TWA TRUST S/N 49183
                                    (A TRUST)

                              FINANCIAL STATEMENTS




<PAGE>






                          INDEPENDENT AUDITORS' REPORT






The Owners
TWA Trust S/N 49183

We have audited the  accompanying  statements of operations,  changes in owners'
equity,  and cash flows of the TWA Trust S/N 49183 for the year  ended  December
31, 1998.  These  financial  statements  are the  responsibility  of the owner's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the results of its operations and cash flows of the TWA
Trust S/N 49183 the year ended December 31, 1998, in conformity  with accounting
principles  generally accepted in the United States of America. The accompanying
2000 and 1999 financial  statements were not audited by us, and accordingly,  we
express no opinion or any other form of assurance on them.


/S/  KPMG  LLP

SAN FRANCISCO, CALIFORNIA
June 9, 2000






                               TWA TRUST S/N 49183
                                    (A TRUST)
                                 BALANCE SHEETS
                                  DECEMBER 31,
                            (IN THOUSANDS OF DOLLARS)




<TABLE>
<CAPTION>

                                                                              2000               1999
                                                                           (unaudited)        (unaudited)
                                                                         ------------------------------------
  ASSETS

<S>                                                                      <C>               <C>
  Aircraft equipment held for lease, at cost                             $       13,957    $        13,957
  Less accumulated depreciation                                                 (12,213)           (10,468)
                                                                         -----------------------------------
      Net equipment                                                               1,744              3,489

  Accounts receivable                                                               200                200
  Lease negotiation fees, less accumulated
        amortization of $51 in 2000 and $34 in 1999                                  17                 34
  Prepaid expenses                                                                    2                  2
                                                                         -----------------------------------
        Total assets                                                     $        1,963    $         3,725
                                                                         ===================================


  LIABILITIES AND OWNERS' EQUITY

  Liabilities:
  Accounts payable and accrued expenses                                  $            --    $            1
  Due to affiliates                                                                   20                20
  Lessee deposits                                                                    123               123
                                                                          -----------------------------------
    Total liabilities                                                                143               144

  Owners' equity                                                                   1,820             3,581
                                                                         ------------------------------------

        Total liabilities and owners' equity                             $         1,963    $        3,725
                                                                         ====================================

</TABLE>

















      See accompanying auditors' report and notes to financial statements.






                               TWA TRUST S/N 49183
                                    (A TRUST)
                            STATEMENTS OF OPERATIONS
                        FOR THE YEARS ENDED DECEMBER 31,
                            (IN THOUSANDS OF DOLLARS)


<TABLE>
<CAPTION>
                                                        2000                 1999              1998
                                                     (unaudited)          (unaudited)
                                                  --------------------------------------------------------
  REVENUES

<S>                                                <C>                 <C>                 <C>
  Lease revenue                                    $        2,401      $         2,401     $      2,355
                                                   -------------------------------------------------------
    Total revenues                                          2,401                2,401            2,355
                                                   -------------------------------------------------------

  EXPENSES

  Depreciation and amortization expense                     1,762                3,507            6,995
  Management fees to affiliate                                120                  120              118
  Insurance expense                                            23                   18                9
  Administrative expenses to affiliates                        27                   28               20
  Administrative expenses                                       4                   --                1
                                                   -------------------------------------------------------
    Total expenses                                          1,936                3,673            7,143
                                                   -------------------------------------------------------

        Net income (loss)                          $          465      $        (1,272 )   $     (4,788 )
                                                   =======================================================

</TABLE>




























      See accompanying auditors' report and notes to financial statements.






                               TWA TRUST S/N 49183
                                    (A TRUST)
                     STATEMENTS OF CHANGES IN OWNERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
                            (IN THOUSANDS OF DOLLARS)







   Owners' equity at December 31, 1997 (unaudited)          $        1,364

  Owners' capital contribution                                      12,660

  Net loss                                                          (4,788)

  Distributions paid                                                (2,349)
                                                            ----------------

   Owners' equity at December 31, 1998                               6,887

  Net loss (unaudited)                                              (1,272)

  Distributions paid (unaudited)                                    (2,034)
                                                            ----------------

    Owners' equity at December 31, 1999 (unaudited)                  3,581

  Net income (unaudited)                                               465

  Distributions paid (unaudited)                                    (2,226)
                                                            ----------------

    Owners' equity at December 31, 2000 (unaudited)         $        1,820
                                                            ================





















      See accompanying auditors' report and notes to financial statements.






                               TWA TRUST S/N 49183
                                    (A TRUST)
                            STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED DECEMBER 31,
                            (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>

                                                                      2000                1999              1998
                                                                  (unaudited)         (unaudited)
                                                               ---------------------------------------------------------

  OPERATING ACTIVITIES

<S>                                                             <C>                <C>               <C>
  Net income (loss)                                             $           465    $        (1,272)  $         (4,788)
  Adjustments to reconcile net income (loss) to net cash
      provided by (used in) operating activities:
    Depreciation and amortization                                         1,762              3,507              6,995
    Changes in operating assets and liabilities:
      Accounts receivable                                                    --               (200)                --
      Prepaid expenses                                                       --                 --                 (2)
      Accounts payable and accrued expenses                                  (1)                (1)                 1
      Due to affiliates                                                      --                 --                 20
      Lessee deposits                                                        --                 --                123
                                                                --------------------------------------------------------
        Net cash provided by operating activities                         2,226              2,034              2,349
                                                                --------------------------------------------------------

  INVESTING ACTIVITIES

  Payments for the purchase of aircraft                                      --                 --            (12,285)
  Payment of acquisition fees to affiliate                                   --                 --               (307)
  Payment of lease negotiation fees to affiliate                             --                 --                (68)
                                                                --------------------------------------------------------
        Net cash used in investing activities                                --                 --            (12,660)
                                                                --------------------------------------------------------

  FINANCING ACTIVITIES

  Owners' capital contributions                                              --                 --             12,660
  Distributions paid                                                     (2,226)            (2,034)            (2,349)
                                                                --------------------------------------------------------
        Net cash (used in) provided by financing activities              (2,226)            (2,034)            10,311
                                                                --------------------------------------------------------

  Net change in cash and cash equivalents                                    --                 --                 --
  Cash and cash equivalents at beginning of period                           --                 --                 --
                                                                --------------------------------------------------------
  Cash and cash equivalents at end of year                      $            --    $            --   $             --
                                                                ========================================================
</TABLE>












      See accompanying auditors' report and notes to financial statements.






                               TWA TRUST S/N 49183
                                    (A TRUST)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION

In December 1997, PLM Equipment Growth & Income Fund VII (EGFVII),  a California
limited partnership, and Professional Lease Management Income Fund I (Fund I), a
Delaware Limited Liability Company,  (the Owners) entered into a Trust Agreement
(the  Trust)  with  PLM  Transportation  Equipment  Corp.(TEC),  a  wholly-owned
subsidiary  of PLM  International,  Inc.,  by the  terms of  which  TEC is owner
trustee for the benefit of the Owners as equal  co-beneficiaries.  The Trust was
established for the purpose of purchasing a McDonnell  Douglas MD-82  commercial
aircraft.  The Trust has no employees nor operations other than the operation of
the MD-82 commercial aircraft.  The Trust estate is owned 50% by EGF VII and 50%
by Fund I.

PLM Financial  Services  Inc.,  (FSI) is the General  Partner of EGF VII and the
Manager of Fund I. FSI is a wholly-owned subsidiary of PLM International, Inc.

The aircraft  was  purchased  in January  1998 for $13.7  million.  EGF VII paid
acquisition and lease negotiation fees of $0.4 million to FSI, no fees were paid
by Fund I. The aircraft was purchased subject to a lease to Trans World Airlines
(TWA) with a term expiring in December 2001.

These accompanying  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.  All amounts as of and for the years ended  December  31,
2000 and 1999 are unaudited.

     OPERATIONS

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

     CASH AND CASH EQUIVALENTS

All cash  generated from  operations is distributed to the owners,  accordingly,
the Trust has no cash balance at December 31, 2000 and 1999.

     ACCOUNTING FOR LEASES

The  aircraft  under the Trust is leased  under an  operating  lease.  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 in accordance  with Financial  Accounting  Standards
Board  Statement No. 13 "Accounting  for Leases".  Lease  origination  costs are
amortized equally over 48 months.







                               TWA TRUST S/N 49183
                                    (A TRUST)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     DEPRECIATION

Depreciation  of  aircraft  equipment  is  computed  using the  double-declining
balance method,  taking a full month's depreciation in the month of acquisition,
based  upon an  estimated  useful  life  of 4  years.  Acquisition  fees of $0.3
million,  which were paid to FSI,  were  capitalized  as part of the cost of the
equipment and amortized over the life of the aircraft.

     AIRCRAFT

In accordance with the Financial  Accounting  Standards Board Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of", FSI reviews the carrying  value of the aircraft under the Trust
at least quarterly, and whenever circumstances indicated that the carrying value
of the aircraft may not be  recoverable  in relation to expected  future  market
conditions for the purpose of assessing  recoverability of the recorded amounts.
If  projected  undiscounted  future  cash flows and fair value are less than the
carrying value of the aircraft,  a loss on revaluation would have been recorded.
No reductions to the carrying  value of the aircraft were required  during 2000,
1999, or 1998.

     REPAIRS AND MAINTENANCE

Repair and maintenance for the aircraft are the obligation of the lessee.

     NET INCOME (LOSS) AND CASH DISTRIBUTIONS TO OWNERS

The net income (loss) and cash  distributions  of the Trust are allocated to the
Owners.  The net income  (loss) are  generally  allocated to the Owners based on
their percentage of ownership in the Trust.  Certain depreciable and amortizable
amounts  are  allocated  specifically  to  EGF  VII,  such  as  depreciation  on
acquisition fees and amortization on lease negotiation fees. Cash  distributions
are allocated 50% to EGF VII and 50% to Fund I.

     COMPREHENSIVE INCOME (LOSS)

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

2.   GENERAL PARTNER AND TRANSACTIONS WITH AFFILIATES

Under the equipment management agreement,  IMI receives a monthly management fee
equal to the  lessor of (i) the fees that  would be  charged  by an  independent
third party for similar  services for similar  equipment or (ii) 5% of the gross
lease revenues  attributable  to equipment that is subject to operating  leases.
The Trust's  management  fee expense to affiliate was $0.1 million  during 2000,
1999, and 1998.

The Trust  reimbursed FSI $27,000,  $28,000,  and $20,000 during 2000, 1999, and
1998,  respectively,  for data processing and  administrative  expenses directly
attributable to the Trust.

Trust  management  fees  payable to IMI was $20,000 as of December  31, 2000 and
1999.







                               TWA TRUST S/N 49183
                                    (A TRUST)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

3.   EQUIPMENT

Revenues are earned by placing the aircraft on an operating  lease.  A four-year
lease with TWA was signed upon the acquisition of the aircraft in 1998.

The aircraft in the Trust is used as  collateral  against the senior loan of the
Owners.

The  aircraft  lease is  accounted  for as an operating  lease.  Future  minimum
rentals under  noncancelable  operating  leases, as of December 31, 2000, during
each of the next five years are: $2.3 million in 2001, and $-0- thereafter.

4.   GEOGRAPHIC INFORMATION

The aircraft is leased and operates in North America.

5.   INCOME TAXES

The Trust is not subject to income  taxes,  as any income or loss is included in
the tax  return of the  individual  partners  and  members  owning  the  Owners.
Accordingly,  no  provision  for  income  taxes has been  made in the  financial
statements of the Trust.

As of December 31, 2000, the financial  statement  carrying amount of assets and
liabilities  was  approximately  $3.9 million lower than the federal  income tax
basis  of  such  assets  and  liabilities,   primarily  due  to  differences  in
depreciation methods and lessees' prepaid deposits.

6.   CONCENTRATIONS OF CREDIT RISK

Financial instruments,  which potentially subject the Trust to concentrations of
credit risk, consist principally of lease receivables. The aircraft in the Trust
was on lease to only one customer  during  2000,  1999,  and 1998.  This lessee,
Trans World Airlines (TWA), accounted for all of the revenue.

As of December 31, 2000, the manager believes the Trust had no other significant
concentrations  of credit risk that could have a material  adverse effect on the
Trust.

7.    Subsequent Event

TWA, the current  lessee,  filed for bankruptcy  protection  under Chapter 11 in
January 2001. As of March 12, 2001,  TWA had unpaid lease  payments to the Trust
outstanding  totaling  $0.6  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
lease up to 84 months at a significantly reduced monthly rate.