PLM INTERNATIONAL INC
10-Q/A, 1994-11-14
EQUIPMENT RENTAL & LEASING, NEC
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                              ___________________
                                  FORM 10-Q/A
                               (Amendment No. 1)


      [x]   Quarterly Report Pursuant to Section 13 or 15(d) of the
            Securities Exchange Act of 1934 
            For the fiscal quarter ended March 30, 1994.

      [ ]   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 1-9670
                            _______________________

                            PLM INTERNATIONAL, INC.
            (Exact name of registrant as specified in its charter)

           Delaware                                94-3041257
      (State or other jurisiction 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 (ro
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 [ ]

      Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the last practicable date: 
Common Stock - $.01 Par Value; Outstanding as of May 13, 1994 -
10,495,114 shares


<PAGE>
<TABLE>
                                     PLM INTERNATIONAL, INC.
                                   CONSOLIDATED BALANCE SHEETS
                             (1994 amounts as restated, see Note 8)
<CAPTION>
                                                        March 31,        December 31,
                                                          1994              1993     
                                                               (in thousands)
                                             ASSETS

<S>                                                     <C>                <C>     
Cash and cash equivalents                               $ 12,203           $ 19,685
Receivables                                                6,036              6,037
Receivables from affiliates                                9,017             10,981
Equity interest in affiliates                             17,432             17,707
Transportation equipment held for
 operating leases                                        203,470            205,810
 Less accumulated depreciation                          (105,498)          (105,122)
                                                          97,972            100,688
Restricted cash and cash equivalents                      13,312              7,055
Restricted marketable securities                          38,149             44,469
Other                                                     11,997             11,098

    Total assets                                        $206,118           $217,720

LIABILITIES, MINORITY INTEREST, AND SHAREHOLDERS' EQUITY

Liabilities:
  Senior secured debt                                   $ 36,747           $ 45,000
  Bank debt related to ESOP                               50,280             50,280
  Other secured debt                                       3,288              2,839
  Subordinated debt                                       31,000             31,000
  Payables and other liabilities                          13,608             18,082
  Deferred income taxes                                   19,116             19,386
    Total liabilities                                    154,039            166,587

Minority Interest                                            352                -0-

Shareholders' Equity:
  Preferred stock, $.01 par value, 10,000,000
   shares authorized, 4,901,474 at March 31, 
   1994, and 4,916,301 at December 31, 1993, 
   series A Convertible shares issued and 
   outstanding, aggregate $63,719,162 at 
   March 31, 1994, and $63,911,913 at 
   December 31, 1993, ($13 per share) 
   liquidation preference at paid-in amount               62,020             63,569
  Unearned Compensation/Loan to ESOP 
   on ESOP shares                                        (41,236)           (50,280)
                                                          20,784             13,289
  Common stock, $.01 par value, 50,000,000
   shares authorized, 10,486,782 shares issued 
   and outstanding at March 31, 1994,
   (excluding 417,209 shares held in treasury)
   and 10,465,306  at December 31, 1993,                     109                109
   (excluding 432,018 shares held in treasury)
  Paid in capital, in excess of par                       55,737             55,557
  Treasury stock                                            (100)              (131)
                                                          55,746             55,535
  Accumulated deficit                                    (24,803)           (17,691)
    Total shareholders' equity                            51,727             51,133

    Total liabilities, minority interest, 
      and shareholders' equity                          $206,118           $217,720

</TABLE>

                      See accompanying notes to these financial statements.

<PAGE>
<TABLE>

                                     PLM INTERNATIONAL, INC.
                              CONSOLIDATED STATEMENTS OF OPERATIONS
                             (1994 amounts as restated, see Note 8)
                              (in thousands, except per share data)


<CAPTION>
                                                     For the three months ended 
                                                                 March 31,      


                                                              1994          1993            
<S>                                                          <C>          <C>     
Revenues:
  Operating leases                                           $ 7,272      $  9,340          
  Management fees and partnership interests                    3,485         3,609          
  Commissions and other fees                                   3,202         3,913
  (Loss) gain on the disposal of transportation 
    equipment, net                                              (117)        1,397
  Other                                                        1,125           120
    Total revenues                                            14,967        18,379

Costs and expenses:
  Operations support                                           5,604         5,163
  Depreciation and amortization                                3,168         3,378
  Commissions                                                  1,556         2,883
  General and administrative                                   2,354         2,143
    Total costs and expenses                                  12,682        13,567

Operating income                                               2,285         4,812

 Interest expense                                              2,291         3,382
 Other income (expense), net                                     152          (295)
 Interest income                                                 803         1,327
 Income before income taxes                                      949         2,462

Provision (benefit) for income taxes                            (112)          874

Net income before cumulative effect of
  accounting change                                            1,061         1,588

Cumulative effect of accounting change                         5,130            --

Net (loss) income                                             (4,069)        1,588

Preferred dividend imputed on allocated shares                   562           341
Preferred dividend imputed on unallocated shares 
  (net of $521 income tax benefit for the three 
  months ended March 31, 1993)                                    --           895

Net (loss) income to common shares                           $(4,631)     $    352

(Loss) earnings per common share outstanding                 $ (0.37)     $   0.03

</TABLE>

                         See accompanying notes to financial statements.

<PAGE>
<TABLE>

                                     PLM INTERNATIONAL, INC.
                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (1994 amounts as restated, see Note 8)
(in thousands)  
                                                
<CAPTION>
                                                      For the three months ended 
                                                              March 31,         


                                                                    1994        1993  
<S>                                                                           <C>     <C>    
Cash flows from operating activities:
     Net income (loss)                                            $ (4,069)    $ 1,588
     Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
      Depreciation and amortization                                  3,168       3,378
      Cumulative effect of accounting change                         5,130          --
      Decrease in deferred income taxes                               (503)     (2,626)
      Compensation expense for ESOP, net                                85          --
      Loss (gain) on disposal of assets                                117      (1,380)
      Undistributed residual value interests                           217          69
      Minority interest in net income of subsidiaries                   20         -0-
      (Decrease) increase in payables and other liabilities         (5,666)      1,921
      Decrease in receivables and receivables from 
     affiliates                                                      2,314         232
      Cash distributions from affiliates in excess of             
       income accrued                                                  109          70
      Decrease in other assets                                         248         766
      Purchase of equipment for lease                                 (365)       (312)
      Proceeds from sale of equipment for lease                      1,182         109
      Purchase of assets held for sale to affiliates                (3,695)        -0-
      Proceeds from sale of assets held for sale to                                   
     affiliates                                                      3,695      17,534
Net cash provided by operating activities                            1,987      21,349

Cash flows from investing activities:
     Additional investment in affiliates                               (51)        -0-
  Proceeds from the sale of investments                                 89         -0-
     Proceeds from the maturity and sale of restricted 
    marketable securities                                           15,792      23,539
     Purchase of restricted marketable securities                   (9,472)    (23,963)
     Increase in restricted cash and cash equivalents               (6,257)     (4,615)
  Acquisition of subsidiaries                                       (1,139)        -0-
       Net cash used in investing activities                        (1,038)     (5,039)

Cash flows from financing activities:
     Principal payments under equipment loans                       (8,350)    (11,955)
     Cash dividends paid on Preferred Stock                           (934)     (1,034)
     Payments received from ESOP trustee                               834          --
  Proceeds from exercise of stock options                               19         -0-
     Financing of assets held for sale to affiliates                 2,953         -0-
     Repayment of financing for assets held for sale
    to affiliates                                                   (2,953)        -0-
       Net cash used in financing activities                        (8,431)    (12,989)

Net (decrease) increase in cash and cash equivalents                (7,482)      3,321
Cash and cash equivalents at beginning of period                    19,685       9,407
Cash and cash equivalents at end of period                        $ 12,203    $ 12,728

Supplemental information:

     Interest paid during the period                              $  2,535    $  3,069

     Income taxes paid during the period                          $  3,875    $    263

                         See accompanying notes to financial statements.
</TABLE>
<PAGE>

                          PLM INTERNATIONAL, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              March 31, 1994

1.          In the opinion of management, the accompanying
            unaudited consolidated financial statements contain
            all adjustments necessary to present fairly the
            Company's financial position as of March 31, 1994,
            and the statements of operations and cash flows for
            the three months ended March 31, 1994, and 1993.
            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 consolidated financial statements.  For
            further information, reference should be made to the
            financial statements and notes thereto included in
            the Company's Annual Report on Form 10-K for the year
            ended December 31, 1993, on file at the Securities
            and Exchange Commission.

2.          In February 1994, 6,667 common shares were issued for
            the exercise of stock options.  In addition, 14,809
            common shares were taken out of treasury stock and
            issued to former participants in the Company's
            Employee Stock Ownership Plan.  Consequently, the
            total common shares outstanding increased to
            10,486,782 at March 31, 1994, from the 10,465,306
            outstanding at December 31, 1993.  Net income (loss)
            per common share was computed by dividing net income
            (loss) to common shares by the weighted average
            number of shares of common stock deemed outstanding
            during the period which includes the Employee Stock
            Ownership Plan ("ESOP") convertible preferred shares
            committed to be released as prescribed under the
            American Institute of Certified Public Accountants 
            Statement of Position 93-6 which the Company has
            adopted (refer to Footnote 8).  Dilution that could
            result from the issuance of stock options is not
            material.  

3.          Certain amounts in the 1993 financial statements have
            been reclassified to conform to the 1994
            presentation.

4.          As of March 31, 1994, the Company has reclassified
            assets held for sale to equipment held for operating
            lease, unless the particular asset is subject to a
            pending contract for sale or held for sale to an
            affiliated  partnership.  Transportation equipment
            held for operating leases at March 31, 1994, and
            December 31, 1993, includes equipment previously
            reported as held for sale.

5.          As of January 1, 1994, the Company has adopted
            Statement of Financial Accounting Standards No. 115
            ("Accounting For Certain Investments in Debt and
            Equity Securities") ("SFAS No. 115").  At January 1,
            1994, the Company classified most of its marketable
            securities as held-to-maturity securities based on
            management intent and ability to hold.  All
            securities that were considered available-for-sale at
            January 1, 1994, were sold during the first quarter,
            with the corresponding gain or loss included in
            income.  As of March 31, 1994, the Company has
            classified all of its marketable securities as held-
            to-maturity securities.  Thus, all marketable
            securities are reported on the balance sheet at
            amortized cost, and any unrealized gains and losses
            have not been recorded.

6.          In February 1994, the Company completed the purchase
            of a majority interest in Aeromil Australia Pty Ltd
            ("Aeromil").  Aeromil is one of Australia's largest
            aircraft dealers specializing in local and
            international marketing of business, commuter, and
            commercial aircraft.  The acquisition was accounted
            for by the purchase method of accounting and
            accordingly the purchase price will be allocated to
            assets and liabilities based on the estimated fair
            value at the date of acquisition an no goodwill is
            expected to be recorded.  The portion of Aeromil not
            owned by PLM is shown as minority interest on the
            balance sheet.

7.          The Company's senior secured financing expires on
            June 30, 1994.  The Company is presently  in due
            diligence and documentation with a lender group to
            replace the senior secured debt.  Management of the
            Company believes this replacement financing will be
            completed prior to maturity of the senior secured
            debt.

8.          On November 22, 1993 the American Institute of
            Certified Public Accountants issued Statement of
            Position 93-6 "Employers' Accounting for Employee
            Stock Ownership Plans" (SOP 93-6) which changes the
            way companies report transactions with leveraged
            employee stock ownership plans ("ESOPs") for
            financial statement purposes, including the
            following: (i)  compensation expense is to be
            recognized based on the fair value of shares
            committed to be released to employees net of the
            imputed dividend on allocated shares; (ii)  interest
            received on the loan to the ESOP is not recorded as
            income; (iii)  only dividends on allocated shares are
            reflected as a reduction to income to common
            shareholders; and (iv) the previously reported Loan
            to Employee Stock Ownership Plan is not recognized
            under SOP 93-6; instead, an amount representing the
            unearned compensation related to the unallocated
            shares is reported as a reduction of Preferred Stock. 
            The Company elected to adopt SOP 93-6 in the third
            quarter of 1994, which required the previously issued
            financial statements to be restated to reflect the
            change in accounting as of January 1, 1994.  The
            adoption of SOP 93-6 resulted in a non-cash charge to
            earnings of $5.1 million for the impact of the change
            in accounting principle which was recorded as of the
            beginning of the year of adoption.  Additionally, SOP
            93-6 eliminates the recognition of interest income on
            the Company's loan to the ESOP and records the entire
            tax benefit of the ESOP as a reduction in income tax
            expense.

9.          Subsequent Event

            On May 11, 1994, the Company signed a memorandum of
            agreement to sell one marine vessel for $6.3 million
            which approximates its carrying value.  The sale is
            expected to be completed in the second or third
            quarter of 1994.

10.         Legal Proceedings  

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

<PAGE>

Item 2.  Management's Discussion and Analysis of Financial
Condition and Results
         of Operations

The Company owns a diversified portfolio of transportation
equipment from which it earns operating lease revenue and incurs
operating expenses.  The Company also raises investor equity
through syndicated partnerships and invests the equity raised in
transportation equipment which it manages on behalf of its
investors.  The Company earns various fees and equity interests
from syndication and investor equipment management activities.

The Company's transportation equipment held for operating leases
is mainly equipment built prior to 1988.  As trailer equipment
ages, the Company is generally replacing it with newer
equipment.  However, aged equipment for other equipment types
may not be replaced.  Rather, proceeds from the liquidation of
other equipment types may be invested in trailers or in other
Company investment opportunities.  Failure to replace equipment
may result in shorter lease terms and higher costs of
maintaining and operating aged equipment and, in certain
instances, limited remarketability.

For the Three Months Ended March 31, 1994, vs. March 31, 1993

(A)           Revenues

              The Company's total revenues for the quarters ended
              March 31, 1994, and 1993 were $15.0 million and
              $18.4 million, respectively.  The decrease in 1994
              revenues is principally composed of a 22% decrease
              in operating lease revenue, a 3% decrease in
              management fees and partnership interests, an 18%
              decrease in commission and other fees, and a loss on
              the disposal of transportation equipment, partially
              offset by a $1.0 million increase in other revenue. 

              1.    Operating Lease Revenues - $7.3 million vs.
                    $9.3 million

                 For the three months ended March 31, 1994, the
                 Company had an average $204.6 million of equipment
                 in its operating lease portfolio, which is
                 approximately $21.2 million less than the original
                 cost of equipment held during the first quarter of
                 1993.  The reduction in equipment is a consequence
                 of the Company's strategic decision to dispose of
                 certain assets resulting in the sale of almost its
                 entire railcar portfolio, a 23% reduction in its
                 aircraft fleet , and a net reduction of 5% and 16%
                 in its marine container and trailer portfolios,
                 respectively, compared to the first quarter of
                 1993.

                 The reduction in equipment is the primary reason
                 trailer, rail, aircraft, and marine container
                 revenue, were reduced by  $0.8 million, $0.6
                 million, $0.5 million, and $0.2 million,
                 respectively. Also contributing to the decline in
                 marine container revenue was lower utilization.

<PAGE>

              2.    Management Fees and Partnership Interests -
                    $3.5 million vs. $3.6 million

                 Management fees decreased approximately $0.2
                 million for the quarter ended March 31, 1994, as
                 compared to the first quarter of 1993.  These fees
                 are, for the most part, based on the revenues
                 generated by equipment under management.  The
                 managed equipment portfolio grows correspondingly
                 with new syndication activity.  Affiliated
                 partnership and investment program surplus
                 operating cash flows and loan proceeds invested in
                 additional equipment increase management fees. 
                 While equipment under management increased from
                 1993 to 1994, lease rates for affiliated
                 partnerships and investment programs fell so that
                 gross revenues, which give rise to the management
                 fees, decreased.  Equipment managed at March 31,
                 1994, and 1993 (measured at original cost)
                 amounted to $1.14 billion and $ 1.07 billion,
                 respectively.  The Company also records as
                 revenues its equity interest in the earnings of
                 the Company's affiliated partnerships which
                 revenues increased approximately $0.1 million from
                 the first quarter of 1993.

              3.    Commissions and Other Fees - $3.2 million vs.
                    $3.9 million

                 Commission revenue and other fees are derived from
                 raising syndicated equity and acquiring and
                 leasing equipment for Company-sponsored investment
                 programs.  Commission revenue consists of
                 placement fees which are earned on the amount of
                 equity raised.  Acquisition and lease negotiation
                 fees are earned on the amount of equipment
                 purchased and leased on behalf of syndicated
                 investment programs.  Debt placement fees are
                 earned for debt placed in the investment programs. 
                 These fees are governed by applicable program
                 agreements and securities regulations.  The
                 Company also receives a residual interest in
                 additional equipment acquired by affiliated
                 partnerships.  Income is recognized on residual
                 interests based upon the general partner's share
                 of the present value of the estimated disposition
                 proceeds of the equipment portfolios of 
                 affiliated partnerships.

                 During the three months ended March 31, 1994,
                 program equity raised totaled $17.0 million,
                 compared to $31.1 million in the same period of
                 1993, resulting in a decrease in placement
                 commissions of approximately $1.2 million. 
                 Syndication equity raising efforts are  influenced
                 by many factors, including general economic
                 conditions, performance of comparable investments,
                 and the number of firms that undertake to sell
                 Company-sponsored programs.  There can be no
                 assurances that future syndication sales will
                 perform as well as or better than prior periods. 
                 On behalf of various investor programs and
                 partnerships, a total of $31.4 million of
                 equipment was purchased during the three months
                 ended March 31, 1994, compared to $18.0 million in
                 the same period of 1993, resulting in a $0.8
                 million increase in acquisition and lease
                 negotiation fees.  

                 Residual interest income decreased $0.1 million as
                 a result of ad-  justments resulting from the sale
                 of program equipment for which the Company had
                 previously recorded residual interest income.

              4.    (Loss) Gain on the Disposal of Transportation
                    Equipment - ($0.1) million vs. $1.4 million

                 The loss  on the disposal of transportation
                 equipment in 1994 resulted from the net loss on
                 the disposition of trailers.  The gain in 1993 was
                 the result of the sale of railcars.

              
              5.    Other - $1.1 million vs $0.1 million

                 Other revenues are principally revenue earned by
                 Aeromil ($0.8 million), the Company's aircraft
                 leasing and spare parts brokerage subsidiary
                 acquired in February of 1994, and insurance
                 premiums earned by Transportation Equipment
                 Indemnity Company Ltd., a captive insurance
                 company.  

(B)           Costs and Expenses

              1.    Operations support expense (including salary
                    and office-related expenses for non-
                    administrative activities, provision for
                    doubtful accounts, equipment insurance, repair
                    and maintenance costs, and equipment
                    remarketing costs) increased $0.4 million (8%)
                    for the three months ended March 31, 1994, from
                    the same period in 1993.  The increase resulted
                    from $0.7 million in costs associated with the
                    operation of Aeromil.  This was offset by lower
                    equipment operation costs resulting from the
                    reduction in the equipment portfolio. 

              2.    Depreciation and amortization expense decreased
                    $0.2 million (6%) for the quarter ended March
                    31, 1994 as compared to the similar period in
                    1993.  The decrease resulted from the decrease
                    in depreciable equipment. 
              3.    Commission expenses are primarily incurred by
                    the Company in connection with the syndication
                    of investment partnerships.  Commissions are
                    also paid for certain leasing activities. 
                    Commission expenses for the three months ended
                    March 31, 1994, decreased $1.3 million (46%)
                    from a similar period in 1993.  The reduction
                    is the result of lower equity syndication
                    levels and lower equipment commissions.

              4.    General and administrative expenses increased
                    $0.2 million (10%) during the quarter ended
                    March 31, 1994, compared to a similar period in
                    1993.  The increase is a result of higher
                    professional service costs.


(C)           Other Items
              
              1.    Interest expense decreased to $2.3 million
                    compared with $3.4 million for the same period
                    in 1993 as a result of reduced debt levels.

              2.    Other income (expense) was income of $0.2
                    million in the first quarter of 1994, compared
                    to an expense of $0.3 million in the first
                    quarter of 1993.  The change is a result of a
                    reduction in the estimated cost related to the
                    Company's interest rate SWAP agreement  caused
                    by an increase in interest rates.

              3.    Interest income decreased to $0.8 million in
                    the three months ended March 31, 1994, compared
                    to $1.3 million for the same period in 1993,
                    primarily due to reduced marketable securities
                    and cash balances and lower interest rates paid
                    on investments and the adoption of SOP 93-6
                    which eliminates the recognition of interest
                    income on the Company's loan to the ESOP.

              4.    The provision for income taxes for the three
                    months ended March 31, 1994, of a $0.1 million
                    tax benefit reflects the entire tax benefit of
                    the ESOP.  For the quarter ended March 31,
                    1993, the Company's provision for income taxes
                    was $0.9 million, which represented an
                    effective rate of 36% and included the tax
                    benefit of the preferred dividend on only the
                    ESOP shares allocated to ESOP participants. 
                    Under Statement of Financial Accounting
                    Standards No. 109 ("Accounting For Income
                    Taxes") ("SFAS No. 109"), and the Company's
                    previous accounting for the ESOP, the ESOP
                    dividend is presented net of the tax benefit on
                    ESOP shares not allocated to participants. 
                    With the adoption of SOP 93-6 the entire tax
                    benefit for the ESOP is reflected in the
                    provision for income taxes.

(D)           Net (Loss) Income

              For the three months ended March 31, 1994, net
              income before the cumulative effect of the
              accounting change was $1.0 million.  In addition,
              $0.6 million is reflected for the imputed preferred
              dividend on allocated ESOP shares resulting in a net
              loss to common shareholders  before the cumulative
              effect of the accounting change of $0.5 million and
              a loss per common share of $0.04.  In comparison,
              for the same period in 1993, net income was $1.6
              million and the net income available to common
              shareholders was $0.4 million, with income per
              common share of $0.03.


<PAGE>

Liquidity and Capital Resources

Cash requirements have been historically satisfied through cash
flow from operations, borrowings, or sales of transportation
equipment.  

Liquidity throughout 1994 and beyond will depend, in part, on
continued remarketing of the equipment portfolio at similar
lease rates, continued success in raising syndicated equity for
the sponsored programs, effectiveness of cost control programs,
ability of the Company to secure new financing, and possible
additional equipment sales.  Management believes the Company can
accomplish the preceding and will have sufficient liquidity and
capital resources for the future.  Specifically, future
liquidity is influenced by the following:

(A)           Debt Financing:

              Senior and Subordinated Debt:  On October 28, 1992,
              the Company's senior secured term loan agreement was
              amended to provide an accelerated principal
              amortization schedule.  The amended agreement
              provides for the net proceeds from the sale of
              transportation equipment to be placed into
              collateral accounts to be used for principal
              reductions.  No further principal payments are
              required before maturity.  Final maturity of the
              senior secured indebtedness is June 30, 1994.  The
              Company is presently in due diligence and
              documentation with a lender group to replace the
              senior secured debt.  Management of the Company
              believes this replacement financing will be
              completed prior to maturity of the senior secured
              debt facility.

              Bridge Financing:  Assets held on an interim basis
              for placement with affiliated partnerships have,
              from time to time, been partially funded by a $25.0
              million short-term equipment acquisition loan
              facility.  This facility, made available to the
              Company effective June 30, 1993, provides 80 percent
              financing, and the Company uses working capital for
              the non-financed costs of these transactions.  The
              commitment for this facility expires on July 13,
              1994.  The Company expects to renew the facility at
              that time.  

              This facility, which is shared with PLM Equipment
              Growth and Income Fund VII, ("EGF VII") allows the
              Company to purchase equipment prior to the
              designated program or partnership being identified,
              or prior to having raised sufficient resources to
              purchase the equipment.  The Company usually enjoys
              a spread between the net lease revenue earned and
              the interest expense during the interim holding
              period.  As of May 13, 1994, the Company had no
              outstanding borrowings and EGF VII had borrowed $3.0
              million under this facility.


<PAGE>

(B)           Equity Financing:

              On August 21, 1989, the Company established a
              leveraged employee stock ownership plan ("ESOP").  
              PLM International issued 4,923,077 shares of
              Preferred Stock to the ESOP for $13.00 per share,
              for an aggregate purchase price of $64,000,001.  The
              sale was originally financed, in part, with the
              proceeds of a loan (the "Bank Loan") from a
              commercial bank (the "Bank") which proceeds were
              lent to the ESOP ("ESOP Debt") on terms
              substantially the same as those in the Bank Loan
              agreement.  The ESOP Debt is secured, in part, by
              the shares of Preferred Stock, while the Bank Loan
              is secured with cash equivalents and marketable
              securities.  Preferred dividends are payable semi-
              annually on February 21 and August 21, which
              corresponds to the ESOP Debt payment dates.  Bank
              Loan debt service is covered through release of the
              restricted cash and marketable securities.  While
              the annual ESOP dividend is fixed at $1.43 per
              share, the interest rate on the ESOP debt varies
              resulting in uneven debt service requirements.  If
              interest rates continue at current levels, it is
              expected that ESOP dividends during 1994 will exceed
              the required ESOP Debt service, with the excess
              being used for additional principal payments. 
              Management, as part of its overall strategic
              planning process, is evaluating the effectiveness of
              the ESOP and the Company's other qualified benefit
              plan.

              The Company elected in the third quarter of 1994, to
              adopt Statement of Position 93-6 "Employers'
              Accounting for Employee Stock Ownership Plans" (SOP
              93-6) which requires the previously issued financial
              statements to be restated to reflect the change in
              accounting as of January 1, 1994.  SOP 93-6 requires
              different accounting treatment for certain items
              relating to the ESOP than those previously used by
              the Company. (Refer to Footnote 8)

(C)           Portfolio Activities:

              In the first quarter of 1994, the Company generated
              proceeds of $1.2 million from the sale of equipment. 
              The net proceeds from these and other equipment
              sales were placed in collateral accounts as required
              by the amended senior secured term loan agreement
              and used for debt payments.  If the funds held in
              these collateral accounts exceed certain levels
              specified by the amended senior loan agreement, the
              excess of these funds  are available  for
              reinvestment in transportation equipment or  for
              other purposes.

              Over the last two years the Company has downsized
              the equipment portfolio, through the sale or
              disposal of under-performing and non-performing
              assets, in an effort to strengthen the future
              performance of the portfolio.  This downsizing
              exercise is now complete.  The Company will continue
              to identify under-performing and non-performing
              assets for sale or disposal as necessary, but the
              Company intends on maintaining approximately the
              same size portfolio for the near future.

(D)           Syndication Activities:

              The Company earns fees generated from syndication
              activities.   In May 1993, EGF VII became effective
              and selling activities commenced.  As of the date of
              this report, $59.4 million had been raised for this
              partnership.  The Company will likely continue to
              offer units in EGF VII through the end of 1994.  

              Although the Company has increased its market share
              over the last year, the overall Limited Partnership
              syndications market has been contracting.  The
              Company's management is concerned about the
              continued contraction of the syndications market and
              its effect on the volume of partnership equity that
              can be raised.  Management does not expect the
              Company to syndicate the same volume of partnership
              equity as it did last year.

<PAGE>

Item 1.       Legal Proceedings

See Note 9 of Notes to Consolidated Financial Statements.

(A)           Exhibits

              None

(B)           Reports on Form 8-K

              None


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


                PLM INTERNATIONAL, INC.






                                                  
                David J. Davis
                Vice President and Corporate
                Controller






Date: May 13, 1994  


<PAGE>

Item 1. Legal Proceedings

See Note 9 of Notes to Consolidated Financial Statements.

(A)  Exhibits

             None

(B)  Reports on Form 8-K

             None


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


                PLM INTERNATIONAL, INC.





                /s/ David J. Davis                
                David J. Davis
                Vice President and Corporate
                Controller






Date: May 13, 1994  



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extrated from the first
quarter 10-Q/A and is qualified in its entirety by reference to such 10-Q/A.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               MAR-31-1994
<CASH>                                           12203
<SECURITIES>                                     38149
<RECEIVABLES>                                     6036
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                          203470
<DEPRECIATION>                                  105498
<TOTAL-ASSETS>                                  206118
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
<COMMON>                                         55746
                                0
                                      20784
<OTHER-SE>                                     (24803)
<TOTAL-LIABILITY-AND-EQUITY>                    206118
<SALES>                                              0
<TOTAL-REVENUES>                                 14967
<CGS>                                                0
<TOTAL-COSTS>                                    12682
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                2291
<INCOME-PRETAX>                                    949
<INCOME-TAX>                                     (112)
<INCOME-CONTINUING>                               1061
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                       (5130)
<NET-INCOME>                                    (4069)
<EPS-PRIMARY>                                   (0.37)
<EPS-DILUTED>                                   (0.37)
        

</TABLE>


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