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, 1999.

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

                         COMMISSION FILE NUMBER 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.)

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


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


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

Aggregate market value of voting stock:  N/A

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

Total number of pages in this report:  __.


<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;

     (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, 1999, there were 9,067,911 units  outstanding.  The General Partner
contributed $100 for its 5% general partner interest in the Partnership.

Beginning in the  Partnership's  seventh year of operation,  which  commenced on
January 1, 1999, the General  Partner  stopped  reinvesting  cash flow.  Surplus
funds,  if any, less reasonable  reserves,  will be distributed to the partners.
During the period  between the seventh year of  operation  and the ninth year of
operation,  the  Partnership  will  not  be  able  to  purchase  any  additional
equipment.  In the ninth year of  operations  of the  Partnership,  the  General
Partner  intends to begin the  dissolution and liquidation of the Partnership in
an orderly  fashion,  unless the Partnership is terminated  earlier upon sale of
all of the equipment or by certain other  events.  Under certain  circumstances,
however,  the term of the  Partnership  may be  extended.  In no event  will the
Partnership be extended beyond December 31, 2010.

Table 1, below,  lists the  equipment  and the original cost of equipment in the
Partnership's   portfolio,   and  the  cost  of  investments  in  unconsolidated
special-purpose entities as of December 31, 1999 (in thousands of dollars):
<TABLE>
<CAPTION>

                                                      TABLE 1

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

     Owned equipment held for operating leases:

         <S>   <C>                                                      <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 II commercial aircraft                     McDonnell Douglas                  10,057
           2   DHC-8-102 commuter aircraft                              DeHavilland                         7,628
           1   DHC-8-300 commuter aircraft                              DeHavilland                         5,748
           1   Product tanker                                           Kaldnes M/V                        16,276
           1   Anchor-handling supply vessel                            Marine Fabricators                  9,614
          85   Sulphur tank railcars                                    ACF/RTC                             2,912
         119   Covered hopper railcars                                  Various                             2,823
         106   Anhydrous ammonia tank railcars                          GATX                                2,483
          71   Tank railcars                                            Various                             1,862
          44   Mill gondola railcars                                    Bethlehem Steel                     1,248
         181   Refrigerated trailers                                    Various                             5,491
         147   Piggyback refrigerated trailers                          Oshkosh                             2,245
         123   Dry trailers                                             Various                             1,509
         252   Refrigerated marine containers                           Various                             4,728
         659   Various marine containers                                Various                             4,347
                                                                                                       -----------
               Total owned equipment held for operating leases                                         $  107,940<F1>1
                                                                                                       ===========

     Investments in unconsolidated special-purpose entities:

        0.48   Product tanker                                           Boelwerf-Temse                      9,492<F2>2
        0.50   Product tanker                                           Kaldnes M/V                         8,249<F2>2
        0.25   Equipment on direct finance lease:
                 Two DC-9 Stage III commercial aircraft                 McDonnell Douglas                   3,005<F3>3
                                                                                                       -----------
               Total investments in unconsolidated special-purpose entities                            $   20,746<F1>1

<FN>
<F1>
1  Includes equipment and investments purchased with the proceeds from capital
contributions, undistributed cash flow from operation, and Partnership borrow-
ings.  Includes costs capitalized, subsequent to the dte of acquisition, and
equipment acquisition fees paid to PLM Transportation Equipment Corporation
(TEC), a wholly-owned subsidiary of FSI, or PLM Worldwide Management Service
(WMS), a wholly-owned subsidiary of PLM International.  All equipment was used
equipment at the time of purchase, except 125 dry van trailers and 150 piggy-
back refrigerated trailers.

2  Jointly owned:  EGF V and an affiliated program.

3  Jointly owned:  EGF V and two affiliated programs.

</FN>
</TABLE>

The equipment is generally  leased under  operating  leases with terms of one to
six years.  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.  Rents for  railcars  are based on mileage  traveled or a fixed rate;
rents for all other equipment are based on fixed rates.

As of  December  31,  1999,  approximately  67%  of  the  Partnership's  trailer
equipment operated in rental yards owned and maintained by PLM Rental, Inc., the
short-term trailer rental subsidiary of PLM International  doing business as PLM
Trailer  Leasing.  Rents are reported as revenue in  accordance  with  Financial
Accounting  Standards  Board  Statement No. 13 "Accounting  for Leases".  Direct
expenses  associated with the equipment are charged directly to the Partnership.
An  allocation  of other  indirect  expenses  of the rental yard  operations  is
charged to the Partnership monthly.

The  lessees of the  equipment  include but are not  limited  to:  Chevron  USA,
Seacore Smit, Inc., Husky Oil Operations,  Coastal Chemical, Inc., Koch Sulphur,
Potash Corp., Kansas City Southern, Canadian Airlines International, Varig South
America, and Aero California.

(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 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 the 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,  marine vessel leasing,  railcar leasing,  trailer leasing,  and marine
container  leasing.  Each  equipment  leasing  segment  engages in short-term to
mid-term  operating leases to a variety of customers.  Except for those aircraft
leased to passenger air carriers,  the  Partnership's  equipment and investments
are used to transport materials and commodities, rather than people.


<PAGE>


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

(1)  Aircraft

(a)  Commercial Aircraft

After  experiencing  relatively robust growth over the prior four years,  demand
for commercial  aircraft softened  somewhat in 1999. Boeing and Airbus,  the two
primary manufacturers of new commercial aircraft, saw a decrease in their volume
of orders,  which  totaled 368 and 417 during  1999,  compared to 656 and 556 in
1998.  The slowdown in aircraft  orders can be partially  attributed to the full
implementation  of United  States (U.S.) Stage III  environmental  restrictions,
which became fully  effective  on December  31, 1999.  Since these  restrictions
effectively  prohibit the operation of  noncompliant  aircraft in the U.S. after
1999, carriers operating within or into the U.S. either replaced or modified all
of  their  noncompliant  aircraft  before  the end of the  year.  The  continued
weakness of the Asian economy has also served to slow the volume of new aircraft
orders.  However,  with the Asian  economy now showing  signs of  recovery,  air
carriers in this region are beginning to resume their fleet building efforts.

Demand for, and values of, used commercial aircraft have been adversely affected
by the Stage III environmental  restrictions and an oversupply of older aircraft
as  manufacturers  delivered more new aircraft that the overall market required.
Boeing predicts that the worldwide fleet of jet-powered commercial aircraft will
increase  from  approximately  12,600  airplanes  as of the end of 1998 to about
13,700  aircraft by the end of 2003, an average  increase of 220 units per year.
However,  actual  deliveries  for the first two years of this  period,  1998 and
1999,  averaged 839 units annually.  Although some of the resultant surplus used
aircraft have been retired,  the net effect has been an overall  increase in the
number of used  aircraft  available.  This has  resulted  in a decrease  in both
market  prices  and lease  rates for used  aircraft.  The  weakness  in the used
commercial aircraft market may be mitigated in the future as manufacturers bring
their  new  production  more in line  with  demand  and  given  the  anticipated
continued growth in air traffic. Worldwide, demand for air passenger services is
expected to increase at about 5% annually  and freight  services at about 6% per
year, for the foreseeable future.

This  Partnership owns 100% of two Stage  III-compliant  aircraft and 25% of two
similar aircraft. It also wholly owns four Stage II aircraft, three of which are
operating  outside  the  United  States  and  thus  not  subject  to  Stage  III
environmental restrictions.  All of these aircraft were on lease throughout most
of 1999 and were not affected by changes in market conditions. Additionally, one
Stage II aircraft,  underwent a Stage III modification  during the first quarter
of 2000.

(b)      Commuter Aircraft

The Partnership owns commuter turboprops with 36 to 50 seats. These aircraft fly
in North America, which continues to be the largest market in the world for this
type aircraft.  However,  the introduction of regional jet aircraft continues to
have  adverse  impact  on the  turboprop  market.  Regional  jets have been well
received in the commuter market and their growing use has been at the expense of
turboprops.  Due to this trend,  the turboprop market has experienced a decrease
in aircraft values and lease rates.

One of the  Partnership's  turboprop  aircraft remained on lease throughout 1999
and saw no change in rates.  However,  two other  turboprops that came off lease
during 1999 were re-leased at lower rates due to the change in market conditions
noted above.

(2)  Marine Vessels

The  Partnership  owns or has  investments  in product  tankers  that 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 vessels through a combination of spot
and period  charters,  an approach  that  provides the  flexibility  to adapt to
changes  in market  conditions.  The  Partnership  also owns an  anchor-handling
supply vessel that operates through bareboat charters.


<PAGE>


(a)  Product Tankers

During 1999,  product tanker markets  experienced  declines in charter rates and
vessel values brought about by volatile oil and oil product  prices,  relatively
low growth in trade volumes,  and high rates of new product  tanker  deliveries.
The 1999 daily  charter rates for  standard-size  product  tankers  averaged 21%
lower than in 1998 and 39% lower than in 1997. This decline was primarily due to
a deterioration in oil products trade in European markets.

Since crude oil is the source feedstock for oil products,  the products trade is
closely tied to crude oil prices. Although 1999 was a year of rising oil prices,
volatility in trading appeared to depress actual shipping volumes,  particularly
in Europe.  Although  product  imports to the United States and Japan  increased
such that the entire  worldwide  market  grew by 2.7%  during  1999,  due to the
lingering effects of the Asian recession,  shipping volumes ended the year below
the levels of 1996-1997.

Measured by deadweight  tons,  the product tanker fleet grew by only 3.2% during
1999,  as overall  supply was  significantly  moderated  by a 150%  increase  in
scrapping  levels as compared to 1998.  For 2000,  the product  tanker  fleet is
expected to expand due to a 6.5% rise in new deliveries. This increase is due to
the continuing  effects of high order levels in the mid-1990s,  which was driven
by growth in Asian trade and the  anticipated  effects of the U.S. Oil Pollution
Act of 1990.  Under  this Act,  tankers  over 25 years old are  restricted  from
trading to the United  States if they do not have double  bottoms  and/or double
hulls (similar,  though somewhat less stringent restrictions are in place within
developing  nations).   These  regulations  have  the  effect  of  inducing  the
retirement of older vessels that would otherwise continue trading.

Two of the Partnership's product tankers are single-bottom,  single-hull tankers
that are restricted from trading in the United States effective January 1, 2000.
Both of  these  vessels  have  been  moved  to  markets  not  affected  by these
regulations.

The  combined  effects of  regulatory  restrictions  and low  charter  rates are
expected to keep scrapings at relatively high levels  throughout 2000.  However,
an anticipated high rate of new tanker  deliveries will prevent much improvement
in rates and ship values  during 2000.  Should high  scrapping  levels  continue
beyond then,  this could offset  increases in new deliveries and prevent further
significant declines in freight rates and ship values.

(b)  Anchor-handling Supply Vessels

The  Partnership  owns one  U.S.-flagged  anchor-handling  supply vessel used to
support rig drilling  operations in the U.S. Gulf of Mexico.  Although this type
of  vessel  can be used in other  regions,  the U.S.  Gulf of Mexico is the more
desirable   market  due  to  U.S.   maritime  law  which  stipulates  that  only
U.S.-flagged vessels be used in this region.

Demand for anchor-handling  vessels depends primarily on the demand for floating
drilling  services  by oil  companies.  During  1999,  demand for such  services
remained  at  1997-98  levels,  however  several  higher-capacity  vessels  were
delivered during 1998-99, resulting in lower utilization and rates.

The 1999  recovery  in oil prices has led  forecasters  to expect an increase in
drilling  activity  for 2000,  as rising oil prices  improve  the  economics  of
offshore oil and gas  development.  Oil companies are expected to increase their
drilling programs during 2000,  although it is uncertain by how much.  Increases
in  capacity  brought  about by new  building  may delay a return to the  higher
utilization and rate levels experienced during 1997-98.

(3)  Railcars

(a)  Pressurized Tank Railcars

Pressurized tank cars are used to transport  primarily  liquefied  petroleum gas
(natural gas) and anhydrous  ammonia  (fertilizer).  The major U.S.  markets for
natural  gas are  industrial  applications  (40% of  estimated  demand in 1998),
residential use (21%),  electrical generation (15%), and commercial applications
(14%). Within the fertilizer industry,  demand is a function of several factors,
including  the level of grain  prices,  the status of  government  farm  subsidy
programs,  amount of farming acreage and mix of crops planted, weather patterns,
farming  practices,  and the value of the U.S.  dollar.  Population  growth  and
dietary trends also play an indirect role.

On an industrywide basis, North American carloadings of the commodity group that
includes  petroleum  and  chemicals  increased  2.5% in 1999,  compared to 1998.
Correspondingly,  demand for  pressurized  tank cars remained solid during 1999,
with utilization of this type of railcar within the Partnership  remaining above
98%. While renewals of existing leases continue at similar rates, some cars have
been renewed for "winter only" terms of approximately  six months.  As a result,
it is  anticipated  that  there  will be more  pressurized  tank cars than usual
coming up for renewal in the spring.

(b)  General Purpose (Nonpressurized) Tank Railcars

These cars,  which are used to transport bulk liquid  commodities  and chemicals
not requiring  pressurization,  such as certain  petroleum  products,  liquefied
asphalt,  lubricating  and  vegetable  oils,  molten  sulfur,  and  corn  syrup,
continued to be in high demand during 1999. The overall health of the market for
these  types  of  commodities  is  closely  tied to both  the  U.S.  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,  1999  carloadings of the commodity group that
includes   chemicals  and  petroleum   products  rose  2.5%  over  1998  levels.
Utilization of the  Partnership's  nonpressurized  tank cars was above 98% again
during 1999.

(c)  Covered Hopper (Grain) Railcars

Demand for covered hopper cars, which are  specifically  designed to service the
agricultural  industry,  continued to experience  weakness during 1999. The U.S.
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 feed lots.
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 United States,
due to higher population growth, a rapid pace of  industrialization,  and rising
disposable income.

Within the United States,  1999 carloadings of agricultural  products  increased
4.3%,  while Canadian  carloadings of these products fell 3.4%,  resulting in an
overall  increase within North America of only 2.8% compared to 1998.  Since the
combined North American  shipments for 1998 had decreased 7.7% over the previous
year, the 1999 volume, while representing a slight increase, is still below 1997
levels. Another factor contributing to softness in the covered hopper car market
has been the large number of new cars built in the last few years. Production of
new railcars of all types is estimated to have reached  57,685 cars during 1999,
with covered hopper cars representing  19,845, or one-third,  of this total. For
those covered hopper cars whose leases expired in 1999,  both  industrywide  and
within the Partnership, the combination of a lack of strong demand and an excess
supply of cars  resulted  in many of these  expiring  leases  being  renewed  at
considerably lower rates.

(d)  Mill Gondola Railcars

Mill gondola  railcars are used typically to transport scrap steel for recycling
from steel processors to small steel mills called minimills. Demand for steel is
cyclical  and moves in tandem  with the  growth or  contraction  of the  overall
economy. Within the United States, 1999 carloadings for the commodity group that
includes scrap steel increased 1.0% over 1998 volumes.  The  Partnership's  mill
gondola railcars continued to operate on a long-term lease in 1999.

(4)  Trailers

(a)  Refrigerated Trailers

The  temperature-controlled  trailer  market  continued  to expand  during 1999,
although  not as  quickly  as in 1998 when the market  experienced  very  strong
growth. The leveling off in 1999 occurred as equipment users began to absorb the
increases in supply created over the prior two years. Refrigerated trailer users
have been actively retiring their older units and consolidating  their fleets in
response to improved refrigerated trailer technology.  Concurrently,  there is a
backlog of six to nine months on orders for new equipment.

As a  result  of  these  changes  in  the  refrigerated  trailer  market,  it is
anticipated that trucking companies and shippers will utilize short-term trailer
leases more frequently to supplement their existing fleets.  Such a trend should
benefit the  Partnership,  whose  trailers are typically  leased on a short-term
basis.

(b)  Dry Trailers

The U.S.  nonrefrigerated  (dry) trailer  market  continued its recovery  during
1999, as the strong domestic  economy  resulted in heavy freight  volumes.  With
unemployment low, consumer confidence high, and industrial production sound, the
outlook for leasing this type of trailer remains  positive,  particularly as the
equipment surpluses of recent years are being absorbed by the buoyant market. In
addition to high freight volumes, improvements in inventory turnover and tighter
turnaround times have lead to a stronger overall trucking industry and increased
equipment demand.

(c)  Intermodal (Piggyback) Trailers

Intermodal  (piggyback) trailers are used to transport a variety of goods either
by truck  or by  rail.  Over the past  decade,  intermodal  trailers  have  been
gradually  displaced by domestic containers as the preferred method of transport
for such goods.  During 1999,  demand for intermodal  trailers was more volatile
than  usual . Slow  demand  occurred  over  the  first  half of the  year due to
customer concerns over rail service problems associated with mergers in the rail
industry,  however,  demand picked up significantly  over the second half of the
year  due to both a  resolution  of these  service  problems  and the  continued
strength of the U.S.  economy.  Due to a rise in demand which  occurred over the
latter half of 1999,  overall,  activity  within the  intermodal  trailer market
declined less than expected for the year, as total intermodal  trailer shipments
decreased  by only  approximately  1.8%  compared  to the  prior  year.  Average
utilization of the entire intermodal fleet rose from 73% in 1998 to 77% in 1999,
primarily due to demand exceeding available supply of intermodal trailers during
the second part of the year.

The General  Partner stepped up its marketing and asset  management  program for
the  Partnership's  intermodal  trailers during 1999.  These efforts resulted in
average  utilization for the Partnership's  intermodal trailers of approximately
82% for the year, up 2% compared to 1998 levels.

Although the trend  towards  using  domestic  containers  instead of  intermodal
trailers is expected to  continue  in the  future,  overall  intermodal  trailer
shipments  are  forecast  to decline by only 2% to 3% in 2000,  compared  to the
prior year, due to the anticipated continued strength of the overall economy. As
such,  the  nationwide  supply of  intermodal  trailers  is  expected  to remain
essentially  in balance with demand for 2000. 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.

(5)  Marine Containers

The marine container leasing market started 1999 with  industrywide  utilization
in the mid 70% range,  down  somewhat  from the  beginning  of 1998.  The market
strengthened  throughout  the year such that most  container  leasing  companies
reported  utilization  of  80%  by  the  end  of  1999.  Overall,   industrywide
utilization  for marine  containers was increasing  during 1999. The Partnership
owns  older  marine  containers  and thus,  did not  contribute  to the  overall
increase in the industrywide utilization.

Offsetting  this  favorable  trend  was  a  continuation  of  historically   low
acquisition   prices  for  new   containers   manufactured   in  the  Far  East,
predominantly China. These low prices put pressure on fleetwide per diem leasing
rates.

Industry consolidation continued in 1999 as the parent of one of the world's top
ten  container  lessors  finalized  the  outsourcing  of the  management  of its
container fleet to a competitor. However, the General Partner believes that such
consolidation is a positive trend for the overall  container  leasing  industry,
and ultimately  will lead to higher  industrywide  utilization and increased per
diem rates.


<PAGE>


(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  to meet these
regulations,  at considerable cost to the Partnership.  Such regulations include
but are not limited to:

     (1) the United States (U.S.) 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 U.S. 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 U.S.  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 either  modified to meet Stage III  requirements,  sold, or
     re-leased in countries  that do not require  this  regulation.  The cost to
     install a hushkit to meet quieter Stage III  requirements is  approximately
     $2.0 million, depending on the type of aircraft;

     (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 containers and refrigerated trailers;

     (4)  the  U.S.   Department   of   Transportation's   Hazardous   Materials
     Regulations,  which regulate the classification and packaging  requirements
     of hazardous  materials and which apply  particularly to the  Partnership's
     tank  railcars.  The Federal  Railroad  Administration  has  mandated  that
     effective July 1, 2000, all jacketed and non-jacketed tank railcars must be
     re-qualified to insure tank shell  integrity.  Tank shell  thickness,  weld
     seams,  and weld attachments must be inspected and repaired if necessary to
     re-qualify a tank railcar for service.  The average cost of this inspection
     is $1,800 for  non-jacketed  tank  railcars  and $3,600 for  jacketed  tank
     railcars,  not including any necessary  repairs.  This  inspection is to be
     performed at the next scheduled tank test.

As of December  31,  1999,  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,  1999,  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, with 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 One Market,  Steuart Street
Tower, Suite 800, San Francisco,  California  94105-1301.  All office facilities
are provided by FSI without reimbursement by the Partnership.

ITEM 3.    LEGAL PROCEEDINGS

PLM International (the Company) and various of its wholly-owned subsidiaries are
named as defendants  in a lawsuit  filed as a purported  class action in January
1997 in the Circuit Court of Mobile County, Mobile,  Alabama, Case No. CV-97-251
(the Koch action).  The named plaintiffs are six individuals who invested in PLM
Equipment Growth  Partnership IV (Fund IV), PLM Equipment  Growth  Partnership V
(Fund V), PLM  Equipment  Growth  Partnership  VI (Fund VI),  and PLM  Equipment
Growth & Income  Partnership  VII (Fund  VII)  (the  Funds),  each a  California
limited partnership for which the Company's wholly-owned  subsidiary,  FSI, acts
as the General  Partner.  The  complaint  asserts  causes of action  against all
defendants  for  fraud and  deceit,  suppression,  negligent  misrepresentation,
negligent  and  intentional  breaches  of  fiduciary  duty,  unjust  enrichment,
conversion,   and  conspiracy.   Plaintiffs  allege  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 assert liability against  defendants for improper sales and marketing
practices,  mismanagement of the Funds, and concealing such  mismanagement  from
investors in the Funds.  Plaintiffs seek unspecified  compensatory  damages,  as
well as punitive damages,  and have offered to tender their limited  partnership
units back to the defendants.

In March 1997,  the  defendants  removed the Koch action from the state court to
the United States District Court for the Southern District of Alabama,  Southern
Division  (Civil  Action No.  97-0177-BH-C)  (the  court)  based on the  court's
diversity jurisdiction. In December 1997, the court granted defendants motion to
compel  arbitration of the named  plaintiffs'  claims,  based on an agreement to
arbitrate  contained in the limited  partnership  agreement of each Partnership.
Plaintiffs appealed this decision,  but in June 1998 voluntarily dismissed their
appeal pending settlement of the Koch action, as discussed below.

In June 1997, the Company and the affiliates who are also defendants in the Koch
action were named as defendants in another  purported  class action filed in the
San Francisco  Superior Court, San Francisco,  California,  Case No. 987062 (the
Romei  action).  The plaintiff is an investor in Fund V, and filed the complaint
on her own  behalf and on behalf of all class  members  similarly  situated  who
invested in the Funds. The complaint  alleges the same facts and the same causes
of action as in the Koch action, plus additional causes of action against all of
the defendants,  including alleged unfair and deceptive practices and violations
of  state  securities  law.  In July  1997,  defendants  filed a  petition  (the
petition) in federal district court under the Federal Arbitration Act seeking to
compel  arbitration of plaintiff's  claims.  In October 1997, the district court
denied  the  Company's  petition,  but in  November  1997,  agreed  to hear  the
Company's  motion for  reconsideration.  Prior to  reconsidering  its order, the
district court dismissed the petition pending settlement of the Romei action, as
discussed  below.  The state court action  continues  to be stayed  pending such
resolution.

In February 1999 the parties to the Koch and Romei actions  agreed to settle the
lawsuits,  with  no  admission  of  liability  by any  defendant,  and  filed  a
Stipulation  of Settlement  with the court.  The  settlement is divided into two
parts,  a  monetary  settlement  and  an  equitable  settlement.   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.  The final settlement  amount will depend on the number of claims filed
by class members,  the amount of the administrative costs incurred in connection
with the  settlement,  and the amount of attorneys' fees awarded by the court to
plaintiffs'  attorneys.  The Company will pay up to $0.3 million of the monetary
settlement,  with  the  remainder  being  funded  by an  insurance  policy.  For
settlement  purposes,  the monetary  settlement class consists of all investors,
limited partners, assignees, or unit holders who purchased or received by way of
transfer or assignment  any units in the Funds between May 23, 1989 and June 29,
1999.  The monetary  settlement,  if  approved,  will go forward  regardless  of
whether the equitable settlement is approved or not.

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,  (b) the extension (until December 31, 2004) of the period
during which FSI can reinvest the Funds' funds in additional  equipment,  (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; (d) a one-time repurchase 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;  and (e) the  deferral of a portion of the
management fees paid to an affiliate of FSI until, if ever, certain  performance
thresholds have been met by the Funds.  Subject to final court  approval,  these
proposed  changes  would be made as  amendments  to each  Partnership's  limited
partnership  agreement  if  less  than  50%  of the  limited  partners  of  each
Partnership vote against such amendments.  The limited partners will be provided
the  opportunity  to vote against the  amendments by following the  instructions
contained  in  solicitation  statements  that will be mailed to them after being
filed with the Securities and Exchange Commission. The equitable settlement also
provides for payment of additional  attorneys' fees to the plaintiffs' attorneys
from  Partnership  funds  in  the  event,  if  ever,  that  certain  performance
thresholds have been met by the Funds.  The equitable  settlement class consists
of all investors,  limited  partners,  assignees or unit holders who on June 29,
1999 held any units in Funds V, VI, and VII, and their assigns and successors in
interest.

The court preliminarily  approved the monetary and equitable settlements in June
1999. The monetary settlement remains subject to certain  conditions,  including
notice to the monetary class and final  approval by the court  following a final
fairness  hearing.   The  equitable   settlement   remains  subject  to  certain
conditions, including: (a) notice to the equitable class, (b) disapproval of the
proposed  amendments  to the  partnership  agreements  by less  than  50% of the
limited  partners  in one or more of  Funds V, VI,  and  VII,  and (c)  judicial
approval  of the  proposed  amendments  and  final  approval  of  the  equitable
settlement by the court following a final fairness  hearing.  No hearing date is
currently  scheduled for the final fairness  hearing.  The Company  continues to
believe  that the  allegations  of the Koch and  Romei  actions  are  completely
without  merit and intends to continue to defend this matter  vigorously  if the
monetary settlement is not consummated.

The Company is involved as plaintiff or defendant in various other legal actions
incident to its business.  Management does not believe that any of these actions
will be material to the financial condition 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, 1999.
















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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,  1999,  there were 9,672  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
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 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 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 an
United States 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.

The  Partnership  may redeem a certain number of units each year under the terms
of the Partnership's limited partnership  agreement,  beginning January 1, 1994.
If the number of units made  available  for purchase by limited  partners in any
calendar year exceeds the number that can be purchased  with  reinvestment  plan
proceeds,  then the  Partnership  may,  subject to certain terms and conditions,
redeem up to 2% of the  outstanding  units each year.  The purchase  price to be
offered  by the  Partnership  for  these  units  will  be  equal  to 110% of the
unrecovered  principal  attributable to the units. The unrecovered principal for
any  unit  will  be  equal  to  the  excess  of  (i)  the  capital  contribution
attributable to the unit over (ii) the  distributions  from any source paid with
respect to the  units.  As of  December  31,  1999,  the  Partnership  agreed to
purchase  approximately  2,300  units for an  aggregate  price of  $12,500.  The
General  Partner  anticipates  that these units will be repurchased in the first
and second  quarters of 2000.  As of December  31,  1999,  the  Partnership  has
repurchased a cumulative  total of 152,021  units at a cost of $1.6 million.  In
addition to these units,  the General Partner may purchase  additional  units on
behalf of the Partnership in the future.











                      (This space intentionally left blank)




<PAGE>


ITEM 6.    SELECTED FINANCIAL DATA

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

   <TABLE>
<CAPTION>
                                                  TABLE 2

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

                                                1999          1998            1997            1996            1995
                                              -------------------------------------------------------------------------

Operating results:
  <S>                                       <C>         <C>         <C>          <C>          <C>
  Total revenues                            $ 20,768    $ 24,047    $ 41,123     $ 44,322     $   39,142
  Net gain on disposition
    of equipment                                 253         732      10,990       14,199          3,835
  Loss on revaluation of equipment             2,899          --          --           --             --
  Equity in net income (loss) of uncon-
    solidated special-purpose entities         2,108         294        (264)        (116)           --
  Net income                                   1,302       2,370       7,921       12,441          2,045

At year-end:
  Total assets                              $ 46,083    $ 61,376      82,681     $ 98,419     $  102,109
  Total liabilities                           19,077      26,970      35,958       46,123         44,092
  Note payable                                15,484      23,588      32,000       40,463         38,000

Cash distribution                           $  8,617    $ 12,008      15,346     $ 18,083     $   19,342

Cash distribution representing
    a return of capital to the limited
    partners                                $  7,315    $  9,638     $ 7,425     $  5,642     $   17,297

Per weighted-average limited partnership unit:

  Net income                                $   0.09<F1>1$  0.20<F1>1$  0.79<F1>1$   1.26<F1>1$     0.12<F1>1

  Cash distribution                         $   0.90     $  1.26     $  1.60     $   1.87     $     2.00

  Cash distribution representing
    a return of capital                     $   0.81     $  1.06     $  0.81     $   0.61     $     1.89





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<FN>
<F1>

--------------------
1  After reduction of income  necessary to cause the General  Partner's  capital
   account to equal zero of $0.4 million ($0.05 per weighted-average  depositary
   unit) in 1999, $0.5 million ($0.05 per  weighted-average  depositary unit) in
   1998, $0.4 million ($0.04 per weighted-average depositary unit) in 1997, $0.3
   million  ($0.03  per  weighted-average  depositary  unit) in  1996,  and $0.9
   million ($0.09 per weighted-average depositary unit) in 1995.
</FN>
</TABLE>


<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, but are not limited to, 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 1999 primarily
in its trailer, marine vessels, aircraft, and marine container portfolios.

   (a) Trailers:  The  Partnership's  trailer  portfolio  operates in short-term
rental  facilities or with short-line  railroad  systems.  The relatively  short
duration of most leases in these operations exposes the trailers to considerable
re-leasing  activity.  Contributions from the Partnership's  trailers were lower
than in  previous  years due to the process of moving  certain  dry  trailers to
short-term rental facilities equipped to handle only this type of trailer.

   (b) Marine vessels:  Certain of the  Partnership's  marine vessels operate in
the voyage  charter  market.  Voyage  charters are usually short in duration and
reflect the  short-term  demand and pricing  trends in the vessel  market.  As a
result of this, the Partnership  experienced a decrease in lease revenues due to
the weakness in the voyage charter market.

   (c) Aircraft:  Certain of the  Partnership's  aircraft  leases expired during
1999.  The commuter  aircraft that came off lease during 1999 were  re-leased at
lower  rates due to a decline  in the  demand  for this  type of  aircraft.  The
commercial  aircraft  that came off lease during 1999 has remained off lease due
to the installation of a hush kit to this aircraft.  The Partnership  expects to
re-lease this aircraft during 2000.

   (d) 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.  The  Partnership  saw lower  re-lease  rates and lower
utilization on the remaining marine containers fleet during 1999.

   (e) Other: While market conditions and other factors may have had some impact
on lease rates in other markets in which the  Partnership  owns  equipment,  the
majority of this equipment was unaffected.

(2)  Equipment Liquidations and Nonperforming Lessee

Liquidation  of  Partnership   equipment  and   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.  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  contributions,  but also may require the
Partnership  to assume  additional  costs to  protect  its  interests  under the
leases,  such as  repossession  or legal fees. The  Partnership  experienced the
following in 1999:

     (a)  Liquidations:  During  the year,  the  Partnership  disposed  of owned
equipment that included marine containers,  trailers,  and railcars, an interest
in an entity  that owned a marine  vessel,  and an  interest  in two trusts that
owned a total  of  three  Boeing  737-200A  Stage II  commercial  aircraft,  two
aircraft  engines,  and a portfolio of aircraft  rotables for total  proceeds of
$8.2 million.

     (b) Non-performing  lessee: A Brazilian lessee of a commercial  aircraft is
having financial difficulties. The lessee has an extended repayment schedule for
the lease payment arrearage of $0.3 million.

(3)  Equipment Valuation

In accordance  with  Financial  Accounting  Standards  Board  Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be  Disposed  Of,"  the  General  Partner  reviews  the  carrying  value  of the
Partnership's  equipment portfolio at least quarterly and whenever circumstances
indicate that the carrying  value of an asset may not be recoverable in relation
to  expected  future  market   conditions  for  the  purpose  of  assessing  the
recoverability of the recorded  amounts.  If the projected  undiscounted  future
cash flow and the fair market value of the  equipment are less than the carrying
value of the equipment,  a loss on  revaluation is recorded.  Reductions of $2.9
million to the carrying value of owned  equipment were required  during 1999. No
reductions  were required to the carrying  value of the equipment  during either
1998 or 1997.

As of December 31, 1999, the General  Partner  estimated the current fair market
value of the  Partnership's  equipment  portfolio,  including the  Partnership's
interest in equipment  owned by USPEs,  to be $66.6  million.  This  estimate is
based on recent market  transactions for equipment  similar to the Partnership's
equipment portfolio and the Partnership's  interest in equipment owned by USPEs.
Ultimate  realization  of  fair  market  value  by the  Partnership  may  differ
substantially from the estimate due to specific market conditions, technological
obsolescence,  and government regulations, among other factors, that the General
Partner cannot accurately predict.

(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, 1999, the Partnership generated $12.3 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, and pay distributions of $8.6 million to the partners.

Lessee  deposits and reserve for repairs  increased $0.3 million during the year
ended  December  31, 1999 when  compared  to December  31,  1998.  Reserves  for
aircraft engine repair increased $0.9 million due to additional  lessee deposits
and security  deposits  increased $0.3 million due to a security  deposit from a
potential  lessee of a DC-9-32  commercial  aircraft.  Lessee  prepaid  deposits
decreased $0.2 million due to fewer lessee's  prepaying future lease revenue and
marine vessel drydocking  decreased $0.7 million due to the drydocking of one of
the Partnership's marine vessels in 1999.

Pursuant to the terms of the limited partnership agreement, beginning January 1,
1994, if the number of units made available for purchase by limited  partners in
any calendar  year exceeds the number that can be  purchased  with  reinvestment
plan  proceeds,   then  the  Partnership  may,  subject  to  certain  terms  and
conditions,  redeem up to 2% of the outstanding  limited  partnership units each
year.  The purchase  price to be offered for such units will be equal to 110% of
the unrecovered principal attributed to the units. The unrecovered principal for
any  unit  will  be  equal  to  the  excess  of  (i)  the  capital  contribution
attributable to the unit over (ii) the  distributions  from any source paid with
respect to the  units.  As of  December  31,  1999,  the  Partnership  agreed to
purchase  approximately  2,300  units for an  aggregate  price of  $12,500.  The
General  Partner  anticipates  that these units will be repurchased in the first
and second quarters of 2000. In addition to these units, the General Partner may
purchase additional units on behalf of the Partnership in the future.

The Partnership made the regularly  scheduled principal payments of $7.6 million
and quarterly  interest payments at a rate of LIBOR plus 1.2% per annum (7.3% at
December 31, 1999) to the lender of the senior loan during 1999. The Partnership
also  paid the  lender  of the  senior  loan an  additional  $0.5  million  from
equipment sale proceeds, as required by the loan agreement.

During 1999 the Partnership borrowed, from time to time, a total of $3.2 million
from the General Partner for less than 20 days. The Partnership had fully repaid
this amount during 1999.  The General  Partner  charged the  Partnership  market
interest rates. Total interest paid to the General Partner was $15,000.

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

(1)  Comparison of the Partnership's Operating Results for the Years Ended
December 31, 1999 and 1998

(a)  Owned Equipment Operations

Lease  revenues  less  direct  expenses  (defined  as repairs  and  maintenance,
equipment operating,  and asset-specific  insurance expenses) on owned equipment
decreased  during the year ended  December 31, 1999,  when  compared to the same
period of 1998.  Gains or losses from the sale of equipment,  interest and other
income,  and certain  expenses such as depreciation and amortization and general
and  administrative  expenses relating to the operating  segments (see Note 5 to
the audited  financial  statements),  are not  included  in the owned  equipment
operation  discussion  because  these  expenses 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 31,
                                                                            1999             1998
                                                                         ----------------------------
  <S>                                                                    <C>             <C>
  Aircraft                                                               $  8,000        $   8,811
  Marine vessels                                                            2,332            2,777
  Railcars                                                                  1,989            1,928
  Trailers                                                                  1,857            2,150
  Marine containers                                                           694            1,206

</TABLE>


Aircraft: Aircraft lease revenues and direct expenses were $8.2 million and $0.2
million,  respectively,  for the year ended December 31, 1999,  compared to $8.9
million and $0.1  million,  respectively,  during the same  period of 1998.  The
decrease in aircraft lease revenues was due to the re-lease of two aircraft at a
lower  lease rate than had been in place  during  1998.  The  increase in direct
expenses of $0.1 was due to additional  repairs  required  during 1999 that were
not required during the same period of 1998.

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $6.2
million and $3.9 million,  respectively,  for the year ended  December 31, 1999,
compared to $7.5 million and $4.7 million, respectively,  during the same period
of 1998.  The  decrease in marine  vessel  lease  revenues  of $1.3  million was
primarily due to one of the marine vessels  earning $1.3 million less during the
year ended  December 31, 1999 due to earning a lower lease rate when compared to
the lease rate that was in place  during the same period of 1998 and this marine
vessel  being off lease in 1999 for nine weeks for  required  dry-docking.  This
drydocking  resulted in a loss of lease revenues of approximately  $0.5 million.
The  decrease in lease  revenues  was  partially  offset by an increase in lease
revenues of $0.6 million  caused by the purchase of an additional  marine vessel
during  March of 1998.  This marine  vessel was on lease the entire year of 1999
when compared to nine months of 1998.

Direct expenses  decreased $0.8 million during the year ended 1999 when compared
to the same period of 1998.  A decrease of $1.2  million in direct  expenses was
due to not having any operating costs while this marine vessel was in drydock as
well as having lower repairs and maintenance due to the drydocking. The decrease
in direct expenses was partially  offset by an increase in insurance  expense of
$0.5  million.   The  increase  in  insurance  was  caused  by  a  $0.3  million
loss-of-hire insurance refund received during 1998 from Transportation Equipment
Indemnity  Company,  Ltd.,  an  affiliate of the General  Partner,  due to lower
claims from the insured  Partnership.  The  Partnership did not receive a refund
during  1999.  Additionally,  the 1999 lease  agreement  with one marine  vessel
lessee  requires  that  the  Partnership  is  responsible  for the  premiums  on
insurance   coverage  when  compared  to  1998,  during  which  the  lessee  was
responsible for the premiums on certain insurance coverage.

Railcars:  Railcar lease revenues and direct expenses were $2.5 million and $0.5
million,  respectively,  for the year ended December 31, 1999,  compared to $2.5
million and $0.6 million, respectively,  during the same period of 1998. Railcar
lease  revenues  remained  relatively the same for both years.  Direct  expenses
decreased $0.1 million due to fewer required  repairs to certain railcars during
1999 than were required during 1998.

Trailers:  Trailer lease revenues and direct expenses were $2.7 million and $0.9
million,  respectively,  for the year ended December 31, 1999,  compared to $2.8
million and $0.7 million,  respectively,  during the same period of 1998. During
the year ended  December 31, 1999,  certain dry trailers  were in the process of
transitioning to a new PLM-affiliated short-term rental facility specializing in
this type of  trailer  causing  lease  revenues  for this group of  trailers  to
decrease $0.1 million when compared to the same period of 1998.  Trailer repairs
and maintenance  increased $0.2 million primarily due to required repairs during
1999 that were not needed during the same period of 1998.

Marine containers: Marine container lease revenues and direct expenses were $0.7
million and $5,000, respectively, for the year ended December 31, 1999, compared
to $1.2  million and  $11,000,  respectively,  during the same period of 1998. A
decrease  of  approximately  $0.3  million  in lease  revenues  was  caused by a
worldwide increase in available marine containers which has lead to a decline in
lease  rates.  In  addition,  the  number  of  marine  containers  owned  by the
Partnership  has been  declining due to sales and  dispositions  during 1999 and
1998. This declining fleet has also resulted in a decrease of approximately $0.2
million in marine container contribution.

(b)  Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses of $16.1 million for the year ended  December 31, 1999
increased from $15.9 million for the same period in 1998.  Significant variances
are explained as follows:

     (i) Loss on  revaluation  increased  $2.9  million  during  the year  ended
December 31, 1999 and resulted from the Partnership  reducing the carrying value
of a marine  vessel to its  estimated  fair  market  value.  No  revaluation  of
equipment was required during 1998.

     (ii)A $1.9 million decrease in depreciation and amortization  expenses from
1998  levels was caused  primarily  by the  double-declining  balance  method of
depreciation  which results in greater  depreciation in the first years an asset
is owned.

     (iii)  A $0.7  million  decrease  in  interest  expense  was due to a lower
average outstanding debt balance when compared to 1998.

     (iv)   A $0.1 million  decrease in management  fees to an affiliate was due
to lower lease revenues.

(c)      Interest and Other Income

Interest and other income  decreased $0.2 million during the year ended December
31, 1999 when compared to the same period of 1998 due primarily to lower average
cash balances available for investment.

(d)  Net Gain on Disposition of Owned Equipment

The net gain on the  disposition  of equipment  for the year ended  December 31,
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.  The net gain on the  disposition of equipment for the
year ended December 31, 1998 totaled $0.7 million,  which resulted from the sale
of an aircraft, marine containers, railcars, and trailers, with an aggregate net
book value of $8.0 million, for proceeds of $8.7 million.


<PAGE>


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

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

                                                                                For the Years
                                                                             Ended December 31,
                                                                            1999             1998
                                                                         --------------------------
  <S>                                                                    <C>                   <C>
  Aircraft, rotable components, and aircraft engines                     $  1,811              446
  Marine vessels                                                              297             (152)
                                                                         --------------------------
      Equity in net income of USPEs                                      $  2,108              294
                                                                         ==========================

</TABLE>

Aircraft,  rotable components, and aircraft engines: As of December 31, 1999 the
Partnership  had an interest in an entity  owning two DC-9 Stage III  commercial
aircraft on a direct finance lease. As of December 31, 1998, the Partnership had
an interest in two trusts that owned a total of three Boeing  737-200A  Stage II
commercial aircraft,  two aircraft engines, and a portfolio of aircraft rotables
(the Two  Trusts),  and an  interest  in an  entity  owning  two DC-9  Stage III
commercial  aircraft on a direct finance  lease.  During the year ended December
31,  1999,  revenues  of  $0.4  million  and  the  gain  from  the  sale  of the
Partnership's  interest  in the  Two  Trusts  of $1.6  million  were  offset  by
depreciation  expense,  direct  expenses,  and  administrative  expenses of $0.2
million. During the same period of 1998, revenues of $1.2 million were offset by
depreciation  expense,  direct  expenses,  and  administrative  expenses of $0.8
million.  Revenues  decreased  $0.8  million and  depreciation  expense,  direct
expenses, and administrative  expenses decreased $0.6 million due to the sale of
the Partnership's investment in the Two Trusts.

Marine vessels:  As of December 31, 1999, the  Partnership  owned an interest in
two entities owning a total of two marine vessels.  As of December 31, 1998, the
Partnership  owned an interest in three entities  owning a total of three marine
vessels. During the year ended December 31, 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. During the same period of
1998, lease revenues of $6.4 million were offset by depreciation expense, direct
expenses, and administrative expenses of $6.6 million.

The decrease in lease  revenues of $1.2 million was primarily due to lower lease
rates  earned on the  Partnership's  investments  in  entities  that own  marine
vessels.

Depreciation  expense,  direct expenses,  and administrative  expenses increased
$0.2 million  during the year ended  December 31, 1999 when compared to the same
period of 1998. The following changes occurred:

     (i) Marine  operating  expenses  increased  $1.2  million  during 1999 when
compared to 1998. An increase in marine  operating  expenses of $0.9 million was
due to one marine vessel that switched to a voyage  charter during 1999 that was
on a time charter during 1998.  Also, the other marine vessel that was on voyage
charter  during  1999 and  1998,  had an  increase  of $0.5  million  in  marine
operating  expenses  during 1999. This marine vessel was with the same charterer
the  entire  year of 1998,  when  this  marine  vessel  changed  to a  different
charterer,  the new charterer charged the Partnership higher operating expenses.
Marine  operating  expenses  for the  remaining  marine  vessel  that  was  sold
decreased  $0.1 million during the year ended December 31, 1999 when compared to
the same period of 1998;

     (ii)Insurance  expense  increased $0.3 million during 1999 when compared to
1998. During 1999, the marine vessel entities had increased  insurance  premiums
of $0.2 million on certain  insurance  coverage that it was now  responsible for
when compared to 1998,  during which the lessee was responsible for the premiums
on these insurance coverage. Additionally, the marine vessel entities received a
$0.1 million  loss-of-hire  insurance  refund during 1998 from TEI, due to lower
claims from the insured entities. These marine vessel entities did not receive a
refund during 1999.

     (iii)Repairs  and  maintenance  decreased $0.8 million due to fewer repairs
required;

     (iv)Depreciation  expense  decreased $0.4 million resulting from the use of
the  double-declining  balance method of  depreciation  which results in greater
depreciation in the first years an asset is owned;

(f)  Net Income

As a result of the foregoing,  the  Partnership's  net income for the year ended
December  31,  1999 was $1.3  million,  compared  to net income of $2.4  million
during the same period in 1998.  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, 1999 is not necessarily  indicative of future periods.  In the year
ended December 31, 1999, the Partnership distributed $8.1 million to the limited
partners, or $0.90 per weighted-average limited partnership unit.

(2)  Comparison of the Partnership's Operating Results for the Years Ended
December 31, 1998 and 1997

(a)  Owned Equipment Operations

Lease  revenues  less  direct  expenses  (defined  as  repair  and  maintenance,
equipment operating,  and asset-specific  insurance expenses) on owned equipment
decreased  during the year ended  December 31, 1998,  when  compared to the same
period of 1997.  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  audit  financial  statements),  are not  included  in the  owned  equipment
operation  discussion  because  these  expenses 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 31,
                                                                            1998             1997
                                                                         ----------------------------
  <S>                                                                    <C>              <C>
  Aircraft and aircraft engines                                          $  8,811         $  9,279
  Marine vessels                                                            2,777            2,650
  Trailers                                                                  2,150            1,918
  Railcars                                                                  1,928            2,062
  Marine containers                                                         1,206            2,057
</TABLE>

Aircraft and aircraft engines:  Aircraft lease revenues and direct expenses were
$8.9 million and $0.1  million,  respectively,  for the year ended  December 31,
1998, compared to $9.4 million and $0.1 million,  respectively,  during the same
period of 1997. The decrease in aircraft contribution of $0.5 million was due to
the sale of two commuter aircraft and an aircraft engine during 1997.

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $7.5
million and $4.7 million,  respectively,  for the year ended  December 31, 1998,
compared  to $12.8  million  and $10.1  million,  respectively,  during the same
period of 1997. A decrease in marine  vessel lease  revenues of $6.1 million was
due to the sale of two marine  vessels  during the fourth quarter of 1997 offset
in part,  by an increase in lease  revenues of $1.9 million from the purchase of
an  additional  marine vessel during March 1998.  Additionally,  lease  revenues
decreased  $1.0 million due to lower lease rates earned on the remaining  marine
vessel  during  1998 when  compared to the same  period of 1997.  Marine  vessel
direct operating  expenses decreased $4.9 million as a direct result of the sale
of two marine  vessels and also  decreased  $0.6  million as the result of lower
operating  expenses on the  remaining  marine  vessel.  The  decreases in marine
vessel  direct  expenses were off set in part, by an increase of $0.1 million as
the result of the purchase of an  additional  marine  vessel  during March 1998.
Marine  vessel  contribution  also  increased  as a  result  of a  $0.3  million
loss-of-hire  insurance refund from Transportation  Equipment Indemnity Company,
Ltd., an affiliate of the General Partner,  due to lower claims from the insured
Partnership and other insured affiliated partnerships.

Trailers:  Trailer lease revenues and direct expenses were $2.8 million and $0.7
million,  respectively,  for the year ended December 31, 1998,  compared to $2.8
million and $0.8  million,  respectively,  during the same  period of 1997.  The
trailer  contribution  increased  during 1998 due to fewer  maintenance  repairs
needed for trailers in the PLM affiliated rental yards, when compared to 1997.

Rail  equipment:  Rail equipment  lease  revenues and direct  expenses were $2.5
million and $0.6 million,  respectively,  for the year ended  December 31, 1998,
compared to $2.5 million and $0.5 million, respectively,  during the same period
of 1997.  The decrease in railcar  contribution  was due to required  repairs to
certain railcars during 1998 that were not needed during 1997.

Marine containers: Marine container lease revenues and direct expenses were $1.2
million  and  $10,000,  respectively,  for the year  ended  December  31,  1998,
compared to $2.1  million and $17,000,  respectively,  during the same period of
1997.  The  number  of  marine  containers  owned  by the  Partnership  has been
declining over the past two years due to sales and  dispositions.  The result of
this declining fleet has been a decrease in marine container contribution.

(b)  Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses of $15.9 million for the year ended  December 31, 1998
decreased from $21.4 million for the same period in 1997.  Significant variances
are explained as follows:

     (i) A $4.5 million decrease in depreciation  and amortization  expense from
1997 levels was caused  primarily  by a decrease of $1.8 million due to the sale
of two marine  vessels and a decrease of  approximately  $4.1 million due to the
double-declining  balance  method  of  depreciation  which  results  in  greater
depreciation  in the  first  years an  asset  is  owned.  These  decreases  were
partially offset by a $1.4 million increase in additional  depreciation  expense
from the purchase of a marine vessel during the first quarter of 1998.

     (ii) A $0.6 million decrease in interest expense was due to a lower average
outstanding debt balance when compared to the same period of 1997.

     (iii) A $0.3 million  decrease in  management  fees to affiliate was due to
lower lease revenues.

     (iv) A $0.2 million  decrease in  administrative  expenses was due to lower
costs for professional  services needed to collect past-due receivables due from
certain  nonperforming  lessees and lower costs  associated with the Partnership
trailers at the PLM-affiliated short-term rental yards.

     (v) A $0.1  million  increase in bad debt  expenses  was due to the General
Partner's  evaluation  of the  collectibility  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,
1998 totaled $0.7 million,  which resulted from the sale of an aircraft,  marine
containers,  railcars,  and  trailers,  with an aggregate net book value of $8.0
million,  for  proceeds  of $8.7  million.  The net gain on the  disposition  of
equipment for 1997 totaled  $11.0  million,  which  resulted from the sale of an
aircraft  engine,  a  commuter  aircraft,  marine  containers,  trailers,  and a
railcar,  with an aggregate net book value of $4.7 million, for proceeds of $7.8
million,  and the sale of two  marine  vessels  with a net  book  value of $10.9
million for proceeds of $18.0 million. Included in the gain from the sale of the
marine vessels is the unused portion of accrued drydocking of $0.8 million.

(d)  Interest and Other Income

Interest and other income decreased $0.2 million for the year ended December 31,
1998,  when  compared to the same period of 1997.  A decrease of $0.3 million in
other income was due to the  repossession  of the aircraft  that was on a direct
finance lease during 1997. This decrease was offset,  in part, by an increase of
$0.1 million in interest  income due to higher  average cash balances  available
for investment in 1998 when compared to 1997.

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

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

                                                                                For the Years
                                                                              Ended December 31,
                                                                            1998              1997
                                                                         -----------------------------
  <S>                                                                    <C>              <C>
  Aircraft, rotable components, and aircraft engines                     $     446        $    1,215
  Marine vessels                                                              (152)           (1,479)
                                                                         -----------------------------
      Equity in net income (loss) of USPEs                               $     294        $     (264)
                                                                         =============================

</TABLE>


Aircraft,  rotable components, and aircraft engines: As of December 31, 1998 and
1997,  the  Partnership  had an interest in two trusts that own a total of three
commercial aircraft, two aircraft engines, and a portfolio of aircraft rotables,
and also had an interest in an entity owning two commercial aircraft on a direct
finance lease. During the year ended December 31, 1998, revenues of $1.2 million
were  offset  by  depreciation  expense,  direct  expenses,  and  administrative
expenses of $0.8 million. During the same period of 1997, lease revenues of $2.3
million were offset by depreciation expense, direct expenses, and administrative
expenses of $1.0 million.  The decrease in lease  revenues is due to the renewal
of the  leases  for three  commercial  aircraft,  two  aircraft  engines,  and a
portfolio of aircraft rotables at lower rates than were in place during the same
period of 1997. The decrease in depreciation  expense, when compared to the same
period of 1997, was due to the double-declining  balance method of depreciation,
which results in greater depreciation in the first years an asset is owned.

Marine  vessels:  As of December  31, 1998 and 1997,  the  Partnership  owned an
interest in three marine vessels. During the year ended December 31, 1998, lease
revenues of $6.4 million were offset by depreciation  expense,  direct expenses,
and  administrative  expenses of $6.6  million.  During the same period of 1997,
lease  revenues of $4.2  million  were offset by  depreciation  expense,  direct
expenses,  and administrative  expenses of $5.7 million.  The primary reason for
the increase in lease revenues and depreciation  expense,  direct expenses,  and
administrative expenses during 1998 was the purchase of an interest in an entity
that owns a marine vessel during the third quarter of 1997.

(f)  Net Income

As a result of the foregoing,  the  Partnership's  net income for the year ended
December  31, 1998 was $2.4  million,  compared to a net income of $7.9  million
during the same period in 1997.  The  Partnership's  ability to operate  assets,
liquidate  assets,  and re-lease  those assets whose leases expire is subject to
many factors,  and the Partnership's  performance during the year ended December
31, 1998 is not  necessarily  indicative  of future  periods.  In the year ended
December 31, 1998,  the  Partnership  distributed  $11.4  million to the limited
partners, or $1.26 per weighted-average limited partnership unit.

(E)  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 U.S. 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 U.S. 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 U.S.  domiciled  lessees  consists of
trailers, railcars, and aircraft. During 1999, U.S. lease revenues accounted for
25% of the total lease revenues of wholly- and  partially-owned  equipment while
net income  accounted for $1.6 million of the  Partnership's  net income of $1.3
million.

The  Partnership's  owned  equipment  on  lease  to  Canadian-domiciled  lessees
consists  of  railcars  and  aircraft.  During  1999,  Canadian  lease  revenues
accounted  for 16% of the total lease  revenues  of wholly- and  partially-owned
equipment,   and  recorded  net  income  of  $1.6   million,   compared  to  the
Partnership's net income of $1.3 million.

The Partnership's owned aircraft on lease to a South  American-domiciled  lessee
during  1999  accounted  for 12% of the total  lease  revenues  of  wholly-  and
partially-owned  equipment, and recorded a net income of $0.9 million,  compared
to the Partnership's net income of $1.3 million.

The  Partnership's  ownership  share of  equipment  owned by USPEs on lease to a
Mexican-domiciled  lessee  consisted of aircraft on a direct  finance  lease and
recorded a net income of $0.3  million of the  Partnership's  net income of $1.3
million.

The Partnership's  ownership share of equipment that was owned by USPEs on lease
to  European-domiciled  lessees  consisted of aircraft,  aircraft  engines,  and
aircraft rotables. All of the equipment on lease to the European lessee was sold
during 1999 and recorded a net income of $1.5 million of the  Partnership's  net
income of $1.3 million.  The primary reason this region  recorded net income was
due to the sale of the  Partnership's  ownership in this USPE for a gain of $1.6
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 1999, lease revenues for these lessees  accounted for 47% of
the total lease revenues of wholly- and partially-owned equipment and recorded a
net loss of $2.3  million,  compared  to the  Partnership's  net  income of $1.3
million.  The primary reason this region recorded a net loss of $2.3 million was
due to the  Partnership  recording a loss on the  revaluation  of a owned marine
vessel of $2.9 million.

(F) Effects of Year 2000

As of March 20, 2000, the Partnership has not experienced any material Year 2000
(Y2K)  issues  with  either  its  internally  developed  software  or  purchased
software. In addition, to date, the Partnership has not been impacted by any Y2K
problems  that may  have  impacted  our  customers  and  suppliers.  The  amount
allocated to the  Partnership by the General  Partner  related to Y2K issues has
not been material.  The General Partner continues to monitor its systems for any
potential Y2K issues.

(G)  Inflation

Inflation had no significant impact on the Partnership's operations during 1999,
1998, or 1997.

(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.

(I)  Outlook for the Future

Since the  Partnership  is in its  holding or  passive  liquidation  phase,  the
General  Partner will be seeking to  selectively  re-lease or sell assets as the
existing leases expire.  Sale decisions will cause the operating  performance of
the Partnership to decline over the remainder of its life.

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 equipment markets in which it
determines  that it cannot  operate  equipment and achieve  acceptable  rates of
return.

The  Partnership  intends  to use cash  flow  from  operations  to  satisfy  its
operating  requirements,  pay  principal  and  interest  on  debt,  and pay cash
distributions to the partners.

Factors affecting the Partnership's contribution during the year 2000 and beyond
include:

1. A  worldwide  increase in  available  marine  containers  to lease has led to
declining lease rates for this equipment. In addition, 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.

2.  Depressed  economic  conditions  in Asia  during  most  of  1999  has led to
declining freight rates for dry bulk marine vessels. As Asia begins its economic
recovery  and in the absence of new  additional  orders,  this  market  would be
expected to stabilize and improve over the next one to two years.

3. The Partnership owns an anchor handling supply marine vessel that has a fixed
lease rate due to expire in the year 2000. If the economic conditions remain the
same, the General  Partner would expect to re-lease this marine vessel at a rate
much lower than the rate that is currently in place.

4.  Railcar  loading  in North  America  has  continued  to be high,  however  a
softening  in the  market  in the  last  quarter  of  1999,  may  lead to  lower
utilization and lower  contribution to the Partnership as existing leases expire
and renewal leases are negotiated.

Several other factors may affect the Partnership's  operating performance in the
year 2000 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  aircraft,  railcar,  marine  container,
marine  vessel,  and trailer  portfolios  will be remarketed in 2000 as existing
leases   expire,    exposing   the   Partnership   to   considerable   repricing
risk/opportunity.  Additionally,  the General Partner may select 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.  Currently,  the General Partner has
observed  rising  insurance  costs to operate  certain  vessels  in U.S.  ports,
resulting  from  implementation  of the U.S. Oil Pollution Act of 1990.  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 U.S. 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 either modified
to meet Stage III  requirements,  sold,  or re-leased  in countries  that do not
require this regulation.  The Federal Railroad  Administration has mandated that
effective  July 1, 2000,  all jacketed and  non-jacketed  tank  railcars must be
re-qualified to insure tank shell integrity.  Tank shell thickness,  weld seams,
and weld attachments must be inspected and repaired if necessary to re-qualify a
tank railcar for  service.  The average  cost of this  inspection  is $1,800 for
non-jacketed tank railcars and $3,600 for jacketed tank railcars,  not including
any necessary repairs.  This inspection is to be performed at the next scheduled
tank test.


<PAGE>


(3)  Distributions

Pursuant  to  the  limited  partnership   agreement,   the  Partnership  stopped
reinvesting in additional  equipment beginning in its seventh year of operation,
which  commenced  on January 1, 1999.  The General  Partner  intends to pursue a
strategy of selectively  re-leasing equipment to achieve competitive returns, or
selling   equipment  that  is   underperforming   or  whose  operation   becomes
prohibitively  expensive,  in the period prior to the final  liquidation  of the
Partnership.  During this time, the Partnership will use operating cash flow and
proceeds from the sale of equipment to meet its operating  obligations  and make
distributions to the partners.  Although the General Partner intends to maintain
a  sustainable  level  of  distributions  prior  to  final  liquidation  of  the
Partnership, actual Partnership performance and other considerations may require
adjustments to then-existing  distribution  levels.  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  Partnership's  permanent debt obligation  began to mature in February 1997.
The General  Partner  believes that  sufficient  cash flow from  operations  and
equipment sales will be available in the future for repayment of debt.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Partnership's  primary  market risk  exposure is that of interest  rate and
currency  risk. The  Partnership's  senior secured note is a variable rate debt.
The   Partnership   estimates  a  one  percent   increase  or  decrease  in  the
Partnership's  variable  rate debt  would  result in an  increase  or  decrease,
respectively,  in interest expense of $0.1 million in 2000, and $38,000 in 2001.
The   Partnership   estimates  a  two  percent   increase  or  decrease  in  the
Partnership's  variable  rate debt  would  result in an  increase  or  decrease,
respectively,  in interest  expense of $0.2 million in 2000, and $0.1 million in
2001.

During 1999,  75% of the  Partnership's  total lease  revenues  from wholly- and
partially-owned equipment came from non-United States domiciled lessees. Most of
the  Partnership's  leases require payment in United States (U.S.) currency.  If
these  lessees  currency  devalues  against the U.S.  dollar,  the lessees could
potentially  encounter  difficulty in making the U.S. 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.

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

None.













                      (This space intentionally left blank)


<PAGE>


                                                     PART III

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

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


Name                                     Age     Position
---------------------------------------- ------- ------------------------------------------------------------------

<S>                                      <C>     <C>
Robert N. Tidball                        61      Chairman of the Board, Director,  President,  and Chief Executive
                                                 Officer, PLM International, Inc.;
                                                 Director, PLM Financial Services, Inc.;
                                                 Vice   President,   PLM  Railcar   Management   Services,   Inc.;
                                                 President, PLM Worldwide Management Services Ltd.

Randall L.-W. Caudill                    52      Director, PLM International, Inc.

Douglas P. Goodrich                      53      Director  and Senior Vice  President,  PLM  International,  Inc.;
                                                 Director and President,  PLM Financial Services, Inc.; President,
                                                 PLM Transportation Equipment Corporation;  President, PLM Railcar
                                                 Management Services, Inc.

Warren G. Lichtenstein                   34      Director, PLM International, Inc.

Howard M. Lorber                         51      Director, PLM International, Inc.

Harold R. Somerset                       64      Director, PLM International, Inc.

Robert L. Witt                           59      Director, PLM International, Inc.

Robin L. Austin                          53      Vice President, Human Resources, PLM International,  Inc. and PLM
                                                 Financial Services, Inc.

Stephen M. Bess                          53      President,  PLM Investment  Management,  Inc.; Vice President and
                                                 Director, PLM Financial Services, Inc.

Richard K Brock                          37      Vice President and Chief Financial  Officer,  PLM  International,
                                                 Inc. and PLM Financial Services, Inc.

Susan C. Santo                           37      Vice   President,    Secretary,    and   General   Counsel,   PLM
                                                 International, Inc. and PLM Financial Services, Inc.
</TABLE>


Robert N.  Tidball  was  appointed  Chairman  of the  Board in  August  1997 and
President and Chief Executive Officer of PLM International in March 1989. At the
time of his  appointment  as  President  and  Chief  Executive  Officer,  he was
Executive Vice President of PLM International.  Mr. Tidball became a director of
PLM  International  in April 1989.  Mr.  Tidball was appointed a Director of PLM
Financial Services, Inc. in July 1997 and was elected President of PLM Worldwide
Management Services Limited in February 1998. He has served as an officer of PLM
Railcar  Management  Services,  Inc.  since June 1987. Mr. Tidball was Executive
Vice President of Hunter Keith,  Inc., a  Minneapolis-based  investment  banking
firm,  from March  1984 to  January  1986.  Prior to Hunter  Keith,  he was Vice
President, General Manager, and Director of North American Car Corporation and a
director of the American Railcar Institute and the Railway Supply Association.

Randall L.-W.  Caudill was elected to the Board of Directors in September  1997.
He is  President  of  Dunsford  Hill  Capital  Partners,  a San  Francisco-based
financial  consulting firm serving emerging growth companies.  Prior to founding
Dunsford  Hill Capital  Partners,  Mr.  Caudill held senior  investment  banking
positions at Prudential  Securities,  Morgan Grenfell Inc., and The First Boston
Corporation. Mr. Caudill also serves as a director of Northwest Biotherapeutics,
Inc., VaxGen, Inc., SBE, Inc., and RamGen, Inc.

Douglas  P.  Goodrich  was  elected  to the  Board of  Directors  in July  1996,
appointed  Senior  Vice  President  of PLM  International  in  March  1994,  and
appointed Director and President of PLM Financial  Services,  Inc. in June 1996.
Mr.  Goodrich  has also served as Senior Vice  President  of PLM  Transportation
Equipment Corporation since July 1989 and as President of PLM Railcar Management
Services,  Inc. since September 1992,  having been a Senior Vice President since
June 1987.  Mr.  Goodrich was an executive  vice  president of G.I.C.  Financial
Services  Corporation of Chicago,  Illinois, a subsidiary of Guardian Industries
Corporation, from December 1980 to September 1985.

Warren G.  Lichtenstein  was elected to the Board of Directors in December 1998.
Mr.  Lichtenstein  is the Chief  Executive  Officer of Steel  Partners II, L.P.,
which is PLM International's  largest  shareholder,  currently owning 16% of the
Company's common stock. Additionally,  Mr. Lichtenstein is Chairman of the Board
of Aydin Corporation,  a NYSE-listed defense  electronics  concern, as well as a
director of Gateway  Industries,  Rose's Holdings,  Inc., and Saratoga  Beverage
Group,  Inc. Mr.  Lichtenstein is a graduate of the University of  Pennsylvania,
where he received a Bachelor of Arts degree in economics.

Howard M.  Lorber was elected to the Board of  Directors  in January  1999.  Mr.
Lorber is President and Chief Operating  Officer of New Valley  Corporation,  an
investment banking and real estate concern. He is also Chairman of the Board and
Chief  Executive  Officer  of  Nathan's  Famous,  Inc.,  a  fast  food  company.
Additionally,  Mr. Lorber is a director of United Capital  Corporation and Prime
Hospitality  Corporation and serves on the boards of several  community  service
organizations.  He is a graduate of Long Island University,  where he received a
Bachelor  of Arts  degree and a Masters  degree in  taxation.  Mr.  Lorber  also
received charter life  underwriter and chartered  financial  consultant  degrees
from the American  College in Bryn Mawr,  Pennsylvania.  He is a trustee of Long
Island University and a member of the Corporation of Babson College.

Harold R. Somerset was elected to the Board of Directors of PLM International in
July 1994.  From February 1988 to December 1993, Mr.  Somerset was President and
Chief Executive  Officer of California & Hawaiian Sugar Corporation (C&H Sugar),
a subsidiary of Alexander & Baldwin,  Inc. Mr. Somerset joined C&H Sugar in 1984
as Executive Vice President and Chief  Operating  Officer,  having served on its
Board of Directors  since 1978.  Between 1972 and 1984, Mr.  Somerset  served in
various  capacities  with  Alexander & Baldwin,  Inc., a publicly  held land and
agriculture company headquartered in Honolulu,  Hawaii, including Executive Vice
President of Agriculture  and Vice President and General  Counsel.  Mr. Somerset
holds a law  degree  from  Harvard  Law  School  as well as a  degree  in  civil
engineering  from the  Rensselaer  Polytechnic  Institute and a degree in marine
engineering from the U.S. Naval Academy.  Mr. Somerset also serves on the boards
of directors for various other companies and organizations, including Longs Drug
Stores, Inc., a publicly held company.

Robert L. Witt was elected to the Board of Directors  in June 1997.  Since 1993,
Mr. Witt has been a principal with WWS  Associates,  a consulting and investment
group specializing in start-up situations and private  organizations about to go
public.  Prior to that, he was Chief Executive Officer and Chairman of the Board
of Hexcel  Corporation,  an international  advanced materials company with sales
primarily in the aerospace,  transportation, and general industrial markets. Mr.
Witt also serves on the boards of  directors  for various  other  companies  and
organizations.

Robin  L.  Austin  became  Vice  President,  Human  Resources  of PLM  Financial
Services,  Inc. in 1984, having served in various capacities with PLM Investment
Management,  Inc., including Director of Operations, from February 1980 to March
1984.  From June 1970 to September 1978, Ms. Austin served on active duty in the
United  States Marine Corps and served in the United States Marine Corp Reserves
from 1978 to 1998.  She retired as a Colonel of the United  States  Marine Corps
Reserves  in 1998.  Ms.  Austin  has  served  on the Board of  Directors  of the
Marines'  Memorial  Club  and is  currently  on the  Board of  Directors  of the
International Diplomacy Council.

Stephen M. Bess was appointed a Director of PLM Financial Services, Inc. in July
1997.  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. Mr. Bess 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.

Richard K Brock was appointed Vice President and Chief Financial  Officer of PLM
International  and PLM Financial  Services,  Inc. in January 2000,  after having
served as Acting CFO since June 1999.  Mr. Brock served as Corporate  Controller
of PLM International and PLM Financial Services, Inc. beginning in June 1997, as
Director of Planning and General  Accounting  beginning in February 1994, and as
an  accounting  manager  beginning in September  1991.  Mr. Brock was a division
controller of Learning Tree International,  a technical education company,  from
February 1988 through July 1991.

Susan C. Santo  became Vice  President,  Secretary,  and General  Counsel of PLM
International and PLM Financial Services,  Inc. in November 1997. She has worked
as an  attorney  for PLM  International  since  1990 and  served  as its  Senior
Attorney since 1994.  Previously,  Ms. Santo was engaged in the private practice
of law in San  Francisco.  Ms. Santo  received her J.D.  from the  University of
California, Hastings College of the Law.

The directors of PLM  International,  Inc. are elected for a three-year term and
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  International  Inc. or 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, 1999.


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,  1999,  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 officer or
         director of the  General  Partner  and its  affiliates  own any limited
         partnership units of the Partnership as of December 31, 1999.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     (A) Transactions with Management and Others

         During 1999, the Partnership  paid or accrued the following fees to FSI
         or its affiliates: management fees, $1.0 million, equipment acquisition
         fees, $0.1 million; lease negotiation fees, $13,000, and administrative
         and data processing  services  performed on behalf of the  Partnership,
         $0.9 million.

         During 1999, 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,
         $0.1 million.












<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.

     (B) Reports on Form 8-K

         None.

     (C) 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.

         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.

         24.   Powers of Attorney.











                     (This space intentionally left blank.)





<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 20, 2000                   PLM EQUIPMENT GROWTH FUND V
                                        PARTNERSHIP

                                        By: PLM Financial Services, Inc.
                                            General Partner


                                        By: /s/ Douglas P. Goodrich
                                            Douglas P. Goodrich
                                            President and Director


                                        By: /s/ Richard K Brock
                                            Richard K Brock
                                            Vice President and
                                            Chief Financial 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



*
Robert N. Tidball       Director, FSI              March 20, 2000



*
Douglas P. Goodrich     Director, FSI              March 20, 2000



*
Stephen M. Bess         Director, FSI              March 20, 2000


*Susan Santo,  by signing her name hereto,  does sign this document on behalf of
the persons indicated above pursuant to powers of attorney duly executed by such
persons and filed with the Securities and Exchange Commission.


/s/ Susan C. Santo
Susan C. Santo
Attorney-in-Fact



<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          INDEX TO FINANCIAL STATEMENTS

                                  (Item 14(a))


                                                                          Page

Independent auditors' report                                               30

Balance sheets as of December 31, 1999 and 1998                            31

Statements of income for the years ended
     December 31, 1999, 1998, and 1997                                     32

Statements of changes in partners' capital for the
     years ended December 31, 1999, 1998, and 1997                         33

Statements of cash flows for the years ended
     December 31, 1999, 1998, and 1997                                     34

Notes to financial statements                                           35-46


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.



<PAGE>


                          INDEPENDENT AUDITORS' REPORT



The Partners
PLM Equipment Growth Fund V:


We have audited the  accompanying  financial  statements of PLM Equipment Growth
Fund V (the  Partnership),  as listed  in the  accompanying  index to  financial
statements.   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 have  conducted our audits in accordance  with  generally  accepted  auditing
standards.  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, 1999 and 1998 and the  results of its  operations  and its cash
flows for each of the years in the three-year  period ended December 31, 1999 in
conformity with generally accepted accounting principles.






SAN FRANCISCO, CALIFORNIA
March 12, 2000


<PAGE>



                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                                 BALANCE SHEETS
                                  DECEMBER 31,
                 (in thousands of dollars, except unit amounts)


<TABLE>
<CAPTION>
                                                                                      1999                  1998
                                                                                  -----------------------------------
  Assets

  <S>                                                                             <C>                  <C>
  Equipment held for operating leases, at cost                                    $   102,326          $    109,515
  Less accumulated depreciation                                                       (72,847)              (68,711)
                                                                                  -----------------------------------
    Net equipment                                                                      29,479                40,804

  Cash and cash equivalents                                                             4,188                 1,774
  Restricted cash                                                                         441                   108
  Accounts receivable, less allowance for doubtful accounts of
      $47 in 1999 and $77 in 1998                                                       2,187                 3,188
  Investments in unconsolidated special-purpose entities                                9,633                15,144
  Lease negotiation fees to affiliate, less accumulated
      amortization of $64 in 1999 and $293 in 1998                                         53                   119
  Debt issuance costs, less accumulated amortization
      of $84 in 1999 and $405 in 1998                                                      48                   118
  Debt placement fees to affiliate, less accumulated
      amortization of $340 in 1998                                                         --                    40
  Prepaid expenses and other assets                                                        54                    81
                                                                                  -----------------------------------

        Total assets                                                              $    46,083          $     61,376
                                                                                  ===================================

  Liabilities and partners' capital

  Liabilities
  Accounts payable and accrued expenses                                           $       501          $        593
  Due to affiliates                                                                       304                   339
  Lessee deposits and reserve for repairs                                               2,788                 2,450
  Note payable                                                                         15,484                23,588
                                                                                  -----------------------------------
    Total liabilities                                                                  19,077                26,970
                                                                                  -----------------------------------

  Partners' capital
  Limited partners (limited partnership units of 9,067,911 and
        9,081,028 as of December 31, 1999 and 1998, respectively)                      27,006                34,406
  General Partner                                                                          --                    --
                                                                                  -----------------------------------
    Total partners' capital                                                            27,006                34,406
                                                                                  -----------------------------------

        Total liabilities and partners' capital                                   $    46,083          $     61,376
                                                                                  ===================================





</TABLE>







                 See accompanying notes to financial statements.
<PAGE>



                           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>


                                                                            1999            1998           1997
                                                                         -------------------------------------------
  REVENUES

  <S>                                                                    <C>            <C>             <C>
  Lease revenue                                                          $  20,276      $   22,911      $  29,493
  Interest and other income                                                    239             404            640
  Net gain on disposition of equipment                                         253             732         10,990
                                                                         -------------------------------------------
      Total revenues                                                        20,768          24,047         41,123
                                                                         -------------------------------------------

  EXPENSES

  Depreciation and amortization                                              9,322          11,237         15,693
  Repairs and maintenance                                                    1,535           2,291          2,690
  Equipment operating expenses                                               3,275           3,763          6,088
  Insurance expense to affiliate                                                --            (214)           838
  Other insurance expenses                                                     642             259          1,933
  Management fees to affiliate                                               1,027           1,133          1,480
  Interest expense                                                           1,288           1,950          2,593
  General and administrative expenses to affiliates                            914             974            981
  Other general and administrative expenses                                    659             593            731
  Loss on revaluation of equipment                                           2,899              --             --
  Provision for (recovery of) bad debts                                         13              27            (89)
                                                                         -------------------------------------------
      Total expenses                                                        21,574          22,013         32,938
                                                                         -------------------------------------------

  Minority interests                                                            --              42             --

  Equity in net income (loss) of unconsolidated
    special-purpose entities                                                 2,108             294           (264)
                                                                         ------------------------------------------
  Net income                                                             $   1,302      $    2,370      $   7,921
                                                                         ===========================================

  PARTNERS' SHARE OF NET INCOME

  Limited partners                                                       $     824      $    1,796      $   7,154
  General Partner                                                              478             574            767
                                                                         -------------------------------------------

  Total                                                                  $   1,302      $    2,370      $   7,921
                                                                         ===========================================

  Net income per weighted-average limited partnership unit               $    0.09      $     0.20      $    0.79
                                                                         ===========================================

  Cash distribution                                                      $   8,617      $   12,008      $  15,346
                                                                         ===========================================

  Cash distribution per weighted-average limited
      partnership unit                                                   $    0.90      $    1.26       $    1.60
                                                                         ===========================================

</TABLE>







                 See accompanying notes to financial statements.
<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
                            (in thousands of dollars)

<TABLE>
<CAPTION>


                                                         Limited            General
                                                         Partners           Partner             Total
                                                       ---------------------------------------------------
  <S>                                                  <C>                  <C>              <C>

    Partners' capital as of December 31, 1996          $    52,296          $    --          $   52,296

  Net income                                                 7,154              767               7,921

  Purchase of limited partnership units                       (785)              --                (785)

  Cash distribution                                        (14,579)            (767)            (15,346)
                                                       ---------------------------------------------------

    Partners' capital as of December 31, 1997               44,086               --              44,086

  Net income                                                 1,796              574               2,370

  Purchase of limited partnership units                        (42)              --                 (42)

  Cash distribution                                        (11,434)            (574)            (12,008)
                                                       ---------------------------------------------------

    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
                                                       ===============================================

</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>

                                                                            1999            1998             1997
                                                                        -----------------------------------------------
  <S>                                                                    <C>             <C>              <C>
  Operating activities  Net income                                       $   1,302       $   2,370        $    7,921
  Adjustments to reconcile net income to net cash
        provided by (used in) operating activities:
    Depreciation and amortization                                            9,322          11,237            15,693
    Loss on revaluation of equipment                                         2,899              --                --
    Net gain on disposition of equipment                                      (253)           (732)          (10,990)
    Equity in net (income) loss of unconsolidated
      special-purpose entities                                              (2,108)           (294)              264
    Changes in operating assets and liabilities:
      Restricted cash                                                         (333)              3               442
      Accounts and note receivable, net                                      1,001             158              (490)
      Prepaid expenses and other assets                                         27              33               444
      Accounts payable and accrued expenses                                    (92)         (1,244)              777
      Due to affiliates                                                        (35)           (138)             (222)
      Minority interest                                                         --          (2,637)            2,637
      Lessee deposits and reserve for repairs                                  338             806            (1,438)
                                                                         --------------------------------------------
         Net cash provided by operating activities                          12,068           9,562            15,038
                                                                         ---------------------------------------------

  Investing activities
  Proceeds from disposition of equipment                                       860           8,717            25,831
  Equipment held for sale                                                       --              --            (3,397)
  Payments for purchase of equipment and capitalized repairs                (1,256)         (9,485)             (165)
  Payments for equipment acquisition deposits                                    --             --              (920)
 Investment in and equipment purchased and placed in
    unconsolidated special-purpose entities                                      --             --            (9,608)
 Distribution from liquidation of unconsolidated
    special-purpose entity                                                   7,354              --                --
 Distribution from unconsolidated special-purpose entities                     265           4,130             3,037
 Payments of acquisition fees to affiliate                                     (56)           (468)               --
 Payments of lease negotiation fees to affiliate                               (13)           (104)               --
                                                                        ---------------------------------------------
       Net cash provided by investing activities                             7,154           2,790            14,778
                                                                        ---------------------------------------------

 Financing activities
 Proceeds from short-term note payable                                          --           3,950             9,110
 Payments of short-term note payable                                            --          (3,950)          (11,573)
 Payments of note payable                                                   (8,104)         (8,412)           (6,000)
 Proceeds from short-term loan from affiliate                                3,200           1,981             1,610
 Payment of short-term loan to affiliate                                    (3,200)         (1,981)           (1,610)
 Cash distribution paid to General Partner                                    (478)           (574)             (767)
 Cash distribution paid to limited partners                                 (8,139)        (11,434)          (14,579)
 Purchase of limited partnership units                                         (85)            (42)             (785)
                                                                        ---------------------------------------------
       Net cash used in financing activities                               (16,806)        (20,462)          (24,594)
                                                                        ---------------------------------------------

 Net increase (decrease) in cash and cash equivalents                        2,414          (8,110)            5,222
 Cash and cash equivalents at beginning of year                              1,774           9,884             4,662
                                                                        ---------------------------------------------
 Cash and cash equivalents at end of year                               $    4,188       $   1,774         $   9,884
                                                                        =============================================

 Supplemental information
 Interest paid                                                          $    1,348       $   2,047         $   2,843
                                                                        =============================================

</TABLE>



                 See accompanying notes to financial statements.


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

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).

Beginning in the  Partnership's  seventh year of operations,  which commenced on
January 1, 1999, the General Partner stopped  reinvesting  excess cash.  Surplus
cash, less reasonable reserves,  will be distributed to the partners.  Beginning
in the Partnership's  ninth year of operations which begins January 1, 2001, the
General  Partner  intends to begin an orderly  liquidation of the  Partnership's
assets.  The  Partnership  will be  terminated  by  December  31,  2010,  unless
terminated earlier upon the sale of all equipment or by certain other events.

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.

The General  Partner has determined  that it will not adopt a reinvestment  plan
for the  Partnership.  If the number of units made  available  for  purchase  by
limited  partners in any calendar  year exceeds the number that can be purchased
with reinvestment plan proceeds, then the Partnership may redeem up to 2% of the
outstanding  units each  year,  subject to  certain  terms and  conditions.  The
purchase price to be offered by the Partnership for these units will be equal to
110% of the unrecovered  principal  attributable  to the units.  The unrecovered
principal  for  any  unit  will  be  equal  to the  excess  of (i)  the  capital
contribution  attributable  to the unit  over  (ii) the  distributions  from any
source paid with  respect to the units.  For the years ended  December 31, 1999,
1998, and 1997, the Partnership had purchased  13,117,  5,580 and 82,411 limited
partnership units for $0.1 million, $42,000, and $0.8 million, respectively.

As of December 31, 1999, the Partnership agreed to purchase  approximately 2,300
units for an  aggregate  price of  approximately  $12,500.  The General  Partner
anticipates  that these units will be purchased in the first and second quarters
of 2000. In addition to these units, the General Partner may purchase additional
units on behalf of the Partnership in the future.

These financial statements have been prepared on the accrual basis of accounting
in accordance  with  generally  accepted  accounting  principles.  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 owned by 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.




<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

1.   BASIS OF PRESENTATION  (CONTINUED)

ACCOUNTING FOR LEASES

The Partnership's  leasing  operations  consists  primarily 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 Financial  Accounting  Standards No. 13,  "Accounting  for Leases" (SFAS 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 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
(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.

TRANSPORTATION EQUIPMENT

In accordance with the Financial Accounting Standards Board's Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be  Disposed  Of",  the  General  Partner  reviews  the  carrying  value  of the
Partnership's  equipment at least quarterly and whenever  circumstances indicate
that the  carrying  value of an asset  may not be  recoverable  in  relation  to
expected future market conditions for the purpose of assessing recoverability of
the recorded amounts.  If projected  undiscounted future 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.  Reductions of $2.9 million to the carrying
value of a marine vessel was required during 1999. No reductions to the carrying
value of equipment were required during either 1998, or 1997.

Equipment held for operating leases is stated at cost less any reductions to the
carrying value as required by SFAS 121

INVESTMENTS IN UNCONSOLIDATED SPECIAL-PURPOSE ENTITIES

The Partnership has interests in unconsolidated special-purpose entities (USPEs)
that own transportation  equipment.  These interests 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.


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

1.   BASIS OF PRESENTATION  (CONTINUED)

REPAIRS AND MAINTENANCE

Repair and maintenance costs related to marine vessels,  railcars,  and trailers
are usually  the  obligation  of the  Partnership  and are accrued as  incurred.
Certain  costs  associated  with marine  vessel  dry-docking  are  estimated and
accrued ratably over the period prior to such dry-docking.  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
has 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  sales  proceeds.  The aircraft  reserve  accounts and marine  vessel
dry-docking  reserve  accounts  are  included  in the  balance  sheet as  lessee
deposits and reserve for repairs.

NET INCOME (LOSS) 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.

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.  The limited  partners' net income (loss) 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  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 $7.3 million,  $9.6
million, and $7.4 million in 1999, 1998, and 1997, respectively,  were deemed to
be a return of capital.

Cash distributions  related to the fourth quarter of 1999 of $1.7 million,  $1.4
million in 1998, and $2.8 million in 1997, were paid during the first quarter of
2000, 1999, and 1998, respectively.

NET INCOME (LOSS) PER WEIGHTED-AVERAGE PARTNERSHIP UNIT

Net income (loss) per weighted-average Partnership unit was computed by dividing
net income  (loss)  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, 1999, 1998, and 1997 was 9,071,929, 9,082,093, and 9,107,121,
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.


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

1.   BASIS OF PRESENTATION  (CONTINUED)

COMPREHENSIVE INCOME

The  Partnership's  net  income is equal to  comprehensive  income for the years
ended December 31, 1999, 1998, and 1997.

RESTRICTED CASH

As of December 31, 1999 and 1998,  restricted cash  represented  lessee security
deposits held by the Partnership.

2.   GENERAL PARTNER AND TRANSACTIONS WITH AFFILIATES

An officer of PLM Securities  Corp.,  a  wholly-owned  subsidiary of the General
Partner,  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.
Partnership management fees of $0.2 million were payable as of December 31, 1999
and 1998. The Partnership's proportional share of USPE management fee expense of
$0.1  million was payable as of December  31, 1999 and 1998.  The  Partnership's
proportional share of USPE management fee expense was $0.3 million, $0.4 million
and $0.3 million during 1999,  1998,  and 1997,  respectively.  The  Partnership
reimbursed  FSI  for  data  processing  and  administrative   expenses  directly
attributable to the Partnership in the amount of $0.9 million, $1.0 million, and
$1.0 million  during  1999,  1998,  and 1997,  respectively.  The  Partnership's
proportional  share  of  USPE  data  processing  and   administrative   expenses
reimbursed to FSI was $0.1 million during 1999,  1998, and 1997.  Debt placement
fees were paid to FSI in an amount  equal to 1% of the  Partnership's  long-term
borrowings during 1991.

The  Partnership   paid  $0.1  million  and  $0.8  million  in  1998  and  1997,
respectively,  to  Transportation  Equipment  Indemnity  Company Ltd.  (TEI), an
affiliate of the General Partner,  which provided marine insurance  coverage and
other insurance brokerage services. The Partnership's proportional share of USPE
marine  insurance  coverage paid to TEI was $47,000 and $0.3 million during 1998
and  1997,  respectively.  A  substantial  portion  of this  amount  was paid to
third-party  reinsurance  underwriters or placed in risk pools managed by TEI on
behalf of affiliated  programs and PLM  International,  which provide  threshold
coverages  on marine  vessel  loss of hire and hull and  machinery  damage.  All
pooling  arrangement  funds are either  paid out to cover  applicable  losses or
refunded pro rata by TEI.  Also,  during  1998,  the  Partnership  and the USPEs
received a $0.4  million  loss-of-hire  insurance  refund  from TEI due to lower
claims from the  insured  Partnership  and other  insured  affiliated  programs.
During 1999 and 1998,  TEI did not provide the same level of insurance  coverage
as  had  been  provided  during  1997.   These  services  were  provided  by  an
unaffiliated third party. PLM International liquidated TEI in 2000.

The  Partnership  and the USPEs paid or accrued lease  negotiation and equipment
acquisition fees of $0.1 million, $0.6 million, and $0.5 million to TEC in 1999,
1998, and 1997, respectively.

As of  December  31,  1999,  approximately  67%  of  the  Partnership's  trailer
equipment was in rental facilities operated by PLM Rental, Inc., an affiliate of
the General Partner,  doing business as PLM Trailer Leasing.  Rents are reported
as revenue in accordance with Financial Accounting Standards Board Statement No.
13 "Accounting for Leases".  Direct  expenses  associated with the equipment are
charged directly to the Partnership.  An allocation of indirect  expenses of the
rental yard operations is charged to the Partnership monthly.


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

2.   GENERAL PARTNER AND TRANSACTIONS WITH AFFILIATES (CONTINUED)

The Partnership owned certain equipment in conjunction with affiliated  programs
during 1999, 1998, and 1997 (see Note 4).

The Partnership borrowed a total of $3.2 million, $2.0 million, and $1.6 million
from the  General  Partner  for a period of time during  1999,  1998,  and 1997,
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  $15,000,   $3,000,  and  $10,000  during  1999,  1998,  and  1997,
respectively.

The balance due to  affiliates  as of December 31, 1999 and 1998  included  $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                1999                 1998
  ------------------------------------------------------ ------------------------------------
    <S>                                                  <C>                        <C>
    Aircraft and rotable components                      $     52,402           $   51,090
    Marine vessels                                             20,276               25,890
    Rail equipment                                             11,328               11,383
    Trailers                                                    9,245                9,310
    Marine containers                                           9,075               11,842
                                                         ------------------------------------
                                                              102,326              109,515
    Less accumulated depreciation                             (72,847)             (68,711)
                                                         ------------------------------------
      Net equipment                                      $     29,479           $   40,804
                                                         ====================================
</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 except for a small  number of railcars  which are based on
mileage traveled. A portion of 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.

As of December  31,  1999,  all owned  equipment  was on lease or  operating  in
PLM-affiliated  short-term  trailer  rental yards.  As of December 31, 1998, all
owned equipment was on lease or operating in PLM-affiliated  short-term  trailer
rental yards except for 10 railcars with a net book value of $0.1 million.

Equipment held for operating leases is stated at cost less any reductions to the
carrying value as required by SFAS 121. During 1999,  reductions to the carrying
value of marine vessels of $2.9 were required.

During 1999, the Partnership  purchased a hush-kit for one of the  Partnership's
Boeing 737-200 commercial aircraft for $1.3 million,  including acquisition fees
of $0.1 million paid to FSI for the purchase of this equipment.  The Partnership
was  required to install the  hush-kit per the  Partnership's  lease  agreement.
During 1998, the Partnership  completed the purchase of a marine vessel for $9.6
million, including acquisition fees of $0.4 million paid to FSI. The Partnership
also  purchased  a Boeing  737-200  hushkit  which was  installed  on one of the
Partnership's  stage  II  aircraft  during  1998  for  $1.3  million,  including
acquisition fees of $0.1 million paid to FSI.

During  1999,  the  Partnership  disposed of marine  containers,  railcars,  and
trailers with an aggregate net book value of $0.6 million,  for $0.9 million. In
addition, during 1999, the Partnership recorded a revaluation loss on two marine
vessels of $2.9 million. During 1998, the Partnership disposed of an


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

3.   EQUIPMENT (CONTINUED)

aircraft, marine containers,  railcars, and trailers, with an aggregate net book
value of $8.0 million, for $8.7 million.

All wholly- and partially-owned equipment on lease is accounted for as operating
leases, except for one finance lease. Future minimum rentals under noncancelable
operating  leases,  as of December  31,  1999,  for wholly- and  partially-owned
equipment during each of the next five years are approximately  $10.0 million in
2000, $6.8 million in 2001, $1.3 million in 2002, $0.9 million in 2003, and $0.5
million in 2004. Per diem and short-term  rentals consisting of utilization rate
lease  payments  included  in lease  revenues  amounted  to  approximately  $9.2
million, $12.2 million, and $14.0 million in 1999, 1998, and 1997, respectively.

4.   INVESTMENTS IN UNCONSOLIDATED SPECIAL-PURPOSE ENTITIES

The Partnership owns equipment jointly with affiliated programs.

In September 1999, the General Partner amended the  corporate-by-laws of certain
USPE's in which an  affiliated  program  owns an interest  greater than 50%. The
amendment to the  corporate-by-laws  provided that all  decisions  regarding the
disposition  and  other  significant   business  decisions  in  regard  to  that
investment would be permitted only upon unanimous consent of the Partnership and
all  the  affiliated   programs  that  have  an  ownership  in  the  investment.
Accordingly, as of December 31, 1999, the balance sheet reflects all investments
in USPEs on an equity basis.

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>

                                                                                            1999              1998
                                                                                        ------------------------------
         <S>                                                                               <C>              <C>
         48% interest in an entity owning a product tanker                              $   5,885        $    6,890
         25% interest in two commercial aircraft on direct finance lease                    2,535             2,771
         50% interest in an entity owning a product tanker                                  1,333             1,552
         17% interest in two trusts that owned a total of three commercial aircraft,
                    two aircraft engines, and a portfolio of aircraft rotables                 --             2,059
         50% interest in an entity that owned a bulk carrier                                 (120)            1,872
                                                                                       ============================
             Net investments                                                            $   9,633        $   15,144

                                                                                       ============================

</TABLE>

As  of  December  31,  1999  and  1998,  all  jointly-owned   equipment  in  the
Partnership's USPE portfolio was on lease.

During  1999,  the General  Partner sold the  Partnership's  17% interest in two
trusts that owned a total of three Boeing 737-200A Stage II commercial aircraft,
two stage II aircraft engines,  and a portfolio of aircraft rotables and its 50%
interest in an entity  owning a marine  vessel.  The  Partnership's  interest in
these  trusts and entity  were sold for  proceeds  of $7.4  million  for its net
investment of $3.9 million.

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>

                               1999                          1998                         1997

                      Total        Net Interest    Total       Net Interest         Total     Net Interest
                      USPEs        of Partnership  USPEs       of Partnership       USPE's    of Partnership
                      ---------------------------  ---------------------------   ------------------------------
<S>                  <C>             <C>            <C>            <C>           <C>           <C>
 Net Investments     $    25,000     $    9,633     $   44,678     $   15,144    $    60,783   $   18,980
 Lease revenues           10,347          5,068         12,317          7,194         17,510        5,868
 Net income (loss)        11,039          2,108          2,151            294          4,604         (264)

</TABLE>

<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

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, 1999  Leasing   Leasing    Leasing   Leasing    Leasing    Other<F1>1  Total
     ------------------------------------  -------   -------    -------   -------    -------    -----       -----

     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                          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
                                           ========================================================================

         Total  assets as of December  31, $ 18,690  $  1,854   $ 13,515  $  3,821   $  3,420  $  4,783   $ 46,083
     1999
                                           ========================================================================

                                                      Marine     Marine
                                           Aircraft  Container   Vessel   Trailer    Railcar     All
     For the Year Ended December 31, 1998  Leasing   Leasing    Leasing   Leasing    Leasing    Other<F1>1  Total
     ------------------------------------  -------   -------    -------   -------    -------    -----       -----

     Revenues
       Lease revenue                       $  8,903  $  1,217   $  7,478  $  2,817   $  2,496  $     --   $ 22,911
       Interest income and other                 45        11         74        --         25       249        404
       Gain  (loss)  on   disposition   of      (82 )     665         --       144          5        --        732
     equipment
                                           ------------------------------------------------------------------------
         Total revenues                       8,866     1,893      7,552     2,961      2,526       249     24,047
                                           ------------------------------------------------------------------------

     COSTS AND EXPENSES
       Operations support                        92        11      4,701       667        568        60      6,099
       Depreciation and amortization          6,846       846      1,894       809        695       147     11,237
       Interest expense                          --        --         --        --         --     1,950      1,950
       Management fees to affiliate             343        60        372       186        172        --      1,133
       General and administrative expenses       75         1         54       632         48       757      1,567
       Provision  for  (recovery  of)  bad       --        --         --        30         (3)       --         27
     debts
                                           ------------------------------------------------------------------------
         Total costs and expenses             7,356       918      7,021     2,324      1,480     2,914     22,013
                                           ------------------------------------------------------------------------
     Minority interest                           42        --         --        --         --        --         42
     Equity in net income (loss) of USPEs       446        --       (152)       --         --        --        294
                                           ------------------------------------------------------------------------
                                           ========================================================================
         Net income (loss)                 $  1,998  $    975   $    379  $    637   $  1,046  $ (2,665)  $  2,370
                                           ========================================================================

         Total  assets as of December  31, $ 24,765  $  3,281   $ 22,112  $  4,052   $  4,060  $  3,106   $ 61,376
     1998
                                           ========================================================================
<FN>
<F1>

1  Includes interest income and costs not identifiable to a particular  segment,
   such as: interest expense, and certain general and administrative  operations
   support expenses.
</FN>
</TABLE>


<PAGE>



                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

5.   OPERATING SEGMENTS (CONTINUED)

<TABLE>
<CAPTION>

                                                      Marine     Marine
                                           Aircraft  Container   Vessel   Trailer    Railcar     All
     For the Year Ended December 31, 1997  Leasing   Leasing    Leasing   Leasing    Leasing    Other<F1>1  Total
     ------------------------------------  -------   -------    -------   -------    -------    -----       -----

     REVENUES
       <S>                                 <C>       <C>        <C>       <C>        <C>       <C>        <C>
       Lease revenue                       $  9,388  $  2,073   $ 12,760  $  2,758   $  2,514  $     --   $ 29,493
       Interest income and other                388        12         65        --         19       156        640
       Gain  (loss)  on   disposition   of    2,259       828      7,902         6         (5)       --     10,990
        equipment
                                           ------------------------------------------------------------------------
         Total revenues                      12,035     2,913     20,727     2,764      2,528       156     41,123
                                           ------------------------------------------------------------------------

     COSTS AND EXPENSES
       Operations support                       109        17     10,110       840        452        21     11,549
       Depreciation and amortization         10,037     1,286      2,413       994        813       150     15,693
       Interest expense                          --        --         --        --         --     2,593      2,593
       Management fees to affiliate             329       103        637       187        170        54      1,480
       General and administrative expenses       53         1        116       563         46       933      1,712
       Provision  for  (recovery  of)  bad     (127 )       4         --       (20)        54        --        (89)
     debts
                                           ------------------------------------------------------------------------
         Total costs and expenses            10,401     1,411     13,276     2,564      1,535     3,751     32,938
                                           ------------------------------------------------------------------------
     Equity in net income (loss) of USPEs     1,215        --     (1,479)       --         --        --       (264)
                                           ------------------------------------------------------------------------
                                           ========================================================================
         Net income (loss)                 $  2,849  $  1,502   $  5,972  $    200   $    993  $ (3,595)  $  7,921
                                           ========================================================================

         Total  assets as of December  31, $ 38,450  $  5,956   $ 15,953  $  5,061   $  4,796  $ 12,465   $ 82,681
     1997
                                           ========================================================================
<FN>
<F1>

1  Includes interest income and costs not identifiable to a particular  segment,
   such as: interest expense, and certain general and administrative  operations
   support expenses.
</FN>
</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 five  geographic  regions:
United States,  Canada,  South America,  Europe, and Mexico.  Marine vessels and
marine  containers  are leased to multiple  lessees in  different  regions  that
operate worldwide.

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                 1999        1998        1997             1999        1998        1997
       --------------------------  -------------------------------------    -----------------------------------
       <S>                         <C>          <C>         <C>             <C>         <C>          <C>
       United States               $    6,271   $   7,109   $   7,553       $       --  $       --   $      --
       Canada                           4,081       4,096       4,096               --          --          --
       South America                    3,011       3,011       3,011               --          --          --
       Europe                              --          --          --               --         780       1,765
       Rest of the world                6,913       8,695      14,833            5,068       6,414       4,103
                                   -------------------------------------    -------------------------------------
                                   =====================================    =====================================
         Lease revenues            $   20,276   $  22,911   $  29,493       $    5,068  $    7,194   $   5,868
                                   =====================================    =====================================
</TABLE>









<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

6.   GEOGRAPHIC INFORMATION (CONTINUED)

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                 1999        1998        1997          1999         1998        1997
       --------------------------  -------------------------------------  -----------------------------------
       <S>                          <C>         <C>         <C>           <C>         <C>         <C>
       United States               $    1,594   $   2,199   $   4,549     $       (2) $       --  $       --
       Canada                           1,599       1,555         926             --          --          --
       South America                      858        (478)     (2,712)            --          --          --
       Europe                              --          --          --          1,477          39         773
       Mexico                              --          --          --            336         407         442
       Rest of the world               (2,635)      1,505       8,950            297        (152)     (1,479)
                                   -------------------------------------  -------------------------------------
         Regional income (loss)         1,416       4,781      11,713          2,108         294        (264)
       Administrative and other        (2,222)     (2,705)     (3,528)            --          --          --
                                   =====================================  =====================================
         Net income (loss)         $     (806)      2,076   $   8,185     $    2,108  $      294  $     (264)
                                   =====================================  =====================================
</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                 1999        1998        1997             1999        1998        1997
       --------------------------  -------------------------------------    -----------------------------------

       <S>                         <C>          <C>         <C>             <C>         <C>          <C>
       United States               $    9,287   $  11,670   $  14,602       $       --  $       --   $      --
       Canada                           9,641      10,467      11,366               --          --          --
       South America                    3,004       5,008       8,345               --          --          --
       Europe                              --          --          --               --       2,059       4,027
       Mexico                              --          --          --            2,535       2,772       2,863
       Rest of the world                7,547      13,659       8,269            7,098      10,313      12,090
                                   -------------------------------------    -------------------------------------
                                       29,479      40,804      42,582            9,633      15,144      18,980
       Equipment held for sale             --          --          --               --          --       3,778
                                   =====================================    =====================================
         Net book value            $   29,479   $  40,804   $  42,582       $    9,633  $   15,144   $  22,758
                                   =====================================    =====================================
</TABLE>


7.   NOTE PAYABLE

In November  1991,  the  Partnership  borrowed $38.0 million under a nonrecourse
loan agreement. The loan currently is secured by certain marine containers,  two
marine vessels, and six aircraft owned by the Partnership.

During 1996, the  Partnership  sold some of the assets in which the lender had a
secured interest.  On September 26, 1996, the existing senior loan agreement was
amended and restated to reduce the interest rate, to grant increased flexibility
in allowable  collateral,  to pledge additional equipment to the lenders, and to
amend  the  loan  repayment   schedule  from  16  consecutive   equal  quarterly
installments  to 20 consecutive  quarterly  installments  with lower payments of
principal for the first four payments. The Partnership incurred a loan amendment
fee of $133,000 to the lender in connection  with the  restatement of this loan.
Pursuant to the terms of the loan agreement,  the  Partnership  must comply with
certain financial covenants and maintain certain financial ratios.
The note payable is scheduled to mature on December 12, 2001.

On  December  29,  1997,  the  existing  senior loan  agreement  was amended and
restated to allow the Partnership to deduct the next scheduled principal payment
from the equipment sales proceeds, which had previously been used to paydown the
loan.

The Partnership made the regularly  scheduled  principal  payments and quarterly
interest  payments at a rate of LIBOR plus 1.2% per annum (7.3% at December  31,
1999 and 6.6% at December 31, 1998) to the lender of the senior loan during 1999
and 1998. The Partnership  also paid the lender of the senior loan an additional
$0.5 million from equipment sale proceeds, as required by the loan agreement.


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

8.   CONCENTRATIONS OF CREDIT RISK

For the years ended December 31, 1999 and 1998, the Partnership's customers that
accounted  for 10% or more of the  total  consolidated  revenues  for the  owned
equipment and partially  owned  equipment were Varig South America (10% in 1999)
and Canadian  Airlines  International  (10% in 1998). No single lessee accounted
for more than 10% of the  consolidated  revenues for the year ended December 31,
1997.

As of December 31, 1999 and 1998, 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, 1999, the financial  statement  carrying amount of assets and
liabilities  was  approximately  $41.6 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

PLM International (the Company) and various of its wholly-owned subsidiaries are
named as defendants  in a lawsuit  filed as a purported  class action in January
1997 in the Circuit Court of Mobile County, Mobile,  Alabama, Case No. CV-97-251
(the Koch action).  The named plaintiffs are six individuals who invested in PLM
Equipment  Growth Fund IV (Fund IV), PLM  Equipment  Growth Fund V (Fund V), PLM
Equipment  Growth Fund VI (Fund VI), and PLM Equipment  Growth & Income Fund VII
(Fund VII) (the Funds),  each a  California  limited  partnership  for which the
Company's  wholly-owned  subsidiary,  FSI,  acts  as the  General  Partner.  The
complaint  asserts causes of action against all defendants for fraud and deceit,
suppression, negligent misrepresentation,  negligent and intentional breaches of
fiduciary duty, unjust enrichment, conversion, and conspiracy. Plaintiffs allege
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 assert liability against defendants for improper sales
and  marketing  practices,  mismanagement  of the  Funds,  and  concealing  such
mismanagement   from  investors  in  the  Funds.   Plaintiffs  seek  unspecified
compensatory  damages,  as well as punitive damages,  and have offered to tender
their limited partnership units back to the defendants.

In March 1997,  the  defendants  removed the Koch action from the state court to
the United States District Court for the Southern District of Alabama,  Southern
Division  (Civil  Action No.  97-0177-BH-C)  (the  court)  based on the  court's
diversity jurisdiction. In December 1997, the court granted defendants motion to
compel  arbitration of the named  plaintiffs'  claims,  based on an agreement to
arbitrate  contained in the limited  partnership  agreement of each Partnership.
Plaintiffs appealed this decision,  but in June 1998 voluntarily dismissed their
appeal pending settlement of the Koch action, as discussed below.

In June 1997, the Company and the affiliates who are also defendants in the Koch
action were named as defendants in another  purported  class action filed in the
San Francisco  Superior Court, San Francisco,  California,  Case No. 987062 (the
Romei  action).  The plaintiff is an investor in Fund V, and filed the complaint
on her own  behalf and on behalf of all class  members  similarly  situated  who
invested in the Funds. The complaint  alleges the same facts and the same causes
of action as in the Koch action, plus additional causes of action against all of
the defendants,  including alleged unfair and deceptive practices and violations
of  state  securities  law.  In July  1997,  defendants  filed a  petition  (the
petition) in federal district court under the Federal Arbitration Act seeking to
compel  arbitration of plaintiff's  claims.  In October 1997, the district court
denied  the  Company's  petition,  but in  November  1997,  agreed  to hear  the
Company's  motion for  reconsideration.  Prior to  reconsidering  its order, the
 <PAGE>

                          PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

10.      CONTINGENCIES (CONTINUED)

district court dismissedthe petition  pending  settlement of the Romei action,
as discussed  below. The state court action continues to be stayed pending such
resolution.

In February 1999 the parties to the Koch and Romei actions  agreed to settle the
lawsuits,  with  no  admission  of  liability  by any  defendant,  and  filed  a
Stipulation  of Settlement  with the court.  The  settlement is divided into two
parts,  a  monetary  settlement  and  an  equitable  settlement.   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.  The final settlement  amount will depend on the number of claims filed
by class members,  the amount of the administrative costs incurred in connection
with the  settlement,  and the amount of attorneys' fees awarded by the court to
plaintiffs'  attorneys.  The Company will pay up to $0.3 million of the monetary
settlement,  with  the  remainder  being  funded  by an  insurance  policy.  For
settlement  purposes,  the monetary  settlement class consists of all investors,
limited partners, assignees, or unit holders who purchased or received by way of
transfer or assignment  any units in the Funds between May 23, 1989 and June 29,
1999.  The monetary  settlement,  if  approved,  will go forward  regardless  of
whether the equitable settlement is approved or not.

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,  (b) the extension (until December 31, 2004) of the period
during which FSI can reinvest the Funds' funds in additional  equipment,  (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; (d) a one-time repurchase 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;  and (e) the  deferral of a portion of the
management fees paid to an affiliate of FSI until, if ever, certain  performance
thresholds have been met by the Funds.  Subject to final court  approval,  these
proposed  changes  would be made as  amendments  to each  Partnership's  limited
partnership  agreement  if  less  than  50%  of the  limited  partners  of  each
Partnership vote against such amendments.  The limited partners will be provided
the  opportunity  to vote against the  amendments by following the  instructions
contained  in  solicitation  statements  that will be mailed to them after being
filed with the Securities and Exchange Commission. The equitable settlement also
provides for payment of additional  attorneys' fees to the plaintiffs' attorneys
from  Partnership  funds  in  the  event,  if  ever,  that  certain  performance
thresholds have been met by the Funds.  The equitable  settlement class consists
of all investors,  limited  partners,  assignees or unit holders who on June 29,
1999 held any units in Funds V, VI, and VII, and their assigns and successors in
interest.

The court preliminarily  approved the monetary and equitable settlements in June
1999. The monetary settlement remains subject to certain  conditions,  including
notice to the monetary class and final  approval by the court  following a final
fairness  hearing.   The  equitable   settlement   remains  subject  to  certain
conditions, including: (a) notice to the equitable class, (b) disapproval of the
proposed  amendments  to the  partnership  agreements  by less  than  50% of the
limited  partners  in one or more of  Funds V, VI,  and  VII,  and (c)  judicial
approval  of the  proposed  amendments  and  final  approval  of  the  equitable
settlement by the court following a final fairness  hearing.  No hearing date is
currently  scheduled for the final fairness  hearing.  The Company  continues to
believe  that the  allegations  of the Koch and  Romei  actions  are  completely
without  merit and intends to continue to defend this matter  vigorously  if the
monetary settlement is not consummated.

The  Partnership  has initiated  litigation in various  official forums in India
against the defaulting Indian airline lessees to repossess  Partnership property
and to recover  damages for  failure to pay rent and  failure to  maintain  such
property in accordance  with  relevant  lease  contracts.  The  Partnership  has
repossessed its property previously leased to such airline,  and the airline has
ceased  operations.  In response to the Partnership's  collection  efforts,  the
airline  filed   counter-claims   against  the  Partnership  in  excess  of  the
Partnership's  claims against the airline. The General Partner believes that the
airlines'


<PAGE>



                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

10.  CONTINGENCIES (CONTINUED)

counterclaims  are  completely  without  merit,  and the  General  Partner  will
vigorously  defend against such  counterclaims.  The General Partner believes an
unfavorable outcome from the counterclaims is remote.

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

11.  SUBSEQUENT EVENT

During February 2000, the  Partnership  made its regularly  scheduled  principal
payment of $1.9  million and an  additional  $0.3 million  from  equipment  sale
proceeds, as required by the loan agreement, to the lender of the senior loan.

The  Partnership  borrowed $1.9 million from the General Partner during February
2000 and  subsequently  paid the General  Partner $0.3 million  during  February
2000.  The General  Partner will charge the  Partnership  market  interest rates
during the time the loan will be outstanding.




<PAGE>


                           PLM EQUIPMENT GROWTH FUND V

                                INDEX OF EXHIBITS



  Exhibit                                                                  Page

     4.   Limited Partnership Agreement of Partnership.                      *

    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.                    *

    24.   Powers of Attorney.



































            * Incorporated by reference. See page 27 of this report.