EXHIBIT 1


PROXY                                                                      PROXY


                             PLM INTERNATIONAL, INC.
                   ONE MARKET, STEUART STREET TOWER, SUITE 800
                      SAN FRANCISCO, CALIFORNIA 94105-1301

                SPECIAL MEETING OF STOCKHOLDERS  MARCH 15, 2001

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned  hereby  constitutes and appoints Stephen M. Bess and Susan
C.  Santo,  and  each of  them,  true  and  lawful  agents  and  proxies  to the
undersigned,  with full power of substitution,  to represent the undersigned and
to vote all  shares of stock that the  undersigned  is  entitled  to vote at the
special meeting of stockholders of PLM International,  Inc., to be held on March
15, 2001, and at any and all adjournments and postponements thereof.

     This proxy, when properly executed, will be voted in the manner directed by
the undersigned stockholder.  IF NO VOTE IS SPECIFIED,  HOWEVER, THIS PROXY WILL
BE VOTED "FOR" THE MERGER PROPOSAL. This proxy grants discretionary authority to
vote in accordance with the best judgement of the named proxies on other matters
that may properly come before the special meeting.

     Please mark this proxy card, fill in the date, sign on the reverse side and
return promptly in the enclosed  envelope.  No postage is necessary if mailed in
the United States.

(CONTINUED, AND TO BE SIGNED, ON THE REVERSE SIDE)







[x] Please mark your votes
as in this example

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE MERGER PROPOSAL:


To authorize the proposed  merger of MILPI  Acquisition  Corp. with and into PLM
International,  Inc.  pursuant to the Agreement and Plan of Merger,  dated as of
December 22, 2000, by and among MILPI Acquisition  Corp. and PLM  International,
Inc.


FOR                        AGAINST                             ABSTAIN





Signature(s)  _________________________________          Dated ___________, 2001

Please sign this proxy exactly as your name appears hereon.  Joint owners should
each  sign  personally.  Trustees  and other  fiduciaries  should  indicate  the
capacity in which they sign,  and where more than one name  appears,  a majority
should sign. If a  corporation,  the  signature  should be that of an authorized
person who should also state his/her title.

PLEASE MARK,  SIGN,  DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.