UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ________________
                                   FORM 10-K/A
                                Amendment No. 1


         [x]      Annual  Report   Pursuant  to  Section  13  or  15(d)  of  the
                  Securities Exchange Act of 1934 [Fee Required]
                  For the fiscal year ended December 31, 1995.

         [ ]      Transition  Report  Pursuant  to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934 [No Fee Required]
                  For the transition period from              to

                          Commission file number 1-9670

                             PLM INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                    94-3041257
(State or other jurisdiction of incorporation or        (I.R.S. Employer 
     organization)                                      Identification No.)

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

        Registrant's telephone number, including area code (415) 974-1399
                              --------------------
           Securities registered pursuant to Section 12(b) of the Act:

          Title of each class Name of each exchange on which registered
Common Stock, $.01 Par Value                            American Stock Exchange

           Securities registered pursuant to Section 12(g) of the Act:
                                      None

         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 ______

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of  Regulation  S-K (Sec.  229.405 of this  chapter)  is not  contained
herein,  and will not be contained,  to the best of registrant's  knowledge,  in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [X]

         The aggregate  market value of the voting stock held by  non-affiliates
of the registrant as of March 25, 1996 was $37,019,374.

         The  number of shares  outstanding  of the  issuer's  classes of common
stock as of March 25, 1996: Common Stock, $.01 Par Value -- 10,805,861 shares

                      DOCUMENTS INCORPORATED BY REFERENCE

         An index of  exhibits  filed with this Form  10-K/A is located at pages
34-35.






                                                            


                             PLM INTERNATIONAL, INC.
                          1995 FORM 10-K ANNUAL REPORT
                                TABLE OF CONTENTS






                                                                     Page
                                     Part I

Item 1         Business                                                2
Item 2         Properties                                              9
Item 3         Legal Proceedings                                       9
Item 4         Submission of Matters to a Vote of Security Holders     9


                                     Part II

Item 5         Market for the Company's Common Equity and Related
                 Stockholder Matters                                  10
Item 6         Selected Financial Data                                11
Item 7         Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                  12
Item 8         Financial Statements and Supplemental Data             22
Item 9         Changes in and Disagreements with Accountants on
                 Accounting and Financial Disclosure                  22


                                    Part III

Item 10        Directors and Executive Officers of the Company        22
Item 11        Executive Compensation                                 24
Item 12        Security Ownership of Certain Beneficial Owners
                 and Management                                       31
Item 13        Certain Relationships and Related Transactions         33


                                     Part IV

Item 14        Exhibits, Financial Statement Schedules, and Reports on
                 Form 8-K                                             33





                                     PART I

ITEM 1. BUSINESS

A.   Introduction

(i)  Background

PLM  International,  Inc. (PLM International or the Company or PLMI), a Delaware
corporation,  is a transportation  equipment leasing company specializing in the
management of equipment on operating leases  domestically  and  internationally.
The  Company  is  also a  leading  sponsor  of  syndicated  investment  programs
organized to invest primarily in transportation  equipment. The Company operates
and manages  approximately $1.3 billion of transportation  equipment and related
assets for its  account  and  various  investment  partnerships  and third party
accounts.   An  organization   chart  for  PLM   International   indicating  the
relationships of significant active legal entities is shown in Table 1:


PLM International, Inc., a Delaware corporation, the parent corporation.

Subsidiaries of PLM International, Inc.:
PLM Financial  Services,  Inc., a Delaware  corporation;  PLM Railcar Management
Services,  Inc.,  a Delaware  corporation;  PLM  Worldwide  Management  Services
Limited,   a  Bermuda   corporation;   Aeromil  Holdings,   Inc.,  a  California
corporation; and American Finance Group, Inc., a Delaware corporation.


Subsidiaries of PLM Financial Services, Inc.
PLM Investment Management, Inc., a California corporation; PLM Securities Corp.,
a  California  corporation;  and PLM  Transportation  Equipment  Corporation,  a
California corporation.

A subsidiary of PLM Railcar Management Services,  Inc. is PLM Railcar Management
Services Canada, Ltd., an Alberta corporation.

A subsidiary  of PLM Worldwide  Management  Services  Limited is  Transportation
Equipment Indemnity Company, Ltd., a Bermuda corporation.

A subsidiary of American  Finance  Group,  Inc. is AFG Credit Corp.,  a Delaware
corporation.

Note: All entities are 100% owned except Aeromil  Holdings,  Inc.,  which is 80%
owned.





(ii) Description of Business

PLM  International  owns or  manages a  portfolio  of  transportation  equipment
consisting of approximately  35,000  individual  items with a combined  original
cost of  approximately  $1.3 billion (refer to Table 2). The Company  syndicates
investment  programs and manages  equipment and related assets for approximately
75,000 investors in various limited partnerships or investment programs.

                                     TABLE 2

                          EQUIPMENT AND RELATED ASSETS

                                December 31, 1995
                           (original cost in millions)




                                                                       Professional
                                                                     Lease Management   Equipment        Other
                                                                      Income Fund 1   Growth Funds     Investor
                                                            PLMI                                       Programs         Total
                                                         -------------------------------------------------------------------------


                                                                                                                
         Aircraft and aircraft engines                         $  53         $   18         $    327         $  10        $    408
         Marine vessels                                           --             12              245            --             257
         Railcars/locomotives                                      1             13              126            56             196
         Trailers/tractors                                        53              7               84            17             161
         Marine containers                                         5             --               96             7             108
         Mobile offshore drilling units (MODUs)                   --             --               87            --              87
         Other                                                    26              7               42             6              81
                                                             ----------------------------------------------------------------------

         Total                                                 $ 138         $   57         $  1,007         $  96        $  1,298
                                                             ======================================================================


(iii)  Equipment Owned

The  Company  leases  its owned  equipment  to a  variety  of  lessees.  Certain
equipment  is leased and operated  internationally.  In general,  the  equipment
leasing industry is an alternative to direct equipment ownership. It is a highly
competitive  industry  offering  lease terms  ranging from  day-to-day to a term
equal to the economic life of the equipment (full payout). Generally, leases for
a term less  than the  economic  life of the  equipment  are known as  operating
leases  because the  aggregate  lease  rentals  accruing  over the initial lease
period are less than the cost of the leased equipment. PLM International's focus
is on providing  equipment under operating leases.  This type of lease generally
commands a higher lease rate than full payout leases because of the  flexibility
it affords the  lessee.  This  emphasis  on  operating  leases  requires  highly
experienced  management and support staff, as the equipment must be periodically
re-leased  to continue  generating  rental  income,  and thus,  to maximize  the
long-term return on investment in the equipment.  In appropriate  circumstances,
certain equipment, mainly marine containers, is leased to utilization-type pools
which  include  equipment  owned by  unaffiliated  parties.  In such  instances,
revenues  received  by the  Company  consist of a  specified  percentage  of the
pro-rata share of lease revenues generated by the pool operator from leasing the
pooled  equipment to its customers,  after  deducting  certain direct  operating
expenses of the pooled equipment.

        With  respect  to  trailer  leasing  activities,   the  Company  markets
over-the-road  trailers through its subsidiary PLM Rental,  Inc. (PLM Rental) on
short-term  leases through rental yards located in 10 major U.S.  cities.  These
rental  facilities  provide the Company  with a base of  operations  in selected
markets to facilitate  its operating  lease  strategy.  The Company also markets
intermodal trailers to railroads and shippers on short-term arrangements through
a licensing  agreement  with a short line  railroad.  In  addition,  the Company
markets on-site  storage units  protected by a patented  security system through
both existing facilities and PLM Rental's facilities.

        Over the past five years,  approximately  94.0% of all equipment  (owned
and managed) on average, was operating under a lease agreement or in PLM trailer
rental yards.






(iv) Subsidiary Business Activities

(a)  PLM Financial Services, Inc.

PLM Financial  Services,  Inc.  (FSI) along with its primary  subsidiaries:  PLM
Transportation   Equipment   Corporation   (TEC);   PLM  Securities  Corp.  (PLM
Securities);   and  PLM  Investment   Management,   Inc.  (IMI),  focus  on  the
development,  syndication,  and  management  of investment  programs,  including
limited  liability  companies,  limited  partnerships,   and  private  placement
programs,  which acquire and lease  primarily  used  transportation  and related
equipment.  Depending on the objectives of the particular program,  the programs
feature  various  combinations  of current  cash flow and  income  tax  benefits
through investments in long-lived,  low-obsolescence  transportation and related
equipment. Programs sponsored by FSI are offered nationwide through a network of
unaffiliated national and regional broker-dealers and financial planning firms.

        FSI has completed the offering of 16 public programs which have invested
in diversified  portfolios of transportation  and related  equipment.  From 1986
through  April of  1995,  FSI  offered  the PLM  Equipment  Growth  Fund  (EGFs)
investment  series.  During 1995, FSI introduced  Professional  Lease Management
Income Fund I, L.L.C., a Limited Liability Company (Fund I), with a no front-end
fee structure. Fund I is currently being syndicated by PLM Securities.  Both the
EGF and Fund I programs are designed to invest primarily in used  transportation
equipment  for lease in order to generate  current  operating  cash flow for (i)
distribution   to  investors  and  (ii)   reinvestment   into   additional  used
transportation  equipment. An objective of the programs is to maximize the value
of the  equipment  portfolio  and provide  cash  distributions  to  investors by
acquiring  and  managing  equipment  for  the  benefit  of  the  investors.  The
cumulative  equity raised by PLM  International  for its  affiliated  investment
programs  now stands at $1.7  billion.  The Company  has raised more  syndicated
equity for equipment leasing programs than any other syndicator in United States
history.  Annually,  since 1983, PLM International has been one of the top three
equipment leasing syndicators in the United States.  Annually, from 1990 through
1995, the Company has ranked as the number one or two diversified transportation
equipment leasing  syndicator in the United States.  PLMI's market share for all
syndicated equipment leasing programs increased to 22% in 1995 from 17% in 1994.
In 1995, the Company was the number two equipment leasing syndicator.

         EGFs I, II, and III were  listed  for  trading  on the  American  Stock
Exchange until April 7, 1996.  Under the Internal  Revenue Code (the Code) these
Partnerships are classified as Publicly Traded Partnerships. The Code treats all
Publicly  Traded  Partnerships  as  corporations  if they remain publicly traded
after December 31, 1997.  Treating the  Partnerships as corporations  would mean
the  Partnerships  themselves  would become taxable,  rather than "flow through"
entities.  As taxable entities,  the income of the Partnerships would be subject
to federal  taxation at both the partnership  level and at the investor level to
the extent income is distributed  to an investor.  In order to avoid taxation of
the Partnerships as  corporations,  the General Partner applied for delisting of
the  Partnerships'  depositary  units  from the  American  Stock  Exchange.  The
Partnerships  were  delisted  effective  April 7, 1996.  Trading of  Partnership
depositary  units on the American Stock  Exchange was suspended  March 22, 1996,
pending  approval of the  application  for  delisting.  While the  Partnerships'
depositary units are no longer publicly traded on a national stock exchange, the
General  Partner  will  continue to manage the  equipment  of the  Partnerships,
prepare and  distribute  quarterly and annual reports and Forms 10-Q and 10-K in
accordance with the Securities and Exchange Commission requirements, and provide
pertinent tax reporting forms and information to unitholders.

        Due to the  changes in the  federal  tax laws  causing  Publicly  Traded
Partnerships  traded on a national  exchange to be taxed as  corporations  after
December 31, 1997, rather than treated as flow through entities,  the management
of PLM  International  structured  EGFs IV, V, VI, and PLM Equipment  Growth and
Income  Fund VII (EGF VII) so that they will not be publicly  traded.  Fund I is
not and will not be publicly traded.

Investment  in and  Management  of the EGFs,  Other  Limited  Partnerships,  and
Private Placements

FSI  earns  revenues  in  connection  with  the  organization,   marketing,  and
management of the limited  partnerships and private placement  programs.  During
the  syndication  of  each  of  the  EGFs,   placement  fees  and   commissions,
representing  approximately  9% of equity raised were generally  earned upon the
purchase by investors  of  partnership  units.  A  significant  portion of these
placement  fees  were  reallowed  to the  originating  broker-dealer.  Equipment
acquisition,  lease  negotiation,  and debt placement fees are generally  earned
through the  purchase,  initial  lease,  and  financing  of  equipment,  and are
generally  recognized  as revenue when FSI  completed  substantially  all of the
services required to earn the fees, generally when binding commitment agreements
are signed.

         Management  fees are earned for managing the equipment  portfolios  and
administering  investor  programs as provided for in various  agreements and are
recognized as revenue over time as they are earned.

         As compensation for organizing a partnership  investment program,  FSI,
as general partner,  is generally granted an interest (between 1% and 5%) in the
earnings and cash  distributions  of the program.  FSI recognizes as partnership
interests  its  equity  interest  in  the  earnings  of the  partnerships  after
adjusting such earnings to reflect the use of straight-line depreciation and the
effect of special  allocations  of the program's  gross income allowed under the
respective partnership agreements.

         FSI also  recognizes  as  income  its  interest  in the  estimated  net
residual  value of the assets of the  partnerships  as they are  purchased.  The
amounts  recorded are based on  management's  estimate of the net proceeds to be
distributed  upon disposition of the  partnership's  equipment at the end of the
respective  partnerships.  As assets are  purchased by the  partnerships,  these
residual  value  interests  are  recorded in other fees at the present  value of
FSI's share of estimated  disposition  proceeds.  As required by FASB  Technical
Bulletin 1986-2,  the discount on FSI's residual value interests is not accreted
over the  holding  period.  FSI  reviews  the  carrying  value  of its  residual
interests at least annually in relation to expected future market values for the
underlying  equipment in which it holds residual  interests,  for the purpose of
assessing  recoverability of recorded amounts.  When a limited partnership is in
the  liquidation  phase,  distributions  received  by FSI  will  be  treated  as
recoveries of its equity interest in the partnership until the recorded residual
is eliminated. Any additional distributions received will be treated as residual
interest income.

         In  accordance   with  certain   investment   program  and  partnership
agreements,  FSI receives  reimbursement  for  organization  and offering  costs
incurred during the offering period. The reimbursement is generally between 1.5%
and 3.0% of equity raised.  The investment  program  reimburses FSI ratably over
the offering  period of the investment  program based on equity  raised.  In the
event  organizational  and  offering  costs  incurred  by FSI as  defined by the
partnership  agreement exceed amounts allowed,  the excess costs are capitalized
as an additional  investment in the related  partnership  and amortized over the
estimated life of the partnership. These additional investments are reflected as
equity interest in affiliates in the accompanying consolidated balance sheets.

Investment in and Management of Limited Liability Companies

During the year ended  December  31,  1995,  Fund I was formed as a new investor
program. FSI serves as the Manager for the new program.  This product, a limited
liability  company with a no front-end fee structure,  began  syndication in the
first quarter of 1995. There is no compensation  paid to FSI for organization of
Fund I, raising equity,  acquisition of equipment, or negotiation of the initial
leases. FSI is funding the cost of organization,  syndication,  and offering and
is treating this as its  investment in Fund I. FSI will amortize its  investment
in Fund I over the life of the  program.  In return for its  investment,  FSI is
generally  entitled to a 15% interest in the cash  distributions and earnings of
Fund I subject to certain  allocation  provisions.  FSI's  interest  in the cash
distributions  and earnings of Fund I will  increase to 25% after the  investors
have  received  distributions  equal  to  their  invested  capital.  FSI is also
entitled to monthly fees for equipment management services and reimbursement for
certain accounting and administrative services it provides.

        As of March 25,  1996,  Fund I had raised  $81.3  million in equity from
third party investors.

(b)  PLM Transportation Equipment Corporation

PLM Transportation Equipment Corporation (TEC) is responsible for the selection,
negotiation  and purchase,  initial  lease and re-lease,  and sale of equipment.
This  process  includes  identification  of  prospective  lessees,  analyses  of
lessees'  credit  worthiness,  negotiation  of lease  terms,  negotiations  with
equipment  owners,  manufacturers,  or dealers for the purchase,  delivery,  and
inspection of equipment, preparation of debt offering materials, and negotiation
of loans. TEC or its wholly-owned subsidiary, TEC AcquiSub, Inc., also purchases
transportation equipment for PLM International's own portfolio and on an interim
basis, for resale to various affiliated limited partnerships at cost or to third
parties.






(c)  PLM Securities Corp.

PLM Securities  Corp. (PLM Securities)  markets the investment  programs through
unaffiliated  broker-dealers  and financial planning firms throughout the United
States.  Sales of investment programs are not made directly to the public by PLM
Securities. During 1995 and 1994, approximately 200 selected broker-dealer firms
with over 20,000 agents sold investment units in Fund I and EGF VII. Wheat First
Butcher  Singer  accounted  for 15% of  equity  sales  in 1995.  Royal  Alliance
Associates and Wheat First Butcher Singer  accounted for  approximately  13% and
11.5%, respectively, of 1994 equity sales. No other selected agent has accounted
for the sale of more than 10% of the units in these  investment  programs during
these  periods.  The  marketing of the  investment  programs is supported by PLM
Securities   representatives  who  deal  directly  with  account  executives  of
participating broker-dealers.

        During the marketing of the EGFs, PLM Securities  earned a placement fee
for the sale of investment units of which a significant portion was reallowed to
the originating broker-dealer.  Placement fees vary from program to program, but
for  EGF  VII,  PLM  Securities  received  a fee  of up  to  9% of  the  capital
contributions  to  the  partnership,  of  which  commissions  of up  to 8%  were
reallowed to the unaffiliated selling  broker-dealer,  with the difference being
retained by PLM Securities.  Fund I has a no front-end fee structure.  FSI funds
all organization  costs and placement fees associated with the Fund I program as
its investment.  Thus, 100% of syndicated  equity is invested in equipment.  The
Company's  invested funds will equal  approximately  14% of the equity raised in
the Fund I program, assuming full subscription of the $100 million registration.

        The Company raised investor equity totaling approximately $107.4 million
for its EGF VII program through April 1995 when the program closed.  The Company
has raised investor equity totaling  approximately  $81.3 million for its Fund I
program through March 25, 1996.

(d)  PLM Investment Management, Inc.

PLM Investment Management, Inc. (IMI) manages equipment owned by the Company and
by investors in the various investment  programs.  The equipment consists of the
following:  aircraft (commercial,  commuter,  and corporate);  aircraft engines;
aircraft  rotables;  railcars  and  locomotives;  tractors  (highway);  trailers
(highway and intermodal,  refrigerated, and non refrigerated); marine containers
(refrigerated  and non  refrigerated);  marine  vessels  (dry bulk  carriers and
product tankers); and mobile offshore drilling units (rigs). IMI is obligated to
invoice and collect rents,  arrange for maintenance and repair of the equipment,
pay operating  expenses,  debt service,  and certain  taxes,  determine that the
equipment is used in  accordance  with all operative  contractual  arrangements,
arrange  insurance,  correspond with program  investors,  provide or arrange for
clerical  and  administrative   services  necessary  to  the  operation  of  the
equipment, prepare quarterly and annual financial statements and tax information
materials,  and make  distributions  to investors.  IMI also monitors  equipment
regulatory requirements and compliance with investor program debt covenants.

(e)  American Finance Group, Inc.

In 1995,  the  Company  established  a new  wholly-owned  equipment  leasing and
management  subsidiary,  American Finance Group, Inc. (AFG), and entered into an
agreement to manage certain operations of Boston-based,  privately-held American
Finance Group,  L.P. (AFG, L.P.).  During 1995, the Company provided  management
services  for  investor  programs  of AFG,  L.P.  for which the  Company  earned
management fees and other revenues.  In January 1996, the agreement was modified
to exclude management of AFG, L.P.'s investor  programs.  The modified agreement
allowed the Company to assume the lease  origination  and servicing  operations,
the rights to manage a  significant  offshore  investment  program,  and certain
furniture,  computers,  and  software  of AFG,  L.P.  Going  forward,  AFG  will
originate and manage lease  transactions  on new equipment that will be financed
by a  securitization  facility  for  the  Company's  own  account  or sold to an
offshore investment program or other investors.

(f)  PLM Railcar Management Services, Inc.

PLM Railcar Management Services, Inc. (RMSI) markets and manages railcar fleets.
RMSI is also  involved in  negotiating  the purchase  and sale of railcars.  PLM
Railcar Management Services Canada,  Limited, a wholly-owned  subsidiary of RMSI
headquartered in Calgary, Alberta, Canada, provides fleet management services to
the owned and managed railcars operating in Canada.






(g)  Transportation Equipment Indemnity Company, Ltd.

Transportation  Equipment  Indemnity  Company,  Ltd.  (TEI)  is a  Bermuda-based
insurance  company  licensed to  underwrite a full range of  insurance  products
including property and casualty risk. TEI's primary objective is to minimize the
long-term  cost of insurance  coverages for all owned and managed  equipment.  A
substantial  portion  of the  risks  underwritten  by  TEI  are  reinsured  with
unaffiliated underwriters.

(h)  PLM Rental, Inc.

PLM Rental  markets  trailers  and  storage  units  owned by the Company and its
affiliated  investor  programs on short-term  leases through a network of rental
facilities.  Presently,  facilities  are  located in Atlanta,  Chicago,  Dallas,
Detroit, Indianapolis, Kansas City, Miami, Newark, Orlando, and Tampa.

        All of the above  subsidiaries  are 100% owned directly or indirectly by
PLM International.

(i)  Aeromil Holdings, Inc.

Aeromil Holdings,  Inc. (Aeromil) is 80% owned by the Company (see Note 2 to the
Financial  Statements).  Aeromil owns  several  operating  companies  engaged in
brokerage of corporate,  commuter,  and  commercial  aircraft and spare parts in
local and international markets.

(v)  Equipment Leasing Markets

Within the  equipment  leasing  industry,  there are  essentially  three leasing
markets:  the full payout lease,  short-term  rental, and the mid-term operating
lease.  The full  payout  lease,  in which  the  combined  rental  payments  are
sufficient  to cover  the  lessor's  investment  and to  provide a return on the
investment,  is the most common form of leasing. This type of lease is sometimes
referred to and  qualifies  as a finance  lease under  United  States  generally
accepted accounting  principles and is accounted for by the lessor as a purchase
of the underlying  asset. From the lessee's  perspective,  the election to enter
into a full payout lease is usually made on the basis of a lease versus purchase
analysis  which will take into  account  the  lessee's  ability  to utilize  the
depreciation tax benefits of ownership,  its liquidity and cost of capital,  and
financial reporting considerations.

        Short-term  rental lessors direct their services to a user's  short-term
equipment needs. This business requires a more extensive overhead  commitment in
the form of marketing  and  operating  personnel by the  lessor/owner.  There is
normally less than full  utilization in the lessor's  equipment  fleet as lessee
turnover  is  frequent.  Lessors  usually  charge a premium  for the  additional
flexibility  provided through short-term  rentals.  To satisfy lessee short-term
needs,  certain equipment is leased through pooling  arrangements or utilization
leases.  For lessees,  these  arrangements  can work effectively with respect to
interchangeable  equipment  such as  marine  containers,  trailers,  and  marine
vessels. From the lessor's perspective, these arrangements diversify risk.

        Operating leases for transportation equipment generally run for a period
of one to six years.  Operating  lease rates are usually higher than full payout
lease  rates,  but  lower  than  short-term   rental  rates.   From  a  lessee's
perspective,  the  advantages of a mid-term  operating  lease compared to a full
payout lease are  flexibility in its equipment  commitment and the fact that the
rental  obligation under the lease need not be capitalized on its balance sheet.
The  advantage  from the  lessee's  perspective  of a mid-term  operating  lease
compared to a short-term  rental,  apart from the lower monthly cost, is greater
control over future costs and the ability to balance equipment requirements over
a specific period of time.  Disadvantages  of the mid-term  operating lease from
the lessee's  perspective  are that the equipment may be subject to  significant
changes in lease rates for future  periods or will  generally  be required to be
returned to the lessor at the  expiration  of the initial  lease.  Disadvantages
from the lessor's  perspective of the mid-term  operating  lease (as well as the
short-term  rental)  compared  to the full  payout  lease is that the  equipment
generally  must be re-leased or sold at the expiration of the initial lease term
in order for the lessor to recover its  investment  and that  re-lease  rates or
sale prices are subject to changes in market conditions.

        PLM International,  its subsidiaries, and affiliated investment programs
lease their  equipment  primarily on mid-term  operating  leases and  short-term
rentals.  Many of its leases are net operating leases. In a net operating lease,
expenses such as insurance and maintenance are the responsibility of the lessee.
The effect of entering  into net  operating  leases is to reduce  lease rates as
compared to non-net lease rates for comparable lease terms. However, the overall
profitability  of net  operating  leases  is more  predictable  and less risk is
assumed  over time as the  lessees  absorb  maintenance  costs  which  generally
increase  as  equipment  ages.  Per diem  rental  agreements  are used mainly on
equipment in the Company's  trailer,  marine container,  and storage unit rental
operations.  Per diem  rentals  for the most part  require the Company to absorb
maintenance costs which again tend to increase as the equipment ages.

(vi) Management Programs

FSI also has sponsored  programs in which the equipment is individually owned by
the program investors.  Management  agreements,  with initial terms ranging from
three to ten years, are typically employed to provide for the management of this
equipment.  These agreements require that the Company or one of its subsidiaries
use its best  efforts  to lease  the  equipment  and to  otherwise  perform  all
managerial  functions  necessary for the operation of the  equipment,  including
arranging  for  maintenance  and  repair,  collection  of  lease  revenues,  and
disbursement of operating expenses.  Management agreements also require that the
Company correspond with program investors,  prepare financial statements and tax
information,  and make distributions to investors from available cash. Operating
revenues and expenses for equipment  under  management  agreements are generally
pooled in each program and shared pro rata by the participants.  Management fees
are generally  received by IMI for these  services based on a flat fee per month
per unit of equipment.

(vii)            Lessees

Lessees of equipment  range from Fortune 500 companies to small,  privately-held
corporations and entities. All (i) equipment acquisitions, (ii) equipment sales,
and (iii) lease renewals  relating to equipment having an original cost basis in
excess of $1.0  million  must be approved by a credit  committee  consisting  of
senior  executives  of PLM  International.  PLM Rental,  which leases  equipment
primarily on short-term rentals,  follows guidelines set by the credit committee
in  determining  the credit  worthiness  of its  respective  lessees.  Deposits,
prepaid  rents,  corporate  and personal  guarantees,  and letters of credit are
utilized,  when necessary,  to provide credit support for lessees which alone do
not have a financial condition  satisfactory to the credit committee.  No single
lessee of the  Company's  equipment  accounted for more than 10% of revenues for
the year ended December 31, 1995.

(viii) Competition

In  the  distribution  of  investment  programs,   FSI  competes  with  numerous
organizations engaged in limited partnership  syndications.  While management of
the Company  does not believe  that any one sponsor  dominates  the  offering of
similar investment programs, there are other sponsors of such programs which may
have  greater  assets and  financial  resources,  the  ability to borrow on more
favorable  terms, or other  significant  competitive  advantages.  The principal
competitive  factors in the organization and distribution of investment programs
are: the ability to reach investors through an experienced  marketing force, the
performance of prior investment programs, the particular terms of the investment
program,  and the  development  of a client base  willing to  consider  periodic
investments in such programs.  Competition for investors' funds also exists from
other  financial   instruments  and  intermediaries  such  as:  certificates  of
deposits,  money market funds, stocks,  bonds, mutual funds,  investment trusts,
real estate, brokerage houses, banks, and insurance companies. FSI believes that
the  structure  of its current  Fund I program  permits it to compete with other
equipment leasing programs as well as with oil and gas and real estate programs.
FSI's  investment  programs  compete  directly with numerous  other entities for
equipment acquisition and leasing opportunities and for debt financing. In 1995,
$77.5 million was invested in the Company's equity programs ranking the Company,
on a capital  raised  basis,  as the number  two  syndicator  of  transportation
equipment leasing programs.  In 1994, the $55.2 million invested in EGF VII also
ranked the  Company as the number two  syndicator  of  transportation  equipment
leasing programs. The $92.5 million invested in the Company's publicly-sponsored
equity  programs  in 1993  ranked the  Company as the number one  syndicator  of
equipment leasing programs that year.

         In  connection   with   operating   leases,   the  Company   encounters
considerable  competition  from  lessors  offering  full  payout  leases  on new
equipment.  In comparing lease terms for the same equipment,  full payout leases
provide  longer lease  periods and lower  monthly rent than the Company  offers.
However,  lower lease rates can  generally be offered for used  equipment  under
operating  leases  than can be  offered on similar  new  equipment  under a full
payout lease.  The shorter length of operating leases also provides lessees with
flexibility in their equipment and capital commitments.

         The  Company  also  competes  with  equipment  manufacturers  who offer
operating  leases and full payout leases.  Manufacturers  may provide  ancillary
services which the Company cannot offer such as specialized maintenance services
(including possible substitution of equipment),  warranty services, spare parts,
training, and trade-in privileges.

         The  Company  competes  with  many  equipment  lessors,  including  ACF
Industries, Inc. (Shippers Car Line Division), General Electric Railcar Services
Corporation,  Greenbrier Leasing Company, Polaris Aircraft Leasing Corp., G.P.A.
Group Plc., GATX Corporation,  and certain limited  partnerships,  some of which
engage in syndications and lease the same type of equipment.

(ix) Government Regulations

PLM Securities is registered with the Securities and Exchange  Commission  (SEC)
as a  broker-dealer.  As  such,  it is  subject  to  supervision  by the SEC and
securities  authorities  in each  state.  In  addition,  it is a  member  of the
National Association of Securities Dealers, Inc. and is subject to that entity's
rules and  regulations.  These  rules and  regulations  govern  such  matters as
program  structure,  sales  methods,  net capital  requirements,  record-keeping
requirements, trade practices among broker-dealers, and dealings with investors.

         Sales of investment  programs  must be made in compliance  with various
complex federal and state securities laws.  Failure to comply with provisions of
these laws, even though inadvertent,  could result in investors having rights of
rescission or claims for damages.

         The  transportation  industry,  in which the majority of the  equipment
owned and  managed by the  Company  operates,  has been  subject to  substantial
regulation  by  various  federal,   state,   local,  and  foreign   governmental
authorities.  For example the Airport  Noise and Capacity Act of 1990  generally
prohibits the  operation of  commercial  jets which do not comply with stage III
noise  level  restrictions  at  United  States  airports  after  December  1999.
Enactments  like this could affect the performance of aircraft owned and managed
by the Company. It is not possible to predict the positive or negative effect of
future regulatory changes in the transportation industry.

(x)  Employees

As of March 25, 1996, the Company and its subsidiaries  had 182 employees.  None
of the Company's  employees are subject to collective  bargaining  arrangements.
The Company believes employee relations are good.






                                    PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

As of the date of this  report  the  directors  and  executive  officers  of PLM
International (and key executive officers of its subsidiaries) are as follows:



Name                                   Age    Position
- -------------------------------------- ------ ------------------------------------------------------------------------------

                                                                                                               
J. Alec Merriam.....................   60     Director, Chairman of the Board, PLM International, Inc.; Director, PLM
                                              Financial Services, Inc.
Allen V. Hirsch.....................   42     Director, Vice Chairman of the Board, Executive Vice President, PLM
                                              International, Inc.; Director and President, PLM Financial Services, Inc.;
                                              President, PLM Securities Corp.
Walter E. Hoadley...................   79     Director, PLM International, Inc.
Robert L. Pagel.....................   59     Director, Chairman of the Executive Committee, PLM International, Inc.;
                                              Director, PLM Financial Services, Inc.
Harold R. Somerset..................   61     Director, PLM International, Inc.
Robert N. Tidball...................   57     Director, President and Chief Executive Officer, PLM International, Inc.
J. Michael Allgood..................   47     Vice President of Finance and Chief Financial Officer, PLM International,
                                              Inc. and PLM Financial Services, Inc.
Robin L. Austin.....................   49     Vice President, Human Resources, PLM International, Inc.; Vice President,
                                              PLM Financial Services, Inc.
Stephen M. Bess.....................   49     President, PLM Investment Management, Inc.; Vice President, PLM Financial
                                              Services, Inc.
David J. Davis......................   39     Vice President and Corporate Controller, PLM International, Inc.
Douglas P. Goodrich.................   49     Senior Vice President, PLM International, Inc. and PLM Transportation
                                              Equipment Corporation
Steven O. Layne.....................   41     Vice President and General Manager, Air Group, PLM Transportation Equipment
                                              Corporation
Stephen Peary.......................   47     Senior Vice President, Secretary and General Counsel, PLM International,
                                              Inc., PLM Financial Services, Inc.; Vice President, PLM Investment
                                              Management, Inc., PLM Transportation Equipment Corporation and PLM
                                              Securities Corp.



         J. Alec Merriam was appointed Chairman of the Board of Directors of PLM
International  in September  1990,  having served as a director  since  February
1988. In October 1988 he became a member of the Executive Committee of the Board
of Directors of PLM  International.  From 1972 to 1988 Mr. Merriam was Executive
Vice President and Chief Financial  Officer of Crowley Maritime  Corporation,  a
San Francisco area-based company engaged in maritime shipping and transportation
services.  Previously,  he  was  Chairman  of the  Board  and  Treasurer  of LOA
Corporation of Omaha,  Nebraska,  and served in various financial positions with
Northern Natural Gas Company, also of Omaha.

         Allen V. Hirsch became Vice Chairman of the Board and a Director of PLM
International  in  April  1989.  He  is  an  Executive  Vice  President  of  PLM
International  and  President of PLM  Securities  Corp.  Mr.  Hirsch  became the
President of PLM Financial  Services,  Inc. in January 1986 and President of PLM
Investment  Management,  Inc. and PLM  Transportation  Equipment  Corporation in
August 1985, having served as a Vice President of PLM Financial  Services,  Inc.
and Senior Vice President of PLM Transportation  Equipment Corporation beginning
in  August  1984,  and  as a Vice  President  of  PLM  Transportation  Equipment
Corporation beginning in July 1982 and of PLM Securities Corp. from July 1982 to
October 1, 1987. He joined PLM, Inc. in July 1981, as Assistant to the Chairman.
Prior to joining PLM, Inc.,  Mr. Hirsch was a Research  Associate at the Harvard
Business  School.  From January 1977 through  September  1978,  Mr. Hirsch was a
consultant with the Booz, Allen and Hamilton Transportation Consulting Division,
leaving   that   employment   to  obtain  his   master's   degree  in   business
administration.

         Dr. Walter E. Hoadley joined PLM International's Board of Directors and
its Executive Committee in September, 1989. He served as a Director of PLM, Inc.
from  November  1982 to June 1984 and PLM  Companies,  Inc. from October 1985 to
February  1988.  Dr.  Hoadley  has been a Senior  Research  Fellow at the Hoover
Institute  since 1981. He was Executive Vice  President and Chief  Economist for
the Bank of America from 1968 to 1981 and  Chairman of the Federal  Reserve Bank
of  Philadelphia  from  1962 to  1966.  Dr.  Hoadley  served  as a  Director  of
Transcisco Industries, Inc. from February 1988 until August 1995.

         Robert L. Pagel was appointed  Chairman of the  Executive  Committee of
the Board of Directors of PLM  International in September 1990, having served as
a  director  since  February  1988.  In  October  1988 he became a member of the
Executive  Committee of the Board of Directors of PLM  International.  From June
1990 to April 1991 Mr. Pagel was President and Co-Chief Executive Officer of The
Diana Corporation,  a holding company traded on the New York Stock Exchange.  He
is the former President and Chief Executive Officer of FanFair Corporation which
specializes  in sports fan's gift shops.  He previously  served as President and
Chief  Executive  Officer of Super Sky  International,  Inc., a publicly  traded
company,  located in Mequon,  Wisconsin,  engaged in the manufacture of skylight
systems.  He was formerly Chairman and Chief Executive Officer of Blunt, Ellis &
Loewi,  Inc., a Milwaukee based  investment  firm. Mr. Pagel retired from Blunt,
Ellis & Loewi in 1985  after a career  spanning  20 years in all  phases  of the
brokerage  and financial  industries.  Mr. Pagel has also served on the Board of
Governors of the Midwest Stock Exchange.

         Harold R.  Somerset  was  appointed  to the Board of  Directors  of PLM
International  in July 1994.  From February 1988 to December 1993, Mr.  Somerset
was  President  and Chief  Executive  officer of  California  &  Hawaiian  Sugar
Corporation,  a recently  acquired  subsidiary  of  Alexander  &  Baldwin,  Inc.
("C&H").  Mr.  Somerset joined C&H in 1984 as Executive Vice President and Chief
Operating  Officer,  having  served  on its Board of  Directors  since  1978,  a
position in which he continues to serve.  Between  1972 and 1984,  Mr.  Somerset
served in various  capacities  with Alexander & Baldwin,  Inc., a  publicly-held
land and  agriculture  company  headquartered  in  Honolulu,  Hawaii,  including
Executive Vice President Agriculture and Vice President and General Counsel. Mr.
Somerset also serves on the board of directors  for various other  companies and
organizations.

         Robert N. Tidball was appointed  President and Chief Executive  Officer
of PLM  International  in March  1989.  At the time of his  appointment,  he was
Executive Vice President of PLM International.  Mr. Tidball became a director of
PLM  International in April 1989 and a member of the Executive  Committee of the
Board of  Directors of PLM  International  in September  1990.  Mr.  Tidball was
Executive Vice President of Hunter Keith, Inc., a  Minneapolis-based  investment
banking firm, from March 1984 to January 1986.  Prior to Hunter Keith,  Inc., he
was Vice  President  &  General  Manager  and  Director  of North  American  Car
Corporation,  and Director of the  American  Railcar  Institute  and the Railway
Supply Association.

         J. Michael  Allgood was appointed  Vice  President of Finance and Chief
Financial  Officer of PLM  International in October 1992.  Between July 1991 and
October 1992, Mr. Allgood was a consultant to various  private and public sector
companies  and  institutions   specializing  in  financial  operational  systems
development. In October 1987, Mr. Allgood cofounded Electra Aviation Limited and
its holding company,  Aviation Holdings Plc of London,  where he served as Chief
Financial  Officer  until July 1991.  Between  June 1981 and October  1987,  Mr.
Allgood  served as a First Vice President  with American  Express Bank,  Ltd. In
February 1978, Mr. Allgood founded and until June 1981,  served as a director of
Trade Projects  International/Philadelphia  Overseas  Finance  Company,  a joint
venture with  Philadelphia  National Bank. From March 1975 to February 1978, Mr.
Allgood served in various capacities with Citibank, N.A.

         Robin  L.   Austin  is  Vice   President,   Human   Resources   of  PLM
International.  Ms.  Austin  became  Vice  President,  Human  Resources  of  PLM
Financial  Services,  Inc. in February 1984, having served in various capacities
with PLM Investment  Management,  Inc., including Director of Operations,  since
February  1980.  From June 1970 to September  1978,  Ms. Austin served on active
duty in the United States Marine Corps. She is currently a Colonel in the United
States  Marine Corps  Reserves.  Ms. Austin serves on the board of directors for
two nonprofit  organizations,  the Marine  Memorial  Club and the  International
Diplomacy Council.

         Stephen M. Bess was appointed  President of PLM Investment  Management,
Inc. in August 1989,  having served as Senior Vice  President of PLM  Investment
Management,  Inc. beginning in February 1984 and as Corporate  Controller of PLM
Financial Services, Inc. beginning in October 1983. Mr. Bess served as Corporate
Controller  of PLM,  Inc.,  beginning  in  December  1982.  Mr.  Bess  was  Vice
President-Controller  of Trans Ocean Leasing  Corporation,  a container  leasing
company, from November 1978 to November 1982, and Group Finance Manager with the
Field Operations  Group of Memorex Corp., a manufacturer of computer  peripheral
equipment, from October 1975 to November 1978.

         David J. Davis was  appointed  Vice  President  and  Controller  of PLM
International  in January 1994.  From March 1993 through January 1994, Mr. Davis
was engaged as a consultant  for various  firms,  including  PLM  International.
Prior to that Mr. Davis was Chief Financial Officer of LB Credit  Corporation in
San  Francisco  from July 1991 to March 1993.  From April 1989 to May 1991,  Mr.
Davis  was Vice  President  and  Controller  for ITEL  Containers  International
Corporation which was located in San Francisco. Between May 1978 and April 1989,
Mr. Davis held various  positions  with  Transamerica  Leasing Inc. in New York,
including that of Assistant Controller for its rail leasing division.

         Douglas  P.  Goodrich  was  appointed  Senior  Vice  President  of  PLM
International  in March 1994. Mr.  Goodrich was appointed Vice  President,  Rail
Group, of PLM Transportation  Equipment  Corporation in July 1989, and President
of PLM Railcar Management Services,  Inc. in September 1992. Mr. Goodrich was an
Executive Vice President of G.I.C. Financial Services Corporation,  a subsidiary
of  Guardian  Industries  Corp.  of  Chicago,  Illinois  from  December  1980 to
September 1985.

         Steven O. Layne was appointed Vice President and General  Manager,  Air
Group, PLM Transportation  Equipment Corporation in November 1992. Mr. Layne was
its Vice  President,  Commuter and  Corporate  Aircraft  beginning in July 1990.
Previously, Mr. Layne was the Director, Commercial Marketing for Bromon Aircraft
Corporation,  a joint venture of General Electric Corporation and the Government
Development  Bank of Puerto Rico.  Mr. Layne is a Major in the United States Air
Force Reserves and Senior Pilot with 13 years of accumulated service.

         Stephen  Peary was  appointed  Senior  Vice  President,  Secretary  and
General  Counsel of PLM  International  in March 1994.  Mr. Peary served as Vice
President,  Secretary  and General  Counsel of PLM  International  beginning  in
February  1988.  Mr.  Peary  was  Assistant  General  Counsel  of PLM  Financial
Services, Inc. from August 1987 through January 1988. Previously,  Mr. Peary was
engaged in the private practice of law in San Francisco. Mr. Peary is a graduate
of the  University of Illinois,  Georgetown  University  Law Center,  and Boston
University (Masters of Taxation Program).

ITEM 11.          EXECUTIVE COMPENSATION

The  following  table sets forth for the fiscal  years ended  December 31, 1995,
1994, and 1993, a summary of  compensation  awarded to, earned by or paid to the
Company's  Chief  Executive  Officer  and each of its  four  other  most  highly
compensated  executive officers  (together,  the "named executive  officers") at
December 31, 1995:






SUMMARY COMPENSATION TABLE



               Name                                                        Securities
               and                                                         Underlying
            Principal                      Salary<F1>     Bonus<F2>         Options/         All Other
             Position            Year         ($)            ($)            SARS (#)      Compensation<F3>
  -----------------------------------------------------------------------------------------------------------

                                                                                         
  Robert N. Tidball              1995         $300,000      $203,054                --                $3,306
                                 ----
  President, Chief               1994          268,333       225,000            20,000               105,716
                                 ----
  Executive Officer              1993          260,000       100,000                --                15,237
                                 ----

  Allen V. Hirsch                1995          230,000       207,987                --                 1,380
                                 ----
  Executive Vice President       1994          228,333       100,000            10,000                90,559
                                 ----
  and Director                   1993          220,000       100,000                --                12,956
                                 ----

  Douglas P. Goodrich            1995          188,333       239,910                --                 1,779
                                 ----
  Senior Vice President          1994          170,833        60,000            10,000                61,211
                                 ----
                                 1993          125,000        35,000                --                 9,133
                                 ----

  Stephen Peary                  1995          176,667       103,054                --                 1,779
                                 ----
  Senior Vice President          1994          158,333       100,000            10,000                65,129
                                 ----
  and Secretary                  1993          150,000        50,000                --                 9,532
                                 ----

  J. Michael Allgood             1995          162,615        78,054                --                 1,726
                                 ----
  Chief Financial Officer        1994          140,231        60,000            10,000                 7,041
                                 ----
  and Vice President             1993          130,000        20,000                --                 1,008
                                 ----
- --------------------------------
<FN>

<F1> Amounts shown do not include the cost to the Company of personal  benefits,
     the value of which did not exceed 10 percent  of the  aggregate  salary and
     bonus compensation for each named executive officer.

<F2> Bonus  compensation  reflects amount earned in designated year, but paid in
     the immediate  subsequent year;  provided,  however, the bonus compensation
     reflects for each named Executive Officer a bonus of $3,054 paid in 1995 to
     replace Company  matching  program delayed until 1996 by the termination of
     the Company's 401(k) plan,  effective  December 31, 1994. Every employee of
     the  Company  employed  throughout  1995  received  the same  $3,054  bonus
     compensation.  Mr.  Hirsch,  as  President  of  the  Company's  syndication
     subsidiary,  is no longer a participant in the Company's bonus compensation
     plan. Mr. Hirsch now participates in a quarterly  commission incentive plan
     based on the amount of syndicated  equity  raised by the Company.  In 1995,
     Mr.  Hirsch  received  commission   compensation  equal  to  $204,933.  Mr.
     Goodrich,  as Senior Vice President of the Company's equipment  acquisition
     subsidiary, has had his bonus compensation restructured to add a commission
     incentive plan based on the amount of equipment  transactions closed during
     a fiscal quarter.  In 1995, Mr. Goodrich received  commission  compensation
     equal to $206,856.

<F3>  Includes the following compensation:


                          Fair market value
                                 of
                            Common Stock                         Cash balances        Company paid
                          allocated to ESOP                     distributed from    premiums for term
                              accounts                           ESOP accounts       life insurance
                         --------------------                  ------------------- --------------------
                            1994     1993                        1995      1994     1995   1994  1993
                            ----     ----                        ----      ----     ----   ----  ----

  Robert N. Tidball         $78,469  $14,576                       $816   $26,700  $2,490   $547  $661
  Allen V. Hirsch            67,098   12,285                        816    22,914     564    547   661
  Douglas P. Goodrich        45,167    8,472                        816    15,497     963    547   661
  Stephen Peary              48,072    8,871                        816    16,510     963    547   661
  J. Michael Allgood          4,536      347                        763     1,958     963    547   661

  Total fair market                              Total cash
  value of                                        balances
  Common Stock allocated                      distributed from
                                                     all
  to all ESOP accounts:  $4,847,085 $641,914   ESOP accounts:   $43,699  $589,517

</FN>









Fair market value of shares  allocated to ESOP  accounts  was  determined  using
     closing price of the Company's  Common Stock on January 18, 1995 ($2.9375),
     the date all ESOP account balances were  distributed to ESOP  participants.
     Amounts reported in this column for 1993 for named  individuals in the 1993
     proxy statement consisted of the fair market value of ESOP allocations made
     to individual accounts determined using appraised fair market value of ESOP
     preferred  stock at  December  31 of  applicable  year,  plus the  value of
     Company paid premiums for term life insurance.

STOCK OPTION GRANTS IN 1995

There  were no grants  or  exercises  of  options  to or by any named  executive
officer in 1995. The following  table sets forth certain  information,  based on
market value of the Company's Common Stock on December 31, 1995, with respect to
stock options held by each of the named executive officers as of such date:

FISCAL YEAR END OPTION VALUES



- --------------------------------- ------------------------------- ------------------------------
                                       Number of Securities
                                            Underlying                Value of Unexercised
                                           Unexercised                    In-the-Money
                                            Options at                     Options at
                                        December 31, 1995               December 31, 1995

                                           Exercisable/                   Exercisable/
              Name                        Unexercisable                 Unexercisable<F1>
- --------------------------------- ------------------------------- ------------------------------
                                                                            
Robert N. Tidball                         136,666/13,334                 $232,083/$9,167
Allen V. Hirsch                           118,333/6,667                  $203,541/$4,584
Douglas P. Goodrich                        23,333/6,667                  $37,291/$4,584
Stephen Peary                              33,333/6,667                  $54,791/$4,584
J. Michael Allgood                         23,333/6,667                  $37,291/$4,584
- ------------------------------------
<FN>

<F1> Options granted in 1992 have an exercise price of $2.00. Options granted in
     1994 have an exercise  price of $3.0625.  Market  value of Common  Stock at
     December 31, 1995 close $3.75 per share.
</FN>


EMPLOYMENT AGREEMENTS WITH EXECUTIVE OFFICERS

The Company has entered into Employment  Agreements (the Employment  Agreements)
with the  Chief  Executive  Officer,  each of its  four  other  named  executive
officers and others (each a Contract  Employee).  The Employment  Agreements are
designed to encourage  Contract Employees to remain in the employ of the Company
and to reinforce their continued attention and dedication to their duties in the
event of an  unsolicited  attempt  to take  over  control  of the  Company.  The
Employment  Agreements  have terms of one,  two or three  years from the date on
which they were entered (the Original Term) and are  automatically  extended one
additional year on each succeeding anniversary thereof unless earlier terminated
by the Company or the employee.  Each Employment  Agreement contains  provisions
governing salary, bonus and participation in Company benefit plans, and provides
in certain events for payments to the Contract  Employee upon termination of his
or her  employment  with the Company.  In addition,  each  Employment  Agreement
includes a covenant not to solicit the Company's  customers or otherwise compete
against the Company for a period of time after termination of employment.

         If, after a change in control occurs, the Company terminates a Contract
Employee  other  than  for  cause  or if  the  employee  terminates  his  or her
employment for good reason (including,  without limitation, any demonstrable and
material diminution of the compensation, duties, responsibilities,  authority or
powers of the  Contract  Employee),  then the  Company  is  required  to pay the
Contract  Employee the sum of (i) the employee's  annual base  compensation rate
then in effect  multiplied  by the number of years in the  Original  Term (up to
2.99  years),  (ii) an amount  equal to the  greater of the amount  paid  and/or
payable to or due the Contract  Employee under the Company's  bonus or incentive
plans (a) for the  Company's  fiscal year prior to the fiscal year of any change
in control or (b) for the immediately  preceding fiscal year,  multiplied by the
number of years in the Original Term (up to 2.99 years) and (iii) all other cash
benefits due the Contract Employee.

         In addition,  if following a change in control,  the Contract  Employee
terminates  his or her  employment for good reason all options to purchase stock
of the Company granted to such Contract Employee immediately become fully vested
and any restrictions on the exercise of such options lapse.

         For  purposes  of the  Employment  Agreements,  a change in  control is
defined to include,  among other  things,  (i) any Person  acquiring  Beneficial
Ownership  (as  defined  in the  Employment  Agreements)  of 36% or  more of the
combined voting power of the Company's  securities,  (ii) any Person who did not
have  Beneficial  Ownership of 5% or more of the voting  power of the  Company's
securities  on the date the  Employment  Agreement  was entered  into  acquiring
Beneficial  Ownership of more than 15% of such voting power or (iii) a change in
the  Board of  Directors  of the  Company  due to proxy  solicitations  or other
actions to  influence  voting at a meeting of  stockholders  of the Company by a
Person who has  Beneficial  Ownership  of 5% or more of the voting  power of the
Company,  and which causes the Continuing  Directors (as defined below) to cease
to be a majority  of the Board of  Directors,  unless  such  event(s)  have been
approved by a majority of the Continuing Directors.

         "Continuing Directors" are (a) those who were directors on the date the
Employment  Agreement was entered,  (b) those who were  appointed or recommended
for  election by a majority  of those who were  directors  on such date,  or (c)
those  who were  appointed  or  recommended  by a  majority  of those  directors
described in (a) and (b) above.

         The Employment  Agreements  are  structured so that no excess  payments
within  the  meaning of  Section  280G of the Code will be made to any  Contract
Employee pursuant to the Employment Agreements.  If a change in control occurred
on the date hereof and the employment of the Contract  Employees was immediately
terminated without cause, based on certain  assumptions,  the following would be
the present value of  post-employment  compensation  benefits provided under the
Employment  Agreements to the following named executive  officers:  Mr. Tidball,
$1,504,131;  Mr.  Hirsch,  $1,309,578;  Mr.  Goodrich,  $1,280,447;  Mr.  Peary,
$836,366; and Mr. Allgood, $719,600.






PENSION BENEFITS

The following  table sets forth certain  information  regarding  annual benefits
payable in specified compensation and years of service classifications under the
Company's nonqualified supplemental retirement income plan:



         Average Annual                                  Credited Years of Service<F3>
                                      -------------------------------------------------------------------
          Compensation                                   Annual Payout to be Received
          During Last                                       in Each of Five Years
         Five Years of                                Following later of Termination of
        Employment<F1><F2>                            Employment or Attainment of Age 60
  -------------------------------------------------------------------------------------------------------
                                            5                           10                          15
                                            -                           --                          --

                                                                                               
           $    60,000                  $   15,000                   $   30,000                  $   45,000

               100,000                      25,000                       50,000                      75,000

               140,000                      35,000                       70,000                     105,000

               180,000                      45,000                       90,000                     135,000

               220,000                      55,000                      110,000                     165,000

               260,000                      65,000                      130,000                     195,000

               300,000                      75,000                      150,000                     225,000

               400,000                     100,000                      200,000                     300,000
- ---------------------------------
<FN>
<F1> The Company's  shareholder-approved  nonqualified  supplemental  retirement
     income  plan  provides  that  an  executive  participating  in the  plan is
     generally  entitled to receive for a period of 60 months,  commencing  upon
     the later of attainment of age 60 or termination  of employment,  an amount
     equal to the product of (i) 5%, (ii) number of years of employment with PLM
     International, its affiliates or predecessors (up to a maximum of 15 years)
     and  (iii)  average  monthly  base  compensation  during  the  most  recent
     consecutive  months of employment (not to exceed 60) preceding  termination
     of employment.  Obligations  under the plan are funded by general corporate
     funds and insurance policies on the lives of the participants. For purposes
     of computing benefits under the plan,  compensation  includes only salaries
     and wages and does not include directors' fees or bonuses. Benefits payable
     are not  subject to any  deduction  for  social  security  or other  offset
     amounts.  The annual base  compensation  60-month  averages at December 31,
     1995 for the named executive officers equaled: Mr. Tidball,  $245,667;  Mr.
     Hirsch,  $201,833;  Mr. Goodrich,  $144,475;  Mr. Peary,  $147,333; and Mr.
     Allgood, $117,777.

<F2> Benefits under the plan generally vest over a five-year period.  Vesting is
     accelerated  immediately to 100% in the event of a change in control of the
     Company.  The Board of Directors has  discretion to accelerate the date for
     making payments under the plan in the event of a change in control.

<F3> Years of credited  service for named executive  officers who participate in
     the plan are as follows:

                                Years
  Robert N. Tidball              10
  Allen V. Hirsch                14
  Douglas P. Goodrich             8
  Stephen Peary                   8
  J. Michael Allgood              3

</FN>






COMPENSATION COMMITTEE REPORT<F1>

The  Compensation  Committee  of the  Board  of  Directors  (the  Committee)  is
responsible  for  advising  and  recommending  to the Board of  Directors of the
Company policies  governing  employee  compensation  and the Company's  employee
benefit  plans,  including its 1988  Management  Stock  Compensation  Plan,  and
determining the  compensation of the Company's  executive  officers,  subject to
review by the  disinterested  members of the Board of  Directors.  The Committee
evaluates the performance of management and determines  compensation polices and
levels.  The  disinterested  members  of  the  Board  of  Directors  review  the
Committee's recommendations regarding the compensation of executive officers.

         The Company's executive  compensation  programs are designed to attract
and  retain  executives  capable  of leading  the  Company to meet its  business
objectives   and  motivate  them  to  enhance   long-term   shareholder   value.
Compensation for the Company's  executive  officers consists of both fixed (base
salary) and variable (incentive)  compensation  elements.  Variable compensation
consists of annual cash  incentives and stock option grants.  These elements are
designed  to  operate  on  an  integrated  basis  and  together  comprise  total
compensation value.

         It is the  Compensation  Committee's  belief that none of the Company's
executive  officers will be affected by the  provisions of Section 162(m) of the
Code which limits the  deductibility of certain  executive  compensation  during
1995.  Therefore,  the Committee has not adopted a policy as to compliance  with
the requirements of Section 162(m) of the Code.

Base Salary

Base salary  levels of the  Company's  key  executives  are  largely  determined
through  comparison  with  comparable  companies in the San  Francisco Bay Area.
Salary information about comparable companies is reviewed by reference to public
disclosures and published surveys. In addition,  the Committee from time to time
obtains  information  about comparable  salary levels from outside  compensation
consultants.

         The companies  included in the salary comparisons are generally not the
same as the  companies  included  in the  index in the stock  performance  graph
included in this Proxy Statement. The Committee believes that the Company's most
direct  competitors  for executive  talent in the San Francisco Bay Area are not
necessarily  the same companies to which the Company would be compared for stock
performance purposes.

         In 1994,  the Company  engaged the services of a national  compensation
consultant  to advise on the overall  compensation  of the CEO and the Company's
Executive Vice President (EVP). Findings of the report submitted to the Board of
Directors   were  that  the  base  salaries  and  level  of  actual  total  cash
compensation  for  both the CEO and EVP  appear  reasonable  and do not  require
adjustment.  The  consultant did suggest,  which  suggestion was approved by the
Committee  as well as the Board of  Directors,  that after a threshold  level is
met, the EVP should have an uncapped override or commission on the production of
syndication   sales  for  which  the  EVP  is  responsible.   See  "Annual  Cash
Incentives," below.

         For fiscal 1994,  base  salaries of the  Company's  executive  officers
(other  than the  President  and  Chief  Executive  Officer  (CEO))  were set to
approximate  the 75th  percentile of the survey data. The base salary of the CEO
was set to approximate the 50th percentile of the survey data.

Annual Cash Incentives

The  annual  cash  incentive  is  designed  to provide a  short-term  (one-year)
incentive to executive  officers.  Generally,  the cash incentive is paid from a
single bonus pool established by the Compensation  Committee at the beginning of
each year based on a targeted level of profitability.  The Committee retains the
right to  increase  or  decrease  the size of the bonus  pool  during  the year.
Payment of cash  incentives  is not  contingent  on the  Company's  meeting  the
targeted level of profitability, which level was met during 1995.



<F1> The  material in this report is not  "soliciting  material,"  is not deemed
     filed  with  the  Securities  and  Exchange  Commission,  and  is not to be
     incorporated by reference in any filing of the Company under the Securities
     Act of 1933,  as  amended,  or the  Securities  Exchange  Act of  1934,  as
     amended.




         Incentive awards for the Company's key executives  participating in the
single  bonus  pool  (other  than  the  CEO) are  based  on the  achievement  of
predetermined  individual  performance goals. Specific individual goals for each
executive are  established  at the beginning of the year by the CEO and are tied
to the  functional  responsibilities  of each  executive.  Individual  goals may
include objective and subjective  factors,  such as improving the performance of
assets managed by the executive, successful acquisitions or sales, management of
operating  expenses,  development of leadership skills and personal training and
education.  No specific weights are assigned to the individual  goals. In fiscal
1995, certain of the individual  performance targets were met. In 1995, both Mr.
Hirsch and Mr.  Goodrich  were  removed from  participation  in the single bonus
pool.  Company  profitability is directly  influenced by the level of syndicated
equity raised and the volume of transportation equipment transactions closed for
the Company's  affiliated  investment  programs.  Mr.  Hirsch,  as to syndicated
equity, and Mr. Goodrich, as to equipment  transactions,  have direct functional
responsibilities for these two areas. Their incentive commission compensation is
now measured as a percentage of predetermined  individual  performance  goals in
these respective areas of responsibility.  The Summary Compensation Table shows,
under the caption "Bonus," incentive awards for the named executive officers for
1995.

         In  establishing  the annual cash  incentive for the CEO, the Committee
considers the  performance of the Company and the CEO,  including his leadership
and effectiveness in dealing with major corporation  problems and opportunities.
While overall corporate performance, including stock price performance, is taken
into  account,  the  incentive  award for the CEO is primarily  determined  by a
subjective account of his individual performance. The Summary Compensation Table
shows, under the caption "Bonus," the incentive award for the CEO in 1995.

Stock Options

Stock options are designed to provide  long-term  incentives and rewards tied to
the price of the Company's  Common Stock.  Given the  fluctuations  of the stock
market,  stock  price  performance  and  financial  performance  are not  always
consistent.  The Committee  believes that stock options,  which provide value to
participants  only when the  Company's  shareholders  benefit  from stock  price
appreciation,  are an important  component  of the  Company's  annual  executive
compensation  program.  There  were no grant of options  to  executive  officers
during 1995.  Options to acquire  10,000  shares of common stock were granted in
1995 to an employee who heads the Company's  Canadian  railcar  operations.  All
outstanding  employee  options  expire on March 31, 1998. The table "Fiscal Year
End  Option  Values"  identifies  all  options  granted  to the named  executive
officers, including the CEO.


              J. ALEC MERRIAM                    ROBERT L. PAGEL



                    The Members of the Compensation Committee






ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table shows the  beneficial  ownership of shares of the
Company's Common Stock by each  stockholder  known to be the beneficial owner of
more than 5% of the outstanding Common Stock as of the date of this report.



                                                  Number of
                                                  Shares of        Percent of
  Name and Address                               Common Stock        Common
  of Beneficial Owner                                               Stock<F1>
  ------------------------------------------------------------------------------


                                                                
  HPB Associates, L.P.<F2>                         960,000            8.9
  888 Seventh Avenue
  New York, NY 10106


- --------------------------
<FN>
   <F1>  Computed on the basis of 10,805,861 shares of Common Stock outstanding.

   <F2>   Schedule 13D filed on October 21, 1994 indicating beneficial ownership
          of 960,000  shares of Common  Stock.  Shares  acquired in October 1994
          from Official  Bondholders  Committee of Transcisco  Industries,  Inc.
          (OBC) in a transaction in which the Company repurchased 922,367 common
          shares and other  institutions  and  individuals  acquired  beneficial
          ownership of 1,485,000  common  shares.  In December 1995, the Company
          repurchased  630,700 shares of the 1,485,000 common shares acquired by
          other institutions.

</FN>






          The  following  table  shows the amount and  percent of the  Company's
outstanding  Common Stock  beneficially owned by each of its directors and named
executive officers (as hereinafter defined),  and by all directors and executive
officers as a group, as of the date of this report.



                                             Number of
                                             Shares of      Percent of
                                            Common Stock      Common
  Name and Address                                           Stock<F1>
  of Beneficial Owner
  ----------------------------------------------------------------------

                                                              
  Allen V. Hirsch<F2>.......................     192,095            1.7
  Walter E. Hoadley<F3>.....................      41,000              *
  J. Alec Merriam<F4>.......................     120,696            1.1
  Robert L. Pagel<F5>.......................      60,000              *
  Harold R. Somerset<F6>....................      26,000              *
  Robert N. Tidball<F7>.....................     235,438            2.1
  J. Michael Allgood<F8>....................      36,643              *
  Douglas P. Goodrich<F9>...................      72,823              *
  Stephen Peary<F10>........................      89,426              *
  All directors and executive officers as a
  group (14 people)<F11>....................     988,546            8.7
- ------------------
* Represents less than 1% of the outstanding shares.
<FN>
<F1>   Computed on the basis of  10,805,861  shares of Common Stock  outstanding
       plus, in the case of any person deemed to own shares of Common Stock as a
       result of owning options to purchase such securities  exercisable  within
       60 days of the date of this report, the additional shares of Common Stock
       which would be outstanding upon exercise by such person.

<F2>   Includes  125,000  shares of Common  Stock which may be  purchased by Mr.
       Hirsch upon exercise of options.

<F3>   Includes  40,000  shares of Common  Stock which may be  purchased  by Dr.
       Hoadley upon exercise of options.

<F4>   Includes  40,000  shares of Common  Stock which may be  purchased  by Mr.
       Merriam upon exercise of options.

<F5>   Represents  40,000  shares of Common  Stock which may be purchased by Mr.
       Pagel upon exercise of options.

<F6>   Includes  20,000  shares of Commons  Stock which may be  purchased by Mr.
       Somerset upon exercise of options.

<F7>   Includes  150,000  shares of Common  Stock which may be  purchased by Mr.
       Tidball upon exercise of options.

<F8>   Includes  30,000  shares of Common  Stock which may be  purchased  by Mr.
       Allgood upon exercise of options.

<F9>   Includes  30,000  shares of Common  Stock which may be  purchased  by Mr.
       Goodrich upon exercise of options.

<F10>  Includes  40,000  shares of Common  Stock which may be  purchased  by Mr.
       Peary upon exercise of options.

<F11>  Includes 470,000 shares of Common Stock which may be purchased by members
       of the  Board of  Directors  and  executive  officers  upon  exercise  of
       options.

</FN>










                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Company has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.


Date:  March 25, 1996                   PLM International, Inc.



                                        By:   /s/ J. Michael Allgood
                                              -------------------------
                                              J. Michael Allgood
                                              Vice President and
                                              Chief Financial Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Company,  in the
capacities and on the dates indicated.





  /s/ J. Michael Allgood          Vice President and             March 25, 1996
  ------------------------
  J. Michael Allgood              Chief Financial Officer


  *                               Director, Executive            March 25, 1996
  ------------------------
  Allen V. Hirsch                 Vice President


  *                               Director                       March 25, 1996
  ------------------------
  Walter E. Hoadley


  *                               Director                       March 25, 1996
  ------------------------
  J. Alec Merriam


  *                               Director                       March 25, 1996
  ------------------------
  Robert L. Pagel


  *                               Director                       March 25, 1996
  ------------------------
  Harold R. Somerset


  *                               Director, President and        March 25, 1996
  ------------------------
  Robert N. Tidball               Chief Executive Officer

  *       Stephen Peary, by signing his name hereto,  does sign this document on
          behalf of the persons  indicated  above pursuant to powers of attorney
          duly  executed  by such  persons  and filed  with the  Securities  and
          Exchange Commission.



/s/ Stephen Peary
- -------------------------
Stephen Peary
Attorney-in-Fact







                          INDEPENDENT AUDITORS' REPORT





The Board of Directors and Shareholders
PLM International, Inc.


We have audited the consolidated financial statements of PLM International, Inc.
and  subsidiaries  as  listed  in the  accompanying  index.  These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present  fairly,  in  all  material  respects,  the  financial  position  of PLM
International,  Inc. and  subsidiaries as of December 31, 1995 and 1994, and the
results  of their  operations  and their cash flows for each of the years in the
three-year period ended December 31, 1995, in conformity with generally accepted
accounting principles.

     As discussed in Note 14 to the financial  statements,  the Company  changed
its method of accounting for its Employee Stock Ownership Plan in 1994.



/S/ KPMG PEAT MARWICK LLP


SAN FRANCISCO, CALIFORNIA
MARCH 25, 1996