AMENDMENT TO MANAGEMENT AGREEMENT
               RMI COVERED HOPPER RAILCAR MANAGEMENT PROGRAM 79-1

         This Amendment to Management Agreement is made as of the date set forth
below opposite the signature of "Owner".

         The  undersigned   signatory  identified  as  "Owner"  is  party  to  a
Management Agreement with PLM Investment Management, Inc. ("IMI"), formerly "PLM
Railcar  Management,  Inc.",  covering the management of Owner's  covered hopper
railcar(s) identified therein.

         In  consideration  of the  continuing  appointment of IMI as Manager by
Owner,  and for other good and valuable  consideration,  Owner and IMI do hereby
amend the Management Agreement as follows:

1.       The Management Agreement shall be extended for a fixed term not to
exceed five years,  ending  October 1, 1994.  If investor has not given  written
notice to the Manager,  provided  herein below,  this  Agreement  shall,  at the
option of Manager,  be renewed for an additional term of five years. If investor
elects to terminate  this Agreement at the  expiration  date,  investor shall so
notify Manager no fewer than 60 days prior to the expiration date.

2. IMI shall receive a minimum monthly management fee of $38 per car.
Said minimum  monthly  management fee shall be prorated on a daily basis for any
period less than a full  month.  In  addition,  IMI shall  receive an  incentive
management fee of 15% of net income over $750 per car per quarter.

3. Any notice to IMI shall be addressed as follows:

                  PLM Investment Management, Inc.
                  655 Montgomery Street, Suite 1200
                  San Francisco, CA  94111
                  Attn:  Investor Services

or to such other address as may be designated by IMI in writing.

         Except as modified by this Amendment, all other terms and conditions of
the  Management  Agreement  shall remain the same for the  extended  term of the
Management Agreement.

         IN WITNESS  WHEREOF,  the  parties  have  executed  this  Amendment  to
Management  Agreement as of the date set forth below  opposite the  signature of
Owner.

                          PLM INVESTMENT MANAGEMENT, INC.

                          By:   /s/Stephen M. Bess
                          Title: Senior Vice President

OWNER



By:  /s/William Armbrustor