EXHIBIT 10.4


            Amendment Dated as of April 20, 1994 to 
PLM International, Inc. 
Employee Stock Ownership Plan

     WHEREAS, effective as of August 17, 1989, PLM International,
Inc. ("PLM") adopted an Employee Stock Ownership Plan (the "Plan"). 
All capitalized terms used herein which are not otherwise defined
shall have the same meaning as set forth in the Plan.

     WHEREAS, pursuant to Article XVII, Section 17.1(a) of the
Plan, PLM has the right at any time to amend the Plan without the
consent of any Participating Company, Member, Beneficiary or other
interested party.

     WHEREAS, pursuant to Article XVII, Section 17.1(a) of the
Plan, PLM may, among other things, adopt any amendment which may be
necessary or appropriate to facilitate the administration,
management and interpretation of the Plan or to conform the Plan
thereto, provided said amendment does not have any material effect
on the currently estimated cost to the Company of maintaining the
Plan.

     WHEREAS, PLM wishes to amend Section 14 of the Plan in order
to conform the Plan to the Trustee's current practice in voting the
unallocated and undirected shares.

     NOW, THEREFORE, PLM hereby amends the Plan as follows:

     1.   Section 14.4(b).  Section 14(b) of the Plan is hereby
amended to read in its entirety as follows:

          "(b) The Trustee shall exercise its independent
          discretion in determining whether to vote the aggregate
          of all unallocated shares of Stock (including, without
          limitation, all unallocated Financed Stock held in the
          Loan Suspense Account) held in the Trust on each issue to
          be voted upon in the same proportions as the shares of
          Stock allocated to the Members' Accounts are voted
          pursuant to the Members' instructions as provided in
          Section 14.4(a)."

     2.   Express Amendment.  Except as specifically amended
herein, the Plan shall remain unchanged and continue in full force
and effect.