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


 [X]      ANNUAL  REPORT   PURSUANT  TO  SECTION  13  OR  15(D)  OF  THE
          SECURITIES  EXCHANGE  ACT OF 1934 FOR THE  FISCAL  YEAR  ENDED
          DECEMBER 31, 1999.

 [ ]      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/A is located at page 4.

Total number of pages in this report:  45.

<PAGE>


                                     PART IV


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

     (A) 1.   Financial Statements

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

         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.

     10.3    Fourth Amended and Restated Warehousing Credit Agreement,  dated as
             of December 15, 1998, with First Union National Bank,  incorporated
             by reference to the Fund's 1998 Annual  Report on Form 10-K/A filed
             with the Securities and Exchange Commission on January 5, 2000.

     10.4    First  amendment to the Fourth  Amended and Restated  Warehouse
             Credit Agreement dated December 10, 1999.

     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.















                     (This space intentionally left blank.)


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the 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.


Date:  August 28, 2000              PROFESSIONAL LEASE MANAGEMENT
                                    INCOME FUND I

                                    By:      PLM Financial Services, Inc.
                                             Manager


                                    By:      /s/ Douglas P. Goodrich
                                             Douglas P. Goodrich
                                             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


*_________________________
  Robert N. Tidball            Director - FSI                  August 28, 2000


*_________________________
  Douglas P. Goodrich          Director - FSI                  August 28, 2000


*_________________________
  Steven M. Bess               Director - FSI                  August 28, 2000



* 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


<PAGE>


               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.    *

   10.3    Fourth Amended and restated Warehousing Credit Agreement,
           dated as of December 15, 1998, with First Union National Bank   *

   10. 4   First amendment to the Fourth Amended and Restated
           Warehouse Credit Agreement dated December 10, 1999.        47-51

   24.     Powers of Attorney.                                         52-54

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

   99.1    Spear Partnership.                                          55-63

   99.2    TAP Trust, financial statements.                            64-71

   99.3    TWA Trust S/N 49183.                                        72-79

   99.4    Canadian Air Trust #2.                                      80-88

   99.5    Canadian Air Trust #3.                                      89-96



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* Incorporated by reference. See page 26 of this report.