PROFESSIONAL LEASE MANAGEMENT INCOME FUND I LLC
POS AM, 1996-05-28
EQUIPMENT RENTAL & LEASING, NEC
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As filed with the Securities and Exchange Commission on May 28, 1996

                                                       Registration No. 33-83216


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        POST-EFFECTIVE AMENDMENT NO. 6 to
                                    FORM S-1
                          REGISTRATION STATEMENT Under
                           THE SECURITIES ACT OF 1933

              PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.,
                      A DELAWARE LIMITED LIABILITY COMPANY
                                       AND
              PROFESSIONAL LEASE MANAGEMENT INCOME FUND II, L.L.C.,
                      A DELAWARE LIMITED LIABILITY COMPANY
             (Exact name of registrant as specified in its charter)


 DELAWARE                            7394                      94-3209289
(State or other                (Primary Standard               94-3209292
 jurisdiction of                   Industrial               (I.R.S. Employer
 incorporation or                Classification            Identification Nos.)
  organization)                    Code Number)

                                   One Market
                              Steuart Street Tower
                                    Suite 900
                      San Francisco, California 94105-1301
                                 (415) 974-1399
                   (Address, including zip code, and telephone
                   number, including area code of registrant's
                          principal executive offices)



                               STEPHEN PEARY, ESQ.
                  Vice President, Secretary and General Counsel
                          PLM Financial Services, Inc.
                                   One Market
                              Steuart Street Tower
                                    Suite 900
                      San Francisco, California 94105-1301
                                 (415) 974-1399
            (Name, address, including zip code, and telephone number,
                    including area code of agent for service)



                                   Copies to:
                            RICHARD SCUDELLARI, ESQ.
                          Jackson, Tufts, Cole & Black
                              650 California Street
                         San Francisco, California 94108
                                 (415) 433-1950


         Professional  Lease  Management  Income Fund I, L.L.C.  ("Fund  I"),and
Professional  Lease Management  Income Fund II, L.L.C.  ("Fund II") hereby amend
this Registration  Statement to remove from  registration  hereunder 424 Class A
Units in Fund I and  5,000,000  Class A Units in Fund II.  Such Units  represent
that portion of the  10,000,000  Class A Units in Fund I and Fund II  originally
registered pursuant to this Registration Statement which have not been issued as
of the date hereof and which are no longer being offered.

<PAGE>


         Pursuant to the requirements of the Securities Act of 1933 (the "Act"),
the Post-Effective Amendment No. 6 to the Registration Statement has been signed
below pursuant to Rule 478(a) of the Rules and Regulations under the Act, in the
City of San Francisco, State of California, on the 28th day of May, 1996.

       PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C., a  Delaware limited
       liability company
       PROFESSIONAL LEASE MANAGEMENT INCOME FUND II, L.L.C., a  Delaware limited
       liability company


                                               By:    /S/ Stephen Peary
                                                      ---------------------
                                                      Stephen Peary, Esq.
                                                      Agent for Service






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