PLM TRANSPORTATION EQUIPMENT PARTNERS VIIB 1985 INCOME FUND
10-Q, 1996-05-14
EQUIPMENT RENTAL & LEASING, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------
                                    FORM 10-Q


[X]      Quarterly  Report  Pursuant  to Section  13 or 15(d) of the  Securities
         Exchange Act of 1934 For the fiscal quarter ended March 31, 1996.

[  ]     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 0-14598


           PLM TRANSPORTATION EQUIPMENT PARTNERS VIIB 1985 INCOME FUND
             (Exact name of registrant as specified in its charter)


        California                                          94-2946245
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

One Market, Steuart Street Tower,
  Suite 900, San Francisco, CA                              94105-1301
    (Address of principal                                   (Zip Code)
     executive offices)

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

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


<PAGE>



             PLM TRANSPORTATION EQUIPMENT PARTNERS VIIB INCOME FUND
                             (A Limited Partnership)

                                 BALANCE SHEETS


                                     ASSETS
<TABLE>
<CAPTION>

                                                                            March 31,             December 31,
                                                                               1996                   1995
                                                                         ----------------------------------------

   <S>                                                                    <C>                   <C>          
   Equipment held for operating leases, at cost                           $  3,808,548          $   3,972,722
   Less accumulated depreciation                                            (3,521,610)            (3,616,132)
                                                                         ----------------------------------------
     Net equipment                                                             286,938                356,590

   Cash and cash equivalents                                                   307,162                293,808
   Investment in unconsolidated special purpose entity                          70,049                 79,116
   Accounts receivable, net of allowance for doubtful accounts of
     $32,026 in 1996 and $19,664 in 1995                                        92,646                135,320
   Prepaid Insurance                                                             2,100                  3,128
                                                                         ========================================
   Total assets                                                           $    758,895          $     867,962
                                                                         ========================================

                        LIABILITIES AND PARTNERS' CAPITAL

   Liabilities:

   Due to affiliates                                                      $      4,641          $       4,641
   Accounts payable                                                             18,597                 21,292
   Prepaid deposits and engine reserves                                             --                    260
                                                                         ----------------------------------------
       Total liabilities                                                        23,238                 26,193

   Partners capital (deficit):

   Limited Partners (22,276 units)                                             826,350                931,401
   General Partner                                                             (90,693)               (89,632)
                                                                         ----------------------------------------
       Total partners' capital                                                 735,657                841,769
                                                                         ----------------------------------------

   Total liabilities and partners' capital                                $    758,895          $     867,962
                                                                         ========================================

</TABLE>



                       See accompanying notes to financial
                                  statements.


<PAGE>



           PLM TRANSPORTATION EQUIPMENT PARTNERS VIIB 1985 INCOME FUND
                             (A Limited Partnership)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                             For the three months
                                                                                ended March 31,
                                                                            1996             1995
                                                                        --------------------------------

  <S>                                                                    <C>              <C>       
  Revenues:
    Lease revenue                                                        $  106,074       $  183,663
    Interest and other income                                                 3,453            5,326
    Gain on disposition of
       equipment                                                             19,330           12,830
                                                                        --------------------------------
           Total revenues                                                   128,857          201,819

  Expenses:
    Depreciation                                                             54,769           71,856
    Management fees to affiliate                                             11,513           13,923
    Bad debt expense                                                         17,821           44,639
    Repairs and maintenance                                                  22,263           44,164
    General and administrative
        expenses to affiliates                                               26,546           37,530
    Other general and administrative
         expenses                                                            12,342            9,778
                                                                        --------------------------------
           Total expenses                                                   145,254          221,890

  Equity in net income of unconsolidated special purpose entity               9,331               --
                                                                        --------------------------------

  Net loss                                                               $   (7,066)      $  (20,071)
                                                                        ================================

  Partners' share of net loss:

     Limited  Partners - 99%                                             $   (6,995)      $  (19,870)
     General Partner - 1%                                                       (71)            (201)
                                                                        --------------------------------

           Total                                                         $   (7,066)      $  (20,071)
                                                                        ================================

  Net loss per Limited
    Partnership Unit (22,276 units)                                      $    (0.31)      $    (0.89)
                                                                        ================================

  Cash distributions                                                     $   99,046       $   99,046
                                                                        ================================

  Cash distribution per
     Limited Partnership Unit                                            $     4.40       $     4.40
                                                                        ================================
</TABLE>



                       See accompanying notes to financial
                                  statements.



<PAGE>



             PLM TRANSPORTATION EQUIPMENT PARTNERS VIIB INCOME FUND
                             (A Limited Partnership)

                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
             For the period from December 31, 1994 to March 31, 1996


<TABLE>
<CAPTION>




                                                           Limited               General
                                                           Partner               Partner                 Total
                                                       --------------------------------------------------------------

  <S>                                                  <C>                     <C>                   <C>          
  Partners' capital (deficit)
     at December 31, 1994                              $   1,294,613           $  (85,963)           $   1,208,650

  Net income                                                  29,013                  293                   29,306

  Cash distributions                                        (392,225)              (3,962)                (396,187)
                                                       --------------------------------------------------------------

  Partners' capital (deficit)
     at December 31, 1995                                    931,401              (89,632)                 841,769

  Net loss                                                    (6,995)                 (71)                  (7,066)

  Cash distributions                                         (98,056)                (990)                 (99,046)
                                                       --------------------------------------------------------------

  Partners' capital (deficit)
     at March 31, 1996                                 $     826,350              (90,693)                 735,657
                                                       ==============================================================


</TABLE>















                       See accompanying notes to financial
                                  statements.


<PAGE>



           PLM TRANSPORTATION EQUIPMENT PARTNERS VIIB 1985 INCOME FUND
                             (A Limited Partnership)

                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>


                                                                             For the three months ended
                                                                                     March 31,
                                                                             1996                  1995
                                                                        -------------------------------------
  <S>                                                                    <C>                   <C>         
  Operating Activities:
  Net loss                                                               $    (7,066)          $   (20,071)
     Adjustments to reconcile net loss
        to net cash provided by operating activities:
     Gain on disposition of equipment                                        (19,330)              (12,830)
     Depreciation                                                             54,769                71,856
     Cash distributions from unconsolidated special purpose
       entity in excess of income accrued                                      9,067                    --
         Changes in operating assets and liabilities:
             Restricted cash                                                      --                  (303)
             Accounts receivable, net                                         42,674                31,205
             Prepaid insurance                                                 1,028                   767
             Due to affiliates                                                    --               (12,856)
             Accounts payable                                                 (2,695)              (16,265)
             Prepaid deposits and engine reserves                               (260)               (1,059)
                                                                        -------------------------------------

  Cash provided by operating activities                                       78,187                40,444
                                                                        -------------------------------------

  Investing activities:
     Proceeds from disposition of equipment                                   34,213                48,172
                                                                        -------------------------------------

  Cash provided by investing activities                                       34,213                48,172
                                                                        -------------------------------------

  Cash flows used in financing activities:
     Cash distributions paid to partners                                     (99,046)              (99,046)
                                                                        -------------------------------------

  Net increase (decrease) in cash and cash equivalents                        13,354               (10,430)

  Cash and cash equivalents at beginning of period                           293,808               358,864
                                                                        -------------------------------------

  Cash and cash equivalents at end of period                             $   307,162           $   348,434
                                                                        =====================================

</TABLE>


                       See accompanying notes to financial
                                  statements.



<PAGE>


           PLM TRANSPORTATION EQUIPMENT PARTNERS VIIB 1985 INCOME FUND
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1996

1.   Opinion of Management

     In the  opinion of the  management  of PLM  Financial  Services  Inc.,  the
     General Partner,  the accompanying  unaudited financial  statements contain
     all  adjustments  necessary,   consisting  primarily  of  normal  recurring
     accruals,  to present  fairly the  Partnership's  financial  position as of
     March 31, 1996,  the  statements of operations and cash flows for the three
     months  ended  March 31,  1996 and  1995,  the  statements  of  changes  in
     partners'  capital for the period from December 31, 1994 to March 31, 1996.
     Certain information and footnote disclosures normally included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles have been condensed or omitted from the  accompanying  financial
     statements.  For  further  information,  reference  should  be  made to the
     financial statements and notes thereto included in the Partnership's Annual
     Report on Form 10-K for the year ended  December 31,  1995,  on file at the
     Securities and Exchange Commission.

2.   Equipment

     The components of owned equipment are as follows:
<TABLE>
<CAPTION>

                                                          March 31,             December 31,
                                                             1996                   1995
                                                       ----------------------------------------
  <S>                                                   <C>                    <C>          
  Equipment held for operating leases:

  Trailers                                              $   3,394,985          $   3,543,334
  Rail equipment                                              318,649                110,739
  Marine containers                                            94,914                318,649
                                                       -----------------------------------------
                                                            3,808,548              3,972,722
  Less accumulated depreciation                            (3,521,610)            (3,616,132)
                                                       -----------------------------------------
           Net equipment                                $     286,938          $     356,590
                                                       =========================================
</TABLE>

     All of the  equipment  owned  by the  Partnership  was  either  on lease or
operating in  PLM-affiliated  short-term rental facilities as of March 31, 1996.
With the  exception of one trailer with a carrying  value of $6,500,  all of the
equipment was on lease as of December 31, 1995.

     During the three  months  ended March 31,  1996,  the  Partnership  sold or
disposed of five  trailers  and six marine  containers  with a net book value of
$14,883 for  proceeds of $34,213.  During the three months ended March 31, 1995,
the Partnership sold or disposed of six trailers and four marine containers with
a net book value of $35,342 for proceeds of $48,172.

3.   Liquidation and special distributions

     During the first quarter of 1995, the  Partnership  completed its 10th year
     of  operations.  As  originally  anticipated  by the General  Partner,  the
     Partnership  will be liquidated  in an orderly  manner in its 11th and 12th
     years of operation. The General Partner is actively marketing the remaining
     equipment  portfolio with the intent of maximizing  sale proceeds.  As sale
     proceeds are received the General Partner intends to periodicially  declare
     special  distributions  to  distribute  the sale  proceeds to the partners.
     During the liquidation phase of the Partnership the equipment will continue
     to be leased under  operating  leases until sold.  Operating cash flows, to
     the  extent  they  exceed  Partnership   expenses,   will  continue  to  be
     distributed on a quarterly basis to partners. The amounts reflected for

<PAGE>



           PLM TRANSPORTATION EQUIPMENT PARTNERS VIIB 1985 INCOME FUND
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1996

3.   Liquidation and special distributions (continued)

     assets and  liabilites  of  Partnership  have not been  adjusted to reflect
     liquidation  values. The equipment portfolio continues to be carried at the
     lower of depreciated cost or fair value less cost to dispose.  Although the
     General  Partner   estimates  that  there  will  be   distributions   after
     liquidation  of assets and  liabilities,  the amounts  cannot be accurately
     determined  prior  to  actual  liquidation  of the  equipment.  Any  excess
     proceeds over expected  Partnership  obligations will be distributed to the
     Partners  throughout the liquidation  period.  Upon final liquidation,  the
     Partnership will be dissolved.

4.   Investment in Unconsolidated Special Purpose Entity

     Prior  to  1996,  the  Partnership   accounted  for  operating   activities
     associated with joint ownership of rental equipment as undivided interests,
     including its proportionate  share of each asset with similar  wholly-owned
     assets in its financial  statements.  Under generally  accepted  accounting
     principles, the effects of such activities, if material, should be reported
     using the equity  method of  accounting.  Therefore,  effective  January 1,
     1996,  the  Partnership  adopted  the  equity  method  to  account  for its
     investment in such jointly-held assets.

     The principle  differences  between the previous  accounting method and the
     equity method relates to the  presentation of activities  relating to these
     assets in the statement of operations. Whereas, under equity accounting the
     Partnership's  proportionate  share is  presented  as a single net  amount,
     "equity in net income (loss) of unconsolidated  special purpose  entities",
     under the  previous  method,  the  Partnership's  statement  of  operations
     reflected its  proportionate  share of each  individual item of revenue and
     expense.   Accordingly,  the  effect  of  adopting  the  equity  method  of
     accounting  has no  cumulative  effect  on  previously  reported  partner's
     capital  or on the  Partnership's  net  income  (loss)  for the  period  of
     adoption.  Because the effects on previously issued financial statements of
     applying the equity method of accounting to  investments  in  jointly-owned
     assets are not considered to be material to such financial statements taken
     as a whole,  previously issued financial statements have not been restated.
     However,  certain items have been  reclassified  in the  previously  issued
     balance sheet to conform to the current period presentation.

     The net investment in unconsolidated  special purpose entity includes a 31%
interest in a commuter aircraft.


<PAGE>



           PLM TRANSPORTATION EQUIPMENT PARTNERS VIIC 1985 INCOME FUND
                             (A Limited Partnership)

                                 BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>

                                                                            March 31,            December 31,
                                                                              1996                   1995
                                                                        ----------------------------------------

     <S>                                                                 <C>                    <C>          
     Equipment held for operating leases, at cost                        $   4,778,390          $   5,059,215
      Less accumulated depreciation                                         (4,348,943)            (4,536,562)
                                                                        ----------------------------------------
            Net equipment                                                      429,447                522,653

     Cash and cash equivalents                                                 512,811                551,094
     Investments in unconsolidated special purpose entities                    370,398                425,957
     Accounts receivable, net of allowance for doubtful accounts of
         $10,572 in 1996 and $6,649 in 1995                                     93,712                143,225
     Prepaid Insurance                                                           3,393                  5,435
                                                                        ========================================
           Total assets                                                  $   1,409,761          $   1,648,364
                                                                        ========================================

                                        LIABILITIES AND PARTNERS' CAPITAL

  Liabilities:

     Due to affiliates                                                   $       7,026          $       7,026
     Accounts Payable                                                           12,230                 15,202
                                                                        ----------------------------------------
          Total liabilities                                                     19,256                 22,228

     Partners capital (deficit):

     Limited Partners (33,727 units)                                         1,525,102              1,758,377
     General Partner                                                          (134,597)              (132,241)
                                                                        ----------------------------------------
           Total partners' capital                                           1,390,505              1,626,136
                                                                        ----------------------------------------

           Total liabilities and partners' capital                       $   1,409,761          $   1,648,364
                                                                        ========================================

</TABLE>








                       See accompanying notes to financial
                                  statements.


<PAGE>


           PLM TRANSPORTATION EQUIPMENT PARTNERS VIIC 1985 INCOME FUND
                             (A Limited Partnership)

                              STATEMENTS OF INCOME
<TABLE>
<CAPTION>

                                                                                               For the three months
                                                                                                 ended March 31,
                                                                                             1996               1995
                                                                                        -----------------------------------

          <S>                                                                             <C>             <C>         
          Lease revenue                                                                   $  109,192      $    314,676
          Interest and other income                                                            6,463            11,274
          Gain on disposition of
              equipment                                                                       34,445            18,691
                                                                                         --------------------------------
               Total revenues                                                                150,100           344,641

          Expenses:
          Depreciation                                                                        66,504           130,908
          Management fees to affiliate                                                        15,298            24,280
          Repairs and maintenance                                                             23,711            42,929
          General and administrative
              expenses to affiliates                                                          37,131            55,095
          Other general and administrative
              expenses                                                                        19,747             4,647
                                                                                       ----------------------------------
              Total expenses                                                                 162,391           257,859

      Equity in net income of unconsolidated special purpose entities                         36,977                --
                                                                                         --------------------------------

      Net income                                                                          $   24,686      $     86,782
                                                                                         ================================

      Partners' share of net income:
         Limited  Partners - 99%                                                          $   24,439      $     85,914
         General Partner - 1%                                                                    247               868
                                                                                         ================================
               Total                                                                      $   24,686      $     86,782
                                                                                         ================================


      Net income per Limited Partnership
         Unit (33,727 units)                                                              $     0.72      $       2.55
                                                                                         ================================

      Cash distributions                                                                  $  160,317      $    263,767
                                                                                         ================================

      Cash distribution per
         Limited Partnership Unit                                                         $     4.71      $       7.74
                                                                                         ================================

      Special cash distributions                                                          $  100,000      $    100,000
                                                                                         ================================

      Special cash distributions per
         Limited Partnership Unit                                                         $     2.94      $       2.94
                                                                                         ================================

      Total Cash Distributions per
         Limited Partnership Units                                                        $     7.65      $      10.68
                                                                                         ================================
</TABLE>


                       See accompanying notes to financial
                                  statements.

<PAGE>


             PLM TRANSPORTATION EQUIPMENT PARTNERS VIIC INCOME FUND
                             (A Limited Partnership)

                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
             For the period from December 31, 1994 to March 31, 1996

<TABLE>
<CAPTION>


                                                           Limited                General
                                                           Partner                Partner                  Total
                                                       ----------------------------------------------------------------

  <S>                                                  <C>                      <C>                   <C>          
  Partners' capital (deficit)
     at December 31, 1994                              $   2,622,019            $  (123,518)          $   2,498,501

  Net income                                                 173,422                  1,752                 175,174

  Cash distributions                                      (1,037,064)               (10,475)             (1,047,539)
                                                       ----------------------------------------------------------------

  Partners' capital (deficit)
     at December 31, 1995                                  1,758,377               (132,241)              1,626,136

  Net income                                                  24,439                    247                  24,686

  Quarterly cash distributions                              (158,714)                (1,603)               (160,317)

  Special distributions                                      (99,000)                (1,000)               (100,000)
                                                       ----------------------------------------------------------------

  Partners' capital (deficit)
     at March 31, 1996                                 $   1,525,102               (134,597)              1,390,505
                                                       ================================================================

</TABLE>






















                       See accompanying notes to financial
                                  statements.



<PAGE>



           PLM TRANSPORTATION EQUIPMENT PARTNERS VIIC 1985 INCOME FUND
                             (A Limited Partnership)

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                For the three months
                                                                                   ended March 31,
                                                                             1996                   1995
                                                                        --------------------------------------
  <S>                                                                    <C>                    <C>        
  Operating Activities:
  Net income                                                             $    24,686            $    86,782
    Adjustment to reconcile net income
       to net cash provided by operating activities:
     Gain on disposition of equipment                                        (34,445)               (18,691)
     Depreciation                                                             66,504                130,908
     Cash distributions from unconsolidated special purpose
       entities in excess of income accrued                                   55,559                     --
     Changes in operating assets and liabilities
         Restricted cash                                                          --                   (231)
        Accounts receivable, net                                              49,513                 26,856
        Prepaid insurance                                                      2,042                  1,035
        Due to affiliates                                                         --                (16,710)
        Accounts payable                                                      (2,972)                  (595)
        Prepaid deposits and engine reserves                                      --                    232
                                                                        --------------------------------------

  Cash provided by operating activities                                      160,887                209,586
                                                                        --------------------------------------

  Investing activities:
     Proceeds from disposition of equipment                                   61,147                 50,703
                                                                        --------------------------------------

  Cash provided by investing activities                                       61,147                 50,703
                                                                        --------------------------------------

  Cash flows used in financing activities:
     Cash distributions paid to partners                                    (260,317)              (363,767)
                                                                        --------------------------------------

  Net decrease in cash and cash equivalents                                  (38,283)              (103,478)

  Cash and cash equivalents at beginning of period                           551,094                799,068
                                                                        --------------------------------------

  Cash and cash equivalents at end of period                             $   512,811            $   695,590
                                                                        ======================================

</TABLE>





                       See accompanying notes to financial
                                  statements.



<PAGE>



           PLM TRANSPORTATION EQUIPMENT PARTNERS VIIC 1985 INCOME FUND
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1996

1.   Opinion of Management

     In the  opinion of the  management  of PLM  Financial  Services  Inc.,  the
     General Partner,  the accompanying  unaudited financial  statements contain
     all  adjustments  necessary,   consisting  primarily  of  normal  recurring
     accruals,  to present  fairly the  Partnership's  financial  position as of
     March 31,  1996,  the  statements  of income  and cash  flows for the three
     months  ended  March 31,  1996 and  1995,  the  statements  of  changes  in
     partners'  capital for the period from December 31, 1994 to March 31, 1996.
     Certain information and footnote disclosures normally included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles have been condensed or omitted from the  accompanying  financial
     statements.  For  further  information,  reference  should  be  made to the
     financial statements and notes thereto included in the Partnership's Annual
     Report on Form 10-K for the year ended  December 31,  1995,  on file at the
     Securities and Exchange Commission.

2.   Equipment

     The components of owned equipment are as follows:
<TABLE>
<CAPTION>

                                                           March 31,             December 31,
                                                             1996                    1995
                                                       -----------------------------------------
  <S>                                                   <C>                     <C>          
  Equipment held for operating leases:

  Trailers                                              $    4,560,847          $   4,833,449
  Marine containers                                            217,543                225,766
                                                       -----------------------------------------
                                                             4,778,390              5,059,215
  Less accumulated depreciation                             (4,348,943)            (4,536,562)
                                                       =========================================
  Net equipment                                         $      429,447          $     522,653
                                                       =========================================
</TABLE>

     All of the  equipment  owned  by the  Partnership  is  either  on  lease or
operating in  PLM-affiliated  short-term rental facilities as of March 31, 1996,
and at December 31, 1995.

     During the three  months  ended March 31,  1996,  the  Partnership  sold or
disposed of four marine  containers  and nine  trailers with a net book value of
$26,702 for  proceeds of $61,147.  During the three months ended March 31, 1995,
the Partnership sold or disposed of four marine containers and six trailers with
a net book value of $32,012 for proceeds of $50,703.

3.   Liquidation and special distributions

     During the first quarter of 1995, the  Partnership  completed its 10th year
     of  operations.  As  originally  anticipated  by the General  Partner,  the
     Partnership  will be liquidated  in an orderly  manner in its 11th and 12th
     years of operation. The General Partner is actively marketing the remaining
     equipment  portfolio with the intent of maximizing  sale proceeds.  As sale
     proceeds are received the General Partner intends to periodicially  declare
     special  distributions  to  distribute  the sale  proceeds to the partners.
     During the liquidation phase of the Partnership the equipment will continue
     to be leased under  operating  leases until sold.  Operating cash flows, to
     the  extent  they  exceed  Partnership   expenses,   will  continue  to  be
     distributed  on a quarterly  basis to partners.  The amounts  reflected for
     assets and liabilities of the Partnership have not been adjusted to reflect
     liquidation values. The

<PAGE>



           PLM TRANSPORTATION EQUIPMENT PARTNERS VIIC 1985 INCOME FUND
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1996

3.   Liquidation and special distributions (continued)

     equipment  portfolio  continues  to be carried at the lower of  depreciated
     cost or fair value  less cost to  dispose.  Although  the  General  Partner
     estimates that there will be distributions  after liquidation of assets and
     liabilities,  the amounts cannot be accurately  determined  prior to actual
     liquidation of the equipment. Any excess proceeds over expected Partnership
     obligations will be distributed to the Partners  throughout the liquidation
     period. Upon final liquidation, the Partnership will be dissolved.

     During the three months ended March 31, 1996, and 1995, the General Partner
     paid  special  distributions  of $2.94  per  Limited  Partnership  Unit for
     proceeds from equipment  liquidations.  The Partnership is not permitted to
     reinvest proceeds from sales or liquidations of equipment.  These proceeds,
     in excess of operational cash  requirements,  are periodically  paid out to
     limited  partners  in the form of  special  distributions.  The  sales  and
     liquidations occur because of equipment destructions,  the determination by
     the General Partner that it is the appropriate  time to maximize the return
     on an asset through sale of that asset, and, in some leases, the ability of
     the lessee to exercise purchase options.

4.   Investments in Unconsolidated Special Purpose Entites

     Prior  to  1996,  the  Partnership   accounted  for  operating   activities
     associated with joint ownership of rental equipment as undivided interests,
     including its proportionate  share of each asset with similar  wholly-owned
     assets in its financial  statements.  Under generally  accepted  accounting
     principles, the effects of such activities, if material, should be reported
     using the equity  method of  accounting.  Therefore,  effective  January 1,
     1996,  the  Partnership  adopted  the  equity  method  to  account  for its
     investment in such jointly-held assets.

     The principle  differences  between the previous  accounting method and the
     equity method relates to the  presentation of activities  relating to these
     assets in the  income  statement.  Whereas,  under  equity  accounting  the
     Partnership's  proportionate  share is  presented  as a single net  amount,
     "equity in net income (loss) of unconsolidated  special purpose  entities",
     under the previous method, the Partnership's income statement reflected its
     proportionate  share  of each  individual  item  of  revenue  and  expense.
     Accordingly,  the effect of adopting the equity method of accounting has no
     cumulative  effect  on  previously  reported  partner's  capital  or on the
     Partnership's  net income  (loss) for the period of  adoption.  Because the
     effects on previously  issued  financial  statements of applying the equity
     method  of  accounting  to  investments  in  jointly-owned  assets  are not
     considered to be material to such  financial  statements  taken as a whole,
     previously  issued  financial  statements have not been restated.  However,
     certain items have been reclassified in the previously issued balance sheet
     to conform to the current period presentation.

     The net investments in unconsolidated special purpose entities includes 31%
     and 80% interests in two separate commuter aircraft.


<PAGE>



ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
           RESULTS  OF OPERATIONS

(I)  Results of Operations

Comparison of the Partnerships' Operating Results for the Three Months Ended 
March 31, 1996 and 1995

TEP VIIB:

(A)  Revenues

Total revenues of $128,857 for the quarter ended March 31, 1996,  decreased from
$201,819 for the same period in 1995 due  primarily to lower lease  revenues and
lower  interest  and other  income,  offset by a higher gain on  disposition  of
equipment  for the first  quarter of 1996 when  compared  to the same  period in
1995.

(1)  Lease revenue decreased to $106,074 in the first quarter of 1996, from 
     $183,663 in the first quarter of 1995.

The following table lists lease revenues for owned equipment types:
<TABLE>
<CAPTION>

                                                             For the three months
                                                                ended March 31,
                                                       ----------------------------------
                                                           1996                1995
                                                       ----------------------------------

  <S>                                                  <C>                  <C>       
  Trailers                                             $    93,308          $  143,910
  Aircraft                                                      --              24,770
  Marine containers                                          5,266               7,903
  Rail equipment                                             7,500               7,080
                                                       ==================================
                                                       $   106,074          $  183,663
                                                       ==================================

</TABLE>

Although, net income was not affected by the change in accounting for investment
in  unconsolidated  special purpose entity,  lease revenues  attributable to the
unconsolidated  special  purpose entity totaled  $24,093 in the first quarter of
1996 which represented revenue for jointly-owned assets (refer to the "Equity in
net income of the unconsolidated special purpose entity" section below).

Significant  revenue  component  changes  related  to owned  equipment  resulted
primarily from:

     (a) Trailer  revenues  decreased  $50,602  due to the sale of two  trailers
during the last three  quarters of 1995,  and five trailers in the first quarter
of 1996, and a decline in utilization in the  PLM-affiliated  short-term  rental
facilities in 1996 compared to 1995 levels;

     (b) Marine containers  revenues  decreased $2,637 due to the disposition or
sale of 11 marine  containers in the last three  quarters of 1995 and six marine
containers in the first  quarter of 1996,  and lower  utlilization  in the first
quarter of 1996 compared to the same period in 1995.

(2) Interest and other income  decreased to $3,453 in the first  quarter of 1996
from $5,326 in the first  quarter of 1995.  This  increase was  primarily due to
lower interest rate earned on cash investments in the first quarter of 1996.



<PAGE>


(3) For the quarter  ended March 31, 1996,  the  Partnership  realized a gain of
$19,330 on the sale or disposition  of six marine  containers and five trailers,
compared  to the same  period in 1995 where the  Partnership  realized a gain of
$12,830 on the sale or disposition of six trailers and four marine containers.

(B)  Expenses

Total  expenses of $145,254 for the quarter ended March 31, 1996  decreased from
$221,890 for the same period in 1995.  Although net income was not affected as a
result of the change in  accounting  for  investment in  unconsolidated  special
purpose  entity,  expenses  attributable to the  unconsolidated  special purpose
entity  totaled   $14,762  in  the  first  quarter  of  1996,  all  relating  to
jointly-owned  assets (refer to the "Equity in net income of the  unconsolidated
special purpose entity" section below). The remaining decreases in 1996 expenses
are explained below:

(1) Direct  operating  expenses  (defined as repairs and  maintenance  expenses)
decreased  to $22,263 in the first  quarter  of 1996,  from  $44,164 in the same
period in 1995.  This  decrease is  primarily  attributable  to  disposition  of
trailers and containers during 1995 and 1996.

(2) Indirect  operating  expenses (defined as depreciation  expense,  management
fees to affiliates,  bad debt expenses, and general and administrative expenses)
increased to $122,991 in the first  quarter of 1996,  from $177,726 in the first
quarter of 1995. The change related to owned equipment resulted primarily from:

     (a) a decrease of $26,818 in bad debt expense due to the General  Partner's
evaluation of collectibility of the current open receivable balances;

     (b) a decrease in depreciation expense of $17,087 was due to asset sales or
dispositions during 1995 and 1996;

     (c) a decrease of $8,420 in all general and  administrative  expenses  from
1995 levels due to lower accounting costs associated with the Partnership,  less
license and  registration  fee for  trailers due to the  disposition  or sale of
trailers during 1995 and 1996, offset by an increase in audit fee.

(C) Equity in net income of the unconsolidated special purpose entity represents
the net income  generated  from jointly owned assets now accounted for under the
equity  method.  The aircraft  revene for the quarter ended March 31, 1996,  was
$24,093. Expenses totaled $14,762, composed mostly of depreciation expense.

(D) Net loss

The  Partnership's  net loss of $7,066 in the first  quarter of 1996,  decreased
from a net loss of  $20,071  in the first  quarter  of 1995.  The  Partnership's
ability to operate or liquidate assets, secure leases, and re-lease those assets
whose leases  expire during the duration of the  Partnership  is subject to many
factors,  and the Partnership's  performance in the first quarter of 1996 is not
necessarily  indicative of future  periods.  In the first  quarter of 1996,  the
Partnership  distributed  $98,056 to the Limited Partners,  or $4.40 per Limited
Partnership Unit.

TEP VIIC:

(A) Total  revenues of $150,100 for the quarter ended March 31, 1996,  decreased
from $344,641 for the same period in 1995 due primarily to lower lease  revenues
and lower  interest  and other  income,  offset by a larger  gain on the sale of
equipment in the first quarter of 1996, as compared to the same period in 1995.



<PAGE>


(1) Lease  revenue  decreased  to  $109,192  in the first  quarter  of 1996 from
$314,676 for the same period in 1995.  The following  table lists lease revenues
for owned equipment types.
<TABLE>
<CAPTION>

                                                             For the three months
                                                                ended March 31,
                                                       ----------------------------------
                                                           1996                1995
                                                       ----------------------------------

  <S>                                                  <C>                 <C>        
  Trailers                                             $   107,892         $   205,296
  Aircraft                                                      --              99,462
  Marine containers                                          1,300               9,918
                                                       ==================================
                                                       $   109,192         $   314,676
                                                       ==================================

</TABLE>

Although,  net  income  was  not  affected  by  the  change  in  accounting  for
investments  in  unconsolidated   special  purpose   entities,   lease  revenues
attributable to  unconsolidated  special purpose entities totaled $99,462 in the
first quarter of 1996 which represented revenue for jointly-owned  assets (refer
to the "Equity in net income of  unconsolidated  special purpose entity" section
below).

Significant  revenue  component  changes  related  to owned  equipment  resulted
primarily from:

     (a) Trailer revenue  decreased $97,404 due to the sale of eight trailers in
the last three  quarters of 1995 and nine  trailers in the first quarter of 1996
and a decline in utilization in the PLM-affiliated  short-term rental facilities
in 1996 compared to 1995 levels;

     (b) Marine  containers  revenues  decreased $8,618 due to disposition of 13
marine  containers  during  the last  three  quarters  of 1995  and four  marine
containers in the first quarter of 1996, and a lower  utlilization  in the first
quarter of 1996 compared to 1995 levels.

(2) For the quarter  ended March 31, 1996,  the  Partnership  realized a gain of
$34,445 on the sale or disposition of nine trailers and four marine  containers,
compared to the same period in 1995,  where the  Partnership  realized a gain of
$18,691 on the sale or disposition of six trailers and four marine containers.

(B)  Expenses

     Total  expenses of $162,391 for the quarter ended March 31, 1996  decreased
from $257,859 for the same period in 1995.  Although net income was not affected
as a result of the  change  in  accounting  for  investments  in  unconsolidated
special  purpose  entities,  expenses  attributable  to  unconsolidated  special
purpose  entities  totaled $62,628 in the first quarter of 1996, all relating to
jointly-owned  assets  (refer to the  "Equity  in net  income of  unconsolidated
special  purpose  entities"  section  below).  The  remaining  decreases in 1996
expenses are explained below:

(1) Direct  operating  expenses  (defined as repairs and  maintenance  expenses)
decreased  to $23,711 in the first  quarter  of 1996,  from  $42,929 in the same
period  of  1995  due  to   decreases  in   maintenance   for  trailers  in  the
PLM-affiliated  short-term  rental  facilities.  In the first  quarter  of 1995,
repairs were made on former term lease trailers prior to transitioning  into the
PLM-affiliated short-term rental facilities.

(2) Indirect  operating  expenses (defined as depreciation  expense,  management
fees to  affiliates,  and  general and  administrative  expenses)  decreased  to
$138,680  in the first  quarter of 1996 from  $214,930  in the first  quarter of
1995. The change related to owned equipment resulted primarily from:

     (a)  a  decrease  of  $8,844  in  depreciation  expense  from  1995  levels
reflecting asset sales or dispositions during 1995 and 1996;

     (b) a decrease in general and  administrative  expenses of $2,864 resulting
from a  decrease  in  indirect  costs  associated  with  the  operations  of the
PLM-affiliated  short-term rental facilities and lower accounting costs,  offset
by increase in audit fee.

(C) Equity in net income of unconsolidated  special purpose entities  represents
the net income  generated  from jointly owned assets now accounted for under the
equity method. The revene for these two aircraft for the quarter ended March 31,
1996, was $99,605.  Expenses  totaled  $62,628,  composed mostly of depreciation
expense.

(D)  Net Income

     The  Partnership's  net income decreased to $24,686 in the first quarter of
1996,  from $86,782 in the first quarter of 1995. The  Partnership's  ability to
operate or liquidate  assets,  secure  leases,  and re-lease  those assets whose
leases expire during the duration of the Partnership is subject to many factors,
and  the  Partnership's  performance  in  the  first  quarter  of  1996  is  not
necessarily  indicative of future  periods.  In the first  quarter of 1996,  the
Partnership  distributed $158,714 to the Limited Partners,  or $7.65 per Limited
Partnership Unit.

(II) Asset Sales

The General Partner is actively marketing the remaining equipment portfolio with
the intent of maximizing sale proceeds.

Equipment sales and dispositions prior to the Partnerships'  planned liquidation
phase generally  result from either the exercise by lessees of fair market value
purchase  options  provided for in certain leases,  or the payment of stipulated
loss  values on  equipment  lost or disposed of during the time it is subject to
lease  agreements.  Such disposal of equipment is unpredictable and results from
the wear, tear, and general risk of normal  operations.  As discussed in note 5,
the Partnerships  have entered the portfolio  liquidation  phase as of the third
quarter of 1995.  During the three months ended March 31, 1996, TEP VIIB sold or
disposed of five trailers and six marine  containers  for $34,213,  and TEP VIIC
sold or disposed of nine  trailers and four marine  containers  for $61,146.  As
discussed in note 3, the General  Partner is actively  marketing  the  remaining
equipment portfolio with the intent of maximizing sale proceeds.

(III)  Market Values

In March 1995, the Financial  Accounting Standards Board (FASB) issued Statement
No. 121,  "Accounting  for the  Impairment of Long-Lived  Assets and  Long-Lived
Assets to be Disposed  Of" (SFAS 121).  This  standard  is  effective  for years
beginning after December 15, 1995. The Partnership adopted SFAS 121 during 1995,
the effect of which was not  material as the method  previously  employed by the
Partnership  was  consistent  with SFAS 121. In  accordance  with SFAS 121,  the
General Partner  reviews the carrying value of its equipment  portfolio at least
annually in relation to expected  future  market  conditions  for the purpose of
assessing  recoverability  of the recorded  amounts.  If projected  future lease
revenue plus residual  values are less than the carrying value of the equipment,
a loss on  revaluation  is recorded.  No  adjustments  to reflect  impairment of
individual  equipment  carrying  values were required for the three months ended
March 31, 1996.

As of March 31, 1996,  the General  Partner  estimated  the fair market value of
each  Partnerships'  equipment  portfolio to be approximately:  $1.8 million and
$3.3 million for TEP VIIB and TEP VIIC respectively.



<PAGE>


(IV) Government Regulations

The General  Partner  operates the  Partnerships'  equipment in accordance  with
current  regulations  (see  Item 1 (D)  Government  Regulations).  However,  the
continuing  implementation  of  new  or  modified  regulations  by  some  of the
authorities   mentioned   previously,   or  others,  may  adversely  affect  the
Partnerships'  ability to continue to own or operate equipment in its portfolio.
These  on-going  changes in the  regulatory  environment,  both in the U.S.  and
internationally,  cannot be predicted  with any  certainty and thus preclude the
General  Partner  from  accurately  determining  the  impact of such  changes on
Partnership operations, purchases and sales of equipment.

(V)  Future outlook

Pursuant to the original  operating  plan, the  Partnerships  entered into their
liquidation  phase during 1995 and the General Partner is actively  pursuing the
sale of all of the Partnerships'  equipment with the intention of winding up the
Partnerships and distributing all available cash to the Partners.

(VI) Trends

     Inflation and changing prices did not materially  impact the  Partnerships'
revenues or expenses during the reported periods.



<PAGE>


                           PART II - OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  None.

         (b)      Reports on Form 8-K

                  None.



<PAGE>


Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                       PLM TRANSPORTATION EQUIPMENT
                                       PARTNERS VIIB 1985 INCOME FUND

                                       By:      PLM Financial Services, Inc.
                                                General Partner




Date:  May 13, 1996                    By:      /s/ David J. Davis
                                                ------------------
                                                David J. Davis
                                                Vice President and
                                                Corporate Controller







<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                         307,162
<SECURITIES>                                     8,227
<RECEIVABLES>                                   92,646
<ALLOWANCES>                                    32,026
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                       4,717,281
<DEPRECIATION>                               4,347,990
<TOTAL-ASSETS>                                 779,426
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                     735,657
<TOTAL-LIABILITY-AND-EQUITY>                   779,426
<SALES>                                              0
<TOTAL-REVENUES>                               152,950
<CGS>                                                0
<TOTAL-COSTS>                                  160,016
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                (7,066)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (7,066)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (7,066)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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