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: March 1, 2000
                          Date of Report: March 9, 2000

                             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 800
San Francisco, California                              94105-1301
(Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code:  (415) 974-1399





Item 2.      ACQUISITION OR DISPOSITION OF ASSETS.

On March 1,  2000,  the  registrant  completed  the sale of its  industrial  and
commercial equipment leasing and financing  subsidiary,  American Finance Group,
Inc.,  pursuant  to the Stock Sale  Agreement,  dated as of October 26, 1999 and
amended as of January 24, 2000 and March 1, 2000, between Guaranty Federal Bank,
F.S.B. and the registrant. The Stock Sale Agreement (excluding the March 1, 2000
amendment) is attached as Annex A to the registrant's definitive proxy statement
filed  with the  Commission  on  February  4,  2000,  which is  incorporated  by
reference  herein.  The March 1, 2000  amendment to the Stock Sale  Agreement is
attached as Exhibit 2.2 hereto.

Item 7.      FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(b)  PRO FORMA FINANCIAL INFORMATION.

Pro forma financial  information required by Article 11 of Regulation S-X is set
forth in the  registrant's  definitive proxy statement filed with the Commission
on February 4, 2000, which is incorporated by reference herein.

(c)  EXHIBITS.

2.1      Stock Sale  Agreement,  dated as of October  26, 1999 and amended as of
         January  24,  2000,  between  Guaranty  Federal  Bank,  F.S.B.  and the
         registrant  (incorporated  by reference to Annex A to the  registrant's
         definitive  proxy  statement  filed with the  Commission on February 4,
         2000).

 2.2     Amendment  No. 2 to Stock  Sale  Agreement,  dated as of March 1,
         2000, between Guaranty Federal Bank, F.S.B. and the registrant.



                     AMENDMENT NO. 2 TO STOCK SALE AGREEMENT

                  This   Amendment   No.  2  to  Stock  Sale   Agreement   (this
"Amendment") is made as of March 1, 2000 by and between  Guaranty  Federal Bank,
F.S.B., a federally chartered savings bank ("Purchaser"), and PLM International,
Inc., a Delaware corporation  ("Seller"),  in connection with that certain Stock
Sale  Agreement,  dated as of October 26,  1999,  by and between  Purchaser  and
Seller (the "Stock Sale Agreement").

                  WHEREAS,  Purchaser and Seller constitute all of the parties
to the Stock Sale Agreement;

                  WHEREAS,  the parties  hereto  have  previously  entered  into
Amendment  No. 1 to Stock  Sale  Agreement,  dated as of January  24,  2000 (the
"Prior Amendment"); and

                  WHEREAS,   the  parties  hereto  desire  to  enter  into  this
Amendment to amend Section 5.16 of the Stock Sale Agreement.

                  NOW, THEREFORE, in consideration of the foregoing premises and
the mutual  covenants  and  agreements  set forth  herein,  and  intending to be
legally bound hereby, the parties hereto hereby agree as follows:

          1.  DEFINITIONS.  Capitalized  terms  used and not  otherwise  defined
herein shall have the  respective  meanings  assigned to such terms in the Stock
Sale Agreement.

               1. Inland Leases. The definition of "Inland Leases" set forth in
Section 9.1 is hereby amended to read in its entirety as follows:

         "Inland Leases" shall mean those Leases listed on Exhibit C hereto, and
         the Leased Property associated therewith.

               2. Seller Inland Leases. Section 9.1 is hereby amended to include
the following definition:

         "Seller  Inland  Leases" shall mean the Inland Leases listed on Exhibit
          C-1 hereto.

          2.  EXHIBITS.  The list of exhibits  set forth on page iv of the Stock
Sale Agreement is hereby amended by adding the following:

         "Exhibit C-1      Seller Inland Leases"
         "Exhibit E        Servicing Agreement."

          3. INLAND  LEASES.  Section 5.16 of the Stock Sale Agreement is hereby
amended to read in its entirety as follows:

         Prior to the Closing Date,  Seller shall take, and cause the Company to
         take,  all action  necessary  to  transfer  to a Person  other than the
         Company or any Company  Subsidiary,  the Inland Leases, in each case on
         commercially  reasonable terms reasonably satisfactory to Purchaser and
         in  compliance  with all  applicable  laws.  In the case of the  Seller
         Inland  Leases,  (a) the transfer of Seller Inland Leases to Seller may
         be  effected by  dividend,  and Seller may cause the Company to utilize
         the proceeds  from the sale of Inland  Leases to third parties to repay
         any and all debt of the Company  relating to the Seller Inland  Leases,
         (b) the  Company  and Seller  shall  enter into a  servicing  agreement
         substantially  in the form of  Exhibit E hereto  pursuant  to which the
         Company shall service the Seller Inland Leases on behalf of Seller. The
         proceeds  of the  transfer  of the  Inland  Leases,  less  any  amounts
         utilized by the  Company to repay any debt of the  Company  relating to
         the Inland Leases as set forth above,  shall be identified to Purchaser
         prior to the Closing  and shall  remain with the Company on the Closing
         Date.

          4.  EFFECT ON STOCK SALE  AGREEMENT.  Except as set forth above and in
the Prior Amendment,  all provisions of the Stock Sale Agreement shall remain in
full force and effect.

          5.  INCORPORATION.  The Stock Sale Agreement is hereby further amended
by  replacing  Exhibit C and  attaching  Exhibits C-1 and E (each as attached to
this Amendment) to the Stock Sale Agreement.








                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment to be executed and delivered by their duly authorized  representatives
as of the day and year first above written.


                         PLM INTERNATIONAL, INC., Seller


                         By:   ROBERT N. TIDBALL
                         Name:    Robert N. Tidball
                         Title:   Chairman of the Board



                         GUARANTY FEDERAL BANK,
                         F.S.B., Purchaser


                         By:   Ronald D. Murff
                         Name:    Ronald D. Murff
                         Title:   Chief Financial Officer






                                    SIGNATURE

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


                                  PLM INTERNATIONAL, INC.
                                  (Registrant)

DATE:   March 9, 2000

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