AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 1999.
                                                 REGISTRATION NO. ____________
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             PLM INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                        DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)


94-3041257
(I.R.S. Employer Identification No.)

                                   ONE MARKET
                         STEUART STREET TOWER, SUITE 800
                      SAN FRANCISCO, CALIFORNIA 94105-1301
          (Address, Including Zip Code, of Principal Executive Offices)

   PLM INTERNATIONAL, INC. 1998 MANAGEMENT STOCK COMPENSATION PLAN, AS AMENDED
    PLM INTERNATIONAL, INC. DIRECTORS' 1995 NONQUALIFIED STOCK OPTION PLAN,
                                   AS AMENDED
                            (Full Title of the Plans)

                              SUSAN C. SANTO, ESQ.
                       VICE PRESIDENT AND GENERAL COUNSEL
                             PLM INTERNATIONAL, INC.
                   ONE MARKET, STEUART STREET TOWER, SUITE 800
                      SAN FRANCISO, CALIFORNIA 94105-1301
                     (Name and Address of Agent for Service)

                                 (415) 905-7263
          (Telephone Number, Including Area Code, of Agent for Service)
                              --------------------
                                    Copy to:
                            THEODORE J. KOZLOFF, ESQ.
                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                       FOUR EMBARCADERO CENTER, SUITE 3800
                         SAN FRANCISCO, CALIFORNIA 94111
                          -----------------------------
<TABLE>

                         CALCULATION OF REGISTRATION FEE
<CAPTION>

TITLE OF SECURITIES TO BE          AMOUNT TO BE     PROPOSED MAXIMUM OFFERING       PROPOSED MAXIMUM          AMOUNT OF
      REGISTERED                    REGISTERED         PRICE PER SHARE <F1>      AGGREGATE OFFERING PRICE   REGISTRATION FEE <F2>
                                                                                          <F1>
================================= ================= =========================== ========================== ===============
<S>                                 <C>                      <C>                    <C>                     <C>
Common Stock, par
  value $0.01 per share             820,000<F3>              $6.8132                $5,343,450              $1,553.14
================================= ================= ==========================  ========================== ===============

<FN>

<F1> Estimated solely for the purpose of calculating the  registration  fee. The
     offering  price has been  calculated  in  accordance  with Rules 457(c) and
     457(h)  promulgated  under the  Securities  Act of 1933,  as  amended  (the
     "Securities  Act"), in part on the basis of the average of the high and low
     sale prices for a share of the  registrant's  common stock, par value $0.01
     per share ("Common Stock"), on the American Stock Exchange on May 19, 1999.

<F2> The registration fee has been calculated in accordance with Section 6(b) of
     the Securities Act.

<F3> Includes   700,000   shares  of  Common  Stock   issuable   under  the  PLM
     International,  Inc. 1998 Management  Stock  Compensation  Plan, as amended
     (the  "Management  Plan") and 120,000 shares of Common Stock issuable under
     the PLM International, Inc. Directors' 1995 Nonqualified Stock Option Plan,
     as amended (the "Directors' Plan").  Pursuant to Rule 416 promulgated under
     the Securities Act, this registration statement also covers such additional
     number of shares of Common  Stock as may be issued in  connection  with the
     antidilution provisions of the Management Plan and the Directors' Plan.

</FN>

</TABLE>


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION. *

Item 2.  Registrant Information and Employee Plan Annual Information. *

                  *  Information  required  by  Part  I to be  contained  in the
Section  10(a)  prospectus  is  omitted  from  this  registration  statement  in
accordance  with  Rule  428  promulgated   under  the  Securities  Act  and  the
Introductory Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the  "Commission")  by the registrant,  PLM  International,  Inc., a
Delaware corporation (the "Company"), pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange  Act"),  are  incorporated  by reference in this
registration statement:

(a)  The Company's  Annual  Report on Form 10-K for the year ended  December 31,
     1998;

(b)  All other reports of the Company  filed  pursuant to Section 13(a) or 15(d)
     of the  Exchange  Act  since  the end of the  fiscal  year  covered  by the
     Company's Annual Report referred to in (a) above; and

(c)  The description of the Common Stock contained in the Company's Registration
     Statement on Form 8-A (File No. 1-9670) filed with the Commission  pursuant
     to Section 12(b) of the Exchange Act on March 22, 1989.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment that  indicates that all securities  offered have been
sold or that deregisters all securities then remaining unsold, will be deemed to
be  incorporated  by reference in this  registration  statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document  incorporated or deemed to be incorporated by reference  herein
will be deemed to be modified or  superseded  for purposes of this  registration
statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently filed document that is or is deemed to be incorporated by reference
herein  modifies or supersedes  such previous  statement.  Any such statement so
modified  or  superseded  will  not be  deemed  to  constitute  a part  of  this
registration statement, except as so modified or superseded.

ITEM 4.       DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.



<PAGE>


ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  Company is  incorporated  in  Delaware.  Under  Section 145 of the
General  Corporation  Law of the State of  Delaware  (the  "DGCL"),  a  Delaware
corporation  generally  has the  power  to  indemnify  its  present  and  former
directors,  officers,  employees  and agents  against  expenses and  liabilities
incurred by them in connection with any action, suit or proceeding to which they
are, or are  threatened  to be made, a party by reason of their serving in those
positions  so long as they acted in good faith and in a manner  they  reasonably
believed to be in, or not opposed to, the best  interests  of the  Company,  and
with  respect  to any  criminal  action  or  proceeding,  so long as they had no
reasonable  cause to believe their conduct was unlawful.  The statute  expressly
provides that the power to indemnify  authorized thereby is not exclusive of any
rights granted under any bylaw, agreement, vote of stockholders or disinterested
directors,  or otherwise.  The Certificate of  Incorporation  of the Company and
By-laws  of the  Company  provide  for  indemnification  of  present  and former
directors  and  officers  of the  Company  and  persons  serving  as  directors,
officers,  employees  or  agents of other  corporations  or  enterprises  at the
request of the Company, each to the full extent permitted by the DGCL.

         Section   102(b)(7)  of  the  DGCL  provides  that  a  certificate   of
incorporation  may contain a provision  eliminating  or  limiting  the  personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages for breach of fiduciary duty as a director, provided that such provision
will not  eliminate  or limit the  liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law,  (iii) under  Section 174  (relating to liability for
unauthorized  acquisitions or redemptions of, or dividends on, capital stock) of
the DGCL,  or (iv) for any  transactions  from  which the  director  derived  an
improper  personal  benefit.  The  Certificate of  Incorporation  of the Company
contains such a provision.

         The Company has entered into indemnification agreements with certain of
its directors and officers pursuant to which the Company has agreed to indemnify
each of them against  expenses and losses  incurred for claims  brought  against
them by reason of their being a director or officer of the Company. In addition,
the Company maintains insurance for the protection of its directors and officers
against claims asserted against them in their official capacities.

         The preceding  discussion of the  Certificate of  Incorporation  of the
Company,  the  By-laws  of the  Company  and  the  DGCL  is not  intended  to be
exhaustive  and is qualified in its entirety by reference to the complete  texts
of the  Certificate  of  Incorporation  of the  Company  and the  By-laws of the
Company and to the DGCL.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.           EXHIBITS.

        Exhibit No.        Description of Exhibit

            4.1            Certificate of Incorporation of the Company (filed as
                           Exhibit 3.1to the Company's  Form 10-K filed with the
                           Commission  on April 2, 1990  (File No.  1-9670)  and
                           incorporated herein by reference)

            4.2            Certificate  of  Amendment  to  the   Certificate  of
                           Incorporation  of the Company  (filed as Exhibit 1 to
                           the Company's  Form 8-K filed with the  Commission on
                           December 1, 1997 (File No.  1-9670) and  incorporated
                           herein by reference)

            4.3            By-laws of the  Company  (filed as Exhibit 3.2 to the
                           Company's  Form 10-K  filed  with the  Commission  on
                           April 2, 1990  (File No.  (1-9670)  and  incorporated
                           herein by reference)

            4.4            Specimen Stock  Certificate  (filed as Exhibit 4.4 to
                           the  Company's  Registration  Statement  on Form  S-3
                           filed with the Commission on August 2, 1994 (File No.
                           33-54869) and incorporated herein by reference)

            5.1            Opinion  of  Susan  C.  Santo,  Esq.   regarding  the
                           legality of the securities being registered

            23.1           Consent  of  KPMG  LLP,   independent
                           accountants

            23.2           Consent  of Susan C.  Santo,  Esq.  (included  in her
                           opinion filed as Exhibit 5.1)

            24.1           Power of Attorney  (included on the signature page of
                           this registration statement)

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i) To include  any  prospectus  required  by Section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high and of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no  more  than 20  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   registration
                  statement.

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                POWER OF ATTORNEY

                  Each person whose  signature  appears  below  constitutes  and
appoints  Susan C. Santo his or her true and lawful  attorney-in-fact  and agent
with full power of substitution and resubstitution, for him or her and in his or
her  name,  place  and  stead,  in any and all  capacities,  to sign  any or all
amendments (including post-effective amendments) to this registration statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said  attorney-in-fact,  or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.



<PAGE>


                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of San Francisco, State of California, on this 24th
day of May 1999.

                                  PLM INTERNATIONAL, INC.


                                  By: /s/ Susan C. Santo
                                      ------------------------
                                      Susan C. Santo
                                      Vice President and General Counsel

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the date indicated.


-------------------   Chairman, President and Chief Executive Officer
Robert N. Tidball    (Principal Executive Officer)                  May 24, 1999


-------------------   Vice President and Chief Financial Officer
J. Michael Allgood   (Principal Financial and Accounting Officer)   May 24, 1999


-------------------   Director                                      May 24, 1999
Randall L-W. Caudill


-------------------   Director                                      May 24, 1999
Douglas P. Goodrich


-------------------   Director                                      May 24, 1999
Warren G. Lichtenstein


-------------------   Director                                      May 24, 1999
Howard M. Lorber


-------------------   Director                                      May 24, 1999
Harold R. Somerset


-------------------   Director                                      May 24, 1999
Robert L. Witt


<PAGE>


                                  EXHIBIT INDEX

Exhibit No.         Description of Exhibit

         4.1      Certificate of  Incorporation of the Company (filed as Exhibit
                  3.1 to the  Company's  Form 10-K filed with the  Commission on
                  April 2, 1990 (File No.  1-9670)  and  incorporated  herein by
                  reference)

         4.2      Certificate of Amendment to the  Certificate of  Incorporation
                  of the Company  (filed as Exhibit 1 to the Company's  Form 8-K
                  filed  with the  Commission  on  December  1,  1997  (File No.
                  1-9670) and incorporated herein by reference)

         4.3      By-laws of the Company  (filed as Exhibit 3.2 to the Company's
                  Form 10-K filed with the Commission on April 2, 1990 (File No.
                  1-9670) and incorporated herein by reference)

         4.4      Specimen  Stock  Certificate  (filed  as  Exhibit  4.4  to the
                  Company's  Registration  Statement  on Form S-3 filed with the
                  Commission   on  August  2,  1994  (File  No.   33-54869)  and
                  incorporated herein by reference)

         5.1      Opinion of Susan C. Santo, Esq.  regarding the legality of the
                  securities being registered

         23.1     Consent of KPMG LLP, independent accountants

         23.2     Consent of Susan C. Santo, Esq. (included in her opinion filed
                  as Exhibit 5.1)

         24.1  Power  of  Attorney  (included  on the  signature  page  of  this
registration statement)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21632}]
{"company-data": {"conformed-name": "PLM INTERNATIONAL INC", "cik": "0000814677", "assigned-sic": "7359", "irs-number": "943041257", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79145", "film-number": "99632952"}, "business-address": {"street1": "STEUART ST TOWER STE 800", "street2": "ONE MARKET PLZ", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105", "phone": "4159741399"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 1999.
                                                 REGISTRATION NO. ____________
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             PLM INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                        DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)

94-3041257
(I.R.S. Employer Identification No.)

                                   ONE MARKET
                         STEUART STREET TOWER, SUITE 800
                      SAN FRANCISCO, CALIFORNIA 94105-1301
          (Address, Including Zip Code, of Principal Executive Offices)

   PLM INTERNATIONAL, INC. 1998 MANAGEMENT STOCK COMPENSATION PLAN, AS AMENDED
    PLM INTERNATIONAL, INC. DIRECTORS' 1995 NONQUALIFIED STOCK OPTION PLAN,
                                   AS AMENDED
                            (Full Title of the Plans)

                              SUSAN C. SANTO, ESQ.
                       VICE PRESIDENT AND GENERAL COUNSEL
                             PLM INTERNATIONAL, INC.
                   ONE MARKET, STEUART STREET TOWER, SUITE 800
                      SAN FRANCISO, CALIFORNIA 94105-1301
                     (Name and Address of Agent for Service)

                                 (415) 905-7263
          (Telephone Number, Including Area Code, of Agent for Service)
                              --------------------
                                    Copy to:
                            THEODORE J. KOZLOFF, ESQ.
                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                       FOUR EMBARCADERO CENTER, SUITE 3800
                         SAN FRANCISCO, CALIFORNIA 94111
                          -----------------------------

                         CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO BE          AMOUNT TO BE     PROPOSED MAXIMUM OFFERING       PROPOSED MAXIMUM          AMOUNT OF
      REGISTERED                    REGISTERED         PRICE PER SHARE
AGGREGATE OFFERING PRICE   REGISTRATION FEE
================================= ================= =========================== ========================== ===============
Common Stock, par
  value $0.01 per share             820,000
$6.8132                $5,343,450              $1,553.14
================================= ================= ==========================  ========================== ===============
Estimated solely for the purpose of calculating the  registration  fee. The
     offering  price has been  calculated  in  accordance  with Rules 457(c) and
     457(h)  promulgated  under the  Securities  Act of 1933,  as  amended  (the
     "Securities  Act"), in part on the basis of the average of the high and low
     sale prices for a share of the  registrant's  common stock, par value $0.01
     per share ("Common Stock"), on the American Stock Exchange on May 19, 1999.
The registration fee has been calculated in accordance with Section 6(b) of
     the Securities Act.
Includes   700,000   shares  of  Common  Stock   issuable   under  the  PLM
     International,  Inc. 1998 Management  Stock  Compensation  Plan, as amended
     (the  "Management  Plan") and 120,000 shares of Common Stock issuable under
     the PLM International, Inc. Directors' 1995 Nonqualified Stock Option Plan,
     as amended (the "Directors' Plan").  Pursuant to Rule 416 promulgated under
     the Securities Act, this registration statement also covers such additional
     number of shares of Common  Stock as may be issued in  connection  with the
     antidilution provisions of the Management Plan and the Directors' Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION. *

Item 2.  Registrant Information and Employee Plan Annual Information. *

                  *  Information  required  by  Part  I to be  contained  in the
Section  10(a)  prospectus  is  omitted  from  this  registration  statement  in
accordance  with  Rule  428  promulgated   under  the  Securities  Act  and  the
Introductory Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the  "Commission")  by the registrant,  PLM  International,  Inc., a
Delaware corporation (the "Company"), pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange  Act"),  are  incorporated  by reference in this
registration statement:

(a)  The Company's  Annual  Report on Form 10-K for the year ended  December 31,
     1998;

(b)  All other reports of the Company  filed  pursuant to Section 13(a) or 15(d)
     of the  Exchange  Act  since  the end of the  fiscal  year  covered  by the
     Company's Annual Report referred to in (a) above; and

(c)  The description of the Common Stock contained in the Company's Registration
     Statement on Form 8-A (File No. 1-9670) filed with the Commission  pursuant
     to Section 12(b) of the Exchange Act on March 22, 1989.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment that  indicates that all securities  offered have been
sold or that deregisters all securities then remaining unsold, will be deemed to
be  incorporated  by reference in this  registration  statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document  incorporated or deemed to be incorporated by reference  herein
will be deemed to be modified or  superseded  for purposes of this  registration
statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently filed document that is or is deemed to be incorporated by reference
herein  modifies or supersedes  such previous  statement.  Any such statement so
modified  or  superseded  will  not be  deemed  to  constitute  a part  of  this
registration statement, except as so modified or superseded.

ITEM 4.       DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.
ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  Company is  incorporated  in  Delaware.  Under  Section 145 of the
General  Corporation  Law of the State of  Delaware  (the  "DGCL"),  a  Delaware
corporation  generally  has the  power  to  indemnify  its  present  and  former
directors,  officers,  employees  and agents  against  expenses and  liabilities
incurred by them in connection with any action, suit or proceeding to which they
are, or are  threatened  to be made, a party by reason of their serving in those
positions  so long as they acted in good faith and in a manner  they  reasonably
believed to be in, or not opposed to, the best  interests  of the  Company,  and
with  respect  to any  criminal  action  or  proceeding,  so long as they had no
reasonable  cause to believe their conduct was unlawful.  The statute  expressly
provides that the power to indemnify  authorized thereby is not exclusive of any
rights granted under any bylaw, agreement, vote of stockholders or disinterested
directors,  or otherwise.  The Certificate of  Incorporation  of the Company and
By-laws  of the  Company  provide  for  indemnification  of  present  and former
directors  and  officers  of the  Company  and  persons  serving  as  directors,
officers,  employees  or  agents of other  corporations  or  enterprises  at the
request of the Company, each to the full extent permitted by the DGCL.

         Section   102(b)(7)  of  the  DGCL  provides  that  a  certificate   of
incorporation  may contain a provision  eliminating  or  limiting  the  personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages for breach of fiduciary duty as a director, provided that such provision
will not  eliminate  or limit the  liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law,  (iii) under  Section 174  (relating to liability for
unauthorized  acquisitions or redemptions of, or dividends on, capital stock) of
the DGCL,  or (iv) for any  transactions  from  which the  director  derived  an
improper  personal  benefit.  The  Certificate of  Incorporation  of the Company
contains such a provision.

         The Company has entered into indemnification agreements with certain of
its directors and officers pursuant to which the Company has agreed to indemnify
each of them against  expenses and losses  incurred for claims  brought  against
them by reason of their being a director or officer of the Company. In addition,
the Company maintains insurance for the protection of its directors and officers
against claims asserted against them in their official capacities.

         The preceding  discussion of the  Certificate of  Incorporation  of the
Company,  the  By-laws  of the  Company  and  the  DGCL  is not  intended  to be
exhaustive  and is qualified in its entirety by reference to the complete  texts
of the  Certificate  of  Incorporation  of the  Company  and the  By-laws of the
Company and to the DGCL.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.           EXHIBITS.

        Exhibit No.        Description of Exhibit

            4.1            Certificate of Incorporation of the Company (filed as
                           Exhibit 3.1to the Company's  Form 10-K filed with the
                           Commission  on April 2, 1990  (File No.  1-9670)  and
                           incorporated herein by reference)

            4.2            Certificate  of  Amendment  to  the   Certificate  of
                           Incorporation  of the Company  (filed as Exhibit 1 to
                           the Company's  Form 8-K filed with the  Commission on
                           December 1, 1997 (File No.  1-9670) and  incorporated
                           herein by reference)

            4.3            By-laws of the  Company  (filed as Exhibit 3.2 to the
                           Company's  Form 10-K  filed  with the  Commission  on
                           April 2, 1990  (File No.  (1-9670)  and  incorporated
                           herein by reference)

            4.4            Specimen Stock  Certificate  (filed as Exhibit 4.4 to
                           the  Company's  Registration  Statement  on Form  S-3
                           filed with the Commission on August 2, 1994 (File No.
                           33-54869) and incorporated herein by reference)

            5.1            Opinion  of  Susan  C.  Santo,  Esq.   regarding  the
                           legality of the securities being registered

            23.1           Consent  of  KPMG  LLP,   independent
                           accountants

            23.2           Consent  of Susan C.  Santo,  Esq.  (included  in her
                           opinion filed as Exhibit 5.1)

            24.1           Power of Attorney  (included on the signature page of
                           this registration statement)

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i) To include  any  prospectus  required  by Section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high and of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no  more  than 20  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   registration
                  statement.

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                POWER OF ATTORNEY

                  Each person whose  signature  appears  below  constitutes  and
appoints  Susan C. Santo his or her true and lawful  attorney-in-fact  and agent
with full power of substitution and resubstitution, for him or her and in his or
her  name,  place  and  stead,  in any and all  capacities,  to sign  any or all
amendments (including post-effective amendments) to this registration statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said  attorney-in-fact,  or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of San Francisco, State of California, on this 24th
day of May 1999.

                                  PLM INTERNATIONAL, INC.

                                  By: /s/ Susan C. Santo
                                      ------------------------
                                      Susan C. Santo
                                      Vice President and General Counsel

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the date indicated.

-------------------   Chairman, President and Chief Executive Officer
Robert N. Tidball    (Principal Executive Officer)                  May 24, 1999

-------------------   Vice President and Chief Financial Officer
J. Michael Allgood   (Principal Financial and Accounting Officer)   May 24, 1999

-------------------   Director                                      May 24, 1999
Randall L-W. Caudill

-------------------   Director                                      May 24, 1999
Douglas P. Goodrich

-------------------   Director                                      May 24, 1999
Warren G. Lichtenstein

-------------------   Director                                      May 24, 1999
Howard M. Lorber

-------------------   Director                                      May 24, 1999
Harold R. Somerset

-------------------   Director                                      May 24, 1999
Robert L. Witt
EXHIBIT INDEX

Exhibit No.         Description of Exhibit

         4.1      Certificate of  Incorporation of the Company (filed as Exhibit
                  3.1 to the  Company's  Form 10-K filed with the  Commission on
                  April 2, 1990 (File No.  1-9670)  and  incorporated  herein by
                  reference)

         4.2      Certificate of Amendment to the  Certificate of  Incorporation
                  of the Company  (filed as Exhibit 1 to the Company's  Form 8-K
                  filed  with the  Commission  on  December  1,  1997  (File No.
                  1-9670) and incorporated herein by reference)

         4.3      By-laws of the Company  (filed as Exhibit 3.2 to the Company's
                  Form 10-K filed with the Commission on April 2, 1990 (File No.
                  1-9670) and incorporated herein by reference)

         4.4      Specimen  Stock  Certificate  (filed  as  Exhibit  4.4  to the
                  Company's  Registration  Statement  on Form S-3 filed with the
                  Commission   on  August  2,  1994  (File  No.   33-54869)  and
                  incorporated herein by reference)

         5.1      Opinion of Susan C. Santo, Esq.  regarding the legality of the
                  securities being registered

         23.1     Consent of KPMG LLP, independent accountants

         23.2     Consent of Susan C. Santo, Esq. (included in her opinion filed
                  as Exhibit 5.1)

         24.1  Power  of  Attorney  (included  on the  signature  page  of  this
registration statement)