PROFESSIONAL LEASE MANAGEMENT INCOME FUND I LLC
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 33-83216-01
                             -----------------------



               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
             (Exact name of registrant as specified in its charter)


      Delaware                                             94-3209289
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)

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


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

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

    Class                                      Outstanding at May 14, 1996

  Member A                                            5,000,000
  Member B                                               1


<PAGE>



               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)

                                 BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                 March 31,         December 31,
                                                                                   1996                1995
                                                                             --------------------------------------

  <S>                                                                         <C>                 <C>           
  Assets:

  Equipment held for operating leases                                         $   38,089,681      $   36,139,950
  Less accumulated depreciation                                                   (4,353,497)         (2,869,535)
                                                                             --------------------------------------
    Net equipment                                                                 33,736,184          33,270,415

  Cash and cash equivalents                                                       17,472,480           6,803,946
  Restricted cash                                                                  8,331,078           6,315,548
  Investment in unconsolidated special purpose entities                           20,691,954          14,596,206
  Accounts receivable, net of allowance for doubtful accounts
    of $0 in 1996 and $7,835 in 1995                                               1,076,304             797,097
  Prepaid expenses                                                                   384,747             416,515
  Organization and offering costs, net of accumulated amortization
    of $67,564 in 1996 and $45,732 in 1995                                           372,823             389,289
                                                                             --------------------------------------

  Total assets                                                                $   82,065,570      $   62,589,016
                                                                             ======================================


                                          LIABILITIES AND MEMBERS' EQUITY


  Liabilities:

  Accounts payable and accrued expenses                                       $      152,988      $      664,686
  Due to affiliates                                                                   77,008             387,197
  Prepaid deposits and reserves for repairs                                          147,049             135,409
                                                                             --------------------------------------
    Total liabilities                                                                377,045           1,187,292

  Subscriptions in escrow                                                          8,258,460           6,259,500

  Members' equity:

  Class A Members (3,829,012 Units at March 31, 1996 and
    2,831,388 Units at December 31, 1995)                                         73,316,162          54,836,617
  Class B Member                                                                     113,903             305,607
                                                                             --------------------------------------
    Total Members' Equity                                                         73,430,065          55,142,224
                                                                             --------------------------------------

  Total liabilities and members' equity                                       $   82,065,570      $   62,589,016
                                                                             ======================================

</TABLE>


                       See accompanying notes to financial
                                  statements.


<PAGE>



               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)

                             STATEMENT OF OPERATIONS
                    For the three months ended March 31, 1996
<TABLE>
<CAPTION>

  <S>                                                                            <C>           
  Revenues:

    Lease revenues                                                               $    2,157,177
    Interest and other income                                                           255,366
                                                                                 ----------------
    Total revenues                                                                    2,412,543

  Expenses:

    Depreciation and amortization                                                     1,505,795
    Management fees to affiliate                                                        113,686
    Repairs and maintenance                                                             280,473
    Interest expense                                                                      8,902
    Insurance expense to affiliates                                                       2,106
    Insurance expense                                                                    88,055
    Marine equipment operating expenses                                                 257,549
    General and administrative expenses to affiliates                                    51,849
    Other general and administrative expenses                                            80,970
                                                                                 ----------------
  Total expenses                                                                      2,389,385
                                                                                 ----------------

  Equity in net income of unconsolidated special purpose entities                       (47,646)
                                                                                 ----------------

  Net loss                                                                       $      (24,488)
                                                                                 ================

  Members' share of net loss:
    Class A Members                                                              $      (24,243)
    Class B Member                                                                         (245)
                                                                                 ================
  Total                                                                          $      (24,488)
                                                                                 ================

  Net income per Unit
    (3,829,012 Units at March 31, 1996 and 5 Units held by an officer
      of the Manager)                                                            $        (0.01)
                                                                                 ================

  Cash distributions                                                             $    1,623,817
                                                                                 ================
</TABLE>

                       See accompanying notes to financial
                                  statements.

<PAGE>



               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)

                   STATEMENT OF CHANGES IN MEMBERS' EQUITY For
               the period from December 31, 1994 to March 31, 1996
<TABLE>
<CAPTION>



                                                           Class A             Class B               Total
                                                       ----------------------------------------------------------

  <S>                                                  <C>                  <C>                 <C>           
  Members' equity at December 31, 1994                 $          100       $           --      $          100

  Members' capital contributions                           56,627,660            9,536,106          66,163,766

  Syndication costs                                                --           (9,101,085)         (9,101,085)

  Net loss                                                   (611,811)              (6,180)           (617,991)

  Distributions                                            (1,179,332)            (123,234)         (1,302,566)
                                                       ----------------------------------------------------------

  Members' equity at December 31, 1995                     54,836,617              305,607          55,142,224

  Members' capital contributions                           19,930,780            2,987,099          22,917,879

  Syndication costs                                                --           (2,981,733)         (2,981,733)

  Net loss                                                    (24,243)                (245)            (24,488)

  Distributions                                            (1,426,992)            (196,825)         (1,623,817)
                                                       ----------------------------------------------------------

  Members' equity at March 31, 1996                    $   73,316,162       $      113,903      $   73,430,065
                                                       ==========================================================

</TABLE>


                       See accompanying notes to financial
                                  statements.


<PAGE>



               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)

                             STATEMENT OF CASH FLOWS
                    For the three months ended March 31, 1996
<TABLE>
<CAPTION>


  <S>                                                                 <C>             
  Cash flows from operating activities:
    Net loss                                                          $       (24,488)
    Adjustments to reconcile net income to net cash
      provided by operating activities:
    Depreciation and amortization                                           1,505,795
    Cash distributions from unconsolidated special purpose
      entities in excess of income accrued                                  2,910,394
    Changes in operating assets and liabilities:
      Accounts receivable, net                                               (279,207)
      Prepaid expenses                                                         31,768
      Accounts payable and accrued expenses                                  (511,698)
      Due to affiliates                                                      (310,189)
      Prepaid deposits and reserves for repairs                                11,640
                                                                     -------------------
  Net cash provided by operating activities                                 3,334,015
                                                                     -------------------

  Investing activities:
    Payments for purchase of equipment                                     (1,949,732)
    Equipment purchased and placed in unconsolidated
      special purpose entities                                             (9,006,142)
                                                                     -------------------
  Net cash used in investing activities                                   (10,955,874)
                                                                     -------------------

  Financing activities:
    Cash distributions to Class A Members                                  (1,426,992)
    Cash distributions to Class B Member                                     (196,825)
    Class A members capital contribution                                   19,930,780
    Increase in subscriptions in escrow                                     1,998,960
    Increase in restricted cash from subscriptions in escrow, net          (2,015,530)
                                                                     -------------------
  Cash provided by financing activities                                    18,290,393
                                                                     -------------------

  Cash and cash equivalents:
  Net increase in cash and cash equivalents                                10,668,534

  Cash and cash equivalents at beginning of period                          6,803,946
                                                                     -------------------

  Cash and cash equivalents at end of period                          $    17,472,480
                                                                     ===================

  Supplemental information:
  Interest paid                                                       $         8,902
                                                                     ===================

  Non cash items:
    Syndication and offering costs paid by Class B Member             $     2,987,099
                                                                     ===================
</TABLE>

                       See accompanying notes to financial
                                  statements.


<PAGE>


               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1996


1.   Basis of Presentation

     Organization

     At March 31, 1996, the Company had received  $84,817,000  (4,240,850 units)
     in Class A  subscriptions.  As of March  31,  1996,  the Fund had  admitted
     $76,558,540  (3,827,927) Class A Units. Effective May 13, 1996, the Manager
     ceased its current offering of Professional Lease Management Income Fund I,
     L.L.C.  As of this  date,  the Fund had  received  a total of  $100,000,000
     (5,000,000) Class A Units, and had admitted $95,306,860 (4,765,343) Class A
     Units.  As of  April  13,  1995,  the  Company  had  accepted  subscription
     agreements  for  79,408  Class A Units  ($1,588,160)  thereby  meeting  the
     minimum  subscriptions of 75,000 Class A Units,  exclusive of subscriptions
     from Pennsylvania residents, needed for release of funds from escrow.

     At  March  31,  1996,  the  Class B Member  had  capital  contributions  of
     $12,523,205 representing the cash payments for organization and syndication
     costs.  Syndication  costs of  $12,082,818  are  recorded as a reduction to
     Class B Member's equity.

2.   Opinion of Management

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

3.   Investment in Unconsolidated Special Purpose Entities

     During the first quarter ended March 31, 1996, the Company  purchased a 20%
     beneficial  interest in a trust which owns five Boeing 737-200 aircraft for
     $5.6  million,  and a 50%  interest in a marine  vessel for $3.4 million (a
     deposit of $0.4  million  was lodged in December  of 1995).  The  remaining
     interests are owned by affiliated partnerships.

     The Company  accounts for  investments in  unconsolidated  special  purpose
entities using the equity method.


<PAGE>


               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1996

3.   Investment in Unconsolidated Special Purpose Entities (continued)

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

                                                                          March 31,        December 31,
            %            Equipment                                          1996              1995
        Ownership
- - ------------------------------------------------------------------------------------------------------------

            <S>       <C>                                              <C>               <C>            
            33%       Two trusts consisting of:
                        Three 737-200A Stage II
                           commercial aircraft
                        Two aircraft engines
                        Portfolio of rotable components                $     7,688,623   $    10,109,664
            14%       Trust consisting of seven 737-200A
                        Stage II commercial aircraft                         3,776,721         4,108,555
            20%       Trust consisting of five 737-200A
                        Stage II commercial aircraft                         5,468,417                --
            50%       Cargo marine vessel                                    3,758,193           377,987
                                                                     ---------------------------------------
                      Total investments                                $    20,691,954   $    14,596,206
                                                                     =======================================
</TABLE>

4.   Reclassifications

     Certain amounts in the 1995 financial  statements have been reclassified to
     conform with the 1996 presentation.

5.   Cash Distributions

     Cash  distributions  are recorded when paid and totaled  $1,623,817 for the
     three  months  ended  March  31,  1996.  Cash   distributions  to  Class  A
     Unitholders in excess of net income are considered to represent a return of
     capital using the  generally  accepted  accounting  principle  basis.  Cash
     distributions  to Class A Unitholders  of  $1,426,992  for the three months
     ended March 31, 1996, were deemed to be a return of capital.

         Cash  distributions  related to the first  quarter  results of $465,209
     were paid or are payable during April,  1996, to the Class A Unitholders of
     record as of March 31,  1996,  for  unitholders  who  elected  for  monthly
     distributions.  Quarterly cash distributions of approximately $787,987 were
     declared  on April 25,  1996 and are to be paid on May 15,  1996 to Class A
     and Class B Unitholders.

6.   Restricted Cash

     Subscription  deposits for Units in escrow are considered  restricted  cash
     until the members  are  admitted,  usually  the first day of the  following
     month, upon which the funds are no longer considered restricted cash.




<PAGE>


               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1996

7.   Equipment

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

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

  <S>                                          <C>                <C>            
  Rail equipment                               $    13,137,145    $    13,112,390
  Aircraft                                           4,000,000          4,000,000
  Marine vessel                                     12,256,531         12,256,532
  Trailers                                           8,696,005          6,771,028
                                              ---------------------------------------
                                                    38,089,681         36,139,950
  Less accumulated depreciation                     (4,353,497)        (2,869,535)
                                              ---------------------------------------

  Net equipment                                $    33,736,184    $    33,270,415
                                              =======================================
</TABLE>

     Revenues are earned by placing the equipment under  operating  leases which
     are generally  billed monthly or quarterly.  The Company's marine vessel is
     leased to an  operator of  utilization-type  leasing  pools  which  include
     equipment  owned by  unaffiliated  entities.  In such  instances,  revenues
     received  by the  Company  consist of a  specified  percentage  of revenues
     generated by leasing the equipment to sublessees,  after deducting  certain
     direct operating  expenses of the pooled equipment.  Rents for railcars are
     based on mileage  traveled or a fixed rate;  rents for all other  equipment
     are based on fixed rates.

     During the first quarter ended March 31, 1996, the Company purchased 50 new
     refrigerated trailers and one box car for $1.9 million.

     As of March 31, 1996, all equipment in the Company  portfolio was either on
     lease or operating in PLM-affiliated  short-term  trailer rental facilities
     except two railcars. The carrying value of these railcars was $0.1 million.
     At December 31, 1995, all equipment in the Company  portfolio was either on
     lease or operating in PLM-affiliate short-term trailer rental facilities.

8.   Other Transactions with Affiliates

     In  certain  circumstances,  the  Manager  will be  entitled  to a  monthly
     re-lease fee for re-leasing  services  following  expiration of the initial
     lease,  charter or other contract for certain Equipment equal to the lesser
     of (a) the fees which  would be charged by an  independent  third party for
     comparable  services  for  comparable  equipment  or (b) 2% of Gross  Lease
     Revenues  derived from such re-lease.  No re-lease fee,  however,  shall be
     payable if such fee would cause the combination of the equipment management
     fee paid to IMI or the re-lease fees to exceed 7% Gross Lease Revenues.



<PAGE>



               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1996

9.   Debt

     The Manager  has entered  into a joint $25  million  credit  facility  (the
     "Committed Bridge Facility") on behalf of the Company, PLM Equipment Growth
     Fund II, PLM Equipment  Growth Fund III, PLM Equipment  Growth Fund IV, PLM
     Equipment  Growth Fund V, PLM  Equipment  Growth Fund VI, and PLM Equipment
     Growth & Income  Fund VII,  all  affiliated  investment  programs,  and TEC
     Acquisub,  Inc.  ("TECAI"),  an  indirect  wholly-owned  subsidiary  of the
     Manager, 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 an affiliate plus (ii) 50% of unrestricted cash
     held by the borrower.  The Committed  Bridge Facility  became  available on
     December 20, 1993,  and  wasamended  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 the Company, 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 Company 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. At September 30, 1995,  outstanding  borrowings  under
     this facility totaled  $12,310,019.  To the extent the Company is unable to
     raise sufficient capital through the sale of interests to repay its portion
     of the Committed Bridge Facility, the Company will continue to be obligated
     under the Committed  Bridge Facility until the Company  generates  proceeds
     from  operations  or  the  sale  of  Equipment  sufficient  for  repayment.
     Borrowings by the Company are  guaranteed  by the Manager.  As of March 31,
     1996, PLM Equipment Growth Fund V 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.  Neither the Company,  nor the other
     Partnerships,   had  any   outstanding   borrowings.   The  Manager  is  in
     negotiations  to  renew  the  facility.   The  Manager   believes  it  will
     successfully  negotiate an extension of the facility prior to expiration on
     terms at least as favorable as those in the current facility.

10.  Subsequent Event

     As of May 13, 1996,  Professional  Lease  Management  Income Fund I, L.L.C.
     closed its equity-raising stage with $100 million in equity received.


<PAGE>


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

(I)  RESULTS OF OPERATIONS - Quarter Over Quarter Summary

As of May 13, 1996,  Professional Lease Management Income Fund I, L.L.C.  closed
its equity-raising  stage. The Company commenced  significant  operations in May
1995.  As of March 31, 1996,  the Company had  purchased and placed into service
$61.8  million of  equipment.  Of the  acquisitions,  $23.7  million  represents
partial  interests  in aircraft,  aircraft  engines and  rotables,  and a marine
vessel  purchased  by the  Company  which have been  placed in  special  purpose
entities for ownership  purposes.  All of these  purchases were completed with a
combination of  unrestricted  cash,  interim  financing,  and an advance from an
affiliate  of the  Manager.  The nine day  advance  from the  Manager was repaid
(including  interest at commercial loan rates) in July of 1995. Revenues of $2.4
million  were  generated  during  the first  quarter of 1996.  Expenses  of $2.4
million  for the first  quarter  of 1996  consisted  primarily  of  depreciation
expense,  using the double-declining  balance method, and normal operating costs
incurred as equipment is being  purchased  and placed in service.  Equity in net
income  of  unconsolidated   special  purpose  entities  represents  net  income
generated from jointly owned assets accounted for under the equity method. As of
March 31,  1996,  jointly-owned  assets  consisted of a 50% interest in a marine
vessel,  a 14% beneficial  interest in a trust which owns seven Boeing  737-200A
aircraft,  a 20% beneficial  interest in a trust which owns five Boeing 737-200A
aircraft,  and a 33.33% beneficial interest in two trusts (the Trusts) which own
three Boeing 737-200A aircraft, two spare Pratt & Whitney JT8D-17A engines and a
rotables  package.  Revenues of $1.2 million were generated in the first quarter
of 1996 for these partially owned assets. Expenses of $1.2 million for the first
quarter of 1996 consisted primarily of depreciation  expense for these partially
owned assets.

The  Company's  performance  during  first  quarter  of 1996 is not  necessarily
indicative of future periods.

All equipment purchased by the Company was on lease at March 31, 1996.

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

The Manager is currently  purchasing the Company's initial  equipment  portfolio
with capital raised from its equity  offering and interim  financing.  As of May
13,  1996,  the Company  closed its equity  offering.  In the future,  permanent
financing  may be secured by the  Manager  to be used for  additional  equipment
purchases.  The  Company  will use  operating  cash  flow to meet its  operating
obligations,  make cash  distributions to investors,  and reinvest any available
surplus cash to increase the Company's equipment portfolio.

The Manager has entered into a joint $25 million credit  facility (the Committed
Bridge  Facility) on behalf of the Company,  PLM  Equipment  Growth Fund II, PLM
Equipment  Growth Fund III, PLM Equipment  Growth Fund IV, PLM Equipment  Growth
Fund V, PLM  Equipment  Growth Fund VI, and PLM  Equipment  Growth & Income Fund
VII, all affiliated  Partnerships,  and TEC Acquisub,  Inc. (TECAI), an indirect
wholly-owned  subsidiary  of the Manager,  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 an affiliate plus (ii) 50%
of unrestricted cash held by the borrower.  The Committed Bridge Facility became
available on December 20,  1993,  and became  available to the Company on May 8,
1995 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 the
Company,  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
Company from incurring any additional  indebtedness.  Interest accrues at either
the prime rate or adjusted LIBOR plus 2.5% at the  borrower's  option and is set
at the time of an advance of funds. To the extent the Company is unable to raise
sufficient  capital  through the sale of  interests  to repay its portion of the
Committed Bridge  Facility,  the Company will continue to be obligated under the
Committed Bridge Facility until the Company  generates  proceeds from operations
or the sale of Equipment sufficient for repayment. Borrowings by the Company are
guaranteed by the Manager. As of March 31, 1996, PLM Equipment Growth Fund V had
$5,610,000 in outstanding  borrowings under the Committed  Bridge Facility,  PLM
Equipment  Growth Fund VI had $11,220,000 and and TECAI had $7,706,000.  Neither
the Company,  nor the other Partnerships,  had any outstanding  borrowings.  The
Manager is in negotiations to renew the facility.  The Manager  believes it will
successfully negotiate an extension of the facility prior to expiration on terms
at least as favorable as those in the current facility.

At March 31, 1996,  the Company had received  $84,817,000  (4,240,850  units) in
Class A subscriptions.  As of March 31, 1996, the Fund had admitted  $76,558,540
(3,827,927)  Class A Units.  Effective  May 13,  1996,  the  Manager  ceased its
current offering of Professional  Lease  Management  Income Fund I, L.L.C. As of
date, the Fund had received a total of $100,000,000  (5,000,000)  Class A Units,
and had admitted  $95,306,860  (4,765,343)  Class A Units. As of April 13, 1995,
the  Company  had  accepted  subscription  agreements  for 79,408  Class A Units
($1,588,160) thereby meeting the minimum  subscriptions of 75,000 Class A Units,
exclusive of subscriptions from Pennsylvania residents, needed for release of
funds from escrow.

(III)    TRENDS

The Company'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  quarter  of 1996,  market  conditions,
supply and demand  equilibrium,  and other factors varied in several markets. In
the 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
and rail  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
Company,  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 Company  equipment - in some cases
resulting in declining performance, and in others, in improved performance.

     The  ability  of the  Company  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 Manager to
clearly  define  trends or  influences  that may impact the  performance  of the
Company's  equipment.  The  Manager  continuously  monitors  both the  equipment
markets and the  performance of the Company's  equipment in these  markets.  The
Manager may make an  evaluation  to reduce the  Company's  exposure to equipment
markets in which it  determines  that it cannot  operate  equipment  and achieve
acceptable rates of return. Alternatively,  the Manager may make a determination
to enter equipment  markets in which it perceives  opportunities  to profit from
supply-demand instabilities or other market imperfections.

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



<PAGE>



                           PART II - OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

               None

         (b)  Reports on Form 8-K

              None.







<PAGE>


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


                                             PROFESSIONAL LEASE MANAGEMENT
                                             INCOME FUND I, L.L.C.
                                             By:  PLM Financial Services, Inc.
                                                  Manager




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





<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                      17,472,480
<SECURITIES>                                         0
<RECEIVABLES>                                1,076,304
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                      38,089,681
<DEPRECIATION>                               4,353,497
<TOTAL-ASSETS>                              82,065,570
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                  73,430,065
<TOTAL-LIABILITY-AND-EQUITY>                82,065,570
<SALES>                                              0
<TOTAL-REVENUES>                             2,412,543
<CGS>                                                0
<TOTAL-COSTS>                                2,380,483
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               8,902
<INCOME-PRETAX>                               (24,488)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (24,488)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (24,488)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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