**UNITED
                STATES****SECURITIES
                AND EXCHANGE COMMISSION****Washington,
                D.C. 20549****___________________****FORM
                10-KSB****[X]
                Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of 1934****For
                the fiscal year ended December 31, 2005.****[********]
                Transition Report Pursuant to Section 13 or 15(d) of the Securities
                Exchange Act of 1934****For
                the transition period from********to********.****Commission
                file number 01-19203****_______________________****PLM
                EQUIPMENT GROWTH FUND V**(Name
                of small business issuer in its charter)**California                                                                    
                                        
                94-3104548**(State
                or other jurisdiction of incorporation or
                organization)                     
                 (I.R.S. Employer Identification No.)**405
                Lexington Avenue, 67th floor, New York,
                NY                                                     
                10174**(Address
                of principal executive
                offices)                                                         
                (Zip code)Issuer's
                telephone number, including area code: (212) 682-3344**_______________________**Securities
                registered under Section 12(b) of the Exchange Act:Limited
                Partnership Units(Title
                of class)Check
                whether the Registrant is not required to file reports pursuant to
                Section
                13 or 15(d) of the Exchange Act. [ ]Check
                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 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 [ ]Check
                if there is no disclosure of delinquent filers in response to Item
                405 of
                Regulation S-B contained in this form, and no disclosure will be
                contained, to the best of the Registrant's knowledge, in definitive
                proxy
                or information statements incorporated by reference in Part III of
                this
                Form 10-KSB or any amendment to this Form 10-KSB. [ ]Indicate
                by check mark whether the Registrant is a shell company (as defined
                in
                Rule 12b-2 of the Exchange Act). [ ]Registrant's
                aggregate market value of voting stock:N/ARegistrant's
                Limited Partnership units outstanding as of December 31, 2005 were
                8,478,448.Registrant's
                revenues for the fiscal year ended December 31, 2005 was
                $2,514,000.Transitional
                Small Business Disclosure Format: Yes [ ] No [X]












**PART
      I**





ITEM
      1.  DESCRIPTION
      OF BUSINESS





(A)  Background





In
      November 1989, PLM Financial Services, Inc. (FSI or the General Partner)
      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 offering of units
      of
      the Partnership closed on December 23, 1991. As of December 31, 2005, there
      were
      8,478,448 units outstanding. The Partnership engages in the business of
      investing in a diversified equipment portfolio consisting primarily of
      long-lived, low-obsolescence capital equipment that is easily transportable
      by
      and among prospective users.





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 cash generated
      from operations during the investment phase of the Partnership;





(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's 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 are used for distributions to the limited partners; and





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





The
      Partnership will terminate on December 31, 2010, unless terminated earlier
      upon
      the sale of all of the equipment or by certain other events. The Partnership
      may
      not reinvest cash flow generated from operations after January 1, 2005 into
      additional equipment. Excess cash, if any, less reasonable reserves, will be
      distributed to the limited partners.








Table
      1,
      below, lists the equipment and the original cost of equipment and capitalized
      improvements in the Partnership's portfolio and the Partnership's proportional
      share of equipment in entities in which the Partnership has an equity investment
      as of December 31, 2005 (in thousands of dollars):





**TABLE
      1**





Units
            
            Type
            Manufacturer
            
            
            Cost





Owned
                equipment:





1
            
            DC-9-32
                Stage III commercial aircraft
            McDonnell
                Douglas
            
            $
            12,8261
            
            DHC-8-300
                commuter aircraft
            DeHavilland
            
            
            5,7481
            
            Parts
                from a DHC-8-102 commuter aircraft
            DeHavilland
            
            
            819
            4Total
                owned equipment
            
            
            $
            19,393
            1





Equipment
                owned by entities in which the Partnership has an equity
                investment:





0.40
            
            Four
                737-500 Stage III commercial aircraft
            Boeing
            
            $
            25,143
            30.48
            
            Double-hull
                product tanker
            Boelwerf-Temse
            
            
            9,492
            20.19
            
            Machinery
                and other equipment
            Various
            
            
            3,723
            3Total
                equity investments
            
            
            $
            38,358
            1





Equipment
      is generally leased under operating leases or on a fixed rate lease for a term
      of one to ten years except for the marine vessel which is usually leased for
      periods of less than one year.





(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 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, 2, and 3 to the 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
      non-cancelable term of the lease are insufficient to recover the Partnership's
      purchase price of the equipment.  The short- to mid-term nature of
      operating leases generally commands a higher rental rate than longer-term full
      payout leases and offer 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.







1.
            Includes
                equipment and investments purchased with the proceeds from capital
                contributions, undistributed cash flow from operations, and Partnership
                borrowings invested in equipment. Includes costs capitalized, subsequent
                to the date of acquisition, and equipment acquisition fees paid to
                FSI or
                its affiliates.


2  
      Jointly owned: EGF V and an affiliated program.


3  
      Jointly owned: EGF V, two affiliated programs and a non-affiliated third party.


4
            This
                aircraft is currently off-lease, has a net book value of $-0- and
                is in
                the process of being sold for parts.








(C)  Competition
      (continued)





(1)  Operating
      Leases versus Full Payout Leases (continued)





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 GATX Corp.,
      General Electric Capital Aviation Services 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, double-hull product tanker leasing, and machinery and other equipment
      leasing. Each equipment leasing segment engages in short-term to mid-term
      operating leases to a variety of customers.





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





(1)  Aircraft





(a)  Commercial
      Aircraft





During
      2005, global air traffic continued to recover, driven by the long haul markets,
      especially into Asia. There was initial concern at the beginning of the year
      that continued high oil prices would lead to a slowing of economic growth,
      with
      consequential negative effects on air traffic. The pace of 'permanent
      retirement' of aircraft increased and new aircraft orders reached new
      highs.





The
      United States (US) market continued to cause most concern. Several US carriers
      are currently in bankruptcy and results of most carriers have been
      mixed.





In
      Europe, the expansion by low cost carriers continued during 2005, but at a
      slower pace. National carriers finally saw financial improvements following
      their attempts at reducing overhead and correctly structuring their product.





The
      Asian
      market continued its growth during 2005. The first quarter experienced slower
      growth in the regions affected by the tsunami catastrophe but domestic Chinese
      and intra-Asian markets experienced strong growth as well as India where
      liberalization saw the birth of several new start-ups.





For
      2006,
      the General Partner believes that stabilization of fuel prices will be critical
      for the continued recovery in the airline and aircraft industry.





The
      Partnership owns 100% of a DC-9-32
      Stage III commercial
      aircraft on lease to a Central American carrier through June 2007. This carrier
      is in poor financial condition and has continually been several months behind
      in
      its lease payments. The re-lease or sale opportunities for this type of aircraft
      are very poor and the Partnership is working with the lessee to extract as
      much
      value as possible under this lease. In addition, the Partnership owns 40% of
      two
      entities that each own two Boeing 737-500 Stage III commercial aircraft on
      lease
      to a major US carrier through 2015. While the General Partner is not aware
      of
      any specific liquidity problems in regards to the US lessee, the poor financial
      condition of the US airline industry require this lessee to be monitored
      closely.




(b)
            Commuter
                Aircraft





The
      soft
      market for turboprop commuter aircraft like those owned by the Partnership
      continued into 2005. The General Partner continues to believe that the
      availability of a significant number of off-lease turbo-props, combined with
      limited demand, will cause the market for these assets to be very weak for
      the
      foreseeable future. Continued high fuel prices have marginally created a higher
      demand for certain turboprop commuter aircraft but is not likely to affect
      the
      pricing of the spare parts arising from the managed liquidation of the
      DHC-8-102.





The
      100%
      owned DHC-8-300 is on lease with a North American operator through June 2007.
      This aircraft type has benefited from the continued high fuel price and a small
      improvement in market value has been experienced during 2005; however, a drop
      in
      fuel price from current levels will most likely decrease the market value as
      the
      technology of the aircraft type is getting old compared to competing aircraft
      types.




The
      100%
      owned DHC-8-102 aircraft is currently being parted out and the managed
      liquidation of the aircraft continues. The remaining parts of this aircraft
      are
      expected to be sold by the first half of 2007. The sale of the parts from this
      aircraft has taken longer than expected due to poor market conditions.





(2)  Double-Hull
      Product Tanker





The
      Partnership has an investment in an entity that owns a double-hull product
      tanker constructed in 1985, which operates in international markets carrying
      a
      variety of clean commodity-type liquid cargoes. Demand for commodity-based
      shipping is closely tied to worldwide economic growth patterns, which can affect
      demand by causing changes in specific grade volume on trade routes. The General
      Partner operates the Partnership’s product tanker in the spot charter markets,
      carrying mostly gasoline, jet fuel, gas oils and similar petroleum distillates
      or simple chemicals or vegetable oils, an approach that provides the flexibility
      to adapt to changes in market conditions.





The
      Partnership’s product tanker has recently received "vetting approval" from a
      leading oil major and as such is likely to find continued employment in not
      only
      the products markets carrying such products as gasoline and jet fuel, but also
      in the vegetable and palm oil markets. The phase out of a number of uncertified
      vessels in the vegetable oil trade commencing in 2007 should make marines
      vessels such as this product tanker more in demand from charterers and operators
      in those trades.





The
      marine vessel owned by an entity in which the Partnership has an interest is
      20
      years old which may limit its future marketability although her recent vetting
      approvals will mitigate this to some extent.





(3)  Machinery
      and Other Equipment





In
      2004
      the Partnership, along with two affiliated programs and a non-affiliated third
      party, entered into a tenancy-in-common agreement (CFHS). The Partnership owns
      19% of CFHS. CFHS purchased machinery and other equipment for $19.0 million
      and
      leased it back to the seller, an entity that operates three hospitals. The
      equipment is critical to the day to day operations of the hospitals. The
      equipment was leased for a two year term that expires in November 2006 with
      up
      to three one year renewals following the initial term, at the lessee’s option.
      As the equipment is critical to the operation of the hospitals operated by
      the
      lessee and the lessee does not have the right to return less than all the
      equipment, the General Partner considers it highly likely that the lessee will
      exercise each of its renewal options.





(E)  Government
      Regulations





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


The
      new
      maritime and port security laws as passed by the United States Congress and
      other International Maritime Organizations came into full effect in July 2004.
      US Coastguard and members of Homeland Security are patrolling ports and boarding
      vessels to insure regulations are being followed. The Partnership partially
      owned marine vessel meets the new code and is in compliance with the necessary
      reporting procedures and precautions for pre-entry into US waters and ports.
      Similarly, the Partnership's partially owned marine vessel meets port entry
      security regulations of foreign countries as mandated by international
      law.





No
      new US
      or International Regulations are scheduled to come into effect during 2005
      which
      would have a significant impact on the Partnership's partially owned marine
      vessel.





As
      of
      December 31, 2005, 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.  DESCRIPTION
      OF 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, 2005, the Partnership owned a portfolio of
      transportation and related equipment and investments in entities that owned
      transportation equipment and machinery and other equipment as described in
      Item
      1, Table 1. The Partnership acquired equipment with the proceeds of the
      Partnership offering of $184.3 million, proceeds from the debt financing of
      $38.0 million, and by reinvesting a portion of its operating cash flow in
      additional equipment. The Partnership does not own any real
      property.





The
      Partnership maintains its principal office at 405 Lexington Avenue, 67th floor,
      New York, NY 10174.





ITEM
      3.  LEGAL
      PROCEEDINGS





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





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





No
      matters were submitted to a vote of the Partnership's limited partners during
      the fourth quarter of its fiscal year ended December 31, 2005.




**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, 2005,
      there were 8,211 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 and, as such, prices for limited partnership units
      in
      these markets may not be indicative of the actual value of the Partnership
      units. Presently, there is no public market for the limited partnership units
      and none is likely to develop.





To
      prevent the limited partnership units from being considered publicly traded
      and
      thereby to avoid taxation of the Partnership as an association treated as a
      corporation under the Internal Revenue Code, the limited partnership units
      will
      not be transferable without the consent of the General Partner, which may be
      withheld in its absolute discretion. The General Partner monitors transfers
      of
      limited partnership units in an effort to ensure that they do not exceed the
      percentage or number permitted by certain safe harbors promulgated by the
      Internal Revenue Service. Effective January 1, 2006, the percentage of
      Partnership units that may be traded in any calendar year has been reduced
      from
      five percent to two percent to comply with Internal Revenue Service regulations.
      A transfer may be prohibited if the intended transferee is not a 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.




ITEM
        6.
MANAGEMENT'S
        DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS





The
      Partnership's consolidated financial statements contained in the 2005 annual
      report have been prepared in accordance with the requirements for a Small
      Business Issuer as prescribed by Regulation S-B under the Securities Exchange
      Act of 1934. Generally, a Small Business Issuer cannot file under Regulation
      S-B
      if its annual revenues or public float exceed $25.0 million for two consecutive
      years. The Partnership qualifies as a Regulation S-B filer since both its 2005
      and 2004 annual revenues were less than $25.0 million and its public float
      is
      less than $25.0 million. The
      Partnership will continue to qualify as an S-B filer through at least 2007,
      as
      its revenues for the year ended December 31, 2005 are less than $25.0
      million.





(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 Re-pricing Exposure to Current Economic Conditions





The
      exposure of the Partnership’s equipment portfolio to re-pricing risk occurs
      whenever the leases for the equipment expire or are otherwise terminated and
      the
      equipment must be remarketed. Major factors influencing the current market
      rate
      for Partnership equipment include supply and demand for similar or comparable
      types of transport capacity, desirability of the equipment in the leasing
      market, market conditions for the particular industry segment in which the
      equipment is to be leased, overall economic conditions, and various regulations
      concerning the use of the equipment. Equipment that is idle or out of service
      between the expiration of one lease and the assumption of a subsequent lease
      can
      result in a reduction of operating cash flow to the Partnership. The Partnership
      experienced re-leasing or re-pricing activity in 2005 for its marine vessel
      and
      aircraft portfolios.





(a)  Marine
      vessel: The Partnership’s investment in an entity owning a marine vessel
      operated in the short-term leasing market. As a result of this, the
      Partnership’s partially owned marine vessel was remarketed during 2005 exposing
      it to re-leasing and re-pricing risk. The marine vessel is expected to be
      operated in the short-term leasing market through 2006.





(b)  Aircraft:
      As of December 31, 2005, one of the Partnership’s owned aircraft is on
      consignment to a vendor who is parting-out this aircraft.





(2)  Equipment
      Liquidations





Liquidation
      of Partnership owned equipment and equipment owned by entities in which the
      Partnership has an equity investment, represents a reduction in the size of
      the
      equipment portfolio and may result in reductions of future operating cash flows
      to the Partnership.





During
      2005, the Partnership disposed of owned equipment that included a commercial
      aircraft and parts from a commuter aircraft for proceeds of $0.7 million. See
      discussion of discontinued operations below regarding additional equipment
      liquidations.





(3)  Nonperforming
      Lessees





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





(4)  Equipment
      Valuation





The
      Partnership evaluates long-lived assets for impairment whenever events or
      circumstances indicate that the carrying values of such assets may not be
      recoverable. Losses for impairment are recognized when the undiscounted cash
      flows estimated to be realized from a long-lived asset are determined to be
      less
      than the carrying value of the asset and the carrying amount of long-lived
      assets exceed its fair value. The determination of fair value for a given
      investment requires several considerations, including but not limited to, income
      expected to be earned from the asset, estimated sales proceeds, and holding
      costs excluding interest.





(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 the limited partners.





DISCONTINUED
      OPERATIONS





During
      2005, the Partnership sold its remaining marine containers for proceeds of
      $0.3
      million resulting in a gain of $0.3 million.





Additionally
      in 2005, the Partnership and several affiliated entities (collectively, the
      Sellers), including PLM Rail Partners (Rail Partners), an entity in which the
      Partnership had a 23% ownership interest, entered into an Asset Purchase
      Agreement to sell the railcar business of the Sellers, which includes railcars
      owned and leased by the Sellers as well as management contracts pursuant to
      which the Sellers managed the railcars of third parties. The sale of the railcar
      business was completed on August 18, 2005.





The
      Partnership received net proceeds of $14.4 million from the disposition of
      its
      railcar assets including its interest in Rail Partners resulting in a gain
      on
      disposition of discontinued operations of $4.4 million. The amount received
      by
      the Partnership and Rail Partners was based on the appraised value of the
      railcars sold by the Partnership and Rail Partners to the purchaser, as
      determined by an independent third party appraiser or, for railcars manufactured
      in 2005, the greater of the appraised value or the actual cost. The proceeds
      received from Rail Partners by the Partnership was net of Rail Partner's
      repayment of its debt.





Concurrent
      with the sale of the Partnership's railcar assets, the Partnership terminated
      its $15.0 million railcar loan facility and expensed the remaining unamortized
      portion of debt placement fees related to this facility of $0.1 million. There
      were no amounts due to the lender at the time of termination nor any penalties
      due associated with the termination.





Accordingly,
      the Partnership's marine container and railcar leasing operations including
      its
      equity investment in Rail Partners are accounted for as a discontinued operation
      and prior periods have been restated. Assets and liabilities relating to the
      marine container and railcar leasing operations have been presented as assets
      held for sale and liabilities held for sale for all periods presented. Rail
      Partners was dissolved during the fourth quarter of 2005.





CONTINUING
      OPERATIONS





At
      December 31, 2005, the Partnership had unrestricted cash of $1.9
      million.





For
      the
      year ended December 31, 2005, the Partnership generated cash from operations
      of
      $3.7 million which included cash provided by discontinued operations of $1.3
      million. Cash generated from operations and proceeds from the disposition of
      discontinued operations were used to meet its operating obligations, maintain
      working capital reserves, and make cash distributions.





During
      2005, the Partnership disposed of owned equipment and received aggregate
      proceeds of $0.7 million and reversed $0.5 million of unused engine reserves
      which is included in the gain on disposal of equipment.





Accounts
      and other receivables decreased $0.7 million in 2005 due to the decrease caused
      by the collection of $0.7 million in other receivable and a security deposit
      of
      $0.2 million being used to offset the remaining balance in other receivable
      from
      a former aircraft lessee. These decreases were partially offset by an increase
      of $0.2 million due to the timing of lessee payments.





Equity
      investments in affiliated entities decreased $3.2 million during 2005 due to
      cash distributions of $1.3 million from the equity investments to the
      Partnership and by the loss of $1.9 million that was recorded by the Partnership
      for its interests in the equity investments.





Other
      assets decreased $0.1 million during 2005 due to collections totaling $0.2
      million on the finance lease receivable being partially offset by an increase
      of
      $0.1 million in prepaid insurance.





Accounts
      payable increased $43,000 during 2005 due to the timing of payments to
      vendors.





Reserve
      for repairs decreased $0.5 million due to the sale of a commercial aircraft
      with
      engine reserves totaling $0.5 million. These reserves were reversed and included
      as additional gain on disposition of this aircraft.





Lessees
      deposits decreased $0.2 million during 2005 due to the security deposit from
      an
      aircraft lessee being offset against other receivables.





During
      2005, cash distributions declared and paid totaled $21.5 million ($2.54 per
      limited partnership unit) to the limited partners and $1.1 million to the PLM
      Financial Services, Inc. (FSI or the General Partner).





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





(D)  Critical
      Accounting Policies and Estimates





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





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





Revenue
      recognition: Revenues are generally earned by placing the equipment under
      operating leases. Rental payments are recorded as revenue on a straight-line
      basis over the lease term as earned.





Asset
      lives and depreciation methods: The Partnership’s primary business involves the
      purchase and subsequent lease of long-lived transportation and related
      equipment. The General Partner has chosen asset lives that it believes
      correspond to the economic life of the related asset. Depreciation is computed
      using the double-declining balance method, taking a full month's depreciation
      in
      the month of acquisition based upon estimated useful lives of 12 years for
      all
      transportation equipment and 7 years for machinery and 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. The General Partner has chosen a deprecation method that it
      believes matches the benefit to the Partnership from the asset with the
      associated costs. These judgments have been made based on the General Partner’s
      expertise in each equipment segment that the Partnership operates. If the asset
      life and depreciation method chosen does not reduce the book value of the asset
      to at least the potential future cash flows from the asset to the Partnership,
      the Partnership would be required to record an impairment loss. Likewise, if
      the
      net book value of the asset was less than the economic value, the Partnership
      may record a gain on sale upon final disposition of the asset.





Impairment
      of long-lived assets: Whenever circumstances indicate that an impairment may
      exist such as when cash-flows decrease, there are unexpected maintenance issues
      or when economic conditions deteriorate in the market the equipment operates,
      the General Partner reviews the carrying value of its equipment and equity
      investments in affiliated entities to determine if the carrying value of the
      assets may not be recoverable, in consideration of the current economic
      conditions. This requires the General Partner to make estimates related to
      future cash flows from each asset as well as the determination if the
      deterioration is temporary or permanent. If these estimates or the related
      assumptions change in the future, the Partnership may be required to record
      additional impairment charges.





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





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





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





(E)  Recent
      Accounting Pronouncements





In
      December 2004, Financial Accounting Standards Board issued Statement 153,
      "Exchanges of Non-monetary Assets" (Statement 153), an amendment of Accounting
      Principles Board Opinion No. 29. Statement 153 is effective for non-monetary
      asset exchanges occurring in fiscal periods beginning after June 15, 2005.
      Statement 153 eliminates the exception to fair value for exchanges of similar
      productive assets and replaces it with a general exception for exchange
      transactions that do not have commercial substance - that is, transactions
      that
      are not expected to result in significant changes in the cash flows of the
      reporting entity.  Adoption of Statement 153 did not have a significant
      effect on the Partnership's financial statements.





At
      the
      June 15 -16, 2005 Emerging Issues Task Force (EITF) meeting, the EITF reached
      a
      consensus on Issue No. 04-05 entitled "Determining Whether a General Partner,
      or
      the General Partners as a Group, Controls a Limited Partnership or Similar
      Entity When the Limited Partners Have Certain Rights" (Issue 04-05). The
      consensus provides a framework for addressing when a general partner, or general
      partners as a group, controls a limited partnership or similar entity.
      Additionally, on July 14, 2005, the Financial Accounting Standards Board issued
      a Staff Position FSP-78-1, “Interaction of AICPA Statement of Position 78-9 and
      EITF Issue No. 04-05” which amends the guidance in AICPA Statement of Position
      78-9, “Accounting for Investments in Real Estate Ventures”, to be consistent
      with EITF Issue No. 04-05. The effective dates of this issue and technical
      position depend on whether the partnership agreement is new or modified, and
      is
      therefore effective for the Partnership no later than the beginning of the
      first
      quarter of 2006. The General Partner is currently evaluating the effect that
      this Issue and Staff Position will have on the Partnership’s financial position
      and results of operations.





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





Comparison
      of the Partnership's Operating Results for the Years Ended December 31, 2005
      and
      2004





(a)  Owned
      Equipment Operations





Lease
      revenues less operations support on owned equipment decreased during the year
      ended December 31, 2005, compared to the year ended December 31, 2004. Gains
      from the disposition of equipment, interest and other income, and certain
      expenses such as management fees to affiliate, depreciation and amortization,
      general and administrative expenses, and recovery of bad debts relating to
      the
      operating segments (see Note 6 to the financial statements), are not included
      in
      the owned equipment operation discussion because they are indirect in nature
      and
      not a result of operations, but the result of owning a portfolio of equipment.
      The following table presents lease revenues less operations support by segment
      (in thousands of dollars):





For
                Years
              Ended
                December 31,2005
            
            2004Aircraft
            
            $
            947
            
            $
            951Trailers
            
            
            --
            
            
            15





Aircraft:  Aircraft
      lease revenues and operations support were $1.0 million and $10,000,
      respectively, for the year ended December 31, 2005, compared to $1.1 million
      and
      $0.1 million, respectively, during 2004. A decrease in aircraft lease revenues
      of $0.1 million was due to the sale of owned aircraft during the first quarter
      of 2005 that was on-lease for three months of 2004. A decrease in aircraft
      operations support of $0.1 million was due a lower repair expense of $31,000
      and
      lower insurance expense of $0.1 million due to aircraft sales during 2004 and
      2005.





Trailers:  Trailer
      lease revenues and operations support were $-0- and $-0-, respectively, for
      the
      year ended December 31, 2005, compared to $26,000 and $11,000, respectively,
      during 2004. Trailer lease revenues and operations support decreased due to
      all
      of the Partnership's trailers being placed on a direct finance lease in 2004.
      The lessee of these trailers prepaid the lease in full in 2005.





(b)  Interest
      and Other Income





Interest
      and other income decreased $0.7 million in the year ended December 31, 2005
      compared to 2004. Other income in 2004 included an $0.8 million settlement
      for
      not returning leased aircraft in the condition required in the lease agreement.
      A similar event did not occur during 2005.





(c)  Indirect
      Expenses Related to Owned Equipment Operations





Total
      indirect expenses of $0.7 million for the year ended December 31, 2005 decreased
      from $1.0 million during the same period of 2004. Significant variances between
      the categories of indirect expenses are explained below:





(i)  General
      and administrative expenses decreased $0.9 million during the year ended
      December 31, 2005 compared to 2004. A decrease of $0.6 million was due to lower
      administrative costs resulting from the sale of aircraft during 2004 and 2005
      and a decrease of $0.2 million resulted from lower costs being charged to the
      Partnership for certain professional services associated with the search for
      potential equipment acquisitions;





(ii)  A
      $0.1
      million decrease in management fees to affiliate resulted from lower recoveries
      from bad debts during the year ended December 31, 2005 compared to
      2004;





(iii)  Depreciation
      and amortization expenses decreased $0.5 million from 2004 levels due to the
      disposition of assets during 2004 and 2005; and





(iv)  Recovery
      of bad debts increased $1.3 million during the year ended December 31, 2005
      compared to 2004. During 2004 recovery of bad debts of $1.3 million was due
      to
      the collection of a receivable primarily from one former aircraft lessee that
      had been previously reserved for as a bad debt. A similar event did not occur
      in
      2005.





(d)  Gain
      on
      Disposition of Owned Equipment





The
      gain
      on the disposition of equipment for the year ended December 31, 2005 totaled
      $1.2 million, and resulted from the sale of parts from a commercial aircraft
      and
      a commercial aircraft with a net book value of $-0- for proceeds of $0.7
      million. The gain of $1.2 million included the reversal of $0.5 million unused
      engine reserves related to the sold commercial aircraft. The gain on the
      disposition of equipment for the year ended December 31, 2004 totaled $0.6
      million, and resulted from the sale of parts from a commercial aircraft and
      two
      commercial aircraft with an aggregate net book value of $1.5 million for
      proceeds of $2.1 million.





(e)  Equity
      in
      Net Loss of Equity Investments





Equity
      in
      net (loss) income of equity investments represents the Partnership's share
      of
      the net loss or income generated from the operation of jointly owned assets
      accounted for under the equity method of accounting. The following table
      presents equity in net (loss) income by equipment type (in thousands of
      dollars):





For
                Years
              Ended
                December 31,2005
            
            2004Marine
                vessel
            
            $
            1,185
            
            $
            608Machinery
                and other equipment
            
            
            (637
            )
            
            (139
            )Aircraft
            
            
            (2,402
            )
            
            (1,126
            )Equity
                in net loss of equity investments
            
            $
            (1,854
            )
            $
            (657
            )





The
      following equity investment discussion by equipment type is based on the
      Partnership's proportional share of revenues, depreciation and amortization
      expenses, operations support, interest expense, general and administrative
      expenses and provision for bad debts:





Marine
      vessel:  As
      of
      December 31, 2005 and 2004, the Partnership owned an interest in an entity
      that
      owned a marine vessel. During the year ended December 31, 2005, lease revenues
      of $4.6 million were partially offset by depreciation expense, operations
      support, and administrative expenses of $3.4 million. During the same period
      of
      2004, lease revenues of $3.4 million were offset by depreciation expense,
      operations support, and administrative expenses of $2.8 million.





Marine
      vessel lease revenues increased $1.2 million during the year ended December
      31,
      2005 compared to 2004. An increase of $0.9 million was due to the marine vessel
      earning a higher lease rate during 2005 compared to 2004. In addition, the
      marine vessel earned an additional $0.3 million due to being available for
      hire
      the full year of 2005 compared to the same period of 2004 when the marine vessel
      was off-hire approximately 30 days while undergoing dry docking.





Marine
      vessel operations support and administrative expenses increased $0.6 million
      during the year ended December 31, 2005 compared to 2004. The $0.6 million
      increase was due to an increase of $0.1 million due to higher repairs and
      maintenance expenses during the year ended December 31, 2005, increased fuel
      costs of $48,000, higher operating expenses of $0.3 million resulting from
      the
      marine vessel being available for lease during all of 2005 compared to 2004
      when
      the marine vessel was undergoing a scheduled dry docking and off-lease for
      30
      days and an increase of $0.1 million due to increased bad debt expense.





Machinery
      and other equipment: As of December 31, 2005 and 2004, the Partnership owned
      an
      interest in an entity formed in the fourth quarter of 2004 that owned machinery
      and other equipment. During the year ended December 31, 2005, lease revenues
      of
      $0.4 million were offset by depreciation and amortization expense and
      administrative expenses of $1.1 million. During 2004, lease revenues of $49,000
      were offset by depreciation and amortization expense and administrative expenses
      of $0.2 million.





Machinery
      and other equipment lease revenues increased $0.4 million due to the Partnership
      owning this entity for the entire year of 2005 compared to being owned for
      approximately one month of 2004.





Machinery
      and other equipment depreciation and amortization expense and administrative
      expenses increased $0.9 million due to the Partnership owning this entity for
      the entire year of 2005 compared to being owned for approximately one month
      of
      2004.





Aircraft:
      As of December 31, 2005, the Partnership owned an interest in two entities
      that
      were formed in the third quarter of 2004 each owning two Boeing 737-500
      commercial aircraft. As of December 31, 2004, the Partnership owned an interest
      in two entities that were formed in the third quarter of 2004 each owning two
      Boeing 737-500 commercial aircraft, an interest in an entity owning two
      commercial aircraft on a direct finance lease and an interest in an entity
      owning other aircraft related assets. In the first quarter of 2005, the lessee
      of the two commercial aircraft on a direct finance lease in which the
      Partnership had an interest, exercised its purchase option for these aircraft.
      The aircraft were sold for their net book value and the trust that owned these
      aircraft were dissolved. The entity owning aircraft related assets was dissolved
      in the fourth quarter of 2005.





During
      the year ended December 31, 2005, revenues of $3.2 million were offset by
      depreciation and amortization expense, operations support, interest expense
      and
      general and administrative expenses of $5.6 million. During the same period
      of
      2004, revenues of $1.2 million were offset by depreciation and amortization
      expense, operations support, interest expense and general and administrative
      expenses of $2.4 million.





Aircraft
      revenues increased $2.1 million due to the Partnership's investment into two
      entities during the third quarter of 2004 that each own two Boeing 737-500
      commercial aircraft. These aircraft were owned and on-lease for twelve months
      of
      2005 compared to being owned and on lease for approximately four months of
      2004.





Depreciation
      and amortization expense, operations support, interest expense and
      administrative expenses increased $3.2 million during the year ended December
      31, 2005 compared to 2004 resulting from an increase in depreciation and
      amortization expense of $2.2 million caused by the Partnership's investment
      during the third quarter of 2004 into two entities each owning two Boeing
      737-500 commercial aircraft and an increase of $1.0 million caused by interest
      expense from the non-recourse debt financing the two Boeing 737-500 commercial
      aircraft in each of the entities the Partnership invested in during the third
      quarter of 2004. The Partnership had an interest in these two entities owning
      commercial aircraft for twelve months of 2005 compared to approximately four
      months of 2004.





(f)  Loss
      from
      Operation of Discontinued Operations





During
      the year ended December 31, 2005, the Partnership's railcar and marine container
      operations, which are being accounted for as discontinued operations, generated
      a loss from operations of $0.6 million compared to loss of $0.4 million during
      the same period of 2004.





(g)  Gain
      on
      Disposition of Discontinued Operations





The
      Partnership had a gain on disposition of discontinued operations from the sale
      of its railcar and marine container assets of $4.7 million in the year ended
      December 31, 2005 compared to $-0- during the same period of 2004.





(h)  Net
      Income





As
      a
      result of the foregoing, the Partnership’s net income for the year ended
      December 31, 2005 was $4.0 million, compared to net income of $0.6 million
      during the same period in 2004. The Partnership’s ability to operate and
      liquidate assets, secure leases, and re-lease those assets whose leases expire
      is subject to many factors. Therefore, the Partnership’s performance in the year
      ended December 31, 2005 is not necessarily indicative of future periods.





(G)  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 is conducted in United States (US) dollars. Political
      risks are minimized by avoiding operations in countries that do not have a
      stable judicial system and established commercial business laws. Credit support
      strategies for lessees may range from letters of credit supported by US banks
      to
      cash deposits. Although these credit support mechanisms generally allow the
      Partnership to maintain its lease yield, there are risks associated with
      slow-to-respond judicial systems when legal remedies are required to secure
      payment or repossess equipment. Economic risks are inherent in all international
      markets, and the General Partner strives to minimize this risk with market
      analysis prior to committing equipment to a particular geographic area. Refer
      to
      Note 7 to the financial statements for information on the lease revenues, net
      income (loss), and net book value of equipment in the 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 owned equipment and investments in entities owning equipment
      leased to US - domiciled lessees consists of aircraft, trailers and machinery
      and other equipment. During 2005, US lease revenues accounted for 40% of the
      total lease revenues of wholly and jointly owned equipment while this region
      reported a net loss of $2.9 million. The primary reason for this loss was due
      to
      the double-declining balance method of depreciation that results in greater
      depreciation in the first years an asset is owned.





The
      Partnership's owned equipment on lease to Canadian-domiciled lessees consisted
      of aircraft. During 2005, Canadian lease revenues accounted for 4% of the total
      lease revenues of wholly- and jointly-owned equipment and this region reported
      net income of $0.3 million.





The
      Partnership's owned equipment on lease to a South American-domiciled lessee
      consisted of aircraft during 2005, which accounted for 0% of the total lease
      revenues of wholly- and jointly-owned equipment, and net income of $1.0 million.
      The primary reason this region reported net income resulted from the gain on
      sale of owned aircraft equipment.





The
      Partnership's owned equipment on lease to a Central American-domiciled lessee
      during 2005 consisted of aircraft which accounted for 6% of the total lease
      revenues of wholly- and jointly-owned equipment and net income of $0.6
      million.





The
      Partnership's owned equipment and its ownership share in equity investment’s
      equipment on lease to lessees in the rest of the world consisted of a marine
      vessel. The marine vessel is moved on a regular basis to locations throughout
      the world. During 2005, lease revenues for this lessees accounted for 50% of
      the
      total lease revenues of wholly- and jointly-owned equipment and net income
      of
      $1.2 million.





(H)  Inflation





Inflation
      had no significant impact on the Partnership's operations during 2005 and
      2004.





(I)  Forward-Looking
      Information





Except
      for historical information contained herein, the discussion in this Form 10-KSB
      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-KSB should be read
      as
      being applicable to all related forward-looking statements wherever they appear
      in this Form 10-KSB. The Partnership’s actual results could differ materially
      from those discussed here.





(J)  Outlook
      for the Future





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





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





The
      Partnership intends to use future cash flow from operations to satisfy its
      operating requirements and make cash distributions to the partners.





The
      Partnership may not reinvest cash flows generated from operations after January
      1, 2005 into additional equipment. The Partnership will terminate on December
      31, 2010, unless terminated earlier upon sale of all equipment and by certain
      other events. The General Partner is currently reviewing the strategic
      alternatives for the Partnership’s remaining assets. These alternatives include
      selling the Partnership’s remaining assets.





Disposition
      of the Partnership's equipment and investments in entities owning equipment
      may
      result in a reduction of cash flows from operations to the
      Partnership.





Factors
      affecting the Partnership’s contribution during the year 2006 and beyond
      include:





(1)  The
      Partnership has an investment in an entity owning a double-hull product tanker
      constructed in 1985, which operates in international markets carrying a variety
      of clean product/chemical liquid cargoes.  Demand for product /
      chemical shipping is closely tied to worldwide economic growth patterns,
      which can affect demand by causing changes in specific grade volume on trade
      routes.  The General Partner operates the Partnership’s product tanker in
      the voyage charter markets, carrying mostly gasoline, jet fuel, gas oils ,
      similar petroleum distillates or simple chemicals, and vegetable and palm oils
      an approach that provides the flexibility to adapt to changes in market
      conditions.





The
      Partnership’s product tanker has continued to operate with minimum idle time
      between charters. Two major hurricanes in the United States (US) Gulf created
      major problems with the oil supply chain and especially the limited refinery
      capacity of the US.  Several major refineries in the US Gulf area were shut
      down or product refining capacity severely reduced resulting in shortage of
      refined products such as gasoline, jet fuel, heating oil, etc. which created
      a
      high demand for imported product from Europe and elsewhere.  These events
      drove the shipping markets for product carriers to all time highs.  While
      some, but not all refining capacity has come back on stream, the demand, while
      off the highs, remains strong and should continue into early 2006.  The
      advent of the heating oils season in North America with supply levels reported
      low could further prolong the strong product tanker market.





Recently,
      the Partnership's product tanker received "vetting approval" from an oil
      major.  Receiving this approval will enhance this marine vessel's
      marketability in the future.  The phase-out of a number of uncertified
      marine vessels in the vegetable oil trade commencing in 2007 should further
      enhance this product tanker's demand from charterers and operators in those
      trades.





The
      marine vessel owned by an entity in which the Partnership has an interest is
      over 20 years old  which may hinder  its future marketability. 
Marine vessels of this age typically earn a lower charter rate than newer more
      efficient marine vessels and may have increased off-hire time.  The recent
      "vetting approval" should help mitigate this to some extent;





(2)  Market
      demand for used aircraft continues to be severely impacted by the poor financial
      condition of the airline industry.





The
      General Partner believes that the commercial aviation industry is recovering
      from several years of reduced travel; however, the General Partner views the
      recovery with caution as major increases in the cost of fuel have added another
      factor to the poor financial condition of the airlines. The General Partner
      believes that stabilization of fuel prices will be critical for the recovery
      in
      the airline industry to continue.





The
      Partnership owns a DHC-8-102 commuter aircraft with a net book value of $-0-
      which is on consignment to a vendor who is parting out the aircraft. Due to
      the
      poor market demand for parts from this type of aircraft, it is taking a
      considerable period of time to complete the sale of this aircraft. The
      Partnership also owns a DHC-8-300 that is on a lease through June 2007.





The
      Partnership owns a DC-9-32 Stage III commercial aircraft which is on lease
      to a
      Central American carrier through June 2007. This carrier is in poor financial
      condition and has continually been several months behind in its lease payments
      to the Partnership. The General Partner believes that the re-lease or sale
      opportunities for this type of aircraft are limited due to age of this aircraft.
      The Partnership is working with the lessee to avoid taking repossession of
      this
      aircraft.





The
      Partnership has an interest in four aircraft on lease to a major US airline.
      While the General Partner is not aware of any specific liquidity problems in
      regards to this lessee, the poor financial condition of the US airline industry,
      which has included several bankruptcies in the last twelve months, indicate
      there could be collection issues related to this lessee in the
      future;





(3)  While
      the
      Partnership is scheduled to terminate on December 31, 2010, the General Partner
      is currently reviewing the strategic alternatives for the Partnership’s
      remaining assets. These alternatives include selling the Partnership’s remaining
      assets and assets owned by entities in which the Partnership has an equity
      interest;





(4)  The
      timing and amount of future cash distributions to the limited partners and
      the
      General Partner will be based on the cash position of the Partnership and
      operational requirements. The General Partner does not anticipate any future
      cash distributions to the limited partners and the General Partner until the
      Partnership has significant additional asset dispositions; and





(5)  Beginning
      in 2006, in order to prevent the Partnership from being considered publicly
      traded and to avoid taxation of the Partnership as an association treated as
      a
      corporation under the Internal Revenue Code, the General Partner began limiting
      the number of limited partnership units to be traded to 2% per year of the
      total
      outstanding units.





Several
      other factors may affect the Partnership's operating performance in 2006 and
      beyond, including changes in the markets for the Partnership's equipment and
      changes in the regulatory environment in which that equipment
      operates.





(1)  Re-pricing
      Risk





Certain
      portions of the Partnership's aircraft and marine vessel portfolios will be
      remarketed in 2006 as existing leases expire, exposing the Partnership to
      considerable re-pricing risk/opportunity.





(2)  Equipment
      Liquidations





The
      General Partner may elect to sell certain underperforming equipment, equipment
      whose continued operation may become prohibitively expensive, or has a greater
      strategic value to others. 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. The
      proceeds from the sold or liquidated equipment will be used to fund operations
      and make cash distributions to the partners.





(3)  Impact
      of
      Government Regulations on Future Operations





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.





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.





(K)  Distribution
      Levels and Additional Capital Resources





The
      Partnership's initial contributed capital was composed of the proceeds from
      its
      initial offering of $184.3 million, supplemented by permanent debt in the amount
      of $38.0 million. The Partnership may no longer purchase equipment with cash
      flow from operations. 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. The Partnership intends to rely on operating
      cash flow to meet its operating obligations and make cash distributions to
      its
      limited partners.





Cash
      distributions when paid to the limited partners generally consist of both a
      return of and a return on capital. Cash distributions do not represent and
      are
      not indicative of yield on investment. Actual yield on investment cannot be
      determined with any certainty until conclusion of the Partnership and will
      be
      dependent upon the collection of all future contracted rents, the generation
      of
      renewal and/or re-lease rents and the residual value realized for each asset
      at
      its disposal.





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





ITEM
      7.  FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA





The
      financial statements for the Partnership are listed on the Index to Financial
      Statements included in Item 13(a) of this Annual Report on Form
      10-KSB.





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





(A)
            Disagreements
                with Accountants on Accounting and Financial
                Disclosures





None.





(B)
            Changes
                in Accountants





None.





ITEM
      8A.  CONTROLS
      AND PROCEDURES





(A)  Limitations
      on the Effectiveness of Controls





The
      General Partner’s management, including it’s President and Chief Financial
      Officer (CFO), does not expect that our internal controls or disclosure control
      will prevent all errors and all fraud. A control system, no matter how well
      conceived and operated, can provide only reasonable, not absolute, assurance
      that the objectives of the control system are met. Further, the design of a
      control system must reflect the fact that there are resource constraints, and
      the benefits of controls must be considered relative to their
      costs.





Because
      of the inherent limitations in all control systems, no evaluation of control
      can
      provide absolute assurance that all control issues and instances of fraud,
      if
      any, within the Partnership have been detected. These inherent limitations
      include the realities that judgments in decision-making can be faulty and that
      breakdowns can occur because of a simple error or mistake. Additionally,
      controls can be circumvented by the individual acts of some persons, collusion
      of two or more people, or by management override of the control. The design
      of
      any system of controls also is based partly on certain assumptions about the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions.





Notwithstanding
      the forgoing limitations, we believe that our internal controls and disclosure
      controls provide reasonable assurances that the objectives of our control system
      are met.





(B)  Quarterly
      Evaluation of the Partnership’s Disclosure Controls and Internal
      Controls





(1)  As
      of the
      end of the period prior to the filing of this report, the General Partner
      carried out an evaluation, under the supervision and with the participation
      of
      the General Partner’s management, including it’s President and CFO, of the
      effectiveness of the design and operation of the Partnership’s disclosure
      controls and procedures pursuant to Rule 13a-14 under the Securities Exchange
      Act of 1934 (the “Exchange Act”). Based upon that evaluation, the President and
      CFO concluded that the Partnership’s disclosure controls and procedures are
      effective in timely alerting them to material information relating to the
      Partnership’s required to be included in the Partnership’s exchange act filings.





(2)  There
      have been no significant changes in the Partnership’s internal controls or in
      other factors which could significantly affect internal controls subsequent
      to
      the date the General Partner carried out its evaluations.





ITEM
      8B.  OTHER
      INFORMATION





(A)  Reports
      on Form 8-K





(1)  Form
      8-K
      dated October 31, 2005, announcing a cash distribution to the
      partners.





(2)  Form
      8-K
      dated November 15, 2005 announcing the sale of PLM Financial Services, Inc.
      and
      the announcement
      of elections of officers and appointments of directors of PLM Financial
      Services, Inc..





**PART
      III**





ITEM
                9.
            DIRECTORS
                AND EXECUTIVE OFFICERS OF PLM FINANCIAL SERVICES, INC.





As
      of the
      date of this annual report, the directors and executive officers of PLM
      Financial Services, Inc. are as follows:





Name
            Age
            PositionPaul
                M. Leand, Jr,
            39
            Chairman
                of the Board of Directors, President and Secretary ofPLM
                Financial Services, Inc.Michael
                Dockman
            42
            Director,
                PLM Financial Services, Inc.James
                G. Dolphin
            38
            Director,
                PLM Financial Services, Inc.Richard
                K Brock
            43
            Chief
                Financial Officer, PLM Financial Services, Inc.





Paul
      M.
      Leand, Jr, 39, was elected in November 2005 as the Chairman of the Board of
      Directors and appointed the President and Secretary of PLM
      Financial Services, Inc.(FSI) .
      Mr.
      Leand joined the predecessor of AMA Capital Partners LLC (AMA) in 1998 and
      has
      been AMA’s **** CEO
      since
      2004. Mr. Leand developed AMA’s restructuring practice in the maritime industry
      and has led many mergers and acquisitions. Mr. Leand has extensive experience
      in
      structuring leasing and debt facilities. Prior to joining AMA, Mr. Leand was
      employed at The First National Bank of Maryland where he managed the bank’s
      railroad and maritime divisions.





Michael
      Dockman, 42, was elected in November 2005 to FSI’s board of directors. Mr.
      Dockman joined AMA Capital Partners in 2005 as a Managing Director. Mr. Dockman
      is involved in merger and acquisitions and structured financings in the domestic
      transportation marketplace. Prior to joining AMA, Mr. Dockman was with Railroad
      Financial Corporation, a leading investment bank focused on the rail industry.





James
      G.
      Dolphin, 38, was elected in November 2005 to FSI’s board of directors. Mr.
      Dolphin joined AMA in 2001 and is AMA’s President. Mr. Dolphin is involved in
      AMA’s strategic advisory work in the shipping industry. Prior to joining AMA,
      Mr. Dolphin led the global freight transportation management consulting practice
      at Booz Allen Hamilton.





Richard
      K
      Brock, 43, was appointed Chief Financial Officer of PLM Financial Services,
      Inc.
      in August 2002. From June 2001 through August 2002, Mr. Brock was a consultant
      to various leasing companies including PLM Financial Services, Inc. From October
      2000 through June 2001, Mr. Brock was a Director of PLM Financial Services,
      Inc.
      Mr. Brock was appointed Vice President and Chief Financial Officer of PLM
      International, Inc. and PLM Financial Services, Inc. in January 2000, having
      served as Acting Chief Financial Officer since June 1999 and as Vice President
      and Corporate Controller of PLM International, Inc. and PLM Financial Services,
      Inc. since June 1997. Prior to June 1997, Mr. Brock served as an accounting
      manager at PLM Financial Services, Inc. beginning in September 1991 and as
      Director of Planning and General Accounting beginning in February
      1994.





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





CODE
      OF ETHICS





The
      Board
      of Directors of PLM Financial Services Inc, (“FSI”) the General Partner, has
      adopted a written Code of Ethics that is applicable to the Board, executive
      officers and employees of PLM Financial Services Inc. FSI’s Code of Ethics is
      designed to deter wrongdoing and to promote:





-
            the
                integrity and values of FSI, including the ethical handling of actual
                or
                apparent conflicts of interest between personal and professional
                relationships;-
            compliance
                with applicable governmental laws, rules and
                regulations;-
            internal
                reporting of violations of the Code of Ethics to any member of FSI’s Board
                of Directors; and-
            accountability
                for adherence to the Code of
                Ethics.





ITEM
      10.  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, 2005.





ITEM
      11.  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), and cash distributions. As of
      December 31, 2005, no investor was known by the General Partner to beneficially
      own more than 5% of the limited partnership units of the
      Partnership.





(B)  Security
      Ownership of Management





Neither
      the General Partner and its affiliates nor any executive officer or director
      of
      the General Partner and its affiliates own any limited partnership units of
      the
      Partnership as of December 31, 2005.





ITEM
      12.  CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS





(A)  Transactions
      with Management and Others





During
      2005, the Partnership's continuing operations paid or accrued the following
      fees
      to FSI or its affiliates: management fees, $37,000; and administrative and
      data
      processing services performed on behalf of the Partnership, $0.1 million.





During
      2005, the Partnership's discontinued operations paid or accrued the following
      fees to FSI or its affiliates: acquisition fees, $31,000; lease negotiation
      fees, $7,000; management fees, $0.1 million; and administrative and data
      processing services performed on behalf of the Partnership, $0.1
      million.





During
      2005, the Partnership’s proportional share of ownership in equity investments
      paid or accrued the following fees to FSI or its affiliates: management fees,
      $0.3 million; and administrative and data processing services performed on
      behalf of these entities, $0.1 million.





During
      2005, the Partnership’s proportional share of ownership in the discontinued
      operation of an equity investment paid or accrued the following fees to FSI
      or
      its affiliates: management fees, $0.1 million; and administrative and data
      processing services performed on behalf of this entity, $0.1
      million.





The
      balance due to affiliates as of December 31, 2005 of $19,000 is due to FSI
      for
      management fees.





ITEM
      13.  EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES,





(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-KSB.





(B)  Financial
      Statement Schedules





None.





(C)  Exhibits





4
            Amended
                and Restated Limited Partnership Agreement of Partnership, incorporated
                by
                reference to the Partnership's Registration Statement on Form S-1
                (Reg. No. 33-32258), which became effective with the Securities
                and Exchange Commission on April 11, 1990.4.1
            First
                Amendment to the Amended and Restated Limited Partnership Agreement
                dated
                August 24, 2001, incorporated by reference to the Partnership's Annual
                Report on Form 10-KSB dated December 31, 2001 filed with the Securities
                and Exchange Commission on March 28, 2002.4.2
            Second
                Amendment to the Amended and Restated Limited Partnership Agreement
                dated
                June 29, 2004, incorporated by reference to the Partnership’s Form 10-QSB
                dated June 30, 2004 filed with the Securities and Exchange Commission
                on
                August 12, 2004.10.1
            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
            Settlement
                Agreement between PLM Worldwide Leasing Corp. and Varig S.A. dated
                October
                11, 2002, incorporated by reference to the Partnership’s Form 10-Q dated
                September 30, 2002 filed with the Securities and Exchange Commission
                on
                November 13, 2002.10.3
            PLM
                CAL I LLC operating agreement dated June 4, 2004, incorporated by
                reference to the Partnership’s Form 10-QSB dated September 30, 2004 filed
                with the Securities and Exchange Commission on November 12,
                2004.10.4
            PLM
                CAL II LLC operating agreement dated June 4, 2004, incorporated by
                reference to the Partnership’s Form 10-QSB dated September 30, 2004 filed
                with the Securities and Exchange Commission on November 12,
                2004.10.5
            PLM
                CAL I LLC equipment purchase agreement dated August 26, 2004, incorporated
                by reference to the Partnership’s Form 10-QSB dated September 30, 2004
                filed with the Securities and Exchange Commission on November 12,
                2004.10.6
            PLM
                CAL II LLC equipment purchase agreement dated August 26, 2004,
                incorporated by reference to the Partnership’s Form 10-QSB dated September
                30, 2004 filed with the Securities and Exchange Commission on November
                12,
                2004.10.7
            Trust
                Indenture and Mortgage 645 between First Security Bank, National
                Association and Wilmington Trust Company assumed by PLM CAL I,
                incorporated by reference to the Partnership’s Form 10-KSB dated December
                31, 2004 filed with the Securities and Exchange Commission on March
                29,
                2005.10.8
            Trust
                Indenture and Mortgage 646 between First Security Bank, National
                Association and Wilmington Trust Company assumed by PLM CAL I,
                incorporated by reference to the Partnership’s Form 10-KSB dated December
                31, 2004 filed with the Securities and Exchange Commission on March
                29,
                2005.10.9
            Trust
                Indenture and Mortgage 647 between First Security Bank, National
                Association and Wilmington Trust Company assumed by PLM CAL II,
                incorporated by reference to the Partnership’s Form 10-KSB dated December
                31, 2004 filed with the Securities and Exchange Commission on March
                29,
                2005.10.10
            Trust
                Indenture and Mortgage 648 between First Security Bank, National
                Association and Wilmington Trust Company assumed by PLM CAL II,
                incorporated by reference to the Partnership’s Form 10-KSB dated December
                31, 2004 filed with the Securities and Exchange Commission on March
                29,
                2005.10.11
            Trust
                Indenture and Mortgage 645 Supplement between First Security Bank,
                National Association and Wilmington Trust Company assumed by PLM
                CAL I,
                incorporated by reference to the Partnership’s Form 10-KSB dated December
                31, 2004 filed with the Securities and Exchange Commission on March
                29,
                2005.10.12
            Trust
                Indenture and Mortgage 646 Supplement between First Security Bank,
                National Association and Wilmington Trust Company assumed by PLM
                CAL I,
                incorporated by reference to the Partnership’s Form 10-KSB dated December
                31, 2004 filed with the Securities and Exchange Commission on March
                29,
                2005.10.13
            Trust
                Indenture and Mortgage 647 Supplement between First Security Bank,
                National Association and Wilmington Trust Company assumed by PLM
                CAL II,
                incorporated by reference to the Partnership’s Form 10-KSB dated December
                31, 2004 filed with the Securities and Exchange Commission on March
                29,
                2005.10.14
            Trust
                Indenture and Mortgage 648 Supplement between First Security Bank,
                National Association and Wilmington Trust Company assumed by PLM
                CAL II,
                incorporated by reference to the Partnership’s Form 10-KSB dated December
                31, 2004 filed with the Securities and Exchange Commission on March
                29,
                2005.10.15
            Modification
                of Settlement Agreement between PLM Worldwide Leasing Corp. and Varig
                S.A.
                dated September 24, 2004, incorporated by reference to the Partnership’s
                Form 10-KSB dated December 31, 2004 filed with the Securities and
                Exchange
                Commission on March 29, 2005.10.16
            Amended
                and Restated Loan and Security Agreement by and between MILPI Holdings
                LLC
                and LaSalle National Bank Association dated July 15, 2005, incorporated
                by
                reference to the Partnership’s Form 10-QSB dated June 30, 2005 filed with
                the Securities and Exchange Commission on August 10,
                2005.10.17
            Asset
                Purchase Agreement dated as of August 4, 2005 by and among the
                Partnership, CIT Group, Inc., et al. incorporated by reference to
                the
                Partnership’s Form 8-K dated August 18, 2005, filed with the Securities
                and Exchange Commission on August 24, 2005.14
            PLM
                Financial Services Inc. Code of Ethics, incorporated by reference
                to the
                Partnership’s Form 10-KSB dated December 31, 2003 filed with the
                Securities and Exchange Commission on March 29, 2004.31.1
            Certificate
                of President of the General Partner pursuant to Section 302 of Sarbanes
                -
                Oxley Act of 2002.31.2
            Certificate
                of Chief Financial Officer of the General Partner pursuant to Section
                302
                of Sarbanes - Oxley Act of 2002.32.1
            Certificate
                of President of the General Partner pursuant to Section 906 of Sarbanes
                -
                Oxley Act of 2002.32.2
            Certificate
                of Chief Financial Officer of the General Partner pursuant to Section
                906
                of Sarbanes - Oxley Act of 2002.









ITEM
                14.
            PRINCIPAL
                ACCOUNTANT FEES AND SERVICES





The
      table
      below list principal accountant fees and services (in thousands of
      dollars):





Audit
            
            Audit
            
            Tax
            
            All
                OtherFees
            
            Related
                Fees
            
            Fees
            
            Fees





Year
                Ended December 31, 2005
            $
            113
            
            $
            --
            
            $
            --
            
            $
            --Year
                Ended December 31, 2004
            $
            70
            
            $
            --
            
            $
            --
            
            $
            --





It
      is the
      policy of the Board of Directors that it pre-approves all of the services
      described above in this Item 14.











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 29, 2006
              
              
              PLM
                  EQUIPMENT GROWTH FUND VPARTNERSHIPBy:
              PLM
                  Financial Services, Inc.General
                  PartnerBy:
              /s/Paul
                  M. LeandPaul
                  M. LeandPresidentBy:
              /s/
                  Richard K BrockRichard
                  K BrockChief
                  Financial Officer






CERTIFICATION





The
      undersigned hereby certifies, in their capacity as a director of the General
      Partner of PLM Equipment Growth Fund V (the Partnership), that the Annual Report
      of the Partnership on Form 10-KSB for the year ended December 31, 2005, fully
      complies with the requirements of Section 13(a) of the Securities Exchange
      Act
      of 1934 and that the information contained in such report fairly presents,
      in
      all material respects, the financial condition of the Partnership at the end
      of
      such period and the results of operations of the Partnership for such
      period.





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





Name
              
              
              Capacity
              
              Date/s/Paul
                  M. LeandPaul
                  M. Leand
              
              
              Director,
                  FSI
              
              March
                  29, 2006/s/Michael
                  DockmanMichael
                  Dockman
              
              
              Director,
                  FSI
              
              March
                  29, 2006/s/James
                  G. DolphinJames
                  G. Dolphin
              
              
              Director,
                  FSI
              
              March
                  29, 2006








**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**INDEX
      TO FINANCIAL STATEMENTS**





(Item
      13(a))








PageReport
                of independent registered public accounting firm
            24Balance
                sheets as of December 31, 2005 and 2004
            25Statements
                of income for the years endedDecember
                31, 2005 and 2004
            26Statements
                of changes in partners' capital for theyears
                ended December 31, 2005 and 2004
            27Statements
                of cash flows for the years endedDecember
                31, 2005 and 2004
            28Notes
                to financial statements
            29-45



















**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

















The
      Partners


PLM
      Equipment Growth Fund V:








We
      have
      audited the accompanying balance sheets of PLM Equipment Growth Fund V, a
      limited partnership (the Partnership), as of December 31, 2005 and 2004, and
      the
      related statements of income, changes in partners' capital, and cash flows
      for
      the years then ended. These financial statements are the responsibility of
      the
      Partnership's management. Our responsibility is to express an opinion on these
      financial statements based on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. The Partnership is
      not
      required to have, nor were we engaged to perform an audit of its internal
      control over financial reporting. Our audits included consideration of internal
      control over financial reporting as a basis for designing audit procedures
      that
      are appropriate in the circumstances, but not for the purpose of expressing
      an
      opinion on the effectiveness of the Partnership's internal control over
      financial reporting. Accordingly, we express no such opinion. The audits also
      include examining, on a test basis, evidence supporting the amounts and
      disclosures in the financial statements, 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 at
      December 31, 2005 and 2004, and the results of its operations and its cash
      flows
      for the years then ended in conformity with accounting principles generally
      accepted in the United States of America.

















/s/
      Grant
      Thornton LLP





New
      York,
      New York


March
      24,
      2006











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





**Assets**
            
            2005
            
            2004Equipment
                held for operating leases, at cost
            
            $
            19,393
            
            $
            24,937Less
                accumulated depreciation
            
            
            (19,337
            )
            
            (24,869
            )Net equipment
            
            
            56
            
            
            68Cash
                and cash equivalents
            
            
            1,926
            
            
            5,736Accounts
                and other receivables
            
            
            214
            
            
            959Equity
                investments in affiliated entities
            
            
            8,043
            
            
            11,214Other
                assets
            
            
            137
            
            
            214Assets
                held for sale
            
            
            12
            
            
            12,374Total assets
            
            $
            10,388
            
            $
            30,565**Liabilities
                and partners’ capital**LiabilitiesAccounts
                payable and accrued expenses
            
            $
            115
            
            $
            72Due
                to affiliates
            
            
            19
            
            
            18Reserve
                for repairs
            
            
            --
            
            
            500Lessee
                deposits
            
            
            210
            
            
            404Liabilities
                held for sale
            
            
            57
            
            
            962Total liabilities
            
            
            401
            
            
            1,956Commitments
                and contingenciesPartners'
                capitalLimited
                partners (8,478,448 limited partnership units outstanding)
            
            
            9,987
            
            
            28,609G
                eneral Partner
            
            
            --
            
            
            --Total partners' capital
            
            
            9,987
            
            
            28,609Total
                liabilities and partners' capital
            
            $
            10,388
            
            $
            30,565
































See
      accompanying notes to financial statements.











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








2005
            
            2004**Revenues**Lease
                revenue
            
            $
            975
            
            $
            1,079Interest
                and other income
            
            
            342
            
            
            1,040Gain
                on disposition of equipment
            
            
            1,197
            
            
            649Total revenues
            
            
            2,514
            
            
            2,768**Expenses**Depreciation
                and amortization
            
            
            15
            
            
            555Operations
                support
            
            
            10
            
            
            113Management
                fees to affiliate
            
            
            37
            
            
            104General
                and administrative expenses to affiliates
            
            
            56
            
            
            229Other
                general and administrative expenses
            
            
            594
            
            
            1,366Recovery
                of bad debts
            
            
            --
            
            
            (1,296
            )Total expenses
            
            
            712
            
            
            1,071Equity
                in net loss of equity investments
            
            
            (1,854
            )
            
            (657
            )(Loss)
                income from continuing operations
            
            
            (52
            )
            
            1,040Discontinued
                operations:Loss
                from operation of discontinued operations
            
            
            (579
            )
            
            (415
            )Gain
                on disposition of discontinued operations
            
            
            4,678
            
            
            --Income
                (loss) from discontinued operations
            
            
            4,099
            
            
            (415
            )Net income
            
            $
            4,047
            
            $
            625**Partners’
                share of net income**Limited
                partners
            
            $
            2,913
            
            $
            625General
                Partner
            
            
            1,134
            
            
            --Total
            
            $
            4,047
            
            $
            625Limited
                partners' basic earnings (loss) per weighted-averagelimited partnership unit:(Loss)
                income from continuing operations
            
            $
            (0.14
            )
            $
            0.12Loss
                from operation of discontinued operations
            
            
            (0.07
            )
            
            (0.05
            )Gain
                on disposition of discontinued operations
            
            
            0.55
            
            
            --$
            0.34
            
            $
            0.07

















See
      accompanying notes to financial statements.











**PLM
                EQUIPMENT GROWTH FUND V****(A
                Limited Partnership)****STATEMENTS
                OF CHANGES IN PARTNERS' CAPITAL****For
                the Years Ended December 31, 2005 and 2004**(in
                thousands of dollars)











Limited
            
            GeneralPartners
            
            Partner
            
            TotalPartners’
                capital as of December 31, 2003
            
            $
            27,984
            
            $
            --
            
            $
            27,984Net
                income
            
            
            625
            
            
            --
            
            
            625Partners'
                capital as of December 31, 2004
            
            
            28,609
            
            
            --
            
            
            28,609Net
                income
            
            
            2,913
            
            
            1,134
            
            
            4,047Cash
                distribution
            
            
            (21,535
            )
            
            (1,134
            )
            
            (22,669
            )Partners'
                capital as of December 31, 2005
            
            $
            9,987
            
            $
            --
            
            $
            9,987












































See
      accompanying notes to financial statements.











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





2005
            
            2004**Operating
                activities**Net
                income (Revised)
            
            $
            4,047
            
            $
            625Adjustments
                to reconcile net incometo net cash provided by (used in) operating activities:Depreciation
            
            
            12
            
            
            549Amortization
            
            
            3
            
            
            6Recovery of bad debts
            
            
            --
            
            
            (1,296
            )Gain on disposition of equipment
            
            
            (1,197
            )
            
            (649
            )Equity in net loss from equity investments
            
            
            1,854
            
            
            657Distributions
                from equity investments
            
            
            1,317
            
            
            560Changes in operating assets and liabilities:Accounts and other receivables
            
            
            745
            
            
            2,820Other assets
            
            
            (88
            )
            
            139Accounts payable and accrued expenses
            
            
            43
            
            
            (106
            )Due to affiliates
            
            
            1
            
            
            (132
            )Lessee deposits
            
            
            (194
            )
            
            (10
            )Cash
                provided by operating activities of continuing operations
            
            
            6,543
            
            
            3,163Cash
                (used in) provided by operating activities ofdiscontinued operations
            
            
            (2,806
            )
            
            1,232Net cash provided by operating activities
            
            
            3,737
            
            
            4,395**Investing
                activities**Investments
                in equity investments
            
            
            --
            
            
            (26,661
            )Non-operating
                distributions from equity investments
            
            
            --
            
            
            17,225Decrease
                in restricted cash
            
            
            --
            
            
            60Collections
                on finance lease receivable
            
            
            162
            
            
            75Proceeds
                from disposition of equipment
            
            
            697
            
            
            2,125Cash
                provided by (used in) investing activities of continuingoperations
            
            
            859
            
            
            (7,176
            )Cash
                provided by (used in) investing activities of discontinuedoperations
            
            
            14,995
            
            
            (9,148
            )Net cash provided by (used in) investing activities
            
            
            15,854
            
            
            (16,324
            )**Financing
                activities**Cash
                distribution paid to limited partners
            
            
            (21,535
            )
            
            --Cash
                distribution paid to General Partner
            
            
            (1,134
            )
            
            --Cash
                used in financing activities from continuing operations
            
            
            (22,669
            )
            
            --Cash
                used in financing activities of discontinued operations
            
            
            (732
            )
            
            (384
            )Net cash used in financing activities
            
            
            (23,401
            )
            
            (384
            )Net
                decrease in cash and cash equivalents
            
            
            (3,810
            )
            
            (12,313
            )Cash
                and cash equivalents at beginning of period
            
            
            5,736
            
            
            18,049Cash
                and cash equivalents at end of period
            
            $
            1,926
            
            $
            5,736**Supplemental
                information**Interest
                paid by continuing operations
            
            $
            --
            
            $
            2Interest
                paid by discontinued operations
            
            $
            87
            
            $
            136


See
      accompanying notes to financial statements.








**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO FINANCIAL STATEMENTS**





1.  Basis
      of Presentation





Organization





PLM
      Equipment Growth Fund V, a California limited partnership (the Partnership),
      was
      formed on November 14, 1989 to engage in the business of owning, leasing, or
      otherwise investing in predominantly used transportation and related equipment.





PLM
      Financial Services, Inc. (FSI) is the General Partner of the Partnership and
      manages the affairs of the Partnership. On November 15, 2005, PLM International,
      Inc., the former parent company of FSI, sold all the issued and outstanding
      shares of common stock of FSI to AMA CP Fund I Inc.





The
      Partnership may not reinvest cash flow generated from operations after January
      1, 2005 into additional equipment. The Partnership will terminate on December
      31, 2010, unless terminated earlier upon the sale of all of the equipment or
      by
      certain other events. The General Partner is currently reviewing the strategic
      alternatives for the Partnership’s remaining assets. These alternatives include
      selling the Partnership’s remaining assets and assets in entities in which the
      Partnership has an equity interest.





The
      Partnership's consolidated financial statements contained in the 2005 annual
      report have been prepared in accordance with the requirements for a Small
      Business Issuer as prescribed by Regulation S-B under the Securities Exchange
      Act of 1934. Generally, a Small Business Issuer cannot file under Regulation
      S-B
      if its annual revenues or public float exceed $25.0 million for two consecutive
      years.





Estimates





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





Accounting
      for Leases





The
      Partnership's leasing operations generally consist of operating leases. Under
      the operating lease method of accounting, the lessor records the leased asset
      at
      cost and depreciates the leased asset over its estimated useful life. Rental
      payments are recorded as revenue on a straight-line basis over the lease term
      as
      earned. Lease origination costs are capitalized and amortized over the term
      of
      the lease. The Partnership and the equity investment in which it has an
      investment in occasionally leases equipment with lease terms that qualify for
      direct finance lease classification, as required by Statement of Financial
      Accounting Standards No. 13, “Accounting for Leases”.





Revenue
      Recognition





Revenues
      are earned by placing all equipment owned by the Partnership on fixed rate
      leases.








**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO FINANCIAL STATEMENTS**





1.  Basis
      of Presentation (continued)





Depreciation
      and Amortization





Depreciation
      of 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 12 years for transportation equipment
      and 7
      years for non-transportation 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
      paid to the General Partner (see Notes 2 and 3 to the financial statements)
      and
      certain other acquisition costs have been capitalized as part of the cost of
      the
      equipment. Major expenditures that are expected to extend the useful lives
      or
      reduce future operating expenses of equipment are capitalized and amortized
      over
      the estimated remaining life of the equipment. Lease negotiation fees are
      included in other assets and are amortized over the initial equipment lease
      term.





Debt
      placement fees were included in other assets and were amortized over the term
      of
      the loan using either the effective interest or the straight-line method if
      that
      method approximates the effective interest method and are included in interest
      expense in the accompanying statements of income.





Equipment





Equipment
      held for operating leases is recorded at cost and depreciated over its useful
      life.





The
      Partnership evaluates long-lived assets for impairment whenever events or
      circumstances indicate that the carrying values of such assets may not be
      recoverable such as when cash-flows decrease, there are unexpected maintenance
      issues or when economic conditions in which the equipment operate deteriorates.
      Losses for impairment are recognized when the undiscounted cash flows estimated
      to be realized from a long-lived asset are determined to be less than the
      carrying value of the asset and the carrying amount of long-lived assets exceeds
      their fair values. The determination of fair value for a given investment
      requires several considerations, including but not limited to, income expected
      to be earned from the asset, estimated sales proceeds, and holding costs
      excluding interest.





The
      estimate of the fair value for the Partnership’s owned equipment and equipment
      owned by entities in which the Partnership has an equity interest is based
      on
      the opinion of the Partnership’s equipment managers using data, reasoning and
      analysis of prevailing market conditions of similar equipment, data from recent
      purchases, independent third party valuations and discounted cash flows.





Equity
      Investments in Affiliated Entities





The
      Partnership has equity interests in entities that own transportation equipment
      and other types of equipment. All major business decisions for these entities
      must be decided by a unanimous vote of the owners. Accordingly, the Partnership
      does not control these entities and these entities are accounted for using
      the
      equity method.





The
      Partnership’s interests in equity investments are managed by PLM Investment
      Management, Inc. (IMI), a wholly owned subsidiary of FSI or affiliates. The
      Partnership’s equity interest in the net income (loss) of equity investments is
      reflected net of management fees paid or payable to IMI or
      affiliates.





Discontinued
      Operations





In
      the
      second quarter of 2005, the Partnership sold its remaining marine container
      portfolio. During the third quarter of 2005, the Partnership and an investment
      entity in which the Partnership has an interest, sold all of their remaining
      railcars. Consequently, the results from these operations have been classified
      as discontinued operations for all periods presented. Assets and liabilities
      from discontinued operations have been classified as assets and liabilities
      held
      for sale for all periods presented. (see Note 2 to the financial
      statements)








**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO FINANCIAL STATEMENTS**





1.  Basis
      of Presentation (continued)





Repairs
      and Maintenance




Repairs
      and maintenance costs related to a partially owned marine vessel is usually
      the
      obligation of the entity in which the Partnership has an investment in and
      are
      charged against operations as incurred. Costs associated with marine vessel
      dry-docking are estimated and accrued ratably over the period prior to such
      dry-docking. If a marine vessel is sold and there is a balance in the
      dry-docking reserve account for that marine vessel, the balance in the reserve
      account is included as additional gain on disposition. Marine vessel dry-docking
      reserve accounts are included in equity investments in affiliated entities.
      Maintenance costs of aircraft and machinery and other equipment are the
      obligation of the lessee. To meet the maintenance requirements of aircraft
      airframes and engines, reserve accounts are prefunded by certain lessees 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 or the lessee defaults on the lease, the Partnership
      may
      have the obligation to fund and accrue the difference. 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 included as additional gain on disposition.
      The aircraft reserve accounts are included in the accompanying balance sheets
      as
      reserve for repairs.





Net
      Income and Distributions





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 in accordance with the Limited Partnership Agreement. The
      limited partners' net income is allocated among the limited partners based
      on
      the number of limited partnership units owned by each limited partner. (see
      Note
      8 to the financial statements)





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





Cash
      distributions are recorded when declared.





For
      the
      year ended December 31, 2005, cash distributions declared and paid totaled
      $21.5
      million ($2.54 per limited partnership unit) to the limited partners and $1.1
      million to the General Partner. No cash distributions were declared or paid
      to
      the limited partners or General Partner during the year ended December 31,
      2004.





Basic
      Earnings (Loss) Per Weighted-Average Limited Partnership Unit





Basic
      earnings (loss) per weighted-average limited partnership unit was computed
      by
      dividing income (loss) from continuing operations, loss from operation of
      discontinued operations and the gain on disposition of discontinued operations
      attributable to limited partners by the weighted-average number of limited
      partnership units deemed outstanding during the year. The weighted-average
      number of limited partnership units deemed outstanding during the years ended
      December 31, 2005 and 2004 was 8,478,448. (see Note 8 to the financial
      statements) All special allocations of income to the General Partner are
      included in basic (loss) earnings from continuing operations.





Cash
      and Cash Equivalents





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








**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO FINANCIAL STATEMENTS**





1.  Basis
      of Presentation (continued)





Accounts
      Receivable





The
      Partnership generally invoices its lessees monthly for the lease of its
      equipment. The Partnership reserves as bad debts any unpaid account receivable
      that is past due over 90 days. The Partnership will also reserve any unpaid
      receivable as a bad debt when circumstances indicate that it will not be paid,
      such as when the lessee goes into bankruptcy. Unpaid receivables are written-off
      only when all collection efforts have been exhausted.





Fair
      Value of Financial Instruments





The
      Partnership's financial instruments consist of cash and cash equivalents,
      accounts and other receivables, accounts payable and accrued expenses and due
      to
      affiliates. The fair value of these financial instruments approximate book
      value
      due to their short-term nature.





Comprehensive
      Income





The
      Partnership’s comprehensive income is equal to net income for the years ended
      December 31, 2005 and 2004.





Statements
      of Cash Flows





In
      the
      Partnership's December 31, 2005 Form 10-KSB, the Partnership has reconciled
      to
      cash flow from operations beginning with the caption "Net income". In the
      Partnership's September 30, 2005 filing of the Form 10-QSB, the reconciliation
      began with "(Loss) income from continuing operations".





New
      Accounting Standards





In
      December 2004, Financial Accounting Standards Board issued Statement 153,
      "Exchanges of Non-monetary Assets" (Statement 153), an amendment of Accounting
      Principles Board Opinion No. 29. Statement 153 is effective for non-monetary
      asset exchanges occurring in fiscal periods beginning after June 15, 2005.
      Statement 153 eliminates the exception to fair value for exchanges of similar
      productive assets and replaces it with a general exception for exchange
      transactions that do not have commercial substance - that is, transactions
      that
      are not expected to result in significant changes in the cash flows of the
      reporting entity. The General Partner does not believe that adoption of
      Statement 153 will have a significant effect on the Partnership's financial
      statements.





At
      the
      June 15 -16, 2005 Emerging Issues Task Force (EITF) meeting, the EITF reached
      a
      consensus on Issue No. 04-05 entitled "Determining Whether a General Partner,
      or
      the General Partners as a Group, Controls a Limited Partnership or Similar
      Entity When the Limited Partners Have Certain Rights" (Issue 04-05). The
      consensus provides a framework for addressing when a general partner, or general
      partners as a group, controls a limited partnership or similar entity.
      Additionally, on July 14, 2005, the Financial Accounting Standards Board issued
      a Staff Position FSP-78-1, “Interaction of AICPA Statement of Position 78-9 and
      EITF Issue No. 04-05” which amends the guidance in AICPA Statement of Position
      78-9, “Accounting for Investments in Real Estate Ventures”, to be consistent
      with EITF Issue No. 04-05. The effective dates of this issue and technical
      position depend on whether the partnership agreement is new or modified, and
      is
      therefore effective for the Partnership no later than the beginning of the
      first
      quarter of 2006. The General Partner is currently evaluating the effect that
      this Issue and Staff Position will have on the Partnership’s financial position
      and results of operations.





Reclassifications





Certain
      amounts previously reported have been reclassified to conform to the 2005
      presentation. These reclassifications did not have any effect on total assets,
      total liabilities and net income.








**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO FINANCIAL STATEMENTS**





2 .  Discontinued
      Operations





During
      2005, the Partnership sold its remaining marine containers with a net book
      value
      of $-0- for proceeds of $0.3 million resulting in a gain of $0.3
      million.





Additionally
      during 2005, the Partnership and several affiliated entities (collectively,
      the
      Sellers), including PLM Rail Partners (Rail Partners), an entity in which the
      Partnership had a 23% ownership interest, entered into an Asset Purchase
      Agreement to sell the railcar business of the Sellers, which included railcars
      owned and leased by the Sellers as well as management contracts pursuant to
      which the Sellers managed the railcars of third parties. The sale of the railcar
      business was completed on August 18, 2005.





The
      Partnership received net proceeds of $14.4 million from the disposition of
      its
      railcar assets including its interest in Rail Partners resulting in a gain
      on
      disposition of discontinued operations of $4.4 million. The amount received
      by
      the Partnership and Rail Partners was based on the appraised value of the
      railcars sold by the Partnership and Rail Partners to the purchaser, as
      determined by an independent third party appraiser or, for railcars manufactured
      in 2005, the greater of the appraised value or the actual cost. The proceeds
      received from Rail Partners by the Partnership was net of Rail Partner's
      repayment of its debt. During the third quarter of 2005, some immaterial costs
      for bonuses that were paid are included in general and administrative
      expenses.





Concurrent
      with the sale of the Partnership's railcar assets, the Partnership terminated
      its $15.0 million railcar loan facility and expensed the remaining unamortized
      portion of debt placement fees related to this facility of $0.1 million. There
      were no amounts due to the lender at the time of termination nor any penalties
      due associated with the termination.





Accordingly,
      the Partnership's railcar leasing operations including its equity investment
      in
      Rail Partners and marine container leasing operations are accounted for as
      discontinued operations. Rail Partners was dissolved during the fourth quarter
      2005.





Loss
      from
      operation of discontinued operations are as follows for the years ended December
      31 (in thousands of dollars):





2005
            
            2004RevenuesLease
                revenue
            
            $
            878
            
            $
            1,763Interest
                and other income
            
            
            13
            
            
            28Gain
                on disposition of equipment
            
            
            118
            
            
            448Total revenues
            
            
            1,009
            
            
            2,239ExpensesDepreciation
                and amortization
            
            
            918
            
            
            1,478Operations
                support
            
            
            27
            
            
            288Management
                fees to affiliate
            
            
            62
            
            
            115Interest
                expense
            
            
            261
            
            
            202General
                and administrative expensesto affiliates
            
            
            89
            
            
            156General
                and administrative expenses
            
            
            80
            
            
            136Impairment
                loss on equipment
            
            
            --
            
            
            183Provision
                for (recovery of) bad debts
            
            
            14
            
            
            (21
            )Total expenses
            
            
            1,451
            
            
            2,537Equity
                in net loss of equity investments
            
            
            (137
            )
            
            (117
            )Loss
                from operation of discontinued operations
            
            $
            (579
            )
            $
            (415
            )Gain
                on disposition of discontinued operation
            
            $
            4,678
            
            $
            --








**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO FINANCIAL STATEMENTS**





2.  Discontinued
      Operation (continued)





Assets
      and liabilities held for sale are as follows as of December 31 (in thousands
      of
      dollars):





**Assets**
            
            2005
            
            2004Equipment
                held for operating leases, net
            
            $
            --
            
            $
            9,820Restricted
                cash
            
            
            --
            
            
            1,998Accounts
                receivable, net
            
            
            12
            
            
            330Other
                assets, net
            
            
            --
            
            
            226Total assets held for sale
            
            $
            12
            
            $
            12,374**Liabilities**Account
                payable and other liabilities
            
            $
            57
            
            $
            230Non-recourse
                debt
            
            
            --
            
            
            732Total liabilities held for sale
            
            $
            57
            
            $
            962





Transactions
      with General Partner and Affiliates - Discontinued Operations





During
      2005 and 2004, the Partnership's discontinued operations incurred these types
      of
      costs to FSI or its affiliates; acquisition, lease negotiation, and management
      fees and data processing and administrative expenses. The components of these
      fees and expenses incurred to FSI or its affiliates were as follows (in
      thousands of dollars):





Owned
                Equipment
            
            Equity
                InvestmentsFor
                the years ended December 31,
            
            2005
            
            2004
            
            2005
            
            2004Acquisition
                fees
            
            $
            31
            
            $
            554
            
            $
            --
            
            $
            --Lease
                negotiation fees
            
            
            7
            
            
            123
            
            
            --
            
            
            --Management
                fees
            
            
            62
            
            
            115
            
            
            54
            
            
            47Data
                processing and administrativeexpenses
            
            
            89
            
            
            156
            
            
            102
            
            
            43





During
      2004, the Partnership purchased $8.7 million in railcars from FSI or its
      affiliates. The Partnership's cost for the railcars purchased from FSI was
      the
      lower of FSI's or its affiliates cost or the fair market value at the time
      of
      purchase. In addition, the Partnership transferred 382 owned railcars with
      a net
      book value of $5.2 million into Rail Partners. Rail Partners was owned with
      two
      affiliated partnerships that also transferred owned railcars into this entity.
      Rail Partners was dissolved in the fourth quarter of 2005.





3.  Transactions
      with General Partner and Affiliates





The
      Partnership's owned equipment and interests in equity investments are managed
      by
      IMI, under a continuing management agreement. IMI receives a monthly management
      fee from the Partnership for managing the equipment.





The
      equipment management agreement, subject to certain reductions, requires the
      payment of a monthly management fee attributable to either owned equipment
      or
      interests in equipment owned by the equity investments to be paid to IMI in
      an
      amount 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, and (c) 7% of the
      gross lease revenues attributable to equipment for which IMI provides both
      management and additional services relating to the continued and active
      operation of program equipment, such as on-going marketing and re-leasing of
      equipment, hiring or arranging for the hiring of crew or operating personnel
      for
      equipment, and similar services.





As
      part
      of the settlement of litigation against the General Partner and its affiliates
      in a prior year, Partnership management fees were reduced 25% for the period
      January 1, 2002 through June 30, 2004.








**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO FINANCIAL STATEMENTS**





3.  Transactions
      with General Partner and Affiliates (continued)





The
      General Partner is entitled to 5% of cash available for distribution.





The
      General Partner can earn a subordinated incentive fees equal to 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 does not anticipate that
      the
      conditions to earn this fee will be met.





PLM
      Transportation Equipment Corp. (TEC), a subsidiary of the General Partner,
      will
      also be entitled to receive an equipment liquidation fee equal to the lesser
      of
      (i) 3% of the sales price of equipment sold on behalf of the Partnership or
      (ii)
      50% of the "Competitive Equipment Sale Commission," as defined in the agreement,
      if certain conditions are met. The General Partner does not anticipate that
      the
      conditions required to earn this fee will be met.





The
      Partnership had equity investments in affiliated entities that own equipment
      and
      other assets during 2005 and 2004. (see Note 6 to the financial
      statements)





During
      2004, the Partnership, two affiliated programs and a non-affiliated third party
      formed two investment entities which each purchased two commercial aircraft.
      The
      Partnership's net investment in these entities was $5.7 million. In addition,
      the Partnership, two affiliated programs and a non-affiliated third party also
      formed a tenancy-in-common which purchased certain machinery and other equipment
      used in hospitals. The Partnership's net investment in this entity was $3.8
      million. (see Note 6 to the financial statements)





The
      balance due to affiliates as of December 31, 2005 and 2004 of $19,000 and
      $18,000, respectively, is due to FSI for management fees.





During
      the years ended December 31, 2005 and 2004, the Partnership incurred
      acquisition, lease negotiation, debt placement, and management fees and the
      Partnership reimbursed FSI or its affiliates for data processing and
      administrative expenses. The components of these fees and expenses incurred
      to
      FSI or its affiliates were as follows (in thousands of dollars):





Owned
                Equipment
            
            Equity
                InvestmentsFor
                the year ended December 31,
            
            2005
            
            2004
            
            2005
            
            2004Acquisition
                fees
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            1,243Lease
                negotiation fees
            
            
            --
            
            
            --
            
            
            --
            
            
            276Debt
                placement fee
            
            
            --
            
            
            --
            
            
            --
            
            
            212Management
                fees
            
            
            37
            
            
            104
            
            
            315
            
            
            186Data
                processing and administrativeexpenses
            
            
            56
            
            
            229
            
            
            53
            
            
            27











**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO FINANCIAL STATEMENTS**





4.  Equipment





The
      components of owned equipment were as follows as of December 31, (in thousands
      of dollars):





2005
            
            2004Aircraft
            
            $
            19,393
            
            $
            24,937Less
                accumulated depreciation
            
            
            (19,337
            )
            
            (24,869
            )Net equipment
            
            $
            56
            
            $
            68





Equipment
      held for operating leases is stated at cost less depreciation and any reductions
      to the carrying value.





As
      of
      December 31, 2005, all owned equipment in the Partnership’s equipment portfolio
      was on lease except for one aircraft with a net book value of $-0-. The aircraft
      that is off-lease at December 31, 2005, is in the process of being sold for
      parts. As of December 31, 2004, all owned equipment in the Partnership’s
      equipment portfolio was on lease except for two aircraft with a net book value
      of $-0-.





During
      2005, the Partnership disposed of a commercial aircraft and parts from a
      commercial aircraft with an aggregate net book value of $-0- for proceeds of
      $0.7 million and reversed $0.5 million of unused engine reserves related to
      the
      sold commercial aircraft which resulted in a gain on disposition of $1.2
      million.





During
      2004, the Partnership disposed of two commercial aircraft and parts from a
      commercial aircraft with an aggregate net book value of $1.5 million for
      proceeds of $2.1 million, which resulted in a gain on disposition of $0.6
      million.





Future
      minimum rentals under non-cancelable operating leases, as of December 31, 2005,
      for owned equipment held for operating leases during each of the next five
      years
      and thereafter is approximately $1.0 million in 2006; $0.5 million in 2007
      and
      none thereafter.





5.  Equity
      Investment in Affiliated Entities





The
      Partnership owns assets jointly with affiliated programs and a non-affiliated
      third party. The accounting policies followed by the entities in which the
      Partnership has an equity investment are substantially the same as the
      Partnership's accounting policies.





Ownership
      interest is based on the Partnership’s contribution towards the cost of the
      assets in the equity investments. The Partnership’s proportional share of equity
      and income (loss) in each entity is not necessarily the same as its ownership
      interest. The primary reason for this is that certain fees such as management
      fees, acquisition fees, and lease and re-lease negotiation fees vary among
      the
      owners of the equity investments. The Partnership’s investment in equity
      investments includes acquisition fees, lease negotiation fees, and debt
      placement fees paid by the Partnership to the General Partner or its affiliates.
      The Partnership’s equity interest in the net income (loss) of equity investments
      is reflected net of management fees paid or payable and the amortization of
      acquisition fees, lease negotiation fees, and debt placement fees.








**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO FINANCIAL STATEMENTS**





5.  Equity
      Investment in Affiliated Entities (continued)





The
      tables below set forth 100% of the assets, liabilities, and equity of the
      entities in which the Partnership has an interest and the Partnership’s
      proportional share of equity in each entity (in thousands of
      dollars):


Lion
            
            PLM
                CAL I
            
            PLM
                CAL IIAs
                of December 31, 2005
            
            
            Partnership1
            
            
            LLC2
            
            
            LLC3
            
            
            CFHS4
            
            
            Total





AssetsEquipment
                less accumulated depreciation
            
            $
            3,901
            
            $
            24,568
            
            $
            24,535
            
            $
            13,446Cash
                and cash equivalents
            
            
            --
            
            
            1,877
            
            
            1,878
            
            
            112Accounts
                receivable
            
            
            2,739
            
            
            47
            
            
            16
            
            
            2,540
            7Other
                assets
            
            
            491
            
            
            477
            
            
            477
            
            
            79Total assets
            
            $
            7,131
            
            $
            26,969
            
            $
            26,906
            
            $
            16,177LiabilitiesAccounts
                payable
            
            $
            123
            
            $
            447
            
            $
            446
            
            $
            --Due
                to affiliates
            
            
            166
            
            
            6
            
            
            6
            
            
            98Reserve
                for repairs
            
            
            628
            
            
            --
            
            
            --
            
            
            --Notes
                payable
            
            
            --
            
            
            23,937
            
            
            23,919
            
            
            --Total liabilities
            
            
            917
            
            
            24,390
            
            
            24,371
            
            
            98Equity
            
            
            6,214
            
            
            2,579
            
            
            2,535
            
            
            16,079Total liabilities and equity
            
            $
            7,131
            
            $
            26,969
            
            $
            26,906
            
            $
            16,177Partnership’s
                share of equity
            
            $
            2,952
            
            $
            1,049
            
            $
            1,030
            
            $
            3,012
            
            $
            8,043





Aero
            
            PLMLion
            
            California
            
            WorldwideAs
                of December 31, 2004
            
            
            Partnership1
            
            
            Trust5
            
            
            Leasing
                Corp.6





AssetsEquipment
                less accumulated depreciation
            
            $
            5,015
            
            $
            --
            
            $
            --Cash
                and cash equivalents
            
            
            --
            
            
            34
            
            
            140Accounts
                and note receivables
            
            
            1,318
            
            
            --
            
            
            2,228Due
                from affiliate
            
            
            --
            
            
            --
            
            
            4Finance
                lease receivable
            
            
            --
            
            
            191
            
            
            --Other
                assets
            
            
            544
            
            
            2
            
            
            --Total assets
            
            $
            6,877
            
            $
            227
            
            $
            2,372LiabilitiesAccounts
                payable
            
            $
            133
            
            $
            34
            
            $
            2,205Due
                to affiliates
            
            
            111
            
            
            2
            
            
            --Reserve
                for repairs
            
            
            260
            
            
            --
            
            
            --Total
                liabilities
            
            
            504
            
            
            36
            
            
            2,205Equity
            
            
            6,373
            
            
            191
            
            
            167Total liabilities and equity
            
            $
            6,877
            
            $
            227
            
            $
            2,372Partnership’s
                share of equity
            
            $
            3,035
            
            $
            48
            
            $
            42




1
            The
                Partnership owns a 48% interest in the Lion Partnership that was
                formed in
                1997 that owns a product tanker.


2
            The
                Partnership owns a 40% interest in the PLM CAL I LLC that was formed
                in
                the third quarter of 2004 that owns two Boeing 737-500 stage III
                commercial aircraft.


3
            The
                Partnership owns a 40% interest in the PLM CAL II LLC that was formed
                in
                the fourth quarter of 2004 that owns two Boeing 737-500 stage III
                commercial aircraft.


4
            The
                Partnership owns a 19% interest in CFHS that was formed in the third
                quarter of 2004 that owns various types of machinery and other
                equipment.


5  The
      Partnership owned a 25% interest in the Aero California Trust that was formed
      in
      1996 and dissolved in 2005 that owned two stage III commercial aircraft that
      were on a direct finance lease.


6
            The
                Partnership owned a 25% interest in PLM Worldwide Leasing Corp. that
                was
                formed in 1995 and dissolved in 2005 that owned aircraft related
                assets.


7.
            CFHS
                accounts receivable represents unpaid lease payments since inception.
                The
                accounts receivable is not due until the end of the existing lease
                in
                November 2006 unless the lessee extends the lease in accordance with
                the
                lease agreement, in which case, the lessee can remain up to two years
                in
                arrears of its lease payments.







**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO FINANCIAL STATEMENTS**





5.  Equity
      Investment in Affiliated Entities (continued)


PLM
                CAL I
            
            
            PLM
                CAL IIAs
              of December 31, 2004 (continued)
            
            
            LLC2
            
            
            LLC3
            
            
            CFHS4AssetsEquipment
                less accumulated depreciation
            
            $
            29,482
            
            $
            29,442
            
            $
            18,900Cash
                and cash equivalents
            
            
            1,897
            
            
            1,897
            
            
            125Accounts
                receivable
            
            
            --
            
            
            --
            
            
            260Other
                assets
            
            
            543
            
            
            542
            
            
            167Total assets
            
            $
            31,922
            
            $
            31,881
            
            $
            19,452LiabilitiesAccounts
                payable
            
            
            480
            
            
            480
            
            
            2Due
                to affiliates
            
            
            6
            
            
            6
            
            
            9Notes
                payable
            
            
            25,744
            
            
            25,716
            
            
            --Lessee
                deposits and reserve for repairs
            
            
            199
            
            
            203
            
            
            --Total liabilities
            
            
            26,429
            
            
            26,405
            
            
            11Equity
            
            
            5,493
            
            
            5,476
            
            
            19,441Total liabilities and equity
            
            $
            31,922
            
            $
            31,881
            
            $
            19,452Partnership’s
                share of equity
            
            $
            2,225
            
            $
            2,219
            
            $
            3,645
            
            $
            11,214





The
      tables below set forth 100% of the lease revenues and interest and other income,
      depreciation and amortization expense, interest expense, operations support
      and
      administrative expenses, and net income (loss) of the entities in which the
      Partnership has an interest, and the Partnership‘s proportional share of income
      (loss) in each entity for the year ended December 31, 2005 and 2004 (in
      thousands of dollars):


For
                the year ended
            
            
            Lion
            
            
            PLM
                CAL IDecember 31, 2005
            
            
            Partnership1
            
            
            LLC2





Lease
                revenues and interest and other income
            
            $
            9,712
            
            $
            3,949Less:
                Depreciation and amortization expense
            
            
            1,115
            
            
            4,941Interest expense
            
            
            --
            
            
            1,858Operations support
            
            
            5,242
            
            
            --General and administrative expenses
            
            
            826
            
            
            105Net income (loss)
            
            $
            2,529
            
            $
            (2,955
            )Partnership’s
                share of net income (loss)
            
            $
            1,184
            
            $
            (1,196
            )




For
                the year ended
            
            
            PLM
                CAL II
            
            
            
            
            
            PLM
              WorldwideDecember 31, 2005 (continued)
            
            
            LLC3
            
            
            CFHS4
            
            
            Leasing
                Corp5
            
            
            Total





Lease
                revenues and interest and other income
            
            $
            3,911
            
            $
            2,283
            
            $
            601Less:
                Depreciation and amortization expense
            
            
            4,934
            
            
            5,541
            
            
            --Interest
                expense
            
            
            1,856
            
            
            --
            
            
            --General
                and administrative expenses
            
            
            104
            
            
            120
            
            
            590Net (loss) income
            
            $
            (2,983
            )
            $
            (3,378
            )
            $
            11Partnership’s
                share of net (loss) income
            
            $
            (1,207
            )
            $
            (637
            )
            $
            2
            
            $
            (1,854
            )




1
            The
                Partnership owns a 48% interest in the Lion Partnership that was
                formed in
                1997 that owns a product tanker.


2
            The
                Partnership owns a 40% interest in the PLM CAL I LLC that was formed
                in
                the third quarter of 2004 that owns two Boeing 737-500 stage III
                commercial aircraft.


3
            The
                Partnership owns a 40% interest in the PLM CAL II LLC that was formed
                in
                the fourth quarter of 2004 that owns two Boeing 737-500 stage III
                commercial aircraft.


4
            The
                Partnership owns a 19% interest in CFHS that was formed in the third
                quarter of 2004 that owns various types of machinery and other
                equipment.


5
            The
                Partnership owned a 25% interest in PLM Worldwide Leasing Corp. that
                was
                formed in 1995 and dissolved in 2005 that owned aircraft related
                assets.







**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO FINANCIAL STATEMENTS**





5.  Equity
      Investment in Affiliated Entities (continued)




For
                  the year ended
              
              Lion
              
              PLM
                  CAL I
              
              PLM
                  CAL IIDecember 31, 2004
              
              Partnership1
              
              LLC2
              
              LLC3
              
              CFHS4Lease
                  revenues and interest and other income
              
              $
              7,218
              
              $
              1,372
              
              $
              1,354
              
              $
              260Less:
                  Depreciation and amortization expense
              
              
              1,115
              
              
              2,210
              
              
              2,206
              
              
              979Interest expense
              
              
              --
              
              
              683
              
              
              682
              
              
              --Operations support
              
              
              4,434
              
              
              --
              
              
              --
              
              
              --General and administrative expenses
              
              
              415
              
              
              65
              
              
              65
              
              
              21Net income (loss)
              
              $
              1,254
              
              $
              (1,586
              )
              $
              (1,599
              )
              $
              (740
              )Partnership’s
                  share of net Income (loss)
              
              $
              582
              
              $
              (631
              )
              $
              (636
              )
              $
              (139
              )


Aero
            
            
            
            PLMFor
                the year ended
            
            California
            
            Clement
            
            WorldwideDecember 31, 2004 (continued)
            
            Trust5
            
            Partnership6
            
            Leasing
                Corp.7
            
            TotalLease
                revenues and interest and other income
            
            $
            495
            
            $
            --Less:
                Depreciation and amortization expense
            
            
            49
            
            
            --Operations support
            
            
            26
            
            
            25General and administrative expenses
            
            
            25
            
            
            29Net income
            
            $
            395
            
            $
            54Partnership’s
                share of net income (loss)
            
            $
            99
            
            $
            26
            
            $
            42
            
            $
            (657
            )





As
      of
      December 31, 2005 and 2004, all equipment owned by the Partnership’s equity
      investments were on lease.





In
      the
      first quarter of 2005, the lessee of the two stage III commercial aircraft
      on a
      direct finance lease in which the Partnership had an interest, exercised its
      purchase option for these aircraft in accordance with the lease agreement.
      The
      aircraft were sold for their net book value and the trust that had owned these
      aircraft was dissolved.





During
      2004, the Partnership, with two affiliated entities and a non-affiliated third
      party, formed two new entities, PLM CAL I LLC (CAL I) and PLM CAL II LLC (CAL
      II). The Partnership contributed a total of $22.8 million to these entities
      and
      owns a 40.4% interest in CAL I and CAL II. CAL I and CAL II each own two Boeing
      737-500 stage III commercial aircraft. CAL I and CAL II each assumed two loans
      totaling $25.7 million that bear an interest rate of 7.46% and 7.42%. The loans
      are non-recourse to the Partnership and are collateralized by the aircraft
      and
      future lease payments. CAL I and CAL II distributed a total of $17.2 million
      as
      a non-operating cash distribution to the Partnership during 2004. No similar
      distributions were paid during 2005.





The
      Partnership's proportional share of acquisition, lease negotiation and debt
      placement fees paid by CAL I and CAL II to an affiliate of the General Partner
      totaled $1.5 million.




1
            The
                Partnership owns a 48% interest in the Lion Partnership that was
                formed in
                1997 that owns a product tanker.


2
            The
                Partnership owns a 40% interest in the PLM CAL I LLC that was formed
                in
                the third quarter of 2004 that owns two Boeing 737-500 stage III
                commercial aircraft.


3
            The
                Partnership owns a 40% interest in the PLM CAL II LLC that was formed
                in
                the fourth quarter of 2004 that owns two Boeing 737-500 stage III
                commercial aircraft.


4
            The
                Partnership owns a 19% interest in CFHS that was formed in the third
                quarter of 2004 that owns various types of machinery and other
                equipment.


5  
      The Partnership owned a 25% interest in the Aero California Trust that was
      formed in 1996 and dissolved in 2005 that owned two stage III commercial
      aircraft that were on a direct finance lease.


6
            The
                Partnership owned a 50% interest in the Clement Partnership that
                was
                formed in 1991 and dissolved in 2004 that owned a product tanker
                which was
                sold during 2003.


7
            The
                Partnership owned a 25% interest in PLM Worldwide Leasing Corp. that
                was
                formed in 1995 and dissolved in 2005 that owned aircraft related
                assets.







**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO FINANCIAL STATEMENTS**





5.  Equity
      Investment in Affiliated Entities (continued)





Additionally
      during 2004, the Partnership, two affiliated programs and a non-affiliated
      third
      party formed a tenancy-in-common (CFHS) that purchased and subsequently leased
      machinery and other equipment used in three hospitals. The Partnership
      contributed $3.8 million to this entity and owns a 19% interest in this entity.





The
      Partnership's proportional share of acquisition and lease negotiation fees
      paid
      by CFHS to an affiliate of the General Partner totaled $0.2 million.





The
      Partnership did not make any equity investments in 2005.





All
      leased equipment owned by entities in which the Partnership has an equity
      interest is accounted for as operating leases, except for the two jointly owned
      commercial aircraft on a direct finance lease that were sold in 2005. The
      Partnership’s proportionate share of future minimum rentals under non-cancelable
      leases as of December 31, 2005, for jointly owned equipment during each of
      the
      next five years are $2.7 million in 2006, $2.5 million in 2007, $2.6 million
      in
      2008, $3.3 million in 2009, $3.7 million in 2010, and $24.4 million thereafter.
      The Partnership’s proportionate share of per diem and short-term rentals
      consisting of utilization rate lease payments included in jointly owned lease
      revenues amounted to $4.6 million in 2005 and $3.4 million in 2004.





PLM
      Worldwide Leasing Corp. was dissolved during the fourth quarter of 2005.




6.
Operating
        Segments




The
      Partnership operates or operated in four operating segments: aircraft leasing,
      marine vessel leasing, trailer leasing and machinery and other equipment
      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
      accounting policies of the Partnership’s operating segments are the same as
      described in Note 1, Basis of Presentation. There were no intersegment revenues
      for the years ended December 31, 2005 and 2004.








**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO FINANCIAL STATEMENTS**





6.
Operating
      Segments(continued)


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





Marine
            
            
            
            
            
            MachineryFor
                the year ended
            
            Vessel
            
            Aircraft
            
            Trailer
            
            And
                OtherDecember 31, 2005
            
            Leasing
            
            Leasing
            
            Leasing
            
            Equipment
            
            Other1
            
            TotalRevenuesLease
                revenue
            
            $
            18
            
            $
            957
            
            $
            --
            
            $
            --
            
            $
            --
            
            $
            975Interest
                and other income
            
            
            --
            
            
            28
            
            
            8
            
            
            --
            
            
            306
            
            
            342Gain
                on disposition of equipment
            
            
            --
            
            
            1,197
            
            
            --
            
            
            --
            
            
            --
            
            
            1,197Total revenues
            
            
            18
            
            
            2,182
            
            
            8
            
            
            --
            
            
            306
            
            
            2,514ExpensesDepreciation
                and amortization
            
            
            --
            
            
            15
            
            
            --
            
            
            --
            
            
            --
            
            
            15Operations
                support
            
            
            --
            
            
            10
            
            
            --
            
            
            --
            
            
            --
            
            
            10Management
                fees to affiliate
            
            
            1
            
            
            27
            
            
            9
            
            
            --
            
            
            --
            
            
            37General
                and administrative expenses
            
            
            --
            
            
            53
            
            
            --
            
            
            --
            
            
            597
            
            
            650Total expenses
            
            
            1
            
            
            105
            
            
            9
            
            
            --
            
            
            597
            
            
            712Equity
                in net income (loss) of equityinvestments
            
            
            1,185
            
            
            (2,402
            )
            
            --
            
            
            (637
            )
            
            --
            
            
            (1,854
            )Income
                (loss) from continuing operations
            
            $
            1,202
            
            $
            (325
            )
            $
            (1
            )
            $
            (637
            )
            $
            (291
            )
            $
            (52
            )Total
                assets as of December 31, 2005
            
            $
            2,952
            
            $
            2,327
            
            $
            --
            
            $
            3,012
            
            $
            2,097
            
            $
            10,388








Marine
            
            
            
            
            
            MachineryFor
                the year ended
            
            Vessel
            
            Aircraft
            
            Trailer
            
            And
                OtherDecember
                31, 2004
            
            Leasing
            
            Leasing
            
            Leasing
            
            Equipment
            
            Other1
            
            TotalRevenuesLease
                revenue
            
            $
            --
            
            $
            1,053
            
            $
            26
            
            $
            --
            
            $
            --
            
            $
            1,079Interest
                and other income
            
            
            --
            
            
            912
            
            
            17
            
            
            --
            
            
            111
            
            
            1,040Gain
                on disposition of equipment
            
            
            --
            
            
            649
            
            
            --
            
            
            --
            
            
            --
            
            
            649Total revenues
            
            
            --
            
            
            2,614
            
            
            43
            
            
            --
            
            
            111
            
            
            2,768ExpensesDepreciation
                and amortization
            
            
            --
            
            
            551
            
            
            --
            
            
            --
            
            
            4
            
            
            555Operations
                support
            
            
            --
            
            
            102
            
            
            11
            
            
            --
            
            
            --
            
            
            113Management
                fees to affiliate
            
            
            --
            
            
            88
            
            
            16
            
            
            --
            
            
            --
            
            
            104General
                and administrative expenses
            
            
            3
            
            
            684
            
            
            13
            
            
            --
            
            
            895
            
            
            1,595Recovery
                of bad debts
            
            
            --
            
            
            (1,296
            )
            
            --
            
            
            --
            
            
            --
            
            
            (1,296
            )Total expenses
            
            
            3
            
            
            129
            
            
            40
            
            
            --
            
            
            899
            
            
            1,071Equity
                in net income (loss) of equityinvestments
            
            
            608
            
            
            (1,126
            )
            
            --
            
            
            (139
            )
            
            --
            
            
            (657
            )Income
                (loss) from continuing operations
            
            $
            605
            
            $
            1,359
            
            $
            3
            
            $
            (139
            )
            $
            (788
            )
            $
            1,040Investments
                in equity investments
            
            $
            --
            
            $
            22,878
            
            $
            --
            
            $
            3,783
            
            $
            --
            
            $
            26,661Total
                assets as of December 31, 2004
            
            $
            3,035
            
            $
            5,539
            
            $
            184
            
            $
            3,645
            
            $
            18,162
            
            $
            30,565






1
            Includes
                certain assets not identifiable to a specific segment such as cash
                and
                certain other assets and assets held for sale. Also includes certain
                interest income and costs not identifiable to a particular segment,
                such
                as certain amortization and general and administrative
                expenses.










**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO FINANCIAL STATEMENTS**





7.
Geographic
      Information


The
      Partnership owns equipment that is leased and operated internationally. All
      of
      the Partnership's leasing transactions are denominated in United States dollars.
      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, trailers and machinery and other
      equipment to lessees domiciled in four geographic regions: United States,
      Canada, South America, and Central America. The marine vessel is leased to
      multiple lessees in different regions that move the equipment on a regular
      basis
      to locations throughout the world.





The
      table
      below sets forth operating lease revenues by geographic region for the
      Partnership's owned equipment grouped by domicile of the lessee for the years
      ended December 31 (in thousands of dollars):


Owned
                EquipmentRegion
            
            2005
            
            2004United
                States
            
            $
            --
            
            $
            27Canada
            
            
            357
            
            
            363South
                America
            
            
            --
            
            
            89Central
                America
            
            
            600
            
            
            600Rest
                of the world
            
            
            18
            
            
            --Lease
                revenues
            
            $
            975
            
            $
            1,079





The
      following table sets forth net income (loss) information from continuing
      operation by region for the owned equipment and equity investments in affiliated
      entities for the years ended December 31 (in thousands of dollars):





Owned
                Equipment
            
            Equity
                InvestmentsRegion
            
            2005
            
            2004
            
            2005
            
            2004United
                States
            
            $
            189
            
            $
            275
            
            $
            (3,038
            )
            $
            (1,364
            )Canada
            
            
            348
            
            
            (19
            )
            
            --
            
            
            --South
                America
            
            
            979
            
            
            2,113
            
            
            --
            
            
            --Central
                America
            
            
            559
            
            
            119
            
            
            --
            
            
            99Rest
                of the world
            
            
            18
            
            
            (3
            )
            
            1,184
            
            
            608Regional
                income (loss)
            
            
            2,093
            
            
            2,485
            
            
            (1,854
            )
            
            (657
            )Administrative
                and other
            
            
            (291
            )
            
            (788
            )
            
            --
            
            
            --Income
                (loss) from continuing operations
            
            $
            1,802
            
            $
            1,697
            
            $
            (1,854
            )
            $
            (657
            )





The
      net
      book value of owned equipment under operating lease and equity investments
      in
      affiliated entities as of December 31 are as follows (in thousands of
      dollars):





Owned
                Equipment
            
            Equity
                InvestmentsRegion
            
            2005
            
            2004
            
            2005
            
            2004United
                States
            
            $
            --
            
            $
            --
            
            $
            5,091
            
            $
            8,131Canada
            
            
            --
            
            
            --
            
            
            --
            
            
            --Central
                America
            
            
            56
            
            
            68
            
            
            --
            
            
            48Rest
                of the world
            
            
            --
            
            
            --
            
            
            2,952
            
            
            3,035Net
                book value
            
            $
            56
            
            $
            68
            
            $
            8,043
            
            $
            11,214











**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO FINANCIAL STATEMENTS**





8.  Basic
      Earnings (Loss) Per Weighted-Average Limited Partnership Unit





Basic
      earnings or loss per weighted-average limited partnership unit was computed
      by
      dividing income (loss) from continuing operations, loss from operation of
      discontinued operations and the gain on disposition of discontinued operations
      attributable to limited partners by the weighted-average number of limited
      partnership units deemed outstanding during the year. The weighted-average
      number of limited partnership units deemed outstanding during the year ended
      December 31, 2005 and 2004 was 8,478,448.





All
      special allocations of income to the General Partner are included in the
      calculation of basic earnings (loss) from continuing operations.





Basic
      earning or loss per weighted average limited partnership unit from continuing
      operations, operation of discontinued operations, gain on disposition of
      discontinued operations and any special allocations to the limited partners
      are
      based on the following for the years ended December 31 (in thousands of dollars,
      except weighted-average limited partnership unit amounts):





2005
            
            2004Attributable
                to limited partners:Basic
                (loss) income from continuing operations
            
            $
            (52
            )
            $
            1,040Special
                allocation of loss
            
            
            (1,134
            )
            
            --(Loss)
                income from continuing operationsattributable to limited partners
            
            
            (1,186
            )
            
            1,040Loss
                from operation of discontinued operations
            
            
            (579
            )
            
            (415
            )Gain
                on disposition of discontinued operations
            
            
            4,678
            
            
            --Net
                income
            
            $
            2,913
            
            $
            625Weighted
                average limited partnership units outstanding
            
            
            8,478,448
            
            
            8,478,448Basic
                earnings per weighted average limited
              partnership unit:(Loss)
                income from continuing operations
            
            $
            (0.14
            )
            $
            0.12Loss
                from operation of discontinued operations
            
            
            (0.07
            )
            
            (0.05
            )Gain
                on disposition of discontinued operations
            
            
            0.55
            
            
            --Net
                income per weighted average limitedpartnership unit
            
            $
            0.34
            
            $
            0.07





9.  Accounts
      and Other Receivable





Accounts
      and other receivable represent balances due from current or former lessees
      for
      unpaid balances incurred from leasing Partnership owned equipment. The
      components of accounts and notes receivable as of December 31 were as follows
      (in thousands of dollars):





2005
            
            2004Trade
                accounts receivables
            
            $
            214
            
            $
            22Other
                receivables
            
            
            --
            
            
            937$
            214
            
            $
            959





At
      December 31, 2004, the balance in other receivable was due from a former
      aircraft lessee for past due lease payments and in settlement for returning
      aircraft in a condition not in accordance with the lease agreement. During
      2005,
      $0.7 million of the other receivable was paid with the remaining balance of
      $0.2
      million being offset against a security deposit from the lessee.








**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO FINANCIAL STATEMENTS**





10.  Other
      Assets





The
      components of the other assets as of December 31 are as follows (in thousands
      of
      dollars):





2005
            
            2004Prepaid
                expenses and deposits
            
            $
            137
            
            $
            52Finance
                lease receivable
            
            
            --
            
            
            162$
            137
            
            $
            214





In
      the
      fourth quarter of 2005, the lessee prepaid the outstanding balance on the
      finance lease receivable.





11.  Concentrations
      of Credit Risk





For
      the
      years ended December 31, 2005 and 2004, the Partnership’s customers that
      accounted for 10% or more of the total revenues for the owned equipment and
      jointly owned equipment were Continental Airlines, Inc. (29% in 2005 and 15%
      in
      2004) and Varig South America (13% in 2004), both of which are in the aircraft
      leasing segment.





As
      of
      December 31, 2005 and 2004, the Partnership’s customers that accounted for 10%
      or more of the total accounts and other receivables for the owned equipment
      and
      jointly owned equipment were Varig South America (56% in 2004) which was in
      the
      aircraft leasing segment, Stena Bulk LLC (65% in 2005 and 37% in 2004) which
      is
      in the marine vessel leasing segment and CHFS Leasing (24% in 2005) which is
      in
      the machinery and other equipment leasing segment. CFHS trade accounts
      receivable is fully payable at the end of the existing lease which is scheduled
      to expire in November 2006 unless the existing lessee extends the lease in
      accordance with the lease agreement, in which case, the lessee can remain up
      to
      two years in arrears of its lease payments.





As
      of
      December 31, 2005 and 2004, the General Partner believes the Partnership had
      no
      other significant concentrations of credit risk that could have a material
      adverse effect on the Partnership.





12.  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, 2005 and 2004, the financial statement carrying amount of assets
      and liabilities was approximately $22.9 million and $23.9 million, respectively,
      lower than the federal income tax basis of such assets and liabilities and
      the
      Partnership's income was approximately $1.5 million and $5.3 million,
      respectively, higher than the federal income tax basis. These differences are
      primarily due to the tax treatment of depreciation, equipment reserves,
      provisions for bad debts, lessees’ prepaid deposits, and of underwriting
      commissions and syndication costs.





To
      prevent the limited partnership units from being considered publicly traded
      and
      thereby to avoid taxation of the Partnership as an association treated as a
      corporation under the Internal Revenue Code, the limited partnership units
      will
      not be transferable without the consent of the General Partner, which may be
      withheld in its absolute discretion. The General Partner monitors transfers
      of
      limited partnership units in an effort to ensure that they do not exceed the
      percentage or number permitted by certain safe harbors promulgated by the
      Internal Revenue Service. Effective January 1, 2006, the percentage of
      Partnership units that may be traded in any calendar year has been reduced
      from
      five percent to two percent to comply with Internal Revenue Service regulations.
      A transfer may be prohibited if the intended transferee is not a 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.








**PLM
      EQUIPMENT GROWTH FUND V**


**(A
      Limited Partnership)**


**NOTES
      TO FINANCIAL STATEMENTS**





13.  Contingencies





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








**PLM
      EQUIPMENT GROWTH FUND V**





**INDEX
      OF EXHIBITS**




Exhibit
            
            Page4.
            
            Amended
                and Restated Limited Partnership Agreement of Partnership.
            *4.
            1
            First
                Amendment to the Amended and Restated Limited Partnership
                Agreement.
            *4.
            2
            Second
                Amendment to the Amended and Restated Limited Partnership
                Agreement.
            *10.
            1
            Management
                Agreement between the Partnership and PLM Investment Management,
                Inc.
            *10.
            2
            Settlement
                Agreement between PLM Worldwide Leasing Corp. and Varig S.A.
                dated October 11, 2002.
            *10.
            3
            PLM
                CAL I LLC operating agreement dated June 4, 2004.
            *10.
            4
            PLM
                CAL II LLC operating agreement dated June 4, 2004.
            *10.
            5
            PLM
                CAL I LLC equipment purchase agreement dated August 26,
                2004.
            *10.
            6
            PLM
                CAL II LLC equipment purchase agreement dated August 26,
                2004.
            *10.
            7
            Trust
                Indenture and Mortgage 645 between First Security Bank, National
                Association and Wilmington Trust Company assumed by PLM CAL
                I.
            *10.
            8
            Trust
                Indenture and Mortgage 646 between First Security Bank, National
                Association and Wilmington Trust Company assumed by PLM CAL
                I.
            *10.
            9
            Trust
                Indenture and Mortgage 647 between First Security Bank, National
                Association and Wilmington Trust Company assumed by PLM CAL
                II.
            *10.
            10
            Trust
                Indenture and Mortgage 648 between First Security Bank, National
                Association and Wilmington Trust Company assumed by PLM CAL
                II.
            *10.
            11
            Trust
                Indenture and Mortgage 645 Supplement between First Security Bank,
                National Association and Wilmington Trust Company assumed by PLM
                CAL
                I.
            *10.
            12
            Trust
                Indenture and Mortgage 646 Supplement between First Security Bank,
                National Association and Wilmington Trust Company assumed by PLM
                CAL
                I.
            *10.
            13
            Trust
                Indenture and Mortgage 647 Supplement between First Security Bank,
                National Association and Wilmington Trust Company assumed by PLM
                CAL
                II.
            *10.
            14
            Trust
                Indenture and Mortgage 648 Supplement between First Security Bank,
                National Association and Wilmington Trust Company assumed by PLM
                CAL
                II.
            *10.
            15
            Modification
                of Settlement Agreement between PLM Worldwide Leasing Corp. and Varig
                S.A.
                dated September 24, 2004.
            *10.
            16
            Amended
                and Restated Loan and Security Agreement by and between MILPI Holdings
                LLC
                and LaSalle National Bank Association dated July 15, 2005.
            *10.
            17
            Asset
                Purchase Agreement dated as of August 4, 2005.
            *14.
            
            PLM
                Financial Services Inc. Code of Ethics.
            *31.
            1
            Certificate
                of President of the General Partner pursuant to Section 302 of Sarbanes
                -
                Oxley Act of 2002.
            4831.
            2
            Certificate
                of Chief Financial Officer of the General Partner pursuant to Section
                302
                of Sarbanes - Oxley Act of 2002.
            4932.
            1
            Certificate
                of President of the General Partner pursuant to Section 906 of Sarbanes
                -
                Oxley Act of 2002.
            5032.
            2
            Certificate
                of Chief Financial Officer of the General Partner pursuant to Section
                906
                of Sarbanes - Oxley Act of 2002.
            51


* Incorporated by reference. See page 19-21 of this
      report.