PLM EQUIPMENT GROWTH FUND V
10-Q, 1996-05-15
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 33-32258
                             -----------------------



                           PLM EQUIPMENT GROWTH FUND V
             (Exact name of registrant as specified in its charter)



       California                                        94-3104548
(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 EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)

                                 BALANCE SHEETS
                            (in thousands of dollars)

                                     ASSETS
<TABLE>
<CAPTION>


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

  <S>                                                                        <C>                   <C>        
  Equipment held for operating leases                                        $   158,486           $   159,314
  Less accumulated depreciation                                                  (88,155)              (85,564)
                                                                            -------------------------------------
    Net Equipment                                                                 70,331                73,750

  Cash and cash equivalents                                                        5,704                 5,583
  Restricted cash                                                                    223                   223
  Investments in unconsolidated special purpose entities                          19,857                16,158
  Accounts and note receivable, net of allowance for
    doubtful accounts of $150 in 1996 and $54 in 1995                              2,727                 2,583
  Investment in direct finance lease, net of
    accumulated amortization of $9 in 1996 and $2 in 1995                          2,554                 2,637
  Deferred charges, net of accumulated amortization of
    $1,249 in 1996 and $1,202 in 1995                                                470                   512
  Prepaid expenses and other assets                                                   87                   193
                                                                            -------------------------------------

  Total assets                                                               $   101,953           $   101,639
                                                                            =====================================


                    LIABILITIES AND PARTNERS' CAPITAL


  Liabilities:

  Accounts payable and accrued expenses                                       $       934           $       890
  Due to affiliates, net                                                            1,117                 1,116
  Prepaid deposits and reserve for repairs                                          3,132                 3,616
  Short term note payable                                                           5,610                    --
  Note payable                                                                     38,000                38,000
                                                                             --------------------------------------
        Total liabilities                                                          48,793                43,622

  Partners' capital:

  Limited Partners (9,169,019 Depositary Units at March 31,
    1996 and 9,175,944 at December 31, 1995)                                       53,160                58,017
  General Partner                                                                      --                    --
                                                                             --------------------------------------
        Total partners' capital                                                    53,160                58,017
                                                                             --------------------------------------

  Total liabilities and partners' capital                                     $   101,953           $   101,639
                                                                             ======================================


</TABLE>

                       See accompanying notes to financial
                                  statements.



<PAGE>



                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)

                              STATEMENTS OF INCOME
                (In thousands of dollars except per unit amounts)

<TABLE>
<CAPTION>

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

<S>                                                             <C>             <C>      
Revenues:

  Lease revenue                                                 $   7,961       $   8,695
  Interest and other income                                           192             315
  Net gain on disposition of equipment                                 52           2,385
                                                                -----------------------------
      Total revenues                                                8,205          11,395

Expenses:

  Depreciation and amortization                                     3,146           3,982
  Management fees to affiliate                                        406             448
  Repairs and maintenance                                             588           1,120
  Interest expense                                                    690             788
  Marine equipment operating expenses                               2,133           1,950
  Insurance expense to affiliate                                      198             280
  Other insurance expense                                             341             258
  General and administrative
    expenses to affiliates                                            149             120
  Other general and administrative expenses                           136             100
  Bad debt expense                                                     26              34
                                                                -----------------------------
      Total expenses                                                7,813           9,080
                                                                -----------------------------

Equity in net loss of unconsolidated
  special purpose entities                                           (344)             --
                                                                -----------------------------

Net income                                                      $      48       $   2,315
                                                                =============================

Partners' share of net income (loss):

  Limited Partners                                              $    (194)      $   2,072
  General Partner                                                     242             243
                                                                -----------------------------

Total                                                           $      48       $   2,315
                                                                =============================

Net income (loss) per Depositary Unit
  (9,169,019 Units in 1996 and 9,178,030
  in 1995)                                                      $   (0.02)      $    0.23
                                                                =============================

Cash distributions                                              $   4,829       $   4,845
                                                                =============================

Cash distributions per Depositary Unit                          $    0.50       $    0.50
                                                                =============================

</TABLE>


                       See accompanying notes to financial
                                  statements.



                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)

                 STATEMENTS OF CHANGES IN PARTNERS' CAPITAL For
               the period from December 31, 1994 to March 31, 1996
                                 (in thousands)
<TABLE>
<CAPTION>



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

  <S>                                                           <C>                 <C>                 <C>          
  Partners' capital at December 31, 1994                        $   75,893          $                   $   75,893
                                                                                           --

  Net income                                                         1,077                968                2,045

  Repurchase of Depositary Units                                      (579)                --                 (579)

  Cash distributions                                               (18,374)              (968)             (19,342)
                                                               -------------------------------------------------------

  Partners' capital at December 31, 1995                            58,017                 --               58,017

  Net income (loss)                                                   (194)               242                   48

  Repurchase of Depositary Units                                       (76)                --                  (76)

  Cash distributions                                                (4,587)              (242)              (4,829)
                                                               -------------------------------------------------------

  Partners' capital at March 31, 1996                           $   53,160          $      --           $   53,160
                                                               =======================================================


</TABLE>
























                       See accompanying notes to financial
                                  statements.



<PAGE>



                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>


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

  <S>                                                                                  <C>                    <C>      
  Operating activities:
    Net income                                                                         $       48             $   2,315
    Adjustments to reconcile net income to
      cash provided by operating activities:
        Depreciation and amortization                                                       3,146                 3,982
        Net gain on disposition of equipment                                                  (52)               (2,385 )
        Cash distributions from unconsolidated special purpose entities
           in excess of loss                                                                1,911
        Changes in operating assets and liabilities:
          Accounts and note receivable, net                                                  (144)                  (42 )
          Prepaid expenses and other assets                                                   106                   (63 )
          Due to affiliates, net                                                                1                   403
          Accounts payable and accrued expenses                                                47                   310
          Prepaid deposits and reserve for repairs                                           (484)                   72
                                                                                      --------------------------------------
  Cash provided by operating activities                                                     4,579                 4,592
                                                                                      --------------------------------------

  Investing activities:
    Proceeds from disposition of equipment                                                    435                 8,128
    Payments for purchase of equipment and capital
        improvements                                                                          (64)               (4,069 )
    Payments of acquisition-related fees to affiliate                                          --                  (220 )
    Investment in equipment purchased and placed in
       unconsolidated special purpose entities                                             (5,610)                   --
    Collection of investment in direct finance lease                                           76                    --
                                                                                      --------------------------------------
                                                                                      --------------------------------------
  Cash (used in) provided by investing activities                                          (5,163)                3,839
                                                                                      --------------------------------------

  Financing activities:
    Proceeds from short term note payable                                                   5,610                    --
    Cash distributions paid to an affiliate                                                  (242)                 (243 )
    Cash distributions paid to the limited partners                                        (4,587)               (4,602 )
    Repurchases of depositary units                                                           (76)                 (554 )
                                                                                      --------------------------------------
  Cash provided by (used in) financing activities                                             705                (5,399 )
                                                                                      --------------------------------------

  Net increase in cash and cash equivalents                                                   121                 3,032

  Cash and cash equivalents at beginning of period                                          5,583                20,200
                                                                                      --------------------------------------

  Cash and cash equivalents at end of period                                           $    5,704             $  23,232
                                                                                      ======================================

  Supplemental information:
    Interest paid                                                                      $      722             $     692
                                                                                      ======================================

</TABLE>

                       See accompanying notes to financial
                                  statements.



<PAGE>



                           PLM EQUIPMENT GROWTH FUND V
                             (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 financial position of PLM Equipment Growth Fund
V (the  "Partnership")  as of March 31, 1996,  the  statements of income and the
statements  of cash flows for the three months  ended March 31, 1996,  and 1995,
and the statements of changes in partners'  capital for the period  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.   Repurchase of Depositary Units

At December 31, 1995, the Partnership agreed to repurchase  approximately  7,900
Depositary  Units for an aggregate  purchase  price of $90,000.  As of March 31,
1996, the Partnership repurchased 6,925 Depositary Units for $76,000 The General
Partner anticipates that the remaining Units will be repurchased during the next
three months.

3.   Investments in Unconsolidated Special Purpose Entities

During the second half of 1995, the  Partnership  began to increase the level of
its participation in the ownership of large-ticket  transportation  assets to be
owned and operated jointly with affiliated programs. This trend has continued in
the first quarter of 1996.

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 relate 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.

During the three  months  ended  March 31,  1996,  the  Partnership  purchased a
partial  beneficial  interest in a trust of five  commercial  aircraft  for $5.6
million and incurred  acquisition and lease  negotiation fees of $0.3 million to
PLM Transportation Equipment Corporation, an affiliate of the General Partner.




                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1996

3.   Investments in Unconsolidated Special Purpose Entities (continues)

The net  investments in  unconsolidated  special  purpose  entities  include the
following  jointly-owned  equipment  (and related  assets and  liabilities)  (in
thousands):
<TABLE>
<CAPTION>

                                                                                             March 31,            December 31,
  % Ownership           Equipment                                                               1996               1995
  --------------------------------------------------------------------------------------------------------------------------
        <S>           <C>                                                                <C>                  <C>       
        50%           Bulk carrier                                                       $    3,672           $    3,778
        50%           Product tanker                                                          2,719                2,841
        17%           Two trusts consisting of three commercial aircraft, two
                        aircraft engines, and a portfolio of aircraft rotables                4,114                5,334
        14%           Trust that consists of seven commercial aircraft                        3,891                4,205
        20%           Trust that consists of five commercial aircraft                         5,461                   --
                                                                                        ----------------------------------
                        Net investments                                                  $   19,857           $   16,158
                                                                                        ==================================
</TABLE>

4.   Cash Distributions

     Cash  distributions are recorded when paid and totaled $4.8 million for the
three months ended March 31, 1996. Cash  distributions to Unit holders in excess
of net  income  are  considered  to  represent  a return  of  capital  using the
Generally Accepted Accounting  Principle (GAAP) basis. Cash distributions to the
Limited  Partners of $4.5  million and $2.5 million for three months ended March
31, 1996 and 1995,  respectively,  were  deemed to be a return of capital.  Cash
distributions  related to the first quarter results of $3.2 million were paid or
are payable during April and May 1996,  depending on whether the individual unit
holder elected to receive a monthly or quarterly distribution check.

     5.  Equipment

     Owned equipment held for operating leases is stated at cost. The components
of equipment are as follows (in thousands):
<TABLE>
<CAPTION>

                                                  March 31,          December 31,
                                                    1996                 1995
                                              ------------------------------------
  <S>                                          <C>                   <C>       
  Marine vessels                               $    52,259           $   52,259
  Mobile offshore drilling units                    25,204               25,204
  Marine containers                                 27,451               28,278
  Aircraft                                          32,903               32,903
  Rail equipment                                    11,017               11,041
  Trailers                                           9,652                9,629
                                              ------------------------------------
                                                   158,486              159,314
  Less accumulated depreciation                    (88,155)             (85,564)
                                              ------------------------------------
                                              ====================================
  Net equipment                                $    70,331           $   73,750
                                              ====================================
</TABLE>

As of  March  31,  1996,  all of the  Partnership's  equipment  was on  lease or
operating  in  PLM-affiliated  short-term  trailer  rental  yards  except for 27
railcars with a net book value of $0.4 million.  As of December 31, 1995, all of
the  Partnership's  equipment  was  on  lease  or  operating  in  PLM-affiliated
short-term trailer rental yards

During the three months ended March 31, 1996,  the  Partnership  disposed of 242
marine  containers  and 3 railcars  with an aggregate net book value of $383,000
for  proceeds of $435,000.  During the three  months  ended March 31, 1995,  the
Partnership  disposed of 230 marine containers with a net book value of $328,000
for proceeds of $378,000. The Partnership also sold 97 railcars, which were held
for sale as of December 31,  1994,  with a net book value of  $1,870,000  at the
date of sale for proceeds of $2,630,000  and one marine  vessel,  which was also
held for  sale,  with a net book  value  of  $3,990,000  at the date of sale for
proceeds of $5,120,000.  Included in the gain on sale of the marine vessels,  is
the unused portion of accrued dry docking and commissions related to the sale, a
net of $445,000.

<PAGE>

                           PLM EQUIPMENT GROWTH FUND V
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1996

6.   Debt

The General  Partner has entered into a joint $25 million  credit  facility (the
"Committed Bridge Facility") on behalf of the Partnership,  PLM Equipment Growth
Fund II, PLM  Equipment  Growth  Fund III,  PLM  Equipment  Growth  Fund IV, PLM
Equipment   Growth  Fund  VI,  PLM  Equipment  Growth  &  Income  Fund  VII  and
Professional   Lease  Management  Income  Fund  I  ("Fund  I"),  all  affiliated
investment programs, and TEC Acquisub,  Inc. ("TECAI"), an indirect wholly-owned
subsidiary  of the  General  Partner,  which  may be  used  to  provide  interim
financing of up to (i) 70% of the  aggregate  book value or 50% of the aggregate
net fair market value of eligible  equipment owned by the Partnership or Fund I,
plus (ii) 50% of unrestricted  cash held by the borrower.  The Committed  Bridge
Facility became  available on December 20, 1993, and was amended and restated on
September  27,  1995 to expire on  September  30,  1996.  The  Committed  Bridge
Facility  also  provides  for a $5  million  Letter of Credit  Facility  for the
eligible  borrowers.  Outstanding  borrowings  by Fund I, TECAI or PLM Equipment
Growth Funds II through VII reduce the amount  available to each other under the
Committed Bridge Facility.  Individual borrowings may be outstanding for no more
than 179 days,  with all advances  due no later than  September  30,  1996.  The
Committed   Bridge  Facility   prohibits  the  Partnership  from  incurring  any
additional  indebtedness.  Interest accrues at either the prime rate or adjusted
LIBOR plus 2.5% at the borrowers  option and is set at the time of an advance of
funds.  Borrowings by the Partnership are guaranteed by the General Partner.  As
of March 31, 1996, the  Partnership  had  $5,610,000 in  outstanding  borrowings
under  the  Committed  Bridge  Facility,   PLM  Equipment  Growth  Fund  VI  had
$11,220,000  and TECAI had  $7,706,000 in  outstanding  borrowings.  None of the
other programs had any outstanding borrowings.



<PAGE>



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

(I)  RESULTS OF OPERATIONS

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

(A)  Revenues

Total  revenues of $8.2 million for the quarter ended March 31, 1996,  decreased
from $11.4  million for the same period in 1995.  This decrease in 1996 revenues
was primarily attributable to a lower gain recorded on the sale of equipment and
lower lease revenues.

(1) The  Partnership's  lease  revenue  decreased  to $8.0  million in the first
quarter 1996 from $8.7 million  during the first  quarter  1995.  The  following
table presents lease revenues earned by equipment type (in thousands):
<TABLE>
<CAPTION>

                                                           For the three months
                                                              ended March 31,
                                                       ------------------------------
                                                          1996              1995
                                                       ------------------------------
  <S>                                                  <C>                <C>     
  Marine vessels                                       $  4,044           $  5,215
  Mobile offshore drilling units                            652                620
  Marine containers                                         983              1,001
  Aircraft                                                1,317                819
  Rail equipment                                            596                686
  Trailers                                                  369                354
                                                       ==============================
                                                       $  7,961           $  8,695
                                                       ==============================
</TABLE>

Although net income was not affected by the change in accounting for investments
in unconsolidated special purpose entities (see note 3 to financial statements),
lease revenues  attributable to unconsolidated  special purpose entities totaled
$1.5 million in the first quarter of 1996,  which included $0.7 million and $0.8
million in aircraft and marine vessels revenue, respectively,  which represented
revenues  for  jointly-owned  assets  (refer  to  the  "Equity  in net  loss  of
unconsolidated  special purpose entities" section below).  The remaining changes
in 1996 lease revenues of owned equipment are explained below:

     (a) an increase of $0.5  million in aircraft  revenues is due  primarily to
the acquisition and lease of six aircraft during the second quarter of 1995;

     (b) an  increase  of $32,000  in  revenues  earned by the  mobile  offshore
drilling  unit was due to a higher  re-lease  rate  negotiated  during the third
quarter of 1995;

     (c) the net decline of $1.2 million in marine  vessel  revenues is due to a
number of factors:

              (c-1) Revenues  increased $0.8 million during the first quarter of
1996 due to one marine vessel which is operating  under a voyage  charter during
1996 compared to a time charter during the same period of 1995;

              (c-2)  Revenues  increased  $0.2 million due a marine vessel which
was off-hire for 20 days during the first quarter of 1995,  compared to being on
hire the full first quarter of 1996;

              (c-3) Revenues  decreased $0.1 million during the first quarter of
1996 due to lower profit  sharing  earning of one marine vessel when compared to
the same quarter of 1995;

              (c-4)  Revenues  declined $0.7 million during the first quarter of
1996 due to the sale of two marine  vessels  which were on lease during the same
period of 1995;


Voyage charters are short-term  leases lasting the duration of specific voyages,
typically 30 to 45 days.  Voyage charters have higher  revenues  associated with
them since the owner pays for costs,  such as bunkers and port  costs,  normally
borne  by the  lessees  under  time  or  bare-boat  charters.  To  position  the
Partnership's  marine  vessel fleet for a potential  upturn in the marine vessel
market,  the  Partnership  has entered  some of its marine  vessels  into voyage
charters and plans to enter into longer-term contracts as the market improves;

     (d) a decrease of $18,000 in marine container revenues due primarily to the
disposal of 1,300 marine containers in service between the 1996 and 1995 periods
offset by higher  utilization and rents earned by the remaining fleet during the
first quarter of 1996;

     (e) declines of $0.1 million in rail equipment  revenues were due primarily
to the sale of 97 railcars  which were on lease for two months prior to the sale
in late February 1995.

(2) Interest and other income  decreased  $0.1 million when compared to the same
period of 1995 due primarily to lower cash balances available for investment.

(3) Net gain on disposition  of equipment  during the first quarter of 1996, was
realized  on the  disposal  of 242  marine  containers  and 3  railcars  with an
aggregate net book value of $383,000 for proceeds of $435,000.  During the first
quarter 1995,  the  Partnership  disposed of 230 marine  containers,  one marine
vessel,  and 97 railcars  with an  aggregate  net book value of $6.2 million for
proceeds of $8.1 million.  Included in the gain on sale of the marine vessel, is
the unused portion of dry docking  reserves and commissions in the net amount of
$0.4 million.

(B)  Expenses

Total  expenses of $7.8 million for the quarter ended March 31, 1996,  decreased
from $9.1 million for the same period in 1995. The decrease in 1996 expenses was
attributable  to  lower  depreciation  expense,  repairs  and  maintenance,  and
interest expense partially offset by increases in marine operating expenses, and
administrative  expenses.  Although net income was not affected by the change in
accounting for investments in special purpose entities, expenses attributable to
unconsolidated  special  purpose  entities  totaled  $2.1  million  in the first
quarter of 1996, which included $1.1 million,  $0.1 million,  $0.4 million,  and
$0.3  million  in  depreciation  and   amortization,   management  fees,  marine
operating,   and   administrative  and  other  expenses,   respectively,   which
represented  expenses for jointly-owned assets (refer to the "Equity in net loss
of  unconsolidated  special  purpose  entities"  section  below).  The remaining
changes in 1996 expenses of owned equipment are explained below:

(1) Direct operating  expenses  (defined as repairs and  maintenance,  insurance
expenses,  and marine equipment operating expenses) decreased to $3.3 million in
the first  quarter of 1996,  from $3.6 million in the same period in 1995.  This
change resulted from:

     (a) an increase of $0.2 million in marine equipment  operating expenses due
primarily to the following:

              (a-1) Marine equipment  operating  expenses decreased $0.3 million
     due to the sale of two  marine  vessels  during  the first  quarter of 1995
     which were in service during that period;

              (a-2) These decreases in marine equipment  operating expenses were
     offset by an increase of $1.0  million  due to one marine  vessel  which is
     operating  under a voyage charter during the first quarter of 1996 compared
     to operating under a time charter during the first quarter of 1995;

              (a-3) Additionally,  marine equipment operating expenses increased
     $0.1  million due to the off-hire  status of one marine  vessel for 20 days
     during 1995.  This same marine vessel was  operational  the full quarter of
     1996 resulting in the increase;

     (b) repairs and  maintenance  costs decreased $0.5 million during the first
quarter of 1996 due to the following:

              (b-1) Marine vessel repairs and maintenance decreased $0.5 million
during the first quarter of 1996 due primarily to the sale of two marine vessels
during  1995  which  required  drydocking  accruals  of $0.4  million  while  in
service.;

              (b-2)  Railcar  repairs and  maintenance  also  decreased  $43,000
     during  the first  quarter of 1996 due the sale of 97  railcars  during the
     first quarter of 1995.

(2)  Indirect  operating  expenses  (defined as  depreciation  and  amortization
expense,  management  fees,  interest  expense,  and general and  administrative
expenses)  decreased  to $4.5  million  in the first  quarter  of 1996 from $5.4
million in the first quarter of 1995. This change resulted primarily from:

     (a) a decrease in  depreciation  and  amortization  expense of $0.8 million
from 1995 due to the Partnership's  double-declining depreciation method and the
sale of two marine vessels during 1995,  offset, in part, by the purchase of six
aircraft during the second quarter of 1995.;

     (b) a decrease of $0.1  million in interest  expenses  due to a decrease in
the base rate of interest  charged on the  Partnership's  debt. The decrease was
offset minimally by the end-of-the-quarter increase in Partnership debt;

     (c) an increase of $0.1  million in  administrative  expenses was due to an
increase in data  processing  charges,  and costs  allocated from the PLM Rental
yards due to trailer purchases during 1995.

(C)  Equity in net loss of unconsolidated special purpose entities

Equity in net loss of unconsolidated special purpose entities represents the net
loss  generated  from jointly  owned assets now  accounted  for under the equity
method (see note 3 to financial statements).

At March 31 1996 and 1995,  the  Partnership's  interest  in two  jointly  owned
marine  vessels  were  affected by this change.  The revenues  generated by this
equipment decreased $0.7 million when compared to the same period of 1995 due to
the off-hire  status of one of these vessels for 22 days during 1996 compared to
being on  lease  the  full  quarter  of 1995.  Marine  operating  expenses  also
decreased $0.1 million due to the off hire status of the one marine vessel.

As of March 31 1996, the Partnership had acquired a partial beneficial  interest
in four trusts which is comprised of 15 commercial  aircraft, 2 aircraft engines
and a portfolio of aircraft  rotables.  Revenues  earned by these trusts of $0.7
million were offset by depreciation expense of $0.8 million.

(D)  Net income

The Partnership's net income of $48,000 in the first quarter of 1996,  decreased
from a net income of $2.3 million in the first quarter 1995.  The  Partnership's
ability to acquire,  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 $4.6 million to the Limited  Partners,  or
$0.50 per Limited Partnership Unit.

(II) FINANCIAL CONDITION - CAPITAL RESOURCES, LIQUIDITY, DISTRIBUTIONS, AND 
     UNIT REDEMPTION PLAN

The Partnership  purchased its initial  equipment  portfolio with capital raised
from its initial equity offering, short term debt of $5.6 million, and permanent
debt financing of $38 million.  No further capital  contributions  from original
partners are permitted under the terms of the Partnership's  Limited Partnership
Agreement.  The Partnership's  total outstanding debt,  currently $43.6 million,
can only be increased by a maximum of $1.4 million subject to specific covenants
in the existing debt agreement. The Partnership relies on operating cash flow to
meet its  operating  obligations,  make  cash  distributions  to  partners,  and
increase the  Partnership's  equipment  portfolio  with any remaining  available
surplus cash.

The General  Partner has entered into a joint $25 million  credit  facility (the
"Committed Bridge Facility") on behalf of the Partnership,  PLM Equipment Growth
Fund II, PLM  Equipment  Growth  Fund III,  PLM  Equipment  Growth  Fund IV, PLM
Equipment   Growth  Fund  VI,  PLM  Equipment  Growth  &  Income  Fund  VII  and
Professional   Lease  Management  Income  Fund  I  ("Fund  I"),  all  affiliated
investment programs, and TEC Acquisub,  Inc. ("TECAI"), an indirect wholly-owned
subsidiary  of the  General  Partner,  which  may be  used  to  provide  interim
financing of up to (i) 70% of the  aggregate  book value or 50% of the aggregate
net fair market value of eligible  equipment owned by the Partnership or Fund I,
plus (ii) 50% of unrestricted  cash held by the borrower.  The Committed  Bridge
Facility became  available on December 20, 1993, and was amended and restated on
September  27, 1995,  to expire on  September  30, 1996.  The  Committed  Bridge
Facility  also  provides  for a $5  million  Letter of Credit  Facility  for the
eligible  borrowers.  Outstanding  borrowings  by Fund I, TECAI or PLM Equipment
Growth Funds II through VII reduce the amount  available to each other under the
Committed Bridge Facility.  Individual borrowings may be outstanding for no more
than 179 days,  with all advances  due no later than  September  30,  1996.  The
Committed   Bridge  Facility   prohibits  the  Partnership  from  incurring  any
additional  indebtedness.  Interest accrues at either the prime rate or adjusted
LIBOR plus 2.5% at the borrowers  option and is set at the time of an advance of
funds.  Borrowings by the Partnership are guaranteed by the General Partner.  As
of March 31, 1996, the  Partnership  had  $5,610,000 in  outstanding  borrowings
under  the  Committed  Bridge  Facility,   PLM  Equipment  Growth  Fund  VI  had
$11,220,000  and TECAI had  $7,706,000 in  outstanding  borrowings.  None of the
other  programs  had any  outstanding  borrowings.  The  General  Partner  is in
negotiation  to  renew  the  Committed  Bridge  Facility  and  believes  it will
successfully  negotiate an extension of the Committed  Bridge  Facility prior to
expiration on terms,  at least,  as favorable as those in the current  Committed
Bridge Facility.

For the three months ended March 31, 1996, the Partnership  generated sufficient
operating cash to meet its operating obligations, and maintain the current level
of distributions  (total for three months ending March 31, 1996 of approximately
$4.8 million) to the partners, but used undistributed  available cash from prior
periods of $0.2  million.  During the three  months  ended March 31,  1996,  the
General Partner sold equipment for $0.4 million while reinvesting  approximately
$5.7 million (including capital improvements and fees).

     Beginning January 1, 1994, the Partnership became obligated,  under certain
conditions,  to redeem up to 2% of the outstanding  Depositary  Units each year.
The  purchase  price to be offered for such  outstanding  Units will be equal to
110% of the unrecovered  principal  attributed to the Units - where  unrecovered
principal is defined as the excess of the capital contribution attributable to a
Unit over the  distributions  from any source paid with respect to that Unit. At
December 31, 1995, the Partnership agreed to purchase  approximately 7,900 Units
for an  aggregate  price of  approximately  $90,000.  At  March  31,  1996,  the
Partnership  repurchased 6,925 Depositary Units for $76,000. The General Partner
anticipates  that the remaining Units will be repurchased  during the next three
months with funds generated from operations.

(III)    TRENDS

The Partnership's operation of a diversified equipment portfolio in a broad base
of markets is  intended  to reduce its  exposure  to  volatility  in  individual
equipment  sectors.  Throughout  1995,  and  the  first  part  of  1996,  market
conditions,  supply and demand equilibrium,  and other factors varied in several
markets.  In the  container  and  refrigerated  over-the-road  trailer  markets,
oversupply conditions,  industry  consolidations,  and other factors resulted in
falling  rates and lower  returns.  In the dry  over-the-road  trailer  markets,
strong  demand  and  a  backlog  of  new  equipment   deliveries  produced  high
utilization and returns.  The marine vessel,  rail, and mobile offshore drilling
unit markets could be generally  categorized  by increasing  rates as the demand
for  equipment  is  increasing  faster than new  additions  net of  retirements.
Finally,  demand for  narrowbody  Stage II aircraft,  such as those owned by the
Partnership,  has increased as expected savings from newer  narrowbody  aircraft
have not  materialized  and  deliveries of the newer  aircraft have slowed down.
These trends are expected to continue for the near term. These different markets
have had individual effects on the performance of Partnership  equipment in some
cases  resulting  in  declining   performance,   and  in  others,   in  improved
performance.

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

     The  Partnership  intends to use excess cash flow, if any, after payment of
expenses, loan principal, and cash distributions to acquire additional equipment
during the first  seven years of  Partnership  operations.  The General  Partner
believes these  acquisitions  may cause the  Partnership to generate  additional
earnings and cash flow for the Partnership..






















                                       (this space intentionally left blank)

<PAGE>



                                            PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a)               Exhibit

                           None.

         (b)      Reports on Form 8-K

                           None.



<PAGE>



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 EQUIPMENT GROWTH FUND V
                                              By: PLM Financial Services, Inc.
                                                  General Partner



Date:  May 14, 1996                           By: /s/ David J. Davis
                                                  ------------------
                                                  David J. Davis
                                                  Vice President and
                                                  Corporate Controller














































                                                       -14-



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<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                           5,704
<SECURITIES>                                         0
<RECEIVABLES>                                    2,727
<ALLOWANCES>                                       150
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                         158,486
<DEPRECIATION>                                (88,155)
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<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                      53,160
<TOTAL-LIABILITY-AND-EQUITY>                   101,953
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<TOTAL-REVENUES>                                 8,205
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<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 690
<INCOME-PRETAX>                                     48
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<EXTRAORDINARY>                                      0
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