UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                        Date of Event: December 18, 1995
                        Date of Report: December 20, 1995


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

                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)

                  1-9670                                     94-3041257
         (Commission file number)                         (I.R.S. Employer
                                                        Identification Number)

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






Item 5.  Other Events

PLM  INTERNATIONAL  RETIRES $11.5 MILLION OF SUBORDINATED  DEBT AND COMMENCES $5
MILLION STOCK REPURCHASE PROGRAM

FOR IMMEDIATE RELEASE

San Francisco,  California,  December 18, 1995 - PLM  International,  Inc. (ASE:
PLM) announced today that it has retired $11.5 million,  equivalent to one-half,
of its total $23 million, 11.55% coupon,  subordinated debt. As a result of this
early retirement,  the Company will incur prepayment  penalties of approximately
$1 million which will be reflected in fourth quarter 1995 results.  However, the
Company will also realize total interest  savings of $2.2 million from now until
the end of the subordinated debt term in February 1999.

PLM  International  also  announced  today  that  its  board  of  directors  has
authorized the repurchase of up to $5 million of the Company's  common stock and
that, pursuant to such authorization, the Company has repurchased 630,700 shares
in a private transaction. Additional future repurchases will be made in the open
market  or  through  private  transactions.  The  timing  and  amount  of  these
transactions,  to be funded through  working capital and existing cash reserves,
will  depend  upon  market   conditions  and  corporate   requirements.   Shares
repurchased may be used for corporate purposes,  including option plans, or they
may be retired.  After the  above-mentioned  repurchase,  PLM  International has
approximately 10.8 million common shares outstanding.

PLM International  President and Chief Executive Officer Robert N. Tidball said,
"We are very pleased to have  arranged for the early  retirement  of one-half of
our total  subordinated debt, which gives PLM added flexibility in its corporate
borrowings  as  well  as  significant  interest  savings.   Further,  our  stock
repurchase  program  represents an excellent use of Company funds as we continue
to believe the shares are undervalued."

PLM  International  is a diversified  equipment  leasing and management  company
providing services to transportation,  industrial, and commercial companies. The
Company  specializes in creating  equipment  leasing  solutions for domestic and
international   customers.   PLM  Financial   Services,   Inc.,  a  wholly-owned
subsidiary, is the leading sponsor of equipment leasing programs for investors.





                                    SIGNATURE

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


                                     PLM INTERNATIONAL, INC.
                                     (Registrant)


Date:   December 20, 1995       By:  /s/ Stephen Peary
                                     -----------------
                                     Stephen Peary
                                     Senior Vice President, General Counsel
                                     and Corporate Secretary