UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

_________________________________________

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT to TO ~~Section~~SECTION 13 OR0R 15 (d) ofOF ~~The~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT of OF 1934

Date of Report (~~Date~~date of earliest event reported) ~~August~~: 18June 30, ~~2005~~ 2006

~~PLM~~Commission ~~EQUIPMENT~~ File ~~GROWTH~~Number: ~~FUND V~~01-19203

PLM Equipment Growth Fund V, a California limited partnership

(Exact name of registrant as specified in its charter)

California	01-19203	94-3104548
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
200 Nyala Farms Road	Westport CT	06880
(Address of principal executive offices)		(Zip Code)

California 94-3104548

~~Registrant's telephone number, including area code:~~ (~~203)-341-0555~~State of jurisdiction (~~Former name or former address, if changed since last report)~~I.R.S. Employer

~~Check the~~ ~~appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the registrant under any of the following~~Incorporation) Identification ~~provisions:~~ No.)

~~[ ]~~405 ~~Written~~ Lexington ~~communications~~Avenue, ~~pursuant to Rule 425 under the Securities Act (17~~67th ~~CFR230.425)~~ Floor

~~[ ]~~New ~~Soliciting~~ York, ~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~NY 10174

~~[ ]~~(Address ~~Pre-commencement~~ of ~~communications~~Principal ~~pursuant~~Executive toOffices) ~~Rule 14d-2 under the Exchange Act~~ (17Zip ~~CFR240.14d-2(b~~Code))

~~[ ]~~Registrant’s ~~Pre-commencement~~ telephone ~~communications~~number, ~~pursuant~~including toarea ~~Rule~~code: ~~13e-4~~(c212) ~~under the Exchange Act~~ ~~(17 CFR240.13e~~ 682-~~4(c))~~3344

Item 2 8.01 ~~Completion of Acquisition or Disposition of~~Other ~~Assets~~ Events.

On ~~August~~ 18 June 30, ~~2005~~2006, ~~PLM~~the ~~Equipment~~Partnership ~~Growth Fund V (“Fund V”)~~ completed ~~the sale of~~ its ~~railcar~~liquidation ~~business~~ and ~~related~~dissolution ~~assets~~ pursuant to ~~CIT Group Inc.,~~ a ~~Delaware~~Plan ~~corporation (“Purchaser”). As previously reported, the sale was consummated pursuant to an Asset Purchase Agreement, dated as~~ of ~~August~~Dissolution ~~4, 2005 (the “Asset Purchase Agreement”), by~~ and ~~among~~Liquidation ~~Purchaser, Fund V and several entities affiliated with Fund V~~ (~~collectively,~~ the “~~Sellers~~Plan”), ~~including~~ ~~PLM Rail Partners, LLC, a Delaware limited liability company (“Rail Partners”), an entity in~~ which ~~Fund~~provided Vfor ~~has a 23.0% ownership interest. The assets sold to~~ the ~~Purchaser~~ liquidation ~~include railcars owned and leased by the Sellers as well as management contracts pursuant to which Sellers manage and lease railcars owned by unaffiliated third parties. Under the terms~~ of the ~~Asset~~assets ~~Purchase Agreement, Purchaser paid Sellers an aggregate gross cash purchase price~~ of ~~approximately $146.9 million~~, ~~which included the base purchase of $119.8 million~~ and ~~adjustments~~ ~~of $27.1 million primarily consisting of an adjustment for~~ the ~~actual~~ ~~number~~dissolution of ~~railcars cars manufactured and delivered to Sellers in 2005. Of the $146.9 million~~, ~~Fund V received approximately $12.1 million and Rail Partners received approximately $32.3 million. The amount received by Fund V and Rail Partners was based on~~ the ~~appraised value of the railcars sold by Fund V~~ ~~and Rail Partners to Purchaser, as determined by an independent third party appraiser or for cars manufactured in 2005, the greater of appraised value or cost~~ Partnership.

AIn furtherance ~~copy~~ of the ~~Asset~~Plan, ~~Purchase~~the ~~Agreement~~Partnership isentered ~~attached~~into toa ~~this~~Liquidating ~~Current Report on Form 8-K as~~Trust ~~Exhibit~~ Agreement ~~10.1~~(the ~~and~~“Liquidating isTrust ~~incorporated~~Agreement”) inwith ~~its~~PLM ~~entirety~~Financial inServices, ~~this Item 2~~Inc.~~01 disclosure by~~, ~~reference.~~ the ~~Other~~General ~~than~~Partner inof ~~respect~~the ofPartnership (the ~~Asset~~“Trustee”), ~~Purchase~~as ~~Agreement~~trustee ~~and~~of the PLM ~~agreements~~ Equipment ~~entered~~Growth ~~into~~Fund inV ~~connection~~Liquidating ~~therewith,~~Trust ~~there~~(the ~~are~~“Liquidating noTrust”). ~~material~~As of June ~~relationships~~ 30, ~~between~~2006, ~~Purchaser~~the ~~and~~holders ~~Fund~~of Vgeneral orand ~~any~~limited ofpartner ~~its~~interest ~~affiliates,~~in orthe ~~any~~Partnership ~~director~~ received ora ~~officer~~pro rata beneficial ofinterest ~~Fund~~in V,the orLiquidating ~~any~~Trust ~~associate~~in ofexchange for such ~~director or~~holder’s ~~officer~~ interest in the Partnership.

In accordance with the Plan and the Liquidating Trust Agreement, the Partnership has transferred all of its remaining cash and non-cash assets and all of its remaining liabilities to the Liquidating Trust. On June 30, 2006, the Partnership filed a Certificate of Dissolution and a Certificate of Cancellation with the Secretary of State of the State of California.

Item 9.01 Financial Statements and Exhibits.

(bc) ~~Pro~~ ~~Forma Financial Information~~ Exhibits

~~The sale was completed on August 18, 2005~~2. ~~The unaudited pro forma financial information~~1 Plan ~~shown below is based on audited and unaudited historical financial statements~~ of ~~Fund~~ Dissolution V.and ~~The unaudited pro forma financial information presented reflects the estimated pro forma effect of the sale.~~Liquidation

~~The~~10.2 Liquidating ~~unaudited~~ Trust ~~pro forma financial statements are as follows:~~Agreement

~~1) an unaudited pro forma balance sheet as of June 30, 2005 giving effect to the sale as if it had occurred on June 30, 2005~~SIGNATURE

2)Pursuant to anthe ~~unaudited~~requirements ~~pro forma statement~~ of ~~income for~~ the ~~six~~Securities ~~months~~Exchange ~~ended~~Act ~~June~~of 301934, ~~2005,~~the ~~giving~~Registrant has duly ~~effect~~caused tothis ~~the~~report ~~sale~~to asbe ofsigned iton ~~had~~its ~~occurred~~behalf onby ~~January~~the 1,undersigned ~~2005~~hereunto duly authorized.

3)PLM Equipment anGrowth ~~unaudited~~Fund ~~pro forma statement of income for the year ended December 31~~V, ~~2004,~~a ~~giving~~California ~~effect~~limited ~~to the sale as if it had occurred on January 1, 2004~~partnership

~~The~~By: ~~unaudited pro forma financial statements include preliminary assumptions and~~ PLM ~~adjustments~~ Financial related to the sale. These pro forma adjustments have been made to illustrate the anticipated financial effect of the sale. The adjustments are based upon available information and assumptions that the general partner of Fund V believes are reasonable as of the date of this filing. Actual adjustmentsServices, ~~however, may differ materially from the information presented~~Inc. ~~Assumptions underlying the pro forma adjustments are described in the accompanying notes~~, which should be read in conjunction with the unaudited pro forma financial statements. The pro forma financial statements, including the notes thereto, should be read in conjunction with the historical financial statements of Fund V included in its Annual Report on Form 10-KSB for the year ended December 31, 2004 and the unaudited financial statements filed in Fund V’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2005.

~~The~~its ~~unaudited~~ General pro forma financial information presented herein is for informational purposes only. It is not intended to represent or be indicative of the results of operations or financial position that would have been reported had the sale been completed as of the dates presented. The information is not representative of future results of operations or financial position.Partner

~~PLM~~By: /s/ Richard ~~EQUIPMENT~~K ~~GROWTH FUND V (A Limited Partnership) Pro Forma Condensed Balance Sheet As of June 30, 2005 (in thousands of dollars) (unaudited)~~Brock

				Asset
Assets	As Reported			Disposition			Notes			Pro Forma
Equipment held for operating leases, at cost	$	32,818		$	(12,964	)		(a	)	$	19,854
Less accumulated depreciation		(21,787	)		1,995			(a	)		(19,792	)
Net equipment		11,031			(10,969	)					62
Cash and cash equivalents		4,542			11,877			(b	)		16,419
Restricted cash		376			--						376
Accounts and other receivables, net of allowance
for doubtful accounts		208			--						208
Equity investments in affiliated entities		8,954			2,296			(c	)		11,250
Other assets, net of accumulated amortization		436			--						436
Total assets	$	25,547		$	3,204					$	28,751
Liabilities and partners’ capital
Liabilities
Accounts payable and accrued expenses	$	162		$	--					$	162
Due to affiliates		28			--						28
Non-recourse debt		605			--						605
Lessee deposits		223			--						223
Total liabilities		1,018			--						1,018
Commitments and contingencies
Partners' capital
Limited partners		24,529			3,204			(d	)		27,733
General Partner		-			--						-
Total partners' capital		24,529			3,204						27,733
Total liabilities and partners' capital	$	25,547		$	3,204					$	28,751

Richard K Brock

~~(a) This~~Chief ~~adjustment~~ Financial ~~reflects the reduction in cost and accumulated depreciation of the owned railcars due to the sale.~~Officer

~~(b) This~~Date: June ~~adjustment reflects the net cash proceeds received after sale expenses from the~~ 30, ~~sale of owned railcars.~~ 2006

~~(c) This~~Exhibit ~~adjustment reflects the increase in equity investments in affiliated entities due to the sale of railcars in PLM Rail Partners, LLC in which Fund V has an equity investment.~~ Index

~~(d) This~~Exhibit ~~adjustment reflects the net gain on disposal~~ 2.1 Plan of Dissolution ~~owned railcars~~ and ~~from~~Liquidation ~~railcars in~~(filed ~~PLM Rail Partners, LLC.~~herewith)

~~PLM~~Exhibit 10.2 Liquidating Trust ~~EQUIPMENT~~Agreement ~~GROWTH FUND V~~ (Afiled ~~Limited Partnership~~herewith) ~~Pro Forma Condensed Statement of Income For the Six Months Ended June 30, 2005 (in thousands of dollars except weighted-average limited partnership unit amounts) (unaudited)~~

				Asset
Revenues	As Reported			Disposition (a)			Pro Forma
Lease revenue	$	1,151		$	(692	)	$	459
Interest and other income		123			(13	)		110
Gain on disposition of equipment		1,351			--			1,351
Total revenues		2,625			(705	)		1,920
Expenses
Depreciation and amortization		701			(693	)		8
Operations support		15			(9	)		6
Management fees to affiliate		73			(46	)		27
Interest expense		145			(145	)		--
General and administrative expenses to affiliates		75			(52	)		23
Other general and administrative expenses		296			(7	)		289
Provision for bad debts		24			(24	)		--
Total expenses		1,329			(976	)		353
Equity in net loss of equity investments		(914	)		140			(774	)
Net income	$	382		$	411		$	793
Partners’ share of net income
Limited partners	$	159		$	411		$	570
General Partner		223			--			223
Total	$	382		$	411		$	793
Limited partners' net income per
weighted-average limited partnership unit	$	0.02		$	0.05		$	0.07

(a) To eliminate the revenues and expenses attributable to the sold assets.

PLM EQUIPMENT GROWTH FUND V (A Limited Partnership) Pro Forma Condensed Statement of Income For the Year Ended December 31, 2004 (in thousands of dollars except weighted-average limited partnership unit amounts) (unaudited)

				Asset
Revenues	As Reported			Disposition (a)			Pro Forma
Lease revenue	$	2,842		$	(1,660	)	$	1,182
Interest and other income		1,068			(28	)		1,040
Gain on disposition of equipment		1,097			--			1,097
Total revenues		5,007			(1,688	)		3,319
Expenses
Depreciation and amortization		2,033			(1,478	)		555
Operations support		528			(286	)		242
Management fees to affiliate		219			(110	)		109
Interest expense		202			(202	)		--
General and administrative expenses to affiliates		385			(156	)		229
Other general and administrative expenses		1,375			(136	)		1,239
Impairment loss on equipment		183			(183	)		--
Recovery of bad debts		(1,317	)		21			(1,296	)
Total expenses		3,608			(2,530	)		1,078
Equity in net loss of equity investments		(774	)		243			(531	)
Net income	$	625		$	1,085		$	1,710
Partners’ share of net income
Limited partners	$	625		$	1,085		$	1,710
General Partner		--			--			--
Total	$	625		$	1,085		$	1,710
Limited partners' net income per
weighted-average limited partnership unit	$	0.07		$	0.13		$	0.20

(a) To eliminate the revenues and expenses attributable to the sold assets.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PLM Equipment Growth Fund V By PLM Financial Services, Inc. Its General Partner
	By: /s/ Richard K Brock
Date: August 24, 2005	Richard K Brock Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description

10.1 Asset Purchase Agreement dated as of August 4, 2005, by and among CIT Group Inc. and MILPI Holdings, LLC, Rail Investors I LLC, Rail Investors II LLC, Transportation Equipment-PLM, LLC, PLM Investment Management, Inc., PLM Transportation Equipment Corporation, PLM Equipment Growth Fund V, PLM Equipment Growth Fund VI, PLM Equipment Growth & Income Fund VII, Professional Lease Management Income Fund I, LLC, PLM Equipment Growth Fund Canada Limited, PLM Investment Fund LLC, PLM Rail Partners, LLC, PLM Rail V, LLC, and Acquisub, LLC

Filing Compare · PLM EQUIPMENT GROWTH FUND V