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 0-28376
                             -----------------------



               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
             (Exact name of registrant as specified in its charter)


                Delaware                                   94-3209289
     (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 executive offices)                  (Zip code)


        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 at page 24.

Total number of pages in this report: 93.






                                     PART I
ITEM 1.  BUSINESS

(A)  Background

In  August  1994,  PLM  Financial  Services,   Inc.  (FSI  or  the  Manager),  a
wholly-owned subsidiary of PLM International, Inc. (PLMI International or PLMI),
filed a  Registration  Statement  on Form S-1 with the  Securities  and Exchange
Commission  with respect to a proposed  offering of 5,000,000 Class A units (the
units) in Professional Lease Management Income Fund I, L.L.C. (Fund), a Delaware
Limited  Liability  Company (the Fund).  The Fund's offering became effective on
January 23, 1995. The Fund 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 Fund's primary objectives are:

     (1) to invest in a  diversified  portfolio  of  low-obsolescence  equipment
having long lives and high residual values,  at prices that the Manager believes
to be below inherent values,  and to place the equipment on lease or under other
contractual  arrangements with creditworthy  lessees and operators of equipment.
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 cash distributions, which may be substantially tax-deferred
(i.e.,  distributions that are not subject to current taxation) during the early
years of the Fund.

     (3) to create a significant  degree of safety  relative to other  equipment
leasing investments through the purchase of a diversified  equipment  portfolio.
This  diversification  reduces the  exposure to market  fluctuations  in any one
sector. The purchase of used, long-lived,  low-obsolescence equipment, typically
at prices that are substantially  below the cost of new equipment,  also reduces
the  impact  of  economic  depreciation  and  can  create  the  opportunity  for
appreciation  in certain  market  situations,  where supply and demand return to
balance from oversupply conditions.

     (4) to increase  the Fund's  revenue base by  reinvesting  a portion of its
operating  cash flow in additional  equipment  during the first six years of the
Fund's operation,  which ends on December 31, 2002, in order to grow the size of
its portfolio.  Since net income and  distributions are affected by a variety of
factors,  including purchase prices, lease rates, and costs and expenses, growth
in the size of the Fund's  portfolio does not  necessarily  mean that the Fund's
aggregate net income and  distributions  will increase upon the  reinvestment of
operating cash flow.

The  offering of units of the Fund closed on May 13,  1996.  As of December  31,
2000, there were 4,971,311 units outstanding.  The Manager  contributed $100 for
its  Class B  Member  interest  in the  Fund.  The  Manager  paid out of its own
corporate  funds (as a capital  contribution to the Fund) all  organization  and
syndication expenses incurred in connection with the offering;  therefore,  100%
of the net cash  proceeds  received  by the Fund  from the sale of Class A Units
were used to purchase equipment and establish any required cash reserves.

Beginning in the Fund's seventh year of operation,  which  commences  January 1,
2003, the Manager will stop  reinvesting  cash flow and surplus  funds,  if any,
less reasonable reserves, which will be distributed to the partners. Between the
eighth  and  tenth  years of  operations,  the  Manager  intends  to  begin  its
dissolution and liquidation of the Fund in an orderly  fashion,  unless the Fund
is  terminated  earlier upon sale of all of the  equipment  or by certain  other
events.  However,  under  certain  circumstances,  the  term of the  Fund may be
extended, although in no event will the Fund extend beyond December 31, 2010.





Table 1, below,  lists the  equipment  and the original cost of equipment in the
Fund's portfolio,  equipment held for sale, and the original 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>
  13,835   Marine containers                           Various                                      $        27,816
      84   Refrigerated marine containers              Various                                                1,344
       4   737-200A stage II commercial
              aircraft                                 Boeing                                                20,605
     348   Pressurized tank railcars                   Various                                                9,267
      97   Covered hopper railcars                     Various                                                5,281
     246   Box railcars                                Various                                                4,972
       1   Oil tanker marine vessel                    Hyundai                                               17,000
     441   Piggyback trailers                          Various                                                6,636
                                                                                                    -------------------
               Total owned equipment held for operating leases                                              92,921

Owned equipment held for sale:

       1   Anchor-handling supply vessel               Moss Point Marine                                     8,500

                                                                                                    -------------------
               Total owned equipment                                                                $      101,421 (1)
                                                                                                    ===================


Investments in unconsolidated special-purpose entities:




    0.50   Trust owning an MD-82
             stage III commercial aircraft             McDonnell Douglas                            $        7,775 (2)
    0.50   Trust owning an MD-82
             stage III commercial aircraft             McDonnell Douglas                                     6,825 (2)
    0.50   Container cargo feeder vessel               O. C. Staalskibsvaerft A/F                            3,836 (2)
                                                                                                    -------------------
               Total investments in unconsolidated special-purpose entities                         $       18,436 (1)
                                                                                                    ===================
<FN>
(1)  Includes equipment and investments purchased with the proceeds from capital
     contributions,   undistributed   cash  flow  from   operations,   and  Fund
     borrowings. Includes costs capitalized subsequent to the date of purchase.

(2)  Jointly owned by the Fund and an affiliated program.
</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.  Some of the  Fund'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 Fund 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. The remaining Fund marine containers
are based on a fixed rate. 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:  Amoco Canada Petroleum Co., Ltd., Norfolk
Southern,  Varig South America,  Trans World Airlines,  Capital Lease, Ltd., and
Tosco Refining Company.







(B)  Management of Fund Equipment

The Fund has entered into an equipment  management agreement with PLM Investment
Management,  Inc. (IMI), a wholly-owned subsidiary of FSI, for the management of
the  Fund's  equipment.   The  Fund's  management   agreement  with  IMI  is  to
co-terminate with the dissolution of the Fund unless the Class A Members vote to
terminate the agreement prior to that date, or at the discretion of the Manager.
IMI has agreed to perform all  services  necessary  to manage the  equipment  on
behalf  of the  Fund and to  perform  or  contract  for the  performance  of all
obligations  of the lessor under the Fund's  leases.  In  consideration  for its
services and pursuant to the Operating  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 by or invested in the Fund 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 Fund's purchase
price of the  equipment.  The  short to  mid-term  nature  of  operating  leases
generally command 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 Fund  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 Fund
offers,  or larger  competitors with a lower cost of capital may offer operating
leases at lower rates, which may put the Fund at a competitive disadvantage.

(2)  Manufacturers and Equipment Lessors

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

The Fund also competes with many equipment  lessors,  including ACF  Industries,
Inc.  (Shippers Car Line Division),  GATX Corporation,  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  Fund  currently  operates  in  the  following  operating  segments:  marine
containers leasing,  commercial aircraft leasing, railcar leasing, marine vessel
leasing, and intermodal trailer 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 Fund's  equipment  and
investments are used to transport materials and commodities, rather than people.

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

(1)  Marine Containers

In 2000, the Fund continued to take advantage of competitively priced new marine
container  prices  by  adding to its  fleet.  The Fund has been able to  acquire
standard  dry  20-foot  containers  in the  $1,500  to $1,600  range per  marine
container;  several years ago,  similar  equipment was being sold in the $2,000+
range. The primary reason for this reduction in price relates to excess capacity
with Chinese  manufacturers,  whose factories  represent,  in the aggregate,  in
excess of 90% of the worldwide  container  building  capacity,  and  competitive
pricing  decisions  being made on their part,  with the apparent  support of the
Chinese government, in a desire to keep their factories operating.

Demand for marine  containers  is closely  associated  with the overall level of
world trade and in particular, exports of manufactured goods from the Far East.

(2)  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% 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 Fund owns 50% of two Stage III-compliant aircraft
and four Stage II  aircraft,  the latter of which are  operating  outside of the
United States and thus are not subject to Stage III environmental  restrictions.
All of these aircraft remained on lease during 2000 and were not impacted by the
changes in market conditions described above.

(3)  Railcars

(a)  Pressurized Tank Railcars

Pressurized  tank cars are used to transport  liquefied  petroleum  gas (natural
gas) and anhydrous  ammonia  (fertilizer).  The United States (U.S.) markets for
natural  gas are  industrial  applications  (46% of  estimated  demand in 2000),
residential use (21%),  electrical  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 chemicals 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 Fund 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)  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,  2000  carloadings  of grain  products  decreased  2%
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.

(c)  Box Railcars

Boxcars are primarily used to transport paper and paper products. Carloadings of
paper products in North America  increased 1% in 2000 compared to 1999. Over the
2001-04 period the U.S.  paper and paperboard  mills sector should see shipments
increase  about 2%  annually.  These  increases  are  expected to come from both
domestic and international sources.

Approximately 50 of the Fund's boxcars are off-lease.  These cars have a smaller
load capacity than those  currently in demand for paper service.  Depending upon
the market for these cars over the coming months,  they will either be leased to
another lessee or sold.

(4)  Marine Vessels

The Fund owns or has  investments in oil tankers and container  vessels,  all of
which  operate in  international  markets  carrying a variety of  commodity-type
cargoes.  Demand  for  commodity-based  shipping  is closely  tied to  worldwide
economic growth  patterns,  which can affect demand by causing changes in volume
on trade routes. The Manager operates the Fund's vessels through spot and period
charters,  an approach  that  provides  the  flexibility  to adapt to changes in
market conditions.

(a) Oil Tanker Vessel

The Fund owns a small to medium-size  oil tanker that operates in  international
markets  carrying  crude oil  cargoes.  Demand  for crude oil  shipping  closely
follows  worldwide  economic growth patterns,  which can alter demand by causing
changes in volumes on trade  routes.  The  Manager  operates  the Fund's  marine
vessel  through  spot  and  period  charters,  an  approach  that  provides  the
flexibility to adapt to changes in market conditions.

The market for oil tankers improved throughout 2000, with dramatic  improvements
experienced in the fourth quarter that is expected to continue strong throughout
2001.  The  strength in the  charter  market for  tankers is  generally  tied to
overall economic activity and the demand for petroleum products.

(b) Container Feeder Vessels

Container  vessels are used to  transport  cargo that is shipped in  containers.
When these marine  vessels move  containers  from small  outlying  ports to main
transportation  hubs  serviced by regularly  scheduled  ocean  liners,  they are
called container feeder vessels.

During 2000, the Fund's 400 equivalent unit container ship performed poorly. The
market for marine  vessels of this size continued to be very difficult as it had
been in 1999. The market for  significantly  larger  container ships did improve
during 2000, but there was no  corresponding  improvement  in the  smaller-sized
ship such as the Fund owns. In an attempt to improve Fund  returns,  both from a
revenue perspective and ultimate sale of these assets,  during the year charters
were signed with a Far East lessee,  and the vessels were  repositioned from the
Atlantic, where they had been operating primarily on the spot market, to the Far
East. This move has been successful in that the Fund has seen reliable  earnings
from this charter.

(5)  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 Manager further expanded its marketing  program to attract new customers for
the Fund's  intermodal  trailers during 2000.  Even with these efforts,  average
utilization for the Fund's  intermodal  trailers for the year 2000 dropped 1% to
approximately 82%, 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 Fund's intermodal fleet, the Manager 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.

(E)  Government Regulations

The use,  maintenance,  and  ownership  of equipment  are  regulated by federal,
state,  local and/or foreign  governmental  authorities.  Such  regulations  may
impose  restrictions and financial burdens on the Fund's ownership and operation
of  equipment.  Changes  in  government  regulations,   industry  standards,  or
deregulation  may also  affect  the  ownership,  operation,  and  resale  of the
equipment.  Substantial  portions of the Fund's  equipment  portfolio are either
registered or operated internationally. Such equipment may be subject to adverse
political,  governmental,  or legal actions, including the risk of expropriation
or loss arising from hostilities.  Certain of the Fund'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 Fund. Such regulations include:

     (1) the U.S. Oil Pollution  Act of 1990,  which  established  liability for
     operators and owners of vessels that create environmental  pollution.  This
     regulation has resulted in higher oil pollution  liability  insurance.  The
     lessee of the equipment typically  reimburses the Fund 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 Fund has four Stage II  aircraft
     that do not meet Stage III requirements.  The cost to install a hush kit to
     meet  quieter  Stage  III  requirements  is  approximately   $2.0  million,
     depending on the type of aircraft. The Fund's aircraft will remain with the
     current  lessee,  which  operates in a country  that does not require  this
     regulation.

     (3) the Montreal  Protocol on  Substances  that Deplete the Ozone Layer and
     the United  States  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 that are used  extensively as  refrigerants in refrigerated
     marine containers.

     (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 Fund'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 Fund currently owns 203 non-jacketed  tank railcars
     and 145 jacketed  tank  railcars of which a total of 3 tank  railcars  have
     been inspected to date and no defects have been discovered.

As of December 31, 2000, the Fund 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 Fund neither owns nor leases any properties  other than the equipment it has
purchased or interests in entities which own equipment for leasing purposes.  As
of December 31, 2000, the Fund owned a portfolio of  transportation  and related
equipment and investments in equipment owned by  unconsolidated  special-purpose
entities (USPEs),  as described in Item I, Table 1. The Fund acquired  equipment
with the  proceeds  of the Fund  offering  of $100.0  million,  proceeds of debt
financing of $25.0  million,  and by reinvesting a portion of its operating cash
flow in additional equipment.

The Fund  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 Fund.

ITEM 3.  LEGAL PROCEEDINGS

None.

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

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














                      (This space intentionally left blank)






                                     PART II

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

Pursuant  to the terms of the  operating  agreement,  the  Manager is  generally
entitled  to  a  1%  interest  in  the  profits  and  losses  and  15%  of  cash
distributions.  The Manager will be specially  allocated  (i) 100% of the Fund's
organizational and offering cost amortization  expenses and (ii) income equal to
the excess of cash distribution over the Manager`s 1% share of net profits.  The
effect on the Class A  Members  of this  special  income  allocation  will be to
increase  the net loss or  decrease  the net  profits  allocable  to the Class A
Members by an equal amount. After the investors receive cash distributions equal
to their  original  capital  contributions  the  Manager's  interest in the cash
distributions  of the Fund will  increase to 25%. The Manager is the sole holder
of such  interests.  The  remaining  interests  in the  profits  and  losses and
distributions  of the Fund are  owned as of  December  31,  2000,  by the  5,004
holders of Units in the Fund.

There are  several  secondary  markets in which Class A units  trade.  Secondary
markets are characterized as having few buyers for Class A units and, therefore,
are generally viewed as inefficient  vehicles for the sale of units.  Presently,
there is no public  market  for the units  and none is  likely  to  develop.  To
prevent  the units from being  considered  publicly  traded and thereby to avoid
taxation  of the Fund as an  association  treated  as a  corporation  under  the
Internal Revenue Code, the units will not be transferable without the consent of
the  Manager,  which may be withheld  in its  absolute  discretion.  The Manager
intends to monitor  transfers  of units in an effort to ensure  that they do not
exceed the percentage or number permitted by certain safe harbors promulgated by
the  Internal  Revenue  Service.  A transfer may be  prohibited  if the intended
transferee is not an 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 Fund may redeem a certain  number of units each year under the terms
of the  Fund's  operating  agreement.  The  purchase  price paid by the Fund for
outstanding  Class A Units upon  redemption  will be equal to 105% of the amount
Class  A  Members  paid  for  the  Class  A  Units,  less  the  amount  of  cash
distributions  Class A Members have received relating to such Class A Units. The
price may not bear any  relationship to the fair market value of a Class A Unit.
As of December 31,  2000,  the Fund has  purchased a cumulative  total of 28,270
Class A units for a cost of $0.4  million.  The Manager has decided that it will
not purchase any Class A units under the terms of the Fund's operating agreement
in 2001. The Manager may purchase additional Class A units on behalf of the Fund
in the future.





ITEM 6.    SELECTED FINANCIAL DATA

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

                                     TABLE 2

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

<TABLE>
<CAPTION>

                                                        2000          1999          1998         1997            1996
                                                   ------------------------------------------------------------------------

      Operating results:
<S>                                                <C>           <C>           <C>          <C>             <C>
        Total revenues                             $    27,988   $   26,483    $   28,301   $    22,920     $   11,295
        Net gain on disposition of
          equipment                                      3,956           23         2,759         1,682             --
        Equity in net income (loss) of
          unconsolidated special-purpose
          entities                                        (176)       1,761         2,390         1,453           (256)
        Net income (loss)                                4,821       (2,401)        4,316        (2,052)        (2,392)

      At year-end:
        Total assets                               $    71,683   $   80,533    $   99,635   $   108,524     $   87,755
        Total liabilities                               28,013       29,935        28,905        29,337          1,466
        Note payable                                    22,000       25,000        25,000        25,000             --

      Cash distribution                            $    11,701   $   11,690    $   11,765   $    11,763     $    9,832

      Cash distribution representing
         a return of capital to Class A members    $     6,880   $    9,930    $    7,405   $     9,998     $    8,471

      Per weighted-average Class A unit:

      Net income (loss)                            $      0.62 (1)    (0.81)(1)$     0.52(1)$     (0.75)(1) $        *

      Cash distribution                            $      2.00   $     1.99    $     2.00   $      2.00     $        *

      Cash distribution representing a return
        of capital to Class A members              $      1.38   $     1.99    $     1.48   $      2.00     $        *
<FN>

*  Various, according to interim closings

(1)After reduction of income of $1.7 million ($0.34 per weighted-average Class A
   unit) in 2000,  $1.7  million  ($0.33 per  weighted-average  Class A unit) in
   1999,  $1.6 million  ($0.33 per  weighted-average  Class A unit) in 1998, and
   $1.8 million ($0.35 per weighted-average Class A unit) in 1997,  representing
   special  allocations  to the  Manager  (see Note 1 to the  audited  financial
   statements).
</FN>
</TABLE>




                      (This space intentionally left blank)











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 Professional Lease Management
Income Fund I, L.L.C.  (the Fund).  The  following  discussion  and  analysis of
operations  focuses  on the  performance  of the  Fund's  equipment  in  various
segments in which it  operates  and its effect on the Fund'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 Fund'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 the Fund's equipment include,  but are not limited to, supply and demand for
similar or comparable types of transport capacity, desirability of the equipment
in the leasing market,  market conditions for the particular industry segment in
which the equipment is to be leased,  overall economic  conditions,  and various
regulations  concerning the use of the equipment.  Equipment that is idle or out
of  service  between  the  expiration  of one  lease  and  the  assumption  of a
subsequent lease can result in a reduction of contribution to the Fund. The Fund
experienced  re-leasing or repricing activity in 2000, primarily in its trailer,
marine container, marine vessel and railcar portfolios.

(a) Trailers:  The Fund'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 Fund's trailers were lower in 2000
when compared to 1999 due to the sale of 39% of the Fund's trailers during 2000.

(b)  Marine  containers:  Some of the  Fund's  marine  containers  are leased to
operators of utilization-type  leasing pools and, as such, are highly exposed to
repricing  activity.  The  increase  in marine  container  contribution  in 2000
compared  to  1999  was  due to  equipment  purchases.  Market  conditions  were
relatively constant during 2000.

(c) Marine  vessels:  Certain of the Fund's marine vessels (wholly and partially
owned) operated in the time charter markets  throughout  2000. Time charters are
of a short  duration  (such as a single  voyage of 10 - 45  days),  or may be of
extended  duration (as much as three years) in weaker  markets.  Short  duration
charters are the dominant forms of contract.

(d) 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 Fund as existing  leases expire and
renewal leases are negotiated.

(2)  Equipment Liquidations

Liquidation of Fund equipment and investments in unconsolidated  special-purpose
entities (USPEs),  unless accompanied by an immediate  replacement of additional
equipment earning similar rates (see  Reinvestment  Risk,  below),  represents a
reduction in the size of the  equipment  portfolio and may result in a reduction
of contribution to the Fund.

During  2000,  the Fund  received  proceeds  of $16.8  million  from the sale of
trailers,  railcars and marine vessels.  The Fund also received  additional sale
proceeds of $0.2 million from the sale of its interest in an entity that owned a
mobile offshore drilling unit during 1999.

(3)  Nonperforming Lessees

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

Trans World Airlines  (TWA), a current lessee,  filed for bankruptcy  protection
under Chapter 11 in January 2001. As of December 31, 2000,  TWA had unpaid lease
payments to the Fund outstanding  totaling $0.1 million.  American Airlines (AA)
has proposed an  acquisition  of TWA that is being reviewed by the United States
Justice  Department.  The  Manager  has  accepted an offer from AA to extend the
existing leases up to 84 months contingent upon the AA's acquisition of TWA at a
significantly reduced monthly rate.

(4)  Reinvestment Risk

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

During the first six years of operations  which ends December 31, 2002, the Fund
intends to  increase  its  equipment  portfolio  by  investing  surplus  cash in
additional  equipment  after  fulfilling   operating   requirements  and  paying
distributions to the Members.  Subsequent to the end of the reinvestment period,
the Fund will  continue  to operate  for an  additional  two years but will stop
reinvesting cash flow and surplus funds, then begin an orderly  liquidation over
an anticipated two-year period.

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

During 2000, the Fund acquired marine  containers for $19.2 million and trailers
for $0.2 million.

(5)  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 Manager reviews the carrying value of the Fund'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 undiscounted projected future cash flows and fair value
are less than the carrying  value of the  equipment,  a loss on  revaluation  is
recorded. Reductions of $3.9 million to the carrying value of two marine vessels
were required  during 1999.  Reductions of $1.0 million to the carrying value of
partially owned equipment were required during 1998. No reductions were required
to the carrying value of equipment during 2000.

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

The Manager  purchased the Fund's  equipment  portfolio with capital raised from
its initial  equity  offering of $100.0  million and permanent debt financing of
$25.0  million.  No  further  capital  contributions  from  Class A Members  are
permitted under the terms of the Fund's operating agreement.  The Fund relies on
operating cash flow to meet its operating  obligations,  make cash distributions
to Members, and increase the Fund's equipment  portfolio.  The total outstanding
debt, currently $22.0 million,  can be increased with short-term  borrowings not
to exceed the lesser of $10.0 million or 50% of the aggregate  principal  amount
of the Notes outstanding at the time and the total aggregate debt can not exceed
$25.0 million.

For the year ended  December  31,  2000,  the Fund  generated  $16.9  million in
operating cash (net cash provided by operating  activities  and  non-liquidating
cash  distributions  from  USPEs)  to meet its  operating  obligations  and make
distributions of $11.7 million to the Members.

During the year ended December 31, 2000, the Fund  purchased  marine  containers
and trailers for a total cost of $19.5 million.

Restricted  cash  increased  $0.4 million  during 2000 due to security  deposits
received from a marine  container  lessee totaling $0.2 million and $0.1 million
increase in an existing security deposit from an existing current lessee.

Accounts receivable increased $0.3 million during 2000 due to an accrual of $0.7
million for an insurance claim offset, in part, by $0.4 million in the timing of
cash receipts and the  reduction in lease  revenues.  A similar  accrual was not
required on December 31, 1999.

Investments in USPEs  decreased $2.6 million due to cash  distributions  of $2.2
million to the Fund from  USPEs,  liquidation  proceeds  of $0.2  million to the
Fund,  and a $0.2  million  loss  that was  recorded  from the  programs  equity
interests in USPEs for the year 2000.

Accounts  payable  increased  $0.1  million  during  2000 due to the  accrual of
commission due from the sale of two marine  vessels.  A similar  accrual was not
required on December 31, 1999.

Due to affiliates  increased $0.3 million during 2000 due to an increase of $0.3
million due to an affiliated USPE for engine reserves.

Lessee  deposits and reserve for repairs  increased $0.7 million during the year
2000 due to the following:

     (i) Lessee  security  deposits  increased  $0.4  million due to  additional
deposits.

     (ii)Reserves  for engine  repairs  increased $0.6 million due to additional
deposits.

     (iii)Marine vessel  dry-docking  reserves decreased $0.4 million due to the
transfer of $0.5 million unused dry-docking  reserves to gain on sale and by the
payment  of $0.3  million  for  dry-docking.  The  decreases  in  marine  vessel
dry-docking  was partially  offset by an increase in the accrual for dry-docking
reserves of $0.6 million.

The Fund made the required  annual debt payment of $3.0 million to the lender of
the note payable during 2000.

The Fund has a remaining  outstanding  balance of $22.0 million in note payable.
The loan was funded in March  1997.  The note bears  interest at a fixed rate of
7.33%  per  annum  and has a final  maturity  in 2006.  Interest  on the note is
payable semi-annually.  The remainder of the note payable will be repaid in four
principal  payments of $3.0 million on December 31, 2001,  2002,  2003, and 2004
and two principal  payments of $5.0 million on December 31, 2005,  and 2006. The
agreement requires the Fund to maintain certain financial covenants.

The Fund's warehouse  facility,  which was shared with PLM Equipment Growth Fund
VI, PLM Equipment Growth & Income Fund VII, and TEC Acquisub,  Inc., an indirect
wholly-owned  subsidiary  of the  Manager,  expired on September  30, 2000.  The
Manager is currently negotiating with a new lender for a $15.0 million warehouse
credit  facility with similar  terms as the facility  that expired.  The Manager
believes the facility will be completed during the first half of 2001.

Pursuant  to the  terms of the  operating  agreement,  beginning  in the  fourth
quarter of 1998, the Fund may, at the sole discretion of the Manager,  redeem up
to 2% of the outstanding Class A units each year. The purchase price paid by the
Fund for outstanding  Class A Units upon redemption will be equal to 105% of the
amount  Class A  Members  paid for the  Class A Units,  less the  amount of cash
distributions  Class A Members have received relating to such Class A Units. The
price may not bear any  relationship to the fair market value of a Class A Unit.
The Manager has decided  that it will not  purchase  any Class A units under the
terms of the Fund's  operating  agreement  in 2001.  The  Manager  may  purchase
additional Class A units on behalf of the Fund in the future.

The  Manager  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 Detail Comparison

In September 1999, PLM Financial  Services,  Inc. (FSI or the Manager),  amended
the  corporate-by-laws  of USPEs in which the Fund, or any  affiliated  program,
owned an interest  greater  than 50%.  The  amendment  to the  corporate-by-laws
provided that all decisions  regarding the  acquisition  and  disposition of the
investment as well as other  significant  business  decisions of that investment
would  be  permitted  only  upon  unanimous  consent  of the  Fund  and  all the
affiliated programs that have an ownership in the investment (the Amendment). As
such, although the Fund may own a majority interest in a USPE, the Fund does not
control its  management  and thus the equity method of  accounting  will be used
after adoption of the Amendment.  As a result of the Amendment,  as of September
30,  1999,  all  jointly  owned  equipment  in which the Fund  owned a  majority
interest,  which had been  consolidated,  were  reclassified  to  investments in
USPEs.  Lease revenues and direct  expenses for jointly owned equipment in which
the Fund held a majority interest were reported under the  consolidation  method
of accounting  during the nine months ended September 30, 1999 and were included
with the owned  equipment  operations.  For the three months ended  December 31,
1999 and twelve  months  ended  December  31,  2000,  lease  revenues and direct
expenses for these  entities are reported  under the equity method of accounting
and are included with the operations of the USPEs.

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

(a)  Owned Equipment Operations

Lease  revenues  less  direct  expenses  (defined  as  repair  and  maintenance,
equipment operating,  and asset-specific  insurance expenses) on owned equipment
decreased  during the year ended  December 31, 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 more indirect in nature, not a result of
operations but more 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
                                                  ----------------------------

  Marine containers                               $  4,095          $ 1,326
  Aircraft                                           4,022            4,028
  Marine vessels                                     3,914            4,990
  Railcars                                           3,043            3,179
  Trailers                                           2,587            2,976
  Mobile offshore drilling unit                         --            3,494

Marine containers: Marine container lease revenues and direct expenses were $4.1
million  and  $18,000,  respectively,  for the year  ended  December  31,  2000,
compared  to lease  revenues  of $1.3  million  during the same  period of 1999.
Marine  container  contribution  increased in the year ended  December 31, 2000,
compared to the same period of 1999 due to the  purchase  of  additional  marine
containers in 1999 and 2000.

Aircraft:  Aircraft  lease  revenues and direct  expenses  were $4.1 million and
$35,000,  respectively,  for the year ended December 31, 2000,  compared to $4.1
million and  $29,000,  respectively,  during the same  period of 1999.  Aircraft
contribution  remained  approximately  the  same  due  to the  stability  of the
aircraft fleet.

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $7.6
million and $3.7 million,  respectively,  for the year ended  December 31, 2000,
compared to $9.5 million and $4.5 million, respectively,  during the same period
of 1999.  Lease revenue  decreased  $0.8 million in the year ended  December 31,
2000 compared to the same period in 1999 due to lower  re-lease rates for one of
the Fund's anchor  handling supply marine  vessels.  In addition,  lease revenue
decreased $1.9 million due to another anchor handling supply marine vessel being
off-lease  nine months of 2000 compared to the year ended December 31, 1999 when
the marine  vessel  was on lease for the entire  year.  The  decreases  in lease
revenue from these marine vessels were offset,  in part, by an increase in lease
revenue of $0.7 million  during the year ended December 31, 2000 compared to the
same period in 1999 due to higher  re-lease  rates for the Fund's bulk  carrier,
which was sold during  2000,  and oil tanker  marine  vessels.  Direct  expenses
decreased $0.8 million primarily due to lower operating  expenses for one of the
Fund's marine  vessels in the year ended  December 31, 2000 compared to the same
period in 1999.

Railcars:  Railcar lease revenues and direct expenses were $3.7 million and $0.6
million,  respectively,  for the year ended December 31, 2000,  compared to $3.8
million and $0.6  million,  respectively,  during the same  period of 1999.  The
decrease in railcar  lease  revenues of $0.2 million was  primarily due to lower
re-lease rates earned on railcars whose leases expired during 2000.

Trailers:  Trailer lease revenues and direct expenses were $3.5 million and $0.9
million,  respectively,  for the year ended December 31, 2000,  compared to $3.9
million and $0.9  million,  respectively,  during the same  period of 1999.  The
decrease  in  trailer  contribution  was due to the  sale  of 39% of the  Fund's
trailers during 2000.

Mobile  offshore  drilling  unit:  Mobile  offshore  drilling  unit revenues and
expenses  were $3.6 million and $0.1 million,  respectively,  for the year ended
December 31, 1999.  The September 30, 1999 Amendment that changed the accounting
method of majority held equipment from the consolidation method of accounting to
the equity  method of accounting  impacted the  reporting of lease  revenues and
direct expenses of the mobile offshore drilling unit.

(b)   Interest and Other Income

Interest and other income  increased $0.7 million during the year ended December
31, 2000 due to an  insurance  claim of $0.7 million for one of the Fund's owned
marine vessels. A similar insurance claim was not required during 1999.

(c)  Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses of $17.7 million for the year ended  December 31, 2000
decreased from $23.7 million for the same period in 1999.  Significant variances
are explained as follows:

     (i) A loss on  revaluation  of $3.9  million was  required  during the year
ended  December 31, 1999 to reduce the carrying  value of two marine  vessels to
their  estimated  fair market value.  No  revaluation  of equipment was required
during 2000.

     (ii)A $2.0 million decrease in depreciation and amortization  expenses from
1999  levels  resulted  from  a $1.2  million  decrease  due  to the  use of the
double-declining   balance   depreciation   method  which   results  in  greater
depreciation  the first  years an asset is owned,  a  decrease  of $1.2  million
resulting from the sale of equipment, and a $1.7 million decrease as a result of
the  Amendment  which  changed  the  accounting  method used for  majority  held
equipment  from the  consolidation  method of accounting to the equity method of
accounting. These decreases were partially offset by an increase of $2.1 million
in depreciation expense from the purchase of equipment during 1999 and 2000.

     (iii) A $0.2 million  decrease in  management  fees to affiliate was due to
lower lease revenues on owned equipment in 2000 compared to 1999.

     (iv)A $0.1 million increase in general and administrative  expenses was due
to a $0.1 million  increase in costs  associated with the transition of trailers
into and the operation of three new PLM  short-term  trailer  rental  facilities
during the year ended  December  31,  2000 when  compared  to the same period in
1999.

(d)  Minority Interest

Minority  interest expense  decreased $0.6 million due to the September 30, 1999
Amendment that changed the accounting method of majority held equipment from the
consolidation method of accounting to the equity method of accounting.


(e)  Net Gain on Disposition of Owned Equipment

The net gain on  disposition  of equipment for the year ended  December 31, 2000
totaled $4.0 million which  resulted from the sale of marine  vessels,  trailers
and railcars  with an aggregate net book value of $13.3  million,  for aggregate
proceeds  of $16.7  million.  Included  in the 2000 net gain on  disposition  of
assets is the  unused  portion of marine  vessel  dry-docking  reserves  of $0.5
million.  Net gain on  disposition  of equipment for the year ended December 31,
1999 totaled  $23,000 which resulted from the sale of railcars and trailers with
an aggregate net book value of $0.1 million, for proceeds of $0.2 million.

(f)  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 is shown in the following  table by equipment  type
(in thousands of dollars).

                                                            For the Years
                                                         Ended December 31,
                                                        2000             1999
                                                     ---------------------------

  Mobile offshore drilling unit                      $    174          $   206
  Aircraft                                                (95)           1,836
  Marine vessel                                          (255)            (281)
                                                     ---------------------------
         Equity in Net Income (Loss) of USPEs        $   (176)         $ 1,761
                                                     ===========================

Mobile offshore  drilling unit: The Fund's interest in an entity owning a mobile
offshore  drilling unit was sold during the fourth  quarter of 1999.  During the
year ended  December 31,  2000,  additional  sale  proceeds of $0.2 million were
offset by administrative  expenses of $8,000. During the year ended December 31,
1999, lease revenues of $0.2 million were offset by depreciation expense, direct
expenses,  and administrative  expenses of $32,000 and the loss from the sale of
the Fund's interest in an entity that owned the mobile offshore drilling unit of
$15,000.

Aircraft:  As of December  31, 2000 and 1999,  the Fund owned  interests  in two
trusts that each own a commercial  aircraft.  During the year ended December 31,
2000, aircraft lease revenues were $2.1 million offset by depreciation  expense,
direct expenses,  and administrative  expenses of $2.2 million.  During the year
ended December 31, 1999,  aircraft lease revenues were $2.1 million and the gain
from the sale of the Fund's  interest  in two trusts that owned a total of three
commercial aircraft,  two aircraft engines, and a portfolio of aircraft rotables
of $3.3  million  was  offset by  depreciation  expense,  direct  expenses,  and
administrative  expenses  of $3.6  million.  The  decrease  in  expenses of $1.4
million was primarily due to lower  depreciation  expense  resulting from a $1.2
million  decrease  due  to  the  use  of  double   declining-balance  method  of
depreciation  which results in greater  depreciation in the first years an asset
is owned and a $0.1 million  decrease due to the sale of the Fund's  interest in
the two trusts.

Marine vessel:  As of December 31, 2000 and 1999, the Fund had an interest in an
entity that owns a marine vessel. During the year ended December 31, 2000, lease
revenues of $0.6 million were offset by depreciation  expense,  direct expenses,
and  administrative  expenses of  depreciation  expense,  direct  expenses,  and
administrative  expenses of $0.9 million.  During the same period of 1999, lease
revenues of $0.8 million were offset by depreciation  expense,  direct expenses,
and  administrative  expenses of $1.1  million.  Lease  revenue  decreased  $0.1
million as a result of the marine vessel being off lease for 30 days in the year
ended  December  31,  2000  compared to the same period in 1999 where the marine
vessel  was on  lease  for  the  entire  period.  Depreciation  expense,  direct
expenses,  and  administrative  expenses decreased $0.1 million primarily due to
lower  depreciation  expense resulting from a $39,000 decrease due to the use of
double  declining-balance  method  of  depreciation  which  results  in  greater
depreciation in the first years an asset is owned and a $0.1 million decrease in
repairs and maintenance.

(g)  Cumulative Effect of Accounting Change

In April 1999, the American  Institute of Certified  Public  Accountants  issued
Statement of Position  98-5,  "Reporting  on the Costs of Start-Up  Activities,"
which required costs related to start-up  activities to be expensed as incurred.
The  statement  required  that initial  application  be reported as a cumulative
effect of a change in  accounting  principle.  The Fund adopted  this  statement
during the year ended  December 31,  1999,  at which time it took a $0.1 million
charge,  related to  start-up  costs of the Fund.  This charge had the effect of
reducing  net  income  per  weighted-average  Class A unit by $0.03 for the year
ended December 31, 1999.

(h)  Net Income (Loss)

As a result of the  foregoing,  the Fund had net income of $4.8  million for the
year ended  December 31, 2000,  compared to net loss of $2.4 million  during the
same  period of 1999.  The Fund's  ability to  acquire,  operate  and  liquidate
assets,  secure leases, and re-lease those assets whose leases expire is subject
to many factors.  Therefore,  the Fund's  performance in the year ended December
31, 2000 is not  necessarily  indicative  of future  periods.  In the year ended
December  31, 2000,  the Fund  distributed  $9.9 million to Class A members,  or
$2.00 per weighted-average Class A unit.

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

(a)   Owned Equipment Operations

Lease  revenues  less  direct  expenses  (defined  as  repair  and  maintenance,
equipment operating,  and asset-specific  insurance expenses) on owned equipment
decreased  during the year ended  December 31, 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
                                                  -----------------------------

  Marine vessels                                  $   4,990          $ 5,794
  Aircraft                                            4,028            4,525
  Mobile offshore drilling unit                       3,494            3,936
  Railcars                                            3,179            3,323
  Trailers                                            2,976            3,263
  Marine containers                                   1,326               --

Marine  vessels:  Marine  vessel lease  revenues and direct  expenses  were $9.5
million and $4.5 million,  respectively,  for the year ended  December 31, 1999,
compared to $8.7 million and $2.9 million, respectively,  during the same period
of 1998.  The purchase of two marine  vessels during 1998 generated $2.0 million
in additional lease revenues in 1999.  Lease revenue  decreased $1.0 million for
two other marine  vessels due to lower  re-lease  rates  earned  during the year
ended December 31, 1999 compared to the same period in 1998. In addition,  lease
revenues  decreased $0.2 million during 1999 due to the  dry-docking of a marine
vessel for  approximately  three weeks,  during  which it was off lease.  Direct
expenses  increased $2.2 million in the year ended December 31, 1999 compared to
the same period in 1998 due to the purchase of a marine vessel at the end of the
second quarter of 1998. The increase in direct  expenses for a marine vessel was
offset,  in part,  by a decrease of $0.2 million for another  marine vessel that
was in dry-docking and thus not incurring  operating  expenses for approximately
three weeks during 1999. In addition, direct expenses decreased $0.4 million for
this marine vessel due to lower marine operating  expenses during the year ended
December 31, 1999, compared to the same period in 1998.

Aircraft:  Aircraft  lease  revenues and direct  expenses  were $4.1 million and
$29,000,  respectively,  for the year ended December 31, 1999,  compared to $4.6
million and  $42,000,  respectively,  during the same  period of 1998.  Aircraft
contribution  decreased due to the sale of an aircraft in the second  quarter of
1998.

Mobile offshore  drilling unit: Mobile offshore drilling unit lease revenues and
direct expenses were $3.6 million and $0.1 million,  respectively,  for the year
ended   December  31,  1999,   compared  to  $4.0  million  and  $0.1   million,
respectively,  during the same  period of 1998.  Lease  revenues  for the Fund's
mobile offshore drilling unit decreased $0.4 million for the year ended December
31,  1999  when  compared  to the  same  period  of 1998  due to the  change  in
accounting treatment of majority held equipment from the consolidation method of
accounting to the equity method of accounting.

Railcars:  Railcar lease revenues and direct expenses were $3.8 million and $0.6
million,  respectively,  for the year ended December 31, 1999,  compared to $4.0
million and $0.6 million,  respectively,  during the same period of 1998.  Lease
revenue  decreased  $0.1  million  due to lower  re-lease  rates  for a group of
railcars  in the year ended  December  31,  1999  compared to the same period in
1998. In addition,  lease revenue decreased $0.1 million resulting from the sale
or disposition of railcars in 1998 and 1999.

Trailers:  Trailer lease revenues and direct expenses were $3.9 million and $0.9
million,  respectively,  for the year ended December 31, 1999,  compared to $3.9
million and $0.6 million,  respectively,  during the same period of 1998. Direct
expenses  increased due to repairs  required on certain trailers during the year
ended December 31, 1999, which were not needed in the same period in 1998.

Marine  containers:  Marine  container  lease revenues were $1.3 million for the
year ended December 31, 1999. Marine container contribution increased due to the
purchase of marine containers in the second quarter of 1999.

(b)   Interest and Other Income

Interest  and other  income  decreased  $0.1  million due to lower  average cash
balances in the year ended  December  31,  1999,  compared to the same period in
1998.

(c)   Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses of $23.7 million for the year ended  December 31, 1999
increased from $21.6 million for the same period in 1998.  Significant variances
are explained as follows:

     (i) Loss on revaluation of equipment increased $3.9 million during the year
ended  December 31, 1999 compared to the same period in 1998. In 1999,  the Fund
reduced  the  carrying  value  of two  marine  vessels  to their  estimated  net
realizable  value.  No  revaluation  of  equipment  was required on wholly owned
equipment in 1998.

     (ii)A $0.1 million  increase in bad debt  expenses was due to the Manager's
evaluation of the collectibility of receivables due from certain lessees.

     (iii) A $1.9 million  decrease in depreciation  and  amortization  expenses
from 1998 levels resulted from an approximately $3.6 million decrease due to the
use of the double-declining balance depreciation method which results in greater
depreciation  the first years an asset is owned, an  approximately  $0.7 million
decrease as a result of the change in  accounting  treatment  of  majority  held
equipment  from the  consolidation  method of accounting to the equity method of
accounting,  and approximately  $0.2 million decrease due to the sale of certain
assets  during  1999 and  1998.  These  decreases  were  partially  offset by an
approximately $2.6 million increase in depreciation expense from the purchase of
equipment during 1999 and 1998.

(d)  Net Gain on Disposition of Owned Equipment

The net gain on  disposition  of equipment for the year ended  December 31, 1999
totaled  $23,000  which  resulted from the sale of railcars and trailers with an
aggregate net book value of $0.1 million, for proceeds of $0.2 million. Net gain
on  disposition  of equipment for the year ended  December 31, 1998 totaled $2.8
million,  and resulted from the sale of an aircraft, a railcar and trailers with
an aggregate net book value of $2.6 million, for proceeds of $5.4 million.

(e)  Minority Interest

Minority  interest expense  increased $0.2 million in 1999 when compared to 1998
due to a increase in net income of the entity in which the Fund owned a majority
interest.


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

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).

                                                        For the Years Ended
                                                           December 31,
                                                       1999            1998
                                                    ----------------------------

  Aircraft                                          $  1,836        $   3,834
  Mobile offshore drilling unit                          206               --
  Marine vessel                                         (281)          (1,444)
                                                   -----------------------------
         Equity in Net Income of USPEs              $  1,761        $   2,390
                                                   =============================

Aircraft:  As of December 31, 1999, the Fund owned  interests in two trusts that
each owns a  commercial  aircraft.  As of  December  31,  1998,  the Fund  owned
interests in two trusts that owned a commercial aircraft, and an interest in two
trusts that own a total of three commercial aircraft,  two aircraft engines, and
a portfolio  of aircraft  rotables.  During the year ended  December  31,  1999,
aircraft  lease  revenues were $2.1 million and gain from the sale of the Fund's
interest  in two trusts  that owned a total of three  commercial  aircraft,  two
aircraft  engines,  and a  portfolio  of aircraft  rotables of $3.3  million was
offset by expenses of $3.6  million.  During the year ended  December  31, 1998,
aircraft  lease  revenues were $4.3 million and gain from the sale of the Fund's
interest in two trusts that owned commercial aircraft of $6.3 million was offset
by expenses of $6.8 million.  Lease  revenues  decreased $2.5 million due to the
sale of the Fund's investment in two trusts  containing ten commercial  aircraft
in 1998, and the sale of the Fund's  investment in two trusts that owned a total
of three commercial aircraft,  two stage II aircraft engines, and a portfolio of
aircraft  rotables in 1999. The decrease in lease revenues caused by these sales
was offset,  in part,  by $0.3  million in  additional  lease  revenue  from the
purchase  of two  additional  trusts each  owning an MD-82  commercial  aircraft
during 1998. The decrease in expenses of $3.2 million was primarily due to lower
depreciation  expense resulting from an approximately  $1.6 million decrease due
to the sale of the Fund's  interest  in four  trusts and an  approximately  $2.1
million  decrease  due to the double  declining-balance  method of  depreciation
which  results in  greater  depreciation  in the first  years an asset is owned.
These decreases were offset, in part, by an approximately  $0.5 million increase
in depreciation  expense due to the Fund's  investment in two additional  trusts
during 1998.

Mobile  offshore  drilling  unit:  During  1999 the Fund owned an  interest in a
mobile offshore drilling unit. During the year ended December 31, 1999, revenues
of $0.2  million were offset by the loss of $15,000 from the sale of this entity
and  administrative  expenses of $32,000.  The  increase in lease  revenues  and
expenses in 1999 as compared  to the same period in 1998 were  primarily  due to
the  change  in  accounting  treatment  for  majority  held  equipment  from the
consolidation method to the equity method.

Marine vessel:  As of December 31, 1999 and 1998, the Fund had an interest in an
entity  that owns a marine  vessel.  During the year ended  December  31,  1999,
revenues of $0.8 million were offset by depreciation and administrative expenses
of $1.1 million. During the year ended December 31, 1998, marine vessel revenues
of $0.9 million were offset by depreciation and administrative  expenses of $1.3
million, and a loss on the revaluation of a marine vessel of $1.0 million. Lease
revenue  decreased  $0.2 million in the year ended December 31, 1999 compared to
the same  period  in 1998,  due to lower  re-lease  rates as a result  of softer
market  conditions.  The  decrease was offset,  in part,  by an increase of $0.1
million in lease  revenues due to a marine vessel that the Fund owns an interest
in being  off-hire for 20 days in the year ended December 31, 1998 compared to 2
days in the same period in 1999.  Expenses decreased due to the decrease of $0.2
million  in  depreciation  expense as a result of the  double-declining  balance
method of depreciation which results in greater  depreciation in the first years
an asset is owned. Loss on revaluation of equipment of $1.0 million for the year
ended  December 31, 1998,  resulted from the Fund reducing the carrying value of
its interest in an entity owning a marine vessel to its estimated net realizable
value.  No loss on revaluation of its interest in the marine vessel was required
during the same period of 1999.


(g)  Cumulative Effect of Accounting Change

In April 1998, the American  Institute of Certified  Public  Accountants  issued
Statement of Position  98-5,  "Reporting  on the Costs of Start-Up  Activities,"
which requires costs related to start-up  activities to be expensed as incurred.
The  statement  requires  that initial  application  be reported as a cumulative
effect of a change in  accounting  principle.  The Fund adopted  this  statement
during the year ended  December 31,  1999,  at which time it took a $0.1 million
charge, related to start-up costs of the Fund.

(h)  Net Income (Loss)

As a result of the foregoing, the Fund had net loss of $2.4 million for the year
ended December 31, 1999,  compared to net income of $4.3 million during the same
period of 1998.  The Fund's  ability to acquire,  operate and liquidate  assets,
secure leases,  and re-lease those assets whose leases expire is subject to many
factors.  Therefore,  the Fund's performance in the year ended December 31, 1999
is not necessarily  indicative of future periods. In the year ended December 31,
1999,  the Fund  distributed  $9.9  million  to Class A  Members,  or $1.99  per
weighted-average Class A unit.

(E)  Geographic Information

Certain of the Fund's  equipment  operates in  international  markets.  Although
these  operations  expose the Fund to certain  currency,  political,  credit and
economic risks,  the Manager believes these risks are minimal or has implemented
strategies  to control the risks.  Currency  risks are at a minimum  because all
invoicing, with the exception of a small number of railcars operating in Canada,
is conducted in United States (U.S.)  dollars.  Political risks are minimized by
avoiding  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 Fund 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 Manager  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  assets are owned and the  useful  life  ascribed  to the assets for
depreciation  purposes.  Net  income  (loss)  from  equipment  is  significantly
impacted by depreciation  charges,  which are greatest in the early years 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 Fund's  owned  equipment  on lease to  U.S.-domiciled  lessees  consists  of
trailers,  railcars,  and interests in entities that own aircraft.  During 2000,
U.S.  lease  revenues  accounted for 28% of the total lease revenues from wholly
and partially owned  equipment,  while this region reported a net income of $2.8
million including a gain of $2.1 million from the sale of trailers.

The Fund's owned equipment on lease to South American-domiciled lessees consists
of four aircraft.  During 2000, South American lease revenues  accounted for 16%
of the total lease  revenues from wholly and partially  owned  equipment,  while
this region reported a net income of $1.5 million.

The  Fund's  equipment  on  lease  to  Canadian-domiciled  lessees  consists  of
railcars. Lease revenues in Canada accounted for 8% of total lease revenues from
wholly and partially-owned  equipment while this region reported a net income of
$0.9 million.

The Fund's owned  equipment and investments in equipment owned by USPEs on lease
to  lessees  in the rest of the world  consists  of marine  vessels  and  marine
containers.  During 2000, lease revenues for these operations  accounted for 48%
of the total lease revenues of wholly and partially  owned  equipment while this
region reported a net income of $1.9 million.


(F)  Inflation

Inflation had no significant  impact on the Fund'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  Fund'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 Fund's actual results could differ  materially from those
discussed here.

(H)  Outlook for the Future

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

The Fund'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 Fund to realize  acceptable  lease rates on its  equipment in
the different equipment markets is contingent on many factors,  such as specific
market  conditions  and  economic  activity,   technological  obsolescence,  and
government or other regulations.  The  unpredictability of some of these factors
makes it difficult for the Manager to clearly  define trends or influences  that
may impact the  performance  of the Fund's  equipment.  The Manager  continually
monitors both the equipment  markets and the performance of the Fund's equipment
in these  markets.  The  Manager  may make an  evaluation  to reduce  the Fund's
exposure  to those  equipment  markets  in which it  determines  that it  cannot
operate  equipment and achieve  acceptable rates of return.  Alternatively,  the
Manager may make a determination  to enter those  equipment  markets in which it
perceives  opportunities  to profit from  supply-demand  instabilities  or other
market imperfections.

The Fund  intends to use excess cash flow,  if any,  after  payment of expenses,
loan  principal  and  interest  on debt,  and  cash  distributions,  to  acquire
additional  equipment during the first six years of the Fund's  operations which
concludes  December 31, 2002. The Manager  believes that these  acquisitions may
cause the Fund to generate additional earnings and cash flow for the Fund.

Other factors affecting the Fund's contribution in 2001 and beyond include:

1. Marine vessel freight rates are dependent  upon the overall  condition of the
international  economy.  Freight rates earned by the Fund's marine vessels began
to  increase  during the later half of 2000 and would be expected to continue to
show improvement, in the absence of any new marine vessel constructions.

2. 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.

3.  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 Fund as existing leases expire and renewal leases are negotiated.

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


(1)  Repricing and Reinvestment Risk

Certain of the Fund's aircraft, marine vessels, railcars, marine containers, and
trailers will be remarketed in 2001 as existing leases expire, exposing the Fund
to some repricing risk/opportunity.  Additionally, the Manager may elect to sell
certain  underperforming  equipment or equipment whose  continued  operation may
become prohibitively  expensive. In either case, the Manager intends to re-lease
or sell  equipment at  prevailing  market  rates;  however,  the Manager  cannot
predict  these  future  rates  with  any  certainty  at this  time,  and  cannot
accurately  assess the effect of such activity on future Fund  performance.  The
proceeds  from the sold or liquidated  equipment  will be redeployed to purchase
additional equipment, as the Fund is in its reinvestment phase.

(2)  Impact of Government Regulations on Future Operations

The Manager operates the Fund'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 Fund'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 Fund of meeting  regulatory  compliance for the same  equipment  operated
between countries. Currently, the Manager has observed rising insurance costs to
operate certain vessels in U.S. ports, resulting from implementation of the U.S.
Oil Pollution Act of 1990. Ongoing changes in the regulatory  environment,  both
in the United States and internationally, cannot be predicted with accuracy, and
preclude  the  Manager  from  determining  the  impact of such  changes  on Fund
operations,  purchases,  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 Fund has four Stage II aircraft
that do not meet Stage III  requirements.  These Stage II  aircraft  will remain
with the current  lessee,  which  operates in a country that does not have these
noise  restrictions.   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 Fund currently owns 203 non-jacketed tank railcars and 145
jacketed tank  railcars of which a total of 3 tank railcars have been  inspected
to date and no defects have been discovered.

(3)  Additional Capital Resources and Distribution Levels

The Fund's  initial  contributed  capital was composed of the proceeds  from its
initial offering of $100.0 million, supplemented by permanent debt in the amount
of $25.0 million. The Manager has not planned any expenditures,  nor is it aware
of any  contingencies  that would cause it to require any additional  capital to
that  mentioned  above.  The Fund intends to rely on operating cash flow to meet
its operating  obligations,  make cash  distributions to limited partners,  make
debt payments,  and increase the Fund's  equipment  portfolio with any remaining
surplus cash available.

Pursuant to the Fifth Amended and Restated  Operating  Agreement of Professional
Lease Management Income Fund I, L.L.C. (the operating agreement),  the Fund will
cease to reinvest surplus cash in additional  equipment beginning in its seventh
year of operations  which commences on January 1, 2003.  Prior to that date, the
Manager intends to continue its strategy of selectively redeploying equipment to
achieve competitive  returns. By the end of the reinvestment period, the Manager
intends to have assembled an equipment portfolio capable of achieving a level of
operating  cash flow for the remaining  life of the Fund  sufficient to meet its
obligations  and sustain a  predictable  level of  distributions  to the Class A
Unitholders.

The Manager will evaluate the level of  distributions  the Fund can sustain over
extended periods of time and, together with other considerations, may adjust the
level  of  distributions  accordingly.  In the  long  term,  the  difficulty  in
predicting market conditions  precludes the Manager from accurately  determining
the impact of changing market conditions on liquidity or distribution levels.

The Fund's  permanent  debt  obligation  began to mature in December  2000.  The
Manager  believes that  sufficient cash flow will be available in the future for
repayment of debt.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Fund's primary  market risk exposure is that of currency risk.  During 2000,
72% of the Fund's total lease revenues from wholly-and partially-owned equipment
came from  non-United  States  domiciled  lessees.  Most of the  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 payment.

ITEM 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The  financial  statements  for the Fund 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.

                                    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,  Director  of  PLM Financial
                             Services, Inc.

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

Susan C. Santo        38     Vice President,  Secretary,  and  General  Counsel,
                             PLM  Financial  Services,  Inc.,  Director  of  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 Fund has no  directors,  officers,  or  employees.  The Fund has no pension,
profit sharing, retirement, or similar benefit plan in effect as of December 31,
2000.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     (A) Security Ownership of Certain Beneficial Owners

         The  Manager is  generally  entitled  to a 1%  interest  in profits and
         losses and a 15% interest in the Fund's cash distributions,  subject to
         certain  allocation of income  provisions.  After the investors receive
         cash  equal to  their  original  capital  contribution,  the  Manager's
         interest in the  distributions  of the Fund will increase to 25%. As of
         December 31, 2000, no investor was known by the Manager to beneficially
         own more than 5% of the units of the Fund.

     (B) Security Ownership of Management

         Neither the Manager and its  affiliates  nor any  executive  officer or
         director of the Manager and its affiliates  owned any units of the Fund
         as of December 31, 2000.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Transactions with Management and Others

         During  2000,  management  fees to IMI  were  $1.2  million.  The  Fund
         reimbursed  FSI and/or its affiliates  $0.9 million for  administrative
         and data  processing  services  performed  on behalf of the Fund during
         2000.

         During 2000, the USPEs paid or accrued the following fees to FSI or its
         affiliates  (based  on the  Fund's  proportional  share of  ownership):
         management fees - $0.1 million;  and administrative and data processing
         services - $34,000.










                      (This space intentionally left blank)





                                     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:

a.       Spear Partnership
b.       TAP Trust
c.       TWA Trust S/N 49183
d.       Canadian Air Trust #2
e.       Canadian Air Trust #3

     (B) Reports on Form 8-K

              None.

     (C) Exhibits

      4.     Operating  Agreement  of Fund,  incorporated  by  reference  to the
             Fund's Registration Statement on Form S-1 (Reg. No. 33-55796) which
             became effective with the Securities and Exchange Commission on May
             25, 1993.

     10.1    Management  Agreement  between Fund and PLM Investment  Management,
             Inc.,   incorporated  by  reference  to  the  Fund's   Registration
             Statement on Form S-1 (Reg. No.  33-55796)  which became  effective
             with the Securities and Exchange Commission on May 25, 1993.

     10.2    $25.0  Million  Note  Agreement,  dated as of  December  30,  1996,
             incorporated  by reference to the Fund's 1996 Annual Report on Form
             10-K filed with the Securities and Exchange Commission on March 14,
             1997.

     24.     Powers of Attorney.

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

     99.1    Spear Partnership.

     99.2    TAP Trust.

     99.3    TWA Trust S/N 49183.

     99.4    Canadian Air Trust #2.

     99.5    Canadian Air Trust #3.






                                   SIGNATURES

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

The Fund has no directors  or officers.  The Manager has signed on behalf of the
Fund by duly authorized officers.


                                            PROFESSIONAL LEASE MANAGEMENT INCOME
Date:  March 22, 2001                       FUND I

                                            By:     PLM Financial Services, Inc.
                                                    Manager



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



                                            By:     /s/ Richard K Brock
                                                    ----------------------------
                                                    Richard K Brock
                                                    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 Fund's  Manager on the
dates indicated.


Name                          Capacity                        Date


*_________________________
  Stephen M. Bess             Director - FSI                  March 22, 2001


*_________________________
  Richard K Brock             Director - FSI                  March 22, 2001


*_________________________
  Susan C. Santo              Director - FSI                  March 22, 2001





* Susan C. 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






                   PROFESSIONAL LEASE MANAGEMENT INCOME FUND I
                          (A Limited Liability Company)
                          INDEX TO FINANCIAL STATEMENTS

                                  (Item 14(a))


                                                                        Page

Independent auditors' report                                            27

Balance sheets as of December 31, 2000 and 1999                         28

Statements of operations for the years ended
     December 31, 2000, 1999, and 1998                                  29

Statement of changes in Members' equity for the years ended
     December 31, 2000, 1999, and 1998                                  30

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

Notes to financial statements                                           32-43


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.





                          INDEPENDENT AUDITORS' REPORT


The Members
Professional Lease Management Income Fund I, L.L.C.:


We have audited the  accompanying  financial  statements of  Professional  Lease
Management Income Fund I, L.L.C. (the Fund) as listed in the accompanying  index
to financial  statements.  These financial  statements are the responsibility of
the  Fund'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  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Professional Lease Management
Income Fund I, L.L.C.  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.


/S/   KPMG  LLP


SAN FRANCISCO, CALIFORNIA
March 12, 2001







               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                                 BALANCE SHEETS
                                  DECEMBER 31,
                 (IN THOUSANDS OF DOLLARS, EXCEPT UNIT AMOUNTS)

<TABLE>
<CAPTION>

                                                                                         2000                   1999
                                                                                     -------------------------------------
     ASSETS

<S>                                                                                  <C>                   <C>
     Equipment held for operating leases                                             $     92,921          $    103,709
     Less accumulated depreciation                                                        (44,197)              (45,183)
                                                                                     -------------------------------------
                                                                                           48,724                58,526
     Equipment held for sale                                                                3,200                    --
                                                                                     -------------------------------------
       Net equipment                                                                       51,924                58,526

     Cash and cash equivalents                                                             11,291                11,597
     Restricted cash                                                                          813                   453
     Accounts receivable, less of allowance for doubtful accounts
       of $48 in 2000 and $65 in 1999                                                       2,283                 2,007
     Investments in unconsolidated special-purpose entities                                 5,155                 7,717
     Debt placement fees, less accumulated amortization
         of $70 in 2000 and $52 in 1999                                                       107                   125
     Prepaid expenses and other assets                                                        110                   108
                                                                                     -------------------------------------
              Total assets                                                           $     71,683          $     80,533
                                                                                     =====================================

     LIABILITIES AND MEMBER'S EQUITY

     Liabilities
     Accounts payable and accrued expenses                                           $        555          $        458
     Due to affiliates                                                                        917                   656
     Lessee deposits and reserves for repairs                                               4,541                 3,821
     Note payable                                                                          22,000                25,000
                                                                                     -------------------------------------
       Total liabilities                                                                   28,013                29,935
                                                                                     -------------------------------------

     Members' equity
     Class A members (4,971,311 and 4,975,321 Units at December 31,
         2000 and 1999, respectively)                                                      43,670                50,598
     Class B member                                                                            --                    --
                                                                                     -------------------------------------
         Total members' equity                                                             43,670                50,598
                                                                                     -------------------------------------
          Total liabilities and members' equity                                      $     71,683          $     80,533
                                                                                     =====================================
</TABLE>











                 See accompanying notes to financial statements.


               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                            STATEMENTS OF OPERATIONS
                        FOR THE YEARS ENDED DECEMBER 31,
         (IN THOUSANDS OF DOLLARS, EXCEPT WEIGHTED-AVERAGE UNIT AMOUNTS)
<TABLE>
<CAPTION>


                                                                  2000                 1999               1998
                                                             -------------------------------------------------------
  REVENUES

<S>                                                          <C>                 <C>                 <C>
  Lease revenue                                              $       22,949      $       26,113      $     25,149
  Interest and other income                                           1,083                 347               393
  Net gain on disposition of equipment                                3,956                  23             2,759
                                                             -------------------------------------------------------
    Total revenues                                                   27,988              26,483            28,301
                                                             -------------------------------------------------------

  EXPENSES

  Depreciation and amortization                                      12,833              14,849            16,774
  Repairs and maintenance                                             2,517               2,633             2,024
  Equipment operating expenses                                        2,515               3,142             2,069
  Insurance expense to affiliate                                         --                  --               (14 )
  Other insurance expense                                               294                 428               312
  Management fees to affiliate                                        1,232               1,396             1,368
  Interest expense                                                    1,833               1,833             1,833
  General and administrative expenses to affiliates                     853                 952               966
  Other general and administrative expenses                             919                 721               715
  (Recovery of) provision for bad debt expense                           (5)                 38               (23)
  Loss on revaluation of equipment                                       --               3,931                --
                                                             -------------------------------------------------------
    Total expenses                                                   22,991              29,923            26,024
                                                             -------------------------------------------------------

  Minority interest                                                      --                (590)             (351)

  Equity in net income (loss) of unconsolidated
    special-purpose entities                                           (176 )             1,761             2,390
                                                             -------------------------------------------------------

  Net income (loss) before cumulative effect of
    accounting change                                                 4,821              (2,269)            4,316

  Cumulative effect of accounting change                                 --                (132)               --
                                                             -------------------------------------------------------

  Net income (loss)                                          $        4,821      $       (2,401)     $      4,316
                                                             =======================================================

  Members' share of net income (loss)

  Class A members                                            $        3,066      $       (4,029)     $      2,595
  Class B member                                                      1,755               1,628             1,721
                                                             -------------------------------------------------------

  Total                                                      $        4,821      $       (2,401)     $      4,316
                                                             =======================================================

  Net income (loss) per weighted-average
    Class A unit                                             $         0.62      $        (0.81)     $       0.52
                                                             =======================================================

  Cash distribution                                          $       11,701      $       11,690      $     11,765
                                                             =======================================================

  Cash distribution per weighted-average
    Class A unit                                             $         2.00      $         1.99      $       2.00
                                                             =======================================================
</TABLE>

                 See accompanying notes to financial statements.






               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                     STATEMENT OF CHANGES IN MEMBERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
                            (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>



                                                           Class A              Class B              Total
                                                       ---------------------------------------------------------

<S>                                                    <C>                  <C>                 <C>
    Members' equity as of December 31, 1997            $       72,298       $         176       $       72,474

  Net income                                                    2,595               1,721                4,316

  Cash distributions                                          (10,000)             (1,765)             (11,765)
                                                       ---------------------------------------------------------

    Members' equity as of December 31, 1998                    64,893                 132               65,025

  Net income (loss)                                            (4,029)              1,628               (2,401)

  Purchase of Class A units                                      (336)                 --                 (336)

  Cash distributions                                           (9,930)             (1,760)             (11,690)
                                                       ---------------------------------------------------------

    Members' equity as of December 31, 1999                    50,598                  --               50,598

  Net income                                                    3,066               1,755                4,821

  Purchase of Class A units                                       (48)                 --                  (48)

  Cash distributions                                           (9,946)             (1,755)             (11,701)
                                                       ---------------------------------------------------------

  Members' equity as of December 31, 2000              $       43,670       $          --       $       43,670
                                                       =========================================================


</TABLE>











                 See accompanying notes to financial statements.





               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                            STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED DECEMBER 31,
                            (IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>

     OPERATING ACTIVITIES                                                       2000           1999           1998
                                                                            -------------------------------------------
<S>                                                                         <C>            <C>            <C>
     Net income (loss)                                                      $    4,821     $   (2,401)    $    4,316
     Adjustments to reconcile net income (loss) to net cash
           provided by operating activities:
       Depreciation and amortization                                            12,833         14,849         16,774
       Loss on revaluation of equipment                                             --          3,931             --
       Net gain on dispositions of equipment                                    (3,956)           (23)        (2,759)
       Cumulative effect of accounting change                                       --            132             --
       Equity in net (income) loss of unconsolidated special
           purpose entities                                                        176         (1,761)        (2,390)
       Changes in operating assets and liabilities:
         Restricted cash                                                          (360)          (453)            --
         Accounts receivable, net                                                 (278)          (131)           173
         Prepaid expenses and other assets                                          (2)           156             77
         Accounts payable and accrued expenses                                     (25)            (3)          (132)
         Due to affiliates                                                         261            276            115
         Lessee deposits and reserves for repairs                                1,207            781          1,321
         Minority interest                                                          --           (676)        (1,008)
                                                                            -------------------------------------------
               Net cash provided by operating activities                        14,677         14,677         16,487
                                                                            -------------------------------------------

     INVESTING ACTIVITIES
     Payments for purchase of equipment                                        (19,484)       (11,397)       (27,477)
     Investment in and equipment purchased and placed
           in unconsolidated special-purpose entities                               --             --        (13,917)
     Liquidation distributions from unconsolidated special-
           purpose entities                                                        182         14,282         10,385
     Distributions from unconsolidated special-purpose entities                  2,204          2,173          7,184
     Proceeds from disposition of equipment                                     16,864            168          5,380
                                                                            -------------------------------------------
              Net cash (used in) provided by investing activities                 (234)         5,226        (18,445)
                                                                            -------------------------------------------

     FINANCING ACTIVITIES
     Payments on note payable                                                   (3,000)            --             --
     Decrease due to affiliates                                                     --             --         (1,736)
     Cash distributions to Class A members                                      (9,946)        (9,930)       (10,000)
     Cash distributions to Class B member                                       (1,755)        (1,760)        (1,765)
     Purchase of Class A units                                                     (48)          (336)            --
                                                                            -------------------------------------------
           Net cash used in financing activities                               (14,749)       (12,026)       (13,501)
                                                                            -------------------------------------------

     Net (decrease) increase in cash and cash equivalents                         (306)         7,877        (15,459)
     Cash and cash equivalents at beginning of year                             11,597          3,720         19,179
                                                                            -------------------------------------------

     Cash and cash equivalents at end of year                               $   11,291     $   11,597     $    3,720
                                                                            ===========================================

     SUPPLEMENTAL INFORMATION
     Interest paid                                                          $    1,833     $    1,833     $    1,833
                                                                            ===========================================
</TABLE>






                 See accompanying notes to financial statements.





               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2000

1.   Basis of Presentation

ORGANIZATION

Professional  Lease  Management  Income  Fund  I,  L.L.C.,  a  Delaware  Limited
Liability  Company  (Fund)  was  formed on  August  22,  1994,  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
Manager of the Fund. FSI is a wholly-owned subsidiary of PLM International, Inc.
(PLM International).

On May 13, 1996, the Fund ceased its offering for Class A Units.  As of December
31, 2000, there were 4,971,311 Units outstanding.

The Fund will  terminate on December 31, 2010,  unless  terminated  earlier upon
sale of all  equipment  or by  certain  other  events.  Beginning  in the Fund's
seventh year of operations, which commences on January 1, 2003, the Manager will
stop  purchasing  additional  equipment.  Excess cash, if any,  less  reasonable
reserves, will be distributed to the Members. Between the eighth and tenth years
of operations, the Manager intends to liquidate of the Fund's assets.

The Manager  (Class B Member)  controls and manages the affairs of the Fund. The
Manager paid out of its own corporate  funds (as a capital  contribution  to the
Fund) all organization and syndication  expenses incurred in connection with the
offering; therefore, 100% of the net cash proceeds received by the Fund from the
sale of Class A Units  were  used to  purchase  equipment  and  established  any
required cash reserves. For its contribution,  the Manager is generally entitled
to a 1%  interest  in profits  and losses and 15%  interest  in the Fund's  cash
distributions  subject to certain special allocation  provisions (see Net Income
(Loss) and Distributions Per Class A Unit,  below).  After the investors receive
cash distributions  equal to their original capital  contributions the Manager's
interest in the cash distributions of the Fund will increase to 25%.

The operating agreement includes a redemption provision.  Upon the conclusion of
the 30-month period immediately following the termination of the offering, which
was in November 1998, the Fund may, at the Manager's sole discretion,  redeem up
to 2% of the  outstanding  units each year.  The purchase price paid by the Fund
for  outstanding  Class A Units  upon  redemption  will be  equal to 105% of the
amount  Class A  Members  paid for the  Class A Units,  less the  amount of cash
distributions  Class A Members have received relating to such Class A Units. The
price may not bear any  relationship to the fair market value of a Class A Unit.
For the years ended December 31, 2000 and 1999, the Fund  repurchased  4,010 and
24,260 units for $48,000 and $0.3 million, respectively.

The Manager has decided that it will not purchase any units under the redemption
plan in 2001. The Manager may purchase additional units on behalf of the Fund 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 of the Fund is managed,  under a continuing  management agreement,
by PLM Investment Management,  Inc. (IMI), a wholly-owned subsidiary of the FSI.
IMI receives a monthly  management  fee from the Fund 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 investor programs, and is a general partner of other programs.





               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2000

1.   BASIS OF PRESENTATION (continued)


ACCOUNTING FOR LEASES

The Fund's leasing operations  generally consist 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".  Lease origination costs
are capitalized and amortized over the term of the lease.

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 most other types of equipment.  Certain aircraft are
depreciated under the double-declining  balance method over the lease term which
approximate  their  economic  life.  The  depreciation   method  is  changed  to
straight-line when annual  depreciation  expense using the straight-line  method
exceeds that calculated by the  double-declining  balance method. Debt placement
fees 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 estimated
remaining life of the equipment.

TRANSPORTATION EQUIPMENT

In accordance with the Financial Accounting Standards Board issued Statement No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to Be Disposed Of", the Manager  reviews the carrying value of the Fund'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
amount. If projected undiscounted future cash flows and fair value are less than
the carrying  value of the  equipment,  a loss on  revaluation is recorded based
upon the estimated fair value of the asset.  No reductions  were required to the
carrying value of wholly and partially-owned  equipment during 2000.  Reductions
of $3.9 million to the carrying value of two marine vessels were required during
1999. Reductions of $1.0 million to the carrying value of the Fund's interest in
an entity owning a marine vessel was required during 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 Fund has interests in unconsolidated  special-purpose  entities (USPEs) that
own  transportation  equipment.  The Fund owned a majority interest in an entity
that owned a mobile  offshore  drilling  unit.  In September  1999,  the Manager
amended  the  corporate-by-laws  of USPEs in which the Fund,  or any  affiliated
program,   owns  an  interest   greater   than  50%.   The   amendment   to  the
corporate-by-laws  provided that all decisions  regarding  the  acquisition  and
disposition of the investment as well as other significant business decisions of
that investment  would be permitted only upon unanimous  consent of the Fund and
all the affiliated  programs that have an ownership in the investment.  As such,
although  the Fund may own a  majority  interest  in a USPE,  the Fund  does not
control its  management  and thus the equity  method of accounting is used after
adoption of the  amendment.  As a result of the  amendment,  as of September 30,
1999, all jointly owned  equipment in which the Fund owned a majority  interest,
which  had  been  consolidated,  were  reclassified  to  investments  in  USPEs.
Accordingly,  as of December 31, 2000 and 1999,  the balance sheet  reflects all
investments in USPEs on an equity basis.






               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2000

1.   BASIS OF PRESENTATION (continued)

INVESTMENTS IN UNCONSOLIDATED SPECIAL-PURPOSE ENTITIES (continued)

The Fund's  interests in USPEs are managed by IMI. The Fund's equity interest in
the net  income  (loss) of USPEs is  reflected  net of  management  fees paid or
payable to IMI.

REPAIRS AND MAINTENANCE

Repair and maintenance costs related to marine vessels,  railcars,  and trailers
are  usually  the  obligation  of the Fund and are  accrued as  incurred.  Costs
associated with marine vessel dry-docking are estimated and accrued ratably over
the period prior to such dry-docking.  If a marine vessel is sold and there is a
balance in the dry-docking  reserve account for that marine vessel,  the balance
in the reserve  account is included as additional  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
Fund has the  obligation to fund and accrue the  difference.  If the aircraft is
sold and there is a balance in the reserve account for repairs to that aircraft,
the balance in the reserve account is 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 reserves for repairs.

NET INCOME (LOSS) AND DISTRIBUTIONS PER UNIT

The net profits and losses of the Fund are generally allocated 1% to the Class B
Members  and 99% to the Class A Members.  The Class B Member or Manager  will be
specially  allocated  (i) 100% of the Fund's  organizational  and offering  cost
amortization  expenses and (ii) income equal to the excess of cash  distribution
over the Manager`s 1% share of net profits. The effect on the Class A Members of
this special income  allocation will be to increase the net loss or decrease the
net profits  allocable to the Class A Members by an equal  amount.  During 2000,
the  Manager  received  a special  allocation  of income of $1.7  million  ($1.7
million in 1999 and $1.6 million in 1998).  Cash  distributions  of the Fund are
generally  allocated  85% to the Class A Members  and 15% to the Manager and may
include  amounts  in excess of net  income.  After the  investors  receive  cash
distributions  equal to  their  original  capital  contributions  the  Manager's
interest in the cash distributions of the Fund will increase to 25%. The Class A
Members' net income  (loss) is allocated  among the Class A Members based on the
number of Class A units  owned by each  member  and on the number of days of the
year each member is in the Fund.

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 Class A Unitholders in excess of net income are considered
a return of capital.  Cash distributions to Class A Unitholders of $6.9 million,
$9.9  million,  and $7.4 million in 2000,  1999,  and 1998,  respectively,  were
deemed to be a return of capital.

Cash  distributions  related to the fourth quarter of 2000 of $1.2 million,  and
1999 and 1998 of $1.7 million, were paid during the first quarter of 2001, 2000,
and 1999, respectively.

NET INCOME (LOSS) PER WEIGHTED-AVERAGE CLASS A UNIT

Net income (loss) per weighted-average Class A unit was computed by dividing net
income (loss) attributable to Class A Members by the weighted-average  number of
Class A units deemed outstanding during the period. The weighted-average  number
of Class A units deemed  outstanding  during the years ended  December 31, 2000,
1999, and 1998 were 4,971,968, 4,982,336, and 4,999,581 respectively.





               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

1.   BASIS OF PRESENTATION (continued)


CASH AND CASH EQUIVALENTS

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

RESTRICTED CASH

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

COMPREHENSIVE INCOME (LOSS)

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

2.   MANAGER AND TRANSACTIONS WITH AFFILIATES

An officer of PLM Securities  Corp.,  a wholly-owned  subsidiary of the Manager,
contributed  the  $100  of the  Fund's  initial  capital.  Under  the  equipment
management  agreement,  IMI, subject to certain  reductions,  receives a monthly
management fee  attributable to either 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) for that  equipment for which IMI provides  only basic  equipment
management  services,  (a)  2% of  the  gross  lease  revenues  attributable  to
equipment which is subject to full payout net leases,  (b) 5% of the gross lease
revenues  attributable to equipment that is subject to operating leases, and (B)
for that  equipment  for which IMI provides  supplemental  equipment  management
services, 7% of the gross lease revenues attributable to equipment for which IMI
provides both management and additional  services.  Fund management fees of $0.2
million  were payable at December  31, 2000 and 1999,  respectively.  The Fund's
proportional  share of the USPE's  management  fee  payable  were  $20,000,  and
$31,000 as of December 31, 2000 and 1999, respectively.  The Fund's proportional
share of USPE management fees was $0.1 million,  $0.2 million,  and $0.2 million
during 2000, 1999, and 1998, respectively. The Fund reimbursed FSI $0.9 million,
$1.0  million,   and  $1.0  million  for  data  processing  expenses  and  other
administrative  services  performed on behalf of the Fund during 2000, 1999, and
1998.  The  Fund's  proportional  share of the  USPE's  administrative  and data
processing  expenses  reimbursable to FSI was $34,000,  $46,000 and $0.1 million
during 2000, 1999, and 1998, respectively.

Transportation  Equipment  Indemnity  Company  Ltd.  (TEI),  an affiliate of the
Manager,  which provided marine insurance coverage and other insurance brokerage
services to the Fund during 1998,  was  liquidated  during the first  quarter of
2000. The Fund's marine  insurance  coverage for owned equipment paid to TEI was
$2,000  during  1998.  No premiums for 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 Fund  received  a  $16,000
loss-of-hire  insurance  refund and the  proportional  share of USPEs received a
$5,000 loss-of-hire  insurance refund from TEI due to lower claims from the Fund
and other insured affiliated programs.







               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2000

2.   MANAGER AND TRANSACTIONS WITH AFFILIATES (continued)

Transportation  Equipment  Corporation  (TEC)  will be  entitled  to  receive an
equipment  liquidation  fee equal to the lesser of (i) 3% of the sales  price of
equipment sold on behalf of the Fund, or (ii) 50% of the "Competitive  Equipment
Sale  Commission," as defined in the agreement,  if certain  conditions are met.
TEC is a wholly-owned  subsidiary of the Manager. In certain circumstances,  the
Manager  will be  entitled to a monthly  re-lease  fee for  re-leasing  services
following the  expiration of the initial  lease,  charter or other  contract for
certain  equipment equal to the lesser of (a) the fees which would be charged by
an independent third party for comparable  services for comparable  equipment or
(b) 2% of gross lease revenues  derived from such re-lease,  provided,  however,
that no re-lease fee shall be payable if such fee would cause the combination of
the equipment  management  fee paid to IMI and the re-lease fees with respect to
such transactions to exceed 7% of gross lease revenues.

The Fund had an interest in certain  equipment in  conjunction  with  affiliated
programs during 2000, 1999, and 1998 (see Note 4).

The balance due to affiliates as of December 31, 2000, included $0.2 million due
to FSI and its affiliates for management fees and $0.7 million due to affiliated
USPEs.  The balance due to  affiliates  as of December 31, 1999,  included  $0.2
million due to FSI and its affiliates  for management  fees and $0.5 million due
to affiliated USPEs.

3.   EQUIPMENT

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

  Equipment Held for Operating Leases             2000              1999
  -----------------------------------       ------------------------------------

  Marine containers                         $       29,160    $         9,942
  Aircraft                                          20,605             20,605
  Railcars                                          19,520             19,710
  Marine vessels                                    17,000             37,256
  Trailers                                           6,636             16,196
                                            ------------------------------------
                                                    92,921            103,709
  Less accumulated depreciation                    (44,197)           (45,183)
                                            ------------------------------------
                                                    48,724             58,526
  Equipment held for sale                            3,200                 --
                                            ------------------------------------
    Net equipment                           $       51,924    $        58,526
                                            ====================================

Revenues  are earned  under  operating  leases.  A portion of the Fund's  marine
containers  are  leased to  operators  of  utilization-type  leasing  pools that
include  equipment owned by unaffiliated  parties.  In such instances,  revenues
earned by the Fund  consist  of a  specified  percentage  of the total  revenues
generated by leasing the pooled equipment to sublessees after deducting  certain
direct operating expenses of the pooled equipment. The Fund's marine vessels are
operating  either on a voyage  charter or a time  charter  which  usually have a
duration of less than one year.  Lease  revenues  for  trailers  operating  with
short-line  railroad  systems are based on a per-diem  lease in the free running
railroad interchange.  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 the remaining equipment are based on
fixed rates.






               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

3.   EQUIPMENT (continued)

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 $3.9  million  were  required.  No  reductions  were
required to the carrying value of wholly owned equipment during 2000 or 1998.

As of December 31, 2000, all owned  equipment in the Fund portfolio was on lease
except for 66 railcars with a net book value of $0.7 million. As of December 31,
1999, all owned equipment in the Fund portfolio was either on lease or operating
in PLM-affiliated short-term trailer rental yards except for six railcars with a
net book value of $0.1 million.

During the year ended December 31, 2000, the Fund  purchased  marine  containers
and trailers for a total cost of $19.5  million.  During the year ended December
31, 1999, the Fund purchased marine  containers and trailers for a total cost of
$11.4 million.

During the year ended December 31, 2000, the Fund sold marine vessels,  trailers
and railcars  with an aggregate net book value of $13.3  million,  for aggregate
proceeds  of $16.8  million.  Included  in the 2000 net gain on  disposition  of
assets is the  unused  portion of marine  vessel  dry-docking  of $0.5  million.
During the year ended  December  31, 1999,  the Fund sold  trailers and railcars
with an aggregate net book value of $0.1 million, for proceeds of $0.2 million.

As of December 31,  2000, a marine  vessel was held for sale 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.  No  equipment  was held for sale at December 31,
1999.

All owned equipment on lease is being accounted for as operating leases.  Future
minimum rent under  noncancelable  operating  leases as of December 31, 2000 for
the owned equipment during each of the next five years are  approximately  $12.2
million in 2001;  $8.6 million in 2002;  $4.2  million in 2003,  $2.7 million in
2004, and $0.5 million in 2005 and thereafter.  Per diem and short-term  rentals
consisting of utilization rate lease payments  included in revenues  amounted to
approximately  $6.2 million,  $3.3 million and $3.5 million in 2000,  1999,  and
1998, respectively.

4.   INVESTMENTS IN UNCONSOLIDATED SPECIAL PURPOSE ENTITIES

The Fund owns equipment jointly with affiliated programs.

In September 1999, the Manager amended the  corporate-by-laws  of USPEs in which
the Fund, or any  affiliated  program,  owned an interest  greater than 50%. The
amendment to the  corporate-by-laws  provided that all  decisions  regarding the
acquisition  and  disposition  of the  investment  as well as other  significant
business  decisions of that  investment  would be permitted  only upon unanimous
consent of the Fund and all the  affiliated  programs  that have an ownership in
the  investment.  As such,  although  the Fund may own a majority  interest in a
USPE,  the Fund does not control its  management  and thus the equity  method of
accounting  is  used  after  adoption  of  the  amendment.  As a  result  of the
amendment,  as of September 30, 1999,  all jointly owned  equipment in which the
Fund owned a majority interest,  which had been consolidated,  were reclassified
to  investments  in USPEs.  Accordingly,  as of December 31, 2000 and 1999,  the
balance sheet reflects all investments in USPEs on an equity basis.






               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

4.       INVESTMENTS IN UNCONSOLIDATED SPECIAL PURPOSE ENTITIES (continued)

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

                                                                           2000         1999
                                                                        -------------------------

<S>                                                                     <C>          <C>
  50% interest in a trust owning an MD-82 stage III commercial
            aircraft                                                    $    3,534   $    4,784
  50% interest in a trust owning an MD-82 stage III commercial
            aircraft                                                           921        1,773
  50% interest in a trust owning a cargo marine vessel                         700        1,024
  25% interest in a trust that owned four 737-200A stage II
            commercial aircraft                                                 --           76
  25% interest in a trust that owned four 737-200A stage II
            commercial aircraft                                                 --           60
                                                                        -------------------------
      Net investments                                                   $    5,155   $    7,717
                                                                        =========================
</TABLE>

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

During 2000,  the Fund received  additional  sales proceeds of $0.2 million from
the 1999 sale of a mobile offshore drilling unit.

During 1999,  the Manager sold the Fund's 61% interest in an entity that owned a
mobile  offshore  drilling unit. The Fund's interest in this entity was sold for
proceeds of $7.2 million for its net  investment of $7.2 million.  Also,  during
1999,  the Manager sold the Fund's 33% 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. The trusts were sold for proceeds
of $7.1 million for its net investment of $3.8 million.

The following  summarizes  the  financial  information  for the  special-purpose
entities and the Fund's interests therein as of and for the years ended December
31, 2000, 1999, and 1998 (in thousands of dollars):
<TABLE>
<CAPTION>

                                        2000                          1999                         1998
                                   Total        Net              Total           Net           Total      Net
                                   USPEs         Interest        USPEs        Interest         USPEs       Interest
                                                 of Fund                       of Fund                     of Fund
                                ---------------------------   ---------------------------   ---------------------------
<S>                             <C>             <C>            <C>            <C>           <C>           <C>
       Net Investments          $    10,659     $    5,155     $   16,183     $    7,717    $    35,630   $   15,224
       Lease revenues                 5,498          2,749          4,314          3,124         13,601        5,200
       Net income (loss)               (499)          (176)         7,282          1,761         14,377        2,390
</TABLE>

All  partially  owned  equipment  on lease is being  accounted  for as operating
leases. Future minimum rent under noncancelable  operating leases as of December
31, 2000 for the partially  owned  equipment  during each of the next five years
are  approximately  $2.8 million in 2001;  $1.1 million in 2002; $0.9 million in
2003;  $0.9 million in 2004,  $0.9 million in 2005, and $0.8 million in 2006 and
thereafter.

5.   OPERATING SEGMENTS

The  Fund  operates  or  operated  in six  primary  operating  segments:  marine
container  leasing,  aircraft leasing,  railcar leasing,  marine vessel leasing,
trailer  leasing,  and  mobile  offshore  drilling  unit  (MODU)  leasing.  Each
equipment leasing segment engages in short-term to mid-term  operating leases to
a variety of customers.

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





               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

5.   OPERATING SEGMENTS (continued)

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

                                          Marine                         Marine
                                          Container Aircraft   Railcar   Vessel     Trailer
    For the year ended December 31, 2000  Leasing   Leasing    Leasing   Leasing    Leasing     Other(1)    Total
    ------------------------------------  -------   -------    -------   -------    -------     ------      -----

    REVENUES
<S>                                       <C>        <C>       <C>        <C>        <C>       <C>        <C>
      Lease revenue                       $  4,113   $ 4,057   $  3,652   $ 7,645    $  3,482  $     --   $ 22,949
      Interest income and other                 --         2          6       657          --       418      1,083
      Net gain on disposition of                --        --         84     1,798       2,074        --      3,956
    equipment
                                          -------------------------------------------------------------------------
        Total revenues                       4,113     4,059      3,742    10,100       5,556       418     27,988

    COSTS AND EXPENSES
      Operations support                        18        35        609     3,731         895        38      5,326
      Depreciation and amortization          3,428     2,314      1,499     4,347       1,227        18     12,833
      Interest expense                          --        --         --        --          --     1,833      1,833
      Management fees to affiliate             206       203        241       384         198        --      1,232
      General and administrative expenses       --        12         97        81         718       864      1,772
      Provision for (recovery of) bad           --        --          1        --          (6)       --         (5)
    debts
                                          -------------------------------------------------------------------------
        Total costs and expenses             3,652     2,564      2,447     8,543       3,032     2,753     22,991
      Equity in net income (loss) of            --       (95)        --      (255)         --       174       (176)
    USPEs
                                          -------------------------------------------------------------------------
        Net income (loss)                 $    461   $ 1,400   $  1,295   $ 1,302    $   2,524  $ (2,161)  $  4,821
                                          =========================================================================

    Total assets as of December 31, 2000  $ 25,866   $ 6,388   $  9,767   $15,362    $   2,793  $ 11,507   $ 71,683
                                          =========================================================================

                                                                Marine
                                          Aircraft   Railcar    Vessel    Trailer      MODU
    For the Year Ended December 31, 1999  Leasing    Leasing    Leasing   Leasing    Leasing    Other(2)    Total
    ------------------------------------  -------    -------    -------   -------    -------    ------      -----

    REVENUES
      Lease revenue                       $ 4,057   $  3,804   $  9,501   $  3,864   $  3,560  $  1,327   $ 26,113
      Interest income and other                 38          9          5        --         --       295        347
      Net gain on disposition
        of equipment                            --         15         --         8         --        --         23
                                          -------------------------------------------------------------------------
        Total revenues                       4,095      3,828      9,506     3,872      3,560     1,622     26,483

    COSTS AND EXPENSES
      Operations support                        29        625      4,511       888         66        84      6,203
      Depreciation and amortization          2,571      1,739      6,012     1,481      1,748     1,298     14,849
      Interest expense                          --         --         --        --         --     1,833      1,833
      Management fees to affiliate             203        250        475       224        178        66      1,396
      General and administrative expenses       34         71         59       758         75       676      1,673
      Provision for bad debt expense           --         13         --        25         --        --         38
      Loss on revaluation of equipment         --         --      3,931        --         --        --      3,931
                                          -------------------------------------------------------------------------
        Total costs and expenses             2,837      2,698     14,988     3,376      2,067     3,957     29,923
                                          -------------------------------------------------------------------------
    Minority interest                           --         --         --        --       (590)       --       (590)
    Equity in net income (loss) of USPEs     1,836         --       (281)       --        206        --      1,761
                                          -------------------------------------------------------------------------
    Net income (loss) before cumulative
    effect
        of accounting change                 3,094      1,130     (5,763)      496      1,109    (2,335)    (2,269)
    Cumulative effect of accounting             --         --         --        --         --      (132)      (132)
    change
                                          -------------------------------------------------------------------------
        Net income (loss)                 $  3,094   $  1,130   $ (5,763) $    496   $  1,109  $ (2,467)  $ (2,401)
                                          =========================================================================

    Total assets as of December 31, 1999  $ 10,952   $ 11,339   $ 27,407  $  9,513   $     --  $ 21,322   $ 80,533
                                          =========================================================================
<FN>
(1)  Includes  interest  income  and  costs  not  identifiable  to a  particular
     segment, such as, interest expense, and certain  amortization,  general and
     administrative,  and operations  support expenses.  Also includes gain from
     the sale from an  investment  in an  entity  that  owned a mobile  offshore
     drilling unit.

(2)  Includes  interest  income  and  costs  not  identifiable  to a  particular
     segment,  such as interest expense, and certain  amortization,  general and
     administrative expenses, and operations support expenses. Also includes the
     lease revenue of $1.3 million,  depreciation  expense of $1.3 million,  and
     management fee of $0.1 million for marine containers.
</FN>
</TABLE>





               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2000

5.       OPERATING SEGMENTS (continued)
<TABLE>
<CAPTION>

                                                                Marine
                                          Aircraft   Railcar    Vessel    Trailer     MODU
    For the Year Ended December 31, 1998  Leasing    Leasing    Leasing   Leasing    Leasing    Other(3)    Total
    ------------------------------------  -------    -------    -------   -------    -------    ------      -----

    REVENUES
<S>                                        <C>       <C>        <C>       <C>        <C>       <C>        <C>
      Lease revenue                        $ 4,567   $  3,958   $  8,684  $  3,894   $  4,046  $     --   $ 25,149
      Interest income and other                 13         19         13        --         --       348        393
      Net gain on disposition
        of equipment                         2,710         40         --         9         --        --      2,759
                                          -------------------------------------------------------------------------
        Total revenues                       7,290      4,017      8,697     3,903      4,046       348     28,301

    EXPENSES
      Operations support                        42        634      2,890       631        110        84      4,391
      Depreciation and amortization          4,624      2,018      5,490     1,738      2,798       106     16,774
      Interest expense                          --         --         --        --         --     1,833      1,833
      Management fee                           213        263        434       256        202        --      1,368
      General and administrative expenses       67         63        121       805         47       578      1,681
      Provision for (recovery of) bad            2        (36)        --        11         --        --        (23)
    debt
                                          -------------------------------------------------------------------------
        Total costs and expenses             4,948      2,942      8,935     3,441      3,157     2,601     26,024
                                          -------------------------------------------------------------------------
    Minority interest                           --         --         --        --       (351)       --       (351)
    Equity in net income (loss) of USPEs     3,834         --     (1,444)       --         --        --      2,390
                                          -------------------------------------------------------------------------
    Net income (loss)                      $ 6,176   $  1,075   $ (1,682) $    462   $    538  $ (2,253)  $  4,316
                                          =========================================================================

    Total assets as of December 31, 1998   $ 20,387  $ 13,109   $ 37,916  $  8,682   $ 14,392  $  5,149   $ 99,635
                                          =========================================================================
<FN>
(3)Includes 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 Fund owns certain equipment, which is leased and operated internationally. A
limited number of the Fund'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 Fund leases  aircraft,  railcars and  trailers to lessees  domiciled in four
geographic regions: United States, South America, Canada, and Europe. The marine
vessels,  mobile  offshore  drilling unit and marine  containers  were leased to
multiple lessees in different regions who operated the equipment worldwide.

The following table sets forth lease revenue information by region for the owned
equipment  and  investments  in USPEs for the years  ended  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                  $   5,081   $    6,187  $    6,172      $   2,124   $    2,123  $    1,783
       South America                      4,057        4,057       4,567             --           --          --
       Canada                             2,053        1,480       1,680             --           --         945
       Europe                                --           --          --             --           --       1,560
       Rest of the world                 11,758       14,389      12,730            625        1,001         912
                                      -------------------------------------   ------------------------------------
           Lease revenues             $  22,949   $   26,113  $   25,149      $   2,749   $    3,124  $    5,200
                                      =====================================   ====================================
</TABLE>






               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2000

6.   GEOGRAPHIC INFORMATION (continued)

The  following  table sets forth income (loss)  information  by region for owned
equipment  and  investments  in USPEs for the years  ended  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                  $   2,949   $    1,150  $    1,070       $   (101)  $   (1,317) $   (3,037)
       South America                      1,496        1,258       2,342             --           --          --
       Canada                               867          476         466              6           22       6,718
       Europe                                --           --          --             --        3,131         153
       Rest of the world                  2,018       (4,598)        300            (81)         (75)     (1,444)
                                      -------------------------------------   -------------------------------------
         Regional income                  7,330       (1,714)      4,178           (176)       1,761       2,390
       Administrative and other          (2,333)      (2,448)     (2,252)            --           --          --
                                      -------------------------------------   -------------------------------------
         Net income (loss)            $   4,997   $   (4,162) $    1,926       $   (176)  $    1,761  $    2,390
                                      =====================================   =====================================
</TABLE>

The net book value of owned assets and the net investment in the  unconsolidated
special-purpose  entities  at  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                 $    7,290  $   14,432   $  15,751       $  4,455   $    6,559  $    9,782
       South America                      1,543       3,857       6,429             --           --          --
       Canada                             4,782       5,450       6,040             --          136         248
       Europe                                --          --          --             --           --       3,929
       Rest of the world                 38,309      34,787      50,056            659        1,022       1,265
                                     -------------------------------------   -------------------------------------
           Net book value            $   51,924  $   58,526   $  78,276       $  5,114   $    7,717  $   15,224
                                     =====================================   =====================================
</TABLE>

7.   NOTE PAYABLE

In December  1996,  the Fund entered into an agreement to issue a $25.0  million
long-term note to an institutional  investor. The loan was funded in March 1997.
The note bears interest at a fixed rate of 7.33% per annum and has a maturity in
2006. Interest on the note is payable semi-annually.  The note will be repaid in
five principal  payments of $3.0 million on December 31, 2000, 2001, 2002, 2003,
and 2004 and two  principal  payments of $5.0 million on December 31, 2005,  and
2006. The agreement  requires the Fund to maintain certain financial  covenants.
The Fund made the regularly  scheduled principal payment and semiannual interest
payments to the lender of the note during 2000.

The Manager estimates, based on recent transactions,  that the fair value of the
$22.0 million fixed-rate note is $21.2 million.

The Fund's warehouse  facility,  which was shared with PLM Equipment Growth Fund
VI. PLM Equipment Growth & Income Fund VII, and TEC Acquisub,  Inc., an indirect
wholly-owned  subsidiary  of the  Manager,  expired on September  30, 2000.  The
Manager is currently negotiating with a new lender for a $15.0 million warehouse
credit  facility with similar  terms as the facility  that expired.  The Manager
believes the facility will be completed during the first half of 2001.







               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2000

8.   CONCENTRATIONS OF CREDIT RISK

The  Fund's  only  customer  that  accounted  for  10%  or  more  of  the  total
consolidated  revenues for the owned  equipment  and partially  owned  equipment
during 2000 was Varig South America (13%).  No single lessee  accounted for more
than 10% of the  consolidated  revenues for the years ended December 31, 1999 or
1998. In 1999, however,  Casino Express Air purchased the Fund's 33% 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 the gain from the sale accounted for 10% of total consolidated revenues from
wholly and partially owned equipment.  In 1998, Triton Aviation  Services,  Ltd.
purchased  three  commercial  aircraft  from the Fund and the gain from the sale
accounted for 23% of total consolidated revenues from wholly and partially owned
equipment.

As of  December  31,  2000  and  1999,  the  Manager  believes  the  Fund had no
significant  concentrations  of credit  risk that could have a material  adverse
effect on the Fund.

9.   INCOME TAXES

The Fund 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 Fund.

As of  December  31,  2000,  the  federal  income tax basis were higher than the
financial  statement  carrying  values of  certain  assets  and  liabilities  by
approximately  $26.4  million,  primarily  due to  differences  in  depreciation
methods,  equipment  reserves,   provisions  for  bad  debts,  lessee's  prepaid
deposits, and the tax treatment of syndication costs.

10.  CUMULATIVE EFFECT OF ACCOUNTING CHANGE

In April 1998, the American  Institute of Certified  Public  Accountants  issued
Statement of Position  98-5,  "Reporting  on the Costs of Start-Up  Activities,"
which requires costs related to start-up  activities to be expensed as incurred.
The  statement  requires  that initial  application  be reported as a cumulative
effect of a change in  accounting  principle.  The Fund adopted  this  statement
during the first quarter of 1999,  at which time it took a $0.1 million  charge,
related to start-up  costs of Fund.  This charge had the effect of reducing  net
income per  weighted-average  Class A unit by $0.03 for the year ended  December
31, 1999.

11.  QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

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

                                    March             June            September         December
                                     31,               30,               30,               31,              Total
                               -----------------------------------------------------------------------------------------

    Operating results:
<S>                            <C>             <C>               <C>               <C>               <C>
      Total revenues           $       5,936   $         5,906   $         7,976   $         8,170   $        27,988
      Net income                         223               304             1,716             2,578             4,821

    Per weighted-average Class A unit:

        Net income (loss)      $       (0.04)  $         (0.03)  $          0.31   $          0.38   $          0.62
</TABLE>





               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A DELAWARE LIMITED LIABILITY COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2000

11.  QUARTERLY RESULTS OF OPERATIONS (unaudited) (continued)

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

<TABLE>
<CAPTION>
                                     March             June            September         December
                                      31,               30,               30,               31,              Total
                                -----------------------------------------------------------------------------------------

    Operating results:
<S>                              <C>           <C>               <C>               <C>               <C>
      Total revenues             $     6,722   $         6,658   $         6,987   $         6,116   $        26,483
      Net income (loss)                2,670              (268)             (614)           (4,189)           (2,401)

    Per weighted-average Class A unit:

        Net income (loss)        $      0.47   $         (0.14)  $         (0.21)  $         (0.93)  $         (0.81)
</TABLE>

12.  SUBSEQUENT EVENTS

Trans World Airlines  (TWA), a current lessee,  filed for bankruptcy  protection
under Chapter 11 in January 2001. As of February 28, 2001,  TWA had unpaid lease
payments to the Fund outstanding  totaling $0.5 million.  American Airlines (AA)
has proposed an  acquisition  of TWA that is being reviewed by the United States
Justice Department.  The Manager has not accepted an offer from AA to extend the
leases 84 months at a significantly reduced monthly rental rate. The Manager has
accepted  an  offer  from AA to  extend  the  existing  leases  up to 84  months
contingent upon the AA's  acquisition of TWA at a significantly  reduced monthly
rate.

During  February  2001,  the Fund sold a marine  vessel with a net book value of
$3.2 million for $4.3 million which was held for sale at December 31, 2000.

In February 2001, PLM International,  the parent of the Manager,  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.






               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.

                                INDEX OF EXHIBITS


  Exhibit                                                                Page

    4.     Operating Agreement of Fund.                                   *

   10.1    Management Agreement between Fund and PLM Investment           *
           Management, Inc.

   10.2    $25.0 Million Note Agreement, dated as of December 30, 1996.   *

   24.     Powers of Attorney.                                           45-47

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

   99.1    Spear Partnership.                                            48-57

   99.2    TAP Trust.                                                    58-66

   99.3    TWA Trust S/N 49183.                                          67-75

   99.4    Canadian Air Trust #2.                                        76-84

   99.5    Canadian Air Trust #3.                                        85-93








* Incorporated by reference. See page 24 of this report.