Partnership's  trailers,  a decrease  of $0.1  million  due to lower
professional  services,  and $0.1 million  decrease in inspection costs on owned
equipment.

     (iv) A $0.6  million  decrease  in  management  fees was due to lower lease
revenues of $10.0 million earned during 2001 compared to 2000 and an increase of
$0.6 million in provision for bad debts.

     (v) A $0.6 million  increase in the  provision for bad debts was due to the
General  Partners  evaluation  of the  collectability  of  receivables  due from
certain lessees.

(c) Net Gain on Disposition of Owned Equipment

The net gain on the  disposition  of equipment  for the year ended  December 31,
2001 totaled $1.2  million,  which  resulted  from the sale of a marine  vessel,
marine  containers,  trailers,  and a  railcar  with a net  book  value  of $1.4
million,  for $2.7 million.  The net gain on the  disposition of owned equipment
for the year ended  December 31, 2000 totaled $1.4 million,  which resulted from
the sale of a marine vessel,  marine containers,  railcars,  and trailers with a
net book value of $6.0 million,  for proceeds of $7.2  million.  Included in the
2000 net gain on  disposition  of assets is the unused  portion of marine vessel
dry docking of $0.1 million.

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

Equity in net income (loss) of USPEs  represent the  Partnership's  share of the
net income (loss) generated from the operation of jointly-owned assets accounted
for under the equity method of accounting. These entities are single purpose and
have no debt or other  financial  encumbrances.  The  following  table  presents
equity in net income (loss) by equipment type (in thousands of dollars):
<TABLE>
<CAPTION>

                                                          For the Years
                                                        Ended December 31,
                                                      2001             2000
                                                    ---------------------------
<S>                                                 <C>              <C>
        Marine vessels                              $   911          $    22
        Aircraft                                       (725)             384
                                                    ---------------------------
        Equity in net income of USPEs               $   186          $   406
                                                    ===========================
</TABLE>

Marine  vessels:  As of  December  31,  2001 and  2000,  the  Partnership  owned
interests in two entities owning a total of two marine vessels.  During the year
ended  December  31,  2001,  lease  revenues  of $6.6  million  were  offset  by
depreciation  expense,  direct  expenses,  and  administrative  expenses of $5.7
million. During 2000, lease revenues of $6.3 million were offset by depreciation
expense, direct expenses, and administrative expenses of 6.2 million.

Lease revenues increased $0.4 million during 2001 compared to 2000. The increase
in lease revenues was due to the following:

     (i) One  marine  vessel  was on voyage  charter  the  entire  year of 2001,
compared to being on voyage  charter and fixed rate lease  during  2000.  During
2001,  this marine  vessel  earned $2.4 million in higher lease  revenues due to
higher  lease rates  earned while on voyage  charter  compared to 2000.  Under a
voyage  charter  lease,  the marine  vessel earns a higher lease rate,  however,
certain direct expenses that were paid by the lessee are now paid by the owner.

     (ii) This increase was partially  offset by the other marine vessel earning
lower  lease  revenues of $2.0  million  compared to 2000.  During  2001,  lease
revenues for this marine  vessel  decreased  $0.5 million  resulting  from being
off-lease for approximately  two months while completing its dry docking.  Lease
revenues also  decreased $0.4 million due to lower release rates while on voyage
charter,  and  decreased  $0.8 million due to being  off-lease for an additional
three months.  Lease revenues for this marine vessel then decreased $0.2 million
due to being on a fixed rate lease for over one month before returning to voyage
charter when compared to the same month of 2000. During 2000, this marine vessel
was on voyage charter the entire year.

Depreciation  expense,  direct expenses,  and administrative  expenses decreased
$0.5 million during 2001 compared to 2000. A decrease of $0.3 million was caused
by lower  repairs and  maintenance  during 2001  compared to 2000, a decrease of
$0.2 million in marine vessel operating  expenses was the result of fewer voyage
charters  during 2001 compared to 2000, and lower  depreciation  expense of $0.2
million  caused by the  double-declining  balance  method of  depreciation  that
results in greater  depreciation during the first years an asset is owned. These
decreases  were  partially  offset by  higher  administrative  expenses  of $0.1
million during 2001 compared to 2000.

Aircraft: As of December 31, 2001 and 2000, the Partnership had an interest in a
trust owning two commercial  aircraft on a direct finance lease. During the year
ended  December 31, 2001,  revenues of $0.3 million were offset by  depreciation
expense,  direct expenses, and administrative  expenses of $1.1 million.  During
the year ended  December  31,  2000,  revenues  of $0.4  million  were offset by
depreciation expense, direct expenses, and administrative expenses of $(2,000).

Revenues for the year ended December 31, 2001,  decreased $48,000 due to a lower
outstanding principal balance on the finance lease compared to 2000.

Direct expenses increased $1.1 million.  During 2001, the Partnership's  reduced
its  interest in a trust  owning two Stage III  commercial  aircraft on a direct
finance  lease $1.0  million due to a  reduction  in its net  investment  in the
finance lease receivable caused by a series of lease  amendments.  There were no
revaluations  to the trust required during 2000.  Additionally,  direct expenses
increased  $46,000 due to the recovery of accounts  receivable  in 2000 that had
previously  been  reserved as a bad debt.  A similar  recovery  did not occur in
2001.

(e) Net Income

As a result of the foregoing,  the  Partnership's  net income for the year ended
December  31,  2001 was $3.3  million,  compared  to net income of $4.0  million
during  2000.  The  Partnership's  ability to acquire,  operate,  and  liquidate
assets,  secure leases, and re-lease those assets whose leases expire is subject
to many factors,  and the  Partnership's  performance in the year ended December
31, 2001 is not  necessarily  indicative  of future  periods.  In the year ended
December  31,  2001,  the  Partnership  distributed  $1.6 million to the limited
partners, or $0.18 per weighted-average limited partnership unit.

(2)  Comparison  of the  Partnership's  Operating  Results  for the Years  Ended
December 31, 2000 and 1999

(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 year ended  December 31, 2000,  when compared to 1999. The
following  table  presents  lease  revenues less direct  expenses by segment (in
thousands of dollars):
<TABLE>
<CAPTION>
                                                         For the Years
                                                       Ended December 31,
                                                     2000             1999
                                                   ---------------------------
<S>                                                <C>              <C>
        Aircraft                                   $  7,782         $ 8,000
        Marine vessels                                2,774           2,332
        Railcars                                      1,811           1,989
        Trailers                                      1,213           1,857
        Marine containers                               405             694
</TABLE>

Aircraft: Aircraft lease revenues and direct expenses were $8.1 million and $0.3
million,  respectively,  for 2000,  compared to $8.2  million and $0.2  million,
respectively, during 1999. Aircraft lease revenues decreased $0.3 million due to
a  commercial  aircraft  being  off-lease  for four months  during 2000 that was
on-lease for the entire year during 1999.  This  decrease in lease  revenues was
partially  offset by an  increase  of $0.2  million  cause by the  re-lease of a
commercial  aircraft  at a higher  rate in 2000 than the lease that was in place
during  1999.  Direct  expenses  increased  $0.1  million  during the year ended
December 31, 2000 due to required repairs to the off-lease  commercial aircraft.
A similar expense was not required during 1999.

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $8.1
million and $5.3 million,  respectively,  for 2000, compared to $6.2 million and
$3.9 million, respectively, during 1999.

The increase in marine vessel lease revenues of $1.9 million during 2000 was due
to one marine  vessel  that  earned  $3.8  million in  additional  voyage  lease
revenues  due to an increase in voyage lease rates  compared to 1999,  offset in
part,  by a decrease of $1.9 million  caused by another  marine  vessel that was
off-lease  for nine months during 2000,  compared to 1999,  when it was on-lease
the entire year.

As a result of the additional  voyages,  direct expenses  increased $1.4 million
during 2000 when compared to 1999.

Railcars:  Railcar lease revenues and direct expenses were $2.4 million and $0.6
million,  respectively,  for 2000,  compared to $2.5  million and $0.5  million,
respectively,  during 1999.  The decrease in railcar  contribution  was due to a
decrease  in railcar  lease  revenues  of $0.1  million  primarily  due to lower
re-lease  rates earned on railcars  whose leases  expired  during 2000 and to an
increase  of $0.1  million in repairs to certain  railcars in 2000 that were not
needed during 1999.

Trailers:  Trailer lease revenues and direct expenses were $1.9 million and $0.7
million,  respectively,  for 2000,  compared to $2.7  million and $0.9  million,
respectively,  during 1999. Trailer  contribution  decreased $0.6 million during
the year ended  December 31, 2000 due to the sale of 76% of the  Partnership  `s
trailers during 2000.

Marine containers: Marine container lease revenues and direct expenses were $0.4
million and $7,000, respectively, for 2000, compared to $0.7 million and $5,000,
respectively,  during  1999.  The  number  of  marine  containers  owned  by the
Partnership  has  been  declining  due to  dispositions  during  2000  and  1999
resulting in a decrease to marine container contribution.

(b) Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses of $11.9 million for 2000 decreased from $16.1 million
for 1999. Significant variances are explained as follows:

     (i) A loss on  revaluation  of $2.9  million  was  required  during 1999 to
reduce the carrying value of a marine vessel to its estimated fair market value.
No revaluation of equipment was required during 2000.

     (ii) A $1.1 million decrease in depreciation and amortization expenses from
1999 levels was caused by the  double-declining  balance method of  depreciation
that results in greater depreciation in the first years an asset is owned.

     (iii)  A $0.3  million  decrease  in  interest  expense  was due to a lower
average outstanding debt balance during 2000 compared to 1999.

     (iv) A $0.1  million  increase in general and  administrative  expenses was
primarily due to additional  costs  associated with the re-lease of a commercial
aircraft during 2000 and administrative costs compared to 1999.

(c) Net Gain on Disposition of Owned Equipment

The net  gain on the  disposition  of owned  equipment  for  2000  totaled  $1.4
million,  which  resulted from the sale of a marine vessel,  marine  containers,
railcars,  and trailers with a net book value of $6.0  million,  for proceeds of
$7.2  million.  Included  in the 2000 net gain on  disposition  of assets is the
unused portion of marine vessel dry docking of $0.1 million. The net gain on the
disposition  of owned  equipment for 1999 totaled $0.3 million,  which  resulted
from the sale of marine containers, railcars, and trailers with an aggregate net
book value of $0.6 million, for proceeds of $0.9 million.

(d)  Equity in Net  Income  (loss) of  Unconsolidated  Special-Purpose  Entities
(USPEs)

Equity in net income (loss) of USPEs represent the Partnership's share of the
net income (loss) generated from the operation of jointly-owned assets accounted
for under the equity method of accounting. These entities are single purpose and
have no debt or other financial encumbrances. The following table presents
equity in net income (loss) by equipment type (in thousands of dollars):
<TABLE>
<CAPTION>
                                                                              For the Years
                                                                            Ended December 31,
                                                                          2000             1999
                                                                        ---------------------------
<S>                                                                        <C>              <C>
   Aircraft, rotable components, and aircraft engines                      $   384          $ 1,811
   Marine vessels                                                               22              297
                                                                        ---------------------------
    Equity in net income of USPEs                                          $   406          $ 2,108
                                                                        ===========================
</TABLE>

Aircraft,  rotable components, and aircraft engines: As of December 31, 2000 and
1999,  the  Partnership  had an  interest  in an entity  owning  two  commercial
aircraft on a direct finance lease.  During 2000,  revenues of $0.4 million were
offset by direct expenses and administrative expenses of ($2,000).  During 1999,
revenues  of $0.4  million  and the  gain  from  the  sale of the  Partnership's
interest  in two trusts  that owned a total of three  commercial  aircraft,  two
aircraft  engines,  and a portfolio  of aircraft  rotables of $1.6  million were
offset by depreciation expense,  direct expenses, and administrative expenses of
$0.2 million. Direct expenses and administrative expenses decreased $0.2 million
during 2000 due to the sale of the Partnership's  interest in two trusts and the
recovery  of a $48,000  accounts  receivable  in 2000 that had  previously  been
reserved as a bad debt. A similar recovery did not occur during 1999.

Marine  vessels:  As of December  31, 2000 and 1999,  the  Partnership  owned an
interest in two  entities  owning a total of two marine  vessels.  During  2000,
lease  revenues of $6.3  million  were offset by  depreciation  expense,  direct
expenses,  and  administrative  expenses of $6.2  million.  During  1999,  lease
revenues  of $5.2  million  and the  gain of $1.9  million  from the sale of the
Partnership's  interest  in an  entity  owning a marine  vessel  were  offset by
depreciation  expense,  direct  expenses,  and  administrative  expenses of $6.8
million.

Lease revenues increased $1.0 million during 2000 compared to 1999. The increase
in lease revenues is due to the following:

     (i) One  marine  vessel  that was on voyage  charter  during the year ended
December 31, 2000 and 1999, earned $2.0 million more in lease revenues due to an
increase in voyage lease rates when compared to 1999.

     (ii) The other marine  vessel,  while on time charter during the year ended
December 31, 2000 and 1999,  earned higher lease revenues of $0.1 million during
the year ended  December 31,  2000.  The increase of $0.1 million is due to this
marine vessel being on rent for a full 12 months during 2000.  During 1999, this
marine vessel was in dry dock for over one month not earning any revenues.

     (iii) The sale of the Partnership's  interest in a marine vessel during the
fourth  quarter of 1999 caused  lease  revenues to also  decrease  $1.1  million
during the year ended December 31, 2000 compared to 1999.

Depreciation  expense,  direct expenses,  and administrative  expenses decreased
$0.6  million  during  2000  compared  to 1999.  The  sale of the  Partnership's
interest  in  a  marine  vessel  during  the  fourth   quarter  of  1999  caused
depreciation expense,  direct expenses, and administrative  expenses to decrease
$1.2 million during 2000.  This decrease was offset,  in part, by an increase of
$0.6  million in certain  direct  expenses  due to  increased  usage of a marine
vessel during 2000 when compared to 1999.

(e) Net Income

As a result of the foregoing,  the  Partnership's  net income for the year ended
December  31,  2000 was $4.0  million,  compared  to net income of $1.3  million
during 1999. The  Partnership's  ability to operate  assets,  liquidate  assets,
secure leases,  and re-lease those assets whose leases expire is subject to many
factors,  and the Partnership's  performance in the year ended December 31, 2000
is not necessarily  indicative of future periods. In the year ended December 31,
2000, the Partnership distributed $9.1 million to the limited partners, or $1.00
per weighted-average limited partnership unit.


<PAGE>



(F) Geographic Information

Certain  of the  Partnership's  equipment  operates  in  international  markets.
Although these operations expose the Partnership to certain currency, political,
credit, and economic risks, the General Partner believes these risks are minimal
or has  implemented  strategies  to control the risks.  Currency  risks are at a
minimum because all invoicing,  with the exception of a small number of railcars
operating in Canada,  is conducted in US dollars.  Political risks are minimized
by avoiding  operations in countries that do not have a stable  judicial  system
and established  commercial business laws. Credit support strategies for lessees
range from letters of credit  supported by US banks to cash  deposits.  Although
these credit support mechanisms  generally allow the Partnership to maintain its
lease yield,  there are risks associated with  slow-to-respond  judicial systems
when legal  remedies  are  required to secure  payment or  repossess  equipment.
Economic  risks are  inherent  in all  international  markets,  and the  General
Partner  strives to minimize this risk with market  analysis prior to committing
equipment  to a  particular  geographic  area.  Refer  to Note 6 to the  audited
financial  statements for information on the lease revenues,  net income (loss),
and net book value of equipment in various geographic regions.

Revenues and net operating income by geographic  region are impacted by the time
period  the  asset is owned  and the  useful  life  ascribed  to the  asset  for
depreciation  purposes.  Net  income  (loss)  from  equipment  is  significantly
impacted  by  depreciation  charges,  which are  greatest  in the early years of
ownership due to the use of the double-declining balance method of depreciation.
The relationships of geographic revenues,  net income (loss), and net book value
of equipment are expected to change  significantly in the future, as assets come
off  lease and  decisions  are made to either  redeploy  the  assets in the most
advantageous geographic location or sell the assets.

The  Partnership's  equipment  on lease to US  domiciled  lessees  consisted  of
trailers,  railcars, and aircraft.  During 2001, US lease revenues accounted for
13% of the total lease  revenues of wholly- and  jointly-owned  equipment  while
this region reported net income of $0.5 million.

The  Partnership's  owned  equipment  on  lease  to  Canadian-domiciled  lessees
consisted  of railcars  and  aircraft.  During  2001,  Canadian  lease  revenues
accounted  for 24% of the total  lease  revenues  of wholly-  and  jointly-owned
equipment and recorded net income of $2.5 million.

The Partnership's owned equipment on lease to a South American-domiciled  lessee
consisted of an aircraft  during 2001 and  accounted  for 17% of the total lease
revenues of wholly- and  jointly-owned  equipment,  and recorded a net income of
$0.7 million.

The Partnership's owned equipment and its ownership share in USPEs on lease to a
Mexican-domiciled lessee consisted of aircraft and accounted for 7% of the total
lease revenues of wholly- and jointly-owned  equipment consisted of a commercial
aircraft and two aircraft on a direct finance lease,  and recorded a net loss of
$1.3 million.

The  Partnership's  owned equipment and its ownership share in USPEs on lease to
lessees  in the  rest of the  world  consisted  of  marine  vessels  and  marine
containers.  During 2001, lease revenues for these lessees  accounted for 39% of
the total lease revenues of wholly- and  jointly-owned  equipment and recorded a
net income of $1.8 million.

(G) Inflation

Inflation had no significant impact on the Partnership's operations during 2001,
2000, or 1999.

(H) Forward-Looking Information

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


<PAGE>



(I) Outlook for the Future

The Partnership'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  Partnership  to  realize  acceptable  lease  rates  on its
equipment in the different equipment markets is contingent on many factors, such
as specific market conditions and economic activity, technological obsolescence,
and government or other regulations. The unpredictability of these factors makes
it difficult for the General Partner to clearly define trends or influences that
may impact the performance of the Partnership's  equipment.  The General Partner
continuously  monitors both the  equipment  markets and the  performance  of the
Partnership's  equipment  in these  markets.  The  General  Partner  may make an
evaluation to reduce the  Partnership's  exposure to those equipment  markets in
which it determines  that it cannot  operate  equipment  and achieve  acceptable
rates of return. Alternatively,  the General Partner may make a determination to
enter those  markets in which it perceives  opportunities  to profit from supply
and demand instabilities, or other market imperfections.

The  Partnership  intends  to use cash  flow  from  operations  to  satisfy  its
operating  requirements,  acquire additional  equipment until December 31, 2004,
and pay cash distributions to the partners.

Factors affecting the Partnership's contribution during the year 2002 and beyond
include:

1. The cost of new  marine  containers  has been at  historic  lows for the past
several  years  which has caused  downward  pressure  on per diem  lease  rates.
Recently,  the cost of marine  containers has started to increase which, if this
trend  continues,  should  translate into rising per diem lease rates.  However,
some  of  the   Partnership's   refrigerated   marine   containers  have  become
delaminated.  This condition lowers the demand for these marine containers which
has lead to declining lease rates and lower  utilization on containers with this
problem.

2. Railcar  loadings in North America have  weakened over the past year.  During
2001,  utilization and lease rates decreased.  Railcar contribution may decrease
in 2002 as existing leases expire and renewal leases are negotiated.

3. Marine vessel freight rates are dependent  upon the overall  condition of the
international economy. Freight rates earned by the Partnership's  investments in
entities  that own marine  vessels  began to  decrease  during the later half of
2001.  This trend is expected  to  continue  during the first half of 2002 until
freight rates begin to show signs of stabilization.

4. The airline  industry  began to see lower  passenger  travel during 2001. The
tragic  events on September 11, 2001  worsened the  situation.  No direct damage
occurred to any of the  Partnership's  aircraft as a result of these  events and
the General Partner is currently unable to determine the long-term  effects,  if
any,  these  events  may  have  on  the  Partnership's  aircraft.  Three  of the
Partnership's owned commercial aircraft leases expire during 2002; however,  the
lessee has stopped paying on the aircraft  leases in September 2001 and notified
the General  Partner  that they would like to return these  aircraft  before the
lease expiration  date.. In addition to this and the general  uncertainty in the
airline  industry,  the Partnership  has had to renegotiate  leases on its owned
aircraft and partially owned aircraft on a direct finance lease during 2001 that
will result in a decrease in revenues during 2002.

Several other factors may affect the Partnership's  operating performance in the
year 2002 and beyond,  including  changes in the  markets for the  Partnership's
equipment  and changes in the  regulatory  environment  in which that  equipment
operates.

(1) Repricing Risk

Certain portions of the Partnership's railcar, marine container,  marine vessel,
and trailer  portfolios  will be remarketed in 2002 as existing  leases  expire,
exposing   the   Partnership   to   considerable   repricing   risk/opportunity.
Additionally,  the  General  Partner may elect to sell  certain  underperforming
equipment  or  equipment  whose  continued  operation  may become  prohibitively
expensive.  In either  case,  the  General  Partner  intends to re-lease or sell
equipment at  prevailing  market  rates;  however,  the General  Partner  cannot
predict these future rates with any certainty at this time and cannot accurately
assess the effect of such activity on future Partnership performance.

(2) Impact of Government Regulations on Future Operations

The General  Partner  operates the  Partnership's  equipment in accordance  with
current applicable regulations (see Item 1, Section E, Government  Regulations).
However, the continuing implementation of new or modified regulations by some of
the  authorities  mentioned  previously,  or others,  may  adversely  affect the
Partnership's  ability to continue to own or operate equipment in its portfolio.
Additionally,  regulatory  systems  vary  from  country  to  country,  which may
increase the burden to the Partnership of meeting regulatory  compliance for the
same equipment  operated  between  countries.  Ongoing changes in the regulatory
environment, both in the United States and internationally,  cannot be predicted
with accuracy,  and preclude the General Partner from  determining the impact of
such changes on  Partnership  operations or sale of equipment.  Under US Federal
Aviation Regulations, after December 31, 1999, no person may operate an aircraft
to or from any airport in the contiguous  United States unless that aircraft has
been shown to comply with Stage III noise  levels.  The  Partnership's  Stage II
aircraft are scheduled to be sold or re-leased in countries  that do not require
this regulation.

The US Department of Transportation's  Hazardous Materials Regulations regulates
the classification and packaging  requirements of hazardous materials that apply
particularly to Partnership's tank railcars. The Federal Railroad Administration
has mandated that effective July 1, 2000 all tank railcars must be  re-qualified
every ten years from the last test date stenciled on each railcar to insure tank
shell integrity.  Tank shell thickness, weld seams, and weld attachments must be
inspected and repaired if necessary to re-qualify  the tank railcar for service.
The average cost of this  inspection  is $3,600 for jacketed  tank  railcars and
$1,800 for non-jacketed tank railcars, not including any necessary repairs. This
inspection  is to be  performed  at the next  scheduled  tank test and every ten
years thereafter.  The Partnership currently owns 174 jacketed tank railcars and
88 non-jacketed tank railcars that will need re-qualification.  To date, a total
of 17 tank railcars have been inspected with no significant defects.

(3) Distributions

Pursuant to the amended limited  partnership  agreement,  the  Partnership  will
cease to reinvest surplus cash in additional  equipment  beginning on January 1,
2005.  Prior to that date, the General  Partner intends to continue its strategy
of selectively  redeploying equipment to achieve competitive returns, or selling
equipment  that is  underperforming  or whose  operation  becomes  prohibitively
expensive.  During this time,  the  Partnership  will use  operating  cash flow,
proceeds from the sale of equipment,  and additional  debt to meet its operating
obligations,   make  distributions  to  the  partners,  and  acquire  additional
equipment.  In the long term,  changing  market  conditions  and  used-equipment
values may preclude the General Partner from  accurately  determining the impact
of future re-leasing activity and equipment sales on Partnership performance and
liquidity.   Consequently,   the  General   Partner  cannot   establish   future
distribution levels with any certainty at this time.

The General Partner believes that sufficient cash flow will be available in the
future to meet Partnership operating cash flow requirements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Partnership's  primary  market risk  exposure is that of interest  rate and
currency risk.

During 2001,  87% of the  Partnership's  total lease  revenues  from wholly- and
jointly-owned equipment came from non-United  States-domiciled  lessees. Most of
the  Partnership's  leases  require  payment in US  currency.  If these  lessees
currency devalues against the US dollar, the lessees could potentially encounter
difficulty in making the US dollar-denominated lease payments.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The  financial  statements  for the  Partnership  are  listed  on the  Index  to
Financial Statements included in Item 14(a) of this Annual Report on Form 10-K.



<PAGE>



ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

    (A)   Disagreements with Accountants on Accounting and Financial Disclosures

          None

    (B)   Changes in Accountants

          In September 2001, the General Partner  announced that the Partnership
          had engaged  Deloitte & Touche LLP as the  Partnership's  auditors and
          had dismissed  KPMG LLP. KPMG LLP issued  unqualified  opinions on the
          1999  and  2000  financial  statements.  During  1999,  2000  and  the
          subsequent  interim  period  preceding such  dismissal,  there were no
          disagreements with KPMG LLP on any matter of accounting  principles or
          practices,  financial  statement  disclosure,  or  auditing  scope  or
          procedure.













                      (This space intentionally left blank)




<PAGE>


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF PLM FINANCIAL SERVICES, INC.

As of the date of this annual  report,  the directors and executive  officers of
PLM Financial  Services,  Inc. (and key executive  officers of its subsidiaries)
are as follows:
<TABLE>
<CAPTION>
Name                                     Age     Position
---------------------------------------- ------- ------------------------------------------------------------------


<S>                                      <C>
Gary D. Engle                            52      Director,   PLM  Financial   Services,   Inc.,   PLM   Investment
                                                 Management Inc., and PLM Transportation Equipment Corp.

James A. Coyne                           41      Director  and  Secretary,   PLM  Financial   Services  Inc.,  PLM
                                                 Investment  Management,  Inc., and PLM  Transportation  Equipment
                                                 Corp.

Stephen M. Bess                          55      President  and  Director,  PLM  Financial  Services,   Inc.,  PLM
                                                 Investment  Management  Inc.,  and PLM  Transportation  Equipment
                                                 Corp.
</TABLE>

Gary D. Engle was  appointed  a Director  of PLM  Financial  Services,  Inc.  in
January 2002. He was appointed a director of PLM International, Inc. in February
2001. He is a director and President of MILPI.  Since  November  1997, Mr. Engle
has been Chairman and Chief Executive Officer of Semele Group Inc. ("Semele"), a
publicly traded company.  Mr. Engle is President and Chief Executive  Officer of
Equis  Financial  Group  (EFG),  which  he  joined  in  1990 as  Executive  Vice
President.  Mr. Engle purchased a controlling  interest in EFG in December 1994.
He is also President of AFG Realty, Inc.

James A. Coyne was appointed a Director and Secretary of PLM Financial  Services
Inc. in April 2001.  He was  appointed a director of PLM  International,  Inc in
February  2001. He is a director,  Vice  President  and Secretary of MILPI.  Mr.
Coyne has been a director, President and Chief Operating Officer of Semele since
1997. Mr. Coyne is Executive Vice  President of Equis  Corporation,  the general
partner of EFG. Mr. Coyne joined EFG in 1989,  remained until 1993, and rejoined
in November 1994.

Stephen M. Bess was appointed a Director of PLM Financial Services, Inc. in July
1997.  Mr. Bess was  appointed  President  of PLM  Financial  Services,  Inc. in
October  2000. He was appointed  President  and Chief  Executive  Officer of PLM
International,  Inc. in October 2000.  Mr. Bess was  appointed  President of PLM
Investment  Management,  Inc.  in August  1989,  having  served  as Senior  Vice
President of PLM Investment  Management,  Inc. beginning in February 1984 and as
Corporate Controller of PLM Financial Services,  Inc. beginning in October 1983.
He served as Corporate  Controller of PLM, Inc.  beginning in December 1982. Mr.
Bess was  Vice  President-Controller  of  Trans  Ocean  Leasing  Corporation,  a
container  leasing  company,  from  November  1978 to November  1982,  and Group
Finance  Manager  with the Field  Operations  Group of  Memorex  Corporation,  a
manufacturer  of computer  peripheral  equipment,  from October 1975 to November
1978.

The directors of PLM Financial Services, Inc. are elected for a one-year term or
until their successors are elected and qualified.  No family relationships exist
between any director or executive officer of PLM Financial  Services,  Inc., PLM
Transportation Equipment Corp., or PLM Investment Management, Inc.

ITEM 11. EXECUTIVE COMPENSATION

The Partnership has no directors, officers, or employees. The Partnership had no
pension,  profit  sharing,  retirement,  or similar benefit plan in effect as of
December 31, 2001.


<PAGE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     (A)  Security Ownership of Certain Beneficial Owners

          The  General  Partner is  generally  entitled  to a 5% interest in the
          profits and losses  (subject to certain  allocations of income),  cash
          available  for  distributions,  and net  disposition  proceeds  of the
          Partnership.  As of December  31,  2001,  no investor was known by the
          General  Partner  to  beneficially  own  more  than 5% of the  limited
          partnership units of the Partnership.

     (B)  Security Ownership of Management

          Neither  the  General  Partner and its  affiliates  nor any  executive
          officer or director of the General  Partner and its affiliates own any
          limited partnership units of the Partnership as of December 31, 2001.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


     (A)  Transactions with Management and Others

          During 2001, the Partnership paid or accrued the following fees to FSI
          or its affiliates:  management  fees, $0.5 million and  administrative
          and data processing  services  performed on behalf of the Partnership,
          $0.4 million.

          During  2001,  the  Partnership's  proportional  share of ownership in
          USPEs paid or accrued  the  following  fees to FSI or its  affiliates:
          management fees, $0.3 million;  and administrative and data processing
          services, $0.2 million.




















                     (This space intentionally left blank.)





<PAGE>


                                     PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

   (A) 1. Financial Statements

          The financial statements listed in the accompanying Index to Financial
          Statements are filed as part of this Annual Report on Form 10-K.

       2. Financial Statements required under Regulation S-X Rule 3-09

          The  following  financial  statements  are filed as  Exhibits  of this
          Annual Report on Form 10K:

               a. Montgomery Partnership
               b. TAP Trust

     (B)  Financial Statement Schedules

          Schedule II Valuation and Qualifying Accounts

          All other  financial  statement  schedules  have been omitted,  as the
          required  information  is not  pertinent to the  Registrant  or is not
          material,  or because  the  information  required  is  included in the
          financial statements and notes thereto.

      (C) Reports on Form 8-K

          None.

      (D) Exhibits

          4.   Limited  Partnership  Agreement of  Partnership.  Incorporated by
               reference to the Partnership's Registration Statement on Form S-1
               (Reg. No.  33-32258),  which became effective with the Securities
               and Exchange Commission on April 11, 1990.

          4.1  First Amendment to the Amended and Restated  Limited  Partnership
               Agreement dated August 24, 2001.

          10.1 Management  Agreement  between  Partnership  and  PLM  Investment
               Management,  Inc.  incorporated by reference to the Partnership's
               Registration  Statement on Form S-1 (Reg.  No.  33-32258),  which
               became  effective with the Securities and Exchange  Commission on
               April 11, 1990.

          10.2 Loan  Agreement,  amended and restated as of  September  26, 1996
               regarding  Senior  Notes due  November 8, 1999.  Incorporated  by
               reference to the  Partnership's  Annual Report on Form 10-K filed
               with the Securities and Exchange Commission on March 18, 1997.

          10.3 Amendment  No. 1 to the Amended  and  Restated  $38,000,000  Loan
               Agreement,  dated  as  of  December  29,  1997.  Incorporated  by
               reference to the  Partnership's  Annual Report on Form 10-K filed
               with the Securities and Exchange Commission on March 31, 1998.

          10.4 Amendment  No. 2 to the Amended  and  Restated  $38,000,000  Loan
               Agreement,  dated as of August 2, 2000. Incorporated by reference
               to the Partnership's Quarterly Report on Form 10-Q filed with the
               Securities and Exchange Commission on November 10, 2000.

          Financial Statements required under Regulation S-X Rule 3-09:

          99.1 Montgomery Partnership.

          99.2 TAP Trust.




<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Partnership  has duly  caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

The Partnership has no directors or officers.  The General Partner has signed on
behalf of the Partnership by duly authorized officers.


Dated: March 26, 2002            PLM EQUIPMENT GROWTH FUND V
                                 PARTNERSHIP

                                 By:      PLM Financial Services, Inc.
                                          General Partner


                                 By:      /s/ Stephen M. Bess
                                          -----------------------------------
                                          Stephen M. Bess
                                          President and Current Chief Accounting
                                          Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  directors of the  Partnership's  General
Partner on the dates indicated.


Name                                    Capacity                 Date




/s/ Gary D. Engle
--------------------------------
Gary D. Engle                           Director, FSI            March 26, 2002




/s/ James A. Coyne
--------------------------------
James A. Coyne                          Director, FSI            March 26, 2002




/s/ Stephen M. Bess
--------------------------------
Stephen M. Bess                         Director, FSI            March 26, 2002



<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          INDEX TO FINANCIAL STATEMENTS

                                  (Item 14(a))


                                                                          Page

Independent auditors' reports                                             27-28

Balance sheets as of December 31, 2001 and 2000                            29

Statements of income for the years ended
     December 31, 2001, 2000, and 1999                                     30

Statements of changes in partners' capital for the
     years ended December 31, 2001, 2000, and 1999                         31

Statements of cash flows for the years ended
     December 31, 2001, 2000, and 1999                                     32

Notes to financial statements                                             33-44

Independent auditors' reports on financial statement schedule

Schedule II Valuation and Qualifying Accounts









<PAGE>










INDEPENDENT AUDITORS' REPORT





The Partners
PLM Equipment Growth Fund V:


We have audited the  accompanying  balance sheet of PLM Equipment  Growth Fund V
(the  "Partnership"),  as of December 31, 2001,  and the related  statements  of
income,  changes in partners'  capital,  and cash flows for the year then ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects, the financial position of the Partnership as of December 31, 2001, and
the  results  of its  operations  and its cash  flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.






/s/ Deloitte & Touche LLP


Certified Public Accountants

Tampa, Florida
March 8, 2002



<PAGE>










INDEPENDENT AUDITORS' REPORT





The Partners
PLM Equipment Growth Fund V:


We have audited the  accompanying  balance sheet of PLM Equipment  Growth Fund V
("the  Partnership")  as of  December  31, 2000 and the  related  statements  of
income, changes in partners' capital and cash flows for each of the years in the
two-year  period ended  December 31, 2000.  These  financial  statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of PLM Equipment Growth Fund V as
of December  31, 2000 and the results of its  operations  and its cash flows for
each of the years in the two-year  period ended  December 31, 2000 in conformity
with accounting principles generally accepted in the United States of America.




/s/ KPMG LLP

SAN FRANCISCO, CALIFORNIA
March 12, 2001


<PAGE>



                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                                 BALANCE SHEETS
                                  December 31,
                 (in thousands of dollars, except unit amounts)
<TABLE>
<CAPTION>


                                                                                     2001                 2000
                                                                                 -----------------------------------
ASSETS

<S>                                                                              <C>                  <C>
Equipment held for operating leases, at cost                                     $    73,711          $    74,849
Less accumulated depreciation                                                        (62,572)             (58,086)
                                                                                 -----------------------------------
                                                                                      11,139               16,763
Equipment held for sale                                                                   --                1,309
                                                                                 -----------------------------------
  Net equipment                                                                       11,139               18,072

Cash and cash equivalents                                                              6,312                1,799
Restricted cash                                                                           --                  445
Accounts receivable, less allowance for doubtful accounts of
    $664 in 2001 and $34 in 2000                                                       1,041                1,578
Investments in unconsolidated special-purpose entities                                 5,703                8,189
Lease negotiation fees to affiliate, less accumulated
    amortization of $33 in 2001 and $17 in 2000                                           14                    7
Debt issuance costs, less accumulated amortization
    of $110 in 2000                                                                       --                   23
Prepaid expenses and other assets                                                         34                   39
                                                                                 -----------------------------------

      Total assets                                                               $    24,243          $    30,152
                                                                                 ===================================

LIABILITIES AND PARTNERS' CAPITAL

Liabilities
Accounts payable and accrued expenses                                            $       410          $       245
Due to affiliates                                                                        194                  259
Lessee deposits and reserve for repairs                                                3,149                2,728
Note payable                                                                              --                5,474
                                                                                 -----------------------------------
  Total liabilities                                                                    3,753                8,706
                                                                                 -----------------------------------

Commitments and contingencies

Partners' capital
Limited partners (limited partnership units of 8,533,465 and
      9,065,911 as of December 31, 2001 and 2000, respectively)                       20,490               21,446
General Partner                                                                           --                   --
                                                                                 -----------------------------------
  Total partners' capital                                                             20,490               21,446
                                                                                 -----------------------------------

      Total liabilities and partners' capital                                    $    24,243          $    30,152
                                                                                 ===================================

</TABLE>










                 See accompanying notes to financial statements.

                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                              STATEMENTS OF INCOME
                        For the Years Ended December 31,
         (in thousands of dollars, except weighted-average unit amounts)
<TABLE>
<CAPTION>

                                                                           2001            2000           1999
                                                                        -------------------------------------------
REVENUES

<S>                                                                     <C>            <C>             <C>
Lease revenue                                                           $  11,029      $   20,918      $  20,276
Interest and other income                                                     242             204            239
Net gain on disposition of equipment                                        1,246           1,351            253
                                                                        -------------------------------------------
    Total revenues                                                         12,517          22,473         20,768
                                                                        -------------------------------------------

EXPENSES

Depreciation and amortization                                               5,652           8,178          9,322
Repairs and maintenance                                                     1,074           1,781          1,535
Equipment operating expenses                                                  317           4,984          3,275
Insurance expenses                                                            196             206            642
Management fees to affiliate                                                  454           1,013          1,027
Interest expense                                                              141           1,013          1,288
General and administrative expenses to affiliates                             443             776            914
Other general and administrative expenses                                     527             879            659
Loss on revaluation of equipment                                               --              --          2,899
Provision for bad debts                                                       631              55             13
                                                                        -------------------------------------------
    Total expenses                                                          9,435          18,885         21,574
                                                                        -------------------------------------------

Equity in net income of unconsolidated
  special-purpose entities                                                    186             406          2,108
                                                                        -------------------------------------------
Net income                                                              $   3,268      $    3,994      $   1,302
                                                                        ===========================================

Partners' share of net income

Limited partners                                                        $   3,149      $    3,517      $     824
General Partner                                                               119             477            478
                                                                        -------------------------------------------

Total                                                                   $   3,268      $    3,994      $   1,302
                                                                        ===========================================

Limited partners' net income per
    weighted-average limited partnership unit                           $    0.35      $     0.39      $    0.09
                                                                        ===========================================

Cash distribution                                                       $   1,720      $    9,544      $   8,617
                                                                        ===========================================

Cash distribution per weighted-average limited
    partnership unit                                                    $    0.18      $     1.00      $    0.90
                                                                        ===========================================
</TABLE>










                 See accompanying notes to financial statements.

                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
              For the Years Ended December 31, 2001, 2000, and 1999
                            (in thousands of dollars)

<TABLE>
<CAPTION>

                                                        Limited            General
                                                       Partners            Partner             Total
                                                     ----------------------------------------------------

<S>                                                   <C>                  <C>             <C>
  Partners' capital as of December 31, 1998           $    34,406          $   --          $    34,406

Net income                                                    824             478                1,302

Purchase of limited partnership units                         (85)             --                  (85)

Cash distribution                                          (8,139)           (478)              (8,617)
                                                      ---------------------------------------------------

  Partners' capital as of December 31, 1999                27,006              --               27,006

Net income                                                  3,517             477                3,994

Purchase of limited partnership units                         (10)             --                  (10)

Cash distribution                                          (9,067)           (477)              (9,544)
                                                      ---------------------------------------------------

  Partners' capital as of December 31, 2000                21,446              --               21,446

Net income                                                  3,149             119                3,268

Purchase of limited partnership units                      (2,504)             --               (2,504)

Cash distribution                                          (1,601)           (119)              (1,720)
                                                      ---------------------------------------------------

  Partners' capital as of December 31, 2001           $    20,490          $   --          $    20,490
                                                      ===================================================

</TABLE>


























                 See accompanying notes to financial statements.



<PAGE>




                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                            STATEMENTS OF CASH FLOWS
                        For the Years Ended December 31,
                            (in thousands of dollars)
<TABLE>
<CAPTION>

                                                                            2001            2000            1999
                                                                        ----------------------------------------------
 OPERATING ACTIVITIES
<S>                                                                      <C>             <C>             <C>
 Net income                                                              $    3,268      $    3,994      $    1,302
 Adjustments to reconcile net income to net cash
       provided by (used in) operating activities:
   Depreciation and amortization                                              5,652           8,178           9,322
   Provision for bad debts                                                      631              55              13
   Loss on revaluation of equipment                                              --              --           2,899
   Net gain on disposition of equipment                                      (1,246)         (1,351)           (253)
   Equity in net income of unconsolidated
     special-purpose entities                                                  (186)           (406)         (2,108)
   Changes in operating assets and liabilities:
     Restricted cash                                                            445              (4)           (333)
     Accounts receivable, net                                                  (103)            554             986
     Prepaid expenses and other assets                                            5              15              27
     Accounts payable and accrued expenses                                      (49)           (256)            (92)
     Due to affiliates                                                          (65)            (45)            (35)
     Lessee deposits and reserve for repairs                                    421              87             338
                                                                         ---------------------------------------------
        Net cash provided by operating activities                             8,773          10,821          12,066
                                                                         ---------------------------------------------

 INVESTING ACTIVITIES
 Proceeds from disposition of equipment                                       2,679           7,183             860
 Payments for purchase of equipment and capitalized repairs                      (4)         (2,679)         (1,256)
Distribution from liquidation of unconsolidated
   special-purpose entity                                                       --              --           7,354
Distribution from unconsolidated special-purpose entities                    2,673           1,850             265
Payments of acquisition fees to affiliate                                     (101)             --             (56)
Payments of lease negotiation fees to affiliate                                (23)             --             (13)
                                                                        ---------------------------------------------
      Net cash provided by investing activities                              5,224           6,354           7,154
                                                                        ---------------------------------------------

FINANCING ACTIVITIES
Payments of note payable                                                    (5,474)        (10,010)         (8,104)
Proceeds from short-term loan from affiliate                                    --           4,500           3,200
Payment of short-term loan to affiliate                                         --          (4,500)         (3,200)
Cash distribution paid to General Partner                                     (119)           (477)            (48)
Cash distribution paid to limited partners                                  (1,601)         (9,067)         (8,139)
Purchase of limited partnership units                                       (2,290)            (10)            (85)
                                                                        ---------------------------------------------
      Net cash used in financing activities                                 (9,484)        (19,564)        (16,806)
                                                                        ---------------------------------------------

Net increase (decrease) in cash and cash equivalents                         4,513          (2,389)          2,414
Cash and cash equivalents at beginning of year                               1,799           4,188           1,774
                                                                        ---------------------------------------------
Cash and cash equivalents at end of year                                $    6,312      $    1,799      $    4,188
                                                                        =============================================

SUPPLEMENTAL INFORMATION
Interest paid                                                           $      224      $    1,083      $    1,348
                                                                        =============================================
</TABLE>





                 See accompanying notes to financial statements.


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

ORGANIZATION

PLM Equipment Growth Fund V, a California limited partnership (the Partnership),
was formed on November 14, 1989 to engage in the business of owning, leasing, or
otherwise  investing in predominately used transportation and related equipment.
PLM Financial  Services,  Inc. (FSI) is the General Partner of the  Partnership.
FSI is a wholly owned subsidiary of PLM International, Inc. (PLM International).

FSI  manages  the  affairs  of  the  Partnership.   Cash  distributions  of  the
Partnership  are generally  allocated 95% to the limited  partners and 5% to the
General  Partner.  Net income is allocated to the General  Partner to the extent
necessary  to cause the General  Partner's  capital  account to equal zero.  The
General Partner is entitled to  subordinated  incentive fees equal to 5% of cash
available for distribution and 5% of net disposition proceeds (as defined in the
partnership  agreement),  which are  distributed  by the  Partnership  after the
limited partners have received a certain minimum rate of return.

Pursuant to the equitable  settlement related to the Koch and Romei actions (see
Note 10), the Partnership  phases have been amended.  The amendment  extends the
period in which the Partnership will be able to reinvest its cash flow,  surplus
cash,  and equipment  sale proceeds in additional  equipment  until December 31,
2004. During that time, the General Partner may purchase  additional  equipment,
consistent with the objectives of the  Partnership,  and the amount of front-end
fees that FSI may earn has been increased 20% (including  acquisition  and lease
negotiation  fees).  The  Partnership  will be  terminated on December 31, 2010,
unless  terminated  earlier upon the sale of all  equipment or by certain  other
events. As a result of the equitable  settlement,  the Partnership's  redemption
plan has been terminated and the General Partner has agreed to purchase  594,820
units and, as of December  31,  2001,  has paid or accrued  $2.5  million to the
purchasing agent for this purchase.

As of December 31, 2001, the purchasing agent purchased 532,446 units,  which is
reflected  as a  reduction  in  Partnership  units.  The  purchasing  agent also
purchased an additional  55,449 during January 2002. The General Partner expects
the remaining 6,925 units to be purchased during the remainder of 2002.

Under the former  redemption  plan,  for the years ended  December  31, 2000 and
1999, the Partnership had purchased 2,000 and 13,117 limited  partnership  units
for $10,000 and $0.1 million, respectively.

ESTIMATES

These financial statements have been prepared on the accrual basis of accounting
in accordance with accounting principles generally accepted in the United States
of America.  This requires  management to make  estimates and  assumptions  that
affect the reported amounts of assets and liabilities, disclosures of contingent
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses  during the reporting  period.  Actual  results
could differ from those estimates.

OPERATIONS

The  equipment of the  Partnership  is managed,  under a  continuing  management
agreement,  by PLM Investment Management,  Inc. (IMI), a wholly owned subsidiary
of FSI. IMI receives a monthly  management fee from the Partnership for managing
the equipment (see Note 2). FSI, in  conjunction  with its  subsidiaries,  sells
equipment to investor  programs and third  parties,  manages  pools of equipment
under agreements with the investor  programs,  and is a general partner of other
programs.

ACCOUNTING FOR LEASES

The  Partnership's  leasing  operations  generally  consist of operating leases.
Under the operating lease method of accounting,  the leased asset is recorded at
cost and  depreciated  over its  estimated  useful  life.  Rental  payments  are
recorded as revenue over the lease term as earned in accordance  with  Statement
of


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION (continued)

ACCOUNTING FOR LEASES (continued)

Financial  Accounting Standards (SFAS) No. 13, "Accounting for Leases" (SFAS No.
13). Lease  origination costs are capitalized and amortized over the term of the
lease.  Periodically,  the  Partnership  leases  equipment with lease terms that
qualify for direct finance lease classification, as required by SFAS No. 13.

DEPRECIATION AND AMORTIZATION

Depreciation of  transportation  equipment held for operating leases is computed
on the  double-declining  balance method,  taking a full month's depreciation in
the month of  acquisition,  based upon  estimated  useful  lives of 15 years for
railcars and 12 years for all other equipment.  The depreciation  method changes
to straight-line when annual depreciation expense using the straight-line method
exceeds that calculated by the double-declining balance method. Acquisition fees
and certain other acquisition costs have been capitalized as part of the cost of
the equipment.  Lease  negotiation fees are amortized over the initial equipment
lease term.  Debt issuance costs are amortized over the term of the related loan
using the straight-line  method that approximates the effective  interest method
(see Note 7). Major expenditures that are expected to extend the useful lives or
reduce future operating expenses of equipment are capitalized and amortized over
the remaining life of the equipment.

Pursuant to the equitable  settlement (see Note 10), during 2001 the Partnership
paid additional acquisition and lease negotiation fees of $0.1 million to FSI on
equipment  purchased in 1999.  Depreciation and  amortization of $22,000,  which
represents the cumulative  effect of depreciation and  amortization  that should
have been  recorded  from the purchase of equipment in 1999 until the  equitable
settlement, was recorded during 2001.

TRANSPORTATION EQUIPMENT

Equipment held for operating leases is stated at cost less any reductions to the
carrying  value as required by SFAS No. 121  "Accounting  for the  Impairment of
Long-Lived  Assets and for Long-Lived  Assets to Be Disposed Of" (SFAS No. 121).
Equipment  held for sale is stated at the lower of the  equipment's  depreciated
cost or fair value,  less cost to sell, and is subject to a pending contract for
sale.

In accordance with SFAS No. 121, the General Partner reviews the carrying values
of the  Partnership's  equipment  portfolio  at  least  quarterly  and  whenever
circumstances  indicate  that  the  carrying  value  of  an  asset  may  not  be
recoverable  due  to  expected  future  market  conditions.   If  the  projected
undiscounted  cash flows and the fair market  value of the  equipment  were less
than the carrying  value of the equipment,  a loss on revaluation  was recorded.
During 2001, a  unconsolidated  special-purpose  entity  (USPE) trust owning two
Stage  III  commercial  aircraft  on a  direct  finance  lease  reduced  its net
investment in the finance lease receivable due to a series of lease  amendments.
The Partnership's  proportionate  share of this writedown,  which is included in
equity in net income (loss) of the USPE in the accompanying statement of income,
was $1.0 million.  Reductions  of $2.9 million to the carrying  value of a owned
marine vessel were required  during 1999. No reductions to the carrying value of
owned  equipment were required during 2001 and 2000 or partially owned equipment
during 2000 and 1999.

In October  2001,  Financial  Accounting  Standards  Board  issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS No. 144),
which replaces SFAS No. 121. SFAS No. 144 provides updated  guidance  concerning
the  recognition  and  measurement  of an  impairment  loss for certain types of
long-lived  assets,  expands the scope of a discontinued  operation to include a
component of an entity,  and eliminates the current  exemption to  consolidation
when  control  over a  subsidiary  is likely to be  temporary.  SFAS No.  144 is
effective for fiscal years beginning after December 15, 2001.


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION (continued)

TRANSPORTATION EQUIPMENT (continued)

The  Partnership  will apply the new rules on accounting  for the  impairment or
disposal of long-lived  assets  beginning in the first quarter of 2002, and they
are not anticipated to have an impact on the Partnership's earnings or financial
position.

INVESTMENTS IN UNCONSOLIDATED SPECIAL-PURPOSE ENTITIES

The Partnership has interests in USPEs that own transportation equipment.  These
are  single  purpose  entities  that do not have  any  debt or  other  financial
encumbrances and are accounted for using the equity method.

The Partnership's investment in USPEs includes acquisition and lease negotiation
fees paid by the Partnership to PLM Transportation  Equipment  Corporation (TEC)
and PLM Worldwide Management Services (WMS). TEC is a wholly owned subsidiary of
FSI and WMS is a wholly owned subsidiary of PLM International. The Partnership's
interest in USPEs are managed by IMI. The  Partnership's  equity interest in the
net income (loss) of USPEs is reflected  net of management  fees paid or payable
to IMI and the  amortization of acquisition and lease  negotiation  fees paid to
TEC and WMS.

REPAIRS AND MAINTENANCE

Repairs and maintenance costs related to marine vessels,  railcars, and trailers
are usually the obligation of the Partnership and are charged against operations
as  incurred.  Certain  costs  associated  with marine  vessel  dry-docking  are
estimated and accrued  ratably over the period prior to such  dry-docking.  If a
marine vessel is sold and there is a balance in the dry-docking  reserve account
for that  marine  vessel,  the  balance in the  reserve  account is  included as
additional  gain on  disposition.  Maintenance  costs  of  aircraft  and  marine
containers  are  the  obligation  of  the  lessee.   To  meet  the   maintenance
requirements of certain  aircraft  airframes and engines,  reserve  accounts are
prefunded  by the  lessee  over the  period of the lease  based on the number of
hours this equipment is used times the estimated rate to repair this  equipment.
If repairs exceed the amount  prefunded by the lessee,  the Partnership may have
the obligation to fund and accrue the difference.  In certain instances,  if the
aircraft  is sold and there is a balance in the  reserve  account for repairs to
that aircraft,  the balance in the reserve account is reclassified as additional
gain on disposition. The aircraft reserve accounts and marine vessel dry-docking
reserve  accounts  are  included in the  accompanying  balance  sheets as lessee
deposits and reserve for repairs.

NET INCOME AND DISTRIBUTIONS PER LIMITED PARTNERSHIP UNIT

Special  allocations  of income  are made to the  General  Partner to the extent
necessary to cause the capital account balance of the General Partner to be zero
as of the close of such year.  The  limited  partners'  net income is  allocated
among the  limited  partners  based on the number of limited  partnership  units
owned by each limited partner and on the number of days of the year each limited
partner is in the Partnership.

Cash distributions of the Partnership are generally allocated 95% to the limited
partners and 5% to the General  Partner and may include amounts in excess of net
income.

Cash  distributions  are  recorded  when  paid.  Monthly  unitholders  receive a
distribution  check 15 days after the close of the previous month's business and
quarterly  unitholders  receive a distribution  check 45 days after the close of
the quarter.

Cash  distributions to investors in excess of net income are considered a return
of capital. Cash distributions to the limited partners of $5.5 million, and $7.3
million in 2000, and 1999, respectively, were


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS

1.   BASIS OF PRESENTATION  (continued)

NET INCOME AND DISTRIBUTIONS PER LIMITED PARTNERSHIP UNIT (continued)

deemed to be a return of capital.  None of the cash distributions to the limited
partners during 2001 were deemed to be a return of capital.

Cash  distributions  related to the fourth  quarter of $1.6 million in 2000, and
$1.7  million in 1999,  were paid  during the first  quarter of 2001,  and 2000,
respectively.  There were no cash  distributions  related to the fourth  quarter
2001 paid during the first quarter of 2002.

NET INCOME PER WEIGHTED-AVERAGE PARTNERSHIP UNIT

Net income per  weighted-average  Partnership  unit was computed by dividing net
income  attributable  to  limited  partners  by the  weighted-average  number of
Partnership  units  deemed  outstanding  during the year.  The  weighted-average
number of Partnership units deemed  outstanding  during the years ended December
31, 2001, 2000, and 1999, was 9,061,535, 9,066,391, and 9,071,929, respectively.

CASH AND CASH EQUIVALENTS

The Partnership considers highly liquid investments that are readily convertible
to known  amounts of cash with  original  maturities of one year or less as cash
equivalents.  The carrying amount of cash equivalents  approximates  fair market
value due to the short-term nature of the investments.

COMPREHENSIVE INCOME

The  Partnership's  comprehensive  income is equal to net  income  for the years
ended December 31, 2001, 2000, and 1999.

RESTRICTED CASH

As of December 31, 2000,  restricted cash represented  lessee security  deposits
held by the Partnership.

NEW ACCOUNTING STANDARDS

On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets" (SFAS No.
142), was approved by the FASB. SFAS No. 142 changes the accounting for goodwill
and other intangible assets determined to have an indefinite useful life from an
amortization method to an impairment-only  approach.  Amortization of applicable
intangible assets will cease upon adoption of this statement. The Partnership is
required  to  implement  SFAS  No.  142 on  January  1,  2002 and it has not yet
determined  the  impact,  if any,  this  statement  will  have on its  financial
position or results of operations.

2.   GENERAL PARTNER AND TRANSACTIONS WITH AFFILIATES

An officer of FSI contributed $100 of the Partnership's  initial capital.  Under
the equipment management agreement, IMI, subject to certain reductions, receives
a monthly management fee attributable  either to owned equipment or interests in
equipment  owned by the USPEs  equal to the lesser of (i) the fees that would be
charged by an independent third party for similar services for similar equipment
or (ii) the sum of (a) 5% of the gross lease revenues  attributable to equipment
that is subject to  operating  leases,  (b) 2% of the gross lease  revenues,  as
defined in the agreement,  that is subject to full payout net leases,  or (c) 7%
of the gross lease revenues  attributable to equipment,  if any, that is subject
to per diem leasing  arrangements and thus is operated by the  Partnership.  The
Partnership's  management fee in 2001 was less than an  independent  third party
management  fee  charged  for  similar  services  for  similar  equipment.   The
Partnership  reimbursed  FSI for data  processing  and  administrative  expenses
directly  attributable  to the  Partnership in the amount of $0.4 million,  $0.8
million, and $0.9 million during 2001, 2000, and 1999, respectively.


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS

2.   GENERAL PARTNER AND TRANSACTIONS WITH AFFILIATES (continued)

The Partnership's  proportional share of USPEs management fees to affiliate were
$0.3 million  during 2001,  2000 and 1999,  and the  Partnership's  proportional
share of administrative  and data processing  expenses to affiliate $0.2 million
during 2001 and $0.1 million  during  2000,  and 1999.  Both of these  affiliate
expenses reduced the Partnership's  proportional share of the equity interest in
income in USPEs.

The  Partnership and the USPEs paid or accrued  equipment  acquisition and lease
negotiation  fees of $0.1 million,  $-0-, and $0.1 million to TEC in 2001, 2000,
and 1999, respectively.

The Partnership owned certain equipment in conjunction with affiliated  programs
during 2001, 2000, and 1999 (see Note 4).

The Partnership  borrowed a total $4.5 million and $3.2 million from the General
Partner  for a period of time during  2000 and 1999,  respectively.  The General
Partner charged the Partnership  market interest rates for the time the loan was
outstanding.  Total interest paid to the General  Partner was $0.1 million,  and
$15,000 during 2000, and 1999,  respectively.  There were no similar  borrowings
during 2001.

The balance due to  affiliates as of December 31, 2001 includes $0.1 million due
to FSI and its affiliates for management fees and $0.1 million due to affiliated
USPEs.  The balance due to  affiliates  as of December  31, 2000  includes  $0.2
million due to FSI and its affiliates  for management  fees and $0.1 million due
to affiliated USPEs.

3. EQUIPMENT

The  components  of  owned  equipment  as of  December  31 were as  follows  (in
thousands of dollars):
<TABLE>
<CAPTION>

         Equipment Held for Operating Leases                2001                  2000
------------------------------------------------------  -----------------------------------
<S>                                                     <C>                  <C>
  Aircraft                                              $    55,172          $     55,071
  Rail equipment                                             11,265                11,288
  Marine containers                                           5,059                 6,245
  Trailers                                                    2,215                 2,245
                                                        -----------------------------------
                                                             73,711                74,849
  Less accumulated depreciation                             (62,572)              (58,086)
                                                        -----------------------------------
                                                             11,139                16,763
  Equipment held for sale                                        --                 1,309
                                                        -----------------------------------
    Net equipment                                       $    11,139          $     18,072
                                                        ===================================
</TABLE>

Revenues are earned under operating leases. In most cases,  lessees are invoiced
for equipment  leases on a monthly  basis.  All equipment  invoiced  monthly are
based on a fixed  rate.  The  Partnership's  marine  containers  are  leased  to
operators of  utilization-type  leasing  pools that include  equipment  owned by
unaffiliated  parties.  In such instances,  revenues received by the Partnership
consist of a specified  percentage  of revenues  generated by leasing the pooled
equipment to sublessees,  after deducting  certain direct operating  expenses of
the pooled equipment. Rental revenues for trailers are based on a per-diem lease
in the free running interchange with the railroads.

As of December 31, 2001, all owned equipment was on lease except for 87 railcars
with a net book  value of $0.5  million.  As of  December  31,  2000,  all owned
equipment was on lease except for 6 railcars with a net book value of $26,000.

Equipment held for operating leases is stated at cost less any reductions to the
carrying  value as  required  by SFAS 121.  Reductions  of $2.9  million  to the
carrying value of a owned marine vessel was required  during 1999. No reductions
to the carrying value were required during 2001 and 2000.

As of December 31, 2000,  the  Partnership  held a marine vessel with a net book
value of $1.3 million as equipment held for sale.  During  February  2001,  this
marine vessel was sold.


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS

3. EQUIPMENT (continued)

During 2000, the Partnership  purchased a hush-kit for one of the  Partnership's
McDonnell Douglas DC-9 commercial aircraft for $2.7 million. The Partnership was
required to install this hush-kit per the lease agreement for this equipment.

During 2001, the Partnership  disposed of a marine vessel that was held for sale
at  December  31,  2000,  marine  containers,  trailers,  and a railcar  with an
aggregate net book value of $1.4 million,  for $2.7  million.  During 2000,  the
Partnership  disposed  of a marine  vessel,  marine  containers,  trailers,  and
railcars  with an aggregate  net book value of $6.0  million,  for $7.2 million.
Included in the 2000 net gain on  disposition of assets is the unused portion of
marine vessel drydocking of $0.1 million.

All wholly- and  jointly-owned  equipment on lease is accounted for as operating
leases,  except for two jointly owned  commercial  aircraft on a direct  finance
lease.  Future  minimum  rentals under  noncancelable  operating  leases,  as of
December 31, 2001, for wholly- and  jointly-owned  equipment  during each of the
next five years are  approximately  $8.7 million in 2002;  $5.1 million in 2003;
$4.0  million in 2004;  $2.0  million in 2005;  $1.5  million in 2006;  and $0.7
million  thereafter.  Per diem and short-term  rentals consisting of utilization
rate lease payments  included in lease revenues  amounted to approximately  $7.3
million, $13.9 million, and $9.2 million in 2001, 2000, and 1999, respectively.

4. INVESTMENTS IN UNCONSOLIDATED SPECIAL-PURPOSE ENTITIES

The  Partnership  owns equipment  jointly with  affiliated  programs.  These are
single  purpose   entities  that  do  not  have  any  debt  or  other  financial
encumbrances.

The net investments in USPEs include the following  jointly owned equipment (and
related assets and liabilities) as of December 31 (in thousands of dollars):
<TABLE>
<CAPTION>
                                                                                            2001             2000
                                                                                        ------------------------------
<S>                                                                                     <C>             <C>
         48% interest in an entity owning a product tanker                              $   4,248       $    4,961
         25% interest in a trust owning two commercial stage III aircraft
                   on a direct finance lease                                                  855            2,245
         50% interest in an entity owning a product tanker                                    600              983
                                                                                        ----------      -----------
             Net investments                                                            $   5,703       $    8,189
                                                                                        ==========      ===========
</TABLE>

As  of  December  31,  2001  and  2000,  all  jointly-owned   equipment  in  the
Partnership's USPE portfolio was on lease.

During 2001, the USPE trust owning two commercial stage III aircraft on a direct
finance lease reduced its net investment in the finance lease  receivable due to
a series of lease  amendments.  The  Partnership's  proportionate  share of this
writedown,  which is included in equity in net income  (loss) of the USPE in the
accompanying statement of income, was $1.0 million.


<PAGE>



                           PLM EQUIPMENT GROWTH FUND V
                            (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS


4. INVESTMENTS IN UNCONSOLIDATED SPECIAL-PURPOSE ENTITIEs (continued)

The  following  summarizes  the  financial  information  for the  USPEs  and the
Partnership's  interest  therein as of and for the years  ended  December 31 (in
thousands of dollars):
<TABLE>
<CAPTION>

                                    2001                          2000                        1999
                           --------------------------    --------------------------    --------------------------
                                         Net Interest                  Net Interest                 Net Interest
                              Total           of           Total           of            Total           of
                              USPEs      Partnership       USPEs       Partnership       USPEs      Partnership
                           --------------------------    --------------------------    --------------------------

<S>                        <C>            <C>            <C>            <C>            <C>          <C>
      Net Investments      $   13,591     $    5,703     $   21,434     $    8,189     $   25,000   $    9,633
      Lease revenues           13,613          6,568         12,433          6,107         10,347        5,068
      Net income (loss)          (860)           186          1,682            406         11,039        2,108
</TABLE>

5. OPERATING SEGMENTS

The Partnership operates primarily in five operating segments: aircraft leasing,
marine container leasing,  marine vessel leasing,  trailer leasing,  and railcar
leasing.  Each  equipment  leasing  segment  engages in  short-term  to mid-term
operating leases to a variety of customers.

The General Partner evaluates the performance of each segment based on profit or
loss  from  operations  before  allocation  of  interest  expense,  general  and
administrative  expenses,  and certain other expenses.  The segments are managed
separately due to different business strategies for each operation.

The following  tables present a summary of the operating  segments (in thousands
of dollars):
<TABLE>
<CAPTION>

                                                      Marine    Marine
                                           Aircraft  Container   Vessel   Trailer    Railcar     All
     For the  Year  Ended  December  31,   Leasing   Leasing    Leasing   Leasing    Leasing    Other(1)      Total
     2001
     ------------------------------------  --------- ---------  --------  ---------  --------- ---------  ----------

     REVENUES
<S>                                        <C>       <C>        <C>       <C>        <C>       <C>        <C>
       Lease revenue                       $  8,486  $    312   $     66  $    366   $  1,799  $     --   $ 11,029
       Interest and other income                 34        --          1        --          6       201        242
       Gain  (loss)  on   disposition   of       (1)      130      1,116         5         (4)       --      1,246
     equipment
                                           ------------------------------------------------------------------------
         Total revenues                       8,519       442      1,183       371      1,801       201     12,517
                                           ------------------------------------------------------------------------

     COSTS AND EXPENSES
       Operations support                       135         1        331       203        808       109      1,587
       Depreciation and amortization          4,619       320         --       127        551        35      5,652
       Interest expense                          --        --         --        --         --       141        141
       Management fees to affiliate             290        15          3        19        127        --        454
       General and administrative expenses       38        --         24        64         61       783        970
       Provision for bad debts                  654        --         --       (10)       (13)       --        631
                                           ------------------------------------------------------------------------
         Total costs and expenses             5,736       336        358       403      1,534     1,068      9,435
                                           ------------------------------------------------------------------------
     Equity in net income (loss) of USPEs      (725)       --        911        --         --        --        186
                                           ------------------------------------------------------------------------
         Net income (loss)                 $  2,058  $    106   $  1,736  $    (32)  $    267  $   (867)  $  3,268
                                           ========================================================================

         Total  assets as of December  31, $  9,662  $    408   $  4,914  $    582   $  2,317  $  6,360   $ 24,243
         2001
                                           ========================================================================

(1)  Includes certain assets not identifiable to a specific segment such as cash
     and prepaid  expenses.  Also includes certain interest income and costs not
     identifiable to a particular segment,  such as interest expense and certain
     amortization, general and administrative and operations support expenses.
</TABLE>

<PAGE>



                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS

5. OPERATING SEGMENTS (continued)

<TABLE>
<CAPTION>

                                                      Marine    Marine
                                           Aircraft  Container  Vessel    Trailer    Railcar     All
     For the  Year  Ended  December  31,   Leasing   Leasing    Leasing   Leasing    Leasing    Other(1)   Total
     2000
     ------------------------------------  --------- ---------  --------  ---------  --------- ---------  ----------

     REVENUES
<S>                                        <C>       <C>        <C>       <C>        <C>       <C>        <C>
       Lease revenue                       $  8,063  $    412   $  8,123  $  1,944   $  2,376  $     --   $ 20,918
       Interest income and other                  9        --         15        --         --       180        204
       Gain on disposition of equipment          --       189         79     1,054         29        --      1,351
                                           ------------------------------------------------------------------------
         Total revenues                       8,072       601      8,217     2,998      2,405       180     22,473
                                           ------------------------------------------------------------------------

     COSTS AND EXPENSES
       Operations support                       281         7      5,349       731        565        38      6,971
       Depreciation and amortization          5,377       451      1,283       464        542        61      8,178
       Interest expense                          --        --         --        --         --     1,013      1,013
       Management fees to affiliate             279        20        406       117        191        --      1,013
       General and administrative expenses      165        --         48       452         70       920      1,655
       Provision for bad debts                   --        --         --        51          4        --         55
                                           ------------------------------------------------------------------------
         Total costs and expenses             6,102       478      7,086     1,815      1,372     2,032     18,885
                                           ------------------------------------------------------------------------
     Equity in net income (loss) of USPEs       384        --         22        --         --        --        406
                                           ------------------------------------------------------------------------
         Net income (loss)                 $  2,354  $    123   $  1,153  $  1,183   $  1,033  $ (1,852)  $  3,994
                                           ========================================================================

         Total  assets as of December  31, $ 15,860  $    946   $  7,852  $    742   $  2,891  $  1,861   $ 30,152
         2000
                                           ========================================================================
</TABLE>
<TABLE>
<CAPTION>

                                                      Marine    Marine
                                           Aircraft  Container   Vessel   Trailer    Railcar     All
     For the  Year  Ended  December  31,   Leasing   Leasing    Leasing   Leasing    Leasing    Other(1)      Total
     1999
     ------------------------------------  --------- ---------  --------  ---------  --------- ---------  ----------

     REVENUES
<S>                                        <C>       <C>        <C>       <C>        <C>       <C>        <C>
       Lease revenue                       $  8,162  $    699   $  6,214  $  2,727   $  2,474  $     --   $ 20,276
       Interest income and other                 59        13          6        --         28       133        239
       Gain  (loss)  on   disposition   of       --       249         --       (16)        20        --        253
     equipment
                                           ------------------------------------------------------------------------
         Total revenues                       8,221       961      6,220     2,711      2,522       133     20,768
                                           ------------------------------------------------------------------------

     COSTS AND EXPENSES
       Operations support                       162         5      3,882       870        485        48      5,452
       Depreciation and amortization          5,264       590      2,063       666        600       139      9,322
       Interest expense                          --        --         --        --         --     1,288      1,288
       Management fees to affiliate             334        35        311       171        176        --      1,027
       General and administrative expenses       67        --         35       628         52       791      1,573
       Loss on revaluation                       --        --      2,899        --         --        --      2,899
       Provision  for  (recovery  of)  bad       --        (4 )       --        29        (12 )      --         13
     debts
                                           ------------------------------------------------------------------------
         Total costs and expenses             5,827       626      9,190     2,364      1,301     2,266     21,574
                                           ------------------------------------------------------------------------
     Equity in net income of USPEs            1,811        --        297        --         --        --      2,108
                                           ------------------------------------------------------------------------
         Net income (loss)                 $  4,205  $    335   $ (2,673 )$    347   $  1,221  $ (2,133 ) $  1,302
                                           ========================================================================

(1)  Includes certain assets not identifiable to a specific segment such as cash
     and prepaid  expenses.  Also includes certain interest income and costs not
     identifiable to a particular segment,  such as interest expense and certain
     amortization, general and administrative and operations support expenses.
</TABLE>

6. GEOGRAPHIC INFORMATION

The   Partnership   owns   certain   equipment   that  is  leased  and  operated
internationally.   A  limited  number  of  the  Partnership's  transactions  are
denominated  in a foreign  currency.  Gains or  losses  resulting  from  foreign
currency  transactions  are  included in the results of  operations  and are not
material.

The  Partnership  leases or  leased  its  aircraft,  railcars,  mobile  offshore
drilling  unit,  and trailers to lessees  domiciled in six  geographic  regions:
United States,  Canada,  South America,  Caribbean,  Europe, and Mexico.  Marine
vessels  and marine  containers  are  leased to  multiple  lessees in  different
regions that operate worldwide.




<PAGE>


                          PLM EQUIPMENT GROWTH FUND V
                            (A Limited Partnership)
                         NOTES TO FINANCIAL STATEMENTS

6. GEOGRAPHIC INFORMATION (continued)

The  table  below  sets  forth  lease  revenues  by  geographic  region  for the
Partnership's  owned equipment and investments in USPEs,  grouped by domicile of
the lessee as of and for the years ended December 31 (in thousands of dollars):
<TABLE>
<CAPTION>

                                             Owned Equipment                       Investments in USPEs
                                   -------------------------------------    -----------------------------------
                Region                 2001        2000        1999             2001        2000        1999
    -----------------------------  -------------------------------------    -----------------------------------
<S>                                <C>           <C>        <C>             <C>         <C>          <C>
       United States               $    2,201    $  4,390   $   6,271       $       --  $       --   $      --
       Canada                           4,272       4,223       4,081               --          --          --
       South America                    3,011       3,011       3,011               --          --          --
       Caribbean                           --         444          --               --          --          --
       Mexico                           1,167         315          --               --          --          --
       Rest of the world                  378       8,535       6,913            6,568       6,107       5,068
                                   -------------------------------------    -------------------------------------
         Lease revenues            $   11,029    $ 20,918   $  20,276       $    6,568  $    6,107   $   5,068
                                   =====================================    =====================================
</TABLE>

The following  table sets forth net income (loss)  information by region for the
owned  equipment and  investments  in USPEs for the years ended  December 31 (in
thousands of dollars):
<TABLE>
<CAPTION>

                                             Owned Equipment                     Investments in USPEs
                                   -------------------------------------  -----------------------------------
                Region                 2001        2000        1999           2001        2000        1999
       --------------------------  -------------------------------------  -----------------------------------
<S>                                <C>          <C>         <C>           <C>         <C>           <C>
       United States               $      466   $   2,089   $   1,594     $       --  $       --    $     (2)
       Canada                           2,457       2,504       1,599             --          --          --
       South America                      651         639         858             --          --          --
       Caribbean                           --        (606)         --             --          --          --
       Mexico                            (555)       (439)         --           (725)        384         336
       Europe                              --          --          --             --          --       1,477
       Rest of the world                  930       1,255      (2,635)           911          22         297
                                   -------------------------------------  -------------------------------------
         Regional income (loss)         3,949       5,442       1,416            186         406       2,108
       Administrative and other          (867)     (1,854)     (2,222)            --          --          --
                                   -------------------------------------  -------------------------------------
         Net income (loss)         $    3,082   $   3,588   $    (806)    $      186  $      406    $  2,108
                                   =====================================  =====================================
</TABLE>

The net  book  value  of these  assets  as of  December  31 are as  follows  (in
thousands of dollars):
<TABLE>
<CAPTION>

                                        Owned Equipment           Investments in USPEs
                                   -------------------------     ----------------------
                Region                 2001        2000            2001         2000
       --------------------------  -------------------------    -------------------------
<S>                                <C>          <C>             <C>         <C>
       United States               $    3,613   $   4,579       $      --   $       --
       Canada                           4,929       6,047              --           --
       South America                    1,546       3,089              --           --
       Mexico                             760       2,334             855        2,245
       Rest of the world                  291       2,023           4,848        5,944
                                   -------------------------    -------------------------
         Net book value            $   11,139   $  18,072       $   5,703   $    8,189
                                   =========================    =========================
</TABLE>

7. DEBT

In November  1991,  the  Partnership  borrowed $38.0 million under a nonrecourse
loan  agreement.  The loan was secured by certain  marine  containers,  a marine
vessel,  and five aircraft owned by the  Partnership and was scheduled to mature
on December 31, 2001.

During August 2000, the existing  senior loan agreement was amended and restated
to change the quarterly principal payment date from the 45th day of each quarter
to the last business day of each quarter. The note was scheduled to be repaid in
four principal payments of $1.4 million during 2001.

The Partnership made the regularly  scheduled principal payments of $5.3 million
and $7.5  million  to the  lender  of the  senior  loan  during  2001 and  2000,
respectively,  and quarterly  interest payments at a rate of LIBOR plus 1.2% per
annum (8.0% at December 31, 2000).  The Partnership  also paid the lender of the
senior loan an  additional  $0.2 million and $2.5 million  from  equipment  sale
proceeds, as required by the loan agreement during 2001 and 2000, respectively.


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS

8. CONCENTRATIONS OF CREDIT RISK

For the years  ended  December  31,  2001,  2000,  and 1999,  the  Partnership's
customers that accounted for 10% or more of the total consolidated  revenues for
the  owned  equipment  and  jointly  owned  equipment  was Varig  South  America
("Varig")(14%  in 2001, 10% in 2000 and 1999).  During 2001,  Varig notified the
General  Partner of its intention to return the aircraft under lease.  Varig has
not remitted four lease payments due to the  Partnership.  The Partnership has a
security  deposit  from  Varig that could be used to pay a portion of the amount
due.  During October 2001, the General Partner sent a notification of default to
Varig.  The lease,  with an expiration  date of October 2002, has certain return
condition  requirements for each of the remaining aircraft.  The General Partner
has recorded an allowance for bad debts for the amount of  receivables  due less
the security deposit.

As of December  31,  2001,  2000,  and 1999,  the General  Partner  believes the
Partnership had no other  significant  concentrations  of credit risk that could
have a material adverse effect on the Partnership.

9. INCOME TAXES

The  Partnership  is not  subject  to  income  taxes,  as any  income or loss is
included  in  the  tax  returns  of the  individual  partners.  Accordingly,  no
provision  for income  taxes has been made in the  financial  statements  of the
Partnership.

As of December 31, 2001, the financial  statement  carrying amount of assets and
liabilities  was  approximately  $37.7 million lower than the federal income tax
basis  of  such  assets  and  liabilities,   primarily  due  to  differences  in
depreciation  methods,  equipment reserves,  provisions for bad debts,  lessees'
prepaid  deposits,  and  the  tax  treatment  of  underwriting  commissions  and
syndication costs.

10. CONTINGENCIES

Two class action lawsuits which were filed against PLM International and various
of its wholly owned  subsidiaries  in January 1997 in the United States District
Court for the Southern District of Alabama, Southern Division (the court), Civil
Action No.  97-0177-BH-C  (the Koch action),  and June 1997 in the San Francisco
Superior Court, San Francisco,  California,  Case No. 987062 (the Romei action),
were fully resolved during the fourth quarter of 2001.

The named  plaintiffs were individuals who invested in PLM Equipment Growth Fund
IV (Fund IV), the Partnership  (Fund V), PLM Equipment Growth Fund VI (Fund VI),
and PLM  Equipment  Growth & Income  Fund VII  (Fund VII and  collectively,  the
Funds),  each a California  limited  partnership  for which PLMI's  wholly owned
subsidiary,  FSI, acts as the General Partner. The complaints asserted causes of
action  against  all  defendants  for fraud and deceit,  suppression,  negligent
misrepresentation,  negligent and intentional breaches of fiduciary duty, unjust
enrichment,   conversion,   conspiracy,   unfair  and  deceptive  practices  and
violations of state securities law.  Plaintiffs alleged that each defendant owed
plaintiffs  and the class  certain  duties due to their  status as  fiduciaries,
financial  advisors,  agents,  and  control  persons.  Based  on  these  duties,
plaintiffs   asserted  liability  against  defendants  for  improper  sales  and
marketing   practices,   mismanagement   of  the  Funds,   and  concealing  such
mismanagement  from  investors  in  the  Funds.  Plaintiffs  sought  unspecified
compensatory damages, as well as punitive damages.

In February  1999 the parties to the Koch and Romei  actions  agreed to monetary
and equitable settlements of the lawsuits, with no admission of liability by any
defendant,  and filed a  Stipulation  of  Settlement  with the court.  The court
preliminarily  approved the settlement in August 2000, and information regarding
the  settlement  was sent to class members in September  2000. A final  fairness
hearing  was held on  November  29,  2000,  and on April 25,  2001,  the federal
magistrate  judge  assigned  to the case  entered  a Report  and  Recommendation
recommending  final  approval of the monetary and equitable  settlements  to the
federal district court judge. On July 24, 2001, the federal district court judge
adopted the Report and  Recommendation,  and entered a final judgment  approving
the settlements.  No appeal has been filed and the time for filing an appeal has
expired.


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS

10. CONTINGENCIES (continued)

The monetary  settlement  provides  for a  settlement  and release of all claims
against defendants in exchange for payment for the benefit of the class of up to
$6.6  million,  consisting  of $0.3 million  deposited by PLMI and the remainder
funded by an insurance  policy.  The final settlement amount of $4.9 million (of
which PLMI's share was approximately $0.3 million) was accrued in 1999, paid out
in the fourth quarter of 2001 and was determined based upon the number of claims
filed by class  members,  the amount of attorneys'  fees awarded by the court to
plaintiffs'  attorneys,  and the amount of the administrative  costs incurred in
connection with the settlement.

The equitable  settlement  provides,  among other things, for: (a) the extension
(until  January 1, 2007) of the date by which FSI must complete  liquidation  of
the Funds' equipment,  except for Fund IV; (b) the extension (until December 31,
2004) of the period during which FSI can reinvest the Funds' funds in additional
equipment,  except  for Fund IV; (c) an  increase  of up to 20% in the amount of
front-end fees (including  acquisition and lease  negotiation  fees) that FSI is
entitled  to earn in excess  of the  compensatory  limitations  set forth in the
North American  Securities  Administrator's  Association's  Statement of Policy;
except for Fund IV; (d) a one-time  purchase  by each of Funds V, VI, and VII of
up to 10% of that partnership's outstanding units for 80% of net asset value per
unit as of  September  30,  2000;  and  (e) the  deferral  of a  portion  of the
management fees paid, except for Fund IV, to an affiliate of FSI until, if ever,
certain  performance  thresholds  have  been  met by the  Funds.  The  equitable
settlement  also  provides  for  payment of  additional  attorneys'  fees to the
plaintiffs'  attorneys  from Fund  funds in the  event,  if ever,  that  certain
performance  thresholds have been met by the Funds.  Following a vote of limited
partners  resulting in less than 50% of the limited partners of each of Funds V,
VI, and VII voting  against  such  amendments  and after  final  approval of the
settlement,  each of the Funds'  limited  partnership  agreements was amended to
reflect these changes.  During the fourth  quarter of 2001 the respective  Funds
purchased  limited  partnership  units from those  equitable  class  members who
submitted  timely requests for purchase.  Fund V agreed to purchased  594,820 of
its limited partnership units at a total cost of $2.5 million.

The  Partnership  is involved as plaintiff  or defendant in various  other legal
actions  incidental  to its  business.  Management  does not believe that any of
these  actions  will be  material  to the  financial  condition  or  results  of
operations of the Partnership.


<PAGE>



                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS

11. QUARTERLY RESULTS OF OPERATIONS (unaudited)

The following is a summary of the quarterly results of operations for the year
ended December 31, 2001 (in thousands of dollars, except weighted-average unit
amounts):
<TABLE>
<CAPTION>
                                March            June            September         December
                                 31,              30,               30,               31,               Total
                          ------------------------------------------------------------------------------------------
<S>                       <C>                  <C>           <C>               <C>                <C>
Operating results:
  Total revenues          $         4,096      $     2,897   $         2,796   $         2,728    $        12,517
  Net income (loss)                 1,748              996               655              (131)             3,268

Per weighted-average limited
  partnership unit:

    Net income (loss)     $          0.18      $      0.11   $          0.07   $         (0.01)   $          0.35
</TABLE>

The following is a list of the major events that affected the Partnership's
performance during 2001:

     (i) In the first quarter of 2001,  the  Partnership  sold a marine  vessel,
marine containers, and a railcar for a gain of $1.2 million;

     (ii)In  the second  quarter  of 2001,  operating  expenses  decreased  $0.2
million due to the sale of a marine vessel during the first quarter;

     (iii) In the third quarter of 2001, the  Partnership's  investment in USPEs
generated a loss  resulting from lower lease revenues of $0.2 million and higher
repair expenses of $0.1 million; and

     (iv)In the fourth quarter of 2001, the  Partnership's  investment in a USPE
trust that owned two commercial  aircraft on a direct finance lease,  recorded a
$1.0 million loss on revaluation.

The following is a summary of the quarterly  results of operations  for the year
ended December 31, 2000 (in thousands of dollars,  except  weighted-average unit
amounts):
<TABLE>
<CAPTION>
                                March            June            September         December
                                 31,              30,               30,               31,               Total
                          ------------------------------------------------------------------------------------------

<S>                       <C>                 <C>            <C>               <C>                <C>
Operating results:
  Total revenues          $         5,770     $      6,012   $         6,394   $         4,297    $        22,473
  Net income                          667            1,526             1,592               209              3,994

Per weighted-average limited partnership unit:

    Net income            $          0.06     $       0.16   $          0.17   $          0.00    $          0.39
</TABLE>


The  following  is a list of the major events that  affected  the  Partnership's
performance during 2000:

     (i) In the first quarter of 2000, operating expenses increased $0.2 million
due to repairs to the Partnership's aircraft;


<PAGE>



                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS

11. QUARTERLY RESULTS OF OPERATIONS (unaudited) (continued)


     (ii) In the second quarter of 2000,  lease revenues  increased $0.3 million
due to a marine  vessel  earning  a  higher  lease  rate  and the  Partnership's
investment in USPEs  generated an increase in income of $0.4 million also due to
higher lease rates earned by the entities that owned marine vessels;

     (iii) In the third quarter of 2000, the Partnership sold marine containers,
trailers, and a railcar for a gain of $1.1 million; and

     (iv)In the fourth quarter of 2000,  lease  revenues  decreased $0.9 million
and expenses decreased $0.8 million due to equipment sales.












                      (This space intentionally left blank)


<PAGE>










INDEPENDENT AUDITORS' REPORT



The Partners
PLM Equipment Growth Fund V:

We have audited the financial  statements  of PLM  Equipment  Growth Fund V (the
"Partnership")  as of December 31, 2001,  and for the year then ended,  and have
issued our report thereon dated March 8, 2002; such report is included elsewhere
in this Form 10-K. Our audit also included the financial  statement  schedule of
PLM  Equipment  Growth  Fund V,  listed  in Item 14.  This  financial  statement
schedule  is  the   responsibility   of  the   Partnership's   management.   Our
responsibility is to express an opinion based on our audit. In our opinion, such
financial statement schedule, when considered in relation to the basic financial
statements  taken as a whole,  presents  fairly  in all  material  respects  the
information set forth therein.






/s/ Deloitte & Touche LLP


Certified Public Accountants

Tampa, Florida
March 8, 2002



<PAGE>




                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                        Valuation and Qualifying Accounts

                  Years Ended December 31, 2001, 2000, and 1999
                            (in thousands of dollars)

<TABLE>
<CAPTION>
                                                                  Additions
                                             Balance at          Charged to                          Balance at
                                            Beginning of          Cost and                            Close of
                                                Year               Expense           Deductions         Year
                                           ----------------    ----------------     --------------  -------------

<S>                                        <C>                <C>                   <C>             <C>
  Year Ended December 31, 2001
       Allowance for Doubtful Accounts     $         34       $          631        $         1     $      664
                                           ======================================================================

  Year Ended December 31, 2000
       Allowance for Doubtful Accounts     $         47       $           55        $        68     $       34
                                           ======================================================================

  Year Ended December 31, 1999
       Allowance for Doubtful Accounts     $         77       $           13        $        43     $       47
                                           ======================================================================

</TABLE>



<PAGE>


                           PLM EQUIPMENT GROWTH FUND V

                                INDEX OF EXHIBITS



  Exhibit                                                              Page

     4.   Limited Partnership Agreement of Partnership.                  *

     4.1  First Amendment to the Amended and Restated Limited
          Partnership Agreement                                         52-55

    10.1  Management Agreement between the Partnership and               *
          PLM Investment Management, Inc.

    10.2  Amended and Restated $38,000,000 Loan Agreement,
          dated as of September 26, 1996.                                *

    10.3  Amendment No. 1 to the Amended and Restated $38,000,000
          Loan Agreement, dated as of December 29, 1997.                 *

    10.4  Amendment No. 2 to the Amended and Restated $38,000,000
          Loan Agreement, dated as of August 2, 2000.                    *

          Financial Statements required under Regulation S-X Rule 3-09:

    99.1  Montgomery Partnership.                                       56-64

    99.2  TAP Trust.                                                    65-72




























* Incorporated by reference. See page 24 of this report.