**UNITED
                  STATES****SECURITIES
                  AND EXCHANGE COMMISSION****Washington,
                  D.C. 20549****___________________****FORM
                  10-KSB/A****Amendment
                  No. 1****[X]
                  Annual Report Pursuant to Section 13 or 15(d) of the Securities
                  Exchange
                  Act of 1934****For
                  the fiscal year ended December 31, 2005.****[********]
                  Transition Report Pursuant to Section 13 or 15(d) of the Securities
                  Exchange Act of 1934****For
                  the transition period from********to********.****Commission
                  file number 01-19203****_______________________****PLM
                  EQUIPMENT GROWTH FUND V**(Name
                  of small business issuer in its charter)**California    
                  94-3104548**(State
                  or
                  other jurisdiction of incorporation or organization)  
(I.R.S.
                  Employer Identification No.)**405
                  Lexington Avenue, 67th floor, New York, NY   10174**(Address
                  of
                  principal executive offices)     (Zip
                  code)Issuer's
                  telephone number, including area code: (212) 682-3344**_______________________**Securities
                  registered under Section 12(b) of the Exchange Act:Limited
                  Partnership Units(Title
                  of class)Check
                  whether the Registrant is not required to file reports pursuant
                  to Section
                  13 or 15(d) of the Exchange Act. [ ]Check
                  whether the Registrant (1) has filed all reports required to be
                  filed by
                  Section 13 or 15(d) of the Securities Exchange Act of 1934 during
                  the 12
                  months (or for such shorter period that the Registrant was required
                  to
                  file such reports), and (2) has been subject to such filing requirements
                  for the past 90 days. Yes [X] No [ ]Check
                  if there is no disclosure of delinquent filers in response to Item
                  405 of
                  Regulation S-B contained in this form, and no disclosure will be
                  contained, to the best of the Registrant's knowledge, in definitive
                  proxy
                  or information statements incorporated by reference in Part III
                  of this
                  Form 10-KSB/A or any amendment to this Form 10-KSB/A. [
                  ]Indicate
                  by check mark whether the Registrant is a shell company (as defined
                  in
                  Rule 12b-2 of the Exchange Act). [ ]Registrant's
                  aggregate market value of voting stock:N/ARegistrant's
                  Limited Partnership units outstanding as of December 31, 2005 were
                  8,478,448.Registrant's
                  revenues for the fiscal year ended December 31, 2005 was
                  $2,587,000.Transitional
                  Small Business Disclosure Format: Yes [ ] No [X]
  
  
 
 
 
 
 
 
 **EXPLANATORY
        NOTE**
 
 
 
 
 
 
 
 This
        Form
        10-KSB/A (Amendment No. 1) is being filed with the U.S. Securities and Exchange
        Commission (SEC) in order to reflect the restatement of PLM Equipment Growth
        Fund V’s balance sheets at December 31, 2005 and 2004, statements of income for
        the years ended December 31, 2005 and 2004, statements of changes in partners’
capital for the years ended December 31, 2005 and 2004, and the statements
        of
        cash flows for the years ended December 31, 2005 and 2004. All financial
        data in
        this report reflects the effects of the restatement. See Note 1 to the financial
        statements for details relating to this restatement.
 
 Certain
        items in the Form 10-KSB filed with the SEC on March 31, 2006 remain unchanged
        and have been omitted from this Form 10-KSB/A.
 
 
 
 
  -1-
  ITEM
        6.  MANAGEMENT'S
        DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS
 
 Restatement
        of Financial Statements
 
 In
        October 2004 and June 2005, PLM Equipment Growth Fund V, a California limited
        partnership (the Partnership), in settlement of an unsecured bankruptcy claim,
        received Canadian dollar denominated marketable securities in a publicly
        traded
        Canadian entity. The Partnership did not reflect the fair market value of
        these
        securities in its statements of income or balance sheets as of the dates
        of
        receipt nor did it reflect the fair value of such securities in subsequent
        financial statements.
 
 In
        addition, on the previously filed 2005 Form 10-KSB, on the statements of
        cash
        flows, the Partnership incorrectly reported the cash (used in) provided by
        operating activities of discontinued operations for the years ended December
        31,
        2005 and 2004. The principal effect of this restatement was to decrease cash
        provided by operating activities of continuing operations, with an offsetting
        increase to cash provided by operations of discontinued operations. The
        restatements did not change the net cash provided by operating activities.
        In
        the previously filed Form 10-KSB, the Partnership reconciled to cash flow
        from
        operations beginning with the caption "Net income". In this Form 10-KSB/A,
        the
        reconciliation begins with "Income from continuing operations".
 
 A
        summary
        of the significant effects of the restatements are as follows:
 
 As
        of December 31,
        2005
 AsPreviously
              
              
              
              AsReported
              
              Adjustment
              
              RestatedMarketable
                  securities
              
              $
              --
              
              $
              777
              
              $
              777Total
                  assets
              
              
              10,388
              
              
              777
              
              
              11,165Limited
                  partners’ capital
              
              
              9,987
              
              
              777
              
              
              10,764Total
                  partners’ capital
              
              
              9,987
              
              
              777
              
              
              10,764Total
                  liabilities and partners’ capital
              
              
              10,388
              
              
              777
              
              
              11,165
 
 As
        of December 31,
        2004
 AsPreviously
              
              
              
              AsReported
              
              Adjustment
              
              RestatedMarketable
                  securities
              
              $
              --
              
              $
              672
              
              $
              672Total
                  assets
              
              
              30,565
              
              
              672
              
              
              31,237Limited
                  partners’ capital
              
              
              28,609
              
              
              672
              
              
              29,281Total
                  partners’ capital
              
              
              28,609
              
              
              672
              
              
              29,281Total
                  liabilities and partners’ capital
              
              
              30,565
              
              
              672
              
              
              31,237
 
 For
        the Year Ended December 31,
        2005
 AsPreviously
              
              
              
              AsChanges
                  to the statements of income:
              
              Reported
              
              Adjustment
              
              RestatedInterest
                  and other income
              
              $
              342
              
              $
              73
              
              $
              415Total
                  revenues
              
              
              2,514
              
              
              73
              
              
              2,587(Loss)
                  Income from continuing operations
              
              
              (52
              )
              
              73
              
              
              21Net
                  income
              
              
              4,047
              
              
              73
              
              
              4,120Other
                  comprehensive income:Unrealized
                  gains on marketable securities
              
              
              --
              
              
              32
              
              
              32Comprehensive
                  income
              
              
              4,047
              
              
              105
              
              
              4,152Limited
                  partners share of net income
              
              
              2,913
              
              
              73
              
              
              2,986Limited
                  partners' basic income perweighted-average
                  limited partnership unit:
              
              
              0.34
              
              
              0.01
              
              
              0.35Changes
                  to the statements of cash flows:Non-cash
                  interest and other income
              
              
              --
              
              
              (73
              )
              
              (73
              )Cash
                  provided by operatingactivities
                  of continuing operations
              
              
              6,543
              
              
              (4,099
              )
              
              2,444Cash
                  (used in) provided by operating activitiesof
                  discontinued operations
              
              
              (2,806
              )
              
              4,099
              
              
              1,293
 
  -2-
  
 For
        the Year Ended
        December 31, 2004
 AsPreviously
              
              
              
              AsChanges
                  to the statements of income:
              
              Reported
              
              Adjustment
              
              RestatedInterest
                  and other income
              
              $
              1,040
              
              $
              448
              
              $
              1,488Total
                  revenues
              
              
              2,768
              
              
              448
              
              
              3,216Income
                  from continuing operations
              
              
              1,040
              
              
              448
              
              
              1,488Net
                  income
              
              
              625
              
              
              448
              
              
              1,073Other
                  comprehensive income:Unrealized
                  gains on marketable securities
              
              
              --
              
              
              224
              
              
              224Comprehensive
                  income
              
              
              625
              
              
              672
              
              
              1,297Limited
                  partners share of net income
              
              
              625
              
              
              448
              
              
              1,073Limited
                  partners' basic earnings perweighted-average
                  limited partnership unit:
              
              
              0.07
              
              
              0.06
              
              
              0.13Changes
                  to the statements of cash flows:Non-cash
                  interest and other income
              
              
              --
              
              
              (448
              )
              
              (448
              )Cash
                  provided by operatingactivities
                  of continuing operations
              
              
              3,163
              
              
              415
              
              
              3,578Cash
                  provided by operating activitiesof
                  discontinued operations
              
              
              1,232
              
              
              (415
              )
              
              817
 
 
 Small
        Business Issuer
 
 The
        Partnership's consolidated financial statements contained in the 2005 annual
        report have been prepared in accordance with the requirements for a Small
        Business Issuer as prescribed by Regulation S-B under the Securities Exchange
        Act of 1934. Generally, a Small Business Issuer cannot file under Regulation
        S-B
        if its annual revenues or public float exceed $25.0 million for two consecutive
        years. The Partnership qualifies as a Regulation S-B filer since both its
        2005
        and 2004 annual revenues were less than $25.0 million and its public float
        is
        less than $25.0 million. The
        Partnership will continue to qualify as an S-B filer through at least 2007,
        as
        its revenues for the year ended December 31, 2005 are less than $25.0
        million.
 
 (A)  Introduction
 
 Management’s
        discussion and analysis of financial condition and results of operations
        relates
        to the financial statements of the Partnership. The following discussion
        and
        analysis of operations focuses on the performance of the Partnership’s equipment
        in the various segments in which it operates and its effect on the Partnership’s
        overall financial condition.
 
 (B)  Results
        of Operations - Factors Affecting Performance
 
 (1)  Re-leasing
        Activity and Re-pricing Exposure to Current Economic Conditions
 
 The
        exposure of the Partnership’s equipment portfolio to re-pricing risk occurs
        whenever the leases for the equipment expire or are otherwise terminated
        and the
        equipment must be remarketed. Major factors influencing the current market
        rate
        for Partnership equipment include supply and demand for similar or comparable
        types of transport capacity, desirability of the equipment in the leasing
        market, market conditions for the particular industry segment in which the
        equipment is to be leased, overall economic conditions, and various regulations
        concerning the use of the equipment. Equipment that is idle or out of service
        between the expiration of one lease and the assumption of a subsequent lease
        can
        result in a reduction of operating cash flow to the Partnership. The Partnership
        experienced re-leasing or re-pricing activity in 2005 for its marine vessel
        and
        aircraft portfolios.
 
 (a)  Marine
        vessel: The Partnership’s investment in an entity owning a marine vessel
        operated in the short-term leasing market. As a result of this, the
        Partnership’s partially owned marine vessel was remarketed during 2005 exposing
        it to re-leasing and re-pricing risk. The marine vessel is expected to be
        operated in the short-term leasing market through 2006.
  -3-
  (b)  Aircraft:
        As of December 31, 2005, one of the Partnership’s owned aircraft is on
        consignment to a vendor who is parting-out this aircraft.
 
 (2)  Equipment
        Liquidations
 
 Liquidation
        of Partnership owned equipment and equipment owned by entities in which the
        Partnership has an equity investment, represents a reduction in the size
        of the
        equipment portfolio and may result in reductions of future operating cash
        flows
        to the Partnership.
 
 During
        2005, the Partnership disposed of owned equipment that included a commercial
        aircraft and parts from a commuter aircraft for proceeds of $0.7 million.
        See
        discussion of discontinued operations below regarding additional equipment
        liquidations.
 
 (3)  Nonperforming
        Lessees
 
 Lessees
        not performing under the terms of their leases, either by not paying rent,
        not
        maintaining or operating the equipment in accordance with the conditions
        of the
        leases, or other possible departures from the lease terms, can result not
        only
        in reductions in contribution, but also may require the Partnership to assume
        additional costs to protect its interests under the leases, such as repossession
        or legal fees.
 
 (4)  Equipment
        Valuation
 
 The
        Partnership evaluates long-lived assets for impairment whenever events or
        circumstances indicate that the carrying values of such assets may not be
        recoverable. Losses for impairment are recognized when the undiscounted cash
        flows estimated to be realized from a long-lived asset are determined to
        be less
        than the carrying value of the asset and the carrying amount of long-lived
        assets exceed its fair value. The determination of fair value for a given
        investment requires several considerations, including but not limited to,
        income
        expected to be earned from the asset, estimated sales proceeds, and holding
        costs excluding interest.
 
 (C)  Financial
        Condition - Capital Resources, Liquidity, and Unit Redemption Plan
 
 The
        General Partner purchased the Partnership’s initial equipment portfolio with
        capital raised from its initial equity offering of $184.3 million and permanent
        debt financing of $38.0 million. No further capital contributions from limited
        partners are permitted under the terms of the Partnership’s limited partnership
        agreement.
 
 The
        Partnership relies on operating cash flow to meet its operating obligations
        and
        make cash distributions to the limited partners.
 
 DISCONTINUED
        OPERATIONS
 
 During
        2005, the Partnership sold its remaining marine containers for proceeds of
        $0.3
        million resulting in a gain of $0.3 million.
 
 Additionally
        in 2005, the Partnership and several affiliated entities (collectively, the
        Sellers), including PLM Rail Partners (Rail Partners), an entity in which
        the
        Partnership had a 23% ownership interest, entered into an Asset Purchase
        Agreement to sell the railcar business of the Sellers, which includes railcars
        owned and leased by the Sellers as well as management contracts pursuant
        to
        which the Sellers managed the railcars of third parties. The sale of the
        railcar
        business was completed on August 18, 2005.
 
 The
        Partnership received net proceeds of $14.4 million from the disposition of
        its
        railcar assets including its interest in Rail Partners resulting in a gain
        on
        disposition of discontinued operations of $4.4 million. The amount received
        by
        the Partnership and Rail Partners was based on the appraised value of the
        railcars sold by the Partnership and Rail Partners to the purchaser, as
        determined by an independent third party appraiser or, for railcars manufactured
        in 2005, the greater of the appraised value or the actual cost. The proceeds
        received from Rail Partners by the Partnership was net of Rail Partner's
        repayment of its debt.
 
 Concurrent
        with the sale of the Partnership's railcar assets, the Partnership terminated
        its $15.0 million railcar loan facility and expensed the remaining unamortized
        portion of debt placement fees related to this
  -4-
  facility
        of $0.1 million. There were no amounts due to the lender at the time of
        termination nor any penalties due associated with the termination.
 
 Accordingly,
        the Partnership's marine container and railcar leasing operations including
        its
        equity investment in Rail Partners are accounted for as a discontinued operation
        and prior periods have been restated. Assets and liabilities relating to
        the
        marine container and railcar leasing operations have been presented as assets
        held for sale and liabilities held for sale for all periods presented. Rail
        Partners was dissolved during the fourth quarter of 2005.
 
 CONTINUING
        OPERATIONS
 
 At
        December 31, 2005, the Partnership had unrestricted cash of $1.9
        million.
 
 For
        the
        year ended December 31, 2005, the Partnership generated cash from operations
        of
        $3.8 million which included cash provided by discontinued operations of $1.3
        million. Cash generated from operations and proceeds from the disposition
        of
        discontinued operations were used to meet its operating obligations, maintain
        working capital reserves, and make cash distributions.
 
 During
        2005, the Partnership disposed of owned equipment and received aggregate
        proceeds of $0.7 million and reversed $0.5 million of unused engine reserves
        which is included in the gain on disposal of equipment.
 
 Marketable
        securities increased $0.1 million during 2005 due to the receipt in 2005
        of
        additional marketable securities with a fair market value of $35,000 from
        a
        former aircraft lessee in settlement of a bankruptcy claim, an increase of
        $38,000 due to currency translation gains from the marketable securities
        and an
        increase of $32,000 resulting from changes in the marketable securities fair
        market value during 2005.
 
 Accounts
        and other receivables decreased $0.7 million in 2005 due to the decrease
        caused
        by the collection of $0.7 million in other receivable and a security deposit
        of
        $0.2 million being used to offset the remaining balance in other receivable
        from
        a former aircraft lessee. These decreases were partially offset by an increase
        of $0.2 million due to the timing of lessee payments.
 
 Equity
        investments in affiliated entities decreased $3.2 million during 2005 due
        to
        cash distributions of $1.3 million from the equity investments to the
        Partnership and by the loss of $1.9 million that was recorded by the Partnership
        for its interests in the equity investments.
 
 Other
        assets decreased $0.1 million during 2005 due to collections totaling $0.2
        million on the finance lease receivable being partially offset by an increase
        of
        $0.1 million in prepaid insurance.
 
 Accounts
        payable increased $43,000 during 2005 due to the timing of payments to
        vendors.
 
 Reserve
        for repairs decreased $0.5 million due to the sale of a commercial aircraft
        with
        engine reserves totaling $0.5 million. These reserves were reversed and included
        as additional gain on disposition of this aircraft.
 
 Lessees
        deposits decreased $0.2 million during 2005 due to the security deposit from
        an
        aircraft lessee being offset against other receivables.
 
 During
        2005, cash distributions declared and paid totaled $21.5 million ($2.54 per
        limited partnership unit) to the limited partners and $1.1 million to the
        PLM
        Financial Services, Inc. (FSI or the General Partner).
 
 The
        General Partner has not planned any expenditures, nor is it aware of any
        contingencies that would cause it to require any additional capital over
        that
        mentioned above.
 
 (D)  Critical
        Accounting Policies and Estimates
 
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires General Partner
        to
        make estimates and assumptions that affect the reported amounts of assets
        and
        liabilities and the disclosure of contingent assets and liabilities at the
        date
        of the financial statements and the reported amounts of revenues and expenses
        during the reporting period. On a regular basis, the General Partner reviews
        these estimates including those related to asset
  -5-
  lives
        and
        depreciation methods, impairment of long-lived assets, allowance for doubtful
        accounts, reserves related to legally mandated equipment repairs ** and
        contingencies and litigation. These estimates are based on the General Partner's
        historical experience and on various other assumptions believed to be reasonable
        under the circumstances. Actual results may differ from these estimates under
        different assumptions or conditions. The General Partner believes, however,
        that
        the estimates, including those for the above-listed items, are reasonable
        and
        that actual results will not vary significantly from the estimated
        amounts.
 
 The
        General Partner believes the following critical accounting policies affect
        the
        more significant judgments and estimates used in the preparation of the
        Partnership's financial statements:
 
 Revenue
        recognition: Revenues are generally earned by placing the equipment under
        operating leases. Rental payments are recorded as revenue on a straight-line
        basis over the lease term as earned.
 
 Asset
        lives and depreciation methods: The Partnership’s primary business involves the
        purchase and subsequent lease of long-lived transportation and related
        equipment. The General Partner has chosen asset lives that it believes
        correspond to the economic life of the related asset. Depreciation is computed
        using the double-declining balance method, taking a full month's depreciation
        in
        the month of acquisition based upon estimated useful lives of 12 years for
        all
        transportation equipment and 7 years for machinery and other equipment. The
        depreciation method changes to straight line when annual depreciation expense
        using the straight-line method exceeds that calculated by the double-declining
        balance method. The General Partner has chosen a deprecation method that
        it
        believes matches the benefit to the Partnership from the asset with the
        associated costs. These judgments have been made based on the General Partner’s
        expertise in each equipment segment that the Partnership operates. If the
        asset
        life and depreciation method chosen does not reduce the book value of the
        asset
        to at least the potential future cash flows from the asset to the Partnership,
        the Partnership would be required to record an impairment loss. Likewise,
        if the
        net book value of the asset was less than the economic value, the Partnership
        may record a gain on sale upon final disposition of the asset.
 
 Impairment
        of long-lived assets: Whenever circumstances indicate that an impairment
        may
        exist such as when cash-flows decrease, there are unexpected maintenance
        issues
        or when economic conditions deteriorate in the market the equipment operates,
        the General Partner reviews the carrying value of its equipment and equity
        investments in affiliated entities to determine if the carrying value of
        the
        assets may not be recoverable, in consideration of the current economic
        conditions. This requires the General Partner to make estimates related to
        future cash flows from each asset as well as the determination if the
        deterioration is temporary or permanent. If these estimates or the related
        assumptions change in the future, the Partnership may be required to record
        additional impairment charges.
 
 Allowance
        for doubtful accounts: The Partnership maintains allowances for doubtful
        accounts for estimated losses resulting from the inability of the lessees
        to
        make the lease payments. These estimates are primarily based on the amount
        of
        time that has lapsed since the related payments were due as well as specific
        knowledge related to the ability of the lessees to make the required payments.
        If the financial condition of the Partnership’s lessees were to deteriorate,
        additional allowances could be required that would reduce income. Conversely,
        if
        the financial condition of the lessees were to improve or if legal remedies
        to
        collect past due amounts were successful, the allowance for doubtful accounts
        may need to be reduced and income would be increased.
 
 Reserves
        for repairs: The Partnership accrues for legally required repairs to equipment
        such as dry docking for marine vessels and engine overhauls to aircraft engines
        over the period prior to the required repairs. The amount that is reserved
        for
        is based on the General Partner’s expertise in each equipment segment, the past
        history of such costs for that specific piece of equipment and discussions
        with
        independent, third party equipment brokers. If the amount reserved for is
        not
        adequate to cover the cost of such repairs or if the repairs must be performed
        earlier than the General Partner estimated, the Partnership would incur
        additional repair and maintenance or equipment operating expenses.
 
 Contingencies
        and litigation: The Partnership is subject to legal proceedings involving
        ordinary and routine claims related to its business. The ultimate legal and
        financial liability with respect to such matters cannot be estimated with
        certainty and requires the use of estimates in recording liabilities for
        potential litigation settlements. Estimates for losses from litigation are
        disclosed if considered possible and accrued if considered probable after
        consultation with outside counsel. If estimates of potential losses increase
        or
        the related facts and circumstances change in the future, the Partnership
        may be
        required to record additional litigation expense.
  -6-
  
 (E)  Recent
        Accounting Pronouncements
 
 In
        December 2004, Financial Accounting Standards Board issued Statement 153,
        "Exchanges of Non-monetary Assets" (Statement 153), an amendment of Accounting
        Principles Board Opinion No. 29. Statement 153 is effective for non-monetary
        asset exchanges occurring in fiscal periods beginning after June 15, 2005.
        Statement 153 eliminates the exception to fair value for exchanges of similar
        productive assets and replaces it with a general exception for exchange
        transactions that do not have commercial substance - that is, transactions
        that
        are not expected to result in significant changes in the cash flows of the
        reporting entity.  Adoption of Statement 153 did not have a significant
        effect on the Partnership's financial statements.
 
 At
        the
        June 15 -16, 2005 Emerging Issues Task Force (EITF) meeting, the EITF reached
        a
        consensus on Issue No. 04-05 entitled "Determining Whether a General Partner,
        or
        the General Partners as a Group, Controls a Limited Partnership or Similar
        Entity When the Limited Partners Have Certain Rights" (Issue 04-05). The
        consensus provides a framework for addressing when a general partner, or
        general
        partners as a group, controls a limited partnership or similar entity.
        Additionally, on July 14, 2005, the Financial Accounting Standards Board
        issued
        a Staff Position FSP-78-1, “Interaction of AICPA Statement of Position 78-9 and
        EITF Issue No. 04-05” which amends the guidance in AICPA Statement of Position
        78-9, “Accounting for Investments in Real Estate Ventures”, to be consistent
        with EITF Issue No. 04-05. The effective dates of this issue and technical
        position depend on whether the partnership agreement is new or modified,
        and is
        therefore effective for the Partnership no later than the beginning of the
        first
        quarter of 2006. The General Partner is currently evaluating the effect that
        this Issue and Staff Position will have on the Partnership’s financial position
        and results of operations.
 
 (F)  Results
        of Operations - Year-to-Year Detailed Comparison
 
 Comparison
        of the Partnership's Operating Results for the Years Ended December 31, 2005
        and
        2004
 
 (a)  Owned
        Equipment Operations
 
 Lease
        revenues less operations support on owned equipment decreased during the
        year
        ended December 31, 2005, compared to the year ended December 31, 2004. Gains
        from the disposition of equipment, interest and other income, and certain
        expenses such as management fees to affiliate, depreciation and amortization,
        general and administrative expenses, and recovery of bad debts relating to
        the
        operating segments (see Note 8 to the financial statements), are not included
        in
        the owned equipment operation discussion because they are indirect in nature
        and
        not a result of operations, but the result of owning a portfolio of equipment.
        The following table presents lease revenues less operations support by segment
        (in thousands of dollars):
 
 For
                  Years
                Ended
                  December 31,2005
              
              2004Aircraft
              
              $
              947
              
              $
              951Trailers
              
              
              --
              
              
              15
 
 Aircraft:  Aircraft
        lease revenues and operations support were $1.0 million and $10,000,
        respectively, for the year ended December 31, 2005, compared to $1.1 million
        and
        $0.1 million, respectively, during 2004. A decrease in aircraft lease revenues
        of $0.1 million was due to the sale of owned aircraft during the first quarter
        of 2005 that was on-lease for three months of 2004. A decrease in aircraft
        operations support of $0.1 million was due a lower repair expense of $31,000
        and
        lower insurance expense of $0.1 million due to aircraft sales during 2004
        and
        2005.
 
 Trailers:  Trailer
        lease revenues and operations support were $-0- and $-0-, respectively, for
        the
        year ended December 31, 2005, compared to $26,000 and $11,000, respectively,
        during 2004. Trailer lease revenues and operations support decreased due
        to all
        of the Partnership's trailers being placed on a direct finance lease in 2004.
        The lessee of these trailers prepaid the lease in full in 2005.
 
 (b)  Interest
        and Other Income
 
 Interest
        and other income decreased $1.1 million in the year ended December 31, 2005
        compared to 2004. Other income in 2004 included an $0.8 million settlement
        for
        not returning leased aircraft in the
  -7-
  condition
        required in the lease agreement, a similar event did not occur during 2005.
        An
        additional decrease of $0.4 million was due to a reduction in marketable
        securities received by the Partnership in settlement of a bankruptcy claim
        in
        2005 compared to 2004. These decreases were partially offset by an increase
        of
        $38,000 in 2005 caused by currency translation gains on marketable
        securities.
 
 (c)  Indirect
        Expenses Related to Owned Equipment Operations
 
 Total
        indirect expenses of $0.7 million for the year ended December 31, 2005 decreased
        from $1.0 million during the same period of 2004. Significant variances between
        the categories of indirect expenses are explained below:
 
 (i)  General
        and administrative expenses decreased $0.9 million during the year ended
        December 31, 2005 compared to 2004. A decrease of $0.6 million was due to
        lower
        administrative costs resulting from the sale of aircraft during 2004 and
        2005
        and a decrease of $0.2 million resulted from lower costs being charged to
        the
        Partnership for certain professional services associated with the search
        for
        potential equipment acquisitions;
 
 (ii)  A
        $0.1
        million decrease in management fees to affiliate resulted from lower recoveries
        from bad debts during the year ended December 31, 2005 compared to
        2004;
 
 (iii)  Depreciation
        and amortization expenses decreased $0.5 million from 2004 levels due to
        the
        disposition of assets during 2004 and 2005; and
 
 (iv)  Recovery
        of bad debts increased $1.3 million during the year ended December 31, 2005
        compared to 2004. During 2004 recovery of bad debts of $1.3 million was due
        to
        the collection of a receivable primarily from one former aircraft lessee
        that
        had been previously reserved for as a bad debt. A similar event did not occur
        in
        2005.
 
 (d)  Gain
        on
        Disposition of Owned Equipment
 
 The
        gain
        on the disposition of equipment for the year ended December 31, 2005 totaled
        $1.2 million, and resulted from the sale of parts from a commercial aircraft
        and
        a commercial aircraft with a net book value of $-0- for proceeds of $0.7
        million. The gain of $1.2 million included the reversal of $0.5 million unused
        engine reserves related to the sold commercial aircraft. The gain on the
        disposition of equipment for the year ended December 31, 2004 totaled $0.6
        million, and resulted from the sale of parts from a commercial aircraft and
        two
        commercial aircraft with an aggregate net book value of $1.5 million for
        proceeds of $2.1 million.
 
 (e)  Equity
        in
        Net Loss of Equity Investments
 
 Equity
        in
        net (loss) income of equity investments represents the Partnership's share
        of
        the net loss or income generated from the operation of jointly owned assets
        accounted for under the equity method of accounting. The following table
        presents equity in net (loss) income by equipment type (in thousands of
        dollars):
 
 For
                  Years
                Ended
                  December 31,2005
              
              2004Marine
                  vessel
              
              $
              1,185
              
              $
              608Machinery
                  and other equipment
              
              
              (637
              )
              
              (139
              )Aircraft
              
              
              (2,402
              )
              
              (1,126
              )Equity
                  in net loss of equity investments
              
              $
              (1,854
              )
              $
              (657
              )
 
 The
        following equity investment discussion by equipment type is based on the
        Partnership's proportional share of revenues, depreciation and amortization
        expenses, operations support, interest expense, general and administrative
        expenses and provision for bad debts:
 
 Marine
        vessel:  As
        of
        December 31, 2005 and 2004, the Partnership owned an interest in an entity
        that
        owned a marine vessel. During the year ended December 31, 2005, lease revenues
        of $4.6 million were partially offset by depreciation expense, operations
        support, and administrative expenses of $3.4 million
  -8-
 During
        the same period of 2004, lease revenues of $3.4 million were offset by
        depreciation expense, operations support, and administrative expenses of
        $2.8
        million.
 
 Marine
        vessel lease revenues increased $1.2 million during the year ended December
        31,
        2005 compared to 2004. An increase of $0.9 million was due to the marine
        vessel
        earning a higher lease rate during 2005 compared to 2004. In addition, the
        marine vessel earned an additional $0.3 million due to being available for
        hire
        the full year of 2005 compared to the same period of 2004 when the marine
        vessel
        was off-hire approximately 30 days while undergoing dry docking.
 
 Marine
        vessel operations support and administrative expenses increased $0.6 million
        during the year ended December 31, 2005 compared to 2004. The $0.6 million
        increase was due to an increase of $0.1 million due to higher repairs and
        maintenance expenses during the year ended December 31, 2005, increased fuel
        costs of $48,000, higher operating expenses of $0.3 million resulting from
        the
        marine vessel being available for lease during all of 2005 compared to 2004
        when
        the marine vessel was undergoing a scheduled dry docking and off-lease for
        30
        days and an increase of $0.1 million due to increased bad debt expense.
 
 Machinery
        and other equipment: As of December 31, 2005 and 2004, the Partnership owned
        an
        interest in an entity formed in the fourth quarter of 2004 that owned machinery
        and other equipment. During the year ended December 31, 2005, lease revenues
        of
        $0.4 million were offset by depreciation and amortization expense and
        administrative expenses of $1.1 million. During 2004, lease revenues of $49,000
        were offset by depreciation and amortization expense and administrative expenses
        of $0.2 million.
 
 Machinery
        and other equipment lease revenues increased $0.4 million due to the Partnership
        owning this entity for the entire year of 2005 compared to being owned for
        approximately one month of 2004.
 
 Machinery
        and other equipment depreciation and amortization expense and administrative
        expenses increased $0.9 million due to the Partnership owning this entity
        for
        the entire year of 2005 compared to being owned for approximately one month
        of
        2004.
 
 Aircraft:
        As of December 31, 2005, the Partnership owned an interest in two entities
        that
        were formed in the third quarter of 2004 each owning two Boeing 737-500
        commercial aircraft. As of December 31, 2004, the Partnership owned an interest
        in two entities that were formed in the third quarter of 2004 each owning
        two
        Boeing 737-500 commercial aircraft, an interest in an entity owning two
        commercial aircraft on a direct finance lease and an interest in an entity
        owning other aircraft related assets. In the first quarter of 2005, the lessee
        of the two commercial aircraft on a direct finance lease in which the
        Partnership had an interest, exercised its purchase option for these aircraft.
        The aircraft were sold for their net book value and the trust that owned
        these
        aircraft were dissolved. The entity owning aircraft related assets was dissolved
        in the fourth quarter of 2005.
 
 During
        the year ended December 31, 2005, revenues of $3.2 million were offset by
        depreciation and amortization expense, operations support, interest expense
        and
        general and administrative expenses of $5.6 million. During the same period
        of
        2004, revenues of $1.2 million were offset by depreciation and amortization
        expense, operations support, interest expense and general and administrative
        expenses of $2.4 million.
 
 Aircraft
        revenues increased $2.1 million due to the Partnership's investment into
        two
        entities during the third quarter of 2004 that each own two Boeing 737-500
        commercial aircraft. These aircraft were owned and on-lease for twelve months
        of
        2005 compared to being owned and on lease for approximately four months of
        2004.
 
 Depreciation
        and amortization expense, operations support, interest expense and
        administrative expenses increased $3.2 million during the year ended December
        31, 2005 compared to 2004 resulting from an increase in depreciation and
        amortization expense of $2.2 million caused by the Partnership's investment
        during the third quarter of 2004 into two entities each owning two Boeing
        737-500 commercial aircraft and an increase of $1.0 million caused by interest
        expense from the non-recourse debt financing the two Boeing 737-500 commercial
        aircraft in each of the entities the Partnership invested in during the third
        quarter of 2004. The Partnership had an interest in these two entities owning
        commercial aircraft for twelve months of 2005 compared to approximately four
        months of 2004.
  -9-
  
 (f)  Loss
        from
        Operation of Discontinued Operations
 
 During
        the year ended December 31, 2005, the Partnership's railcar and marine container
        operations, which are being accounted for as discontinued operations, generated
        a loss from operations of $0.6 million compared to loss of $0.4 million during
        the same period of 2004.
 
 (g)  Gain
        on
        Disposition of Discontinued Operations
 
 The
        Partnership had a gain on disposition of discontinued operations from the
        sale
        of its railcar and marine container assets of $4.7 million in the year ended
        December 31, 2005 compared to $-0- during the same period of 2004.
 
 (h)  Net
        Income
 
 As
        a
        result of the foregoing, the Partnership’s net income for the year ended
        December 31, 2005 was $4.1 million, compared to net income of $1.1 million
        during the same period in 2004. The Partnership’s ability to operate and
        liquidate assets, secure leases, and re-lease those assets whose leases expire
        is subject to many factors. Therefore, the Partnership’s performance in the year
        ended December 31, 2005 is not necessarily indicative of future periods.
 
 (G)  Geographic
        Information
 
 Certain
        of the Partnership’s equipment operates in international markets. Although these
        operations expose the Partnership to certain currency, political, credit,
        and
        economic risks, the General Partner believes these risks are minimal or has
        implemented strategies to control the risks. Currency risks are at a minimum
        because all invoicing is conducted in United States (US) dollars. Political
        risks are minimized by avoiding operations in countries that do not have
        a
        stable judicial system and established commercial business laws. Credit support
        strategies for lessees may range from letters of credit supported by US banks
        to
        cash deposits. Although these credit support mechanisms generally allow the
        Partnership to maintain its lease yield, there are risks associated with
        slow-to-respond judicial systems when legal remedies are required to secure
        payment or repossess equipment. Economic risks are inherent in all international
        markets, and the General Partner strives to minimize this risk with market
        analysis prior to committing equipment to a particular geographic area. Refer
        to
        Note 7 to the financial statements for information on the lease revenues,
        net
        income (loss), and net book value of equipment in the various geographic
        regions.
 
 Revenues
        and net operating income by geographic region are impacted by the time period
        the asset is owned and the useful life ascribed to the asset for depreciation
        purposes. Net income (loss) from equipment is significantly impacted by
        depreciation charges, which are greatest in the early years of ownership
        due to
        the use of the double-declining balance method of depreciation. The
        relationships of geographic revenues, net income (loss), and net book value
        of
        equipment are expected to change significantly in the future, as assets come
        off
        lease and decisions are made to either redeploy the assets in the most
        advantageous geographic location or sell the assets.
 
 The
        Partnership's owned equipment and investments in entities owning equipment
        leased to US - domiciled lessees consists of aircraft, trailers and machinery
        and other equipment. During 2005, US lease revenues accounted for 40% of
        the
        total lease revenues of wholly and jointly owned equipment while this region
        reported a net loss of $2.9 million. The primary reason for this loss was
        due to
        the double-declining balance method of depreciation that results in greater
        depreciation in the first years an asset is owned.
 
 The
        Partnership's owned assets in Canada consisted of an aircraft on lease to
        Canadian-domiciled lessee and marketable securities in a publicly traded
        Canadian entity. During 2005, Canadian lease revenues accounted for 4% of
        the
        total lease revenues of wholly- and jointly-owned equipment and this region
        reported net income of $0.4 million.
 
 The
        Partnership's owned equipment on lease to a South American-domiciled lessee
        consisted of aircraft during 2005, which accounted for 0% of the total lease
        revenues of wholly- and jointly-owned equipment, and net income of $1.0 million.
        The primary reason this region reported net income resulted from the gain
        on
        sale of owned aircraft equipment.
  -10-
  
 The
        Partnership's owned equipment on lease to a Central American-domiciled lessee
        during 2005 consisted of aircraft which accounted for 6% of the total lease
        revenues of wholly- and jointly-owned equipment and net income of $0.6
        million.
 
 The
        Partnership's owned equipment and its ownership share in equity investment’s
        equipment on lease to lessees in the rest of the world consisted of a marine
        vessel. The marine vessel is moved on a regular basis to locations throughout
        the world. During 2005, lease revenues for this lessees accounted for 50%
        of the
        total lease revenues of wholly- and jointly-owned equipment and net income
        of
        $1.2 million.
 
 (H)  Inflation
 
 Inflation
        had no significant impact on the Partnership's operations during 2005 and
        2004.
 
 (I)  Forward-Looking
        Information
 
 Except
        for historical information contained herein, the discussion in this Form
        10-KSB/A contains forward-looking statements that involve risks and
        uncertainties, such as statements of the Partnership’s plans, objectives,
        expectations, and intentions. The cautionary statements made in this Form
        10-KSB/A should be read as being applicable to all related forward-looking
        statements wherever they appear in this Form 10-KSB/A. The Partnership’s actual
        results could differ materially from those discussed here.
 
 (J)  Outlook
        for the Future
 
 The
        Partnership's operation of a diversified equipment portfolio in a broad base
        of
        markets is intended to reduce its exposure to volatility in individual equipment
        sectors.
 
 The
        ability of the Partnership to realize acceptable lease rates on its equipment
        in
        the different equipment markets is contingent upon many factors, such as
        specific market conditions and economic activity, technological obsolescence,
        and government or other regulations. The unpredictability of these factors
        makes
        it difficult for the General Partner to clearly define trends or influences
        that
        may impact the performance of the Partnership's equipment. The General Partner
        continuously monitors both the equipment markets and the performance of the
        Partnership's equipment in these markets. The General Partner may make an
        evaluation to reduce the Partnership's exposure to those equipment markets
        in
        which it determines that it cannot operate equipment and achieve acceptable
        rates of return.
 
 The
        Partnership intends to use future cash flow from operations to satisfy its
        operating requirements and make cash distributions to the partners.
 
 The
        Partnership may not reinvest cash flows generated from operations after January
        1, 2005 into additional equipment. The Partnership will terminate on December
        31, 2010, unless terminated earlier upon sale of all equipment and by certain
        other events. The General Partner is currently reviewing the strategic
        alternatives for the Partnership’s remaining assets. These alternatives include
        selling the Partnership’s remaining assets.
 
 Disposition
        of the Partnership's equipment and investments in entities owning equipment
        may
        result in a reduction of cash flows from operations to the
        Partnership.
 
 Factors
        affecting the Partnership’s contribution during the year 2006 and beyond
        include:
 
 (1)  The
        Partnership has an investment in an entity owning a double-hull product tanker
        constructed in 1985, which operates in international markets carrying a variety
        of clean product/chemical liquid cargoes.  Demand for product /
        chemical shipping is closely tied to worldwide economic growth patterns,
        which can affect demand by causing changes in specific grade volume on trade
        routes.  The General Partner operates the Partnership’s product tanker in
        the voyage charter markets, carrying mostly gasoline, jet fuel, gas oils
        ,
        similar petroleum distillates or simple chemicals, and vegetable and palm
        oils
        an approach that provides the flexibility to adapt to changes in market
        conditions.
 
 The
        Partnership’s product tanker has continued to operate with minimum idle time
        between charters. Two major hurricanes in the United States (US) Gulf created
        major problems with the oil supply chain and especially the limited refinery
        capacity of the US.  Several major refineries in the US Gulf area were shut
        down or product refining capacity severely reduced resulting in shortage
        of
        refined products such as
  -11-
  gasoline,
        jet fuel, heating oil, etc. which created a high demand for imported product
        from Europe and elsewhere.  These events drove the shipping markets for
        product carriers to all time highs.  While some, but not all refining
        capacity has come back on stream, the demand, while off the highs, remains
        strong and should continue into early 2006.  The advent of the heating oils
        season in North America with supply levels reported low could further prolong
        the strong product tanker market.
 
 Recently,
        the Partnership's product tanker received "vetting approval" from an oil
        major.  Receiving this approval will enhance this marine vessel's
        marketability in the future.  The phase-out of a number of uncertified
        marine vessels in the vegetable oil trade commencing in 2007 should further
        enhance this product tanker's demand from charterers and operators in those
        trades.
 
 The
        marine vessel owned by an entity in which the Partnership has an interest
        is
        over 20 years old  which may hinder  its future marketability. 
Marine vessels of this age typically earn a lower charter rate than newer
        more
        efficient marine vessels and may have increased off-hire time.  The recent
        "vetting approval" should help mitigate this to some extent;
 
 (2)  Market
        demand for used aircraft continues to be severely impacted by the poor financial
        condition of the airline industry.
 
 The
        General Partner believes that the commercial aviation industry is recovering
        from several years of reduced travel; however, the General Partner views
        the
        recovery with caution as major increases in the cost of fuel have added another
        factor to the poor financial condition of the airlines. The General Partner
        believes that stabilization of fuel prices will be critical for the recovery
        in
        the airline industry to continue.
 
 The
        Partnership owns a DHC-8-102 commuter aircraft with a net book value of $-0-
        which is on consignment to a vendor who is parting out the aircraft. Due
        to the
        poor market demand for parts from this type of aircraft, it is taking a
        considerable period of time to complete the sale of this aircraft. The
        Partnership also owns a DHC-8-300 that is on a lease through June 2007.
 
 The
        Partnership owns a DC-9-32 Stage III commercial aircraft which is on lease
        to a
        Central American carrier through June 2007. This carrier is in poor financial
        condition and has continually been several months behind in its lease payments
        to the Partnership. The General Partner believes that the re-lease or sale
        opportunities for this type of aircraft are limited due to age of this aircraft.
        The Partnership is working with the lessee to avoid taking repossession of
        this
        aircraft.
 
 The
        Partnership has an interest in four aircraft on lease to a major US airline.
        While the General Partner is not aware of any specific liquidity problems
        in
        regards to this lessee, the poor financial condition of the US airline industry,
        which has included several bankruptcies in the last twelve months, indicate
        there could be collection issues related to this lessee in the
        future;
 
 (3)  While
        the
        Partnership is scheduled to terminate on December 31, 2010, the General Partner
        is currently reviewing the strategic alternatives for the Partnership’s
        remaining assets. These alternatives include selling the Partnership’s remaining
        assets and assets owned by entities in which the Partnership has an equity
        interest;
 
 (4)  The
        timing and amount of future cash distributions to the limited partners and
        the
        General Partner will be based on the cash position of the Partnership and
        operational requirements. The General Partner does not anticipate any future
        cash distributions to the limited partners and the General Partner until
        the
        Partnership has significant additional asset dispositions; and
 
 (5)  Beginning
        in 2006, in order to prevent the Partnership from being considered publicly
        traded and to avoid taxation of the Partnership as an association treated
        as a
        corporation under the Internal Revenue Code, the General Partner began limiting
        the number of limited partnership units to be traded to 2% per year of the
        total
        outstanding units.
 
 Several
        other factors may affect the Partnership's operating performance in 2006
        and
        beyond, including changes in the markets for the Partnership's equipment
        and
        changes in the regulatory environment in which that equipment
        operates.
  -12-
  
 (1)  Re-pricing
        Risk
 
 Certain
        portions of the Partnership's aircraft and marine vessel portfolios will
        be
        remarketed in 2006 as existing leases expire, exposing the Partnership to
        considerable re-pricing risk/opportunity.
 
 (2)  Equipment
        Liquidations
 
 The
        General Partner may elect to sell certain underperforming equipment, equipment
        whose continued operation may become prohibitively expensive, or has a greater
        strategic value to others. The General Partner intends to re-lease or sell
        equipment at prevailing market rates; however, the General Partner cannot
        predict these future rates with any certainty at this time and cannot accurately
        assess the effect of such activity on future Partnership performance. The
        proceeds from the sold or liquidated equipment will be used to fund operations
        and make cash distributions to the partners.
 
 (3)  Impact
        of
        Government Regulations on Future Operations
 
 Ongoing
        changes in the regulatory environment, both in the United States and
        internationally, cannot be predicted with accuracy, and preclude the General
        Partner from determining the impact of such changes on Partnership operations
        or
        sale of equipment.
 
 The
        General Partner operates the Partnership's equipment in accordance with current
        applicable regulations (see Item 1, Section E, Government Regulations). However,
        the continuing implementation of new or modified regulations by some of the
        authorities mentioned previously, or others, may adversely affect the
        Partnership's ability to continue to own or operate equipment in its portfolio.
        Additionally, regulatory systems vary from country to country, which may
        increase the burden to the Partnership of meeting regulatory compliance for
        the
        same equipment operated between countries.
 
 (K)  Distribution
        Levels and Additional Capital Resources
 
 The
        Partnership's initial contributed capital was composed of the proceeds from
        its
        initial offering of $184.3 million, supplemented by permanent debt in the
        amount
        of $38.0 million. The Partnership may no longer purchase equipment with cash
        flow from operations. The General Partner has not planned any expenditures,
        nor
        is it aware of any contingencies that would cause it to require any additional
        capital to that mentioned above. The Partnership intends to rely on operating
        cash flow to meet its operating obligations and make cash distributions to
        its
        limited partners.
 
 Cash
        distributions when paid to the limited partners generally consist of both
        a
        return of and a return on capital. Cash distributions do not represent and
        are
        not indicative of yield on investment. Actual yield on investment cannot
        be
        determined with any certainty until conclusion of the Partnership and will
        be
        dependent upon the collection of all future contracted rents, the generation
        of
        renewal and/or re-lease rents and the residual value realized for each asset
        at
        its disposal.
 
 The
        General Partner believes that sufficient cash flow will be available in the
        future to meet Partnership operating cash flow requirements.
 
 ITEM
        7.  FINANCIAL
        STATEMENTS AND SUPPLEMENTARY DATA
 
 The
        financial statements for the Partnership are listed on the Index to Financial
        Statements included in Item 13(a) of this Annual Report on Form
        10-KSB/A.
 
 ITEM
        8A.  CONTROLS
        AND PROCEDURES (as
        restated)
 
 (A)  Limitations
        on the Effectiveness of Controls
 
 The
        General Partner’s management, including it’s President and Chief Financial
        Officer (CFO), does not expect that our internal controls or disclosure control
        will prevent all errors and all fraud. A control system, no matter how well
        conceived and operated, can provide only reasonable, not absolute, assurance
        that the objectives of the control system are met. Further, the design of
        a
        control system must reflect the fact that there are resource constraints,
        and
        the benefits of controls must be considered relative to their
        costs.
  -13-
  
 Because
        of the inherent limitations in all control systems, no evaluation of control
        can
        provide absolute assurance that all control issues and instances of fraud,
        if
        any, within the Partnership have been detected. These inherent limitations
        include the realities that judgments in decision-making can be faulty and
        that
        breakdowns can occur because of a simple error or mistake. Additionally,
        controls can be circumvented by the individual acts of some persons, collusion
        of two or more people, or by management override of the control. The design
        of
        any system of controls also is based partly on certain assumptions about
        the
        likelihood of future events, and there can be no assurance that any design
        will
        succeed in achieving its stated goals under all potential future conditions.
 
 Evaluation
        of the Partnership’s Disclosure Controls and Internal Controls
 
 The
        General Partner carried out an evaluation, under the supervision and with
        the
        participation of the General Partner’s management, including it’s President and
        CFO, of the effectiveness of the design and operation of the Partnership’s
        disclosure controls and procedures pursuant to Rule 13a-14 under the Securities
        Exchange Act of 1934 (the “Exchange Act”). Based on the review of the
        Partnership’s internal controls, the General Partner concluded that in light of
        certain weaknesses described below, as of December 31, 2005, the Partnership’s
        controls and procedures were not effective.
 
 As
        a
        result of these control deficiencies, the General Partner performed additional
        procedures to ensure that the Partnership’s financial statements are prepared in
        accordance with generally accepted accounting principles (GAAP). Accordingly,
        the General Partner believes that the financial statements included in this
        report fairly present in all material respects the Partnership’s financial
        condition, results of operations and cash flows for the periods presented
        in
        accordance with GAAP.
  A
        material weakness is a control deficiency, or combination of control
        deficiencies, that results in more than a remote likelihood that a material
        misstatement of the annual or interim financial statements will not be prevented
        or detected. As a result of the errors described in Note 1 to the financial
        statements that resulted in the restatement of the Partnership’s financial
        statements for the years ended December 31, 2005 and 2004, the General Partner
        identified the following material weaknesses in its internal
        controls:
 
 1)  The
        Partnership did not ensure that there was adequate communication between
        the
        General Partner’s accounting personnel and the Partnership’s third party
        equipment managers. Specifically, the accounting department personnel at
        the
        General Partner did not know of a settlement of a bankruptcy claim for which
        the
        Partnership received securities in a publicly traded company and thus their
        receipt was not recorded appropriately. This control deficiency contributed
        to
        the restatement of the Partnership’s financial statements as of December 31,
        2005 and 2004.
 
 2)  Once
        received, the Partnership did not perform an adequate review of the bankruptcy
        settlement. Specifically, once the documentation was received related to
        the
        receipt of the securities, the appropriate accounting entries were not
        recorded.
 
 Prior
        to
        issuance of these financial statements in June 2006, the following changes
        were
        made in our internal control over financial reporting in an effort to remediate
        the material weaknesses described above:
 
 1)  On
        a
        regular basis and no less than quarterly, the appropriate accounting personnel
        will discuss with the third party equipment managers all material transactions
        that occurred during the period.
 
 2)  All
        material source documentation related to equipment transactions will be reviewed
        by at least two accounting department personnel to determine the appropriate
        accounting treatment.
 
 Although
        the General Partner believes the steps taken to date have improved the
        effectiveness of our control over the accounting for equipment related
        transactions, we have note completed our review and testing of the corrective
        processes and procedures. Accordingly, the General Partner will continue
        to
        monitor the effectiveness over the Partnership’s internal controls over
        equipment transactions.
  ITEM
        13.  EXHIBITS
        AND FINANCIAL STATEMENT SCHEDULES,
 
 (A)  1.  Financial
        Statements
 
 The
        financial statements listed in the accompanying Index to Financial Statements
        are filed as part of this Annual Report on Form 10-KSB/A.
 
 (B)  Financial
        Statement Schedules
 
 None.
  -14-
  
 (C)  Exhibits
 
 4
              Amended
                  and Restated Limited Partnership Agreement of Partnership, incorporated
                  by
                  reference to the Partnership's Registration Statement on Form S-1
                  (Reg. No. 33-32258), which became effective with the Securities
                  and Exchange Commission on April 11, 1990.4.1
              First
                  Amendment to the Amended and Restated Limited Partnership Agreement
                  dated
                  August 24, 2001, incorporated by reference to the Partnership's
                  Annual
                  Report on Form 10-K dated December 31, 2001 filed with the Securities
                  and
                  Exchange Commission on March 28, 2002.4.2
              Second
                  Amendment to the Amended and Restated Limited Partnership Agreement
                  dated
                  June 29, 2004, incorporated by reference to the Partnership’s Form 10-QSB
                  dated June 30, 2004 filed with the Securities and Exchange Commission
                  on
                  August 12, 2004.10.1
              Management
                  Agreement between Partnership and PLM Investment Management, Inc. 
                  incorporated by reference to the Partnership's Registration Statement
                  on
                  Form S-1 (Reg. No. 33-32258), which became effective with the
                  Securities and Exchange Commission on April
                  11, 1990.10.2
              Settlement
                  Agreement between PLM Worldwide Leasing Corp. and Varig S.A. dated
                  October
                  11, 2002, incorporated by reference to the Partnership’s Form 10-Q dated
                  September 30, 2002 filed with the Securities and Exchange Commission
                  on
                  November 13, 2002.10.3
              PLM
                  CAL I LLC operating agreement dated June 4, 2004, incorporated
                  by
                  reference to the Partnership’s Form 10-QSB dated September 30, 2004 filed
                  with the Securities and Exchange Commission on November 12,
                  2004.10.4
              PLM
                  CAL II LLC operating agreement dated June 4, 2004, incorporated
                  by
                  reference to the Partnership’s Form 10-QSB dated September 30, 2004 filed
                  with the Securities and Exchange Commission on November 12,
                  2004.10.5
              PLM
                  CAL I LLC equipment purchase agreement dated August 26, 2004, incorporated
                  by reference to the Partnership’s Form 10-QSB dated September 30, 2004
                  filed with the Securities and Exchange Commission on November 12,
                  2004.10.6
              PLM
                  CAL II LLC equipment purchase agreement dated August 26, 2004,
                  incorporated by reference to the Partnership’s Form 10-QSB dated September
                  30, 2004 filed with the Securities and Exchange Commission on November
                  12,
                  2004.10.7
              Trust
                  Indenture and Mortgage 645 between First Security Bank, National
                  Association and Wilmington Trust Company assumed by PLM CAL I,
                  incorporated by reference to the Partnership’s Form 10-KSB dated December
                  31, 2004 filed with the Securities and Exchange Commission on March
                  29,
                  2005.10.8
              Trust
                  Indenture and Mortgage 646 between First Security Bank, National
                  Association and Wilmington Trust Company assumed by PLM CAL I,
                  incorporated by reference to the Partnership’s Form 10-KSB dated December
                  31, 2004 filed with the Securities and Exchange Commission on March
                  29,
                  2005.10.9
              Trust
                  Indenture and Mortgage 647 between First Security Bank, National
                  Association and Wilmington Trust Company assumed by PLM CAL II,
                  incorporated by reference to the Partnership’s Form 10-KSB dated December
                  31, 2004 filed with the Securities and Exchange Commission on March
                  29,
                  2005.10.10
              Trust
                  Indenture and Mortgage 648 between First Security Bank, National
                  Association and Wilmington Trust Company assumed by PLM CAL II,
                  incorporated by reference to the Partnership’s Form 10-KSB dated December
                  31, 2004 filed with the Securities and Exchange Commission on March
                  29,
                  2005.
  -15-
  
 10.11
              Trust
                  Indenture and Mortgage 645 Supplement between First Security Bank,
                  National Association and Wilmington Trust Company assumed by PLM
                  CAL I,
                  incorporated by reference to the Partnership’s Form 10-KSB dated December
                  31, 2004 filed with the Securities and Exchange Commission on March
                  29,
                  2005.10.12
              Trust
                  Indenture and Mortgage 646 Supplement between First Security Bank,
                  National Association and Wilmington Trust Company assumed by PLM
                  CAL I,
                  incorporated by reference to the Partnership’s Form 10-KSB dated December
                  31, 2004 filed with the Securities and Exchange Commission on March
                  29,
                  2005.10.13
              Trust
                  Indenture and Mortgage 647 Supplement between First Security Bank,
                  National Association and Wilmington Trust Company assumed by PLM
                  CAL II,
                  incorporated by reference to the Partnership’s Form 10-KSB dated December
                  31, 2004 filed with the Securities and Exchange Commission on March
                  29,
                  2005.10.14
              Trust
                  Indenture and Mortgage 648 Supplement between First Security Bank,
                  National Association and Wilmington Trust Company assumed by PLM
                  CAL II,
                  incorporated by reference to the Partnership’s Form 10-KSB dated December
                  31, 2004 filed with the Securities and Exchange Commission on March
                  29,
                  2005.10.15
              Modification
                  of Settlement Agreement between PLM Worldwide Leasing Corp. and
                  Varig S.A.
                  dated September 24, 2004, incorporated by reference to the Partnership’s
                  Form 10-KSB dated December 31, 2004 filed with the Securities and
                  Exchange
                  Commission on March 29, 2005.10.16
              Amended
                  and Restated Loan and Security Agreement by and between MILPI Holdings
                  LLC
                  and LaSalle National Bank Association dated July 15, 2005, incorporated
                  by
                  reference to the Partnership’s Form 10-QSB dated June 30, 2005 filed with
                  the Securities and Exchange Commission on August 10,
                  2005.10.17
              Asset
                  Purchase Agreement dated as of August 4, 2005 by and among the
                  Partnership, CIT Group, Inc., et al. incorporated by reference
                  to the
                  Partnership’s Form 8-K dated August 18, 2005, filed with the Securities
                  and Exchange Commission on August 24, 2005.14
              PLM
                  Financial Services Inc. Code of Ethics, incorporated by reference
                  to the
                  Partnership’s Form 10-KSB dated December 31, 2003 filed with the
                  Securities and Exchange Commission on March 29, 2004.31.1
              Certificate
                  of President of the General Partner pursuant to Section 302 of
                  Sarbanes -
                  Oxley Act of 2002.31.2
              Certificate
                  of Chief Financial Officer of the General Partner pursuant to Section
                  302
                  of Sarbanes - Oxley Act of 2002.32.1
              Certificate
                  of President of the General Partner pursuant to Section 906 of
                  Sarbanes -
                  Oxley Act of 2002.32.2
              Certificate
                  of Chief Financial Officer of the General Partner pursuant to Section
                  906
                  of Sarbanes - Oxley Act of 2002.
 
  -16-
  
 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:
        June 6, 2006  PLM
        EQUIPMENT GROWTH FUND V
 PARTNERSHIP
 
 By:  PLM
        Financial Services, Inc.
 General
        Partner
 
 By:  /s/ Paul
        M. Leand
 Paul
        M.
        Leand
 President
 
 
 By:  /s/
        Richard K Brock
 Richard
        K
        Brock
 Chief
        Financial Officer
 
 CERTIFICATION
 
 The
        undersigned hereby certifies, in their capacity as a director of the General
        Partner of PLM Equipment Growth Fund V (the Partnership), that the Annual
        Report
        of the Partnership on Form 10-KSB/A for the year ended December 31, 2005,
        fully
        complies with the requirements of Section 13(a) of the Securities Exchange
        Act
        of 1934 and that the information contained in such report fairly presents,
        in
        all material respects, the financial condition of the Partnership at the
        end of
        such period and the results of operations of the Partnership for such
        period.
 
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, this report has
        been
        signed below by the following directors of the Partnership's General Partner
        on
        the dates indicated.
 
 
 Name  Capacity  Date
 
 
 
 
 /s/ Paul
        M. Leand
 Paul
        M.
        Leand  Director,
        FSI  June
        6,
        2006
 
 
 
 
 /s/ Michael
        Dockman
 Michael
        Dockman  Director,
        FSI  June
        6,
        2006
 
 
 
 
 /s/ James
        G. Dolphin
 James
        G.
        Dolphin  Director,
        FSI  June
        6,
        2006
 
  -17-
  **PLM
        EQUIPMENT GROWTH FUND V**
 **(A
        Limited Partnership)**
 **INDEX
        TO FINANCIAL STATEMENTS**
 
 (Item
        13(a))
 
 
 PageReport
                  of independent registered public accounting firm
              19Balance
                  sheets as of December 31, 2005 and 2004
              20Statements
                  of income for the years endedDecember
                  31, 2005 and 2004
              21Statements
                  of changes in partners' capital for theyears
                  ended December 31, 2005 and 2004
              22Statements
                  of cash flows for the years endedDecember
                  31, 2005 and 2004
              23Notes
                  to financial statements
              24-42
 
  -18-
  
 
 
 
 
 
 
 
 **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 
 
 
 The
        Partners
 PLM
        Equipment Growth Fund V:
 
 
 We
        have
        audited the accompanying balance sheets of PLM Equipment Growth Fund V, a
        limited partnership (the Partnership), as of December 31, 2005 and 2004,
        and the
        related statements of income, changes in partners' capital, and cash flows
        for
        the years then ended. These financial statements are the responsibility of
        the
        Partnership's management. Our responsibility is to express an opinion on
        these
        financial statements based on our audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audits to obtain reasonable assurance about whether the
        financial statements are free of material misstatement. The Partnership is
        not
        required to have, nor were we engaged to perform an audit of its internal
        control over financial reporting. Our audits included consideration of internal
        control over financial reporting as a basis for designing audit procedures
        that
        are appropriate in the circumstances, but not for the purpose of expressing
        an
        opinion on the effectiveness of the Partnership's internal control over
        financial reporting. Accordingly, we express no such opinion. The audits
        also
        include examining, on a test basis, evidence supporting the amounts and
        disclosures in the financial statements, assessing the accounting principles
        used and significant estimates made by management, as well as evaluating
        the
        overall financial statement presentation. We believe that our audits provide
        a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of PLM Equipment Growth Fund V
        at
        December 31, 2005 and 2004, and the results of its operations and its cash
        flows
        for the years then ended in conformity with accounting principles generally
        accepted in the United States of America.
 
 The
        accompanying financial statements as of and for the years ended December
        31,
        2005 and 2004 have been restated as discussed in Note 1 to the financial
        statements.
 
 
 
 
 
 /s/
        Grant
        Thornton LLP
 
 New
        York,
        New York
 March
        24,
        2006, except for Notes 1, 5, 8, 9, 10 and 14 for which the date is June 1,
        2006.
  -19-
  
 **PLM
                  EQUIPMENT GROWTH FUND V****(A
                  Limited Partnership)****BALANCE
                  SHEETS****December
                  31,**(in
                  thousands of dollars, except unit
                  amounts)
 
 **Assets**
              
              
              2005
              
              
              2004
 (As
        restated,  (As
        restated,
 see
        Note
        1)  see
        Note
        1)
 Equipment
                  held for operating leases, at cost
              
              $
              19,393
              
              $
              24,937Less
                  accumulated depreciation
              
              
              (19,337
              )
              
              (24,869
              )Net
                  equipment
              
              
              56
              
              
              68Cash
                  and cash equivalents
              
              
              1,926
              
              
              5,736Marketable
                  securities
              
              
              777
              
              
              672Accounts
                  and other receivables
              
              
              214
              
              
              959Equity
                  investments in affiliated entities
              
              
              8,043
              
              
              11,214Other
                  assets
              
              
              137
              
              
              214Assets
                  held for sale
              
              
              12
              
              
              12,374Total
                  assets
              
              $
              11,165
              
              $
              31,237**Liabilities
                  and partners’ capital**LiabilitiesAccounts
                  payable and accrued expenses
              
              $
              115
              
              $
              72Due
                  to affiliates
              
              
              19
              
              
              18Reserve
                  for repairs
              
              
              --
              
              
              500Lessee
                  deposits
              
              
              210
              
              
              404Liabilities
                  held for sale
              
              
              57
              
              
              962Total
                  liabilities
              
              
              401
              
              
              1,956Commitments
                  and contingenciesPartners'
                  capitalLimited
                  partners (8,478,448 limited partnership units outstanding)
              
              
              10,764
              
              
              29,281General
                  Partner
              
              
              --
              
              
              --Total
                  partners' capital
              
              
              10,764
              
              
              29,281Total
                  liabilities and partners' capital
              
              $
              11,165
              
              $
              31,237
 
 
 
 
 
 
 
 
 
 See
        accompanying notes to financial statements.
  -20-
  
 **PLM
                  EQUIPMENT GROWTH FUND V****(A
                  Limited Partnership)****STATEMENTS
                  OF INCOME****For
                  the Years Ended December 31,**(in
                  thousands of dollars, except weighted-average partnership unit
                  amounts)
 
 
 2005
              
              
              2004
 (As
        restated,  (As
        restated,
 see
        Note
        1)  see
        Note
        1)
 **Revenues**Lease
                  revenue
              
              $
              975
              
              $
              1,079Interest
                  and other income
              
              
              415
              
              
              1,488Gain
                  on disposition of equipment
              
              
              1,197
              
              
              649Total
                  revenues
              
              
              2,587
              
              
              3,216**Expenses**Depreciation
                  and amortization
              
              
              15
              
              
              555Operations
                  support
              
              
              10
              
              
              113Management
                  fees to affiliate
              
              
              37
              
              
              104General
                  and administrative expenses to affiliates
              
              
              56
              
              
              229Other
                  general and administrative expenses
              
              
              594
              
              
              1,366Recovery
                  of bad debts
              
              
              --
              
              
              (1,296
              )Total
                  expenses
              
              
              712
              
              
              1,071Equity
                  in net loss of equity investments
              
              
              (1,854
              )
              
              (657
              )Income
                  from continuing operations
              
              
              21
              
              
              1,488Discontinued
                  operations:Loss
                  from operation of discontinued operations
              
              
              (579
              )
              
              (415
              )Gain
                  on disposition of discontinued operations
              
              
              4,678
              
              
              --Income
                  (loss) from discontinued operations
              
              
              4,099
              
              
              (415
              )Net
                  income
              
              
              4,120
              
              
              1,073Other
                  comprehensive income:Unrealized
                  gains on marketable securities
              
              
              32
              
              
              224Comprehensive
                  income
              
              $
              4,152
              
              $
              1,297**Partners’
                  share of net income**Limited
                  partners
              
              $
              2,986
              
              $
              1,073General
                  Partner
              
              
              1,134
              
              
              --Total
              
              $
              4,120
              
              $
              1,073Limited
                  partners' basic earnings (loss) per weighted-averagelimited
                  partnership unit:(Loss)
                  income from continuing operations
              
              $
              (0.13
              )
              $
              0.18Loss
                  from operation of discontinued operations
              
              
              (0.07
              )
              
              (0.05
              )Gain
                  on disposition of discontinued operations
              
              
              0.55
              
              
              --$
              0.35
              
              $
              0.13
 See
        accompanying notes to financial statements.
  -21-
  
 **PLM
                  EQUIPMENT GROWTH FUND V****(A
                  Limited Partnership)****STATEMENTS
                  OF CHANGES IN PARTNERS' CAPITAL****For
                  the Years Ended December 31, 2005 and 2004**(in
                  thousands of dollars)
 
 
 Limited
              
              GeneralPartners
              
              Partner
              
              TotalPartners’
                  capital as of December 31, 2003
              
              $
              27,984
              
              $
              --
              
              $
              27,984(As
                  restated, see Note 1)Comprehensive
                  income:Net
                  income
              
              
              1,073
              
              
              --
              
              
              1,073Unrealized
                  gains from available-for-salesecurities
              
              
              224
              
              
              --
              
              
              224Comprehensive
                  income
              
              
              1,297
              
              
              --
              
              
              1,297Partners'
                  capital as of December 31, 2004(As
                  restated, see Note 1)
              
              
              29,281
              
              
              --
              
              
              29,281Comprehensive
                  income:Net
                  income
              
              
              2,986
              
              
              1,134
              
              
              4,120Unrealized
                  gains from available-for-salesecurities
              
              
              32
              
              
              --
              
              
              32Comprehensive
                  income
              
              
              3,018
              
              
              1,134
              
              
              4,152Cash
                  distribution
              
              
              (21,535
              )
              
              (1,134
              )
              
              (22,669
              )Partners'
                  capital as of December 31, 2005(As
                  restated, see Note 1)
              
              $
              10,764
              
              $
              --
              
              $
              10,764
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 See
        accompanying notes to financial statements.
  -22-
  
 **PLM
                  EQUIPMENT GROWTH FUND V****(A
                  Limited Partnership)****STATEMENTS
                  OF CASH FLOWS****For
                  the Years Ended December 31,**(in
                  thousands of dollars)
 see  see
 2005
              
              2004(As
                  restated,
              
              (As
                  restated,Note
                  1)
              
              Note
                  1)**Operating
                  activities**Income
                  from continuing operations
              
              $
              21
              
              $
              1,488Adjustments
                  to reconcile income from continuing operationsto
                  net cash provided by (used in) operating activities:Depreciation
              
              
              12
              
              
              549Amortization
              
              
              3
              
              
              6Recovery
                  of bad debts
              
              
              --
              
              
              (1,296
              )Non-cash
                  interest and other income
              
              
              (73
              )
              
              (448
              )Gain
                  on disposition of equipment
              
              
              (1,197
              )
              
              (649
              )Equity
                  in net loss from equity investments
              
              
              1,854
              
              
              657Distributions
                  from equity investments
              
              
              1,317
              
              
              560Changes
                  in operating assets and liabilities:Accounts
                  and other receivables
              
              
              745
              
              
              2,820Other
                  assets
              
              
              (88
              )
              
              139Accounts
                  payable and accrued expenses
              
              
              43
              
              
              (106
              )Due
                  to affiliates
              
              
              1
              
              
              (132
              )Lessee
                  deposits
              
              
              (194
              )
              
              (10
              )Cash
                  provided by operating activities of continuing operations
              
              
              2,444
              
              
              3,578Cash
                  provided by operating activities ofdiscontinued
                  operations
              
              
              1,293
              
              
              817Net
                  cash provided by operating activities
              
              
              3,737
              
              
              4,395**Investing
                  activities**Investments
                  in equity investments
              
              
              --
              
              
              (26,661
              )Non-operating
                  distributions from equity investments
              
              
              --
              
              
              17,225Decrease
                  in restricted cash
              
              
              --
              
              
              60Collections
                  on finance lease receivable
              
              
              162
              
              
              75Proceeds
                  from disposition of equipment
              
              
              697
              
              
              2,125Cash
                  provided by (used in) investing activities of continuingoperations
              
              
              859
              
              
              (7,176
              )Cash
                  provided by (used in) investing activities of discontinuedoperations
              
              
              14,995
              
              
              (9,148
              )Net
                  cash provided by (used in) investing activities
              
              
              15,854
              
              
              (16,324
              )**Financing
                  activities**Cash
                  distribution paid to limited partners
              
              
              (21,535
              )
              
              --Cash
                  distribution paid to General Partner
              
              
              (1,134
              )
              
              --Cash
                  used in financing activities of continuing operations
              
              
              (22,669
              )
              
              --Cash
                  used in financing activities of discontinued operations
              
              
              (732
              )
              
              (384
              )Net
                  cash used in financing activities
              
              
              (23,401
              )
              
              (384
              )Net
                  decrease in cash and cash equivalents
              
              
              (3,810
              )
              
              (12,313
              )Cash
                  and cash equivalents at beginning of period
              
              
              5,736
              
              
              18,049Cash
                  and cash equivalents at end of period
              
              $
              1,926
              
              $
              5,736**Supplemental
                  information**Interest
                  paid by continuing operations
              
              $
              --
              
              $
              2Interest
                  paid by discontinued operations
              
              $
              87
              
              $
              136
 
 
 
 
 See
        accompanying notes to financial statements.
  -23-
  **PLM
        EQUIPMENT GROWTH FUND V**
 **(A
        Limited Partnership)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 1.  Restatement
        of Financial Statements
 
 In
        October 2004 and June 2005, PLM Equipment Growth Fund V , a
        California limited partnership, (the Partnership), in settlement of an unsecured
        bankruptcy claim, received Canadian dollar denominated marketable securities
        in
        a publicly traded Canadian entity. The Partnership did not reflect the fair
        market value of these securities in its statements of income or balance sheets
        as of the dates of receipt nor did it reflect the fair value of such securities
        in subsequent financial statements for each subsequent quarter through and
        including December 31, 2005. On May 10, 2006, PLM Financial Services, Inc.
        (FSI
        or the General Partner) determined that the proper accounting treatment for
        such
        securities was to account for them as available-for-sale securities and to
        include the fair value of the securities in income during the quarter that
        they
        were received and to reflect subsequent changes in the fair value of the
        securities as a component of comprehensive income or loss and to reflect
        foreign
        currency transaction gains of losses, if any, within net income (loss). As
        a
        result, the Partnership’s balance sheets at December 31, 2005 and 2004,
        statements of income for the years ended December 31, 2005 and 2004, statements
        of changes in partners’ capital for the years ended December 31, 2005 and 2004,
        and the statements of cash flows for the years ended December 31, 2005 and
        2004
        have been restated from the amounts previously reported. The principal effects
        of this restatement were to increase comprehensive income, total assets and
        partners' capital for such periods.
 
 In
        addition, on the previously filed 2005 Form 10-KSB, on the statements of
        cash
        flows, the Partnership incorrectly reported the cash (used in) provided by
        operating activities of discontinued operations for the years ended December
        31,
        2005 and 2004. The principal effect of this restatement was to decrease cash
        provided by operating activities of continuing operations, with an offsetting
        increase to cash provided by operations of discontinued operations. The
        restatements did not change the net cash provided by operating activities.
        In
        the previously filed Form 10-KSB, the Partnership reconciled to cash flow
        from
        operations beginning with the caption "Net income". In this Form 10-KSB/A,
        the
        reconciliation begins with "Income from continuing operations".
 
 A
        summary
        of the significant effects of the restatements are as follows:
 
 As
        of December 31,
        2005
 AsPreviously
              
              
              
              AsReported
              
              Adjustment
              
              RestatedMarketable
                  securities
              
              $
              --
              
              $
              777
              
              $
              777Total
                  assets
              
              
              10,388
              
              
              777
              
              
              11,165Limited
                  partners’ capital
              
              
              9,987
              
              
              777
              
              
              10,764Total
                  partners’ capital
              
              
              9,987
              
              
              777
              
              
              10,764Total
                  liabilities and partners’ capital
              
              
              10,388
              
              
              777
              
              
              11,165
 
 As of December 31, 2004
 AsPreviously
              
              
              
              AsReported
              
              Adjustment
              
              RestatedMarketable
                  securities
              
              $
              --
              
              $
              672
              
              $
              672Total
                  assets
              
              
              30,565
              
              
              672
              
              
              31,237Limited
                  partners’ capital
              
              
              28,609
              
              
              672
              
              
              29,281Total
                  partners’ capital
              
              
              28,609
              
              
              672
              
              
              29,281Total
                  liabilities and partners’ capital
              
              
              30,565
              
              
              672
              
              
              31,237
 
  -24-
  **PLM
        EQUIPMENT GROWTH FUND V**
 **(A
        Limited Partnership)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 1.  Restatement
        of Financial Statements (continued)
 
 For
        the Year
        Ended December 31, 2005
 AsPreviously
              
              
              
              AsChanges
                  to the statements of income:
              
              Reported
              
              Adjustment
              
              RestatedInterest
                  and other income
              
              $
              342
              
              $
              73
              
              $
              415Total
                  revenues
              
              
              2,514
              
              
              73
              
              
              2,587(Loss)
                  Income from continuing operations
              
              
              (52
              )
              
              73
              
              
              21Net
                  income
              
              
              4,047
              
              
              73
              
              
              4,120Other
                  comprehensive income:Unrealized
                  gains on marketable securities
              
              
              --
              
              
              32
              
              
              32Comprehensive
                  income
              
              
              4,047
              
              
              105
              
              
              4,152Limited
                  partners share of net income
              
              
              2,913
              
              
              73
              
              
              2,986Limited
                  partners' basic income perweighted-average
                  limited partnership unit:
              
              
              0.34
              
              
              0.01
              
              
              0.35Changes
                  to the statements of cash flows:Non-cash
                  interest and other income
              
              
              --
              
              
              (73
              )
              
              (73
              )Cash
                  provided by operatingactivities
                  of continuing operations
              
              
              6,543
              
              
              (4,099
              )
              
              2,444Cash
                  (used in) provided by operating activitiesof
                  discontinued operations
              
              
              (2,806
              )
              
              4,099
              
              
              1,293
 
 For
        the Year Ended
        December 31, 2004
 AsPreviously
              
              
              
              AsChanges
                  to the statements of income:
              
              Reported
              
              Adjustment
              
              RestatedInterest
                  and other income
              
              $
              1,040
              
              $
              448
              
              $
              1,488Total
                  revenues
              
              
              2,768
              
              
              448
              
              
              3,216Income
                  from continuing operations
              
              
              1,040
              
              
              448
              
              
              1,488Net
                  income
              
              
              625
              
              
              448
              
              
              1,073Other
                  comprehensive income:Unrealized
                  gains on marketable securities
              
              
              --
              
              
              224
              
              
              224Comprehensive
                  income
              
              
              625
              
              
              672
              
              
              1,297Limited
                  partners share of net income
              
              
              625
              
              
              448
              
              
              1,073Limited
                  partners' basic earnings perweighted-average
                  limited partnership unit:
              
              
              0.07
              
              
              0.06
              
              
              0.13Changes
                  to the statements of cash flows:Non-cash
                  interest and other income
              
              
              --
              
              
              (448
              )
              
              (448
              )Cash
                  provided by operatingactivities
                  of continuing operations
              
              
              3,163
              
              
              415
              
              
              3,578Cash
                  provided by operating activitiesof
                  discontinued operations
              
              
              1,232
              
              
              (415
              )
              
              817
 
 As
        a part
        of the review of this transaction, the Partnership adopted the following
        accounting policies:
 
 Marketable
        Securities
 
 The
        Partnership’s marketable securities are considered available-for-sale and are
        reported at fair value with unrealized gains and losses recorded as accumulated
        other comprehensive income or loss in partners' capital. Realized gains and
        losses are calculated based on the specific identification method.
        Other-than-temporary declines in market value from original cost are charged
        to
        other expense in the period in which the loss occurs. In determining whether
        an
        other-than-temporary decline in the market value has occurred, the Partnership
        considers the duration that, and extent to which, market value is below original
        cost. Realized gains and losses and other than temporary declines in market
        value from original cost are included in other income and expense in the
        statement of income.
  -25-
  **PLM
        EQUIPMENT GROWTH FUND V**
 **(A
        Limited Partnership)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 1.  Restatement
        of Financial Statements (continued)
 
 Comprehensive
        Income
 
 Components
        of comprehensive income includes net income (loss) and unrealized gains on
        available-for-sale securities.
 
 Foreign
        Currency Transactions
 
 Any
        gains
        or losses on foreign currency transactions consist of those related to Canadian
        denominated marketable securities and are included in other income.
 
 2.  Basis
        of Presentation
 
 Organization
 
 The
        Partnership was formed on November 14, 1989 to engage in the business of
        owning,
        leasing, or otherwise investing in predominantly used transportation and
        related
        equipment.
 
 The
        General Partner of the Partnership manages the affairs of the Partnership.
        On
        November 15, 2005, PLM International, Inc., the former parent company of
        FSI,
        sold all the issued and outstanding shares of common stock of FSI to AMA
        CP Fund
        I Inc.
 
 The
        Partnership may not reinvest cash flow generated from operations after January
        1, 2005 into additional equipment. The Partnership will terminate on December
        31, 2010, unless terminated earlier upon the sale of all of the equipment
        or by
        certain other events. The General Partner is currently reviewing the strategic
        alternatives for the Partnership’s remaining assets. These alternatives include
        selling the Partnership’s remaining assets and assets in entities in which the
        Partnership has an equity interest.
 
 The
        Partnership's consolidated financial statements contained in the 2005 annual
        report have been prepared in accordance with the requirements for a Small
        Business Issuer as prescribed by Regulation S-B under the Securities Exchange
        Act of 1934. Generally, a Small Business Issuer cannot file under Regulation
        S-B
        if its annual revenues or public float exceed $25.0 million for two consecutive
        years.
 
 Estimates
 
 These
        financial statements have been prepared on the accrual basis of accounting
        in
        accordance with accounting principles generally accepted in the United States
        of
        America. This requires management to make estimates and assumptions that
        affect
        the reported amounts of assets and liabilities, disclosures of contingent
        assets
        and liabilities at the date of the financial statements, and the reported
        amounts of revenues and expenses during the reporting period. Actual results
        could differ materially from these estimates.
 
 Accounting
        for Leases
 
 The
        Partnership's leasing operations generally consist of operating leases. Under
        the operating lease method of accounting, the lessor records the leased asset
        at
        cost and depreciates the leased asset over its estimated useful life. Rental
        payments are recorded as revenue on a straight-line basis over the lease
        term as
        earned. Lease origination costs are capitalized and amortized over the term
        of
        the lease. The Partnership and the equity investment in which it has an
        investment in occasionally leases equipment with lease terms that qualify
        for
        direct finance lease classification, as required by Statement of Financial
        Accounting Standards No. 13, “Accounting for Leases”.
 
 Revenue
        Recognition
 
 Revenues
        are earned by placing all equipment owned by the Partnership on fixed rate
        leases.
  -26-
  **PLM
        EQUIPMENT GROWTH FUND V**
 **(A
        Limited Partnership)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 2.  Basis
        of Presentation (continued)
 
 Depreciation
        and Amortization
 
 Depreciation
        of equipment held for operating leases is computed on the double-declining
        balance method, taking a full month's depreciation in the month of acquisition,
        based upon estimated useful lives of 12 years for transportation equipment
        and 7
        years for non-transportation equipment. The depreciation method changes to
        straight-line when annual depreciation expense using the straight-line method
        exceeds that calculated by the double-declining balance method. Acquisition
        fees
        paid to the General Partner (see Notes 3 and 4 to the financial statements)
        and
        certain other acquisition costs have been capitalized as part of the cost
        of the
        equipment. Major expenditures that are expected to extend the useful lives
        or
        reduce future operating expenses of equipment are capitalized and amortized
        over
        the estimated remaining life of the equipment. Lease negotiation fees are
        included in other assets and are amortized over the initial equipment lease
        term.
 
 Debt
        placement fees were included in other assets and were amortized over the
        term of
        the loan using either the effective interest or the straight-line method
        if that
        method approximates the effective interest method and are included in interest
        expense in the accompanying statements of income.
 
 Equipment
 
 Equipment
        held for operating leases is recorded at cost and depreciated over its useful
        life.
 
 The
        Partnership evaluates long-lived assets for impairment whenever events or
        circumstances indicate that the carrying values of such assets may not be
        recoverable such as when cash-flows decrease, there are unexpected maintenance
        issues or when economic conditions in which the equipment operate deteriorates.
        Losses for impairment are recognized when the undiscounted cash flows estimated
        to be realized from a long-lived asset are determined to be less than the
        carrying value of the asset and the carrying amount of long-lived assets
        exceeds
        their fair values. The determination of fair value for a given investment
        requires several considerations, including but not limited to, income expected
        to be earned from the asset, estimated sales proceeds, and holding costs
        excluding interest.
 
 The
        estimate of the fair value for the Partnership’s owned equipment and equipment
        owned by entities in which the Partnership has an equity interest is based
        on
        the opinion of the Partnership’s equipment managers using data, reasoning and
        analysis of prevailing market conditions of similar equipment, data from
        recent
        purchases, independent third party valuations and discounted cash flows.
 
 Equity
        Investments in Affiliated Entities
 
 The
        Partnership has equity interests in entities that own transportation equipment
        and other types of equipment. All major business decisions for these entities
        must be decided by a unanimous vote of the owners. Accordingly, the Partnership
        does not control these entities and these entities are accounted for using
        the
        equity method.
 
 The
        Partnership’s interests in equity investments are managed by PLM Investment
        Management, Inc. (IMI), a wholly owned subsidiary of FSI or affiliates. The
        Partnership’s equity interest in the net income (loss) of equity investments is
        reflected net of management fees paid or payable to IMI or
        affiliates.
 
 Discontinued
        Operations
 
 In
        the
        second quarter of 2005, the Partnership sold its remaining marine container
        portfolio. During the third quarter of 2005, the Partnership and an investment
        entity in which the Partnership has an interest, sold all of their remaining
        railcars. Consequently, the results from these operations have been classified
        as discontinued operations for all periods presented. Assets and liabilities
        from discontinued operations have been classified as assets and liabilities
        held
        for sale for all periods presented. (see Note 3 to the financial
        statements)
 
  -27-
  **PLM
        EQUIPMENT GROWTH FUND V**
 **(A
        Limited Partnership)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 2.  Basis
        of Presentation (continued)
 
 Repairs
        and Maintenance
  Repairs
        and maintenance costs related to a partially owned marine vessel is usually
        the
        obligation of the entity in which the Partnership has an investment in and
        are
        charged against operations as incurred. Costs associated with marine vessel
        dry-docking are estimated and accrued ratably over the period prior to such
        dry-docking. If a marine vessel is sold and there is a balance in the
        dry-docking reserve account for that marine vessel, the balance in the reserve
        account is included as additional gain on disposition. Marine vessel dry-docking
        reserve accounts are included in equity investments in affiliated entities.
        Maintenance costs of aircraft and machinery and other equipment are the
        obligation of the lessee. To meet the maintenance requirements of aircraft
        airframes and engines, reserve accounts are prefunded by certain lessees
        over
        the period of the lease based on the number of hours this equipment is used
        times the estimated rate to repair this equipment. If repairs exceed the
        amount
        prefunded by the lessee or the lessee defaults on the lease, the Partnership
        may
        have the obligation to fund and accrue the difference. If the aircraft is
        sold
        and there is a balance in the reserve account for repairs to that aircraft,
        the
        balance in the reserve account is included as additional gain on disposition.
        The aircraft reserve accounts are included in the accompanying balance sheets
        as
        reserve for repairs.
 
 Net
        Income and Distributions
 
 Special
        allocations of income are made to the General Partner to the extent necessary
        to
        cause the capital account balance of the General Partner to be zero as of
        the
        close of such year in accordance with the Limited Partnership Agreement.
        The
        limited partners' net income is allocated among the limited partners based
        on
        the number of limited partnership units owned by each limited partner. (see
        Note
        10 to the financial statements)
 
 Cash
        distributions of the Partnership are allocated 95% to the limited partners
        and
        5% to the General Partner and may include amounts in excess of net income.
 
 Cash
        distributions are recorded when declared.
 
 For
        the
        year ended December 31, 2005, cash distributions declared and paid totaled
        $21.5
        million ($2.54 per limited partnership unit) to the limited partners and
        $1.1
        million to the General Partner. No cash distributions were declared or paid
        to
        the limited partners or General Partner during the year ended December 31,
        2004.
 
 Basic
        Earnings (Loss) Per Weighted-Average Limited Partnership Unit
 
 Basic
        earnings (loss) per weighted-average limited partnership unit was computed
        by
        dividing income (loss) from continuing operations, loss from operation of
        discontinued operations and the gain on disposition of discontinued operations
        attributable to limited partners by the weighted-average number of limited
        partnership units deemed outstanding during the year. The weighted-average
        number of limited partnership units deemed outstanding during the years ended
        December 31, 2005 and 2004 was 8,478,448. (see Note 10 to the financial
        statements) All special allocations of income to the General Partner are
        included in basic (loss) earnings from continuing operations.
 
 Cash
        and Cash Equivalents
 
 The
        Partnership considers highly liquid investments that are readily convertible
        to
        known amounts of cash with original maturities of three months or less as
        cash
        equivalents. The carrying amount of cash equivalents approximates fair value
        due
        to the short-term nature of the investments.
 
  -28-
  **PLM
        EQUIPMENT GROWTH FUND V**
 **(A
        Limited Partnership)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 2.  Basis
        of Presentation (continued)
 
 Accounts
        Receivable
 
 The
        Partnership generally invoices its lessees monthly for the lease of its
        equipment. The Partnership reserves as bad debts any unpaid account receivable
        that is past due over 90 days. The Partnership will also reserve any unpaid
        receivable as a bad debt when circumstances indicate that it will not be
        paid,
        such as when the lessee goes into bankruptcy. Unpaid receivables are written-off
        only when all collection efforts have been exhausted.
 
 Fair
        Value of Financial Instruments
 
 The
        Partnership's financial instruments consist of cash and cash equivalents,
        accounts and other receivables, accounts payable and accrued expenses and
        due to
        affiliates. The fair value of these financial instruments approximate book
        value
        due to their short-term nature.
 
 New
        Accounting Standards
 
 In
        December 2004, Financial Accounting Standards Board issued Statement 153,
        "Exchanges of Non-monetary Assets" (Statement 153), an amendment of Accounting
        Principles Board Opinion No. 29. Statement 153 is effective for non-monetary
        asset exchanges occurring in fiscal periods beginning after June 15, 2005.
        Statement 153 eliminates the exception to fair value for exchanges of similar
        productive assets and replaces it with a general exception for exchange
        transactions that do not have commercial substance - that is, transactions
        that
        are not expected to result in significant changes in the cash flows of the
        reporting entity. The General Partner does not believe that adoption of
        Statement 153 will have a significant effect on the Partnership's financial
        statements.
 
 At
        the
        June 15 -16, 2005 Emerging Issues Task Force (EITF) meeting, the EITF reached
        a
        consensus on Issue No. 04-05 entitled "Determining Whether a General Partner,
        or
        the General Partners as a Group, Controls a Limited Partnership or Similar
        Entity When the Limited Partners Have Certain Rights" (Issue 04-05). The
        consensus provides a framework for addressing when a general partner, or
        general
        partners as a group, controls a limited partnership or similar entity.
        Additionally, on July 14, 2005, the Financial Accounting Standards Board
        issued
        a Staff Position FSP-78-1, “Interaction of AICPA Statement of Position 78-9 and
        EITF Issue No. 04-05” which amends the guidance in AICPA Statement of Position
        78-9, “Accounting for Investments in Real Estate Ventures”, to be consistent
        with EITF Issue No. 04-05. The effective dates of this issue and technical
        position depend on whether the partnership agreement is new or modified,
        and is
        therefore effective for the Partnership no later than the beginning of the
        first
        quarter of 2006. The General Partner is currently evaluating the effect that
        this Issue and Staff Position will have on the Partnership’s financial position
        and results of operations.
 
 Reclassifications
 
 Certain
        amounts previously reported have been reclassified to conform to the 2005
        presentation. These reclassifications did not have any effect on total assets,
        total liabilities and net income.
 
  -29-
  **PLM
        EQUIPMENT GROWTH FUND V**
 **(A
        Limited Partnership)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 3 .  Discontinued
        Operations
 
 During
        2005, the Partnership sold its remaining marine containers with a net book
        value
        of $-0- for proceeds of $0.3 million resulting in a gain of $0.3
        million.
 
 Additionally
        during 2005, the Partnership and several affiliated entities (collectively,
        the
        Sellers), including PLM Rail Partners (Rail Partners), an entity in which
        the
        Partnership had a 23% ownership interest, entered into an Asset Purchase
        Agreement to sell the railcar business of the Sellers, which included railcars
        owned and leased by the Sellers as well as management contracts pursuant
        to
        which the Sellers managed the railcars of third parties. The sale of the
        railcar
        business was completed on August 18, 2005.
 
 The
        Partnership received net proceeds of $14.4 million from the disposition of
        its
        railcar assets including its interest in Rail Partners resulting in a gain
        on
        disposition of discontinued operations of $4.4 million. The amount received
        by
        the Partnership and Rail Partners was based on the appraised value of the
        railcars sold by the Partnership and Rail Partners to the purchaser, as
        determined by an independent third party appraiser or, for railcars manufactured
        in 2005, the greater of the appraised value or the actual cost. The proceeds
        received from Rail Partners by the Partnership was net of Rail Partner's
        repayment of its debt. During the third quarter of 2005, some immaterial
        costs
        for bonuses that were paid are included in general and administrative
        expenses.
 
 Concurrent
        with the sale of the Partnership's railcar assets, the Partnership terminated
        its $15.0 million railcar loan facility and expensed the remaining unamortized
        portion of debt placement fees related to this facility of $0.1 million.
        There
        were no amounts due to the lender at the time of termination nor any penalties
        due associated with the termination.
 
 Accordingly,
        the Partnership's railcar leasing operations including its equity investment
        in
        Rail Partners and marine container leasing operations are accounted for as
        discontinued operations. Rail Partners was dissolved during the fourth quarter
        2005.
 
 Loss
        from
        operation of discontinued operations are as follows for the years ended December
        31 (in thousands of dollars):
 
 2005
              
              2004RevenuesLease
                  revenue
              
              $
              878
              
              $
              1,763Interest
                  and other income
              
              
              13
              
              
              28Gain
                  on disposition of equipment
              
              
              118
              
              
              448Total
                  revenues
              
              
              1,009
              
              
              2,239ExpensesDepreciation
                  and amortization
              
              
              918
              
              
              1,478Operations
                  support
              
              
              27
              
              
              288Management
                  fees to affiliate
              
              
              62
              
              
              115Interest
                  expense
              
              
              261
              
              
              202General
                  and administrative expensesto
                  affiliates
              
              
              89
              
              
              156General
                  and administrative expenses
              
              
              80
              
              
              136Impairment
                  loss on equipment
              
              
              --
              
              
              183Provision
                  for (recovery of) bad debts
              
              
              14
              
              
              (21
              )Total
                  expenses
              
              
              1,451
              
              
              2,537Equity
                  in net loss of equity investments
              
              
              (137
              )
              
              (117
              )Loss
                  from operation of discontinued operations
              
              $
              (579
              )
              $
              (415
              )Gain
                  on disposition of discontinued operation
              
              $
              4,678
              
              $
              --
 
  -30-
  **PLM
        EQUIPMENT GROWTH FUND V**
 **(A
        Limited Partnership)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 3.  Discontinued
        Operation (continued)
 
 Assets
        and liabilities held for sale are as follows as of December 31 (in thousands
        of
        dollars):
 
 **Assets**
              
              2005
              
              2004Equipment
                  held for operating leases, net
              
              $
              --
              
              $
              9,820Restricted
                  cash
              
              
              --
              
              
              1,998Accounts
                  receivable, net
              
              
              12
              
              
              330Other
                  assets, net
              
              
              --
              
              
              226Total
                  assets held for sale
              
              $
              12
              
              $
              12,374**Liabilities**Account
                  payable and other liabilities
              
              $
              57
              
              $
              230Non-recourse
                  debt
              
              
              --
              
              
              732Total
                  liabilities held for sale
              
              $
              57
              
              $
              962
 
 Transactions
        with General Partner and Affiliates - Discontinued Operations
 
 During
        2005 and 2004, the Partnership's discontinued operations incurred these types
        of
        costs to FSI or its affiliates; acquisition, lease negotiation, and management
        fees and data processing and administrative expenses. The components of these
        fees and expenses incurred to FSI or its affiliates were as follows (in
        thousands of dollars):
 
 Owned
                  Equipment
              
              Equity
                  InvestmentsFor
                  the years ended December 31,
              
              2005
              
              2004
              
              2005
              
              2004Acquisition
                  fees
              
              $
              31
              
              $
              554
              
              $
              --
              
              $
              --Lease
                  negotiation fees
              
              
              7
              
              
              123
              
              
              --
              
              
              --Management
                  fees
              
              
              62
              
              
              115
              
              
              54
              
              
              47Data
                  processing and administrativeexpenses
              
              
              89
              
              
              156
              
              
              102
              
              
              43
 
 During
        2004, the Partnership purchased $8.7 million in railcars from FSI or its
        affiliates. The Partnership's cost for the railcars purchased from FSI was
        the
        lower of FSI's or its affiliates cost or the fair market value at the time
        of
        purchase. In addition, the Partnership transferred 382 owned railcars with
        a net
        book value of $5.2 million into Rail Partners. Rail Partners was owned with
        two
        affiliated partnerships that also transferred owned railcars into this entity.
        Rail Partners was dissolved in the fourth quarter of 2005.
 
 4.  Transactions
        with General Partner and Affiliates
 
 The
        Partnership's owned equipment and interests in equity investments are managed
        by
        IMI, under a continuing management agreement. IMI receives a monthly management
        fee from the Partnership for managing the equipment.
 
 The
        equipment management agreement, subject to certain reductions, requires the
        payment of a monthly management fee attributable to either owned equipment
        or
        interests in equipment owned by the equity investments to be paid to IMI
        in an
        amount equal to the lesser of (i) the fees that would be charged by an
        independent third party for similar services for similar equipment or (ii)
        the
        sum of (a) 5%of the gross lease revenues attributable to equipment that is
        subject to operating leases, (b) 2% of the gross lease revenues, as defined
        in
        the agreement, that is subject to full payout net leases, and (c) 7% of the
        gross lease revenues attributable to equipment for which IMI provides both
        management and additional services relating to the continued and active
        operation of program equipment, such as on-going marketing and re-leasing
        of
        equipment, hiring or arranging for the hiring of crew or operating personnel
        for
        equipment, and similar services.
 
 As
        part
        of the settlement of litigation against the General Partner and its affiliates
        in a prior year, Partnership management fees were reduced 25% for the period
        January 1, 2002 through June 30, 2004.
  -31-
  **PLM
        EQUIPMENT GROWTH FUND V**
 **(A
        Limited Partnership)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 4.  Transactions
        with General Partner and Affiliates (continued)
 
 The
        General Partner is entitled to 5% of cash available for distribution.
 
 The
        General Partner can earn a subordinated incentive fees equal to 5% of net
        disposition proceeds (as defined in the partnership agreement), which are
        distributed by the Partnership after the limited partners have received a
        certain minimum rate of return. The General Partner does not anticipate that
        the
        conditions to earn this fee will be met.
 
 PLM
        Transportation Equipment Corp. (TEC), a subsidiary of the General Partner,
        will
        also be entitled to receive an equipment liquidation fee equal to the lesser
        of
        (i) 3% of the sales price of equipment sold on behalf of the Partnership
        or (ii)
        50% of the "Competitive Equipment Sale Commission," as defined in the agreement,
        if certain conditions are met. The General Partner does not anticipate that
        the
        conditions required to earn this fee will be met.
 
 The
        Partnership had equity investments in affiliated entities that own equipment
        and
        other assets during 2005 and 2004. (see Note 7 to the financial
        statements)
 
 During
        2004, the Partnership, two affiliated programs and a non-affiliated third
        party
        formed two investment entities which each purchased two commercial aircraft.
        The
        Partnership's net investment in these entities was $5.7 million. In addition,
        the Partnership, two affiliated programs and a non-affiliated third party
        also
        formed a tenancy-in-common which purchased certain machinery and other equipment
        used in hospitals. The Partnership's net investment in this entity was $3.8
        million. (see Note 7 to the financial statements)
 
 The
        balance due to affiliates as of December 31, 2005 and 2004 of $19,000 and
        $18,000, respectively, is due to FSI for management fees.
 
 During
        the years ended December 31, 2005 and 2004, the Partnership incurred
        acquisition, lease negotiation, debt placement, and management fees and the
        Partnership reimbursed FSI or its affiliates for data processing and
        administrative expenses. The components of these fees and expenses incurred
        to
        FSI or its affiliates were as follows (in thousands of dollars):
 
 Owned
                  Equipment
              
              Equity
                  InvestmentsFor
                  the year ended December 31,
              
              2005
              
              2004
              
              2005
              
              2004Acquisition
                  fees
              
              $
              --
              
              $
              --
              
              $
              --
              
              $
              1,243Lease
                  negotiation fees
              
              
              --
              
              
              --
              
              
              --
              
              
              276Debt
                  placement fee
              
              
              --
              
              
              --
              
              
              --
              
              
              212Management
                  fees
              
              
              37
              
              
              104
              
              
              315
              
              
              186Data
                  processing and administrativeexpenses
              
              
              56
              
              
              229
              
              
              53
              
              
              27
 
 5.  Marketable
        Securities (as
        restated)
 
 As
        of
        December 31, 2004, the Partnership held Canadian dollar marketable securities
        in
        a publicly traded Canadian company. During the year ended December 31, 2005,
        the
        Partnership received an additional distribution, as part of the same bankruptcy
        settlement, of Canadian dollar denominated marketable securities with a fair
        market value of $35,000 in the same publicly traded entity. As of December
        31,
        2005 and 2004, the Partnership did not sell nor purchase any securities.
        The
        change in the carrying value of marketable securities is due to changes in
        the
        market price of the securities and the receipt of additional securities.
 
  -32-
  **PLM
        EQUIPMENT GROWTH FUND V**
 **(A
        Limited Partnership)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 6.  Equipment
 
 The
        components of owned equipment were as follows as of December 31, (in thousands
        of dollars):
 
 2005
              
              2004Aircraft
              
              $
              19,393
              
              $
              24,937Less
                  accumulated depreciation
              
              
              (19,337
              )
              
              (24,869
              )Net
                  equipment
              
              $
              56
              
              $
              68
 
 Equipment
        held for operating leases is stated at cost less depreciation and any reductions
        to the carrying value.
 
 As
        of
        December 31, 2005, all owned equipment in the Partnership’s equipment portfolio
        was on lease except for one aircraft with a net book value of $-0-. The aircraft
        that is off-lease at December 31, 2005, is in the process of being sold for
        parts. As of December 31, 2004, all owned equipment in the Partnership’s
        equipment portfolio was on lease except for two aircraft with a net book
        value
        of $-0-.
 
 During
        2005, the Partnership disposed of a commercial aircraft and parts from a
        commercial aircraft with an aggregate net book value of $-0- for proceeds
        of
        $0.7 million and reversed $0.5 million of unused engine reserves related
        to the
        sold commercial aircraft which resulted in a gain on disposition of $1.2
        million.
 
 During
        2004, the Partnership disposed of two commercial aircraft and parts from
        a
        commercial aircraft with an aggregate net book value of $1.5 million for
        proceeds of $2.1 million, which resulted in a gain on disposition of $0.6
        million.
 
 Future
        minimum rentals under non-cancelable operating leases, as of December 31,
        2005,
        for owned equipment held for operating leases during each of the next five
        years
        and thereafter is approximately $1.0 million in 2006; $0.5 million in 2007
        and
        none thereafter.
 
 7.  Equity
        Investment in Affiliated Entities
 
 The
        Partnership owns assets jointly with affiliated programs and a non-affiliated
        third party. The accounting policies followed by the entities in which the
        Partnership has an equity investment are substantially the same as the
        Partnership's accounting policies.
 
 Ownership
        interest is based on the Partnership’s contribution towards the cost of the
        assets in the equity investments. The Partnership’s proportional share of equity
        and income (loss) in each entity is not necessarily the same as its ownership
        interest. The primary reason for this is that certain fees such as management
        fees, acquisition fees, and lease and re-lease negotiation fees vary among
        the
        owners of the equity investments. The Partnership’s investment in equity
        investments includes acquisition fees, lease negotiation fees, and debt
        placement fees paid by the Partnership to the General Partner or its affiliates.
        The Partnership’s equity interest in the net income (loss) of equity investments
        is reflected net of management fees paid or payable and the amortization
        of
        acquisition fees, lease negotiation fees, and debt placement
        fees.
  -33-
  **PLM
        EQUIPMENT GROWTH FUND V**
 **(A
        Limited Partnership)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 7.  Equity
        Investment in Affiliated Entities (continued)
 
 The
        tables below set forth 100% of the assets, liabilities, and equity of the
        entities in which the Partnership has an interest and the Partnership’s
        proportional share of equity in each entity (in thousands of
        dollars):
 
 Lion
              
              PLM
                  CAL I
              
              PLM
                  CAL IIAs
                  of December 31, 2005
              
              
              Partnership1
              
              
              LLC2
              
              
              LLC3
              
              
              CFHS4
              
              
              Total
 
 AssetsEquipment
                  less accumulated depreciation
              
              $
              3,901
              
              $
              24,568
              
              $
              24,535
              
              $
              13,446Cash
                  and cash equivalents
              
              
              --
              
              
              1,877
              
              
              1,878
              
              
              112Accounts
                  receivable
              
              
              2,739
              
              
              47
              
              
              16
              
              
              2,540
              7Other
                  assets
              
              
              491
              
              
              477
              
              
              477
              
              
              79Total
                  assets
              
              $
              7,131
              
              $
              26,969
              
              $
              26,906
              
              $
              16,177LiabilitiesAccounts
                  payable
              
              $
              123
              
              $
              447
              
              $
              446
              
              $
              --Due
                  to affiliates
              
              
              166
              
              
              6
              
              
              6
              
              
              98Reserve
                  for repairs
              
              
              628
              
              
              --
              
              
              --
              
              
              --Notes
                  payable
              
              
              --
              
              
              23,937
              
              
              23,919
              
              
              --Total
                  liabilities
              
              
              917
              
              
              24,390
              
              
              24,371
              
              
              98Equity
              
              
              6,214
              
              
              2,579
              
              
              2,535
              
              
              16,079Total
                  liabilities and equity
              
              $
              7,131
              
              $
              26,969
              
              $
              26,906
              
              $
              16,177Partnership’s
                  share of equity
              
              $
              2,952
              
              $
              1,049
              
              $
              1,030
              
              $
              3,012
              
              $
              8,043
 
 Aero
              
              PLMLion
              
              California
              
              WorldwideAs
                  of December 31, 2004
              
              
              Partnership1
              
              
              Trust5
              
              
              Leasing
                  Corp.6
 
 AssetsEquipment
                  less accumulated depreciation
              
              $
              5,015
              
              $
              --
              
              $
              --Cash
                  and cash equivalents
              
              
              --
              
              
              34
              
              
              140Accounts
                  and note receivables
              
              
              1,318
              
              
              --
              
              
              2,228Due
                  from affiliate
              
              
              --
              
              
              --
              
              
              4Finance
                  lease receivable
              
              
              --
              
              
              191
              
              
              --Other
                  assets
              
              
              544
              
              
              2
              
              
              --Total
                  assets
              
              $
              6,877
              
              $
              227
              
              $
              2,372LiabilitiesAccounts
                  payable
              
              $
              133
              
              $
              34
              
              $
              2,205Due
                  to affiliates
              
              
              111
              
              
              2
              
              
              --Reserve
                  for repairs
              
              
              260
              
              
              --
              
              
              --Total
                  liabilities
              
              
              504
              
              
              36
              
              
              2,205Equity
              
              
              6,373
              
              
              191
              
              
              167Total
                  liabilities and equity
              
              $
              6,877
              
              $
              227
              
              $
              2,372Partnership’s
                  share of equity
              
              $
              3,035
              
              $
              48
              
              $
              42
 
  1
              The
                  Partnership owns a 48% interest in the Lion Partnership that was
                  formed in
                  1997 that owns a product tanker.
 2
              The
                  Partnership owns a 40% interest in the PLM CAL I LLC that was formed
                  in
                  the third quarter of 2004 that owns two Boeing 737-500 stage III
                  commercial aircraft.
 3
              The
                  Partnership owns a 40% interest in the PLM CAL II LLC that was
                  formed in
                  the fourth quarter of 2004 that owns two Boeing 737-500 stage III
                  commercial aircraft.
 4
              The
                  Partnership owns a 19% interest in CFHS that was formed in the
                  third
                  quarter of 2004 that owns various types of machinery and other
                  equipment.
 5   The
        Partnership owned a 25% interest in the Aero California Trust that was formed
        in
        1996 and dissolved in 2005 that owned two stage III commercial aircraft that
        were on a direct finance lease.
 6
              The
                  Partnership owned a 25% interest in PLM Worldwide Leasing Corp.
                  that was
                  formed in 1995 and dissolved in 2005 that owned aircraft related
                  assets.
 7.
              CFHS
                  accounts receivable represents unpaid lease payments since inception.
                  The
                  accounts receivable is not due until the end of the existing lease
                  in
                  November 2006 unless the lessee extends the lease in accordance
                  with the
                  lease agreement, in which case, the lessee can remain up to two
                  years in
                  arrears of its lease payments.
  -34-
  **PLM
        EQUIPMENT GROWTH FUND V**
 **(A
        Limited Partnership)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 7.  Equity
        Investment in Affiliated Entities (continued)
 
  PLM
                  CAL I
              
              PLM
                  CAL IIAs
                of December 31, 2004 (continued)
              
              LLC2
              
              LLC
3
              
              CFHS4AssetsEquipment
                  less accumulated depreciation
              
              $
              29,482
              
              $
              29,442
              
              $
              18,900Cash
                  and cash equivalents
              
              
              1,897
              
              
              1,897
              
              
              125Accounts
                  receivable
              
              
              --
              
              
              --
              
              
              260Other
                  assets
              
              
              543
              
              
              542
              
              
              167Total
                  assets
              
              $
              31,922
              
              $
              31,881
              
              $
              19,452LiabilitiesAccounts
                  payable
              
              
              480
              
              
              480
              
              
              2Due
                  to affiliates
              
              
              6
              
              
              6
              
              
              9Notes
                  payable
              
              
              25,744
              
              
              25,716
              
              
              --Lessee
                  deposits and reserve for repairs
              
              
              199
              
              
              203
              
              
              --Total
                  liabilities
              
              
              26,429
              
              
              26,405
              
              
              11Equity
              
              
              5,493
              
              
              5,476
              
              
              19,441Total
                  liabilities and equity
              
              $
              31,922
              
              $
              31,881
              
              $
              19,452Partnership’s
                  share of equity
              
              $
              2,225
              
              $
              2,219
              
              $
              3,645
              
              $
              11,214
 
 The
        tables below set forth 100% of the lease revenues and interest and other
        income,
        depreciation and amortization expense, interest expense, operations support
        and
        administrative expenses, and net income (loss) of the entities in which the
        Partnership has an interest, and the Partnership‘s proportional share of income
        (loss) in each entity for the year ended December 31, 2005 and 2004 (in
        thousands of dollars):
 
 For
                  the year ended
              
              Lion
              
              PLM
                  CAL IDecember
                  31, 2005
              
              
              Partnership1
              
              
              LLC2
 
 Lease
                  revenues and interest and other income
              
              $
              9,712
              
              $
              3,949Less:
                  Depreciation and amortization expense
              
              
              1,115
              
              
              4,941Interest
                  expense
              
              
              --
              
              
              1,858Operations
                  support
              
              
              5,242
              
              
              --General
                  and administrative expenses
              
              
              826
              
              
              105Net
                  income (loss)
              
              $
              2,529
              
              $
              (2,955
              )Partnership’s
                  share of net income (loss)
              
              $
              1,184
              
              $
              (1,196
              )
 
 PLMFor
                  the year ended
              
              PLM
                  CAL II
              
              
              
              WorldwideDecember
                  31, 2005 (continued)
              
              
              LLC3
              
              
              CFHS4
              
              
              Leasing
                  Corp5
              
              
              Total
 
 Lease
                  revenues and interest and other income
              
              $
              3,911
              
              $
              2,283
              
              $
              601Less:
                  Depreciation and amortization expense
              
              
              4,934
              
              
              5,541
              
              
              --Interest
                  expense
              
              
              1,856
              
              
              --
              
              
              --General
                  and administrative expenses
              
              
              104
              
              
              120
              
              
              590Net
                  (loss) income
              
              $
              (2,983
              )
              $
              (3,378
              )
              $
              11Partnership’s
                  share of net (loss) income
              
              $
              (1,207
              )
              $
              (637
              )
              $
              2
              
              $
              (1,854
              )
 
 
  1
              The
                  Partnership owns a 48% interest in the Lion Partnership that was
                  formed in
                  1997 that owns a product tanker.
 2
              The
                  Partnership owns a 40% interest in the PLM CAL I LLC that was formed
                  in
                  the third quarter of 2004 that owns two Boeing 737-500 stage III
                  commercial aircraft.
 3
              The
                  Partnership owns a 40% interest in the PLM CAL II LLC that was
                  formed in
                  the fourth quarter of 2004 that owns two Boeing 737-500 stage III
                  commercial aircraft.
 4
              The
                  Partnership owns a 19% interest in CFHS that was formed in the
                  third
                  quarter of 2004 that owns various types of machinery and other
                  equipment.
 5
              The
                  Partnership owned a 25% interest in PLM Worldwide Leasing Corp.
                  that was
                  formed in 1995 and dissolved in 2005 that owned aircraft related
                  assets.
  -35-
  **PLM
        EQUIPMENT GROWTH FUND V**
 **(A
        Limited Partnership)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 7.  Equity
        Investment in Affiliated Entities (continued)
 
 For
                  the year ended
              
              Lion
              
              PLM
                    CAL I
              
              PLM
                  CAL IIDecember
                31, 2004
              
              Partnership1
              
              LLC2
              
              LLC3
              
              CFHS4Lease
                  revenues and interest and other income
              
              $
              7,218
              
              $
              1,372
              
              $
              1,354
              
              $
              260Less:
                  Depreciation and amortization expense
              
              
              1,115
              
              
              2,210
              
              
              2,206
              
              
              979Interest
                  expense
              
              
              --
              
              
              683
              
              
              682
              
              
              --Operations
                  support
              
              
              4,434
              
              
              --
              
              
              --
              
              
              --General
                  and administrative expenses
              
              
              415
              
              
              65
              
              
              65
              
              
              21Net
                  income (loss)
              
              $
              1,254
              
              $
              (1,586
              )
              $
              (1,599
              )
              $
              (740
              )Partnership’s
                  share of net Income (loss)
              
              $
              582
              
              $
              (631
              )
              $
              (636
              )
              $
              (139
              )
 
 Aero
              
              
              
              PLMFor
                  the year ended
              
              California
              
              Clement
              
              WorldwideDecember
                  31, 2004 (continued)
              
              Trust5
              
              Partnership6
              
              Leasing
                  Corp.7
              
              TotalLease
                  revenues and interest and other income
              
              $
              495
              
              $
              --Less:
                  Depreciation and amortization expense
              
              
              49
              
              
              --Operations
                  support
              
              
              26
              
              
              25General
                  and administrative expenses
              
              
              25
              
              
              29Net
                  income
              
              $
              395
              
              $
              54Partnership’s
                  share of net income (loss)
              
              $
              99
              
              $
              26
              
              $
              42
              
              $
              (657
              )
 
 As
        of
        December 31, 2005 and 2004, all equipment owned by the Partnership’s equity
        investments were on lease.
 
 In
        the
        first quarter of 2005, the lessee of the two stage III commercial aircraft
        on a
        direct finance lease in which the Partnership had an interest, exercised
        its
        purchase option for these aircraft in accordance with the lease agreement.
        The
        aircraft were sold for their net book value and the trust that had owned
        these
        aircraft was dissolved.
 
 During
        2004, the Partnership, with two affiliated entities and a non-affiliated
        third
        party, formed two new entities, PLM CAL I LLC (CAL I) and PLM CAL II LLC
        (CAL
        II). The Partnership contributed a total of $22.8 million to these entities
        and
        owns a 40.4% interest in CAL I and CAL II. CAL I and CAL II each own two
        Boeing
        737-500 stage III commercial aircraft. CAL I and CAL II each assumed two
        loans
        totaling $25.7 million that bear an interest rate of 7.46% and 7.42%. The
        loans
        are non-recourse to the Partnership and are collateralized by the aircraft
        and
        future lease payments. CAL I and CAL II distributed a total of $17.2 million
        as
        a non-operating cash distribution to the Partnership during 2004. No similar
        distributions were paid during 2005.
 
 The
        Partnership's proportional share of acquisition, lease negotiation and debt
        placement fees paid by CAL I and CAL II to an affiliate of the General Partner
        totaled $1.5 million.
  1
              The
                  Partnership owns a 48% interest in the Lion Partnership that was
                  formed in
                  1997 that owns a product tanker.
 2
              The
                  Partnership owns a 40% interest in the PLM CAL I LLC that was formed
                  in
                  the third quarter of 2004 that owns two Boeing 737-500 stage III
                  commercial aircraft.
 3
              The
                  Partnership owns a 40% interest in the PLM CAL II LLC that was
                  formed in
                  the fourth quarter of 2004 that owns two Boeing 737-500 stage III
                  commercial aircraft.
 4
              The
                  Partnership owns a 19% interest in CFHS that was formed in the
                  third
                  quarter of 2004 that owns various types of machinery and other
                  equipment.
 5  The
        Partnership owned a 25% interest in the Aero California Trust that was formed
        in
        1996 and dissolved in 2005 that owned two stage III commercial aircraft that
        were on a direct finance lease.
 6
              The
                  Partnership owned a 50% interest in the Clement Partnership that
                  was
                  formed in 1991 and dissolved in 2004 that owned a product tanker
                  which was
                  sold during 2003.
 7
              The
                  Partnership owned a 25% interest in PLM Worldwide Leasing Corp.
                  that was
                  formed in 1995 and dissolved in 2005 that owned aircraft related
                  assets.
  -36-
  **PLM
        EQUIPMENT GROWTH FUND V**
 **(A
        Limited Partnership)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 7.  Equity
        Investment in Affiliated Entities (continued)
 
 Additionally
        during 2004, the Partnership, two affiliated programs and a non-affiliated
        third
        party formed a tenancy-in-common (CFHS) that purchased and subsequently leased
        machinery and other equipment used in three hospitals. The Partnership
        contributed $3.8 million to this entity and owns a 19% interest in this entity.
 
 The
        Partnership's proportional share of acquisition and lease negotiation fees
        paid
        by CFHS to an affiliate of the General Partner totaled $0.2 million.
 
 The
        Partnership did not make any equity investments in 2005.
 
 All
        leased equipment owned by entities in which the Partnership has an equity
        interest is accounted for as operating leases, except for the two jointly
        owned
        commercial aircraft on a direct finance lease that were sold in 2005. The
        Partnership’s proportionate share of future minimum rentals under non-cancelable
        leases as of December 31, 2005, for jointly owned equipment during each of
        the
        next five years are $2.7 million in 2006, $2.5 million in 2007, $2.6 million
        in
        2008, $3.3 million in 2009, $3.7 million in 2010, and $24.4 million thereafter.
        The Partnership’s proportionate share of per diem and short-term rentals
        consisting of utilization rate lease payments included in jointly owned lease
        revenues amounted to $4.6 million in 2005 and $3.4 million in 2004.
 
 PLM
        Worldwide Leasing Corp. was dissolved during the fourth quarter of 2005.
 
 8.
              Operating
                  Segments(as restated)
 
 The
        Partnership operates or operated in four operating segments: aircraft leasing,
        marine vessel leasing, trailer leasing and machinery and other equipment
        leasing. Each equipment leasing segment engages in short-term to mid-term
        operating leases to a variety of customers.
 
 The
        General Partner evaluates the performance of each segment based on profit
        or
        loss from operations before allocation of interest expense, general and
        administrative expenses, and certain other expenses. The segments are managed
        separately due to different business strategies for each operation. The
        accounting policies of the Partnership’s operating segments are the same as
        described in Note 1, Basis of Presentation. There were no intersegment revenues
        for the years ended December 31, 2005 and 2004.
 
  -37-
  **PLM
        EQUIPMENT GROWTH FUND V**
 **(A
        Limited Partnership)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 8.
              Operating
                  Segments(as restated) (continued)
 
 The
        following tables present a summary of the operating segments (in thousands
        of
        dollars):
 
 Marine
              
              
              
              
              
              MachineryFor
                  the year ended
              
              Vessel
              
              Aircraft
              
              Trailer
              
              And
                  OtherDecember
                  31, 2005
              
              Leasing
              
              Leasing
              
              Leasing
              
              Equipment
              
              Other1
              
              TotalRevenuesLease
                  revenue
              
              $
              18
              
              $
              957
              
              $
              --
              
              $
              --
              
              $
              --
              
              $
              975Interest
                  and other income
              
              
              --
              
              
              101
              
              
              8
              
              
              --
              
              
              306
              
              
              415Gain
                  on disposition of equipment
              
              
              --
              
              
              1,197
              
              
              --
              
              
              --
              
              
              --
              
              
              1,197Total
                  revenues
              
              
              18
              
              
              2,255
              
              
              8
              
              
              --
              
              
              306
              
              
              2,587ExpensesDepreciation
                  and amortization
              
              
              --
              
              
              15
              
              
              --
              
              
              --
              
              
              --
              
              
              15Operations
                  support
              
              
              --
              
              
              10
              
              
              --
              
              
              --
              
              
              --
              
              
              10Management
                  fees to affiliate
              
              
              1
              
              
              27
              
              
              9
              
              
              --
              
              
              --
              
              
              37General
                  and administrative expenses
              
              
              --
              
              
              53
              
              
              --
              
              
              --
              
              
              597
              
              
              650Total
                  expenses
              
              
              1
              
              
              105
              
              
              9
              
              
              --
              
              
              597
              
              
              712Equity
                  in net income (loss) of equityinvestments
              
              
              1,185
              
              
              (2,402
              )
              
              --
              
              
              (637
              )
              
              --
              
              
              (1,854
              )Income
                  (loss) from continuing operations
              
              $
              1,202
              
              $
              (252
              )
              $
              (1
              )
              $
              (637
              )
              $
              (291
              )
              $
              21Total
                  assets as of December 31, 2005
              
              $
              2,952
              
              $
              3,104
              
              $
              --
              
              $
              3,012
              
              $
              2,097
              
              $
              11,165
 
 
 Marine
              
              
              
              
              
              MachineryFor
                  the year ended
              
              Vessel
              
              Aircraft
              
              Trailer
              
              And
                  OtherDecember
                  31, 2004
              
              Leasing
              
              Leasing
              
              Leasing
              
              Equipment
              
              Other1
              
              TotalRevenuesLease
                  revenue
              
              $
              --
              
              $
              1,053
              
              $
              26
              
              $
              --
              
              $
              --
              
              $
              1,079Interest
                  and other income
              
              
              --
              
              
              1,360
              
              
              17
              
              
              --
              
              
              111
              
              
              1,488Gain
                  on disposition of equipment
              
              
              --
              
              
              649
              
              
              --
              
              
              --
              
              
              --
              
              
              649Total
                  revenues
              
              
              --
              
              
              3,062
              
              
              43
              
              
              --
              
              
              111
              
              
              3,216ExpensesDepreciation
                  and amortization
              
              
              --
              
              
              551
              
              
              --
              
              
              --
              
              
              4
              
              
              555Operations
                  support
              
              
              --
              
              
              102
              
              
              11
              
              
              --
              
              
              --
              
              
              113Management
                  fees to affiliate
              
              
              --
              
              
              88
              
              
              16
              
              
              --
              
              
              --
              
              
              104General
                  and administrative expenses
              
              
              3
              
              
              684
              
              
              13
              
              
              --
              
              
              895
              
              
              1,595Recovery
                  of bad debts
              
              
              --
              
              
              (1,296
              )
              
              --
              
              
              --
              
              
              --
              
              
              (1,296
              )Total
                  expenses
              
              
              3
              
              
              129
              
              
              40
              
              
              --
              
              
              899
              
              
              1,071Equity
                  in net income (loss) of equityinvestments
              
              
              608
              
              
              (1,126
              )
              
              --
              
              
              (139
              )
              
              --
              
              
              (657
              )Income
                  (loss) from continuing operations
              
              $
              605
              
              $
              1,807
              
              $
              3
              
              $
              (139
              )
              $
              (788
              )
              $
              1,488Investments
                  in equity investments
              
              $
              --
              
              $
              22,878
              
              $
              --
              
              $
              3,783
              
              $
              --
              
              $
              26,661Total
                  assets as of December 31, 2004
              
              $
              3,035
              
              $
              6,211
              
              $
              184
              
              $
              3,645
              
              $
              18,162
              
              $
              31,237
 
 
 
 
 
 
 
 
 
  1
              Includes
                  certain assets not identifiable to a specific segment such as cash
                  and
                  certain other assets and assets held for sale. Also includes certain
                  interest income and costs not identifiable to a particular segment,
                  such
                  as certain amortization and general and administrative
                  expenses.
  -38-
  
 **PLM
        EQUIPMENT GROWTH FUND V**
 **(A
        Limited Partnership)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 9.
              Geographic
                  Information(as restated)
 
 The
        Partnership owns equipment that is leased and operated internationally. All
        of
        the Partnership's leasing transactions are denominated in United States dollars.
        Gains or losses resulting from foreign currency transactions are included
        in the
        results of operations and are not material.
 
 The
        Partnership leases or leased its aircraft, trailers and machinery and other
        equipment to lessees domiciled in four geographic regions: United States,
        Canada, South America, and Central America. The marine vessel is leased to
        multiple lessees in different regions that move the equipment on a regular
        basis
        to locations throughout the world.
 
 The
        table
        below sets forth operating lease revenues by geographic region for the
        Partnership's owned equipment grouped by domicile of the lessee for the years
        ended December 31 (in thousands of dollars):
 
 Owned
                  EquipmentRegion
              
              2005
              
              2004United
                  States
              
              $
              --
              
              $
              27Canada
              
              
              357
              
              
              363South
                  America
              
              
              --
              
              
              89Central
                  America
              
              
              600
              
              
              600Rest
                  of the world
              
              
              18
              
              
              --Lease
                  revenues
              
              $
              975
              
              $
              1,079
 
 The
        following table sets forth net income (loss) information from continuing
        operation by region for the owned equipment and equity investments in affiliated
        entities for the years ended December 31 (in thousands of dollars):
 
 Owned
                  Equipment
              
              Equity
                  InvestmentsRegion
              
              2005
              
              2004
              
              2005
              
              2004United
                  States
              
              $
              189
              
              $
              275
              
              $
              (3,038
              )
              $
              (1,364
              )Canada
              
              
              421
              
              
              429
              
              
              --
              
              
              --South
                  America
              
              
              979
              
              
              2,113
              
              
              --
              
              
              --Central
                  America
              
              
              559
              
              
              119
              
              
              --
              
              
              99Rest
                  of the world
              
              
              18
              
              
              (3
              )
              
              1,184
              
              
              608Regional
                  income (loss)
              
              
              2,166
              
              
              2,933
              
              
              (1,854
              )
              
              (657
              )Administrative
                  and other
              
              
              (291
              )
              
              (788
              )
              
              --
              
              
              --Income
                  (loss) from continuing operations
              
              $
              1,875
              
              $
              2,145
              
              $
              (1,854
              )
              $
              (657
              )
 
 The
        net
        book value of owned equipment under operating lease and equity investments
        in
        affiliated entities as of December 31 are as follows (in thousands of
        dollars):
 
 Owned
                  Equipment
              
              Equity
                  InvestmentsRegion
              
              2005
              
              2004
              
              2005
              
              2004United
                  States
              
              $
              --
              
              $
              --
              
              $
              5,091
              
              $
              8,131Canada
              
              
              --
              
              
              --
              
              
              --
              
              
              --Central
                  America
              
              
              56
              
              
              68
              
              
              --
              
              
              48Rest
                  of the world
              
              
              --
              
              
              --
              
              
              2,952
              
              
              3,035Net
                  book value
              
              $
              56
              
              $
              68
              
              $
              8,043
              
              $
              11,214
 
  -39-
  **PLM
        EQUIPMENT GROWTH FUND V**
 **(A
        Limited Partnership)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 10.  Basic
        Earnings (Loss) Per Weighted-Average Limited Partnership Unit (as
        restated)
 
 Basic
        earnings or loss per weighted-average limited partnership unit was computed
        by
        dividing income (loss) from continuing operations, loss from operation of
        discontinued operations and the gain on disposition of discontinued operations
        attributable to limited partners by the weighted-average number of limited
        partnership units deemed outstanding during the year. The weighted-average
        number of limited partnership units deemed outstanding during the year ended
        December 31, 2005 and 2004 was 8,478,448.
 
 All
        special allocations of income to the General Partner are included in the
        calculation of basic earnings (loss) from continuing operations.
 
 Basic
        earning or loss per weighted average limited partnership unit from continuing
        operations, operation of discontinued operations, gain on disposition of
        discontinued operations and any special allocations to the limited partners
        are
        based on the following for the years ended December 31 (in thousands of dollars,
        except weighted-average limited partnership unit amounts):
 
 2005
              
              2004Attributable
                  to limited partners:Basic
                  income from continuing operations
              
              $
              21
              
              $
              1,488Special
                  allocation of loss
              
              
              (1,134
              )
              
              --(Loss)
                  income from continuing operationsattributable
                  to limited partners
              
              
              (1,113
              )
              
              1,488Loss
                  from operation of discontinued operations
              
              
              (579
              )
              
              (415
              )Gain
                  on disposition of discontinued operations
              
              
              4,678
              
              
              --Net
                  income
              
              $
              2,986
              
              $
              1,073Weighted
                  average limited partnership units outstanding
              
              
              8,478,448
              
              
              8,478,448Basic
                  earnings per weighted average limited
                partnership
                  unit:(Loss)
                  income from continuing operations
              
              $
              (0.13
              )
              $
              0.18Loss
                  from operation of discontinued operations
              
              
              (0.07
              )
              
              (0.05
              )Gain
                  on disposition of discontinued operations
              
              
              0.55
              
              
              --Net
                  income per weighted average limitedpartnership
                  unit
              
              $
              0.35
              
              $
              0.13
 
 11.  Accounts
        and Other Receivable
 
 Accounts
        and other receivable represent balances due from current or former lessees
        for
        unpaid balances incurred from leasing Partnership owned equipment. The
        components of accounts and notes receivable as of December 31 were as follows
        (in thousands of dollars):
 
 2005
              
              2004Trade
                  accounts receivables
              
              $
              214
              
              $
              22Other
                  receivables
              
              
              --
              
              
              937$
              214
              
              $
              959
 
 At
        December 31, 2004, the balance in other receivable was due from a former
        aircraft lessee for past due lease payments and in settlement for returning
        aircraft in a condition not in accordance with the lease agreement. During
        2005,
        $0.7 million of the other receivable was paid with the remaining balance
        of $0.2
        million being offset against a security deposit from the
        lessee.
  -40-
  **PLM
        EQUIPMENT GROWTH FUND V**
 **(A
        Limited Partnership)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 12.  Other
        Assets
 
 The
        components of the other assets as of December 31 are as follows (in thousands
        of
        dollars):
 
 2005
              
              2004Prepaid
                  expenses and deposits
              
              $
              137
              
              $
              52Finance
                  lease receivable
              
              
              --
              
              
              162$
              137
              
              $
              214
 
 In
        the
        fourth quarter of 2005, the lessee prepaid the outstanding balance on the
        finance lease receivable.
 
 13.  Concentrations
        of Credit Risk
 
 For
        the
        years ended December 31, 2005 and 2004, the Partnership’s customers that
        accounted for 10% or more of the total revenues for the owned equipment and
        jointly owned equipment were Continental Airlines, Inc. (29% in 2005 and
        15% in
        2004) and Varig South America (13% in 2004), both of which are in the aircraft
        leasing segment.
 
 As
        of
        December 31, 2005 and 2004, the Partnership’s customers that accounted for 10%
        or more of the total accounts and other receivables for the owned equipment
        and
        jointly owned equipment were Varig South America (56% in 2004) which was
        in the
        aircraft leasing segment, Stena Bulk LLC (65% in 2005 and 37% in 2004) which
        is
        in the marine vessel leasing segment and CHFS Leasing (24% in 2005) which
        is in
        the machinery and other equipment leasing segment. CFHS trade accounts
        receivable is fully payable at the end of the existing lease which is scheduled
        to expire in November 2006 unless the existing lessee extends the lease in
        accordance with the lease agreement, in which case, the lessee can remain
        up to
        two years in arrears of its lease payments.
 
 As
        of
        December 31, 2005 and 2004, the General Partner believes the Partnership
        had no
        other significant concentrations of credit risk that could have a material
        adverse effect on the Partnership.
 
 14.  Income
        Taxes (as
        restated)
 
 The
        Partnership is not subject to income taxes, as any income or loss is included
        in
        the tax returns of the individual partners. Accordingly, no provision for
        income
        taxes has been made in the financial statements of the Partnership.
 
 As
        of
        December 31, 2005 and 2004, the financial statement carrying amount of assets
        and liabilities was approximately $22.1 million and $23.2 million, respectively,
        lower than the federal income tax basis of such assets and liabilities and
        the
        Partnership's income was approximately $1.6 million and $6.0 million,
        respectively, higher than the federal income tax basis. These differences
        are
        primarily due to the tax treatment of depreciation, equipment reserves,
        provisions for bad debts, lessees’ prepaid deposits, and of underwriting
        commissions and syndication costs.
 
 To
        prevent the limited partnership units from being considered publicly traded
        and
        thereby to avoid taxation of the Partnership as an association treated as
        a
        corporation under the Internal Revenue Code, the limited partnership units
        will
        not be transferable without the consent of the General Partner, which may
        be
        withheld in its absolute discretion. The General Partner monitors transfers
        of
        limited partnership units in an effort to ensure that they do not exceed
        the
        percentage or number permitted by certain safe harbors promulgated by the
        Internal Revenue Service. Effective January 1, 2006, the percentage of
        Partnership units that may be traded in any calendar year has been reduced
        from
        five percent to two percent to comply with Internal Revenue Service regulations.
        A transfer may be prohibited if the intended transferee is not a United States
        citizen or if the transfer would cause any portion of the units of a “Qualified
        Plan” as defined by the Employee Retirement Income Security Act of 1974 and
        Individual Retirement Accounts to exceed the allowable limit.
  -41-
  **PLM
        EQUIPMENT GROWTH FUND V**
 **(A
        Limited Partnership)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 15.  Contingencies
 
 The
        Partnership is involved as plaintiff or defendant in various legal actions
        incidental to its business. The General Partner does not believe that any
        of
        these actions will be material to the financial condition or results of
        operations of the Partnership.
 
  -42-
  
 
 
 **PLM
        EQUIPMENT GROWTH FUND V**
 
 **INDEX
        OF EXHIBITS**
 
 
 Exhibit
              
              Page4.
              
              Amended
                  and Restated Limited Partnership Agreement of Partnership.
              *4.
              1
              First
                  Amendment to the Amended and Restated Limited Partnership
                  Agreement.
              *4.
              2
              Second
                  Amendment to the Amended and Restated Limited Partnership
                  Agreement.
              *10.
              1
              Management
                  Agreement between the Partnership and PLM InvestmentManagement,
                  Inc.
              *10.
              2
              Settlement
                  Agreement between PLM Worldwide Leasing Corp. and VarigS.A.
                  dated October 11, 2002.
              *10.
              3
              PLM
                  CAL I LLC operating agreement dated June 4, 2004.
              *10.
              4
              PLM
                  CAL II LLC operating agreement dated June 4, 2004.
              *10.
              5
              PLM
                  CAL I LLC equipment purchase agreement dated August 26,
                  2004.
              *10.
              6
              PLM
                  CAL II LLC equipment purchase agreement dated August 26,
                  2004.
              *10.
              7
              Trust
                  Indenture and Mortgage 645 between First Security Bank, National
                  Association and Wilmington Trust Company assumed by PLM CAL
                  I.
              *10.
              8
              Trust
                  Indenture and Mortgage 646 between First Security Bank, National
                  Association and Wilmington Trust Company assumed by PLM CAL
                  I.
              *10.
              9
              Trust
                  Indenture and Mortgage 647 between First Security Bank, National
                  Association and Wilmington Trust Company assumed by PLM CAL
                  II.
              *10.
              10
              Trust
                  Indenture and Mortgage 648 between First Security Bank, National
                  Association and Wilmington Trust Company assumed by PLM CAL
                  II.
              *10.
              11
              Trust
                  Indenture and Mortgage 645 Supplement between First Security Bank,
                  National Association and Wilmington Trust Company assumed by PLM
                  CAL
                  I.
              *10.
              12
              Trust
                  Indenture and Mortgage 646 Supplement between First Security Bank,
                  National Association and Wilmington Trust Company assumed by PLM
                  CAL
                  I.
              *10.
              13
              Trust
                  Indenture and Mortgage 647 Supplement between First Security Bank,
                  National Association and Wilmington Trust Company assumed by PLM
                  CAL
                  II.
              *10.
              14
              Trust
                  Indenture and Mortgage 648 Supplement between First Security Bank,
                  National Association and Wilmington Trust Company assumed by PLM
                  CAL
                  II.
              *10.
              15
              Modification
                  of Settlement Agreement between PLM Worldwide Leasing Corp. and
                  Varig S.A.
                  dated September 24, 2004.
              *10.
              16
              Amended
                  and Restated Loan and Security Agreement by and between MILPI Holdings
                  LLC
                  and LaSalle National Bank Association dated July 15, 2005.
              *10.
              17
              Asset
                  Purchase Agreement dated as of August 4, 2005.
              *
  -43-
  
 14.
              
              PLM
                  Financial Services Inc. Code of Ethics.
              *31.
              1
              Certificate
                  of President of the General Partner pursuant to Section 302 of
                  Sarbanes -
                  Oxley Act of 2002.
              4531.
              2
              Certificate
                  of Chief Financial Officer of the General Partner pursuant to Section
                  302
                  of Sarbanes - Oxley Act of 2002.
              4632.
              1
              Certificate
                  of President of the General Partner pursuant to Section 906 of
                  Sarbanes -
                  Oxley Act of 2002.
              4732.
              2
              Certificate
                  of Chief Financial Officer of the General Partner pursuant to Section
                  906
                  of Sarbanes - Oxley Act of 2002.
              48
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  * Incorporated by reference. See page 16-17 of this
        report.