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



     [X]       Annual Report  Pursuant to Section 13 or 15(d) of the  Securities
               Exchange Act of 1934 For the fiscal year ended December 31, 2000.

     [  ]      Transition Report Pursuant to Section 13 or 15(d) of the
               Securities Exchange Act of 1934
               For the transition period from              to

                         Commission file number 01-19203
                             -----------------------



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


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

      One Market, Steuart Street Tower
        Suite 800, San Francisco, CA                       94105-1301
            (Address of principal                          (Zip code)
             executive offices)


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


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

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

An index of exhibits filed with this Form 10-K is located on page 25.

Total number of pages in this report: __.


<PAGE>



                                     PART I

ITEM 1.    BUSINESS

(A)  Background

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

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

The Partnership's primary objectives are:

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

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

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

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

The offering of units of the  Partnership  closed on December  23,  1991.  As of
December 31, 2000, there were 9,065,911 units  outstanding.  The General Partner
contributed $100 for its 5% general partner interest in the Partnership.

Beginning in the  Partnership's  seventh year of operation,  which  commenced on
January 1, 1999, the General  Partner  stopped  reinvesting  cash flow.  Surplus
funds, if any, less reasonable reserves, will be distributed to the partners. In
the ninth year of operations of the  Partnership,  which commenced on January 1,
2001, the General  Partner  intends to begin the  dissolution and liquidation of
the  Partnership  in an orderly  fashion,  unless the  Partnership is terminated
earlier upon sale of all of the  equipment  or by certain  other  events.  Under
certain circumstances,  however, the term of the Partnership may be extended. In
no event will the Partnership be extended beyond December 31, 2010.

Table 1, below,  lists the  equipment  and the original cost of equipment in the
Partnership's portfolio, equipment held for sale, and the cost of investments in
unconsolidated special-purpose entities as of December 31, 2000 (in thousands of
dollars):
<TABLE>
<CAPTION>

                                     TABLE 1

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

     Owned equipment held for operating leases:

<S>        <C> <C>                                                      <C>                            <C>
           3   737-200 Stage II commercial aircraft                     Boeing                         $   16,049
           2   737-200A Stage III commercial aircraft                   Boeing                             12,920
           1   DC-9-32 Stage III commercial aircraft                    McDonnell Douglas                  12,726
           2   DHC-8-102 commuter aircraft                              DeHavilland                         7,628
           1   DHC-8-300 commuter aircraft                              DeHavilland                         5,748
          84   Sulphur tank railcars                                    ACF/RTC                             2,884
         119   Covered hopper railcars                                  Various                             2,804
         106   Anhydrous ammonia tank railcars                          GATX                                2,483
          72   Tank railcars                                            Various                             1,898
          43   Mill gondola railcars                                    Bethlehem Steel                     1,219
         493   Various marine containers                                Various                             3,904
         120   Refrigerated marine containers                           Various                             2,341
         147   Piggyback refrigerated trailers                          Oshkosh                             2,245
                                                                                                       -----------
                   Owned equipment held for operating leases                                               74,849
</TABLE>
<TABLE>
<CAPTION>

     Owned equipment held for sale:
           <S>                                                          <C>                            <C>
           1   Product tanker                                           Kaldnes M/V                        16,276
                                                                                                       -----------

                    Total owned equipment                                                              $   91,125(1)
                                                                                                       ===========
</TABLE>

<TABLE>
<CAPTION>

     Investments in unconsolidated special-purpose entities:
        <S>                                                             <C>                            <C>
        0.48   Product tanker                                           Boelwerf-Temse                 $    9,492(2)
        0.50   Product tanker                                           Kaldnes M/V                         8,249(2)
        0.25   Equipment on direct finance lease:
                 Two DC-9 Stage III commercial aircraft                 McDonnell Douglas                   3,005(3)
                                                                                                       -----------
               Total investments in unconsolidated special-purpose entities                            $   20,746(1)
                                                                                                       ===========
<FN>
(1) Includes equipment and investments  purchased with the proceeds from capital
contributions,   undistributed  cash  flow  from  operations,   and  Partnership
borrowings.  Includes costs capitalized,  subsequent to the date of acquisition,
and equipment acquisition fees paid to PLM Transportation  Equipment Corporation
(TEC), a wholly owned  subsidiary of FSI, or PLM Worldwide  Management  Services
(WMS), a wholly owned  subsidiary of PLM  International.  All equipment was used
equipment at the time of purchase, except 150 piggyback refrigerated trailers.

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

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

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

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

(B)  Management of Partnership Equipment

The  Partnership  has entered into an equipment  management  agreement  with PLM
Investment  Management,  Inc.  (IMI), a wholly owned  subsidiary of FSI, for the
management  of  the  Partnership's   equipment.   The  Partnership's  management
agreement with IMI is to co-terminate  with the dissolution of the  Partnership,
unless the limited  partners vote to terminate the agreement  prior to that date
or at the  discretion  of the  General  Partner.  IMI has agreed to perform  all
services  necessary to manage the equipment on behalf of the  Partnership and to
perform or contract for the  performance of all  obligations of the lessor under
the Partnership's  leases. In consideration for its services and pursuant to the
partnership agreement,  IMI is entitled to a monthly management fee (see Notes 1
and 2 to the audited financial statements).

(C)  Competition

(1)  Operating Leases versus Full Payout Leases

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

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

(2)  Manufacturers and Equipment Lessors

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

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

(D)  Demand

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


<PAGE>



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

(1)  Aircraft

(a)  Commercial Aircraft

Both Boeing and Airbus  Industries have predicted that the rate of growth in the
demand for air transportation services will be relatively robust for the next 20
years.  Boeing has predicted that the demand for passenger services will grow at
an average rate of about 5% per year and the demand for cargo  traffic will grow
at  about  6.4% per  year  during  that  period.  Such  growth  will  require  a
substantial increase in the numbers of commercial aircraft. According to Boeing,
as of the end of 1999,  the  world  fleet  of  jet-powered  commercial  aircraft
included a total of approximately  13,670 airplanes.  That total included 11,994
passenger  aircraft with 50 seats or more and 1,676 freighter  aircraft.  Boeing
predicts  that by the end of 2019 that fleet will grow to  approximately  31,755
aircraft  including  28,558  passenger  aircraft with 50 seats or more and 3,197
freighter  aircraft.  To support this growth,  Boeing  received 502 new aircraft
orders in the first ten months of 2000 and Airbus received 427.

Airline economics will also require aircraft to be retained in active commercial
service for longer periods than previously  expected.  Consequently,  the market
for environmentally acceptable and economically viable aircraft will continue to
be robust and such aircraft will command  relatively  high residual  values.  In
general,  aircraft values have tended to grow at about 3% per year.  Lease rates
should also grow at similar rates.  However, such rates are subject to variation
depending  on the state of the world  economy and the  resultant  demand for air
transportation services.

The Partnership owns six commercial  aircraft and 25% of two commercial aircraft
which were all on lease throughout 2000 and earning above market lease rates.

(b)      Commuter Aircraft

Regional jets have been well received in the commuter market.  This has resulted
in an  increase  in demand  for  regional  jets at the  expense  of  turboprops.
Turboprop  manufacturers  are cutting back on production due to reduced  demand.
The uncertainty of the future market for turboprops has had an adverse effect on
turboprop lease rates and residual values.

The  Partnership  leases three  commuter  turboprops  containing 37 to 50 seats.
These aircraft fly in North America,  which continues to be the  fastest-growing
market for commuter  aircraft in the world. The  Partnership's  aircraft possess
unique performance capabilities,  compared to other turboprops, which allow them
to readily operate at maximum  payloads from unimproved  surfaces,  hot and high
runways, and short runways.

The Partnership's  turboprops  remained on lease throughout 2000 and their lease
rates were unaffected by the market conditions.

(2)  Product Tankers

The Partnership owns a 1975-built  50,000 dead weight ton product tanker and has
investments in two similar product tankers that operate in international markets
carrying  a  variety  of  commodity-type  cargoes.  Demand  for  commodity-based
shipping is closely tied to worldwide economic growth patterns, which can affect
demand by  causing  changes  in  volume on trade  routes.  The  General  Partner
operates the  Partnership's  product  tankers  through a combination of spot and
period  charters,  an approach that provides the flexibility to adapt to changes
in  market   conditions,   carrying  mostly  fuel  oil  and  similar   petroleum
distillates.

The  market  for  product  tankers  improved   throughout  2000,  with  dramatic
improvements  experienced  in the fourth  quarter;  and is  expected to continue
strong  throughout  2001.  The  strength  in the  charter  market for tankers is
generally tied to overall economic  activity,  and in particular,  the upturn in
activity seen in the Far East.


<PAGE>


(3)  Railcars

(a)  Pressurized Tank Railcars

Pressurized  tank cars are used to transport  liquefied  petroleum  gas (natural
gas) and anhydrous  ammonia  (fertilizer).  The U.S. markets for natural gas are
industrial  applications  (46% of  estimated  demand in 2000),  residential  use
(21%),   electricity  generation  (15%),   commercial  applications  (15%),  and
transportation  (3%).  Natural gas consumption is expected to grow over the next
few years as most new electricity generation capacity planned for is expected to
be natural gas-fired.  Within the fertilizer  industry,  demand is a function of
several factors,  including the level of grain prices,  the status of government
farm  subsidy  programs,  amount of farming  acreage  and mix of crops  planted,
weather  patterns,  farming  practices,  and  the  value  of  the  U.S.  dollar.
Population growth and dietary trends also play an indirect role.

On an  industry-wide  basis,  North American  carloadings of petroleum  products
increased  3% and  chemical  products  increased  1% in 2000,  compared to 1999.
Consequently,  demand for  pressurized  tank cars remained  relatively  constant
during 2000,  with  utilization of this type of railcar  within the  Partnership
remaining  above 98%.  While  renewals  of existing  leases  continue at similar
rates, some cars continue to be renewed for "winter only" terms of approximately
six months. As a result,  there are many pressurized tank cars up for renewal in
the spring of 2001.

(b)  General Purpose (Nonpressurized) Tank Railcars

These railcars are used to transport bulk liquid  commodities  and chemicals not
requiring pressurization, such as certain petroleum products, liquefied asphalt,
lubricating  oils,  molten sulfur,  vegetable oils and corn syrup.  This railcar
type  continued  to be in high demand  during  2000.  The overall  health of the
market  for these  types of  commodities  is closely  tied to both the U.S.  and
global  economies,  as reflected in  movements  in the Gross  Domestic  Product,
personal  consumption  expenditures,  retail sales, and currency exchange rates.
The manufacturing,  automobile, and housing sectors are the largest consumers of
chemicals. Within North America,  carloadings of petroleum products increased 3%
and chemical products increased 1% in 2000, compared to 1999 levels. Utilization
of the Partnership's nonpressurized tank cars remained above 98% during 2000.

(c)  Covered Hopper (Grain) Railcars

Demand for covered hopper railcars,  which are specifically  designed to service
the grain  industry,  continued to  experience  weakness  during 2000.  The U.S.
agribusiness  industry serves a domestic market that is relatively  mature,  the
future  growth of which is expected to be consistent  but modest.  Most domestic
grain rail traffic moves to food processors,  poultry  breeders,  and feed lots.
The more volatile export business, which accounts for approximately 30% of total
grain  shipments,  serves emerging and developing  nations.  In these countries,
demand for protein-rich foods is growing more rapidly than in the United States,
due to higher population growth, a rapid pace of  industrialization,  and rising
disposable income.

Within the United States,  carloadings  of grain products  decreased 2% in 2000,
compared  to 1999.  Other  factors  contributing  to the  softness in demand for
covered  hopper cars is the large  number of new cars built  during the last few
years and the improved  utilization of covered  hoppers by the railroads.  As in
1999,  covered hopper  railcars  whose leases  expired in 2000,  were renewed at
considerably lower rental rates.

(d)  Mill Gondola Railcars

Mill gondola  railcars are typically used to transport scrap steel for recycling
from steel processors to small steel mills called minimills. Demand for steel is
cyclical  and moves in tandem  with the  growth or  contraction  of the  overall
economy.  Within the United  States,  carloadings  for the commodity  group that
includes scrap steel increased 1% in 2000, over 1999 volumes.


<PAGE>


(4)  Intermodal (Piggyback) Trailers

Intermodal  trailers  are used to  transport  a variety  of dry goods by rail on
flatcars,  usually  for  distances  of over 400  miles.  Over  the past  decade,
intermodal  trailers  have  continued  to be  gradually  displaced  by  domestic
containers as the preferred  method of transport for such goods.  This is caused
by  railroads  offering  approximately  15% lower  freight  rates on  containers
compared to  trailers.  During  2000,  demand for  intermodal  trailers was more
volatile than historic  norms.  Slow demand occurred over the second half of the
year due to a slowing economy and continued  customer concerns over rail service
problems  associated  with mergers in the rail  industry.  Due to the decline in
demand,  which occurred over the latter half of 2000,  overall  shipments within
the  intermodal  trailer  market  declined  more than  expected for the year, or
approximately 10% compared to the prior year. Average  utilization of the entire
U.S.  intermodal fleet rose from 73% in 1998 to 77% in 1999 and then declined to
75% in 2000.

The  General  Partner  further  expanded  its  marketing  program to attract new
customers for the Partnership's intermodal trailers during 2000. Even with these
efforts,  average utilization for the Partnership's  intermodal trailers for the
year 2000 dropped 1% to approximately 78%, still above the national average.

The trend towards using domestic  containers  instead of intermodal  trailers is
expected to continue in the future.  Overall,  intermodal  trailer shipments are
forecast to decline by 6% -10% in 2001,  compared to the prior year,  due to the
anticipated  continued weakness of the overall economy.  As such, the nationwide
supply of intermodal trailers is expected to have approximately  10,000 units in
surplus  compared  with  demand  for  2001.  Maintenance  costs  have  increased
approximately  20% due to improper repair methods performed by the railroads and
billed to owners.  For the  Partnership's  intermodal fleet, the General Partner
will  continue  to seek to expand its  customer  base while  minimizing  trailer
downtime  at  repair  shops  and  terminals.  Significant  efforts  will also be
undertaken to reduce maintenance costs and cartage costs.

(5)  Marine Containers

The Partnership's  portfolio of containers is composed of two distinct groups of
containers.   During  the  early  years  of  the  Partnership's  operation,  the
Partnership  acquired  mixed  fleets  of 5- to 7-  year-old  standard  dry cargo
containers and specialized cargo containers that were leased in  revenue-sharing
agreements. This older equipment is now in excess of twelve years of age, and is
generally no longer suitable for use in  international  commerce,  either due to
its  specific  physical  condition,   or  the  lessees'  preferences  for  newer
equipment.  As individual  containers are returned from their specific  lessees,
they are being  marketed for sale on an "as is, where is" basis.  The market for
such sales,  although  highly  dependent upon the specific  location and type of
container, has continued to be strong over the last several years, as it relates
to standard dry containers.  The  Partnership  has in the last year  experienced
reduced residual values on the sale of refrigerated containers, due primarily to
technological   obsolescence  associated  with  this  equipment's  refrigeration
machinery.

(E)  Government Regulations

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

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

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

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

     (4) the U.S. Department of Transportation's Hazardous Materials Regulations
     regulates  the  classification  and  packaging  requirements  of  hazardous
     materials which apply particularly to the Partnership's tank railcars.  The
     Federal Railroad  Administration  has mandated that effective July 1, 2000,
     all tank railcars must be  re-qualified  every ten years from the last test
     date stenciled on each railcar to insure tank shell  integrity.  Tank shell
     thickness,  weld seams, and weld attachments must be inspected and repaired
     if necessary to re-qualify a tank railcar for service.  The average cost of
     this  inspection  is $1,800 for  non-jacketed  tank railcars and $3,600 for
     jacketed  tank  railcars,   not  including  any  necessary  repairs.   This
     inspection is to be performed at the next scheduled tank test and every ten
     years  thereafter.  The Partnership  currently owns 174  non-jacketed  tank
     railcars and 88 jacketed  tank railcars of which a total of 2 tank railcars
     have been inspected to date and no defects have been discovered.

As of December  31,  2000,  the  Partnership  was in  compliance  with the above
governmental  regulations.  Typically,  costs  related  to  extensive  equipment
modifications to meet government regulations are passed on to the lessee of that
equipment.

ITEM 2.    PROPERTIES

The Partnership  neither owns nor leases any properties other than the equipment
it has  purchased  and its  interests in entities that own equipment for leasing
purposes.  As of  December  31,  2000,  the  Partnership  owned a  portfolio  of
transportation  and related  equipment  and  investments  in equipment  owned by
unconsolidated special-purpose entities (USPEs) as described in Item 1, Table 1.
The Partnership acquired equipment with the proceeds of the Partnership offering
of $184.3  million  through the first  quarter of 1992,  proceeds  from the debt
financing of $38.0  million,  and by reinvesting a portion of its operating cash
flow in additional equipment.

The  Partnership  maintains its principal  office at One Market,  Steuart Street
Tower, Suite 800, San Francisco,  California  94105-1301.  All office facilities
are provided by FSI without reimbursement by the Partnership.

ITEM 3.    LEGAL PROCEEDINGS

PLM  International,  (the Company) and various of its wholly owned  subsidiaries
are  defendants  in a class  action  lawsuit  filed in January 1997 and which is
pending  in the  United  States  District  Court for the  Southern  District  of
Alabama,  Southern  Division (Civil Action No.  97-0177-BH-C)  (the court).  The
named  plaintiffs are six individuals who invested in PLM Equipment  Growth Fund
IV (Fund IV), PLM Equipment Growth Fund V (Fund V), PLM Equipment Growth Fund VI
(Fund VI), and PLM Equipment  Growth & Income Fund VII (Fund VII),  collectively
(the  Funds),  each a California  limited  partnership  for which the  Company's
wholly owned subsidiary, PLM Financial Services, Inc. (FSI), acts as the General
Partner.

The complaint  asserts  causes of action  against all  defendants  for fraud and
deceit,  suppression,  negligent  misrepresentation,  negligent and  intentional
breaches of fiduciary  duty,  unjust  enrichment,  conversion,  and  conspiracy.
Plaintiffs  allege that each  defendant  owed  plaintiffs  and the class certain
duties due to their  status as  fiduciaries,  financial  advisors,  agents,  and
control persons.  Based on these duties,  plaintiffs  assert  liability  against
defendants  for improper  sales and marketing  practices,  mismanagement  of the
Funds, and concealing such mismanagement from investors in the Funds. Plaintiffs
seek unspecified compensatory damages, as well as punitive damages.

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

In February 1999 the parties to the Koch and Romei actions  agreed to settle the
lawsuits,  with  no  admission  of  liability  by any  defendant,  and  filed  a
Stipulation  of Settlement  with the court.  The  settlement is divided into two
parts,  a  monetary  settlement  and  an  equitable  settlement.   The  monetary
settlement  provides  for  a  settlement  and  release  of  all  claims  against
defendants  in  exchange  for payment for the benefit of the class of up to $6.6
million.  The final settlement  amount will depend on the number of claims filed
by class members,  the amount of the administrative costs incurred in connection
with the  settlement,  and the amount of attorneys' fees awarded by the court to
plaintiffs'  attorneys.  The Company will pay up to $0.3 million of the monetary
settlement,  with  the  remainder  being  funded  by an  insurance  policy.  For
settlement  purposes,  the monetary  settlement class consists of all investors,
limited partners, assignees, or unit holders who purchased or received by way of
transfer or  assignment  any units in the Funds  between May 23, 1989 and August
30, 2000. The monetary  settlement,  if approved,  will go forward regardless of
whether the equitable settlement is approved or not.

The equitable  settlement  provides,  among other things, for: (a) the extension
(until  January 1, 2007) of the date by which FSI must complete  liquidation  of
the Funds' equipment,  (b) the extension (until December 31, 2004) of the period
during which FSI can reinvest the Funds' funds in additional  equipment,  (c) an
increase of up to 20% in the amount of front-end fees (including acquisition and
lease  negotiation  fees)  that  FSI  is  entitled  to  earn  in  excess  of the
compensatory   limitations   set   forth  in  the  North   American   Securities
Administrator's  Association's Statement of Policy; (d) a one-time repurchase by
each  of  Fund  V,  Fund  VI and  Fund  VII of up to 10% of  that  partnership's
outstanding units for 80% of net asset value per unit; and (e) the deferral of a
portion of the  management  fees paid to an  affiliate  of FSI  until,  if ever,
certain  performance  thresholds  have been met by the  Funds.  Subject to final
court  approval,  these  proposed  changes  would be made as  amendments to each
Fund's limited partnership agreement if less than 50% of the limited partners of
each Fund vote against such amendments.  The equitable  settlement also provides
for payment of additional attorneys' fees to the plaintiffs' attorneys from Fund
funds in the event, if ever, that certain  performance  thresholds have been met
by the Funds. The equitable settlement class consists of all investors,  limited
partners,  assignees  or unit  holders  who on August 30, 2000 held any units in
Fund V, Fund VI, and Fund VII, and their assigns and successors in interest.

The court  preliminarily  approved  the monetary and  equitable  settlements  in
August 2000, and information regarding each of the settlements was sent to class
members in September  2000. The monetary  settlement  remains subject to certain
conditions,  including  final  approval by the court  following a final fairness
hearing.  The  equitable  settlement  remains  subject  to  certain  conditions,
including judicial approval of the proposed amendments and final approval of the
equitable settlement by the court following a final fairness hearing.

A final fairness hearing was held on November 29, 2000 and the parties await the
court's  decision.  The Company continues to believe that the allegations of the
Koch and Romei actions are  completely  without merit and intends to continue to
defend this matter vigorously if the monetary settlement is not consummated.

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

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

No matters were submitted to a vote of the Partnership's limited partners during
the fourth quarter of its fiscal year ended December 31, 2000.

















                      (This space intentionally left blank)



<PAGE>


                                     PART II


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

Pursuant  to the terms of the  partnership  agreement,  the  General  Partner is
entitled to 5% of the cash distributions of the Partnership. The General Partner
is the sole holder of such  interests.  Net income is  allocated  to the General
Partner to the extent necessary to cause the General  Partner's  capital account
to  equal  zero.  The  remaining  interests  in the  profits,  losses,  and cash
distributions  of the Partnership are allocated to the limited  partners.  As of
December  31,  2000,  there were 9,536  limited  partners  holding  units in the
Partnership.

There are several  secondary  markets in which limited  partnership units trade.
Secondary markets are characterized as having few buyers for limited partnership
interests and, therefore,  are generally viewed as inefficient  vehicles for the
sale of limited partnership units. Presently,  there is no public market for the
limited  partnership units and none is likely to develop. To prevent the 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 intends to monitor transfers of limited
partnership  units in an effort to ensure that they do not exceed the percentage
or number permitted by certain safe harbors  promulgated by the Internal Revenue
Service. A transfer may be prohibited if the intended  transferee is not an U.S.
citizen or if the transfer  would cause any portion of the units of a "Qualified
Plan" as defined by the  Employee  Retirement  Income  Security  Act of 1974 and
Individual Retirement Accounts to exceed the allowable limit.

The  Partnership  may redeem a certain number of units each year under the terms
of the Partnership's limited partnership  agreement,  beginning January 1, 1994.
If the number of units made  available  for purchase by limited  partners in any
calendar year exceeds the number that can be purchased  with  reinvestment  plan
proceeds,  then the  Partnership  may,  subject to certain terms and conditions,
redeem up to 2% of the  outstanding  units each year.  The purchase  price to be
offered  by the  Partnership  for  these  units  will  be  equal  to 110% of the
unrecovered  principal  attributable to the units. The unrecovered principal for
any  unit  will  be  equal  to  the  excess  of  (i)  the  capital  contribution
attributable to the unit over (ii) the  distributions  from any source paid with
respect to the units.  As of December 31, 2000, the  Partnership has purchased a
cumulative total of 154,021 units at a cost of $1.6 million. The General Partner
has decided that it would not purchase  Partnership units under the terms of the
Partnership's  limited  partnership  agreement in 2001. The General  Partner may
purchase additional units on behalf of the Partnership in the future.











                      (This space intentionally left blank)





<PAGE>


ITEM 6.    SELECTED FINANCIAL DATA

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

                                     TABLE 2

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

                                                2000          1999            1998            1997            1996
                                              -------------------------------------------------------------------------
<S>                                         <C>            <C>                 <C>        <C>             <C>
Operating results:
  Total revenues                            $    22,473    $   20,768      $   24,047     $    41,123     $   44,322
  Net gain on disposition
    of equipment                                  1,351           253             732          10,990         14,199
  Loss on revaluation of equipment                   --         2,899              --              --             --
  Equity in net income (loss) of uncon-
    solidated special-purpose entities              406         2,108             294            (264)          (116)
  Net income                                      3,994         1,302           2,370           7,921         12,441

At year-end:
  Total assets                              $    30,152    $   46,083      $   61,376     $    82,681     $   98,419
  Total liabilities                               8,706        19,077          26,970          35,958         46,123
  Note payable                                    5,474        15,484          23,588          32,000         40,463

Cash distribution                           $     9,544    $    8,617      $   12,008     $    15,346     $   18,083

Cash distribution representing
    a return of capital to the limited
    partners                                $     5,550    $    7,315      $    9,638     $     7,425     $    5,642

Per weighted-average limited partnership unit:

  Net income                                $      0.39(1) $     0.09(1)   $     0.20(1)  $      0.79(1)  $     1.26(1)

  Cash distribution                         $      1.00    $     0.90      $     1.26     $      1.60     $     1.87

  Cash distribution representing
    a return of capital                     $      0.61    $     0.81      $     1.06     $      0.81     $     0.61
----------
<FN>
(1)After reduction of income  necessary to cause the General  Partner's  capital
   account to equal zero of $0.3 million ($0.03 per weighted-average  depositary
   unit) in 2000, $0.4 million ($0.05 per  weighted-average  depositary unit) in
   1999, $0.5 million ($0.05 per weighted-average depositary unit) in 1998, $0.4
   million  ($0.04  per  weighted-average  depositary  unit) in  1997,  and $0.3
   million ($0.03 per weighted-average depositary unit) in 1996.
</FN>

</TABLE>




                                       (This space intentionally left blank)









<PAGE>


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

(A)  Introduction

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

(B)  Results of Operations - Factors Affecting Performance

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

The exposure of the Partnership's  equipment  portfolio to repricing risk occurs
whenever the leases for the equipment expire or are otherwise terminated and the
equipment must be remarketed.  Major factors influencing the current market rate
for Partnership  equipment include,  supply and demand for similar or comparable
types of  transport  capacity,  desirability  of the  equipment  in the  leasing
market,  market  conditions  for the  particular  industry  segment in which the
equipment is to be leased, overall economic conditions,  and various regulations
concerning  the use of the  equipment.  Equipment that is idle or out of service
between the expiration of one lease and the assumption of a subsequent lease can
result in a  reduction  of  contribution  to the  Partnership.  The  Partnership
experienced  re-leasing or repricing  activity in 2000 primarily in its trailer,
marine vessels, railcar, aircraft, and marine container portfolios.

   (a) Trailers:  The Partnership's  trailer portfolio operates or operated with
short-line railroad systems and in short-term rental facilities.  The relatively
short  duration  of most  leases in these  operations  exposes  the  trailers to
considerable re-leasing activity.  Contributions from the Partnership's trailers
were  lower  in  2000  when  compared  to  1999  due to the  sale  of 76% of the
Partnership's trailers during 2000.

   (b) Marine vessels:  Certain of the  Partnership's  marine vessels operate in
the voyage charter and time charter  market.  Voyage  charters and time charters
are usually  short in duration  and  reflect the  short-term  demand and pricing
trends  in the  marine  vessel  market.  As a  result  of this,  certain  of the
Partnership's  marine  vessels will be  remarketed  during 2001 exposing them to
re-leasing and repricing risk.

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

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

   (d) Aircraft:  One of the  Partnership's  aircraft whose lease expired during
1999 was re-leased  during 2000 with a similar  lease rate as was  previously in
effect.

   (e) Marine containers:  All of the Partnership's marine containers are leased
to operators of utilization-type  leasing pools and, as such, are highly exposed
to repricing activity. Market conditions were relatively constant during 2000.

(2)  Equipment Liquidations

Liquidation  of  Partnership   equipment  and   investments  in   unconsolidated
special-purpose  entities  (USPEs)  represents  a  reduction  in the size of the
equipment  portfolio  and may  result  in  reductions  of  contributions  to the
Partnership.  During the year, the Partnership  disposed of owned equipment that
included a marine vessel,  marine containers,  trailers,  and railcars for total
proceeds of $7.2 million.


<PAGE>


(3)  Equipment Valuation

In accordance  with  Financial  Accounting  Standards  Board  Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be  Disposed  Of,"  the  General  Partner  reviews  the  carrying  value  of the
Partnership's  equipment portfolio at least quarterly and whenever circumstances
indicate that the carrying  value of an asset may not be recoverable in relation
to  expected  future  market   conditions  for  the  purpose  of  assessing  the
recoverability of the recorded  amounts.  If the projected  undiscounted  future
cash flow and the fair market value of the  equipment are less than the carrying
value of the equipment,  a loss on  revaluation is recorded.  Reductions of $2.9
million to the carrying value of owned marine vessels were required during 1999.
No reductions were required to the carrying value of the equipment during either
2000 or 1998.

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

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

For the year ended December 31, 2000, the Partnership generated $12.7 million in
operating cash (net cash provided by operating  activities plus  non-liquidating
cash distributions from USPEs) to meet its operating obligations, make principal
debt payments, and pay distributions of $9.5 million to the partners.

During the year ended  December 31, 2000, the  Partnership  purchased a hush-kit
for one of the Partnership's McDonnell Douglas DC-9 commercial aircraft for $2.7
million.   The  Partnership  was  required  to  install  the  hush-kit  per  the
Partnership's lease agreement for this aircraft.

Accounts  receivable  decreased  $0.6 million during the year ended December 31,
2000 due to the timing of cash receipts.

Investments in USPEs  decreased $1.4 million due to cash  distributions  of $1.8
million to the  Partnership  from the USPEs  offset,  in part, by income of $0.4
million  that was recorded by the  Partnership's  from the USPEs during the year
ended December 31, 2000.

Accounts  payable and accrued  expenses  decreased  $0.3 million during the year
ended December 31, 2000 due to the timing of payments to vendors.

Lessee  deposits and reserve for repairs  decreased $0.1 million during the year
2000  resulting  from the sale of a marine  vessel.  The balance of $0.1 million
remaining in dry docking  reserves  for this marine  vessel was  transferred  to
additional sales proceeds.

During the twelve months ended December 31, 2000, the Partnership  borrowed $4.5
million from the General Partner for a short-term loan and fully repaid the loan
to the General Partner. The General Partner charged the Partnership $0.1 million
in interest using prevailing market interest rates at the time of the loans.

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

Pursuant to the terms of the limited partnership agreement, beginning January 1,
1994, if the number of units made available for purchase by limited  partners in
any calendar  year exceeds the number that can be  purchased  with  reinvestment
plan  proceeds,   then  the  Partnership  may,  subject  to  certain  terms  and
conditions,  redeem up to 2% of the outstanding  limited  partnership units each
year.  The purchase  price to be offered for such units will be equal to 110% of
the unrecovered principal attributed to the units. The unrecovered principal for
any  unit  will  be  equal  to  the  excess  of  (i)  the  capital  contribution
attributable to the unit over (ii) the  distributions  from any source paid with
respect to the units.  As of December 31, 2000, the General  Partner has decided
that it would not  purchase  any units  during  2001.  The  General  Partner may
purchase additional units on behalf of the Partnership in the future.

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

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

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

(a)  Owned Equipment Operations

Lease  revenues  less  direct  expenses  (defined  as repairs  and  maintenance,
equipment operating,  and asset-specific  insurance expenses) on owned equipment
decreased  during the year ended  December 31, 2000,  when  compared to the same
period of 1999.  Gains or losses from the sale of equipment,  interest and other
income,  and certain  expenses such as depreciation and amortization and general
and  administrative  expenses relating to the operating  segments (see Note 5 to
the audited  financial  statements),  are not  included  in the owned  equipment
operation  discussion  because  they are  indirect in nature and not a result of
operations,  but the result of owning a portfolio of  equipment.  The  following
table presents  lease revenues less direct  expenses by segment (in thousands of
dollars):

                                                         For the Years
                                                      Ended December 31,
                                                     2000             1999
                                                  ----------------------------
  Aircraft                                        $  7,782         $  8,000
  Marine vessels                                     2,774            2,332
  Railcars                                           1,811            1,989
  Trailers                                           1,213            1,857
  Marine containers                                    405              694

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

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $8.1
million and $5.3 million,  respectively,  for the year ended  December 31, 2000,
compared to $6.2 million and $3.9 million, respectively,  during the same period
of 1999.

The  increase in marine  vessel lease  revenues of $1.9 million  during the year
ended December 31, 2000 was due to one marine vessel that earned $3.8 million in
additional  voyage  lease  revenues  due to an  increase  in voyage  lease rates
compared  to the same  period of 1999,  offset in part,  by a  decrease  of $1.9
million  caused by another  marine  vessel  that was  off-lease  for nine months
during the year ended December 31, 2000,  compared to 1999, when it was on-lease
the entire year.

As a result of the additional  voyages,  direct expenses  increased $1.4 million
during the year ended  December  31,  2000 when  compared  to the same period of
1999.

Railcars:  Railcar lease revenues and direct expenses were $2.4 million and $0.6
million,  respectively,  for the year ended December 31, 2000,  compared to $2.5
million and $0.5  million,  respectively,  during the same  period of 1999.  The
decrease in railcar contribution was due a decrease in railcar lease revenues of
$0.1 million  primarily  due to lower  re-lease  rates earned on railcars  whose
leases  expired  during 2000 and to an  increase  of $0.1  million in repairs to
certain railcars in 2000 that were not needed during 1999.

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

Marine containers: Marine container lease revenues and direct expenses were $0.4
million and $7,000, respectively, for the year ended December 31, 2000, compared
to $0.7 million and $5,000,  respectively,  during the same period of 1999.  The
number of marine  containers  owned by the Partnership has been declining due to
dispositions  during 2000 and 1999  resulting in a decrease to marine  container
contribution.

(b)  Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses of $11.9 million for the year ended  December 31, 2000
decreased from $16.1 million for the same period in 1999.  Significant variances
are explained as follows:

     (i) A loss on  revaluation  of $2.9  million was  required  during the year
ended  December 31, 1999 to reduce the carrying  value of a marine vessel to its
estimated fair market value.  No  revaluation  of equipment was required  during
2000.

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

     (iii)  A $0.3  million  decrease  in  interest  expense  was due to a lower
average  outstanding  debt  balance  during the year  ended  December  31,  2000
compared to the same period of 1999.

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

(c)  Net Gain on Disposition of Owned Equipment

The net gain on the  disposition of owned  equipment for the year ended December
31, 2000 totaled $1.4 million,  which resulted from the sale of a marine vessel,
marine containers, railcars, and trailers with a net book value of $6.0 million,
for proceeds of $7.2 million.  Included in the 2000 net gain on  disposition  of
assets is the unused  portion of marine vessel dry docking of $0.1 million.  The
net gain on the  disposition of owned  equipment for the year ended December 31,
1999 totaled $0.3 million,  which  resulted from the sale of marine  containers,
railcars,  and trailers with an aggregate  net book value of $0.6  million,  for
proceeds of $0.9 million.

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

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

                                                                                For the Years
                                                                             Ended December 31,
                                                                            2000             1999
                                                                         ----------------------------
<S>                                                                      <C>               <C>
  Aircraft, rotable components, and aircraft engines                     $    384          $ 1,811
  Marine vessels                                                               22              297
                                                                         ----------------------------
      Equity in net income of USPEs                                      $    406          $ 2,108
                                                                         ============================
</TABLE>

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

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

Lease  revenues  increased  $1.0 million during the year ended December 31, 2000
compared to the same period of 1999.  The  increase in lease  revenues is due to
the following:

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

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

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

Depreciation  expense,  direct expenses,  and administrative  expenses decreased
$0.6 million  during the year ended  December 31, 2000 when compared to the same
period of 1999. The sale of the Partnership's interest in a marine vessel during
the fourth quarter of 1999 caused  depreciation  expense,  direct expenses,  and
administrative  expenses to decrease $1.2 million during the year ended December
31, 2000.  This decrease was offset,  in part, by an increase of $0.6 million in
certain  direct  expenses due to increased  usage of a marine  vessel during the
year ended December 31, 2000 when compared to the same period of 1999.

(e)  Net Income

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


<PAGE>


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

(a)  Owned Equipment Operations

Lease  revenues  less  direct  expenses  (defined  as repairs  and  maintenance,
equipment operating,  and asset-specific  insurance expenses) on owned equipment
decreased  during the year ended  December 31, 1999,  when  compared to the same
period of 1998. The following table presents lease revenues less direct expenses
by segment (in thousands of dollars):

                                                           For the Years
                                                        Ended December 31,
                                                       1999             1998
                                                    ----------------------------
  Aircraft                                          $  8,000         $  8,811
  Marine vessels                                       2,332            2,777
  Railcars                                             1,989            1,928
  Trailers                                             1,857            2,150
  Marine containers                                      694            1,206

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

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

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

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

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

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

(b)  Indirect Expenses Related to Owned Equipment Operations

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

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

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

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

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

(c)      Interest and Other Income

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

(d)  Net Gain on Disposition of Owned Equipment

The net gain on the  disposition  of equipment  for the year ended  December 31,
1999 totaled $0.3 million,  which  resulted from the sale of marine  containers,
railcars,  and trailers with an aggregate  net book value of $0.6  million,  for
proceeds of $0.9 million.  The net gain on the  disposition of equipment for the
year ended December 31, 1998 totaled $0.7 million,  which resulted from the sale
of an aircraft, marine containers, railcars, and trailers, with an aggregate net
book value of $8.0 million, for proceeds of $8.7 million.

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

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

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

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

Marine vessels:  As of December 31, 1999, the  Partnership  owned an interest in
two entities owning a total of two marine vessels.  As of December 31, 1998, the
Partnership  owned an interest in three entities  owning a total of three marine
vessels. During the year ended December 31, 1999, lease revenues of $5.2 million
and the gain of $1.9 million from the sale of the  Partnership's  interest in an
entity  owning a marine  vessel  were  offset by  depreciation  expense,  direct
expenses, and administrative expenses of $6.8 million. During the same period of
1998, lease revenues of $6.4 million were offset by depreciation expense, direct
expenses, and administrative expenses of $6.6 million.

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

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

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

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

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

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

(f)  Net Income

As a result of the foregoing,  the  Partnership's  net income for the year ended
December  31,  1999 was $1.3  million,  compared  to net income of $2.4  million
during the same period in 1998.  The  Partnership's  ability to operate  assets,
liquidate assets,  secure leases,  and re-lease those assets whose leases expire
is subject to many factors, and the Partnership's  performance in the year ended
December 31, 1999 is not necessarily  indicative of future periods.  In the year
ended December 31, 1999, the Partnership distributed $8.1 million to the limited
partners, or $0.90 per weighted-average limited partnership unit.

(E)  Geographic Information

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

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

The  Partnership's  equipment on lease to U.S.  domiciled  lessees  consisted of
trailers, railcars, and aircraft. During 2000, U.S. lease revenues accounted for
16% of the total lease revenues of wholly- and  partially-owned  equipment while
this region reported net income of $2.1 million.

The  Partnership's  owned  equipment  on  lease  to  Canadian-domiciled  lessees
consisted  of railcars  and  aircraft.  During  2000,  Canadian  lease  revenues
accounted  for 16% of the total lease  revenues  of wholly- and  partially-owned
equipment and recorded net income of $2.5 million.

The Partnership's owned equipment on lease to a South American-domiciled  lessee
consisted of an aircraft  during 2000 and  accounted  for 11% of the total lease
revenues of wholly- and partially-owned  equipment, and recorded a net income of
$0.6 million.

The  Partnership's  owned  equipment  on lease to a  Caribbean-domiciled  lessee
consisted  of an aircraft  and during 2000  accounted  for 2% of the total lease
revenues of wholly- and  partially-owned  equipment,  and recorded a net loss of
$0.6 million.

The Partnership's owned equipment and its ownership share in USPEs on lease to a
Mexican-domiciled lessee consisted of aircraft and accounted for 1% of the total
lease  revenues  of  wholly-  and  partially-owned   equipment  consisted  of  a
commercial  aircraft and two aircraft on a direct finance lease,  and recorded a
net loss of $0.1 million.

The  Partnership's  owned equipment and its ownership share in USPEs on lease to
lessees  in the  rest of the  world  consisted  of  marine  vessels  and  marine
containers.  During 2000, lease revenues for these lessees  accounted for 54% of
the total lease revenues of wholly- and partially-owned equipment and recorded a
net income of $1.3 million.

(F)  Inflation

Inflation had no significant impact on the Partnership's operations during 2000,
1999, or 1998.

(G)  Forward-Looking Information

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


<PAGE>


(H)  Outlook for the Future

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

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

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

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

Factors affecting the Partnership's contribution during the year 2001 and beyond
include:

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

2.  Railcar  loadings in North  America  have  continued  to be high,  however a
softening in the market has lead to lower utilization and lower  contribution to
the Partnership as existing leases expire and renewal leases are negotiated.

Several other factors may affect the Partnership's  operating performance in the
year 2001 and beyond,  including  changes in the  markets for the  Partnership's
equipment  and changes in the  regulatory  environment  in which that  equipment
operates.

(1)  Repricing Risk

Certain portions of the Partnership's railcar, marine container,  marine vessel,
and trailer  portfolios  will be remarketed in 2001 as existing  leases  expire,
exposing   the   Partnership   to   considerable   repricing   risk/opportunity.
Additionally,  the Partnership  entered its liquidation phase on January 1, 2001
and has commenced an orderly liquidation of the Partnership's  assets. In either
case, the General Partner intends to sell equipment at prevailing  market rates;
however,  the  General  Partner  cannot  predict  these  future  rates  with any
certainty at this time, and cannot accurately assess the effect of such activity
on future Partnership performance.

(2)  Impact of Government Regulations on Future Operations

The General  Partner  operates the  Partnership's  equipment in accordance  with
current applicable regulations (see Item 1, Section E, Government  Regulations).
However, the continuing implementation of new or modified regulations by some of
the  authorities  mentioned  previously,  or others,  may  adversely  affect the
Partnership's  ability to continue to own or operate equipment in its portfolio.
Additionally,  regulatory  systems  vary  from  country  to  country,  which may
increase the burden to the Partnership of meeting regulatory  compliance for the
same equipment  operated  between  countries.  Ongoing changes in the regulatory
environment, both in the United States and internationally,  cannot be predicted
with accuracy,  and preclude the General Partner from  determining the impact of
such changes on Partnership operations or sale of equipment.  Under U.S. Federal
Aviation Regulations, after December 31, 1999, no person may operate an aircraft
to or from any airport in the contiguous  United States unless that aircraft has
been shown to comply with Stage III noise  levels.  The  Partnership's  Stage II
aircraft are scheduled to be sold or re-leased in countries  that do not require
this regulation.  Furthermore,  the Federal Railroad Administration has mandated
that effective July 1, 2000,  all tank railcars must be  re-qualified  every ten
years from the last test date  stenciled  on each  railcar to insure  tank shell
integrity.  Tank shell  thickness,  weld  seams,  and weld  attachments  must be
inspected  and repaired if  necessary to  re-qualify a tank railcar for service.
The average cost of this inspection is $1,800 for non-jacketed tank railcars and
$3,600 for jacketed tank  railcars,  not including any necessary  repairs.  This
inspection  is to be  performed  at the next  scheduled  tank test and every ten
years thereafter.  The Partnership currently owns 174 non-jacketed tank railcars
and 88  jacketed  tank  railcars of which a total of 2 tank  railcars  have been
inspected with no reportable defects.

(3)  Distributions

During the active  liquidation  phase,  the Partnership  will use operating cash
flow and proceeds from the sale of equipment to meet its operating  obligations,
make principal and interest payments on its debt, and make  distributions to the
partners.  Although the General Partner intends to maintain a sustainable  level
of  distributions  prior  to  final  liquidation  of  the  Partnership,   actual
Partnership  performance  and other  considerations  may require  adjustments to
then-existing  distribution levels. In the long term, changing market conditions
and  used  equipment   values  preclude  the  General  Partner  from  accurately
determining  the impact of future  re-leasing  activity and  equipment  sales on
Partnership performance and liquidity.

Since the Partnership has entered the active  liquidation phase, the size of the
Partnership's remaining equipment portfolio and, in turn, the amount of net cash
flows from  operations will continue to become  progressively  smaller as assets
are sold. Although  distribution levels may be reduced,  significant asset sales
may result in special distributions to unitholders.

The  Partnership's  permanent debt obligation  began to mature in February 1997.
The General  Partner  believes that  sufficient  cash flow from  operations  and
equipment sales will be available in the future for repayment of debt.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Partnership's  primary  market risk  exposure is that of interest  rate and
currency  risk. The  Partnership's  senior secured note is a variable rate debt.
The  Partnership  estimates  a 1%  increase  or  decrease  in the  Partnership's
variable  rate debt would  result in an increase or decrease,  respectively,  in
interest  expense  of  $34,000  in 2001 and  $-0-  thereafter.  The  Partnership
estimates a 2% increase or  decrease  in the  Partnership's  variable  rate debt
would result in an increase or decrease,  respectively,  in interest  expense of
$68,000 in 2001 and $-0- thereafter.

During 2000,  84% of the  Partnership's  total lease  revenues  from wholly- and
partially-owned equipment came from non-United States-domiciled lessees. Most of
the  Partnership's  leases require payment in United States (U.S.) currency.  If
these  lessees  currency  devalues  against the U.S.  dollar,  the lessees could
potentially  encounter  difficulty in making the U.S.  dollar-denominated  lease
payments.

ITEM 8.                         FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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


None.

                      (This space intentionally left blank)


<PAGE>


                                    PART III

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

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

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

Stephen M. Bess     55    President,   PLM  Financial   Services,   Inc.,
                          PLM  Investment Management, Inc. and
                          PLM Transportation Equipment Corporation

Richard K Brock     38    Vice  President  and  Chief  Financial  Officer,
                          PLM  Financial Services, Inc.,
                          PLM Investment Management, Inc. and
                          PLM Transportation Equipment Corporation

Susan C. Santo      38    Vice President,  Secretary,  and General  Counsel,
                          PLM Financial Services, Inc.

Stephen M. Bess was appointed a Director of PLM Financial Services, Inc. in July
1997.  Mr. Bess has served as President of PLM Investment  Management,  Inc., an
indirect wholly owned subsidiary of PLM International, since August 1989, and as
an executive  officer of certain other of PLM  International's  subsidiaries  or
affiliates since 1982.

Richard K Brock was  appointed a Director  of PLM  Financial  Services,  Inc. in
October 1, 2000. Mr. Brock was appointed as Vice  President and Chief  Financial
Officer of PLM International and PLM Financial  Services,  Inc. in January 2000,
having  served as Acting  Chief  Financial  Officer  since June 1999 and as Vice
President  and  Corporate  Controller  of PLM  International  and PLM  Financial
Services,  Inc.  since June 1997.  Prior to June 1997,  Mr.  Brock  served as an
accounting  manager  beginning in September 1991 and as Director of Planning and
General Accounting beginning in February 1994.

Susan C. Santo was  appointed  a Director of PLM  Financial  Services,  Inc.,  a
subsidiary of PLM International,  in October 1, 2000. Ms. Santo was appointed as
Vice  President,  Secretary,  and General Counsel of PLM  International  and PLM
Financial Services, Inc. in November 1997. She has worked as an attorney for PLM
International  and PLM  Financial  Services,  Inc.  since 1990 and served as its
Senior Attorney from 1994 until her appointment as General Counsel.

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

ITEM 11.   EXECUTIVE COMPENSATION

The Partnership has no directors, officers, or employees. The Partnership had no
pension,  profit  sharing,  retirement,  or similar benefit plan in effect as of
December 31, 2000.


<PAGE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     (A) Security Ownership of Certain Beneficial Owners

         The  General  Partner is  generally  entitled  to a 5%  interest in the
         profits and losses  (subject to certain  allocations  of income),  cash
         available  for  distributions,  and  net  disposition  proceeds  of the
         Partnership.  As of December  31,  2000,  no investor  was known by the
         General  Partner  to  beneficially  own  more  than  5% of the  limited
         partnership units of the Partnership.

     (B) Security Ownership of Management

         Neither  the  General  Partner  and its  affiliates  nor any officer or
         director of the  General  Partner  and its  affiliates  own any limited
         partnership units of the Partnership as of December 31, 2000.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     (A) Transactions with Management and Others

         During 2000, the Partnership  paid or accrued the following fees to FSI
         or its affiliates: management fees, $1.0 million and administrative and
         data processing  services performed on behalf of the Partnership,  $0.8
         million.

         During 2000, the Partnership's proportional share of ownership in USPEs
         paid or accrued the following fees to FSI or its affiliates: management
         fees, $0.3 million;  and administrative  and data processing  services,
         $0.1 million.




















                     (This space intentionally left blank.)





<PAGE>


                                     PART IV

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

     (A) 1.    Financial Statements

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

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

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

               a. Montgomery Partnership
               b. TAP Trust

     (B) Reports on Form 8-K

         None.

     (C) Exhibits

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

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

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

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

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

24.      Powers of Attorney.

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

         99.1 Montgomery Partnership.

         99.2 TAP Trust.





                     (This space intentionally left blank.)



<PAGE>


                                   SIGNATURES

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

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


Dated: March 14, 2001               PLM EQUIPMENT GROWTH FUND V
                                    PARTNERSHIP

                                    By:      PLM Financial Services, Inc.
                                             General Partner


                                    By:      /s/ Stephen M. Bess
                                             -----------------------------------
                                             Stephen M. Bess
                                             President and Director


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


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


Name                             Capacity                   Date



*
------------------------
Stephen M. Bess                 Director, FSI                March 14, 2001



*
------------------------
Richard K Brock                 Director, FSI                March 14, 2001



*
------------------------
Susan C. Santo                  Director, FSI                March 14, 2001


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


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



<PAGE>


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

                                  (Item 14(a))


                                                                          PAGE

Independent auditors' report                                               28

Balance sheets as of December 31, 2000 and 1999                            29

Statements of income for the years ended
     December 31, 2000, 1999, and 1998                                     30

Statements of changes in partners' capital for the
     years ended December 31, 2000, 1999, and 1998                         31

Statements of cash flows for the years ended
     December 31, 2000, 1999, and 1998                                     32

Notes to financial statements                                              33-44


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



<PAGE>


                          INDEPENDENT AUDITORS' REPORT



The Partners
PLM Equipment Growth Fund V:


We have audited the  accompanying  financial  statements of PLM Equipment Growth
Fund V (the  Partnership),  as listed  in the  accompanying  index to  financial
statements.   These  financial   statements  are  the   responsibility   of  the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

As  described  in  Note 1 to  the  financial  statements,  the  Partnership,  in
accordance with the limited partnership agreement, entered its liquidation phase
on January 1, 2001 and has commenced an orderly  liquidation of the  Partnership
assets.  The Partnership will terminate on December 31, 2010,  unless terminated
earlier upon sale of all equipment or by certain other events.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of PLM Equipment Growth Fund V as
of December  31, 2000 and 1999 and the  results of its  operations  and its cash
flows for each of the years in the three-year  period ended December 31, 2000 in
conformity with accounting principles generally accepted in the United States of
America.






SAN FRANCISCO, CALIFORNIA
March 12, 2001


<PAGE>


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


                                                                                      2000                  1999
                                                                                  -----------------------------------
  <S>                                                                               <C>                  <C>
  Assets

  Equipment held for operating leases, at cost                                    $    74,849          $    102,326
  Less accumulated depreciation                                                       (58,086)              (72,847)
                                                                                  -----------------------------------
                                                                                       16,763                29,479
  Equipment held for sale                                                               1,309                    --
  -------------------------------------------------------------------------------------------------------------------
    Net equipment                                                                      18,072                29,479

  Cash and cash equivalents                                                             1,799                 4,188
  Restricted cash                                                                         445                   441
  Accounts receivable, less allowance for doubtful accounts of
      $34 in 2000 and $47 in 1999                                                       1,578                 2,187
  Investments in unconsolidated special-purpose entities                                8,189                 9,633
  Lease negotiation fees to affiliate, less accumulated
      amortization of $17 in 2000 and $64 in 1999                                           7                    53
  Debt issuance costs, less accumulated amortization
      of $110 in 2000 and $84 in 1999                                                      23                    48
  Prepaid expenses and other assets                                                        39                    54
                                                                                  -----------------------------------

        Total assets                                                              $    30,152          $     46,083
                                                                                  ===================================

  Liabilities and partners' capital

  Liabilities
  Accounts payable and accrued expenses                                           $       245          $        501
  Due to affiliates                                                                       259                   304
  Lessee deposits and reserve for repairs                                               2,728                 2,788
  Note payable                                                                          5,474                15,484
                                                                                  -----------------------------------
    Total liabilities                                                                   8,706                19,077
                                                                                  -----------------------------------

  Partners' capital
  Limited partners (limited partnership units of 9,065,911 and
        9,067,911 as of December 31, 2000 and 1999, respectively)                      21,446                27,006
  General Partner                                                                          --                    --
                                                                                  -----------------------------------
    Total partners' capital                                                            21,446                27,006
                                                                                  -----------------------------------

        Total liabilities and partners' capital                                   $    30,152          $     46,083
                                                                                  ===================================

</TABLE>










                 See accompanying notes to financial statements.

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

<TABLE>
<CAPTION>


                                                                            2000            1999           1998
                                                                         -------------------------------------------
  <S>                                                                      <C>             <C>            <C>
  Revenues

  Lease revenue                                                          $  20,918       $  20,276      $  22,911
  Interest and other income                                                    204             239            404
  Net gain on disposition of equipment                                       1,351             253            732
                                                                         -------------------------------------------
      Total revenues                                                        22,473          20,768         24,047
                                                                         -------------------------------------------

  Expenses

  Depreciation and amortization                                              8,178           9,322         11,237
  Repairs and maintenance                                                    1,781           1,535          2,291
  Equipment operating expenses                                               4,984           3,275          3,763
  Insurance expense to affiliate                                                --              --           (214)
  Other insurance expenses                                                     206             642            259
  Management fees to affiliate                                               1,013           1,027          1,133
  Interest expense                                                           1,013           1,288          1,950
  General and administrative expenses to affiliates                            776             914            974
  Other general and administrative expenses                                    879             659            593
  Loss on revaluation of equipment                                              --           2,899             --
  Provision for bad debts                                                       55              13             27
                                                                         -------------------------------------------
      Total expenses                                                        18,885          21,574         22,013
                                                                         -------------------------------------------

  Minority interests                                                            --              --             42

  Equity in net income of unconsolidated
    special-purpose entities                                                   406           2,108            294
                                                                         -------------------------------------------
  Net income                                                             $   3,994       $   1,302      $   2,370
                                                                         ===========================================

  Partners' share of net income

  Limited partners                                                       $   3,517       $     824      $   1,796
  General Partner                                                              477             478            574
                                                                         -------------------------------------------

  Total                                                                  $   3,994       $   1,302      $   2,370
                                                                         ===========================================

  Limited partners' net income per
      weighted-average limited partnership unit                          $    0.39       $    0.09      $    0.20
                                                                         ===========================================

  Cash distribution                                                      $   9,544       $   8,617      $  12,008
                                                                         ===========================================

  Cash distribution per weighted-average limited
      partnership unit                                                   $    1.00       $    0.90      $    1.26
                                                                         ===========================================

</TABLE>



                 See accompanying notes to financial statements.

                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
              For the Years Ended December 31, 2000, 1999, and 1998
                            (in thousands of dollars)

<TABLE>
<CAPTION>


                                                         Limited            General
                                                         Partners           Partner             Total
                                                       ---------------------------------------------------
<S>                                                    <C>                  <C>              <C>
    Partners' capital as of December 31, 1997          $    44,086          $    --          $   44,086

  Net income                                                 1,796              574               2,370

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

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

    Partners' capital as of December 31, 1998               34,406               --              34,406

  Net income                                                   824              478               1,302

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

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

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

  Net income                                                 3,517              477               3,994

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

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

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

</TABLE>



















                 See accompanying notes to financial statements.



<PAGE>




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

                                                                            2000            1999             1998
                                                                        ---------------------------------------------
  Operating activities
<S>                                                                      <C>             <C>            <C>
  Net income                                                             $    3,994      $    1,302     $      2,370
  Adjustments to reconcile net income to net cash
        provided by (used in) operating activities:
    Depreciation and amortization                                             8,178           9,322           11,237
    Loss on revaluation of equipment                                             --           2,899               --
    Net gain on disposition of equipment                                     (1,351)           (253)            (732)
    Equity in net income of unconsolidated
      special-purpose entities                                                 (406)         (2,108)            (294)
    Changes in operating assets and liabilities:
      Restricted cash                                                            (4)           (333)               3
      Accounts receivable, net                                                  609           1,001              158
      Prepaid expenses and other assets                                          15              27               33
      Accounts payable and accrued expenses                                    (256)            (92)          (1,244)
      Due to affiliates                                                         (45)            (35)            (138)
      Minority interest                                                          --              --           (2,637)
      Lessee deposits and reserve for repairs                                    87             338              806
                                                                        ---------------------------------------------
         Net cash provided by operating activities                           10,821          12,068            9,562
                                                                        ---------------------------------------------

  Investing activities
  Proceeds from disposition of equipment                                      7,183             860            8,717
  Payments for purchase of equipment and capitalized repairs                 (2,679)         (1,256)          (9,485)
 Distribution from liquidation of unconsolidated
    special-purpose entity                                                      --           7,354              --
 Distribution from unconsolidated special-purpose entities                   1,850             265           4,130
 Payments of acquisition fees to affiliate                                      --             (56)           (468)
 Payments of lease negotiation fees to affiliate                                --             (13)           (104)
                                                                        ---------------------------------------------
       Net cash provided by investing activities                             6,354           7,154           2,790
                                                                        ---------------------------------------------

 Financing activities
 Proceeds from short-term note payable                                          --              --           3,950
 Payments of short-term note payable                                            --              --          (3,950)
 Payments of note payable                                                  (10,010)         (8,104)         (8,412)
 Proceeds from short-term loan from affiliate                                4,500           3,200           1,981
 Payment of short-term loan to affiliate                                    (4,500)         (3,200)         (1,981)
 Cash distribution paid to General Partner                                    (477)           (478)           (574)
 Cash distribution paid to limited partners                                 (9,067)         (8,139)        (11,434)
 Purchase of limited partnership units                                         (10)            (85)            (42)
                                                                        ---------------------------------------------
       Net cash used in financing activities                               (19,564)        (16,806)        (20,462)
                                                                        ---------------------------------------------

 Net (decrease) increase in cash and cash equivalents                       (2,389)          2,414          (8,110)
 Cash and cash equivalents at beginning of year                              4,188           1,774           9,884
                                                                        ---------------------------------------------
 Cash and cash equivalents at end of year                               $    1,799      $    4,188      $    1,774
                                                                        =============================================

 Supplemental information
 Interest paid                                                          $    1,083      $    1,348      $    2,047
                                                                        =============================================
</TABLE>



                 See accompanying notes to financial statements.


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000

1.   BASIS OF PRESENTATION

ORGANIZATION

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

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

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

The General  Partner has determined  that it will not adopt a reinvestment  plan
for the  Partnership.  If the number of units made  available  for  purchase  by
limited  partners in any calendar  year exceeds the number that can be purchased
with reinvestment plan proceeds, then the Partnership may redeem up to 2% of the
outstanding  units each  year,  subject to  certain  terms and  conditions.  The
purchase price to be offered by the Partnership for these units will be equal to
110% of the unrecovered  principal  attributable  to the units.  The unrecovered
principal  for  any  unit  will  be  equal  to the  excess  of (i)  the  capital
contribution  attributable  to the unit  over  (ii) the  distributions  from any
source paid with  respect to the units.  For the years ended  December 31, 2000,
1999, and 1998, the Partnership had purchased 2,000,  13,117,  and 5,580 limited
partnership units for $10,000, $0.1 million, and $42,000, respectively.

The General  Partner has decided  that it would not purchase any units under the
redemption  plan in 2001. The General Partner may purchase  additional  units on
behalf of the Partnership in the future.

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

OPERATIONS

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




<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000

1.   BASIS OF PRESENTATION  (CONTINUED)

ACCOUNTING FOR LEASES

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

DEPRECIATION AND AMORTIZATION

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

TRANSPORTATION EQUIPMENT

In accordance with the Financial Accounting Standards Board's Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be  Disposed  Of",  the  General  Partner  reviews  the  carrying  value  of the
Partnership's  equipment at least quarterly and whenever  circumstances indicate
that the  carrying  value of an asset  may not be  recoverable  in  relation  to
expected future market conditions for the purpose of assessing recoverability of
the recorded amounts.  If projected  undiscounted future cash flows and the fair
market value of the equipment are less than the carrying value of the equipment,
a loss on  revaluation  is recorded.  Reductions of $2.9 million to the carrying
value of a marine vessel was required during 1999. No reductions to the carrying
value of equipment were required during 2000 or 1998.

Equipment held for operating leases is stated at cost less any reductions to the
carrying value as required by SFAS 121. Equipment held for sale is stated at the
lower of the equipment's  depreciated cost or fair value, less cost to sell, and
is subject to a pending contract for sale.

INVESTMENTS IN UNCONSOLIDATED SPECIAL-PURPOSE ENTITIES

The Partnership has interests in unconsolidated special-purpose entities (USPEs)
that own transportation  equipment.  These interests are accounted for using the
equity method.

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


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000

1.   BASIS OF PRESENTATION  (CONTINUED)

REPAIRS AND MAINTENANCE

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

NET INCOME AND DISTRIBUTIONS PER LIMITED PARTNERSHIP UNIT

Special  allocations  of income  are made to the  General  Partner to the extent
necessary to cause the capital account balance of the General Partner to be zero
as of the close of such year.

Cash distributions of the Partnership are generally allocated 95% to the limited
partners and 5% to the General  Partner and may include amounts in excess of net
income. The limited partners' net income is allocated among the limited partners
based on the number of limited  partnership  units owned by each limited partner
and  on  the  number  of  days  of  the  year  each  limited  partner  is in the
Partnership.

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

Cash  distributions to investors in excess of net income are considered a return
of capital.  Cash  distributions to the limited  partners of $5.5 million,  $7.3
million, and $9.6 million in 2000, 1999, and 1998, respectively,  were deemed to
be a return of capital.

Cash  distributions  related to the fourth  quarter of $1.6 million in 2000, 1.7
million in 1999, and $1.4 million in 1998, were paid during the first quarter of
2001, 2000, and 1999, respectively.

NET INCOME PER WEIGHTED-AVERAGE PARTNERSHIP UNIT

Net income per  weighted-average  Partnership  unit was computed by dividing net
income  attributable  to  limited  partners  by the  weighted-average  number of
Partnership  units  deemed  outstanding  during the year.  The  weighted-average
number of Partnership units deemed  outstanding  during the years ended December
31, 2000, 1999, and 1998, was 9,066,391, 9,071,929, and 9,082,093, respectively.

CASH AND CASH EQUIVALENTS

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


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000

1.   BASIS OF PRESENTATION  (CONTINUED)

COMPREHENSIVE INCOME

The  Partnership's  net  income is equal to  comprehensive  income for the years
ended December 31, 2000, 1999, and 1998.

RESTRICTED CASH

As of December 31, 2000 and 1999,  restricted cash  represented  lessee security
deposits held by the Partnership.

2.   GENERAL PARTNER AND TRANSACTIONS WITH AFFILIATES

An officer of PLM  Securities  Corp.,  a wholly owned  subsidiary of the General
Partner,  contributed  $100 of the  Partnership's  initial  capital.  Under  the
equipment management agreement,  IMI, subject to certain reductions,  receives a
monthly  management fee  attributable  either to owned equipment or interests in
equipment  owned by the USPEs  equal to the lesser of (i) the fees that would be
charged by an independent third party for similar services for similar equipment
or (ii) the sum of (a) 5% of the gross lease revenues  attributable to equipment
that is subject to  operating  leases,  (b) 2% of the gross lease  revenues,  as
defined in the agreement,  that is subject to full payout net leases,  or (c) 7%
of the gross lease revenues  attributable to equipment,  if any, that is subject
to per diem  leasing  arrangements  and  thus is  operated  by the  Partnership.
Partnership management fees of $0.2 million were payable as of December 31, 2000
and 1999. The Partnership's proportional share of USPE management fee expense of
$0.1  million was payable as of December  31, 2000 and 1999.  The  Partnership's
proportional share of USPE management fee expense was $0.3 million, $0.3 million
and $0.4 million during 2000,  1999,  and 1998,  respectively.  The  Partnership
reimbursed  FSI  for  data  processing  and  administrative   expenses  directly
attributable to the Partnership in the amount of $0.8 million, $0.9 million, and
$1.0 million  during  2000,  1999,  and 1998,  respectively.  The  Partnership's
proportional  share  of  USPE  data  processing  and   administrative   expenses
reimbursed to FSI was $0.1 million during 2000,  1999, and 1998.  Debt placement
fees were paid to FSI in an amount  equal to 1% of the  Partnership's  long-term
borrowings during 1991.

Transportation  Equipment  Indemnity  Company  Ltd.  (TEI),  an affiliate of the
General Partner,  which provided marine  insurance  coverage and other insurance
brokerage  services to the  Partnership  during 1998, was liquidated  during the
first  quarter of 2000.  The  Partnership  paid $0.1 million in 1998 to TEI. The
Partnership's  proportional  share of USPE marine insurance coverage paid to TEI
was $47,000  during  1998.  No premiums for owned  equipment or partially  owned
equipment  were paid to TEI during 2000 or 1999.  A  substantial  portion of any
amount  paid to TEI was then paid to  third-party  reinsurance  underwriters  or
placed in risk pools  managed by TEI on behalf of  affiliated  programs  and PLM
International,  which provide threshold  coverages on marine vessel loss of hire
and hull and machinery damage. All pooling arrangement funds are either paid out
to cover applicable  losses or refunded pro rata by TEI. Also,  during 1998, the
Partnership and the USPEs received a $0.4 million loss-of-hire  insurance refund
from TEI due to lower  claims from the  insured  Partnership  and other  insured
affiliated programs.

The  Partnership  and the USPEs paid or accrued lease  negotiation and equipment
acquisition fees of $-0- million, $0.1 million, and $0.6 million to TEC in 2000,
1999, and 1998, respectively.



<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000

2.   GENERAL PARTNER AND TRANSACTIONS WITH AFFILIATES (CONTINUED)

The Partnership owned certain equipment in conjunction with affiliated  programs
during 2000, 1999, and 1998 (see Note 4).

The Partnership borrowed a total of $4.5 million, $3.2 million, and $2.0 million
from the  General  Partner  for a period of time during  2000,  1999,  and 1998,
respectively.  The General Partner charged the Partnership market interest rates
for the time  the  loan was  outstanding.  Total  interest  paid to the  General
Partner was $0.1  million,  $15,000,  and $3,000  during 2000,  1999,  and 1998,
respectively.

The balance due to  affiliates as of December 31, 2000 includes $0.2 million due
to FSI and its affiliates for management fees and $0.1 million due to affiliated
USPEs.  The balance due to  affiliates  as of December  31, 1999  includes  $0.2
million due to FSI and its affiliates for  management  fees and data  processing
services, and $0.1 million due to affiliated USPEs.

3.       EQUIPMENT

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

           Equipment Held for Operating Leases                2000                 1999
  ------------------------------------------------------ ------------------------------------
<S>                                                      <C>                    <C>
    Aircraft                                             $     55,071           $   52,402
    Rail equipment                                             11,288               11,328
    Marine containers                                           6,245                9,075
    Trailers                                                    2,245                9,245
    Marine vessels                                                 --               20,276
                                                         ------------------------------------
                                                               74,849              102,326
    Less accumulated depreciation                             (58,086)             (72,847)
                                                         ------------------------------------
                                                               16,763               29,479
  Equipment held for sale                                       1,309                   --
                                                         ------------------------------------
      Net equipment                                      $     18,072           $   29,479
                                                         ====================================
</TABLE>

Revenues are earned under operating leases. In most cases,  lessees are invoiced
for equipment  leases on a monthly  basis.  All equipment  invoiced  monthly are
based on a fixed  rate.  The  Partnership's  marine  containers  are  leased  to
operators of  utilization-type  leasing  pools that include  equipment  owned by
unaffiliated  parties.  In such instances,  revenues received by the Partnership
consist of a specified  percentage  of revenues  generated by leasing the pooled
equipment to sublessees,  after deducting  certain direct operating  expenses of
the pooled equipment. Rental revenues for trailers are based on a per-diem lease
in the free running interchange with the railroads.  Lease revenues for trailers
that operated in rental yards owned by PLM Rental,  Inc.,  were based on a fixed
rate for a specific period of time, usually short in duration. The Partnership's
marine  vessel is leased to  various  lessees  on a voyage  charter  basis for a
specific trip.

As of December 31, 2000, all owned  equipment was on lease except for 6 railcars
with a net book value of $26,000.  As of December 31, 1999, all owned  equipment
was on lease or operating in PLM-affiliated short-term trailer rental yards.

Equipment held for operating leases is stated at cost less any reductions to the
carrying value as required by SFAS 121. During 1999,  reductions to the carrying
value of marine  vessels of $2.9 million were  required.  No  reductions  to the
carrying value were required during 2000.

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


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000

3.   EQUIPMENT (CONTINUED)

During 2000, the Partnership  purchased a hush-kit for one of the  Partnership's
McDonnell  Douglas DC-9 commercial  aircraft for $2.7 million.  During 1999, the
Partnership  purchased a hush-kit for one of the  Partnership's  Boeing  737-200
commercial aircraft for $1.3 million, including acquisition fees of $0.1 million
paid to FSI for the purchase of this equipment.  The Partnership was required to
install these hush-kits per the lease agreement for this equipment.

During 2000, the  Partnership  disposed of a marine vessel,  marine  containers,
trailers,  and railcars with an aggregate  net book value of $6.0  million,  for
$7.2  million.  Included  in the 2000 net gain on  disposition  of assets is the
unused  portion of marine vessel  drydocking of $0.1 million.  During 1999,  the
Partnership  disposed  of marine  containers,  railcars,  and  trailers  with an
aggregate net book value of $0.6 million, for $0.9 million. In addition,  during
1999, the Partnership  recorded a revaluation loss on two marine vessels of $2.9
million.

All wholly- and partially-owned equipment on lease is accounted for as operating
leases,  except for two partially owned commercial  aircraft on a finance lease.
Future minimum rentals under noncancelable  operating leases, as of December 31,
2000,  for wholly- and  partially-owned  equipment  during each of the next five
years are approximately $8.3 million in 2001, $6.5 million in 2002, $3.2 million
in 2003, $2.2 million in 2004, and $0.3 million in 2005. Per diem and short-term
rentals consisting of utilization rate lease payments included in lease revenues
amounted to  approximately  $13.9  million,  $9.2 million,  and $12.2 million in
2000, 1999, and 1998, respectively.

4.   INVESTMENTS IN UNCONSOLIDATED SPECIAL-PURPOSE ENTITIES

The Partnership owns equipment jointly with affiliated programs.

The net investments in USPEs include the following  jointly owned equipment (and
related assets and liabilities) as of December 31 (in thousands of dollars):
<TABLE>
<CAPTION>

                                                                                            2000             1999
                                                                                        --------------------------
<S>      <C>                                                                            <C>             <C>
         48% interest in an entity owning a product tanker                              $   4,961       $    5,885
         25% interest in two commercial aircraft on direct finance lease                    2,245            2,535
         50% interest in an entity owning a product tanker                                    983            1,333
         50% interest in an entity that owned a bulk carrier                                   --             (120)
                                                                                        ----------      -----------
             Net investments                                                            $   8,189       $    9,633
                                                                                        ==========      ===========
</TABLE>

As  of  December  31,  2000  and  1999,  all  jointly  owned  equipment  in  the
Partnership's USPE portfolio was on lease.

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

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

                                          2000                          1999                       1998

                                                Net Interest                  Net Interest                Net Interest
                                   Total           of            Total             of          Total         of
                                   USPEs        Partnership      USPEs        Partnership      USPEs      Partnership
                                ---------------------------   ---------------------------   ---------------------------
<S>                             <C>             <C>            <C>            <C>           <C>           <C>
            Net Investments     $    21,434     $    8,189     $   25,000     $    9,633    $    44,678   $   15,144
            Lease revenues           12,433          6,107         10,347          5,068         12,317        7,194
            Net income                1,682            406         11,039          2,108          2,151          294
</TABLE>


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000

5.   OPERATING SEGMENTS

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

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

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

                                                      Marine    Marine
                                           Aircraft  Container   Vessel   Trailer    Railcar     All
     For the Year Ended December 31, 2000  Leasing   Leasing    Leasing   Leasing    Leasing    Other(1)    Total
     ------------------------------------  -------   -------    -------   -------    -------    -----       -----
<S>                                        <C>       <C>        <C>       <C>        <C>       <C>        <C>
     Revenues
       Lease revenue                       $  8,063  $    412   $  8,123  $  1,944   $  2,376  $     --   $ 20,918
       Interest income and other                  9        --         15        --         --       180        204
       Gain on disposition of equipment          --       189         79     1,054         29        --      1,351
                                           ------------------------------------------------------------------------
         Total revenues                       8,072       601      8,217     2,998      2,405       180     22,473
                                           ------------------------------------------------------------------------

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

         Total  assets as of December  31, $ 15,860  $    946   $  7,852  $    742   $  2,891  $  1,861   $ 30,152
     2000
                                           ========================================================================
<FN>
(1) Includes  certain interest income and costs not identifiable to a particular
segment,  such  as  interest  expense  and  certain  amortization,  general  and
administrative and operations support expenses.
</FN>
</TABLE>

<TABLE>
<CAPTION>

                                                      Marine    Marine
                                           Aircraft  Container   Vessel   Trailer    Railcar     All
     For the Year Ended December 31, 1999  Leasing   Leasing    Leasing   Leasing    Leasing    Other(1)    Total
     ------------------------------------  -------   -------    -------   -------    -------    -----       -----
<S>                                        <C>       <C>        <C>       <C>        <C>       <C>        <C>
     Revenues
       Lease revenue                       $  8,162  $    699   $  6,214  $  2,727   $  2,474  $     --   $ 20,276
       Interest income and other                 59        13          6        --         28       133        239
       Gain  (loss)on disposition of             --       249         --       (16)        20        --        253
       equipment
                                           ------------------------------------------------------------------------
         Total revenues                       8,221       961      6,220     2,711      2,522       133     20,768
                                           ------------------------------------------------------------------------

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

         Total  assets as of               $ 18,690  $  1,854   $ 13,515  $  3,821   $  3,420  $  4,783   $ 46,083
         December31, 1999
                                           ========================================================================
<FN>
(1) Includes  certain interest income and costs not identifiable to a particular
segment,  such  as  interest  expense  and  certain  amortization,  general  and
administrative and operations support expenses.
</FN>
</TABLE>


<PAGE>



                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000

5.   OPERATING SEGMENTS (CONTINUED)
<TABLE>
                                                      Marine    Marine
                                           Aircraft  Container   Vessel   Trailer    Railcar     All
     For the Year Ended December 31, 1998  Leasing   Leasing    Leasing   Leasing    Leasing    Other(1)    Total
     ------------------------------------  -------   -------    -------   -------    -------    -----       -----
<S>                                        <C>       <C>        <C>       <C>        <C>       <C>        <C>
     Revenues
       Lease revenue                       $  8,903  $  1,217   $  7,478  $  2,817   $  2,496  $     --   $ 22,911
       Interest income and other                 45        11         74        --         25       249        404
       Gain  (loss) on disposition of           (82)      665         --       144          5        --        732
       equipment
                                           ------------------------------------------------------------------------
         Total revenues                       8,866     1,893      7,552     2,961      2,526       249     24,047
                                           ------------------------------------------------------------------------

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

         Total assets as of                $ 24,765  $  3,281   $ 22,112  $  4,052   $  4,060  $  3,106   $ 61,376
         December 31, 1998
                                           ========================================================================
<FN>
(1) Includes  certain interest income and costs not identifiable to a particular
segment,  such  as  interest  expense  and  certain  amortization,  general  and
administrative and operations support expenses.
</FN>
</TABLE>

6.   Geographic Information

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

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

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

                                             Owned Equipment                       Investments in USPEs
                                   -------------------------------------     ----------------------------------
                Region                 2000        1999        1998             2000        1999        1998
       --------------------------  -------------------------------------    -----------------------------------
<S>                                <C>              <C>     <C>             <C>         <C>          <C>
       United States               $    4,390       6,271   $   7,109       $       --  $       --   $      --
       Canada                           4,223       4,081       4,096               --          --          --
       South America                    3,011       3,011       3,011               --          --          --
       Caribbean                          444          --          --               --          --          --
       Mexico                             315          --          --               --          --          --
       Europe                              --          --          --               --          --         780
       Rest of the world                8,535       6,913       8,695            6,107       5,068       6,414
                                   -------------------------------------    -------------------------------------
                                   -------------------------------------    -------------------------------------
         Lease revenues            $   20,918      20,276   $  22,911       $    6,107  $    5,068   $   7,194
                                   =====================================    =====================================
</TABLE>






<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000

6.   GEOGRAPHIC INFORMATION (CONTINUED)

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

                                             Owned Equipment                     Investments in USPEs
                                   -------------------------------------  -----------------------------------
                Region                 2000        1999        1998          2000         1999        1998
       --------------------------  -------------------------------------  -----------------------------------
<S>                                <C>           <C>        <C>           <C>         <C>           <C>
       United States               $    2,089    $  1,594   $   2,199     $       --  $       (2)   $     --
       Canada                           2,504       1,599       1,555             --          --          --
       South America                      639         858        (478)            --          --          --
       Caribbean                         (606)         --          --             --          --          --
       Mexico                            (439)         --          --            384         336         407
       Europe                              --          --          --             --       1,477          39
       Rest of the world                1,255      (2,635)      1,505             22         297        (152)
                                   -------------------------------------  -------------------------------------
         Regional income (loss)         5,442       1,416       4,781            406       2,108         294
       Administrative and other        (1,854)     (2,222)     (2,705)            --          --          --
                                   -------------------------------------  -------------------------------------
         Net income (loss)         $    3,588    $   (806)  $   2,076     $      406  $    2,108    $    294
                                   =====================================  =====================================
</TABLE>

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

                                             Owned Equipment                       Investments in USPEs
                                   -------------------------------------     ----------------------------------
                Region                 2000        1999        1998             2000        1999        1998
       --------------------------  -------------------------------------    -----------------------------------
<S>                                <C>          <C>         <C>             <C>         <C>          <C>
       United States               $    4,579   $   9,287   $  11,670       $       --  $       --   $      --
       Canada                           6,047       9,641      10,467               --          --          --
       South America                    3,089       3,004       5,008               --          --          --
       Mexico                           2,334          --          --            2,245       2,535       2,772
       Europe                              --          --          --               --          --       2,059
       Rest of the world                  714       7,547      13,659            5,944       7,098      10,313
                                   -------------------------------------    ------------------------------------
                                       16,763      29,479      40,804            8,189       9,633      15,144
       Equipment held for sale          1,309          --          --               --          --          --
                                   -------------------------------------    ------------------------------------
         Net book value            $   18,072   $  29,479   $  40,804       $    8,189  $    9,633   $  15,144
                                   =====================================    ====================================
</TABLE>

7.   DEBT

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

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

The Partnership made the regularly  scheduled principal payments of $7.5 million
and $7.7  million  to the  lender  of the  senior  loan  during  2000 and  1999,
respectively,  and quarterly  interest payments at a rate of LIBOR plus 1.2% per
annum (8.0% at December 31, 2000 and 7.3% at December 31, 1999). The Partnership
also paid the lender of the senior  loan an  additional  $2.5  million  and $0.5
million from equipment sale proceeds,  as required by the loan agreement  during
2000 and 1999, respectively .

8.   CONCENTRATIONS OF CREDIT RISK

For the years  ended  December  31,  2000,  1999,  and 1998,  the  Partnership's
customers that accounted for 10% or more of the total consolidated  revenues for
the owned  equipment and partially owned equipment were Varig South America (10%
in 2000 and 1999) and Canadian Airlines International (10% in 1998).

As of December  31,  2000,  1999,  and 1998,  the General  Partner  believes the
Partnership had no other  significant  concentrations  of credit risk that could
have a material adverse effect on the Partnership.


<PAGE>


                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000


9.   INCOME TAXES

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

As of December 31, 2000, the financial  statement  carrying amount of assets and
liabilities  was  approximately  $41.8 million lower than the federal income tax
basis  of  such  assets  and  liabilities,   primarily  due  to  differences  in
depreciation  methods,  equipment reserves,  provisions for bad debts,  lessees'
prepaid  deposits,  and  the  tax  treatment  of  underwriting  commissions  and
syndication costs.

10.  CONTINGENCIES

PLM  International,  (the Company) and various of its wholly owned  subsidiaries
are  defendants  in a class  action  lawsuit  filed in January 1997 and which is
pending  in the  United  States  District  Court for the  Southern  District  of
Alabama,  Southern  Division (Civil Action No.  97-0177-BH-C)  (the court).  The
named  plaintiffs are six individuals who invested in PLM Equipment  Growth Fund
IV (Fund IV), PLM Equipment Growth Fund V (Fund V), PLM Equipment Growth Fund VI
(Fund VI), and PLM Equipment  Growth & Income Fund VII (Fund VII),  collectively
(the  Funds),  each a California  limited  partnership  for which the  Company's
wholly owned subsidiary, PLM Financial Services, Inc. (FSI), acts as the General
Partner.

The complaint  asserts  causes of action  against all  defendants  for fraud and
deceit,  suppression,  negligent  misrepresentation,  negligent and  intentional
breaches of fiduciary  duty,  unjust  enrichment,  conversion,  and  conspiracy.
Plaintiffs  allege that each  defendant  owed  plaintiffs  and the class certain
duties due to their  status as  fiduciaries,  financial  advisors,  agents,  and
control persons.  Based on these duties,  plaintiffs  assert  liability  against
defendants  for improper  sales and marketing  practices,  mismanagement  of the
Funds, and concealing such mismanagement from investors in the Funds. Plaintiffs
seek unspecified compensatory damages, as well as punitive damages.

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

In February 1999 the parties to the Koch and Romei actions  agreed to settle the
lawsuits,  with  no  admission  of  liability  by any  defendant,  and  filed  a
Stipulation  of Settlement  with the court.  The  settlement is divided into two
parts,  a  monetary  settlement  and  an  equitable  settlement.   The  monetary
settlement  provides  for  a  settlement  and  release  of  all  claims  against
defendants  in  exchange  for payment for the benefit of the class of up to $6.6
million.  The final settlement  amount will depend on the number of claims filed
by class members,  the amount of the administrative costs incurred in connection
with the  settlement,  and the amount of attorneys' fees awarded by the court to
plaintiffs'  attorneys.  The Company will pay up to $0.3 million of the monetary
settlement,  with  the  remainder  being  funded  by an  insurance  policy.  For
settlement  purposes,  the monetary  settlement class consists of all investors,
limited partners, assignees,

<PAGE>



                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000

10.      CONTINGENCIES (CONTINUED)

or unit holders who purchased or received by way of transfer or  assignment  any
units in the Funds  between  May 23,  1989 and August  30,  2000.  The  monetary
settlement,  if approved,  will go forward  regardless  of whether the equitable
settlement is approved or not.

The equitable  settlement  provides,  among other things, for: (a) the extension
(until  January 1, 2007) of the date by which FSI must complete  liquidation  of
the Funds' equipment,  (b) the extension (until December 31, 2004) of the period
during which FSI can reinvest the Funds' funds in additional  equipment,  (c) an
increase of up to 20% in the amount of front-end fees (including acquisition and
lease  negotiation  fees)  that  FSI  is  entitled  to  earn  in  excess  of the
compensatory   limitations   set   forth  in  the  North   American   Securities
Administrator's  Association's Statement of Policy; (d) a one-time repurchase by
each  of  Fund  V,  Fund  VI and  Fund  VII of up to 10% of  that  partnership's
outstanding units for 80% of net asset value per unit; and (e) the deferral of a
portion of the  management  fees paid to an  affiliate  of FSI  until,  if ever,
certain  performance  thresholds  have been met by the  Funds.  Subject to final
court  approval,  these  proposed  changes  would be made as  amendments to each
Fund's limited partnership agreement if less than 50% of the limited partners of
each Fund vote against such amendments.  The equitable  settlement also provides
for payment of additional attorneys' fees to the plaintiffs' attorneys from Fund
funds in the event, if ever, that certain  performance  thresholds have been met
by the Funds. The equitable settlement class consists of all investors,  limited
partners,  assignees  or unit  holders  who on August 30, 2000 held any units in
Fund V, Fund VI, and Fund VII, and their assigns and successors in interest.

The court  preliminarily  approved  the monetary and  equitable  settlements  in
August 2000, and information regarding each of the settlements was sent to class
members in September  2000. The monetary  settlement  remains subject to certain
conditions,  including  final  approval by the court  following a final fairness
hearing.  The  equitable  settlement  remains  subject  to  certain  conditions,
including judicial approval of the proposed amendments and final approval of the
equitable settlement by the court following a final fairness hearing.

A final fairness hearing was held on November 29, 2000 and the parties await the
court's  decision.  The Company continues to believe that the allegations of the
Koch and Romei actions are  completely  without merit and intends to continue to
defend this matter vigorously if the monetary settlement is not consummated.

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


<PAGE>



                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000

11.  QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

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

                                          March             June            September         December
                                           31,               30,               30,               31,              Total
                                     -----------------------------------------------------------------------------------------
<S>                                    <C>            <C>               <C>               <C>               <C>
           Operating results:
             Total revenues            $      5,770   $         6,012   $         6,394   $         4,297   $        22,473
             Net income                         667             1,526             1,592               209             3,994

           Per weighted-average limited partnership unit:

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


The following is a summary of the quarterly  results of operations for the years
ended December 31, 1999 (in thousands of dollars,  except  weighted-average unit
amounts):
<TABLE>
<CAPTION>

                                          March             June            September         December
                                           31,               30,               30,               31,              Total
                                     -----------------------------------------------------------------------------------------
<S>                                    <C>            <C>               <C>               <C>               <C>
           Operating results:
             Total revenues            $      4,939   $         5,461   $         5,208   $         5,160   $        20,768
             Net income (loss)                2,095               758              (200)           (1,351)            1,302

           Per weighted-average limited partnership unit:

               Net income (loss)       $       0.22   $          0.07   $         (0.04)  $         (0.16)  $          0.09
</TABLE>


12.  SUBSEQUENT EVENTS

During February 2001, the Partnership sold a marine vessel with a net book value
of $1.3 million for $2.6 million which was held for sale at December 31, 2000.

In  February  2001,  PLM  International,  the  parent  of the  General  Partner,
announced that MILPI Acquisition  Corp.  (MILPI) completed its cash tender offer
for the  outstanding  common  stock of PLM  International.  To date,  MILPI  has
acquired  83%  of  the  common  shares  outstanding.  MILPI  will  complete  its
acquisition of PLM International by effecting a merger of PLM International into
MILPI under  Delaware  law. The merger is expected to be  completed  after MILPI
obtains approval of the merger by PLM International's shareholders pursuant to a
special shareholders' meeting which is expected to be held during the first half
of 2001.



<PAGE>


                           PLM EQUIPMENT GROWTH FUND V

                                INDEX OF EXHIBITS



  Exhibit                                                                  Page

     4.   Limited Partnership Agreement of Partnership.                      *

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

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

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

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

    24.   Powers of Attorney.                                              46-48

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

    99.1  Montgomery Partnership.                                          49-58

    99.2  TAP Trust.                                                       59-67


* Incorporated by reference. See page 25 of this report.