PLM Equipment Growth Fund V 10QSB/A 2005 Q3 Quarterly report (small business) (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 10-QSB/A

(Amendment No. 1)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal quarter ended September 30, 2005.

[ ] 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 01-19203

_______________________

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.)

405 Lexington Avenue, 67th floor .

New York, NY 10174

(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (212) 682-3344

_______________________

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

Transitional Small Business Disclosure Format: Yes No X

Aggregate market value of voting stock: N/A

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EXPLANATORY NOTE

This Form 10-QSB/A (Amendment No. 1) is being filed with the U.S. Securities and Exchange Commission in order to reflect the restatement of the Partnership’s unaudited condensed balance sheets at September 30, 2005 and December 31, 2004, condensed statements of income for the three and nine months ended September 30, 2005, condensed statements of changes in partners’ capital for the period from December 31, 2004 to September 30, 2005, and the condensed statements of cash flows for the nine months ended September 30, 2005. All financial data in this report reflects the effects of the restatement. See Note 1 to the unaudited condensed financial statements for details relating to this restatement. As a result of this restatement, investors should not rely upon the Form 10-QSB/A filed with the Securities and Exchange Commission on November 11, 2005.

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PART I

PLM EQUIPMENT GROWTH FUND V

(A Limited Partnership)

CONDENSED BALANCE SHEETS

(in thousands of dollars, except unit amounts)

(unaudited)


	September 30,		December 31,
Assets		2005		2004

(As restated, (As restated,

see Note 1) see Note 1)


Equipment held for operating leases, at cost	$	19,854		$	24,937
Less accumulated depreciation		(19,795	)		(24,869	)
Net equipment		59			68

Cash and cash equivalents		19,925			5,736
Marketable securities		722			672
Accounts and other receivables, less allowance for doubtful
accounts of $100 in 2005 and $-0- in 2004		122			959
Equity investments in affiliated entities		8,245			11,214
Other assets		173			214
Assets held for sale		41			12,374

Total assets	$	29,287		$	31,237

Liabilities and partners’ capital

Liabilities

Accounts payable and accrued expenses	$	78		$	72
Due to affiliates		13			18
Reserve for repairs		--			500
Lessee deposits		210			404
Liabilities held for sale		98			962
Total liabilities		399			1,956

Commitments and contingencies

Partners' capital

Limited partners (8,478,448 limited partnership units outstanding)		28,888			29,281
General Partner		--			--
Total partners' capital		28,888			29,281

Total liabilities and partners' capital	$	29,287		$	31,237

See accompanying notes to unaudited condensed financial statements.

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PLM EQUIPMENT GROWTH FUND V

(A Limited Partnership)

CONDENSED STATEMENTS OF INCOME

(in thousands of dollars, except weighted-average limited partnership unit amounts)

(unaudited)

For the Three Months			For the Nine Months
Ended September 30,			Ended September 30,
	2005	2004		2005	2004

(As restated, (As restated,

see Note 1) see Note 1)

Revenues
Lease revenue	$	240		$	338		$	720		$	1,086
Interest and other income		157			880			302			963
Gain on disposition of equipment		71			222			1,157			596
Total revenues		468			1,440			2,179			2,645

Expenses
Depreciation and amortization		3			67			11			644
Operations support		2			87			7			283
Management fees to affiliate		8			43			36			102
General and administrative expenses
to affiliates		11			47			33			180
Other general and administrative expenses		131			153			421			925
Provision for (recovery of) bad debts		100			(580	)		100			(1,296	)
Total expenses		255			(183	)		608			838

Equity in net loss of equity investments		(783	)		(292	)		(1,641	)		(230	)

(Loss) income from continuing operations		(570	)		1,331			(70	)		1,577

Loss from operation of discontinued operations		(175	)		(491	)		(516	)		(215	)
Gain on disposition of discontinued operations		4,420			--			4,678			--
Net income		3,675			840			4,092			1,362

Other comprehensive loss
Unrealized holding losses		(89	)		--			(23	)		--

Comprehensive income	$	3,586		$	840		$	4,069		$	1,362

Partners’ share of net income
Limited partners	$	3,675		$	840		$	3,869		$	1,362
General Partner		--			--			223			--

Total	$	3,675		$	840		$	4,092		$	1,362

Limited partners' basic earnings (loss) per
weighted-average limited partnership unit:
(Loss) income from continuing operations	$	(0.07	)	$	0.16		$	(0.03	)	$	0.19
Loss from operation of discontinued
operations		(0.02	)		(0.06	)		(0.06	)		(0.03	)
Gain on disposition of discontinued operations		0.52			--			0.55			--
	$	0.43		$	0.10		$	0.46		$	0.16

See accompanying notes to unaudited condensed financial statements.

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PLM EQUIPMENT GROWTH FUND V

( A Limited Partnership)

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

For the Period from December 31, 2004 to September 30, 2005

(in thousands of dollars)

(unaudited)

	Limited			General
	Partners			Partner			Total
Partners’ capital as of December 31, 2004
	$	29,281		$	--		$	29,281
(As restated, see Note 1)
Comprehensive income (loss):
Net income		3,869			223			4,092

Unrealized losses from available-for-sale
securities		(23	)		--			(23	)

Comprehensive income		3,846			223			4,069

Cash distribution		(4,239	)		(223	)		(4,462	)

Partners' capital as of September 30, 2005 (As restated, see Note 1)	$	28,888		$	--		$	28,888

See accompanying notes to unaudited condensed financial statements.

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PLM EQUIPMENT GROWTH FUND V

(A Limited Partnership)

CONDENSED STATEMENTS OF CASH FLOWS

(in thousands of dollars)

(unaudited)

For the Nine Months
Ended September 30,
	2005	2004

(As restated,

see Note 1)

Operating activities
(Loss) income from continuing operations	$	(70	)	$	1,577
Adjustments to reconcile (loss) income from continuing operations
to net cash provided by (used in) operating activities:
Depreciation and amortization		11			644
Provision for (recovery of) bad debts		100			(1,296	)
Non-cash interest and other income		(73	)		--
Gain on disposition of equipment		(1,157	)		(596	)
Equity in net loss from equity investments		1,641			230
Operating distributions from (contributions to) equity investments		1,328			(20	)
Changes in operating assets and liabilities:
Accounts and other receivables		737			2,033
Other assets		(19	)		78
Accounts payable and accrued expenses		6			(80	)
Due to affiliates		(5	)		(19	)
Lessee deposits		(194	)		(9	)
Cash provided by operating activities of continuing operations		2,305			2,542
Cash provided by operating activities of discontinued
operations		1,367			509
Net cash provided by operating activities		3,672			3,051

Investing activities
Investments in equity investments		--			(22,774	)
Non-operating distributions from equity investments		--			17,225
Decrease in restricted cash		--			60
Payments on finance lease receivable		58			--
Proceeds from disposition of equipment		657			2,072
Cash provided by (used in) investing activities of continuing
operations		715			(3,417	)
Cash provided by (used in) investing activities of discontinued
operations		14,996			(7,177	)
Net cash provided by (used in) investing activities		15,711			(10,594	)

Financing activities
Cash distribution paid to limited partners		(4,239	)		--
Cash distribution paid to General Partner		(223	)		--
Cash used in financing activities from continuing operations		(4,462	)		--
Cash used in financing activities of discontinued operations		(732	)		(334	)
Net cash used in financing activities		(5,194	)		(334	)

Net increase (decrease) in cash and cash equivalents		14,189			(7,877	)
Cash and cash equivalents at beginning of period		5,736			18,049
Cash and cash equivalents at end of period	$	19,925		$	10,172

See accompanying notes to unaudited condensed financial statements.

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PLM EQUIPMENT GROWTH FUND V

(A Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

1. Restatement of Financial Statements

In October 2004 and June 2005, PLM Equipment Growth Fund V (the Partnership), in settlement of an unsecured bankruptcy claim, received Canadian dollar denominated marketable securities in a publicly traded Canadian entity. The Partnership did not reflect the fair market value of these securities in its statements of income or balance sheet as of the dates of receipt nor did it reflect the fair value of such securities in subsequent financial statements for each subsequent quarter through and including December 31, 2005. On May 10, 2006, PLM Financial Services, Inc. (FSI or the General Partner) determined that the proper accounting treatment for such securities was to account for them as available-for-sale securities and to include the fair value of the securities in income during the quarter that they were received and to reflect subsequent changes in the fair value of the securities as a component of comprehensive income or loss and to reflect foreign currency transaction gains of losses, if any, within net income (loss). As a result, the Partnership’s unaudited condensed balance sheets at September 30, 2005 and December 31, 2004, condensed statements of income for the three and nine months ended September 30, 2005, condensed statements of changes in partners’ capital for the period from December 31, 2004 to September 30, 2005, and the condensed statements of cash flows for the nine months ended September 30, 2005 have been restated from the amounts previously reported. The principal effects of this restatement were to increase comprehensive income (loss), total assets and partners' capital for such periods.

A summary of the significant effects of the restatement is as follows:

As of December 31, 2004

	As
	Previously				As
	Reported		Adjustment		Restated
Marketable securities	$	--	$	672	$	672
Total assets		30,565		672		31,237
Limited partners’ capital		28,609		672		29,281
Total partners’ capital		28,609		672		29,281
Total liabilities and partners’ capital		30,565		672		31,237

As of September 30, 2005

	As
	Previously				As
	Reported		Adjustment		Restated
Marketable securities	$	--	$	722	$	722
Total assets		28,565		722		29,287
Limited partners’ capital		28,166		722		28,888
Total partners’ capital		28,166		722		28,888
Total liabilities and partners’ capital		28,565		722		29,287

For the Three Months Ended September 30, 2005

	As
	Previously						As
	Reported			Adjustment			Restated
Interest and other income	$	119		$	38		$	157
Total revenues		430			38			468
(Loss) income from continuing operations		(608	)		38			(570	)
Net income		3,637			38			3,675
Other comprehensive loss:
Unrealized loss on marketable securities		--			(89	)		(89	)
Comprehensive income (loss)		3,637			(51	)		3,586
Limited partners share of net income		3,637			38			3,675

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PLM EQUIPMENT GROWTH FUND V

(A Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

1. Restatement of Financial Statements (continued)

For the Nine Months Ended September 30, 2005

	As
	Previously						As
	Reported			Adjustment			Restated
Interest and other income	$	229		$	73		$	302
Total revenues		2,106			73			2,179
(Loss) Income from continuing operations		(143	)		73			(70	)
Net income		4,019			73			4,092
Other comprehensive loss:
Unrealized loss on marketable securities		--			(23	)		(23	)
Comprehensive income		4,019			50			4,069
Limited partners share of net income		3,796			73			3,869
Limited partners' basic earnings per
weighted-average limited partnership unit:		0.45			0.01			0.46

As a part of the review of this transaction, the Partnership adopted the following accounting policies:

Marketable Securities

The Partnership’s marketable securities are considered available-for-sale and are reported at fair value with unrealized gains and losses recorded as accumulated other comprehensive income or loss in partners' capital. Realized gains and losses are calculated based on the specific identification method. Other-than-temporary declines in market value from original cost are charged to other expense in the period in which the loss occurs. In determining whether an other-than-temporary decline in the market value has occurred, the Partnership considers the duration that, and extent to which, market value is below original cost. Realized gains and losses and other than temporary declines in market value from original cost are included in other income and expense in the statement of income.

Comprehensive (Loss) Income

Components of comprehensive (loss) income includes net (loss) income and unrealized gains on available-for-sale securities.

Foreign Currency Transactions

Any gains or losses on foreign currency transactions consist of those related to Canadian denominated marketable securities and are included in other income.

2. Basis of Presentation

The unaudited financial statements presented herein are prepared in conformity with generally accepted accounting principles in the United States of America and the instructions for preparing Form 10-QSB/A under Rule 310 of Regulation S-B of the Securities and Exchange Commission. Rule 310 provides that disclosures that would substantially duplicate those contained in the most recent annual report may be omitted from interim financial statements. The accompanying unaudited condensed financial statements have been prepared on that basis and, therefore, should be read in conjunction with the financial statements and notes presented in the 2004 Annual Report (Form 10-KSB) of the Partnership on file with the United States Securities and Exchange Commission. Except as disclosed herein, there have been no material changes to the information presented in the notes to the 2004 Annual Report in Form 10-KSB.

In the opinion of the General Partner, all adjustments necessary, consisting primarily of normal recurring accruals, to present fairly the Partnership’s unaudited condensed balance sheets at September 30, 2005 and December 31, 2004, condensed statements of income for the three and nine months ended September 30, 2005 and 2004, condensed statements of changes in partners’ capital for the period from December 31, 2004 to September 30, 2005, and the condensed statements of cash flows for the nine months ended September 30, 2005 and 2004 have been made and are reflected.

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PLM EQUIPMENT GROWTH FUND V

(A Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

2. Basis of Presentation (continued)

In the second quarter of 2005, the Partnership sold its remaining marine container portfolio. During the third quarter of 2005, the Partnership and an investment entity in which the Partnership has an interest, sold all of their remaining railcars. Consequently, the results from these operations have been classified as discontinued operations and prior periods have been restated. (See Note 5 to the unaudited condensed financial statements)

3. Schedule of Partnership Phases

The Partnership may not reinvest cash flow generated from operations after January 1, 2005 into additional equipment. The Partnership will terminate on December 31, 2010, unless terminated earlier upon the sale of all of the equipment or by certain other events. Although the Partnership is scheduled to terminate on December 31, 2010, the General Partner is managing the Partnership with the objective of having all owned and partially owned equipment disposed of by December 31, 2006.

4. Reclassifications

Certain amounts previously reported have been reclassified to conform to the 2005 presentation. These reclassifications did not have any effect on net income.

5. Marketable Securities (as restated)

As of September 30, 2005 and December 31, 2004, the Partnership held Canadian dollar marketable securities in a publicly traded Canadian company. During the nine months ended September 30, 2005, the Partnership received an additional distribution, as part of the same bankruptcy settlement, of Canadian denominated marketable securities with a fair market value of $35,000 in the same publicly traded entity. During the nine months ended September 30, 2005, the Partnership did not sell nor purchase any securities. The change in the carrying value of marketable securities is due to changes in the market price of the securities and the receipt of additional securities.

6. Cash Distributions

Cash distributions are recorded when declared.

For the nine months ended September 30, 2005, cash distributions declared and paid totaled $4.2 million ($0.50 per limited partnership unit) to the limited partners and $0.2 million to the General Partner. No cash distributions were declared or paid to the limited partners or General Partner during the nine months ended September 30, 2004 or the three months ended September 30, 2005 and 2004. (See Note 15 to the unaudited condensed financial statements)

7. Discontinued Operations

During the second quarter of 2005, the General Partner sold its remaining marine containers with a net book value of $-0- for proceeds of $0.3 million resulting in a gain of $0.3 million.

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PLM EQUIPMENT GROWTH FUND V

(A Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

7. Discontinued Operations (continued)

In the third quarter of 2005, the Partnership and several affiliated entities (collectively, the Sellers), including PLM Rail Partners (Rail Partners), an entity in which the Partnership has a 23% ownership interest, entered into an Asset Purchase Agreement to sell the railcar business of the Sellers, which includes railcars owned and leased by the Sellers as well as management contracts pursuant to which the Sellers manage the railcars of third parties. The sale of the railcar business was completed on August 18, 2005.

The Partnership received net proceeds of $14.4 million from the disposition of its railcar assets including its interest in Rail Partners resulting in a gain on disposition of discontinued operations of $4.4 million. The amount received by the Partnership and Rail Partners was based on the appraised value of the railcars sold by the Partnership and Rail Partners to the purchaser, as determined by an independent third party appraiser or, for railcars manufactured in 2005, the greater of the appraised value or the actual cost. The proceeds received from Rail Partners by the Partnership was net of Rail Partner's repayment of its debt.

Concurrent with the sale of the Partnership's railcar assets, the Partnership terminated its $15.0 million railcar loan facility and expensed the remaining unamortized portion of debt placement fees related to this facility of $0.1 million. There were no amounts due to the lender at the time of termination nor any penalties due associated with the termination.

Accordingly, the Partnership's railcar leasing operations including its equity investment in Rail Partners and marine container leasing operations are accounted for as discontinued operations.

Net income (loss) from discontinued operations for the three and nine months ended September 30, 2005 and 2004 are as follows (in thousands of dollars):

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
Revenues
Lease revenue	$	206		$	281		$	877		$	1,404
Interest and other income		3			10			16			11
Gain on disposition of equipment		110			59			118			423
Total revenues		319			350			1,011			1,838

Expenses
Depreciation and amortization		225			379			918			1,102
Operations support		3			(9	)		12			260
Management fees to affiliate		16			24			62			87
Interest expense		116			107			261			152
General and administrative expenses
to affiliates		25			31			77			121
General and administrative expenses		53			71			60			90
Impairment loss on equipment		--			183			--			183
(Recovery of) provision for bad debts		(34	)		9			(10	)		12
Total expenses		404			795			1,380			2,007

Equity in net loss of equity investments		(90	)		(46	)		(147	)		(46	)
Loss from operations of discontinued operations	$	(175	)	$	(491	)	$	(516	)	$	(215	)

Gain on disposition of discontinued operation	$	4,420		$	--		$	4,678		$	--

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PLM EQUIPMENT GROWTH FUND V

(A Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

7. Discontinued Operations (continued)

Assets and liabilities held for sale as of September 30, 2005 and December 31, 2004 are as follows (in thousands of dollars):

	September 30,		December 31,
Assets	2005		2004
Equipment held for operating leases, net	$	--	$	9,820
Restricted cash		--		1,998
Accounts receivable, net		38		330
Other assets, net		3		226
Total assets held for sale	$	41	$	12,374
Liabilities
Account payable and other liabilities	$	25	$	216
Due to affiliates		2		5
Non-recourse debt		--		732
Lessee deposits		10		9
Equity investment in affiliated entity		61		--
Total liabilities held for sale	$	98	$	962

Transactions with General Partner and Affiliates - Discontinued Operations

During the three and nine months ended September 30, 2005 and 2004, the Partnership's discontinued operations incurred these types of costs to FSI or its affiliates; acquisition, lease negotiation, and management fees and data processing and administrative expenses. The components of these fees and expenses incurred to FSI or its affiliates were as follows (in thousands of dollars):

	Owned Equipment				Equity Investments
For the three months ended September 30,	2005		2004		2005		2004
Management fees	$	16	$	24	$	10	$	24
Data processing and administrative
expenses		25		31		35		22

	Owned Equipment				Equity Investments
For the nine months ended September 30,	2005		2004		2005		2004
Acquisition fees	$	84	$	554	$	--	$	--
Lease negotiation fees		19		123		--		--
Management fees		62		87		54		24
Data processing and administrative
expenses		77		121		87		22

During the nine months ended September 30, 2004, the Partnership purchased $9.6 million in railcars from FSI or its affiliates. The Partnership's cost for the railcars purchased from FSI was the lower of FSI's or its affiliates cost or the fair market value at the time of purchase. In addition, the Partnership transferred 382 owned railcars with a net book value of $5.2 million into Rail Partners. Rail Partners was owned with two affiliated partnerships that also transferred owned railcars into this entity.

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PLM EQUIPMENT GROWTH FUND V

(A Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

8. Transactions with General Partner and Affiliates

The balance due to affiliates as of September 30, 2005 and December 31, 2004 includes $13,000 and $18,000, respectively, due to FSI and its affiliates for management fees. During the three and nine months ended September 30, 2005 and 2004, the Partnership incurred acquisition, lease negotiation, debt placement, and management fees and data processing and administrative expenses to FSI or its affiliates. The components of these fees and expenses incurred to FSI or its affiliates were as follows (in thousands of dollars):

	Owned Equipment				Equity Investments
For the three months ended September 30,	2005		2004		2005		2004
Acquisition fees	$	--	$	--	$	--	$	1,058
Lease negotiation fees		--		--		--		235
Debt placement fee		--		--		--		210
Management fees		8		45		54		60
Data processing and administrative
expenses		11		47		10		4

	Owned Equipment				Equity Investments
For the nine months ended September 30,	2005		2004		2005		2004
Acquisition fees	$	--	$	--	$	--	$	1,058
Lease negotiation fees		--		--		--		235
Debt placement fee		--		--		--		210
Management fees		35		105		218		111
Data processing and administrative
expenses		33		180		41		13

During the nine months ended September 30, 2004, the Partnership, and three affiliated entities, formed two investment entities which each purchased two commercial aircraft. The Partnership's net investment in these entities was $5.5 million. (See Note 8 to the unaudited condensed financial statements)

9. Equipment

The components of owned equipment were as follows (in thousands of dollars):

	September 30,			December 31,
2005				2004
Aircraft	$	19,854		$	24,937
Less accumulated depreciation		(19,795	)		(24,869	)
Net equipment	$	59		$	68

Equipment held for operating leases is stated at cost less depreciation and any impairments to the carrying value.

As of September 30, 2005, all owned equipment in the Partnership’s equipment portfolio was on lease except for one aircraft with a net book value of $-0-. As of December 31, 2004, all owned equipment in the Partnership’s equipment portfolio was on lease except for two aircraft with a net book value of $-0-.

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PLM EQUIPMENT GROWTH FUND V

(A Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

9. Equipment (continued)

During the three months ended September 30, 2005, the Partnership disposed of parts from a commercial aircraft with a net book value of $-0- for proceeds of $0.1 million which resulted in a gain on disposition of $0.1 million. During the nine months ended September 30, 2005, the Partnership disposed of a commercial aircraft and parts from a commercial aircraft with an aggregate net book value of $-0- for proceeds of $0.7 million and reversed $0.5 million of unused engine reserves related to the sold commercial aircraft which resulted in a gain on disposition of $1.2 million.

During the three months ended September 30, 2004, the Partnership disposed of a commercial aircraft and parts from a commercial aircraft, with an aggregate net book value of $0.9 million for proceeds of $1.1 million, which resulted in a gain on disposition of $0.2 million. During the nine months ended September 30, 2004, the Partnership disposed of two commercial aircraft and parts from a commercial aircraft with an aggregate net book value of $1.5 million for proceeds of $2.1 million, which resulted in a gain on disposition of $0.6 million.

10. Equity Investments in Affiliated Entities

The Partnership owns equipment jointly with affiliated programs and non-affiliated entities.

Ownership interest is based on the Partnership’s contribution towards the cost of the assets in the equity investments. The Partnership’s proportional share of equity and income (loss) in each entity is not necessarily the same as its ownership interest. The primary reason for this is that certain fees such as management fees, acquisition fees, lease and re-lease fees vary among the owners of the equity investments. The Partnership’s investment in equity investments includes acquisition fees, lease negotiation fees, and debt placement fees paid by the Partnership to the General Partner or its affiliates. The Partnership’s equity interest in the net income (loss) of equity investments is reflected net of management fees incurred and the amortization of acquisition fees, lease negotiation fees and debt placement fees.

The tables below set forth 100% of the lease revenues and interest and other income, depreciation and amortization expense, interest expense, operations support and administrative expenses, and net income (loss) of the entities in which the Partnership has an interest, and the Partnership‘s proportional share of income (loss) in each entity for the three and nine months ended September 30, 2005 and 2004 (in thousands of dollars):

				PLM
For the three months ended	Lion			Worldwide
September 30, 2005	Partnership¹			Leasing²
Lease revenues and interest and other income	$	1,377		$	71
Less: Depreciation and amortization expense		279			--
Operations support		1,181			--
General and administrative expenses		48			(96	)
Net (loss) income	$	(131	)	$	167

Partnership’s share of net (loss) income	$	(63	)	$	42

1	The Partnership owns a 48% interest in the Lion Partnership that was formed in 1997 that owns a product tanker.

2	The Partnership owns a 25% interest in PLM Worldwide Leasing that was formed in 1995 that owns aircraft related assets.

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PLM EQUIPMENT GROWTH FUND V

(A Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

10. Equity Investment in Affiliated Entities (continued)

For the three months ended	PLM CAL I			PLM CAL II
September 30, 2005 (continued)	LLC ⁴			LLC ⁵			CFHS⁶			Total
Lease revenues and interest and other income	$	999		$	989		$	571
Less: Depreciation and amortization expense		1,235			1,233			1,387
Interest expense		456			455			--
General and administrative expenses		28			28			29
Net loss	$	(720	)	$	(727	)	$	(845	)

Partnership’s share of net loss	$	(300	)	$	(303	)	$	(159	)	$	(783	)

			Aero					PLM
For the three months ended	Lion		California		Clement			Worldwide
September 30, 2004	Partnership¹		Trust²		Partnership⁷			Leasing³
Lease revenues and interest and other income	$	2,212	$	27	$	--
Less: Depreciation and amortization expense		279		--		--
Operations support		1,231		6		(26	)
General and administrative expenses		123		15		--
Net income	$	579	$	6	$	26

Partnership’s share of net income (loss)	$	268	$	1	$	14		$	(10	)

For the three months ended	PLM CAL I			PLM CAL II
September 30, 2004 (continued)	LLC ⁴			LLC ⁵			Total
Lease revenues and interest and other income	$	380		$	371
Less: Depreciation and amortization expense		865			864
Interest expense		202			202
General and administrative expenses		21			21
Net loss	$	(708	)	$	(716	)

Partnership’s share of net loss	$	(281	)	$	(284	)	$	(292	)

			Aero			PLM
For the nine months ended	Lion		California			Worldwide
September 30, 2005	Partnership¹		Trust²			Leasing³
Lease revenues and interest and other income	$	6,690	$	7		$	600
Less: Depreciation and amortization expense		836		--			--
Operations support		3,944		4			--
General and administrative expenses		502		4			590
Net income (loss)	$	1,408	$	(1	)	$	10

Partnership’s share of net income	$	652	$	--		$	2

1	The Partnership owns a 48% interest in the Lion Partnership that was formed in 1997 that owns a product tanker.

2 The Partnership owned a 25% interest in the Aero California Trust that was formed in 1996 and dissolved in 2005 that owned two stage III commercial aircraft that were on a direct finance lease.

3	The Partnership owns a 25% interest in PLM Worldwide Leasing. that was formed in 1995 that owns aircraft related assets.

4	The Partnership owns a 40% interest in the PLM CAL I LLC that was formed in the third quarter of 2004 that owns two Boeing 737-500 stage III commercial aircraft.

5	The Partnership owns a 40% interest in the PLM CAL II LLC that was formed in the fourth quarter of 2004 that owns two Boeing 737-500 stage III commercial aircraft.

6	The Partnership owns a 19% interest in CFHS that was formed in the third quarter of 2004 that owns various types of machinery and other equipment.

7	The Partnership owned a 50% interest in the Clement Partnership that was formed in 1991 and dissolved in 2004 that owned a product tanker which was sold during 2003.

-14-

PLM EQUIPMENT GROWTH FUND V

(A Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

10. Equity Investments in Affiliated Entities (continued)


For the nine months ended	PLM CAL I			PLM CAL II
September 30, 2005 (continued)	LLC ⁴			LLC ⁵			CFHS⁶			Total
Lease revenues and interest and other income	$	2,950		$	2,922		$	1,712
Less: Depreciation and amortization expense		3,706			3,700			4,154
Interest expense		1,402			1,401			--
General and administrative expenses		81			80			77
Net loss	$	(2,239	)	$	(2,259	)	$	(2,519	)

Partnership’s share of net loss	$	(906	)	$	(914	)	$	(475	)	$	(1,641	)

			Aero					PLM
For the nine months ended	Lion		California		Clement			Worldwide
September 30, 2004	Partnership¹		Trust²		Partnership⁷			Leasing³
Lease revenues and interest and other income	$	4,934	$	114	$	--
Less: Depreciation and amortization expense		836		--		--
Operations support		3,251		21		(24	)
General and administrative expenses		278		67		(30	)
Net income	$	569	$	26	$	54

Partnership’s share of net income	$	263	$	7	$	27		$	38


For the nine months ended	PLM CAL I			PLM CAL II
September 30, 2004 (continued)	LLC⁵			LLC⁶			Total
r Lease revenues and interest and other income	$	380		$	371
Less: Depreciation and amortization expense		865			864
Interest expense		202			202
Operations support		--			--
General and administrative expenses		21			21
Net loss	$	(708	)	$	(716	)

Partnership’s share of net loss	$	(281	)	$	(284	)	$	(230	)

As of September 30, 2005 and December 31, 2004, all jointly-owned assets in the Partnership’s equity investment portfolio were on lease.

In the first quarter of 2005, the lessee of the two stage III commercial aircraft on a direct finance lease in which the Partnership had an interest, exercised its purchase option for these aircraft in accordance with the lease agreement. The aircraft were sold for their net book value and the trust was dissolved.

1	The Partnership owns a 48% interest in the Lion Partnership that was formed in 1997 that owns a product tanker.

2 The Partnership owned a 25% interest in the Aero California Trust that was formed in 1996 and dissolved in 2005 that owned two stage III commercial aircraft that were on a direct finance lease.

3	The Partnership owns a 25% interest in PLM Worldwide Leasing that was formed in 1995 that owns aircraft related assets.

4	The Partnership owns a 40% interest in the PLM CAL I LLC that was formed in the third quarter of 2004 that owns two Boeing 737-500 stage III commercial aircraft.

5	The Partnership owns a 40% interest in the PLM CAL II LLC that was formed in the fourth quarter of 2004 that owns two Boeing 737-500 stage III commercial aircraft.

6	The Partnership owns a 19% interest in CFHS that was formed in the third quarter of 2004 that owns various types of machinery and other equipment.

7	The Partnership owned a 50% interest in the Clement Partnership that was formed in 1991 and dissolved in 2004 that owned a product tanker which was sold during 2003.

-15-

PLM EQUIPMENT GROWTH FUND V

(A Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

10. Equity Investments in Affiliated Entities (continued)

During the nine months ended September 30, 2004, the Partnership, with three affiliated entities, formed two new entities, PLM CAL I LLC (CAL I) and PLM CAL II LLC (CAL II). The Partnership contributed a total of $22.8 million to these entities and owns a 39.6% interest in CAL I and CAL II. CAL I and CAL II each own two Boeing 737-500 stage III commercial aircraft. CAL I and CAL II each assumed two loans totaling $25.7 million that bear an interest rate of 7.46% and 7.42%. The loans are non-recourse to the Partnership and are collateralized by the aircraft and future lease payments. CAL I and CAL II distributed a total of $17.2 million as a non-operating cash distribution to the Partnership during the third quarter of 2004.

The Partnership did not make any equity investments in the nine months ended September 30, 2005.

11. Operating Segments (as restated)

The Partnership operates in four primary operating segments: marine vessel leasing, aircraft leasing, trailer leasing, and machinery and other equipment leasing. Each equipment leasing segment engages in short-term to mid-term operating leases to a variety of customers. There were no intersegment revenues for the three and nine months ended September 30, 2005 and 2004. The following tables present a summary of the operating segments of continuing operations (in thousands of dollars):

	Marine									Machinery
For the three months ended	Vessel			Aircraft			Trailer			And Other
September 30, 2005	Leasing			Leasing			Leasing			Equipment			Other¹			Total

Revenues
Lease revenue	$	--		$	240		$	--		$	--		$	--		$	240
Interest and other income		--			44			2			--			111			157
Gain on disposition of equipment		--			71			--			--			--			71
Total revenues		--			355			2			--			111			468

Expenses
Depreciation and amortization		--			3			--			--			--			3
Operations support		--			2			--			--			--			2
Management fees to affiliate		--			4			4			--			--			8
General and administrative expenses		--			17			--			--			125			142
Provision for bad debts		--			100			--			--			--			100
Total expenses		--			126			4			--			125			255
Equity in net loss of equity
investments		(63	)		(561	)		--			(159	)		--			(783	)
Loss from continuing operations	$	(63	)	$	(332	)	$	(2	)	$	(159	)	$	(14	)	$	(570	)

Total assets as of September 30, 2005	$	2,382		$	3,570		$	126		$	3,174		$	20,035		$	29,287

1	Includes certain assets not identifiable to a specific segment such as cash and certain other assets and assets held for sale. Also includes certain interest income and costs not identifiable to a particular segment, such as certain general and administrative expenses.

-16-

PLM EQUIPMENT GROWTH FUND V

(A Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

11. Operating Segments (as restated) (continued)

	Marine
For the three months ended	Vessel		Aircraft			Trailer
September 30, 2004	Leasing		Leasing			Leasing			Other¹			Total

Revenues
Lease revenue	$	--	$	250		$	88		$	--		$	338
Interest and other income		--		866			--			14			880
Gain on disposition of equipment		--		222			--			--			222
Total revenues		--		1,338			88			14			1,440

Expenses
Depreciation and amortization		--		35			31			1			67
Operations support		--		18			69			--			87
Management fees to affiliate		--		39			4			--			43
General and administrative expenses		--		53			1			146			200
Recovery of bad debts		--		(580	)		--			--			(580	)
Total expenses		--		(435	)		105			147			(183	)
Equity in net income (loss) of equity
investments		282		(574	)		--			--			(292	)
Income (loss) from continuing operations	$	282	$	1,199		$	(17	)	$	(133	)	$	1,331
Investments in equity investments	$	--	$	22,774		$	--		$	--		$	22,774

	Marine								Machinery
For the nine months ended	Vessel		Aircraft			Trailer			And Other
September 30, 2005	Leasing		Leasing			Leasing			Equipment			Other¹			Total

Revenues
Lease revenue	$	--	$	720		$	--		$	--		$	--		$	720
Interest and other income		--		101			8			--			193			302
Gain on disposition of equipment		--		1,157			--			--			--			1,157
Total revenues		--		1,978			8			--			193			2,179

Expenses
Depreciation and amortization		--		11			--			--			--			11
Operations support		--		7			--			--			--			7
Management fees to affiliate		--		23			13			--			--			36
General and administrative expenses		--		51			--			--			403			454
Provision for bad debts		--		100			--			--			--			100
Total expenses		--		192			13			--			403			608
Equity in net income (loss) of equity
investments		652		(1,818	)		--			(475	)		--			(1,641	)
Income (loss) from continuing operations	$	652	$	(32	)	$	(5	)	$	(475	)	$	(210	)	$	(70	)

1	Includes certain interest income and costs not identifiable to a particular segment, such as certain amortization and certain general and administrative expenses.

-17-

PLM EQUIPMENT GROWTH FUND V

(A Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

11. Operating Segments (as restated) (continued)

	Marine
For the nine months ended	Vessel		Aircraft			Trailer
September 30, 2004	Leasing		Leasing			Leasing			Other¹			Total

Revenues
Lease revenue	$	--	$	813		$	273		$	--		$	1,086
Interest and other income		--		896			--			67			963
Gain on disposition of equipment		--		596			--			--			596
Total revenues		--		2,305			273			67			2,645

Expenses
Depreciation and amortization		--		546			93			5			644
Operations support		--		93			190			--			283
Management fees to affiliate		--		91			11			--			102
General and administrative expenses		3		488			12			602			1,105
Recovery of bad debts		--		(1,296	)		--			--			(1,296	)
Total expenses		3		(78	)		306			607			838
Equity in net income (loss) of equity
Investments		290		(520	)		--			--			(230	)
Income (loss) from continuing operations	$	287	$	1,863		$	(33	)	$	(540	)	$	1,577
Investments in equity investments	$	--	$	22,774		$	--		$	--		$	22,774

12. Basic Earnings (Loss) Per Weighted-Average Limited Partnership Unit (as restated)

Basic earnings (loss) per weighted-average limited partnership unit was computed by dividing earnings or loss attributable to limited partners by the weighted-average number of limited partnership units deemed outstanding during the period. The weighted-average number of limited partnership units deemed outstanding during the three and nine months ended September 30, 2005 and 2004 was 8,478,448.

All special allocations of income to the General Partner are included in the calculation of basic earnings (loss) from continuing operations.

1	Includes certain interest income and costs not identifiable to a particular segment, such as certain amortization and general and administrative expenses.

-18-

PLM EQUIPMENT GROWTH FUND V

(A Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

12. Basic Earnings (Loss) Per Weighted-Average Limited Partnership Unit (as restated) (continued)

Basic earning or loss per weighted average limited partnership unit from continuing operations, operations of discontinued operations, gain on disposition of discontinued operations and any special allocations to the limited partners are based on the following (in thousands of dollars, except weighted-average limited partnership unit amounts):

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2005			2004			2005			2004
Attributable to limited partners:
Basic (loss) income from continuing operations	$	(570	)	$	1,331		$	(70	)	$	1,577
Special allocation of loss		--			--			(223	)		--
(Loss) income from continuing operations		(570	)		1,331			(293	)		1,577
Loss from operations of discontinued operations		(175	)		(491	)		(516	)		(215	)
Gain on disposition of discontinued operations		4,420			--			4,678			--
Net income	$	3,675		$	840		$	3,869		$	1,362
				��
Weighted average limited partnership units
outstanding		8,478,448			8,478,448			8,478,448			8,478,448
Basic earnings:
(Loss) income from continuing operations	$	(0.07	)	$	0.16		$	(0.03	)	$	0.19
Loss from operations of discontinued operations		(0.02	)		(0.06	)		(0.06	)		(0.03	)
Gain on disposition of discontinued operations		0.52			--			0.55			--
Net income per weighted average limited
partnership unit	$	0.43		$	0.10		$	0.46		$	0.16

13. Accounts and Other Receivables

Accounts and other receivables represent balances due from current or former lessees for unpaid balances incurred from leasing and selling Partnership owned equipment. The components of accounts and other receivables were as follows (in thousands of dollars):

	September 30,			December 31,
	2005			2004
Trade accounts receivables	$	222		$	22
Other receivables		--			937
Allowance for doubtful accounts		(100	)		--
	$	122		$	959

At December 31, 2004, the balance in other receivable was due from a former aircraft lessee for past due lease payments and in settlement for returning aircraft in a condition not in accordance with the lease agreement. During 2005, $0.7 million of the other receivable was paid with the remaining balance of $0.2 million being offset against a security deposit from the lessee.

-19-

PLM EQUIPMENT GROWTH FUND V

(A Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

14. Other Assets

The components of the other assets were as follows (in thousands of dollars):

	September 30,		December 31,
	2005		2004
Finance lease receivable	$	104	$	162
Prepaid expenses and deposits		69		52
	$	173	$	214

15. Concentrations of Credit Risk

For the nine months ended September 30, 2005 and 2004, the Partnership’s customers that accounted for 10% or more of the total revenues for the owned equipment and jointly owned equipment was Continental Airlines, Inc. (29% in 2005) and Varig South America (15% in 2004). In addition, during 2005, Varig South America purchased a commercial aircraft from the Partnership and the gain from the sale accounted for 12% of total revenues from owned equipment and jointly owned equipment.

As of September 30, 2005 and December 31, 2004, the Partnership’s customers that accounted for 10% or more of the total accounts and other receivables for the owned equipment and jointly owned equipment was Varig South America (56% in 2004) and Stena Bulk LLC (55% in 2005 and 37% in 2004).

As of September 30, 2005 and December 31, 2004, the General Partner believes the Partnership had no other significant concentrations of credit risk that could have a material adverse effect on the Partnership.

16. Recent Accounting Pronouncements

In December 2004, Financial Accounting Standards Board issued Statement 153, "Exchanges of Non-monetary Assets" (Statement 153), an amendment of Accounting Principles Board Opinion No. 29. Statement 153 is effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Statement 153 eliminates the exception to fair value for exchanges of similar productive assets and replaces it with a general exception for exchange transactions that do not have commercial substance - that is, transactions that are not expected to result in significant changes in the cash flows of the reporting entity. Adoption of Statement 153 did not have a significant effect on the Partnership's financial statements.

At the June 15 -16, 2005 Emerging Issues Task Force (EITF) meeting, the EITF reached a consensus on Issue No. 04-05 entitled "Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights" (Issue 04-05). The consensus provides a framework for addressing when a general partner, or general partners as a group, controls a limited partnership or similar entity. Additionally, on July 14, 2005, the Financial Accounting Standards Board issued a Staff Position FSP-78-1, “Interaction of AICPA Statement of Position 78-9 and EITF Issue No. 04-05” which amends the guidance in AICPA Statement of Position 78-9, “Accounting for Investments in Real Estate Ventures”, to be consistent with EITF Issue No. 04-05. The effective dates of this issue and technical position depend on whether the partnership agreement is new or modified, and is therefore effective for the Partnership no later than the beginning of the first quarter of 2006. The General Partner is currently evaluating the effect that this Issue and Staff Position will have on the Partnership’s financial position and results of operations.

17. Subsequent Event

During October 2005, the General Partner declared a cash distribution of $2.04 per limited partnership unit that was paid on November 11, 2005 to the holders of record as of November 1, 2005. The total cash distributed to the limited partners and the General Partner was $17.3 million and $0.9 million, respectively.

-20-

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

Restatement of Financial Statements

A summary of the significant effects of the restatement is as follows:

As of December 31, 2004

	As
	Previously				As
	Reported		Adjustment		Restated
Marketable securities	$	--	$	672	$	672
Total assets		30,565		672		31,237
Limited partners’ capital		28,609		672		29,281
Total partners’ capital		28,609		672		29,281
Total liabilities and partners’ capital		30,565		672		31,237

As of September 30, 2005

	As
	Previously				As
	Reported		Adjustment		Restated
Marketable securities	$	--	$	722	$	722
Total assets		28,565		722		29,287

Limited partners’ capital		28,166		722		28,888
Total partners’ capital		28,166		722		28,888
Total liabilities and partners’ capital		28,565		722		29,287

For the Three Months Ended September 30, 2005

	As
	Previously						As
	Reported			Adjustment			Restated
Interest and other income	$	119		$	38		$	157
Total revenues		430			38			468
(Loss) income from continuing operations		(608	)		38			(570	)
Net income		3,637			38			3,675
Other comprehensive loss:
Unrealized loss on marketable securities		--			(89	)		(89	)
Comprehensive income (loss)		3,637			(51	)		3,586
Limited partners share of net income		3,637			38			3,675

For the Nine Months Ended September 30, 2005

	As
	Previously						As
	Reported			Adjustment			Restated
Interest and other income	$	229		$	73		$	302
Total revenues		2,106			73			2,179
(Loss) Income from continuing operations		(143	)		73			(70	)
Net income		4,019			73			4,092
Other comprehensive loss:
Unrealized loss on marketable securities		--			(23	)		(23	)
Comprehensive income		4,019			50			4,069
Limited partners share of net income		3,796			73			3,869
Limited partners' basic earnings per
weighted-average limited partnership unit:		0.45			0.01			0.46

-21-

Discontinued Operations

During the third quarter of 2005, the Partnership and an investment entity in which the Partnership has an interest, sold all of their remaining railcars. Consequently, the results from these operations have been classified as discontinued operations and prior periods have been restated. (See Note 7 to the unaudited condensed financial statements)

(I) RESULTS OF OPERATIONS

Comparison of the Partnership’s Operating Results for the Three Months Ended September 30, 2005 and 2004 (as restated)

(A) Owned Equipment Operations

Lease revenues less operations support on owned equipment decreased during the three months ended September 30, 2005, compared to the same period of 2004. Gains from the disposition of equipment, interest and other income, and certain expenses such as management fees to affiliate, depreciation and amortization, general and administrative expenses, and provision for (recovery of) bad debts relating to the operating segments (see Note 9 to the unaudited condensed financial statements), are not included in the owned equipment operation discussion because they are indirect in nature and not a result of operations, but the result of owning a portfolio of equipment. The following table presents lease revenues less operations support by segment (in thousands of dollars):

	For the Three Months Ended September 30,
	2005		2004
Aircraft	$	238	$	232
Trailers		--		19

Aircraft: Aircraft lease revenues and operations support were $0.2 million and $2,000, respectively, for the three months ended September 30, 2005, compared to $0.3 million and $18,000, respectively, during the same period of 2004.

Trailers: Trailer lease revenues and operations support were $-0- and $-0-, respectively, for the three months ended September 30, 2005, compared to $0.1 million and $0.1 million, respectively, during the same period of 2004. Trailer lease revenues and operations support decreased due to all of the Partnership's trailers being placed on a direct finance lease in 2004.

(B) Interest and Other Income

Interest and other income decreased $0.7 million in the three months ended September 30, 2005 compared to the same period of 2004. During the third quarter of 2004, a former aircraft lessee agreed to pay $0.8 million as a settlement for not returning leased aircraft in the condition required in the lease agreement which was included in other income. A similar event did not occur during the same period of 2005. This decrease was partly offset by an increase of $38,000 caused by the gain on currency translation of marketable securities during the third quarter of 2005. A similar event did not occur during the same period of 2004.

Total indirect expenses of $0.3 million for the three months ended September 30, 2005 increased from $(0.3) million for the same period in 2004. Significant variances are explained as follows:

(i) Provision for (recovery of) bad debts decreased $0.7 million in the three months ended September 30, 2005 compared to the same period of 2004. During 2005, provision for bad debts of $0.1 million represented a reserve recorded related to one aircraft lessee. During 2004 recovery of bad debts of $0.6 million was due to the collection of a receivable primarily from one former aircraft lessee that had been previously reserved for as a bad debt; and

(ii) Depreciation and amortization expenses decreased $0.1 million from 2004 levels reflecting the decrease of $35,000 due to certain assets becoming fully depreciated at the end of 2004 and a decrease of $31,000 caused by the Partnership's trailer portfolio being placed on a direct finance lease in 2004.

-22-

(D) Gain on Disposition of Owned Equipment

The gain on the disposition of equipment for the three months ended September 30, 2005 totaled $0.1 million, and resulted from the sale of parts from a commercial aircraft with a net book value of $-0- for proceeds of $0.1 million. The gain on the disposition of equipment for the three months ended September 30, 2004 totaled $0.2 million, and resulted from the sale of parts of a commercial aircraft and a commercial aircraft with an aggregate net book value of $0.9 million for proceeds of $1.1 million.

(E) Equity in Net Loss of Equity Investments

Equity in net (loss) income of equity investments represents the Partnership's share of the net loss or income generated from the operation of jointly owned assets accounted for under the equity method of accounting. The following table presents equity in net (loss) income by equipment type (in thousands of dollars):

	For the Three Months Ended September 30,
	2005			2004
Marine vessel	$	(63	)	$	282
Machinery and other equipment		(159	)		--
Aircraft		(561	)		(574	)
Equity in net loss of equity investments	$	(783	)	$	(292	)

The following equity investment discussion by equipment type is based on the Partnership's proportional share of revenues, depreciation and amortization expenses, operations support, interest expense and administrative expenses:

Marine vessel: As of September 30, 2005 and 2004, the Partnership had an interest in an entity owning a marine vessel. During the three months ended September 30, 2005, lease revenues of $0.7 million were offset by depreciation expense, operations support, and administrative expenses of $0.7 million. During the three months ended September 30, 2004, lease revenues of $1.1 million were partially offset by depreciation expense, operations support and administrative expenses of $0.8 million.

Marine vessel lease revenues decreased $0.4 million during the three months ended September 30, 2005 compared to the same period 2004. The decrease of $0.4 million was due to a lower lease rate being earned on this equipment resulting from trading in a region of the world that earns a lower lease rate compared to the same period of 2004 during which this marine vessel was trading in a region that earns higher lease rates.

Marine vessel operations support and administrative expenses decreased $0.1 million during the three months ended September 30, 2005 compared to the same period 2004. The decrease of $0.1 million was due to lower operating expenses.

Machinery and other equipment: As of September 30, 2005, the Partnership owned an interest in an entity formed in the fourth quarter of 2004 that owns machinery and other equipment. During the three months ended September 30, 2005, lease revenues of $0.1 million were offset by depreciation and amortization expense and administrative expenses of $0.3 million. The Partnership did not have any equity investments that owned machinery and other equipment in the same period of 2004.

Aircraft: As of September 30, 2005, the Partnership owned an interest in two entities each owning two Boeing 737-500 commercial aircraft that were formed in the third quarter of 2004 and an interest in an entity owning other aircraft related assets. As of September 30, 2004, the Partnership owned an interest in an entity owning two commercial aircraft on a direct finance lease, an interest in two entities each owning two Boeing 737-500 commercial aircraft that were formed in the third quarter of 2004, and an interest in an entity owning other aircraft related assets. In the first quarter of 2005, the lessee of the two commercial aircraft on a direct finance lease in which the Partnership had a interest, exercised its purchase option for these aircraft.

During the three months ended September 30, 2005, entities owning aircraft equipment generated revenues of $0.8 million were offset by depreciation and amortization expense, operations support, interest expense and administrative expenses of $1.4 million. During the three months ended September 30, 2004, entities owning aircraft equipment generated revenues of $0.3 million which were offset by

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depreciation and amortization expense, interest expense, direct expenses and administrative expenses of $0.9 million.

Aircraft revenues increased $0.5 million due to the Partnership's investment during the third quarter of 2004 into two entities that each own two Boeing 737-500 commercial aircraft being owned and on lease the entire quarter compared being owned and on lease for one month of the same period of 2004.

Depreciation and amortization expense, operations support, interest expense and administrative expenses increased $0.5 million during the three months ended September 30, 2005 resulting from an increase in depreciation expense of $0.3 million caused by the Partnership's investment into two entities each owning two Boeing 737-500 commercial aircraft during the third quarter of 2004 and an increase of $0.2 million caused by interest expense from the non-recourse debt financing the two Boeing 737-500 commercial aircraft in each of the entities the Partnership invested in during the third quarter of 2004. Equity investments results for these two entities during the same period of 2004 is the result of one month of operation compared to a full quarter of operations during the three months ended September 30, 2005.

(F) Loss from Operation of Discontinued Operations

During the three months ended September 30, 2005, the Partnership's railcar and marine container operations, which are being accounted for as discontinued operations, generated a loss from operations of $0.2 million compared to a loss of $0.5 million during the same period of 2004.

(G) Gain from Disposition of Discontinued Operations

The Partnership had a gain on disposition of discontinued operations from the sale of its railcar assets of $4.4 million in the three months ended September 30, 2005 compared to $-0- during the same period of 2004.

(H) Net Income

As a result of the foregoing, the Partnership’s net income for the three months ended September 30, 2005 was $3.7 million, compared to net income of $0.8 million during the same period in 2004. The Partnership’s ability to operate and liquidate assets, secure leases, and re-lease those assets whose leases expire is subject to many factors. Therefore, the Partnership’s performance in the three months ended September 30, 2005 is not necessarily indicative of future periods.

Comparison of the Partnership’s Operating Results for the Nine Months Ended September 30, 2005 and 2004 (as restated)

(A) Owned Equipment Operations

Lease revenues less operations support on owned equipment decreased during the nine months ended September 30, 2005, compared to the same period of 2004. The following table presents lease revenues less operating support by segment (in thousands of dollars):

	For the Nine Months Ended September 30,
	2005		2004
Aircraft	$	713	$	720
Trailers		--		69

Aircraft: Aircraft lease revenues and operations support were $0.7 million and $7,000, respectively, for the nine months ended September 30, 2005, compared to $0.8 million and $0.1 million, respectively, during the same period of 2004. A decrease in aircraft lease revenues of $0.1 million was due to the sale of owned aircraft during the first quarter of 2005 that was on-lease during the nine months ended September 30, 2004. A decrease in aircraft operations support of $0.1 million was due a lower repair expense of $31,000 and lower insurance expense of $39,000 due to aircraft sales during 2004 and 2005.

Trailers: Trailer lease revenues and operations support were $-0- and $-0-, respectively, for the nine months ended September 30, 2005, compared to $0.3 million and $0.2 million, respectively, during the same period of 2004. Trailer lease revenues and operations support decreased due to all of the Partnership's trailers being placed on a direct finance lease in 2004.

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(B) Interest and Other Income

Interest and other income decreased $0.6 million in the nine months ended September 30, 2005 compared to the same period of 2004. During the third quarter of 2004, a former aircraft lessee agreed to pay $0.8 million as a settlement for not returning leased aircraft in the condition required in the lease agreement which was included in other income. A similar event did not occur during the same period of 2005. This decrease was partly offset by an increase of $38,000 caused by the gain on currency translation of marketable securities and a $35,000 increase due to the Partnership receiving additional marketable securities from a former aircraft lessee in settlement of a bankruptcy claim. A similar event did not occur during the same period of 2004.

Total indirect expenses of $0.6 million for the nine months ended September 30, 2005 and 2004 remained relatively the same. While total indirect expenses were approximately the same over the periods, there were significant variances between the categories of indirect expenses explained below:

(i) General and administrative expenses decreased $0.7 million during the nine months ended September 30, 2005 compared to the same period 2004. A decrease of $0.4 million was due to lower administrative costs resulting from the sale of aircraft during 2004 and 2005 and a decrease of $0.2 million resulted from lower costs being charged to the Partnership for certain professional services associated with the search for potential equipment acquisitions;

(ii) Depreciation and amortization expenses decreased $0.6 million from 2004 levels reflecting the decrease of $0.5 million due to certain assets becoming fully depreciated at the end of 2004 and a decrease of $0.1 million caused by the Partnership's trailer portfolio being placed on a direct finance lease in 2004; and

(iii) Provision for (recovery of) bad debts increased $1.4 million in the nine months of 2005 compared to the same period of 2004. During 2005, provision for bad debts of $0.1 million represented a reserve recorded related to one aircraft lessee. During 2004 recovery of bad debts of $1.3 million was due to the collection of a receivable primarily from one former aircraft lessee that had been previously reserved for as a bad debt.

(D) Gain on Disposition of Owned Equipment

The gain on the disposition of equipment for the nine months ended September 30, 2005 totaled $1.2 million, and resulted from the sale of parts from a commercial aircraft and a commercial aircraft with a net book value of $-0- for proceeds of $0.7 million. The gain of $1.2 million included the reversal of $0.5 million unused engine reserves related to the sold commercial aircraft. The gain on the disposition of equipment for the nine months ended September 30, 2004 totaled $0.6 million, and resulted from the sale of parts from a commercial aircraft and two commercial aircraft with an aggregate net book value of $1.5 million for proceeds of $2.1 million.

(E) Equity in Net Loss of Equity Investments

	For the Nine Months Ended September 30,
	2005			2004
Marine vessel	$	652		$	290
Machinery and other equipment		(475	)		--
Aircraft		(1,818	)		(520	)
Equity in net loss of equity investments	$	(1,641	)		(230	)

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Marine vessel: As of September 30, 2005 and 2004, the Partnership owned an interest in an entity that owned a marine vessel. During the nine months ended September 30, 2005, lease revenues of $3.2 million were partially offset by depreciation expense, operations support, and administrative expenses of $2.5 million. During the same period of 2004, lease revenues of $2.3 million were partially offset by depreciation expense, operations support, and administrative expenses of $2.1 million.

Marine vessel lease revenues increased $0.9 million during the nine months ended September 30, 2005 compared to the same period 2004. An increase of $1.0 million due to a higher lease rate being earned during the first six months of 2005 was partially offset by $0.4 million decrease during the third quarter of 2005 due earning a lower lease rate compared to the same period of 2004. In addition, the marine vessel earned an additional $0.3 million due to being on hire the full nine months of 2005 compared to the same period of 2004 when the marine vessel was off-hire approximately 30 days while undergoing dry docking. A similar event did not occur in the first nine months of 2005.

Marine vessel operations support and administrative expenses increased $0.4 million during the nine months ended September 30, 2005 compared to the same period 2004. The $0.4 million increase was due to an increase of $0.1 million due to higher repairs and maintenance expenses during the nine months ended September 30, 2005, higher operating expenses of $0.2 million resulting from the marine vessel being on-lease during all of the first nine months of 2005 compared to 2004 when the marine vessel was undergoing a scheduled dry docking and off-lease for 30 days and an increase of $0.1 million due to increased bad debt expense.

Machinery and other equipment: As of September 30, 2005, the Partnership owned an interest in an entity formed in the fourth quarter of 2004 that owned machinery and other equipment. During the nine months ended September 30, 2005, lease revenues of $0.3 million were offset by depreciation and amortization expense and administrative expenses of $0.8 million. The Partnership did not have any equity investments that owned machinery and other equipment in the same period of 2004.

Aircraft: As of September 30, 2005, the Partnership owned an interest in two entities each owning two Boeing 737-500 commercial aircraft that were formed in the third quarter of 2004 and an interest in an entity owning other aircraft related assets. As of September 30, 2004, the Partnership owned an interest in two entities each owning two Boeing 737-500 commercial aircraft that were formed in the third quarter of 2004, an interest in an entity owning two commercial aircraft on a direct finance lease and an interest in an entity owning other aircraft related assets. In the first quarter of 2005, the lessee of the two commercial aircraft on a direct finance lease in which the Partnership had a interest, exercised its purchase option for these aircraft. The aircraft were sold for their net book value.

During the nine months ended September 30, 2005, revenues of $2.5 million were offset by depreciation and amortization expense, operations support, interest expense and administrative expenses of $4.3 million. During the same period of 2004, revenues of $0.3 million were offset by depreciation and amortization expense, operations support, interest expense and administrative expenses of $0.9 million.

Aircraft revenues increased $2.1 million due to the Partnership's investment into two entities during the third quarter of 2004 that each own two Boeing 737-500 commercial aircraft. These aircraft were owned and on-lease for nine months of 2005 compared to being owned and on lease for one month of the same period of 2004.

Depreciation and amortization expense, operations support, interest expense and administrative expenses increased $3.4 million during the nine months ended September 30, 2005 compared to the same period of 2004 resulting from an increase in depreciation and amortization expense of $2.3 million caused by the Partnership's investment during the third quarter of 2004 into two entities each owning two Boeing 737-500 commercial aircraft and an increase of $1.0 million caused by interest expense from the non-recourse debt financing the two Boeing 737-500 commercial aircraft in each of the entities the Partnership invested in during the third quarter of 2004. The Partnership had an interest in these two entities owning commercial aircraft for nine months of 2005 compared to one month of the same period of 2004.

(F) Income (Loss) from Operation of Discontinued Operations

During the nine months ended September 30, 2005, the Partnership's railcar and marine container operations, which are being accounted for as discontinued operations, generated a loss from operations of $0.5 million compared to loss of $0.2 million during the same period of 2004.

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(G) Gain from Disposition of Discontinued Operations

The Partnership had a gain on disposition of discontinued operations from the sale of its railcar and marine container assets of $4.7 million in the nine months ended September 30, 2005 compared to $-0- during the same period of 2004.

(H) Net Income

As a result of the foregoing, the Partnership’s net income for the nine months ended September 30, 2005 was $4.1 million, compared to net income of $1.4 million during the same period in 2004. The Partnership’s ability to operate and liquidate assets, secure leases, and re-lease those assets whose leases expire is subject to many factors. Therefore, the Partnership’s performance in the nine months ended September 30, 2005 is not necessarily indicative of future periods.

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

DISCONTINUED OPERATIONS

During the second quarter of 2005, the General Partner sold its remaining marine containers for proceeds of $0.3 million resulting in a gain of $0.3 million.

Accordingly, the Partnership's marine container and railcar leasing operations including its equity investment in Rail Partners are accounted for as discontinued operations and prior periods have been restated.

CONTINUING OPERATIONS

At September 30, 2005, the Partnership had unrestricted cash of $19.9 million.

For the nine months ended September 30, 2005, the Partnership generated cash from operations of $3.7 million which included cash provided by discontinued operations of $1.4 million, to meet its operating obligations, maintain working capital reserves, and make cash distributions of $4.2 million ($0.50 per limited partnership unit) to the limited partners and $0.2 million to PLM Financial Services, Inc. (FSI or the General Partner).

During the nine months ended September 30, 2005, the Partnership disposed of owned equipment and received aggregate proceeds of $0.7 million and reversed $0.5 million of unused engine reserves which is included in the gain on disposal of equipment.

Marketable securities increased $0.1 million in the nine months ended September 30, 2005 due to the receipt of additional securities with a fair market value of $35,000 from a former aircraft lessee in

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settlement of a bankruptcy claim and an increase of $25,000 due to the change in the currency translation of the marketable securities. These increases were partially offset by a decrease of $10,000 resulting from changes in the securities fair market value during the nine months ended September 30, 2005.

Accounts and other receivable decreased $0.8 million in the nine months ended September 30, 2005 due to the decrease caused by the collection of $0.7 million in other receivable and a security deposit of $0.2 million being used to offset the remaining balance in other receivable from a former aircraft lessee. These decreases were partially offset by an increase of $0.1 million due to the timing of lessee payments.

Equity investments in affiliated entities decreased $3.0 million during the nine months ended September 30, 2005 due to cash distributions of $1.3 million from the equity investments to the Partnership and by the loss of $1.6 million that was recorded by the Partnership for its interests in the equity investments.

Accounts payable decreased $0.1 million during the nine months ended September 30, 2005 due to the timing of payments to vendors.

Reserve for repairs decreased $0.5 million due to the sale of a commercial aircraft and the unused engine reserves for this aircraft totaling $0.5 million being reversed and included as additional gain on disposition.

Lessees deposits decreased $0.2 million during the nine months ended September 30, 2005 due to the security deposit from an aircraft lessee being offset against other receivables.

CASH DISTRIBUTIONS

In November 2005, the Partnership paid a cash distribution of $17.3 million to the limited partners ($2.04 per limited partnership unit) and $0.9 million to the General Partner.

(III) RECENT ACCOUNTING PRONOUNCEMENTS

(IV) OUTLOOK FOR THE FUTURE

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.

The ability of the Partnership to realize acceptable lease rates on its equipment in the different equipment markets is contingent upon many factors, such as specific market conditions and economic activity, technological obsolescence, and government or other regulations. The unpredictability of these factors 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

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Partner may make an evaluation to reduce the Partnership's exposure to those equipment markets in which it determines that it cannot operate equipment and achieve acceptable rates of return.

The Partnership intends to use future cash flow from operations to satisfy its operating requirements and make cash distributions to the partners.

The Partnership may not reinvest cash flows generated from operations after January 1, 2005 into additional equipment. The Partnership will terminate on December 31, 2010, unless terminated earlier upon sale of all equipment and by certain other events. Although the Partnership is scheduled to terminate on December 31, 2010, the General Partner is managing the Partnership with the objective of having all owned and partially owned equipment disposed of by December 31, 2006.

Disposition of the Partnership's equipment and investments in entities owning equipment may result in a reduction of cash flows from operations to the Partnership.

Factors affecting the Partnership’s operations in the remainder of 2005 and beyond include:

(1) The Partnership has an investment in an entity owning a double-hull product tanker constructed in 1985, which operates in international markets carrying a variety of clean product/chemical liquid cargoes. Demand for product / chemical shipping is closely tied to worldwide economic growth patterns, which can affect demand by causing changes in specific grade volume on trade routes. The General Partner operates the Partnership’s product tanker in the voyage charter markets, carrying mostly gasoline, jet fuel, gas oils and similar petroleum distillates or simple chemicals or vegetable oils, an approach that provides the flexibility to adapt to changes in market conditions.

The Partnership’s product tanker has continued to operate with very minimum idle time between charters. The third quarter 2005 started slowly due to low summer product demand, however, two major hurricanes in the United States (US) gulf created major problems with the oil supply chain and especially the limited refinery capacity of the US. Several major refineries in the US gulf area were shut down or product refining capacity severely reduced resulting in shortage of refined products such as gasoline, jet fuel, heating oil, etc. which created a high demand for imported product from Europe and elsewhere. These events drove the shipping markets for product carriers to all time highs. While some, but not all refining capacity has come back on stream, the demand, while off the highs, remains strong and should continue for the rest of 2005 and into early 2006. The advent of the heating oils season in North America with supply levels reported low could further prolong the strong product tanker market.

The marine vessel owned by an entity in which the Partnership has an interest is 20 plus years old which may limit its future marketability. Marine vessels of this age typically earn a lower charter rate than newer more efficient marine vessels and may have increased off-hire time;

(2) Market demand for new and used aircraft continues to be severely impacted by the poor financial condition of the airline industry.

The General Partner believes that the commercial aviation industry is recovering from several years of reduced travel; however, the General Partner views the recovery with caution as major increases in the cost of fuel has added another factor to further weakening yields of the airlines. The General Partner believes that stabilization of fuel prices will be critical for the recovery in the airline industry to continue.

The Partnership owns a DHC-8-102 commuter aircraft which is on consignment to a vendor who will part-out the aircraft. Due to the poor market demand for parts from this type of aircraft, it may take a considerable period of time to complete the sale of this aircraft. The Partnership also owns a DHC-8-300 that is on a lease through June 2007.

The Partnership has an interest in four aircraft on lease to a major US airline. While the General Partner is not aware of any specific liquidity problems in regards to this lessee, the poor financial condition of the US airline industry, which has included several bankruptcies this year, indicate there could be collection issues related to this lessee in the future;

(3) The Partnership is expected to have increased general and administrative costs as the General Partner liquidates other investments programs that currently share certain general and administrative expenses;

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(4) While the Partnership is scheduled to terminate on December 31, 2010, the General Partner is managing the Partnership with the objective of having all owned and partially owned equipment disposed of by December 31, 2006;

(5) The timing and amount of future cash distributions to the limited partners and the General Partner will be based on the cash position of the Partnership and operational requirements. The General Partner does not anticipate any future cash distributions to the limited partners and the General Partner until the Partnership has additional significant asset dispositions; and

(6) Beginning in 2006, in order to prevent the Partnership from being considered publicly traded and to avoid taxation of the Partnership as an association treated as a corporation under the Internal Revenue Code, the General Partner is limiting the number of limited partnership units to be traded to 2% per year of the total outstanding units.

Several other factors may affect the Partnership's operating performance in the year 2005 and beyond, including changes in the markets for the Partnership's equipment and changes in the regulatory environment in which that equipment operates.

The General Partner may elect to sell certain underperforming equipment, equipment whose continued operation may become prohibitively expensive, or has a greater strategic value to others. The General Partner intends to re-lease or sell equipment at prevailing market rates; however, the General Partner cannot predict these future rates with any certainty at this time and cannot accurately assess the effect of such activity on future Partnership performance. The proceeds from the sold or liquidated equipment will be used to fund operations and make cash distributions to the partners.

Cash distributions when paid to the limited partners generally consist of both a return of and a return on capital. Cash distributions do not represent and are not indicative of yield on investment. Actual yield on investment cannot be determined with any certainty until conclusion of the Partnership and will be dependent upon the collection of all future contracted rent, the generation of renewal and/or re-lease rents and the residual value realized for each asset at its disposal.

(V) FORWARD-LOOKING INFORMATION

Except for the historical information contained herein, this Form 10-QSB/A contains forward-looking statements that involve risks and uncertainties, such as statements of the Partnership’s plans, objectives, expectations, and intentions. The cautionary statements made in this Form 10-QSB/A should be read as being applicable to all related forward-looking statements wherever they appear in this Form 10-QSB/A. There are a number of important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made herein. These factors include, but are not limited to, the collection of the Partnership’s contracted rents, the realization of residual proceeds, and future economic conditions.

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ITEM 3. CONTROLS AND PROCEDURES (as restated)

Limitations on the Effectiveness of Controls

The General Partner’s management, including it’s President and Chief Financial Officer (CFO), does not expect that our internal controls or disclosure control will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of control can provide absolute assurance that all control issues and instances of fraud, if any, within the Partnership have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, collusion of two or more people, or by management override of the control. The design of any system of controls also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Quarterly Evaluation of the Partnership’s Disclosure Controls and Internal Controls

The General Partner carried out an evaluation, under the supervision and with the participation of the General Partner’s management, including it’s President and CFO, of the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on the review of the Partnership’s internal controls, the General Partner concluded that in light of certain weaknesses described below, as of June 30, 2005, the Partnership’s controls and procedures were not effective.

As a result of these control deficiencies, the General Partner performed additional procedures to ensure that the Partnership’s condensed financial statements are prepared in accordance with generally accepted accounting principles (GAAP). Accordingly, the General Partner believes that the financial statements included in this report fairly present in all material respects the Partnership’s financial condition, results of operations and cash flows for the periods presented in accordance with GAAP.

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. As a result of the errors described in Note 1 to the unaudited condensed financial statements that resulted in the restatement of the Partnership’s financial statements for the year ended December 31, 2004 and for the three and nine months ended September 30, 2005, the General Partner identified the following material weaknesses in its internal controls:

1) The Partnership did not ensure that there was adequate communication between General Partner’s accounting personnel and the Partnership’s third party equipment managers. Specifically, the accounting department personnel at the General Partner did not know of a settlement of a bankruptcy claim for which the Partnership received securities in a publicly traded company and thus their receipt was not recorded appropriately. This control deficiency contributed to the restatement of the Partnership’s financial statements as of December 31, 2004 and September 30, 2005.

2) Once received, the Partnership did not perform an adequate review of the bankruptcy settlement. Specifically, once the documentation was received related to the receipt of the securities, the appropriate accounting entries were not recorded.

Prior to issuance of these condensed financial statements in June 2006, the following changes were made in our internal control over financial reporting in an effort to remediate the material weaknesses described above:

1) On a regular basis and no less than quarterly, the appropriate accounting personnel will discuss with the third party equipment managers all material transactions that occurred during the period.

2) All material source documentation related to equipment transactions will be reviewed by at least two accounting department personnel to determine the appropriate accounting treatment.

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Although the General Partner believes the steps taken to date have improved the effectiveness of our control over the accounting for equipment related transactions, we have note completed our review and testing of the corrective processes and procedures. Accordingly, the General Partner will continue to monitor the effectiveness over the Partnership’s internal controls over equipment transactions.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

31.1

Certificate of President of the General Partner pursuant to Section 302 of Sarbanes - Oxley Act.

31.2

Certificate of Chief Financial Officer of the General Partner pursuant to Section 302 of Sarbanes - Oxley Act.

32.1

Certificate of President of the General Partner pursuant to Section 906 of Sarbanes - Oxley Act.

32.2

Certificate of Chief Financial Officer of the General Partner pursuant to Section 906 of Sarbanes - Oxley Act.

(b) Reports on Form 8-K

Report 8-K dated August 10, 2005 announcing that the Partnership has entered into a definitive agreement to sell the Partnership's railcar assets to the CIT Group Inc.

Report 8-K dated August 18, 2005, announcing the completion of the sale of the Partnership's railcar assets to the CIT Group Inc.

Report 8-K dated October 31, 2005, announcing a cash distribution to the partners.

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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: June 6, 2006 By: /s/ Richard K Brock

Richard K Brock

Chief Financial Officer

PLM Equipment Growth Fund V Inactive 10QSB/A2005 Q3 Quarterly report (small business) (amended)