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



     [X]    ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)  OF  THE
            SECURITIES  EXCHANGE  ACT  OF  1934
            FOR  THE  FISCAL  YEAR  ENDED  DECEMBER  31,  2002.

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

                         COMMISSION FILE NUMBER 01-19203
                             _______________________



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


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

             235 3RD STREET SOUTH, SUITE 200
                   ST. PETERSBURG, FL                      33701
         (Address of principal executive offices)        (Zip code)



        Registrant's telephone number, including area code (727) 803-1800
                             _______________________


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

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

An  index  of  exhibits  filed  with  this  Form  10-K  is  located  on page 27.

Total  number  of  pages  in  this  report:  74.

<PAGE>

                                     PART I

ITEM  1.     BUSINESS
             --------

(A)     Background

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

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

The  Partnership's  primary  objectives  are:

     (1)     to  maintain  a diversified portfolio of low-obsolescence equipment
with  long  lives  and  high  residual  values which were purchased with the net
proceeds  of  the  initial Partnership offering, supplemented by debt financing,
and  surplus  operating  cash  during  the  investment phase of the Partnership;

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

     (3)     to increase the Partnership's revenue base by reinvesting a portion
of  its  operating cash flow in additional equipment during the investment phase
of  the  Partnership's  operation  in  order  to grow the size of its portfolio.
Since  net  income  and  distributions  are  affected  by  a variety of factors,
including  purchase  prices,  lease rates, and costs and expenses, growth in the
size  of the Partnership's portfolio does not necessarily mean that in all cases
the  Partnership's aggregate net income and distributions will increase upon the
reinvestment  of  operating  cash  flow;  and

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

The  offering  of  units  of the Partnership closed on December 23, 1991.  As of
December  31, 2002, there were 8,478,448 units outstanding.  The General Partner
contributed  $100  for  its  5%  general  partner  interest  in the Partnership.

The  Partnership  is  currently  in  its  investment  phase  during  which  the
Partnership  uses  cash  generated  from  operations  and  proceeds  from  asset
dispositions  to  purchase  additional  equipment.  The General Partner believes
these acquisitions may cause the Partnership to generate additional earnings and
cash  flow  for  the  Partnership.

The  Partnership  may  reinvest  its  cash  flow,  surplus  cash  and  equipment
disposition  proceeds in additional equipment, consistent with the objectives of
the  Partnership,  until  December  31, 2004.  The Partnership will terminate on
December  31,  2010,  unless  terminated  earlier  upon  the  sale of all of the
equipment  or  by  certain  other  events.

<PAGE>
Table  1,  below,  lists the equipment and the original cost of equipment in the
Partnership's  portfolio  and  the Partnership's proportional share of equipment
owned  by  unconsolidated  special-purpose  entities as of December 31, 2002 (in
thousands  of  dollars):

                                     TABLE 1
                                     -------
<TABLE>
<CAPTION>

<S>         <C>                                  <C>                      <C>
Units.  Type                                     Manufacturer            Cost
------------------------------------------------------------------------------
Owned equipment held for operating leases:

3. . . .737-200 Stage II commercial aircraft     Boeing               $ 16,049
2. . . .737-200A Stage III commercial aircraft   Boeing                 12,920
1. .    DC-9-32 Stage III commercial aircraft    McDonnell Douglas      12,827
2. . .  DHC-8-102 commuter aircraft              DeHavilland             7,628
1. . .  DHC-8-300 commuter aircraft              DeHavilland             5,748
151. .  Pressurized tank railcars                ACF/RTC                 4,022
106. .  Non-pressurized tank railcars            GATX                    3,063
114. .  Covered hopper railcars                  Various                 2,718
43 . . .Mill gondola railcars                    Bethlehem Steel         1,219
289. . .Various marine containers                Various                 3,352
30 . . .Refrigerated marine containers           Various                   503
143. . .Intermodal trailers                      Oshkosh                 2,184
                                                                      --------
    Total owned equipment held for operating leases                   $ 72,233 1
                                                                      ========

Equipment owned by unconsolidated special-purpose entities:

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


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

(B)     Management  of  Partnership  Equipment

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






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 PLM Transportation
Equipment  Corporation (TEC), a wholly owned subsidiary of FSI, or PLM Worldwide
Management  Services (WMS), a wholly owned subsidiary of PLM International.  All
equipment  was  used  equipment  at  the  time of purchase, except 150 piggyback
refrigerated  trailers.
2     Jointly  owned:  EGF  V  and  an  affiliated  program.
3     Jointly  owned:  EGF  V  and  two  affiliated  programs.

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

(C)     Competition

(1)     Operating  Leases  versus  Full  Payout  Leases

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

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

(2)     Manufacturers  and  Equipment  Lessors

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

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

(D)     Demand

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

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

(1)     Aircraft

(a)     Commercial  Aircraft

The  Partnership  owns  100%  of  six commercial, aircraft including five Boeing
737-200's  of  which  one is currently off-lease and in storage.  Two additional
Boeing  737-200's  will  come off-lease during March 2003.  The Partnership also
owns  25%  of  two commercial aircraft that are on a direct finance lease.  This
lease  has  been  renegotiated  and  the  resulting  incoming cash flow has been
severely  reduced.

Since  the  terrorist  events  of  September  11,  2001, the commercial aviation
industry  has  experienced  significant  losses  that  escalated with a weakened
economy.  This  in  turn  has led to the bankruptcy filing of two of the largest
airlines  in  the United States, and to an excess supply of commercial aircraft.
The current state of the aircraft industry, with significant excess capacity for
both  new  and  used aircraft continues to be extremely weak, and is expected by
the  General  Partner to remain weak.  Most of the Partnership's aircraft are of
older  vintage  with  limited  demand, and most of the 737's do not meet certain
noise guidelines that would allow for them to fly in the US and other countries.

The  decrease  in  value  of the Partnership's aircraft since September 11, 2001
will  have  a  negative  impact on the ability of the Partnership to achieve its
original  objectives  as  lower  values  will also result in significantly lower
lease  rates  than  the Partnership has been able to achieve for these assets in
the  past.

(b)     Commuter  Aircraft

The  Partnership  owns  three commuter turboprops containing 37 to 50 seats each
(two  DHC8-102  aircraft and one DHC8-300 aircraft.)  The Partnership's aircraft
possess  unique  performance  capabilities,  compared  to many other turboprops,
which  allow  them  to  readily  operate  at  maximum  payloads  from unimproved
surfaces, hot-and-high runways and short runways. Notwithstanding this, regional
jets  continue  to outpace turboprops for market share of the regional airlines.
The  already  soft market for turboprops in 2001 continued to deteriorate during
2002  as  the  stored  and  available  fleets grew with the deterioration of the
domestic  airline  industry.  The General Partner believes 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.

The two DHC8-102 aircraft operated in North America until October 2002 when they
were  rejected  by  the operating lessee that was in bankruptcy.  These aircraft
are  currently  in storage.  In addition, the Partnership has filed pre-petition
claims  and is currently filling administrative claims against the former lessee
to  recoup  the  realized  monetary  damages  as  a  result  of loss of rent and
non-compliance  with  return  conditions.

The  Partnership's  one  DHC8-300 continued to be on lease with a North American
operator  during  2002.

(2)     Product  Tankers

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

The  marine  vessel  in  which the Partnership owned an interest at December 31,
2002,  was  manufactured  in  1975 and was nearing the end of its economic life.
This  asset was sold during the first quarter of 2003.  This marine vessel was a
single  hulled  vessel restricted by the ports which allowed it to enter.  These
conditions  severely  limited  the  marine  vessel's  marketability.

The  Partnership's newer product tanker, built in 1985, has continued to operate
with  very  little idle time between charters.  Rates however, have continued to
decrease  throughout  the  year  when  compared to rates in 2001.  In the fourth
quarter  of  2002  and  into  2003,  freight  rates for the Partnership's marine
vessels started to increase due to an increase in oil prices caused by political
instability  in  the  Middle  East.

(3)     Railcars

(a)     Pressurized  Tank  Railcars

Pressurized  tank  railcars  are used to transport liquefied petroleum gas (LPG)
and  anhydrous ammonia (fertilizer).  The North American markets for LPG include
industrial  applications,  residential  use,  electrical  generation, commercial
applications,  and transportation.  LPG consumption is expected to grow over the
next few years as most new electricity generation capacity is expected to be gas
fired.  Within  any  given  year,  consumption is particularly influenced by the
severity  of  winter  temperatures.

Within  the  fertilizer  industry,  demand  is  a  function  of several factors,
including the level of grain prices, status of government farm subsidy programs,
amount  of  farming  acreage and mix of crops planted, weather patterns, farming
practices, and the value of the US dollar.  Population growth and dietary trends
also  play  an  indirect  role.

On  an  industry-wide  basis,  North American carloadings of the commodity group
that  includes  petroleum  and  chemicals  decreased  over 2% in 2002 after a 5%
decline  in  2001.  Even with this further decrease in industry-wide demand, the
utilization  of  pressurized tank railcars across the Partnership was in the 85%
range  during  the year.  The desirability of the railcars in the Partnership is
affected by the advancing age of this fleet and related corrosion issues on foam
insulated  railcars.

(b)     General  Purpose  (Nonpressurized)  Tank  Railcars

General  purpose tank railcars are used to transport bulk liquid commodities and
chemicals  not  requiring  pressurization,  such  as certain petroleum products,
liquefied  asphalt,  lubricating  oils,  molten sulfur, vegetable oils, and corn
syrup.  The  overall  health  of  the  market  for these types of commodities is
closely  tied  to both the US and global economies, as reflected in movements in
the Gross Domestic Product, personal consumption expenditures, retail sales, and
currency  exchange rates. The manufacturing, automobile, and housing sectors are
the  largest  consumers  of chemicals. Within North America, 2002 carloadings of
the  commodity  group  that  includes  chemicals and petroleum products reversed
previous  declines  and  rose 4% after a fall of 5% during 2001.  Utilization of
the  Partnership's  nonpressurized  tank railcars has been increasing reflecting
this  market  condition  and  presently  stands  at  about  75%.

(c)     Covered  Hopper  (Grain)  Railcars

Demand  for  covered hopper railcars, which are specifically designed to service
the  grain  industry,  continued to experience weakness during 2002; carloadings
were down 3% when compared to 2001 volumes.  There has been a consistent pattern
of  decline  in  the  number  of  carloadings  over  the  last  several  years.

The US agribusiness industry serves a domestic market that is relatively mature,
the  future  growth  of  which  is  expected  to be consistent but modest.  Most
domestic  grain  rail  traffic  moves  to food processors, poultry breeders, and
feedlots.  The  more  volatile export business, which accounts for approximately
30%  of total grain shipments, serves emerging and developing nations.  In these
countries,  demand  for  protein-rich  foods is growing more rapidly than in the
United  States, due to higher population growth, a rapid industrialization pace,
and  rising  disposable  income.

Other factors contributing to the softness in demand for covered hopper railcars
are  the  large  number  of  new  railcars  built in the late 1990s and the more
efficient  utilization  of covered hoppers by the railroads.  As in prior years,
any  covered hopper railcars that were leased were done so at considerably lower
rental  rates.

Many  of  the  Partnership's  railcars  are smaller and thus less desirable than
those  currently  being built.  Because of this factor, the lack of any prospect
for  improvement  in  railcar  demand,  and  the  large  number of idle railcars
throughout  the  industry,  the  Partnership  has  sold  a number of these cars.
Utilization  of the Partnership's covered hopper railcars remained at 96% during
2002.

(d)     Mill  Gondola  Railcars

Mill  gondola railcars are typically used to transport scrap steel for recycling
from steel processors to small steel mills called minimills. Demand for steel is
cyclical  and  moves  in  tandem  with  the growth or contraction of the overall
economy.  Within  the  United  States,  carloadings for the commodity group that
includes  scrap  steel  decreased  over  12% in 2001, and while there has been a
small  recovery  this  last year, it has not been sufficient to increase demand.
The  Partnership's  mill  gondola  railcars  were  in  storage  during  2002.

(4)     Marine  Containers

Marine  containers  are  used  to  transport  a variety of types of cargo.  They
typically  travel  on  marine vessels but may also travel on railroads loaded on
certain  types  of  railcars  and  highways  loaded  on  a  trailer.

The Partnership's fleet of dry, refrigerated and other specialized containers is
in  excess  of  13  years of age, and is generally no longer suitable for use in
international  commerce,  either  due to its specific physical condition, or the
lessees' preferences for newer equipment.  As individual containers are returned
from  their  specific  lessees,  they  are being marketed for sale on an "as is,
where  is"  basis.  The  market  for  such  sales  is  highly dependent upon the
specific  location  and  type  of  container.  The  Partnership has continued to
experience  reduced  residual  values  on  the  sale  of refrigerated containers
primarily  due  to  technological  obsolescence associated with this equipment's
refrigeration  machinery.

(5)     Intermodal  Trailers

Intermodal  trailers  are  used  to  transport a variety of dry goods by rail on
flatcars,  usually  for distances of over 400 miles.  Over the past seven years,
intermodal  trailers  have  continued  to  be  rapidly  displaced  by  domestic
containers  as  the  preferred  method  of  transport  for  such  goods.  This
displacement  occurs  because  railroads offer approximately 20% lower wholesale
freight  rates  on  domestic containers compared to intermodal trailers.  During
2002,  demand  for  intermodal  trailers was more depressed than historic norms.
Unusually  low  demand occurred over the first half of the year due to a rapidly
slowing economy and low rail freight rates for 53-foot domestic containers.  Due
to  the  decline  in  demand,  shipments for the year within the intermodal pool
trailer  market  declined approximately 10% compared to the prior year.  Average
utilization  of the entire US intermodal trailer pool fleet declined from 77% in
1999  to  75% in 2000 to 63% in 2001 and further declined to a record low of 50%
in  2002.

The  General  Partner  continued  its  aggressive  marketing program in a bid to
attract  new  customers  for  the Partnership's intermodal trailers during 2002.
The  largest Fund trailer customer, Consolidated Freightways, abruptly shut down
their  operations  and  declared  bankruptcy  during  2002.  This  situation was
largely  offset  by  extensive  efforts  with  other carriers to increase market
share.  Even  with  these  efforts,  average  utilization  of  the Partnership's
intermodal  trailers  for  the  year 2002 dropped 12% from 2001 to approximately
61%,  still  11%  above  the  national  average.

The  trend  towards  using domestic containers instead of intermodal trailers is
expected to accelerate in the future.  Due to the anticipated continued weakness
of  the overall economy, intermodal trailer shipments are forecast to decline by
10%  to  15%  in  2003,  compared  to  2002.  As  such, the nationwide supply of
intermodal  trailers  is  expected to have approximately 27,000 units in surplus
for  2003.  The maintenance costs have increased approximately 12% from 2001 due
to  improper  repair  methods  performed by the railroads' vendors and billed to
owners.

The  General  Partner  will  continue  to  seek  to expand its customer base and
undertake  significant  efforts to reduce cartage and maintenance costs, such as
minimizing  trailer  downtime  at  repair  shops  and  terminals.

(E)     Government  Regulations

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

(1)     In  2004,  new  maritime  and  port security laws that have already been
passed  by  United States (US) Congress and International Maritime Organizations
are  scheduled  to  be  implemented.  The United States Coast Guard is currently
holding hearings with international shipping industry representatives to discuss
the  implementation  of  the new code and regulations, which are to apply to all
shipping, ports and terminals both in the US and abroad. The new regulations are
aimed  at  improving  security  aboard  marine  vessels.  These  regulations may
require  additional  security equipment being added to marine vessels as well as
additional  training  being  provided  to  the  crew.  The  final code, which is
expected  to  have a significant impact on the industry, will apply to all ships
over  500  dead  weight  tons  that include those owned by the Partnership.  The
requirements of these new regulations have to be met by July 2004.  The deadline
for  compliance by ports is planned to be 2005.  As the methodology of how these
regulations  will  be  applied is still being determined, the General Partner is
unable  to  determine  the  impact  on  the  Partnership  at  this  time;

(2)          the  US  Department  of  Transportation's  Aircraft Capacity Act of
1990,  which  limits  or  eliminates the operation of commercial aircraft in the
United States that do not meet certain noise, aging, and corrosion criteria.  In
addition,  under  US  Federal  Aviation Regulations, after December 31, 1999, no
person  may  operate an aircraft to or from any airport in the contiguous United
States  unless  that  aircraft  has  been  shown  to comply with Stage III noise
levels.  The cost to install a hushkit to meet quieter Stage III requirements is
approximately  $1.5 million, depending on the type of aircraft.  The Partnership
has  Stage  II  aircraft  that do not meet Stage III requirements.  One of these
stage  II  aircraft is currently in storage and the other two are on leases that
expire  March  2003.  These  Stage  II  aircraft  are  scheduled  to  be sold or
re-leased  in  countries  that  do  not  require  this  regulation;

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

(4)     the  US  Department  of Transportation's Hazardous Materials Regulations
regulates  the  classification and packaging requirements of hazardous materials
that  apply  particularly  to Partnership's tank railcars.  The Federal Railroad
Administration  has  mandated that effective July 1, 2000 all tank railcars must
be  re-qualified  every  ten  years  from  the  last test date stenciled on each
railcar  to  insure tank shell integrity.  Tank shell thickness, weld seams, and
weld  attachments  must be inspected and repaired if necessary to re-qualify the
tank  railcar  for  service.  The  average cost of this inspection is $3,600 for
jacketed  tank railcars and $1,800 for non-jacketed tank railcars, not including
any necessary repairs.  This inspection is to be performed at the next scheduled
tank  test  and  every ten years thereafter.  The Partnership currently owns 156
jacketed  tank  railcars  and  106  non-jacketed  tank  railcars  that will need
re-qualification.  As  of  December  31,  2002,  7 jacketed tank railcars and 19
non-jacketed  tank railcars of the fleet will need to be re-qualified in 2003 or
2004.

As  of  December  31,  2002,  the  Partnership  was in compliance with the above
governmental  regulations.  Typically,  costs  related  to  extensive  equipment
modifications to meet government regulations are passed on to the lessee of that
equipment.

ITEM  2.     PROPERTIES
             ----------

The  Partnership neither owns nor leases any properties other than the equipment
it  has  purchased  and its interests in entities that own equipment for leasing
purposes.  As  of  December  31,  2002,  the  Partnership  owned  a portfolio of
transportation  and  related  equipment  and  investments  in equipment owned by
unconsolidated special-purpose entities (USPEs) as described in Item 1, Table 1.
The Partnership acquired equipment with the proceeds of the Partnership offering
of  $184.3  million  through  the  first quarter of 1992, proceeds from the debt
financing  of  $38.0 million, and by reinvesting a portion of its operating cash
flow  in  additional  equipment.

The  Partnership  maintains  its principal office at 235 3rd Street South, Suite
200,  St.  Petersburg,  FL  33701.

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,  2002.

                                     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,  2002,  there  were  8,862  limited  partners holding units in the
Partnership.

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

To  prevent the units from being considered publicly traded and thereby to avoid
taxation of the Partnership as an association treated as a corporation under the
Internal  Revenue  Code,  the limited partnership units will not be transferable
without  the  consent  of  the  General  Partner,  which  may be withheld in its
absolute  discretion.  The  General  Partner  intends  to  monitor  transfers of
limited  partnership  units  in  an effort to ensure that they do not exceed the
percentage  or  number  permitted  by  certain  safe  harbors promulgated by the
Internal  Revenue  Service.  A  transfer  may  be  prohibited  if  the  intended
transferee  is  not  a  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.


<PAGE>
ITEM  6.     SELECTED  FINANCIAL  DATA
             -------------------------

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

                                     TABLE 2
                                     -------

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


                                           2002     2001     2000     1999     1998
                                        ---------------------------------------------
<S>                                      <C>       <C>      <C>      <C>      <C>
Operating results:
  Total revenues. . . . . . . . . . . .  $ 9,888   $12,517  $22,473  $20,768  $24,047
  Gain on disposition of equipment. . .      244     1,251    1,351      269      814
  Loss on disposition of equipment. . .       --         5       --       16       82
  Impairment loss on equipment. . . . .      408        --       --    2,899       --
  Equity in net income (loss) of uncon-
    solidated special-purpose entities.   (1,161)      186      406    2,108      294
  Net income. . . . . . . . . . . . . .      638     3,268    3,994    1,302    2,370

At year-end:
  Total assets. . . . . . . . . . . . .  $24,548   $24,243  $30,152  $46,083  $61,376
  Note payable. . . . . . . . . . . . .       --        --    5,474   15,484   23,588
  Total liabilities . . . . . . . . . .    3,384     3,753    8,706   19,077   26,970

Cash distribution . . . . . . . . . . .  $    --   $ 1,720  $ 9,544  $ 8,617  $12,008

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

Per weighted-average limited
  partnership unit:

  Net income. . . . . . . . . . . . . .  $ 0.08 1  $ 0.35 1 $ 0.39 1 $ 0.09 1 $0.20 1

  Cash distribution . . . . . . . . . .  $    --   $  0.18  $  1.00  $  0.90  $  1.26

  Cash distribution representing
    A return of capital . . . . . . . .  $    --   $    --  $  0.61  $  0.81  $  1.06
</TABLE>














1     After  an  increase  of  income  necessary  to cause the General Partner's
capital  account  to  equal  zero of $32,000 ($0.00 per weighted-average limited
partnership  unit)  in  2002,  $44,000  ($0.00  per  weighted-average  limited
partnership  unit)  in 2001 and after reduction of income necessary to cause the
General  Partner's  capital  account  to  equal  zero of $0.3 million ($0.03 per
weighted-average  limited  partnership  unit)  in  2000, $0.4 million ($0.05 per
weighted-average  limited partnership unit) in 1999, and $0.5 million ($0.05 per
weighted-average  limited partnership unit) in 1998 (see Note 1 to the financial
statements).

<PAGE>
ITEM  7.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
             -------------------------------------------------------------------
RESULTS  OF  OPERATIONS
    -------------------

(A)     Introduction

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

(B)     Results  of  Operations  -  Factors  Affecting  Performance

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

The  exposure  of the Partnership's equipment portfolio to repricing risk occurs
whenever the leases for the equipment expire or are otherwise terminated and the
equipment must be remarketed.  Major factors influencing the current market rate
for  Partnership  equipment  include supply and demand for similar or comparable
types  of  transport  capacity,  desirability  of  the  equipment in the leasing
market,  market  conditions  for  the  particular  industry segment in which the
equipment  is to be leased, overall economic conditions, and various regulations
concerning  the  use of the equipment.  Equipment that is idle or out of service
between the expiration of one lease and the assumption of a subsequent lease can
result  in  a  reduction  of  contribution  to the Partnership.  The Partnership
experienced  re-leasing  or  repricing  activity in 2002 for its trailer, marine
vessels,  railcar,  aircraft,  and  marine  container  portfolios.

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

     (b)     Marine  vessels:  The  Partnership's  investment in entities owning
marine  vessels operated in the short-term leasing market.  As a result of this,
the  Partnership's  partially  owned  marine vessels were remarketed during 2002
exposing  it  to  re-leasing  and  repricing  risk.

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

     (d)     Aircraft:  The  lessee  of  three  of  the  Partnership's 737-200's
defaulted  on its lease in September 2001.  The Partnership reached a settlement
with  this  lessee  in  2002 which included the continued re-lease of two of the
aircraft at significantly lower rates, and for an agreed upon stream of past due
lease  payments to be paid over time.  Due to the credit quality of that lessee,
it  is  not  certain that all of the amounts agreed to in the settlement will be
recovered.  As  of  December 31, 2002, three of the Partnership's owned aircraft
were  off-lease.  There  continues to be an excess supply of commercial aircraft
in  the United States and re-leasing of these assets is expected to be difficult
and  at severely lower lease rates than the Partnership has been able to earn in
the  past.

     (e)     Marine  containers:  All of the Partnership's marine containers are
leased  to  operators of utilization-type leasing pools and, as such, are highly
exposed  to  repricing  activity.  The  Partnership's  marine  containers are in
excess  of  thirteen  years  of  age  and,  as  such,  in  limited  demand.

(2)     Equipment  Liquidations

Liquidation  of Partnership owned equipment and of investments in unconsolidated
special-purpose entities (USPEs), unless accompanied by an immediate replacement
of  additional  equipment  earning similar rates (see Reinvestment Risk, below),
represents  a reduction in the size of the equipment portfolio and may result in
reductions  of  contributions  to  the  Partnership.  During  the  year,  the
Partnership  disposed  of  owned  equipment  that  included  marine  containers,
railcars,  and  trailers  for  total  proceeds  of  $0.3  million.

(3)     Nonperforming  Lessees

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

During  2001,  the  lessee  of three Stage II Boeing 737-200 commercial aircraft
notified  the  General  Partner  of  its  intention to return these aircraft and
stopped  making  lease  payments.  The  lessee  is  located in Brazil, a country
experiencing  severe  economic  difficultly.  The  Partnership  has  a  security
deposit  from this lessee that could be used to pay a portion of the amount due.
During  October  2001, the General Partner sent a notification of default to the
lessee.  The  lease, which expired in October 2002, had certain return condition
requirements  for  the  aircraft.  The General Partner recorded an allowance for
bad  debts  for  the amount due less the security deposit.  During October 2002,
the  General  Partner  reached an agreement with the lessee of this aircraft for
the past due lease payments and agreed to re-lease two of these aircraft to this
lessee  until  March 2003 at a lower lease rate.  In order to give the lessee an
incentive  to make timely payments in accordance with the agreement, the General
Partner gave the lessee a discount on the total amount due.  If the lessee fails
to  comply  with  the  payment schedule in the agreement, the discount provision
will  be  waived  and the full amount again becomes payable.  The lessee made an
initial  payment  during  October  2002,  to  be  followed  by  23 equal monthly
installments beginning in November 2002.  Unpaid outstanding amounts will accrue
interest at a rate of 5%.  The balance outstanding at December 31, 2002 was $3.3
million.  Due  to  the  uncertainty  of ultimate collection, the General Partner
will  continue to fully reserve the unpaid outstanding balance less the security
deposit  from  this  lessee.

As  of  March  26,  2003,  the  installment  payment  due from the lessee to the
Partnership  during  March  was  not  received.  The General Partner has not yet
placed  the  lessee  into  default,  however, is currently reviewing the options
available  under  the  agreement.

The  Partnership  owns  two  DHC-8-102  commuter  aircraft  that were on a lease
through  February 2003 to Allegheny Airlines, Inc., a wholly owned subsidiary of
US  Airways,  Inc.,  both  of  which declared bankruptcy on August 11, 2002.  On
October  9,  2002, the General Partner received notification that the leases for
the two aircraft had been rejected and the aircraft were returned.  The aircraft
are  currently in storage and are being remarketed for lease or sale.  Given the
current  oversupply  of  aircraft,  these  aircraft may remain off-lease for the
foreseeable  future.  At  December 31, 2002, the Partnership has $0.1 million in
receivables due from this lessee.  The General Partner recorded an allowance for
bad  debts  for  the  amount  due.

(4)     Reinvestment  Risk

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

The Partnership intends to increase its equipment portfolio by investing surplus
cash  in  additional  equipment,  after fulfilling operating requirements, until
December  31,  2004.

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

(5)     Equipment  Valuation

In  accordance  with  Financial  Accounting Standards Board (FASB) Statements of
Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived  Assets  and for Long-Lived Assets to Be Disposed Of" (SFAS No. 121),
the  General Partner reviewed the carrying values of the Partnership's equipment
portfolio  at  least  quarterly  and  whenever  circumstances indicated that the
carrying  value of an asset may not be recoverable due to expected future market
conditions.  If  the projected undiscounted cash flows and the fair value of the
equipment  are less than the carrying value of the equipment, an impairment loss
was  recorded.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal  of Long-Lived Assets" (SFAS No. 144), which replaces SFAS No. 121.  In
accordance  with  SFAS  No. 144, 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.  The Partnership applied the new
rules  on  accounting  for  the  impairment  or  disposal  of  long-lived assets
beginning  January  1,  2002.

The  estimate  of the fair value for the Partnership's owned and partially owned
equipment  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.  The events of September 11, 2001, along with the change
in general economic conditions in the United States, have continued to adversely
affect  the market demand for both new and used commercial aircraft and weakened
the  financial position of several airlines.  Aircraft condition, age, passenger
capacity,  distance  capability,  fuel  efficiency,  and other factors influence
market  demand  and  market  values  for  passenger  jet  aircraft.

The  Partnership  has recorded write-downs of certain owned aircraft and certain
partially owned aircraft, representing impairment to the carrying value.  During
2001,  a USPE trust owning two Stage III commercial aircraft on a direct finance
lease reduced its net investment in the finance lease receivable due to a series
of  lease  amendments.  The Partnership's proportionate share of this writedown,
which is included in equity in net income (loss) of the USPE in the accompanying
statements  of income, was $1.0 million.  During 2002, the bankruptcy of a major
US  airline  and  subsequent  increase  in  off-lease  aircraft indicated to the
General  Partner  that  an  impairment to the aircraft portfolio may exist.  The
General Partner determined the fair value of the aircraft based on the valuation
given by its independent third party aircraft equipment manager that considered,
among  other  factors,  expected  income  to be earned from the asset, estimated
sales  proceeds  and  holding  costs  excluding  interest.  This  resulted in an
impairment  of  $0.4  million  to  an  aircraft  owned  by  the Partnership.  No
reductions  were  required  to  the carrying value of the owned equipment during
2001  and  2000  or  partially  owned  equipment  in  2002  and  2000.

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

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

For  the year ended December 31, 2002, the Partnership generated $4.9 million in
operating  cash  to  meet  its  operating  obligations  and  purchase  limited
Partnership  units  for  $0.2  million.

During  2002, the Partnership disposed of owned equipment for aggregate proceeds
of  $0.3  million.

Accounts receivable decreased $0.3 million in 2002.  This decrease was due to an
increase  in  the  allowance  for  bad  debts of $2.3 million due to the General
Partner's  evaluation  of  the  collectibility  of  accounts  receivable.  This
increase was partially offset by $2.0 million due to the timing of cash receipts
during  2002.

Investments  in USPEs decreased $1.0 million during 2002 due a $1.2 million loss
that  was  recorded  by  the  Partnership  for its equity interests in the USPEs
offset,  in part, by the contribution of $0.2 million made by the Partnership to
fund  USPE  operations.

Prepaid  expenses  increased  $0.3  million  during  2002  due to the payment of
insurance  and  certain administrative expenses during 2002 that relate to 2003.

Accounts  payable and accrued expenses decreased $0.2 million during 2002 due to
the  payment  of  $0.2 million to purchase partnership units that was accrued at
December  31,  2001.

Lessee  deposits  and  reserve  for  repairs  decreased $0.2 million during 2002
resulting  from  a  decrease  in  lessee  prepaid  deposits  of  $0.2  million.

The  Partnership  is  a  participant in a $10.0 million warehouse facility.  The
warehouse  facility  is shared by the Partnership, PLM Equipment Growth Fund VI,
PLM  Equipment  Growth  &  Income Fund VII, Professional Lease Management Income
Fund  I,  LLC  and Acquisub LLC, a wholly owned subsidiary of PLM International,
Inc.  (PLMI).  In  July  2002, PLMI reached an agreement with the lenders of the
$10.0  million  warehouse facility to extend the expiration date of the facility
to June 30, 2003.  The facility provides for financing up to 100% of the cost of
the  equipment.  Any  borrowings  by  the  Partnership  are  collateralized  by
equipment  purchased  with  the proceeds of the loan.  Outstanding borrowings by
one  borrower  reduce  the amount available to each of the other borrowers under
the  facility.  Individual  borrowings  may  be outstanding for no more than 270
days,  with  all  advances  due  no  later than June 30, 2003.  Interest accrues
either  at the prime rate or LIBOR plus 2.0% at the borrower's option and is set
at  the  time  of  an  advance  of  funds.  Borrowings  by  the  Partnership are
guaranteed  by PLMI.  The Partnership is not liable for the advances made to the
other  borrowers.

As  of  March 26, 2003, the Partnership had no borrowings outstanding under this
facility  and  there were no other borrowings outstanding under this facility by
any  other  eligible  borrower.

In  October  2002, PLM Transportation Equipment Corp. Inc. (TEC), a wholly owned
subsidiary  of  FSI,  arranged  for  the  lease  or purchase of a total of 1,050
pressurized  tank railcars by (i) partnerships and managed programs in which FSI
serves  as  the  general  partner  or  manager  and  holds an ownership interest
(Program  Affiliates)  or  (ii)  partnerships  or  managed programs in which FSI
provides  management  services  but  does  not  hold  an  ownership  interest
(Non-Program  Affiliates).  These railcars will be delivered over the next three
years.  A  leasing  company  affiliated  with  the  manufacturer  will  acquire
approximately  70%  of  the  railcars and lease them to a Non-Program Affiliate.
The  remaining approximately 30% will either be purchased by other third parties
to  be  managed  by  PLMI  or  by  the  Program Affiliates.  Neither TEC nor its
affiliate will be liable for these railcars.  TEC estimates that the total value
of purchased railcars will not exceed $26.0 million with approximately one third
of the railcars being purchased in each of 2002, 2003, and 2004.  As of December
31,  2002,  FSI  committed one Program Affiliate, other than the Partnership, to
purchase $11.3 million in railcars that were purchased by TEC in 2002 or will be
purchased in 2003.  Although FSI has neither determined which Program Affiliates
will  purchase  the  remaining  railcars  nor the timing of any purchases, it is
possible  the  Partnership  may  purchase  some  of  the  railcars.

Commitment  and  contingencies  as  of  December  31,  2002  are  as follows (in
thousands  of  dollars):
<TABLE>
<CAPTION>


                                         Less than   1-3      4-5   After 5
Current Obligations              Total    1 Year    Years    Years   Years
---------------------------------------------------------------------------
<S>                              <C>    <C>        <C>      <C>    <C>
Commitment to purchase railcars $14,699  $ 6,257  $  8,442  $   --  $   --
Line of credit                       --       --        --      --      --
                                -------  -------  --------  ------  ------
                                $14,699  $ 6,257  $  8,442  $   --  $   --
                                =======  =======  ========  ======  ======
</TABLE>


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

(D)     Critical  Accounting  Policies  and  Estimates

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

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

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

Impairment  of long-lived assets:  Whenever circumstances indicate an impairment
may  exist,  the General Partner reviews the carrying value of its equipment and
investments in USPEs to determine if the carrying value of the assets may not be
recoverable  due  to  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

On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets" (SFAS No.
142),  was  approved  by  the  FASB.  SFAS  No.  142  changes the accounting for
goodwill  and  other  intangible  assets determined to have an indefinite useful
life  from  an amortization method to an impairment-only approach.  Amortization
of applicable intangible assets will cease upon adoption of this statement.  The
Partnership  implemented  SFAS  No. 142 on January 1, 2002.  SFAS No. 142 had no
impact  on  the  Partnership's  financial  position  or  results  of operations.

In  April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4,  44,  and  64, Amendment of FASB No. 13, and Technical Corrections" (SFAS No.
145).  The  provisions  of SFAS No. 145 are effective for fiscal years beginning
after  May  15,  2002.  As  permitted  by the pronouncement, the Partnership has
elected  early adoption of SFAS No. 145 as of January 1, 2002.  SFAS No. 145 had
no  impact  on  the  Partnership's  financial position or results of operations.

In  July  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with  Exit or Disposal Activities" (SFAS No. 146), which is based on the general
principle  that  a  liability  for  a  cost  associated with an exit or disposal
activity  should  be recorded when it is incurred and initially measured at fair
value.  SFAS  No. 146 applies to costs associated with (1) an exit activity that
does  not  involve  an entity newly acquired in a business combination, or (2) a
disposal activity within the scope of SFAS No. 146.  These costs include certain
termination benefits, costs to terminate a contract that is not a capital lease,
and  other  associated  costs  to  consolidate facilities or relocate employees.
Because the provisions of this statement are to be applied prospectively to exit
or disposal activities initiated after December 31, 2002, the effect of adopting
this  statement  cannot  be  determined.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and  Disclosure  Requirements  for  Guarantees, Including Indirect Guarantees of
Indebtedness of Others" (FIN 45).  This interpretation requires the guarantor to
recognize  a  liability for the fair value of the obligation at the inception of
the  guarantee.  The provisions of FIN 45 will be applied on a prospective basis
to  guarantees  issued  after  December  31,  2002.

In  January  2003, FASB issued Interpretation No. 46, "Consolidation of Variable
Interest  Entities" (FIN 46).  This interpretation clarifies existing accounting
principles  related to the preparation of consolidated financial statements when
the owners of an USPE do not have the characteristics of a controlling financial
interest  or when the equity at risk is not sufficient for the entity to finance
its  activities  without  additional subordinated financial support from others.
FIN  46  requires  the  Partnership  to  evaluate  all  existing arrangements to
identify  situations  where  the Partnership has a "variable interest," commonly
evidenced  by  a  guarantee arrangement or other commitment to provide financial
support,  in a "variable interest entity," commonly a thinly capitalized entity,
and  further  determine  when such variable interest requires the Partnership to
consolidate  the  variable interest entities' financial statements with its own.
The Partnership is required to perform this assessment by September 30, 2003 and
consolidate any variable interest entities for which the Partnership will absorb
a  majority  of  the  entities'  expected  losses  or  receive a majority of the
expected  residual  gains.  The  Partnership  has  determined  that  it  is  not
reasonably  possible  that  it  will  be  required  to  consolidate  or disclose
information  about a variable interest entity upon the effective date of FIN 46.

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

(1)     Comparison  of  the  Partnership's Operating Results for the Years Ended
December  31,  2002  and  2001

(a)     Owned  Equipment  Operations

Lease  revenues  less  direct  expenses  (defined  as  repairs  and maintenance,
equipment  operating,  and asset-specific insurance expenses) on owned equipment
decreased  during  the year ended December 31, 2002, compared to 2001.  Gains or
losses  from  the  sale  of  equipment,  interest  and other income, and certain
expenses  such  as  management fees to affiliate, depreciation and amortization,
impairment  loss,  general  and  administrative  expenses, and provision for bad
debts  relating  to  the  operating  segments  (see  Note  5  to  the  financial
statements),  are  not  included  in  the  owned  equipment operation discussion
because  they  are  indirect  in  nature and not a result of operations, but the
result  of  owning a portfolio of equipment.  The following table presents lease
revenues  less  direct  expenses  by  segment  (in  thousands  of  dollars):
<TABLE>
<CAPTION>

<S>                <C>        <C>
                        For the Years
                      Ended December 31,
                     2002          2001
                    --------------------
Aircraft. . . . .  $   7,135  $   8,351
Railcars. . . . .      1,005        991
Marine containers        176        311
Trailers. . . . .        127        163
Marine vessel . .         --       (265)
</TABLE>


Aircraft:     Aircraft  lease revenues and direct expenses were $7.2 million and
$0.1  million,  respectively,  for the year ended December 31, 2002, compared to
$8.5  million  and $0.1 million, respectively, during 2001.  Lease revenues from
aircraft decreased $1.3 million during the year ended December 31, 2002 compared
to  2001.  A  decrease in aircraft lease revenues of $1.1 million was due to the
reduction  in the lease rate on five of the Partnership's owned aircraft and the
decrease of $0.2 million was due to three aircraft being off lease two months of
2002  compared  to  being  on  lease  all  of  2001.

Railcars:  Railcar lease revenues and direct expenses were $1.6 million and $0.6
million,  respectively,  for  the year ended December 31, 2002, compared to $1.8
million  and  $0.8  million,  respectively,  during 2001.  A decrease in railcar
lease  revenues of $0.2 million was due to certain railcars being re-leased at a
lower  rate  in 2002 than the rate that was in place during 2001.  A decrease in
railcar direct expenses of $0.2 million during 2002 was due to fewer repairs and
maintenance  of  railcars  compared  to  2001.

Marine  containers:     Marine container lease revenues and direct expenses were
$0.2  million  and  $5,000,  respectively, for the year ended December 31, 2002,
compared to $0.3 million and $1,000, respectively, during 2001.  The decrease in
marine  container  contribution  was  due  to  the disposal of marine containers
during  2002  and  2001.

Trailers:     Trailer  lease  revenues and direct expenses were $0.3 million and
$0.2  million,  respectively,  for  the year ended December 31, 2002 compared to
$0.4  million  and  $0.2  million,  respectively,  during 2001.  The decrease in
trailer  contribution of $36,000 during the year ended December 31, 2002 was due
to a decrease in lease revenues of $32,000 caused by lower lease rates earned on
the  Partnership's trailers and an increase of $4,000 in repairs and maintenance
compared  to  2001.

Marine  vessel:  The  Partnership  sold the remaining owned marine vessel during
the  year  ended  December  31,  2001.  Marine  vessel lease revenues and direct
expenses  were  $0.1  million and $0.3 million, respectively, for the year ended
December  31,  2001.

(b)     Indirect  Expenses  Related  to  Owned  Equipment  Operations

Total  indirect  expenses  of  $7.2 million for the year ended December 31, 2002
decreased  from  $7.8  million  in 2001.  Significant variances are explained as
follows:

     (i)     A  $2.7  million decrease in depreciation and amortization expenses
from  2001  levels  reflects  a  decrease  of  $1.5  million  caused  by  the
double-declining  balance  method  of  depreciation  that  results  in  greater
depreciation  during  the  first  years an asset is owned and a decrease of $1.2
million  due  to  certain  assets  being  fully  depreciated  during  2001;

     (ii)     A  $0.2  million  decrease  in management fees was the result of a
decrease  of  $0.1  million due to lower lease revenues earned in the year ended
December  31,  2002  compared to 2001, a decrease of $0.1 million resulting from
the  decrease in the management fee rate paid by the Partnership, and a decrease
of  $0.1  million  due to a higher provision for bad debts during the year ended
December  31,  2002  compared  to  2001;

     (iii)     A  $0.1 million decrease in interest expense from 2001 levels was
due  to the payoff of all of the Partnership's outstanding debt during the third
quarter  of  2001;

     (iv)     A  $0.3  million  increase  in general and administrative expenses
during  2002  resulted  from  higher  professional  service  costs;

     (v)     Impairment  loss  increased  $0.4  million during 2002 and resulted
from the Partnership reducing the carrying value of a commercial aircraft to its
estimated  fair value.  No impairment of equipment was required during 2001; and

     (vi)     A  $1.7  million increase in the provision for bad debts was based
on  the  General  Partner's  evaluation  of  the  collectability  of receivables
compared  to  2001.  The  provision  for  bad  debts  recorded in the year ended
December  31,  2002  was  primarily  related  to  two  aircraft  lessees.

(c)     Interest  and  Other  Income

Interest  and  other  income increased $0.1 million during 2002.  An increase of
$0.2  million  was  caused by an insurance settlement related to a marine vessel
that  was  sold  in  a prior year.  A similar event did not occur in 2001.  This
increase  was  partially  offset by the decrease of $44,000 due to a decrease in
the  interest  rate  earned  on  average  cash  balances.

(d)     Gain  on  Disposition  of  Owned  Equipment

The  gain  on the disposition of owned equipment for the year ended December 31,
2002  totaled  $0.2  million,  and  resulted from the sale of marine containers,
railcars  and  trailers  with  an  aggregate  net book value of $0.1 million for
proceeds of $0.3 million.  The gain on the disposition of equipment for the year
ended  December 31, 2001 totaled $1.2 million, which resulted from the sale of a
marine  vessel, marine containers, trailers, and a railcar with a net book value
of  $1.4  million,  for  $2.7  million.

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

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

<S>                                       <C>         <C>
                                              For the Years
                                            Ended December 31,
                                            2002         2001
                                           --------------------
Aircraft . . . . . . . . . . . . . . . .  $      86   $   (725)
Marine vessels . . . . . . . . . . . . .     (1,247)       911
                                          ----------  ---------
    Equity in net income (loss) of USPEs  $  (1,161)  $    186
                                          ==========  =========
</TABLE>


The  following  USPE  discussion by equipment type is based on the Partnership's
proportional  share  of  revenues, depreciation expense, impairment loss, direct
expenses,  and  administrative  expenses  in  the  USPEs:

Aircraft:  As  of December 31, 2002 and 2001, the Partnership had an interest in
a  trust  owning  two commercial aircraft on a direct finance lease.  During the
year  ended  December  31,  2002, revenues of $0.1 million were offset by direct
expenses and administrative expenses of $38,000.  During the year ended December
31,  2001,  revenues  of  $0.3  million  were  offset by impairment loss, direct
expenses,  and  administrative  expenses  of  $1.1  million.

Revenues  earned  by  the  trust  that  owns two commercial aircraft on a direct
finance  lease  decreased $0.2 million due to the leases for the aircraft in the
trust  being  renegotiated  at  a  lower  rate  in  2001.

Impairment  loss,  direct  expenses,  and administrative expenses decreased $1.0
million  during  the year ended December 31, 2002 compared to 2001 due to a $1.0
million  impairment  loss  that  was recorded on the trust during the year ended
December 31, 2001 which resulted from the reduction of the carrying value of the
Trust's aircraft to its estimated fair value.  There were no impairments to this
partially  owned  trust  required  during  2002.

Marine  vessels:  As  of  December  31,  2002  and  2001,  the Partnership owned
interests  in  two  entities each owning a marine vessel.  During the year ended
December  31,  2002,  lease revenues of $4.2 million were offset by depreciation
expense,  direct  expenses  and administrative expenses of $5.5 million.  During
2001, lease revenues of $6.6 million were offset by depreciation expense, direct
expenses,  and  administrative  expenses  of  $5.7  million.

Marine  vessels  lease  revenues  decreased $2.4 million during 2002 compared to
2001.  A  decrease  of  $1.9 million during 2002 was due to a decrease in voyage
charter  lease  rates compared to 2001 and a decrease of $0.5 million was due to
the  increase  in the number of days one marine vessel was off-lease during 2002
compared  to  2001.

Marine  vessels  depreciation  expense,  direct  expenses,  and  administrative
expenses decreased $0.2 million during the year ended December 31, 2002 compared
to  2001.  Significant  variances  are  explained  as  follows:

     (i)     A  decrease  of  $0.2 million in depreciation expense caused by the
double-declining  balance  method  of  depreciation  which  results  in  greater
depreciation  in  the  first  years  an  asset  is  owned;

     (ii)     A  decrease  of  $0.2  million due to the marine vessels incurring
lower  repairs  and  maintenance  during  2002  compared  to  2001;

     (iii)     A  decrease of $0.1 million in management fees due to lower lease
revenues;

     (iv)     A  decrease  of  $0.1  million  in  administrative  expenses;  and

     (v)     An  increase  of  $0.3  million in marine vessel operating expenses
during  2002  compared  to  2001.

(f)     Net  Income

As  a  result  of the foregoing, the Partnership's net income for the year ended
December  31,  2002  was  $0.6  million,  compared to net income of $3.3 million
during  2001.  The  Partnership's  ability  to  acquire,  operate, and liquidate
assets,  secure leases, and re-lease those assets whose leases expire is subject
to  many  factors.  Therefore,  the  Partnership's performance in the year ended
December  31,  2002  is  not  necessarily  indicative  of  future  periods.

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

(a)     Owned  Equipment  Operations

Lease  revenues  less  direct  expenses  (defined  as  repairs  and maintenance,
equipment  operating,  and asset-specific insurance expenses) on owned equipment
decreased  during  the  year  ended  December  31,  2001, compared to 2000.  The
following  table  presents  lease  revenues  less direct expenses by segment (in
thousands  of  dollars):
<TABLE>
<CAPTION>

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


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

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

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

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

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

(b)     Indirect  Expenses  Related  to  Owned  Equipment  Operations

Total  indirect  expenses  of  $7.8 million for the year ended December 31, 2001
decreased from $12.0 million for the same period in 2000.  Significant variances
are  explained  as  follows:

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

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

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

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

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

(c)     Gain  on  Disposition  of  Owned  Equipment,  net

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

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

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


<TABLE>
<CAPTION>

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


The  following  USPE  discussion by equipment type is based on the Partnership's
proportional  share  of  revenues,  depreciation  expense,  direct expenses, and
administrative  expenses  in  the  USPEs:

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

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

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

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

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

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

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

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

(e)     Net  Income

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

(F)     Geographic  Information

Certain  of  the  Partnership's  equipment  operates  in  international markets.
Although these operations expose the Partnership to certain currency, political,
credit, and economic risks, the General Partner believes these risks are minimal
or  has  implemented  strategies  to control the risks.  Currency risks are at a
minimum  because all invoicing, with the exception of a small number of railcars
operating  in  Canada,  is  conducted  in 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  range  from letters of credit supported by US banks to
cash  deposits.  Although  these  credit  support mechanisms generally allow the
Partnership  to  maintain  its  lease  yield,  there  are  risks associated with
slow-to-respond  judicial  systems  when  legal  remedies are required to secure
payment  or  repossess  equipment.  Economic  risks  are  inherent  in  all
international  markets,  and  the  General Partner strives to minimize this risk
with  market  analysis  prior to committing equipment to a particular geographic
area.  Refer  to Note 6 to the financial statements for information on the lease
revenues,  net  income  (loss),  and  net  book  value  of  equipment in various
geographic  regions.

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

The  Partnership's  equipment  on  lease  to  US  domiciled lessees consisted of
trailers,  railcars, and aircraft.  During 2002, US lease revenues accounted for
11%  of  the  total  lease revenues of wholly- and jointly-owned equipment while
this  region  reported  net  income  of  $29,000.

The  Partnership's  owned  equipment  on  lease  to  Canadian-domiciled  lessees
consisted  of  railcars  and  aircraft.  During  2002,  Canadian  lease revenues
accounted  for  31%  of  the  total  lease revenues of wholly- and jointly-owned
equipment  and  this  region  reported  net  income  of  $2.1  million.

The  Partnership's owned equipment on lease to a South American-domiciled lessee
consisted  of  aircraft  during 2002, which accounted for 19% of the total lease
revenues  of  wholly- and jointly-owned equipment, and net loss of $0.1 million.

The Partnership's owned equipment and its ownership share in USPE's equipment on
lease  to  a  Mexican-domiciled  lessee consisted of aircraft during 2002, which
accounted  for  6%  of  the  total  lease  revenues of wholly- and jointly-owned
equipment  and  net  income  of  $0.3  million.

The Partnership's owned equipment and its ownership share in USPE's equipment on
lease to lessees in the rest of the world consisted of marine vessels and marine
containers.  During  2002, lease revenues for these lessees accounted for 33% of
the  total lease revenues of wholly- and jointly-owned equipment and net loss of
$1.0  million.

(G)     Inflation

Inflation had no significant impact on the Partnership's operations during 2002,
2001,  or  2000.

(H)     Forward-Looking  Information

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

(I)     Outlook  for  the  Future

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

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

The  Partnership  may  reinvest  its cash flow, surplus cash, and equipment sale
proceeds  in  additional  equipment,  consistent  with  the  objectives  of  the
Partnership,  until  December 31, 2004.  The General Partner believes that these
acquisitions  may cause the Partnership to generate additional earnings and cash
flow  for the Partnership.  Surplus funds, if any, less reasonable reserves, may
be  distributed to the partners.  The Partnership will terminate on December 31,
2010,  unless terminated earlier upon sale of all equipment and by certain other
events.

Due to a weak economy, and specifically weakness in the transportation industry,
the  General  Partner has not purchased additional equipment for the Partnership
since  2000.  The  General  Partner  believes  prices  on certain transportation
assets,  particularly  rail  equipment,  have  reached  attractive levels and is
actively looking to make investments in 2003.  The General Partner believes that
transportation  assets  purchased in today's economic environment may appreciate
when  the  economy returns to historical growth rates.  Accordingly, the General
Partner believes that most of the cash currently held by the Partnership will be
used  to  purchase  equipment  over  the  next  18  months.

Factors affecting the Partnership's contribution during the year 2003 and beyond
include:

(i)     The cost of new marine containers has been at historic lows for the past
several  years,  which  has caused downward pressure on per diem lease rates for
this  type  of  equipment.  A  significant  number  of  the Partnership's marine
containers  are  in excess of 13 years of age and are no longer suitable for use
in  international  commerce  either  due  to  its specific physical condition or
lessees'  preference  for  newer  equipment.  Demand for these marine containers
will  continue  to  be  weak  due  to  their  age.  In  addition,  some  of  the
Partnership's  refrigerated  marine  containers  have  become delaminated.  This
condition lowers the demand for these marine containers and has led to declining
lease  rates  and  lower  utilization  on  containers  with  this  problem;

(ii)     Railcar  freight  loadings in the United States and Canada decreased 1%
and  3%,  respectively, through most of 2002.  There has been, however, a recent
increase  for  some  of  the  commodities  that  drive demand for those types of
railcars  owned  by the Partnership.  It will be some time, however, before this
translates  into  new  leasing  demand by shippers since most shippers have idle
railcars  in  their  fleets;

(iii)     Marine  vessel  freight rates are dependent upon the overall condition
of  the  international  economy.  Freight  rates  earned  by  the  Partnership's
partially  owned marine vessels began to decrease during the latter half of 2001
and  through  the  first nine months of 2002.  In the fourth quarter of 2002 and
into  2003,  freight rates for the Partnership's marine vessels, which primarily
carry  petroleum  products, started to increase due to an increase in oil prices
caused  by  political  instability  in  the  Middle  East;

In addition, one of the marine vessels in which the Partnership owns an interest
was  manufactured  in  1976  and  is nearing the end of its economic life.  This
marine  vessel  is  also  single  hulled  which restricts the ports which it may
enter.  These  conditions  severely  limit  the  marine  vessel's marketability.
Therefore,  the  General  Partner  has  determined it is the appropriate time to
either  sell or scrap this marine vessel.  While the General Partner anticipates
that  the  disposition  of this marine vessel will be completed during the first
six  months  of  2003 and while it cannot accurately predict the amount of sales
proceeds,  it  does  believe  the  disposition  will  result  in  a  gain to the
Partnership;

(iv)     Utilization  of  intermodal trailers owned by the Partnership decreased
12%  in  2002  compared  to  2001.  This  decline  was similar to the decline in
industry-wide  utilization.  As the Partnership's trailers are smaller than many
shippers  prefer,  the General Partner expects continued declines in utilization
over  the  next  few years.  Additionally, one of the major shippers that leased
the  Partnership's  trailers  has entered bankruptcy.  While the Partnership did
not  have any outstanding receivables from the company, its bankruptcy may cause
a  further  decline  in  performance  of  the  trailer  fleet  in  the  future;

(v)     The  airline  industry  began to see lower passenger travel during 2001.
The  events  of  September 11, 2001, along with a recession in the United States
have  continued  to  adversely  affect  the  market demand for both new and used
commercial  aircraft  and to significantly weaken the financial position of most
major  domestic  airlines.  As  a  result  of  this,  the Partnership has had to
renegotiate  leases  on  its  owned  aircraft  during 2002 that will result in a
decrease  in revenues during 2003.  The General Partner believes that there is a
significant oversupply of commercial aircraft available and that this oversupply
will  continue  for  some  time.

These  events  have had a negative impact on the fair value of the Partnership's
owned  and  partially  owned  aircraft which caused a write down of $0.4 million
during  2002.  The  General  Partner does not expect these aircraft to return to
their  September  11,  2001  values.

During  2001,  the  lessee  of three Stage II Boeing 737-200 commercial aircraft
notified  the  General  Partner  of  its  intention  to return this aircraft and
stopped  making  lease  payments.  The  lessee  is  located in Brazil, a country
experiencing  severe  economic  difficultly.  The  Partnership  has  a  security
deposit  from this lessee that could be used to pay a portion of the amount due.
During  October  2001, the General Partner sent a notification of default to the
lessee.  The  lease, which expired in October 2002, had certain return condition
requirements  for  the  aircraft.  The General Partner recorded an allowance for
bad  debts  for  the  amount  due  less  the  security  deposit.

During October 2002, the General Partner reached an agreement with the lessee of
these  aircraft  for  the  past due lease payments and agreed to re-lease two of
these  aircraft  to  this  lessee  until  March 2003 at a lower lease rate.  The
remaining  aircraft is currently off-lease and in storage.  In order to give the
lessee  an  incentive  to make timely payments in accordance with the agreement,
the  General Partner gave the lessee a discount on the total amount due.  If the
lessee  fails to comply with the payment schedule in the agreement, the discount
provision  will be waived and the full amount again becomes payable.  The lessee
made  an initial payment during October 2002, to be followed by 23 equal monthly
installments beginning in November 2002.  Unpaid outstanding amounts will accrue
interest at a rate of 5%.  The balance outstanding at December 31, 2002 was $3.3
million.  Due  to  the  uncertainty  of ultimate collection, the General Partner
will  continue to fully reserve the unpaid outstanding balance less the security
deposit  from this lessee.  As of December 31, 2002, the lessee was current with
all  payments  due  under  the  agreement. As of March 26, 2003, the installment
payment  due  from  the lessee to the Partnership during March was not received.
The  General  Partner  has  not  yet placed the lessee into default, however, is
currently  reviewing  the  options  available  under  the  agreement.

The  leases  on  the  two  Stage II Boeing 737-200 commercial aircraft expire in
March  2003.  Given  the  current  oversupply  of  aircraft, the General Partner
cannot  predict  if  it  will be able to lease these aircraft in the foreseeable
future.

The  Partnership  also owns two DHC-8-102 commuter aircraft that were on a lease
through  February 2003 to Allegheny Airlines, Inc., a wholly owned subsidiary of
US  Airways,  Inc.,  both  of  which declared bankruptcy on August 11, 2002.  On
October  9,  2002, the General Partner received notification that the leases for
the two aircraft had been rejected and the aircraft were returned.  The aircraft
are  currently in storage and are being remarketed for lease or sale.  Given the
current  oversupply  of  aircraft,  these  aircraft may remain off-lease for the
foreseeable  future.  At  December 31, 2002, the Partnership has $0.1 million in
receivables due from this lessee.  The General Partner recorded an allowance for
bad  debts  for  the  amount  due;

(vi)     The  General  Partner has seen an increase in its insurance premiums on
its  equipment  portfolio  and is finding it more difficult to find an insurance
carrier  with  which  to  place  the  coverage.  Premiums for aircraft insurance
increased over 50% and for other types of equipment the increases have been over
25%.  The  increase  in  insurance premiums caused by the increased rate will be
partially mitigated by the reduction in the value of the Partnership's equipment
portfolio caused by the events of September 11, 2001 and other economic factors.
The  General Partner has also experienced an increase in the deductible required
to  obtain  coverage.  This may have a negative impact on the Partnership in the
event  of  an  insurance  claim;  and

(vii)     The management fee rate paid by the Partnership will be reduced by 25%
for  the  period  starting  January  1,  2002  and  ending  June  30,  2004.

Several  other factors may affect the Partnership's operating performance in the
year  2003  and  beyond,  including changes in the markets for the Partnership's
equipment  and  changes  in  the  regulatory environment in which that equipment
operates.

(1)     Repricing  Risk

Certain  portions  of  the  Partnership's  aircraft,  railcar, marine container,
marine  vessel,  and  trailer  portfolios will be remarketed in 2003 as existing
leases  expire,  exposing  the  Partnership  to  considerable  repricing
risk/opportunity.  Additionally,  the  General Partner may elect to sell certain
underperforming  equipment  or  equipment  whose  continued operation may become
prohibitively  expensive.  In  either  case,  the  General  Partner  intends  to
re-lease  or  sell  equipment  at  prevailing market rates; however, the General
Partner  cannot  predict  these future rates with any certainty at this time and
cannot  accurately  assess  the  effect  of  such activity on future Partnership
performance.  The  proceeds  from  the  sold  or  liquidated  equipment  will be
redeployed  to  purchase  additional  equipment,  as  the  Partnership is in its
reinvestment  phase.

<PAGE>

(2)     Impact  of  Government  Regulations  on  Future  Operations

The  General  Partner  operates  the  Partnership's equipment in accordance with
current  applicable regulations (see Item 1, Section E, Government Regulations).
However, the continuing implementation of new or modified regulations by some of
the  authorities  mentioned  previously,  or  others,  may  adversely affect the
Partnership's  ability to continue to own or operate equipment in its portfolio.
Additionally,  regulatory  systems  vary  from  country  to  country,  which may
increase  the burden to the Partnership of meeting regulatory compliance for the
same  equipment  operated  between countries.  Ongoing changes in the regulatory
environment,  both in the United States and internationally, cannot be predicted
with  accuracy,  and preclude the General Partner from determining the impact of
such  changes  on  Partnership  operations  or  sale  of  equipment.

Under  US  Federal  Aviation Regulations, after December 31, 1999, no person may
operate  an  aircraft  to  or  from  any airport in the contiguous United States
unless  that aircraft has been shown to comply with Stage III noise levels.  The
cost  to  install  a  hushkit  to  meet  quieter  Stage  III  requirements  is
approximately  $1.5 million, depending on the type of aircraft.  The Partnership
owns  three  Stage  II  aircraft  that  are scheduled to be sold or re-leased in
countries  that  do  not  require  this  regulation.  One  aircraft is currently
off-lease and being stored in a country that does have these regulations and the
remaining  two  aircraft  are  on  leases  that  expire  in  March  2003.

The  US Department of Transportation's Hazardous Materials Regulations regulates
the  classification and packaging requirements of hazardous materials that apply
particularly  to  Partnership's  tank  railcars.  The  Federal  Railroad
Administration  has  mandated that effective July 1, 2000 all tank railcars must
be  re-qualified  every  ten  years  from  the  last test date stenciled on each
railcar  to  insure tank shell integrity.  Tank shell thickness, weld seams, and
weld  attachments  must be inspected and repaired if necessary to re-qualify the
tank  railcar  for  service.  The  average cost of this inspection is $3,600 for
jacketed  tank railcars and $1,800 for non-jacketed tank railcars, not including
any necessary repairs.  This inspection is to be performed at the next scheduled
tank  test  and  every ten years thereafter.  The Partnership currently owns 156
jacketed  tank  railcars  and  106  non-jacketed  tank  railcars  that will need
re-qualification.  As  of  December  31,  2002,  7 jacketed tank railcars and 19
non-jacketed tank railcars of the fleet will need to be re-qualified during 2003
or  2004.

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,
purchases,  or  sale  of  equipment.

(3)     Distributions

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

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

ITEM  7A.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK
              ----------------------------------------------------------------

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

During  2002,  89%  of  the  Partnership's total lease revenues from wholly- and
jointly-owned  equipment came from non-United States-domiciled lessees.  Most of
the  Partnership's  leases  require  payment  in US currency.  If these lessees'
currency devalues against the US dollar, the lessees could potentially encounter
difficulty  in  making  the  US  dollar-denominated  lease  payments.

ITEM  8.     FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA
             -----------------------------------------------

The  financial  statements  for  the  Partnership  are  listed  on  the Index to
Financial  Statements included in Item 15(a) of this Annual Report on Form 10-K.

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

(A)     Disagreements  with  Accountants on Accounting and Financial Disclosures

None

(B)     Changes  in  Accountants

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


<PAGE>
                                    PART III

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

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


Name              Age  Position
-------------------------------------------------------------------------------
<S>              <C>    <C>

Gary D. Engle .   53  Director, PLM Financial Services, Inc., PLM Investment
                      Management, Inc., and PLM Transportation Equipment Corp.

James A. Coyne    42  Director, Secretary and President, PLM Financial Services,
                      Inc. and PLM Investment Management, Inc., Director and
                      Secretary, PLM Transportation Equipment Corp.

Richard K Brock   40  Director and Chief Financial Officer, PLM Financial
                      Services, Inc., PLM Investment Management, Inc. and
                      PLM Transportation Equipment Corp.
</TABLE>


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

James A. Coyne was appointed President of PLM Financial Services, Inc. in August
2002.  He was appointed a Director and Secretary of PLM Financial Services, Inc.
in  April  2001.  He  was  appointed  a  director  of  PLM International, Inc in
February  2001.   He  is a director, Vice President and Secretary of MILPI.  Mr.
Coyne has been a director, President and Chief Operating Officer of Semele since
1997.  Mr.  Coyne  is Executive Vice President of Equis Corporation, the general
partner of EFG.  Mr. Coyne joined EFG in 1989, remained until 1993, and rejoined
in  November  1994.

Richard  K  Brock  was  appointed  a Director and 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., PLM
Transportation  Equipment  Corp.,  or  PLM  Investment  Management,  Inc.

ITEM  11.     EXECUTIVE  COMPENSATION
              -----------------------

The  Partnership  has no directors, officers, or employees.  The Partnership had
no  pension, profit sharing, retirement, or similar benefit plan in effect as of
December  31,  2002.

ITEM  12.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT
              ------------------------------------------------------------------

     (A)     Security  Ownership  of  Certain  Beneficial  Owners

The  General  Partner  is generally entitled to a 5% interest in the profits and
losses  (subject  to  certain  allocations  of  income),  cash  available  for
distributions,  and net disposition proceeds of the Partnership.  As of December
31,  2002, 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,  2002.

ITEM  13.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
              --------------------------------------------------

     (A)     Transactions  with  Management  and  Others

During  2002,  the  Partnership paid or accrued the following fees to FSI or its
affiliates:  management  fees,  $0.2  million;  and  administrative  and  data
processing  services  performed  on  behalf  of  the  Partnership, $0.2 million.

During  2002, the Partnership's proportional share of ownership in USPEs paid or
accrued  the  following  fees  to  FSI  or its affiliates: management fees, $0.2
million;  and  administrative  and  data  processing  services,  $0.1  million.

The  balance due to affiliates as of December 31, 2002 includes $0.1 million due
to FSI and its affiliates for management fees and $0.1 million due to affiliated
USPEs.

ITEM  14.     CONTROLS  AND  PROCEDURES
              -------------------------

Based on their evaluation as of a date within 90 days of the filing of this Form
10-K,  the Partnership's principal Executive Officer and Chief Financial Officer
have  concluded  that  the  Partnership's disclosure controls and procedures are
effective  to  ensure  that  information required to be disclosed in the reports
that  the Partnership files or submits under the Securities Exchange Act of 1934
is  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified  in  the  Securities and Exchange Commission's rules and forms.  There
have  been  no  significant changes in the Partnership's internal controls or in
other  factors  that could significantly affect those controls subsequent to the
date  of  their  evaluation.

                                     PART IV

ITEM  15.     EXHIBITS,  FINANCIAL  STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
              ------------------------------------------------------------------

     (A)     1.     Financial  Statements

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

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

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

a.     Lion  Partnership

     (B)     Financial  Statement  Schedules

          Schedule  II  Valuation  and  Qualifying  Accounts

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

     (C)     Reports  on  Form  8-K

          None.

     (D)     Exhibits

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

4.1     First  Amendment  to  the  Amended  and  Restated  Limited  Partnership
Agreement  dated August 24, 2001, incorporated by reference to the Partnership's
Annual Report on Form 10-K dated December 31, 2001 filed with the Securities and
Exchange  Commission  on  March  28,  2002.

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     Warehouse  Credit  Agreement,  dated  April  13,  2001, incorporated by
reference  to  the  Partnership's  Form 10-Q dated March 31, 2002 filed with the
Securities  and  Exchange  Commission  on  May  8,  2002.

10.3     First  amendment  to the Warehouse Credit Agreement, dated December 21,
2001,  incorporated  by reference to the Partnership's Form 10-Q dated March 31,
2002  filed  with  the  Securities  and  Exchange  Commission  on  May  8, 2002.

10.4     Second  amendment  to  the  Warehouse Credit Agreement, dated April 12,
2002,  incorporated  by reference to the Partnership's Form 10-Q dated March 31,
2002  filed  with  the  Securities  and  Exchange  Commission  on  May  8, 2002.

10.5     Third amendment to the Warehouse Credit Agreement, dated July 11, 2002,
incorporated  by  reference  to  the Partnership's Form 10-Q dated June 30, 2002
filed  with  the  Securities  and  Exchange  Commission  on  August  14,  2002.

10.6     October  2002  purchase  agreement between PLM Transportation Equipment
Corp.,  Inc.  and  Trinity  Tank  Car,  Inc.  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.

10.7     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.

10.8     February  2003  purchase agreement between PLM Transportation Equipment
Corp.,  Inc.  and  Residual  Based  Finance  Corporation.

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

99.1     Lion  Partnership.

99.2     Clement  Partnership.


<PAGE>
------
CONTROL  CERTIFICATION
----------------------



I,  James  A.  Coyne,  certify  that:

1.     I  have  reviewed this annual report on Form 10-K of PLM Equipment Growth
Fund  V.

2.     Based  on  my  knowledge,  this annual report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

4.     The  registrant's  other  certifying  officer  and  I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

a)     designed  such disclosure controls and procedures to ensure that material
information  relating  to  the  registrant  is  made  known  to  us  by  others,
particularly  during  the  period  in  which  this  annual  report  is prepared;

b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

c)     presented  in  this annual report our conclusions about the effectiveness
of  the  disclosure  controls  and  procedures based on our evaluation as of the
Evaluation  Date;

5.     The  registrant's other certifying officer and I have disclosed, based on
our  most recent evaluation, to the registrant's auditors and board of Managers:

a)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

b)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.     The  registrant's  other  certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.




Date:  March  26,  2003     By:     /s/  James  A.  Coyne
                                    ---------------------
                                    James  A.  Coyne
                                    President
                                   (Principal  Executive  Officer)


<PAGE>

CONTROL  CERTIFICATION
----------------------



I,  Richard  K  Brock,  certify  that:

1.     I  have  reviewed this annual report on Form 10-K of PLM Equipment Growth
Fund  V.

2.     Based  on  my  knowledge,  this annual report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

4.     The  registrant's  other  certifying  officer  and  I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

a)     designed  such disclosure controls and procedures to ensure that material
information  relating  to  the  registrant  is  made  known  to  us  by  others,
particularly  during  the  period  in  which  this  annual  report  is prepared;

b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

c)     presented  in  this annual report our conclusions about the effectiveness
of  the  disclosure  controls  and  procedures based on our evaluation as of the
Evaluation  Date;

5.     The  registrant's other certifying officer and I have disclosed, based on
our  most recent evaluation, to the registrant's auditors and board of Managers:

a)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

b)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.     The  registrant's  other  certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.




Date:  March  26,  2003     By:     /s/  Richard  K  Brock
                                    ----------------------
                                    Richard  K  Brock
                                    Chief  Financial  Officer
                                   (Principal  Financial  Officer)

<PAGE>
                                   SIGNATURES

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

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


Dated:  March  26,  2003     PLM  EQUIPMENT  GROWTH  FUND  V
               PARTNERSHIP

     By:     PLM  Financial  Services,  Inc.
             General  Partner


     By:     /s/  James  A.  Coyne
             ---------------------
             James  A.  Coyne
             President


     By:     /s/  Richard  K  Brock
             ----------------------
             Richard  K  Brock
             Chief  Financial  Officer

CERTIFICATION

The undersigned hereby certifies, in their capacity as an officer of the General
Partner of PLM Equipment Growth Fund V (the Partnership), that the Annual Report
of  the  Partnership  on  Form  10-K for the year ended December 31, 2002, 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/  Gary  D.  Engle
--------------------
Gary  D.  Engle     Director,  FSI     March  26,  2003




/s/  James  A.  Coyne
---------------------
James  A.  Coyne     Director,  FSI     March  26,  2003




/s/  Richard  K  Brock
----------------------
Richard  K  Brock     Director,  FSI     March  26,  2003


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

                                  (Item 15(a))


                                                                     Page
                                                                     ----

Independent  auditors'  reports                                     33-34

Balance  sheets  as  of  December  31,  2002  and  2001                35

Statements  of  income  for  the  years  ended
     December  31,  2002,  2001,  and  2000                            36

Statements  of  changes  in  partners'  capital  for  the
     years  ended  December  31,  2002,  2001,  and  2000              37

Statements  of  cash  flows  for  the  years  ended
     December  31,  2002,  2001,  and  2000                            38

Notes  to  financial  statements                                    39-52

Independent  auditors'  reports  on  financial  statement  schedule    53

Schedule  II  valuation  and  qualifying  accounts                     54



<PAGE>








INDEPENDENT  AUDITORS'  REPORT





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, 2002 and 2001, 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 auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  such  financial  statements  present  fairly, in all material
respects,  the financial position of the Partnership as of December 31, 2002 and
2001,  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/  Deloitte  &  Touche  LLP
Certified  Public  Accountants

Tampa,  Florida
March  7,  2003
(March  21,  2003  as  to  note  12)

<PAGE>








INDEPENDENT  AUDITORS'  REPORT





The  Partners
PLM  Equipment  Growth  Fund  V:


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

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

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




/s/  KPMG  LLP

SAN  FRANCISCO,  CALIFORNIA
March  12,  2001

<PAGE>

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

<TABLE>
<CAPTION>


                                                                              2002       2001
                                                                            ---------  ---------
ASSETS
<S>                                                                         <C>        <C>
Equipment held for operating leases, at cost . . . . . . . . . . . . . . .  $ 72,233   $ 73,711
Less accumulated depreciation. . . . . . . . . . . . . . . . . . . . . . .   (64,580)   (62,572)
                                                                            ---------  ---------
  Net equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7,653     11,139


Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . .    11,114      6,312
Restricted cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        60         --
Accounts and note receivable, less allowance for doubtful accounts of
    $3,208 in 2002 and $664 in 2001. . . . . . . . . . . . . . . . . . . .       723      1,041
Investments in unconsolidated special-purpose entities . . . . . . . . . .     4,694      5,703
Lease negotiation fees to affiliate, less accumulated
    amortization of $34 in 2002 and $33 in 2001. . . . . . . . . . . . . .        13         14
Prepaid expenses and other assets. . . . . . . . . . . . . . . . . . . . .       291         34
                                                                            ---------  ---------
      Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 24,548   $ 24,243
                                                                            =========  =========
LIABILITIES AND PARTNERS' CAPITAL

Liabilities
Accounts payable and accrued expenses. . . . . . . . . . . . . . . . . . .  $    277   $    410
Due to affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . . . .       166        194
Lessee deposits and reserve for repairs. . . . . . . . . . . . . . . . . .     2,941      3,149
                                                                            ---------  ---------
  Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,384      3,753
                                                                            ---------  ---------

Commitments and contingencies

Partners' capital
Limited partners (8,478,448 limited partnership units outstanding in 2002
      and 8,533,465 limited partnership units outstanding in 2001) . . . .    21,164     20,490
General Partner. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        --         --
                                                                            ---------  ---------
  Total partners' capital. . . . . . . . . . . . . . . . . . . . . . . . .    21,164     20,490
                                                                            ---------  ---------

      Total liabilities and partners' capital. . . . . . . . . . . . . . .  $ 24,548   $ 24,243
                                                                            =========  =========
</TABLE>
















                 See accompanying notes to financial statements.

<PAGE>

                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                              STATEMENTS OF INCOME
                        FOR THE YEARS ENDED DECEMBER 31,
         (in thousands of dollars, except weighted-average unit amounts)


<TABLE>
<CAPTION>


                                                     2002      2001     2000
                                                   --------  --------  -------
REVENUES
<S>                                                <C>       <C>       <C>
Lease revenue . . . . . . . . . . . . . . . . . .  $ 9,278   $11,029   $20,918
Interest and other income . . . . . . . . . . . .      366       242       204
Gain on disposition of equipment. . . . . . . . .      244     1,251     1,351
Loss on disposition of equipment. . . . . . . . .       --        (5)       --
                                                   --------  --------  -------
    Total revenues. . . . . . . . . . . . . . . .    9,888    12,517    22,473
                                                   --------  --------  -------

EXPENSES

Depreciation and amortization . . . . . . . . . .    2,990     5,629     8,153
Repairs and maintenance . . . . . . . . . . . . .      729     1,074     1,781
Equipment operating expenses. . . . . . . . . . .       32       317     4,984
Insurance expenses. . . . . . . . . . . . . . . .      137       196       206
Management fees to affiliate. . . . . . . . . . .      211       454     1,013
Interest expense. . . . . . . . . . . . . . . . .       --       164     1,038
General and administrative expenses to affiliates      161       443       776
Other general and administrative expenses . . . .    1,084       527       879
Impairment loss on equipment. . . . . . . . . . .      408        --        --
Provision for bad debts . . . . . . . . . . . . .    2,337       631        55
                                                   --------  --------  -------
    Total expenses. . . . . . . . . . . . . . . .    8,089     9,435    18,885
                                                   --------  --------  -------

Equity in net income (loss) of unconsolidated
  special-purpose entities. . . . . . . . . . . .   (1,161)      186       406
                                                   --------  --------  -------
Net income. . . . . . . . . . . . . . . . . . . .  $   638   $ 3,268   $ 3,994
                                                   ========  ========  =======

PARTNERS' SHARE OF NET INCOME

Limited partners. . . . . . . . . . . . . . . . .  $   638   $ 3,149   $ 3,517
General Partner . . . . . . . . . . . . . . . . .       --       119       477
                                                   --------  --------  -------

Total . . . . . . . . . . . . . . . . . . . . . .  $   638   $ 3,268   $ 3,994
                                                   ========  ========  =======
Limited partners' net income per
    weighted-average limited partnership unit . .  $  0.08   $  0.35   $  0.39
                                                   ========  ========  =======
</TABLE>













                 See accompanying notes to financial statements.

<PAGE>

                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
              FOR THE YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000
                            (in thousands of dollars)


<TABLE>
<CAPTION>


                                                 Limited     General
                                                 Partners    Partner    Total
                                                ------------------------------
<S>                                             <C>         <C>        <C>
  Partners' capital as of December 31, 1999. .  $  27,006   $     --   $27,006

Net income . . . . . . . . . . . . . . . . . .      3,517        477     3,994

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

Cash distribution. . . . . . . . . . . . . . .     (9,067)      (477)   (9,544)
                                                ----------  ---------  --------
  Partners' capital as of December 31, 2000. .     21,446         --    21,446

Net income . . . . . . . . . . . . . . . . . .      3,149        119     3,268

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

Cash distribution. . . . . . . . . . . . . . .     (1,601)      (119)   (1,720)
                                                ----------  ---------  --------
  Partners' capital as of December 31, 2001. .     20,490         --    20,490

Net income . . . . . . . . . . . . . . . . . .        638         --       638

Canceled purchase of limited partnership units         36         --        36
                                                ----------  ---------  --------
  Partners' capital as of December 31, 2002. .  $  21,164   $     --   $21,164
                                                ==========  =========  ========
</TABLE>
























                 See accompanying notes to financial statements.

<PAGE>


<PAGE>

<PAGE>
                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                            STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED DECEMBER 31,
                            (in thousands of dollars)
<TABLE>
<CAPTION>

<S>                                                         <C>       <C>       <C>
                                                               2002      2001       2000
                                                            --------  --------  ---------
OPERATING ACTIVITIES
Net income . . . . . . . . . . . . . . . . . . . . . . . .  $   638   $ 3,268   $  3,994
Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
  Depreciation and amortization. . . . . . . . . . . . . .    2,990     5,629      8,153
  Amortization of debt issuance costs. . . . . . . . . . .       --        23         25
  Provision for bad debts. . . . . . . . . . . . . . . . .    2,337       631         55
  Impairment loss on equipment . . . . . . . . . . . . . .      408        --         --
  Net gain on disposition of equipment . . . . . . . . . .     (244)   (1,246)    (1,351)
  Equity in net (income) loss of unconsolidated
    special-purpose entities . . . . . . . . . . . . . . .    1,161      (186)      (406)
  Changes in operating assets and liabilities:
    Accounts and note receivable . . . . . . . . . . . . .   (1,992)     (103)       554
    Prepaid expenses and other assets. . . . . . . . . . .     (257)        5         15
    Accounts payable and accrued expenses. . . . . . . . .       81       (49)      (256)
    Due to affiliates. . . . . . . . . . . . . . . . . . .      (28)      (65)       (45)
    Lessee deposits and reserve for repairs. . . . . . . .     (208)      421         87
                                                            --------  --------  ---------
       Net cash provided by operating activities . . . . .    4,886     8,328     10,825
                                                            --------  --------  ---------

INVESTING ACTIVITIES
Proceeds from disposition of equipment . . . . . . . . . .      306     2,679      7,183
Payments for purchase of equipment and capitalized repairs       --        (4)    (2,679)
(Contribution to) distribution from unconsolidated
    special-purpose entities . . . . . . . . . . . . . . .     (152)    2,673      1,850
Payments of acquisition fees to affiliate. . . . . . . . .       --      (101)        --
Payments of lease negotiation fees to affiliate. . . . . .       --       (23)        --
                                                            --------  --------  ---------
      Net cash provided by investing activities. . . . . .      154     5,224      6,354
                                                            --------  --------  ---------

FINANCING ACTIVITIES
Payments of note payable . . . . . . . . . . . . . . . . .       --    (5,474)   (10,010)
Proceeds from short-term loan from affiliate . . . . . . .       --        --      4,500
Payment of short-term loan to affiliate. . . . . . . . . .       --        --     (4,500)
(Increase) decrease in restricted cash . . . . . . . . . .      (60)      445         (4)
Cash distribution paid to General Partner. . . . . . . . .       --      (119)      (477)
Cash distribution paid to limited partners . . . . . . . .       --    (1,601)    (9,067)
Canceled purchase of limited partnership units . . . . . .       36        --         --
Payment for limited partnership units. . . . . . . . . . .     (214)   (2,290)       (10)
                                                            --------  --------  ---------
      Net cash used in financing activities. . . . . . . .     (238)   (9,039)   (19,568)
                                                            --------  --------  ---------

Net increase (decrease) in cash and cash equivalents . . .    4,802     4,513     (2,389)
Cash and cash equivalents at beginning of year . . . . . .    6,312     1,799      4,188
                                                            --------  --------  ---------
Cash and cash equivalents at end of year . . . . . . . . .  $11,114   $ 6,312   $  1,799
                                                            ========  ========  =========

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







                 See accompanying notes to financial statements.

<PAGE>
                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

1.     Basis  of  Presentation
       -----------------------

Organization
------------

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

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

The  Partnership  is  currently  in  its  investment  phase  during  which  the
Partnership  uses  cash  generated  from  operations  and  proceeds  from  asset
dispositions  to  purchase  additional  equipment.  The General Partner believes
these acquisitions may cause the Partnership to generate additional earnings and
cash  flow  for  the  Partnership.

The  Partnership  may  reinvest  its  cash  flow,  surplus  cash  and  equipment
disposition  proceeds in additional equipment, consistent with the objectives of
the  Partnership,  until  December  31, 2004.  The Partnership will terminate on
December  31,  2010, unless terminated earlier upon sale of all equipment and by
certain  other  events.

Estimates
---------

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

Operations
----------

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

Accounting  for  Leases
-----------------------

The  Partnership's  leasing  operations  generally  consist of operating leases.
Under  the  operating  lease method of accounting, the lessor records the leased
asset  at  cost and depreciates the leased asset over its estimated useful life.
Rental  payments  are  recorded  as  revenue  over  the  lease term as earned in
accordance  with  Statement  of  Financial  Accounting  Standards (SFAS) No. 13,
"Accounting  for Leases" (SFAS No. 13).  Lease origination costs are capitalized
and  amortized over the term of the lease.  Periodically, the Partnership leases
equipment with lease terms that qualify for direct finance lease classification,
as  required  by  SFAS  No.  13.


<PAGE>
                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

1.     Basis  of  Presentation  (continued)
       -----------------------

Depreciation  and  Amortization
-------------------------------

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

Transportation  Equipment
-------------------------

Equipment  held  for  operating  leases  is  stated  at  cost.

In  accordance  with  SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets  and for Long-Lived Assets to Be Disposed Of" (SFAS No. 121), the General
Partner reviewed the carrying values of the Partnership's equipment portfolio at
least  quarterly and whenever circumstances indicated that the carrying value of
an  asset  may  not be recoverable due to expected future market conditions.  If
the  projected  undiscounted cash flows and the fair value of the equipment were
less  than the carrying value of the equipment, an impairment loss was recorded.

In October 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
144,  "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS No.
144),  which  replaces  SFAS  No.  121.  In  accordance  with  SFAS No. 144, 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.  The Partnership applied the new rules on accounting
for  the  impairment or disposal of long-lived assets beginning January 1, 2002.

The  estimate  of the fair value for the Partnership's owned and partially owned
equipment  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.  The events of September 11, 2001, along with the change
in  general  economic  conditions  in  the United States (US), have continued to
adversely affect the market demand for both new and used commercial aircraft and
weakened  the  financial  position  of  several  airlines.

The  Partnership  has recorded write-downs of certain owned aircraft and certain
partially owned aircraft, representing impairment to the carrying value.  During
2001, an unconsolidated special-purpose entity (USPE) trust owning two Stage III
commercial  aircraft on a direct finance lease reduced its net investment in the
finance lease receivable due to a series of lease amendments.  The Partnership's
proportionate share of this writedown, which is included in equity in net income
(loss)  of  the USPE in the accompanying statements of income, was $1.0 million.
During  2002,  the  bankruptcy  of a major US airline and subsequent increase in
off-lease  aircraft  indicated  to the General Partner that an impairment to the
aircraft  portfolio may exist.  The General Partner determined the fair value of
the  aircraft  based  on  the  valuation  given  by  its independent third party
aircraft equipment manager that considered, among other factors, expected income
to  be  earned  from  the  asset,  estimated  sales  proceeds  and holding costs
excluding  interest.  This  resulted  in  an  impairment  of  $0.4 million to an
aircraft  owned by the Partnership.  No reductions were required to the carrying
value  of  the owned equipment during 2001 and 2000 or partially owned equipment
in  2002  and  2000.

<PAGE>
                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

1.     Basis  of  Presentation  (continued)
       -----------------------

Investments  in  Unconsolidated  Special-Purpose  Entities
----------------------------------------------------------

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

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

Repairs  and  Maintenance
-------------------------

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

Net  Income  and  Distributions  Per  Limited  Partnership  Unit
----------------------------------------------------------------

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

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

Cash distributions are recorded when declared.  Cash distributions are generally
paid  in  the  same  quarter  they are declared.  Monthly unitholders received a
distribution  check 15 days after the close of the previous month's business and
quarterly  unitholders  received a distribution check 45 days after the close of
the  quarter.

For  the years ended December 31, 2001 and 2000, cash distributions totaled $1.7
million and $9.5 million, respectively, or $0.18, and $1.00 per weighted-average
limited  partnership unit, respectively.  No cash distributions were declared or
paid  during  2002.


<PAGE>
                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

1.     Basis  of  Presentation  (continued)
       -----------------------

Net  Income  and  Distributions  Per  Limited  Partnership  Unit(continued)
----------------------------------------------------------------

Cash  distributions to investors in excess of net income are considered a return
of  capital.  Cash distributions to the limited partners of $5.5 million in 2000
were  deemed  to  be a return of capital.  None of the cash distributions to the
limited  partners  during  2001  were  deemed  to  be  a  return  of  capital.

Cash  distributions  related  to  the  fourth  quarter 2000 of $1.6 million were
declared  and  paid  during  the  first  quarter  of  2001.  There  were no cash
distributions  related  to the fourth quarter 2002 or 2001 paid during the first
quarter  of  2003  or  2002.

Net  Income  Per  Weighted-Average  Limited  Partnership  Unit
--------------------------------------------------------------

Net  income  per  weighted-average  limited  partnership  unit  was  computed by
dividing  net  income  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, 2002, 2001, and 2000, was 8,498,098, 9,061,535, and
9,0661,391,  respectively.

Cash  and  Cash  Equivalents
----------------------------

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

Comprehensive  Income
---------------------

The  Partnership's  comprehensive  income  is  equal to net income for the years
ended  December  31,  2002,  2001,  and  2000.

Restricted  Cash
----------------

As  of  December  31,  2002,  restricted  cash  consists  of  bank  accounts and
short-term investments that are primarily subject to withdrawal restrictions per
loan  agreements.

New  Accounting  Standards
--------------------------

On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets" (SFAS No.
142),  was  approved by the FASB.  SFAS No. 142 changes the method of accounting
for goodwill and other intangible assets determined to have an indefinite useful
life  from  an amortization method to an impairment-only approach.  Amortization
of applicable intangible assets will cease upon adoption of this statement.  The
Partnership  implemented  SFAS  No. 142 on January 1, 2002.  SFAS No. 142 had no
impact  on  the  Partnership's  financial  position  or  results  of operations.

In  April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4,  44,  and  64, Amendment of FASB No. 13, and Technical Corrections" (SFAS No.
145).  The  provisions  of SFAS No. 145 are effective for fiscal years beginning
after  May  15,  2002.  As  permitted  by the pronouncement, the Partnership has
elected  early adoption of SFAS No. 145 as of January 1, 2002.  SFAS No. 145 had
no  impact  on  the  Partnership's  financial position or results of operations.

In  July  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with  Exit or Disposal Activities" (SFAS No. 146), which is based on the general
principle  that  a  liability  for  a  cost  associated with an exit or disposal
activity  should  be recorded when it is incurred and initially measured at fair
value.  SFAS  No. 146 applies to costs associated with (1) an exit activity that
does  not  involve  an entity newly acquired in a business combination, or (2) a
disposal  activity  within  the  scope  of  SFAS  No.  146.  These

<PAGE>
                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

New  Accounting  Standards  (continued)
--------------------------

costs  include  certain termination benefits, costs to terminate a contract that
is  not a capital lease, and other associated costs to consolidate facilities or
relocate  employees.  Because the provisions of this statement are to be applied
prospectively  to exit or disposal activities initiated after December 31, 2002,
the  effect  of  adopting  this  statement  cannot  be  determined.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and  Disclosure  Requirements  for  Guarantees, Including Indirect Guarantees of
Indebtedness of Others" (FIN 45).  This interpretation requires the guarantor to
recognize  a  liability for the fair value of the obligation at the inception of
the  guarantee.  The provisions of FIN 45 will be applied on a prospective basis
to  guarantees  issued  after  December  31,  2002.

In  January  2003, FASB issued Interpretation No. 46, "Consolidation of Variable
Interest  Entities"  ("FIN  46").  This  interpretation  clarifies  existing
accounting  principles  related  to  the  preparation  of consolidated financial
statements  when  the  owners  of  an  USPE do not have the characteristics of a
controlling  financial interest or when the equity at risk is not sufficient for
the  entity  to finance its activities without additional subordinated financial
support  from  others.  FIN 46 requires the Partnership to evaluate all existing
arrangements  to  identify  situations  where  the  Partnership  has a "variable
interest,"  commonly evidenced by a guarantee arrangement or other commitment to
provide  financial  support,  in a "variable interest entity," commonly a thinly
capitalized  entity,  and further determine when such variable interest requires
the  Partnership  to  consolidate  the  variable  interest  entities'  financial
statements with its own.  The Partnership is required to perform this assessment
by  September  30, 2003 and consolidate any variable interest entities for which
the  Partnership  will  absorb  a  majority  of the entities' expected losses or
receive  a  majority  of  the  expected  residual  gains.  The  Partnership  has
determined  that  it  is  not  reasonably  possible  that it will be required to
consolidate  or  disclose  information about a variable interest entity upon the
effective  date  of  FIN  46.

Reclassifications
-----------------

Certain amounts in the 2001 and 2000 financial statements have been reclassified
to  conform  to  the  2002  presentations.

2.     Transactions  with  General  Partner  and  Affiliates
       -----------------------------------------------------

An  officer  of  FSI contributed $100 of the Partnership's initial capital.  The
equipment  management  agreement,  subject  to  certain reductions, requires the
payment  of  a  monthly management fee attributable either to owned equipment or
interests  in  equipment owned by the USPEs 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,  or  (c)  7% of the gross lease revenues
attributable  to  equipment,  if  any,  that  is  subject  to  per  diem leasing
arrangements  and  thus  is  operated  by  the  Partnership.  The  Partnership
management  fee  in  2002, 2001 and 2000 was $0.2 million, $0.5 million and $1.0
million,  respectively.  Partnership management fees will be reduced 25% for the
period  January  1,  2002  through  June  30,  2004 as part of the settlement of
litigation  in  a prior year.  The Partnership reimbursed FSI and its affiliates
for  data  processing  and  administrative expenses directly attributable to the
Partnership in the amount of $0.2 million, $0.4 million, and $0.8 million during
2002,  2001,  and  2000,  respectively.

The Partnership's proportional share of USPEs' management fees to affiliate were
$0.2  million  during  2002  and  $0.3  million  during  2001  and 2000, and the
Partnership's  proportional share of administrative and data processing expenses
to  affiliate  was $0.1 million, $0.2 million and $0.1 million during 2002, 2001
and  2000,  respectively.  Both  of  these  affiliate  expenses  reduced  the
Partnership's  proportional  share  of  the  equity interest in income in USPEs.

<PAGE>
                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

2.     Transactions  with  General  Partner  and  Affiliates  (continued)
       -----------------------------------------------------

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

The  Partnership  and  the USPEs paid or accrued equipment acquisition and lease
negotiation  fees  of  $-0-  to TEC in 2002 and 2000, and $0.1 million, in 2000.

The  Partnership owned certain equipment in conjunction with affiliated programs
during  2002,  2001,  and  2000  (see  Note  4).

The  Partnership  borrowed  a  total $4.5 million from the General Partner for a
period  of time during 2000.  The General Partner charged the Partnership market
interest  rates  for  the time the loan was outstanding.  Total interest paid to
the  General  Partner  was  $0.1  million  during  2000.  There  were no similar
borrowings  during  2002  or  2001.

The  balance  due  to  affiliates as of December 31, 2002 and 2001 includes $0.1
million  due  to FSI and its affiliates for management fees and $0.1 million due
to  affiliated  USPEs.

3.     Equipment
       ---------

Owned  equipment held for operating leases is stated at cost.  The components of
owned  equipment  as  of  December 31 were as follows (in thousands of dollars):
<TABLE>
<CAPTION>

<S>                                  <C>        <C>
Equipment Held for Operating Leases      2002       2001
---------------------------------------------------------
  Aircraft. . . . . . . . . . . . .  $ 55,172   $ 55,172
  Rail equipment. . . . . . . . . .    11,022     11,265
  Marine containers . . . . . . . .     3,855      5,059
  Trailers. . . . . . . . . . . . .     2,184      2,215
                                     ---------  ---------
                                       72,233     73,711
  Less accumulated depreciation . .   (64,580)   (62,572)
                                     ---------  ---------
    Net equipment . . . . . . . . .  $  7,653   $ 11,139
                                     =========  =========
</TABLE>


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

As  of  December  31,  2002,  all  owned equipment was on lease except for three
aircraft  and 79 railcars with a net book value of $1.6 million.  As of December
31,  2001,  all  owned  equipment was on lease except for 87 railcars with a net
book  value  of  $0.5  million.

Equipment held for operating leases is stated at cost less any reductions to the
carrying value as required by SFAS No. 144.  In 2002, the Partnership recorded a
write-down  of  certain  owned  aircraft representing impairment to the carrying
value.  During  2002,  the  bankruptcy  of  a  major  US  airline and subsequent
increase  in  off-lease  aircraft  indicated  to  the  General  Partner  that an
impairment  to the aircraft portfolio may exist.  The General Partner determined
the  fair  value of the aircraft based on the valuation given by its independent
third  party  aircraft  equipment  manager that considered, among other factors,
expected  income  to  be  earned  from  the  asset, estimated sales proceeds and
holding  costs  excluding  interest.  This  resulted  in  an  impairment of $0.4
million to an aircraft owned by the Partnership.  No reductions were required to
the  carrying  value  of  the  owned  equipment  during  2001  and  2000.

<PAGE>
                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

3.     Equipment  (continued)
       ---------

During  2002,  the  Partnership  disposed  of  marine  containers, railcars, and
trailers  with  an aggregate net book value of $0.1 million for proceeds of $0.3
million.  During  2001,  the  Partnership  disposed  of  a marine vessel, marine
containers,  trailers,  and  a  railcar with an aggregate net book value of $1.4
million,  for  $2.7  million.

All  owned  equipment  on  lease  is  accounted for as operating leases.  Future
minimum  rentals  under noncancelable operating leases, as of December 31, 2002,
for  owned  equipment  during each of the next five years are approximately $4.7
million  in  2003;  $3.6  million in 2004; $1.5 million in 2005; $1.3 million in
2006;  $0.4  million  in  2007;  and  $0.7  million  thereafter.  Per  diem  and
short-term  rentals  consisting  of  utilization rate lease payments included in
lease  revenues  amounted  to approximately $0.5 million, $0.7 million, and $9.9
million  in  2002,  2001,  and  2000,  respectively.

4.     Investments  in  Unconsolidated  Special-Purpose  Entities
       ----------------------------------------------------------

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

Ownership  interest  is based on the Partnership's contribution towards the cost
of  the  equipment in the USPEs.  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 difference has to do with certain fees
such  as management and acquisition and lease negotiation fees varying among the
owners  of  the  USPEs.

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 as of December 31, 2002 and 2001 (in
thousands  of  dollars):
<TABLE>
<CAPTION>

<S>                                        <C>            <C>          <C>            <C>
                                                            Aero
                                             Clement      California       Lion
As of December 31, 2002 . . . . . . . . .  Partnership1     Trust2      Partnership3   Total
--------------------------------------------------------------------------------------------
Assets
  Equipment less accumulated depreciation  $         546  $        --  $       7,356
  Receivables . . . . . . . . . . . . . .            745          420            716
  Finance lease receivable. . . . . . . .             --        2,425             --
  Other assets. . . . . . . . . . . . . .             --          137             10
                                           -------------  -----------  -------------
    Total assets. . . . . . . . . . . . .  $       1,291  $     2,982  $       8,082
                                           =============  ===========  =============

Liabilities
  Accounts payable. . . . . . . . . . . .  $         173  $         1  $         548
  Due to affiliates . . . . . . . . . . .             11            2             44
  Lessee deposits and reserve for repairs             --          420             97
                                           -------------  -----------  -------------
    Total liabilities . . . . . . . . . .            184          423            689
                                           -------------  -----------  -------------

Equity. . . . . . . . . . . . . . . . . .          1,107        2,559          7,393
                                           -------------  -----------  -------------
    Total liabilities and equity. . . . .  $       1,291  $     2,982  $       8,082
                                           =============  ===========  =============

Partnership's share of equity . . . . . .  $         529  $       640  $       3,525  $4,694
                                           =============  ===========  =============  ======
</TABLE>










1     The Partnership owns a 50% interest in the Clement Partnership that owns a
product  tanker.
2     The Partnership owns a 25% interest in the Aero California Trust that owns
two  stage  III  commercial  aircraft  on  a  direct  finance  lease.
3     The  Partnership  owns  a 48% interest in the Lion Partnership that owns a
product  tanker.

<PAGE>
                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

4.     Investments  in  Unconsolidated  Special-Purpose  Entities  (continued)
       ----------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                        <C>            <C>          <C>            <C>
                                                              Aero
                                             Clement       California      Lion
As of December 31, 2001 . . . . . . . . .  Partnership1      Trust2     Partnership3   Total
--------------------------------------------------------------------------------------------
Assets
  Equipment less accumulated depreciation  $       1,239  $        --  $       8,827
  Receivables . . . . . . . . . . . . . .            302          420            776
  Finance lease receivable. . . . . . . .             --        3,234             --
  Other assets. . . . . . . . . . . . . .             --          225             --
                                           -------------  -----------  -------------
    Total assets. . . . . . . . . . . . .  $       1,541  $     3,879  $       9,603
                                           =============  ===========  =============

Liabilities
  Accounts payable. . . . . . . . . . . .  $         263  $        --  $         111
  Due to affiliates . . . . . . . . . . .             48           39             51
  Lessee deposits and reserve for repairs             --          420            514
                                           -------------  -----------  -------------
    Total liabilities . . . . . . . . . .            311          459            676
                                           -------------  -----------  -------------

Equity. . . . . . . . . . . . . . . . . .          1,230        3,420          8,927
                                           -------------  -----------  -------------
    Total liabilities and equity. . . . .  $       1,541  $     3,879  $       9,603
                                           =============  ===========  =============

Partnership's share of equity . . . . . .  $         600  $       855  $       4,248  $5,703
                                           =============  ===========  =============  ======
</TABLE>


The  tables  below set forth 100% of the revenues, direct and indirect expenses,
impairment  loss  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 years ended December 31, 2002, 2001, and 2001 (in thousands
of  dollars):
<TABLE>
<CAPTION>


                                                             Aero
For the year ended                           Clement       California      Lion
December 31, 2002                          Partnership1      Trust2     Partnership3    Total
---------------------------------------------------------------------------------------------
<S>                                       <C>             <C>          <C>             <C>
  Revenues . . . . . . . . . . . . . . .  $       3,335   $       496  $       5,390
  Less: Direct expenses. . . . . . . . .          4,034            24          4,471
            Indirect expenses. . . . . .            781           129          1,878
                                          --------------  -----------  --------------
    Net income (loss). . . . . . . . . .  $      (1,480)  $       343  $        (959)
                                          ==============  ===========  ==============

Partnership's share of net income (loss)  $        (808)  $        86  $        (439)  $(1,161)
                                          ==============  ===========  ==============  ========
</TABLE>


<TABLE>
<CAPTION>


                                                             Aero
For the year ended                           Clement       California       Lion         Montgomery
December 31, 2001                          Partnership1      Trust2     Partnership3    Partnership4   Total
------------------------------------------------------------------------------------------------------------
<S>                                       <C>             <C>           <C>            <C>             <C>
  Revenues . . . . . . . . . . . . . . .  $       4,100   $     1,336   $       9,651  $          --
  Less: Direct expenses. . . . . . . . .          3,509            16           4,586             68
            Indirect expenses. . . . . .          1,046           149           2,503             --
            Impairment loss. . . . . . .             --         4,069              --             --
                                          --------------  ------------  -------------  --------------
    Net income (loss). . . . . . . . . .  $        (455)  $    (2,898)  $       2,562  $         (68)
                                          ==============  ============  =============  ==============

Partnership's share of net income (loss)  $        (272)  $      (725)  $       1,217  $         (34)  $  186
                                          ==============  ============  =============  ==============  ======
</TABLE>


<TABLE>
<CAPTION>


                                                           Aero
For the year ended                           Clement     California        Lion         Montgomery
December 31, 2000                         Partnership1     Trust2      Partnership3    Partnership4   Total
-----------------------------------------------------------------------------------------------------------
<S>                                       <C>            <C>          <C>             <C>             <C>
  Revenues . . . . . . . . . . . . . . .  $       8,073  $     1,528  $       4,417   $         237
  Less: Direct expenses. . . . . . . . .          6,428           19          2,583             (60)
            Indirect expenses. . . . . .          1,150          158          2,454              26
                                          -------------  -----------  --------------  --------------
    Net income (loss). . . . . . . . . .  $         495  $     1,351  $        (620)  $         271
                                          =============  ===========  ==============  ==============

Partnership's share of net income (loss)  $         197  $       384  $        (297)  $         122   $  406
                                          =============  ===========  ==============  ==============  ======
</TABLE>



1     The Partnership owns a 50% interest in the Clement Partnership that owns a
product  tanker.
2     The Partnership owns a 25% interest in the Aero California Trust that owns
two  stage  III  commercial  aircraft  on  a  direct  finance  lease.
3     The  Partnership  owns  a 48% interest in the Lion Partnership that owns a
product  tanker.
4     The  Partnership  owned  a 50% interest in the Montgomery Partnership that
owned  a  bulk  carrier.

<PAGE>
                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

4.     Investments  in  Unconsolidated  Special-Purpose  Entities  (continued)
       ----------------------------------------------------------

As  of  December  31,  2002  and  2001,  all  jointly-owned  equipment  in  the
Partnership's  USPE  portfolio  was  on  lease.

The  Partnership  recorded  a  write-down  of  certain partially owned aircraft,
representing impairment to the carrying value.  During 2001, a USPE trust owning
two  Stage  III  commercial  aircraft  on a direct finance lease reduced its net
investment  in the finance lease receivable due to a series of lease amendments.
The  Partnership's  proportionate  share of this writedown, which is included in
equity in net income (loss) of the USPE in the accompanying statement of income,
was  $1.0  million.

All  jointly  owned  equipment  on  lease  is accounted for as operating leases,
except for two jointly owned commercial aircraft on a direct finance lease.  The
Partnership's  proportionate share of future minimum rentals under noncancelable
operating  leases  as  of  December 31, 2002, for jointly owned equipment during
each  of  the  next  five  years are approximately $0.6 million in 2003 and $0.6
million  in  2004.  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 $4.2 million in 2002, $6.6 million in
2001,  and  $4.0  million  in  2000.

5.     Operating  Segments
       -------------------

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

The General Partner evaluates the performance of each segment based on profit or
loss  from  operations  before  allocation  of  interest  expense,  general  and
administrative  expenses,  and certain other expenses.  The segments are managed
separately  due  to  different  business  strategies  for  each  operation.  The
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,  2002,  2001  and  2000.

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


                                                    Marine      Marine
                                        Aircraft   Container    Vessel     Trailer   Railcar      All
For the Year Ended December 31, 2002     Leasing    Leasing     Leasing    Leasing   Leasing    Other 1    Total
----------------------------------------------------------------------------------------------------------------
<S>                                     <C>        <C>         <C>        <C>        <C>       <C>        <C>

REVENUES
  Lease revenue. . . . . . . . . . . .  $   7,187  $      181  $     --   $    334   $  1,576  $     --   $ 9,278
  Interest and other income. . . . . .         29          --       168         --         18       151       366
  Gain on disposition of equipment . .         --         143        --          9         92        --       244
                                        ---------  ----------  ---------  ---------  --------  ---------  --------
     Total revenues. . . . . . . . . .      7,216         324       168        343      1,686       151     9,888
                                        ---------  ----------  ---------  ---------  --------  ---------  --------

EXPENSES
  Operations support . . . . . . . . .         52           5        --        207        571        63       898
  Depreciation and amortization. . . .      2,129         210        --        125        525         1     2,990
  Management fees to affiliates. . . .         99           7        --         13         92        --       211
  General and administrative expenses.        297          --        --         64        111       773     1,245
  Impairment loss. . . . . . . . . . .        408          --        --         --         --        --       408
  Provision for bad debts. . . . . . .      2,329          --        --          6          2        --     2,337
                                        ---------  ----------  ---------  ---------  --------  ---------  --------
     Total expenses. . . . . . . . . .      5,314         222        --        415      1,301       837     8,089
                                        ---------  ----------  ---------  ---------  --------  ---------  --------
Equity in net income (loss) of USPEs .         86          --    (1,247)        --         --        --    (1,161)
                                        ---------  ----------  ---------  ---------  --------  ---------  --------
Net income (loss). . . . . . . . . . .  $   1,988  $      102  $ (1,079)  $    (72)  $    385  $   (686)  $   638
                                        =========  ==========  =========  =========  ========  =========  ========

Total assets as of Dcember 31, 2002. .  $   6,460  $      123  $  4,222   $    445   $  1,820  $ 11,478   $24,548
                                        =========  ==========  =========  =========  ========  =========  ========

</TABLE>


Includes  certain  assets  not  identifiable to a specific segment such as cash,
restricted  cash,  lease  negotiation  fees and prepaid expenses.  Also includes
certain interest income and costs not identifiable to a particular segment, such
as  interest  expense  and  certain amortization, general and administrative and
operations  support  expenses.

<PAGE>
                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

5.     Operating  Segments  (continued)
       -------------------

<TABLE>
<CAPTION>


                                                         Marine     Marine
                                             Aircraft   Container    Vessel    Trailer    Railcar      All
For the Year Ended December 31, 2001         Leasing     Leasing    Leasing    Leasing    Leasing    Other 1    Total
---------------------------------------------------------------------------------------------------------------------
<S>                                         <C>         <C>         <C>       <C>        <C>        <C>        <C>

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

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

Total assets as of Dcember 31, 2001. . . .  $   9,662   $      408  $  4,914  $    582   $  2,317   $  6,360   $24,243
                                            ==========  ==========  ========  =========  =========  =========  =======
</TABLE>






































     Includes  certain  assets  not  identifiable  to a specific segment such as
cash,  restricted  cash,  lease  negotiation  fees  and  prepaid expenses.  Also
includes  certain  interest  income  and  costs not identifiable to a particular
segment,  such  as  interest  expense  and  certain  amortization,  general  and
administrative  and  operations  support  expenses.


<PAGE>
                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

5.     Operating  Segments  (continued)
       -------------------

<TABLE>
<CAPTION>


                                                     Marine     Marine
                                        Aircraft   Container    Vessel   Trailer   Railcar      All
For the Year Ended December 31, 2000     Leasing    Leasing    Leasing   Leasing   Leasing    Other 2    Total
--------------------------------------------------------------------------------------------------------------
<S>                                     <C>        <C>         <C>       <C>       <C>       <C>        <C>

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

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




6.     Geographic  Information
       -----------------------

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

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


















-----------------------------
2     Includes  certain  interest  income  and  costs  not  identifiable  to  a
particular  segment,  such as interest expense and certain amortization, general
and  administrative  and  operations  support  expenses.


<PAGE>
                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

6.     Geographic  Information  (continued)
       -----------------------


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

<TABLE>
<CAPTION>


                         Owned Equipment         Investments in USPEs
                        ----------------         --------------------
Region               2002     2001     2000     2002     2001     2000
----------------------------------------------------------------------
<S>                <C>       <C>      <C>      <C>      <C>      <C>

United States . .  $ 1,543  $ 2,201  $ 4,390  $   --  $    --  $    --
Canada. . . . . .    4,178    4,272    4,223      --       --       --
South America . .    2,628    3,011    3,011      --       --       --
Caribbean . . . .       --       --      444      --       --       --
Mexico. . . . . .      748    1,167      315      --       --       --
Rest of the world      181      378    8,535   4,216    6,568    6,107
                   -------  -------  -------  ------  -------  -------
   Lease revenues  $ 9,278  $11,029  $20,918  $4,216  $ 6,568  $ 6,107
                   =======  =======  =======  ======  =======  =======
</TABLE>



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

<TABLE>
<CAPTION>


                                 Owned Equipment          Investments in USPEs
                                ----------------          --------------------
Region                       2002     2001     2000      2002     2001     2000
-------------------------------------------------------------------------------
<S>                        <C>       <C>      <C>       <C>      <C>      <C>

United States . . . . . .  $    29  $   466  $  2,089  $    --  $    --  $    --
Canada. . . . . . . . . .    2,051    2,457     2,504       --       --       --
South America . . . . . .    (106)      651       639       --       --       --
Caribbean . . . . . . . .       --       --      (606)      --       --       --
Mexico. . . . . . . . . .      240     (555)     (439)      86     (725)     384
Rest of the world . . . .      271      930     1,255   (1,247)     911       22
                           -------  -------  --------  -------  -------  -------
   Regional income (loss)    2,485    3,949     5,442   (1,161)     186      406

Administrative and other.     (686)    (867)   (1,854)      --       --       --
                           -------  -------  --------  -------  -------  -------
   Net income (loss). . .  $ 1,799  $ 3,082  $  3,588  $(1,161) $   186  $   406
                           =======  =======  ========  =======  =======  =======
</TABLE>




























<PAGE>
                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

6.     Geographic  Information  (continued)
       -----------------------

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

<TABLE>
<CAPTION>



                    Owned Equipment  Investments in USPEs
                    ---------------  --------------------
Region               2002     2001      2002     2001
---------------------------------------------------------
<S>                <C>       <C>       <C>      <C>

United States . .  $ 2,586  $  3,613  $    --  $    --
Canada. . . . . .    3,375     4,929       --       --
South America . .    1,266     1,546       --       --
Mexico. . . . . .      384       760      640      855
Rest of the world       42       291    4,054    4,848
                   -------  --------  -------  -------
   Net book value  $ 7,653  $ 11,139  $ 4,694  $ 5,703
                   =======  ========  =======  =======
</TABLE>



7.     Debt
       ----

The  Partnership  is  a  participant in a $10.0 million warehouse facility.  The
warehouse  facility  is shared by the Partnership, PLM Equipment Growth Fund VI,
PLM  Equipment  Growth  &  Income Fund VII, Professional Lease Management Income
Fund  I, LLC and Acquisub LLC, a wholly owned subsidiary of PLMI.  In July 2002,
PLMI  reached  an  agreement  with  the  lenders  of the $10.0 million warehouse
facility  to  extend  the expiration date of the facility to June 30, 2003.  The
facility  provides  for  financing up to 100% of the cost of the equipment.  Any
borrowings by the Partnership are collateralized by equipment purchased with the
proceeds  of the loan.  Outstanding borrowings by one borrower reduce the amount
available  to  each  of  the  other  borrowers  under  the facility.  Individual
borrowings  may  be outstanding for no more than 270 days, with all advances due
no later than June 30, 2003.  Interest accrues either at the prime rate or LIBOR
plus  2.0%  at  the  borrower's  option  and is set at the time of an advance of
funds.  Borrowings  by  the Partnership are guaranteed by PLMI.  The Partnership
is  not  liable  for  the  advances  made  to  the  other  borrowers.

As  of  December 31, 2002, there were no outstanding borrowings on this facility
by  any  of  the  eligible  borrowers.

<PAGE>
                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

8.     Concentrations  of  Credit  Risk
       --------------------------------

For  the  years  ended  December  31,  2002,  2001,  and 2000, the Partnership's
customers  that accounted for 10% or more of the total consolidated revenues for
the  owned  equipment  and jointly owned equipment were Air Canada (21% in 2002)
and Varig South America  ("Varig") (18%, in 2002, 14% in 2001, and 10% in 2000).

During  2001,  Varig notified the General Partner of its intention to return the
three  aircraft  under lease and stopped making lease payments.  The Partnership
has  a  security  deposit  from Varig that could be used to pay a portion of the
amount  due.  During  October  2001,  the General Partner sent a notification of
default  to Varig.  The lease, which expired in October 2002, had certain return
condition  requirements  for  the  aircraft.  The  General  Partner  recorded an
allowance  for  bad  debts for the amount due less the security deposit.  During
October  2002,  the General Partner reached an agreement with Varig for the past
due  lease  payments  and agreed to re-lease two of these aircraft to them until
March  2003  at a lower lease rate.  In order to give Varig an incentive to make
timely  payments  in  accordance  with the agreement, the General Partner gave a
discount  on  the  total  amount due.  If Varig fails to comply with the payment
schedule  in  the  agreement, the discount provision will be waived and the full
amount  again  becomes  payable.  Varig  made  an initial payment during October
2002,  to  be  followed  by  23 equal monthly installments beginning in November
2002.  Unpaid  outstanding  amounts  will  accrue  interest at a rate of 5%.  At
December  31,  2001,  the  balance  due from Varig was $3.3 million.  Due to the
uncertainty  of  ultimate collection, the Manager will continue to fully reserve
the  unpaid  outstanding balance less the security deposit from this lessee.  As
of  December  31,  2002,  Varig  was  current  with  all  payments due under the
agreement.

As  of  December  31,  2002,  2001,  and  2000, the General Partner believes the
Partnership  had  no  other significant concentrations of credit risk that could
have  a  material  adverse  effect  on  the  Partnership.

9.     Income  Taxes
       -------------

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

As  of  December 31, 2002, the financial statement carrying amount of assets and
liabilities  was  approximately  $40.4 million lower than the federal income tax
basis  of  such  assets  and  liabilities,  primarily  due  to  differences  in
depreciation  methods,  equipment  reserves,  provisions for bad debts, lessees'
prepaid  deposits,  and  the  tax  treatment  of  underwriting  commissions  and
syndication  costs.

10.     Commitments  and  Contingencies
        -------------------------------

TEC  arranged  for  the  lease  or purchase of a total of 1,050 pressurized tank
railcars  by  (i)  partnerships  and managed programs in which FSI serves as the
general  partner or manager and holds an ownership interest (Program Affiliates)
or  (ii) managed programs in which FSI provides management services but does not
hold  an  ownership  interest  or third parties (Non-Program Affiliates).  These
railcars  will  be  delivered  over  the  next  three  years.  A leasing company
affiliated  with the manufacturer will acquire approximately 70% of the railcars
and  lease  them  to  a Non-Program Affiliate.  The remaining 30% will either be
purchased  by  other  third  parties  to  be  managed by PLMI, or by the Program
Affiliates.  An  affiliate of TEC will manage the leased and purchased railcars.
Neither  TEC nor its affiliate will be liable for these railcars.  TEC estimates
that  the  total  value of purchased railcars will not exceed $26.0 million with
approximately  one  third of the railcars being purchased in each of 2002, 2003,
and  2004.  As  of December 31, 2002, FSI committed one Program Affiliate, other
than  the Partnership, to purchase $11.3 million in railcars that were purchased
by  TEC  in  2002  or  will  be  purchased  in  2003.  Although  FSI has neither
determined which Program Affiliates will purchase the remaining railcars nor the
timing of any purchases, it is possible the Partnership may purchase some of the
railcars.

Warehouse  Credit  Facility
---------------------------

See  Note  7  for  discussion  of  the  Partnership's  debt  facility.

<PAGE>

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

10.     Commitments  and  Contingencies  (continued)
        -------------------------------

Commitment  and  contingencies  as  of  December  31,  2002  are  as follows (in
thousands  of  dollars):
<TABLE>
<CAPTION>


                                         Less than    1-3      4-5   After 5
Current Obligations               Total    1 Year    Years    Years   Years
----------------------------------------------------------------------------
<S>                              <C>    <C>         <C>      <C>     <C>
Commitment to purchase railcars  $14,699  $ 6,257  $  8,442  $   --  $   --
Line of credit                        --       --        --      --      --
                                 -------  -------  --------  ------  ------
                                 $14,699  $ 6,257  $  8,442  $   --  $   --
                                 =======  =======  ========  ======  ======
</TABLE>


11.     Quarterly  Results  of  Operations  (unaudited)
        ----------------------------------

The  following  is a summary of the quarterly results of operations for the year
ended  December  31, 2002 (in thousands of dollars, except weighted-average unit
amounts):
<TABLE>
<CAPTION>


                                                 March    June    September   December
                                                  31,      30,        30,         31,     Total
-----------------------------------------------------------------------------------------------
<S>                                              <C>     <C>     <C>          <C>        <C>
Operating results:
  Total revenues. . . . . . . . . . . . . . . .  $2,687  $2,431  $    2,496   $   2,274  $9,888
  Net income (loss) . . . . . . . . . . . . . .     438     223         (92)         69     638

Per weighted-average limited partnership unit:

Net income (loss) . . . . . . . . . . . . . . .  $ 0.05  $ 0.03  $    (0.01)  $    0.01  $ 0.08

</TABLE>


The  following  is  a  list  of the major events that affected the Partnership's
performance  during  2002:

          (i)     In  the  second quarter of 2002, lease revenues decreased $0.2
million  due to certain of the Partnership's aircraft being re-leased at a lower
rate;

          (ii)     In  the  third quarter of 2002, the loss from USPEs increased
$0.3  million  due  to  the partially owned marine vessels earning a lower lease
rate;  and

          (iii)     In the fourth quarter of 2002, lease revenues decreased $0.2
million  due to certain of the Partnership's aircraft being re-leased at a lower
rate.  The  decrease  in income caused by the decrease in lease revenues of $0.2
million  and  an  increase  in the impairment loss of $0.4 million was partially
offset  by  a  decrease  in  the  provision  for  bad  debts  of  $0.7  million.


<PAGE>

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

11.     Quarterly  Results  of  Operations  (unaudited)  (continued)
        ----------------------------------

The  following  is a summary of the quarterly results of operations for the year
ended  December  31, 2001 (in thousands of dollars, except weighted-average unit
amounts):
<TABLE>
<CAPTION>


                                                 March    June   September    December
                                                  31,      30,       30,         31,       Total
------------------------------------------------------------------------------------------------
<S>                                              <C>     <C>     <C>         <C>         <C>
Operating results:
  Total revenues. . . . . . . . . . . . . . . .  $4,096  $2,897  $    2,796  $   2,728   $12,517
  Net income (loss) . . . . . . . . . . . . . .   1,748     996         655       (131)    3,268

Per weighted-average limited partnership unit:

Net income (loss) . . . . . . . . . . . . . . .  $ 0.18  $ 0.11  $     0.07  $   (0.01)  $  0.35

</TABLE>


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

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

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

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

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

12.     Subsequent  Events
        ------------------

In  the  first quarter of 2003, the General Partner sold the marine vessel owned
by  an  entity  in which the Partnership has an interest.  The marine vessel was
sold  for net proceeds of approximately $2.3 million, of which the Partnership's
share is approximately $1.1 million.  The equity in income of the USPE that will
be  recognized  by  the  Partnership  related  to  this transaction in the first
quarter  of  2003  is  approximately  $0.9  million.

Additionally,  during  February 2003, the Partnership agreed to purchase a fleet
of  railcars  for  $1.2  million,  including  a  $0.2  million  deposit  and the
assumption  of  a  $1.0  million  note  payable.

On  March  21,  2003,  the  Partnership  signed  a  letter of intent with a
potential buyer to purchase one of the Partnership's owned Boeing 737-200A stage
II  commercial  aircraft for proceeds of approximately $1.1 million. The General
Partner  expects the sale of this aircraft to close during May 2003. As a result
of  this  sale,  the  General  Partner will record an impairment of $0.2 million
during  the  first  quarter  of  2003.


<PAGE>








INDEPENDENT  AUDITORS'  REPORT



The  Partners
PLM  Equipment  Growth  Fund  V:

We  have  audited  the  financial  statements  of PLM Equipment Growth Fund V, a
limited  partnership  (the "Partnership"), as of December 31, 2002 and 2001, and
for each of the two years in the period ended December 31, 2002, and have issued
our  report  thereon  dated  March  7, 2003 (March 21, 2003 as to note 12); such
report  is  included  elsewhere in this Form 10-K.  Our audits also included the
financial  statement  schedules  of  PLM Equipment Growth Fund V, listed in Item
15(B).  These  financial  statement  schedules  are  the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion based on
our  audits.  In  our opinion, such 2002 and 2001 financial statement schedules,
when  considered in relation to the basic financial statements taken as a whole,
present  fairly  in  all  material  respects  the information set forth therein.





/s/  Deloitte  &  Touche  LLP
Certified  Public  Accountants

Tampa,  Florida
March  7,  2003
(March  21,  2003  as  to  note  12)

<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A LIMITED PARTNERSHIP)
                        VALUATION AND QUALIFYING ACCOUNTS

                  YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000
                            (in thousands of dollars)

<TABLE>
<CAPTION>



                                       Balance at     Additions    Balance at
                                      Beginning of   Charged to     Increases    End of
                                          Year         Expense    (Deductions)    Year
----------------------------------------------------------------------------------------
<S>                                   <C>            <C>          <C>            <C>
Year Ended December 31, 2002
     Allowance for doubtful accounts  $         664  $     2,337  $        207   $ 3,208
     Aircraft engine reserves. . . .          2,300           --            --     2,300

Year Ended December 31, 2001
     Allowance for doubtful accounts  $          34  $       631  $         (1)  $   664
     Aircraft engine reserves. . . .          1,955           --           345     2,300

Year Ended December 31, 2000
     Allowance for doubtful accounts  $          47  $        55  $        (68)  $    34
     Aircraft engine reserves. . . .          1,888           --            67     1,955
</TABLE>



<PAGE>
                           PLM EQUIPMENT GROWTH FUND V

                                INDEX OF EXHIBITS


<TABLE>
<CAPTION>


Exhibit                                                                                Page
-------                                                                                ----
<S>      <C>                                                                         <C>
4.. . .Limited Partnership Agreement of Partnership.                                     *

4.1    First Amendment to the Amended and Restated Limited Partnership
       Agreement                                                                         *

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

10.2   Warehouse Credit Agreement, dated as of April 13, 2001.                           *

10.3   First Amendment to Warehousing Credit Agreement, dated as of
       December 21, 2001.                                                                *

10.4   Second amendment to the Warehouse Credit Agreement, dated as of
       April 12, 2002.                                                                   *

10.5   Third amendment to the Warehouse Credit Agreement, dated July 11, 2002.           *

10.6   October 2002 purchase agreement between PLM Transportation
       Equipment Corp., Inc. and Trinity Tank Car, Inc.                                  *

10.7   Settlement Agreement between PLM Worldwide Leasing Corp. and Varig
       S.A. dated October 11, 2002.                                                      *

10.8   February 2003 purchase agreement between PLM Transportation
       Equipment Corp., Inc. and Residual Based Finance Corporation.                 57-64

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

99.1   Lion Partnership.                                                             65-74

99.2   Clement Partnership.                                                          75-84


</TABLE>






















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