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

                              FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934

             For the quarterly period ended March 31, 1999

                                OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

            For the transition period from N/A to N/A
                                           ---    ---

                      Commission File No. 0-16683

                TECHNOLOGY FUNDING SECURED INVESTORS II
          ----------------------------------------------------
         (Exact name of Registrant as specified in its charter)

          CALIFORNIA                            94-3034262
-------------------------------     -----------------------------------
(State or other jurisdiction of    (I.R.S. Employer Identification No.)
incorporation or organization) 

2000 Alameda de las Pulgas, Suite 250
San Mateo, California                                            94403
--------------------------------------                        --------
(Address of principal executive offices)                     (Zip Code)


                              (650) 345-2200
             --------------------------------------------------
            (Registrant's telephone number, including area code)

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   
                                                               ---  ---

No active market for the units of limited partnership interests ("Units") 
exists, and therefore the market value of such Units cannot be 
determined.

<PAGE>
I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

BALANCE SHEETS
--------------
<TABLE>
<CAPTION>

                                        (unaudited)
                                         March 31,        December 31,
                                           1999              1998
                                        -----------       -----------
<S>                                    <C>                <C>
ASSETS

Investments:
 Notes receivable, net (cost basis
  of $3,379,270 and $4,057,307 in
  1999 and 1998, respectively)          $3,259,270         3,937,307
 Equity investments (cost basis
  of $3,042,246 in 1999 and 1998)        1,861,859         1,861,859
                                         ---------         ---------
 
     Total investments                   5,121,129         5,799,166

Cash and cash equivalents                  528,068            28,836

Restricted cash                             16,500            16,500

Other assets                                58,906            55,272
                                         ---------         ---------

     Total assets                       $5,724,603         5,899,774
                                         =========         =========

LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses   $   65,486            73,424
Due to related parties                      18,417            11,678
Other liabilities                           10,809            10,852
                                         ---------         ---------

     Total liabilities                      94,712            95,954

Commitments and contingencies
 (Notes 2 and 7)

Partners' capital:
 Limited Partners
  (150,570 Units outstanding)            7,106,141         7,278,331
 General Partners                         (175,863)         (174,124)
 Net unrealized fair value decrease
   from cost:
   Secured notes receivable               (120,000)         (120,000)
   Equity investments                   (1,180,387)       (1,180,387)
                                         ---------         ---------

     Total partners' capital             5,629,891         5,803,820
                                         ---------         ---------

     Total liabilities and
      partners' capital                 $5,724,603         5,899,774
                                         =========         =========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

STATEMENTS OF OPERATIONS (unaudited)
-----------------------------------

<TABLE>
<CAPTION>
                                   For the Three Months Ended March 31,
                                   ------------------------------------
                                             1999         1998
                                          ----------   -----------
<S>                                       <C>           <C>
Income:
 Short-term investment interest           $    185        9,405
                                           -------      -------
     Total income                              185        9,405
                                           -------      -------

Costs and expenses:
 Management fees                            29,019       31,716
 Operating expenses                        145,095      124,717
                                           -------      -------
     Total costs and expenses              174,114      156,433
                                           -------      -------

Net realized loss                         (173,929)    (147,028)

 Change in net unrealized 
  fair value of equity investments              --     (134,341)
                                           -------      -------

Net loss                                 $(173,929)    (281,369)
                                           =======      =======

Net realized loss per Unit               $   (1.14)       (0.97)
                                           =======      =======
</TABLE>
See accompanying notes to financial statements.

<PAGE>
STATEMENTS OF CASH FLOWS (unaudited)
-----------------------------------
<TABLE>
<CAPTION>

                                       For the Three Months Ended March 31,
                                       ------------------------------------
                                                 1999             1998
                                              ---------         ---------
<S>                                          <C>              <C>
Cash flows from operating activities:
 Interest received                            $    185             9,405
 Cash paid to vendors                         (108,410)          (54,315)
 Cash paid to related parties                  (70,580)         (172,776)
                                               -------           -------

     Net cash used by operating 
      activities                              (178,805)         (217,686)
                                               -------           -------

Cash flows from investing activities:
 Purchase of equity investments                     --          (149,826)
 Repayments of secured notes receivable        678,037                --
                                               -------           -------

     Net cash provided (used) by
      investing activities                     678,037          (149,826)
                                               -------           -------

Net increase (decrease) in cash and
 restricted cash                               499,232          (367,512)

Cash and restricted cash at
 beginning of year                              45,336           933,930
                                               -------           -------
Cash and restricted cash at March 31          $544,568           566,418
                                               =======           =======

</TABLE>
See accompanying notes to financial statements.


<PAGE>

STATEMENTS OF CASH FLOWS (unaudited) (continued)
------------------------------------------------

<TABLE>
<CAPTION>
                                   For the Three Months Ended March 31,
                                   ---------------------------------------
                                                 1999            1998
                                              ----------      ---------
<S>                                           <C>             <C>
Reconciliation of net loss to net cash 
 used by operating activities:

Net loss                                      $(173,929)      (281,369)

Adjustments to reconcile net loss to net 
 cash used by operating activities:
  Change in net unrealized fair value of
   equity investments                                --        134,341

Changes in:
  Accounts payable and accrued expenses          (7,938)       (13,583)
  Due to related parties                          6,739        (31,674)
  Other                                          (3,677)       (25,401)
                                                -------        -------

Net cash used by operating
 activities                                   $(178,805)      (217,686)
                                                =======        =======

</TABLE>

See accompanying notes to financial statements.

<PAGE>

NOTES TO FINANCIAL STATEMENTS (unaudited)
----------------------------------------

1.     General
       -------

In the opinion of the Managing General Partner, the Balance Sheets as of 
March 31, 1999, and December 31, 1998, and the related Statements of 
Operations and Statements of Cash Flows for the three months ended March 
31, 1999 and 1998, reflect all adjustments which are necessary for a fair 
presentation of the financial position, results of operations and cash 
flows for such periods.  These statements should be read in conjunction 
with the Annual Report on Form 10-K for the year ended December 31, 1998.  
The following notes to financial statements for activity through March 31, 
1999, supplement those included in the Annual Report on Form 10-K. 
Allocation of income and loss to Limited and General Partners is based on 
cumulative income and loss.  Adjustments, if any, are reflected in the 
current quarter balances.

2.     Related Party Transactions
       --------------------------

Related party costs are included in costs and expenses shown on the 
Statements of Operations.  Related party costs for the three months ended 
March 31, 1999 and 1998, were as follows:

<TABLE>
<CAPTION>
                                                   1999          1998
                                                 --------      --------
<S>                                              <C>            <C>
Management fees                                  $ 29,019        31,716

Reimbursable operating expenses                    48,300       109,386
</TABLE>

Certain reimbursable expenses have been allocated and accrued based upon 
interim estimates prepared by the Managing General Partner and are adjusted 
to actual cost periodically. At March 31, 1999, $2,169 was due from related 
parties for such expenses.  At December 31, 1998, $1,645 was due to related 
parties for such expenses.

Amounts payable for management fees were $20,586 and $10,033 at March 31, 
1999 and December 31, 1998, respectively.

3.     Net Realized Income (Loss) Per Unit
       -----------------------------------

Net realized income (loss) per Unit is calculated by dividing total net 
realized income (loss) allocated to the Limited Partners by the average 
number of Units outstanding for the three months ended March 31, 1999 and 
1998 of 150,570.

4.     Notes Receivable, Net
       ---------------------
<TABLE>

A complete listing of the Partnership's notes receivable at December 31, 1998, is included in the 
1998 Annual Report on Form 10-K.  Activity from January 1 through March 31, 1999, consisted of:

                                                         January 1 through March 31, 1999
                                                         --------------------------------
                         Investment                             Cost         Fair
Industry/Company           Date           Position              Basis        Value
----------------        ----------        --------             --------     -------
<S>                       <C>         <C>                   <C>            <C>
Balance at January 1, 1999                                  $4,057,307    3,937,307

1999 activity:

Computers and Computer Equipment
--------------------------------
MARCorp                   12/89-      Secured notes
                          02/93       receivable, plus
                                      interest, totaling
                                      $13,040,411             (678,037)    (678,037)
                                                             ---------    ---------
Total notes receivable at March 31, 1999                    $3,379,270    3,259,270
                                                             =========    =========
</TABLE>


MARCorp
-------

In 1998, the company entered into an agreement to sell the majority of its 
assets to the management of one of its subsidiaries.  The Partnership has 
valued its secured notes receivable investment in the company at its 
expected share of the proceeds from this sale.  In February 1999, the 
Partnership received $678,037 of these proceeds.  The fair market value of 
the remaining proceeds at March 31, 1999 was $1,854,636.

5.     Equity Investments
       ------------------

A complete listing of the Partnership's equity investments at December 31, 
1998, is included in the 1998 Annual Report on Form 10-K.  There was no 
equity investment activity from January 1 through March 31, 1999.

6.     Cash and Cash Equivalents
       -------------------------

At March 31, 1999, and December 31, 1998, cash and cash equivalents 
consisted of:
<TABLE>
<CAPTION> 

                                                1999          1998
                                              --------      ---------
<S>                                           <C>	          <C>
Demand and brokerage accounts                 $ 30,841         27,472
Money market accounts                          497,227          1,364
                                               -------         ------
Total                                         $528,068         28,836
                                               =======         ======

</TABLE>

7.     Commitments and contingencies
       -----------------------------

The Partnership is a party to financial instruments with off-balance-sheet 
risk in the normal course of its business.  Generally, these instruments 
are equipment financing commitments or accounts receivable lines of credit 
that are outstanding but not currently fully utilized by a borrowing 
company.  As they do not represent current outstanding balances, these 
unfunded commitments are properly not recognized in the financial 
statements. The Partnership had no unfunded commitments for equity 
investments as of March 31, 1999.

The Partnership, together with an affiliated partnership, is a guarantor 
for a note payable of a portfolio company.  The Partnership's share of the 
guarantee is $247,500.

In December 1997, the Partnership together with an affiliated Partnership, 
guaranteed equipment financing for a portfolio company by depositing 
$50,000 in an escrow account with the lending institution.  The Partnership 
funded $16,500 of this deposit.  If the portfolio company fails to repay 
the line of credit, the Partnership may forego the escrowed funds.

Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations

Liquidity and Capital Resources
-------------------------------

During the three months ended March 31, 1999, net cash used by operating 
activities totaled $178,805.  The Partnership paid management fees of 
$18,466 to the Managing General Partner and reimbursed related parties for 
operating expenses of $52,114.  Other operating expenses of $108,410 were 
paid, and interest income of $185 was received.

During the three months ended March 31, 1999, the Partnership received 
$678,037 in secured notes receivable repayments.

Cash and restricted cash at March 31, 1999, were $544,568.  Future 
distributions will be dependent upon loan repayments from borrowing 
companies, future proceeds from equity investment sales, and available 
cash.  Operating cash reserves combined with proceeds from the sale of 
investments, interest income received from short-term investments, and 
repayments of secured notes receivable are expected to be sufficient to 
fund Partnership operations through the next twelve months.

Results of Operations
---------------------

Current quarter compared to corresponding quarter in the preceding year
-----------------------------------------------------------------------

Net losses were $173,929 and $281,369 for the three months ended March 31, 
1999 and 1998, respectively.  The decrease in net loss was primarily a 
result of a $134,341 increase in the change in net unrealized fair value of 
investments, partially offset by a $20,378 increase in operating expenses.

The $134,341 decrease in net unrealized fair value of investments during 
the quarter ended March 31, 1998, was primarily due to decreases in the 
microelectronics industry.

Total operating expenses were $145,095 and $124,717 for the three months 
ended March 31, 1999 and 1998, respectively.  The increase is primarily 
attributable to increased investment monitoring activities resulting from 
notes receivable collection activities.

Given the inherent risk associated with the business of the Partnership, 
the future performance of the portfolio company investments may 
significantly impact future operations.

YEAR 2000
---------

Widespread use of computer programs that use two digits rather than four to 
store, calculate, and display year values in dates may cause computer 
systems to malfunction in the year 2000, resulting in significant business 
delays and disruptions.

The Partnership's State of Readiness
------------------------------------

Computer services are provided to the Partnership by its Managing General 
Partner, Technology Funding Inc. ("TFI".)  For several years, TFI has 
sought to use Year 2000 compliant storage formats and algorithms in its 
internally-developed and maintained systems.  TFI has also completed 
initial evaluations of computer systems, software, and embedded 
technologies.  Those evaluations confirmed that certain components of its 
network server hardware and operating systems, voice mail system, e-mail 
system, and accounting software may have Year 2000 compliance issues.  
These resources and several less-critical components of the systems 
environment were all scheduled as part of normal maintenance and 
replacement cycles to be replaced or upgraded as Year 2000 compatible 
components became available from vendors during 1998 and 1999.  That 
program remains on schedule to provide Year 2000 capable systems timely 
without significant expenditures or disruption of Partnership operations.  
However, the risk remains that TFI may not be able to verify whether Year 
2000 compatibility claims by vendors are accurate, or whether changes 
undertaken to achieve Year 2000 compatibility will create other undetected 
problems in associated systems.  Therefore, TFI anticipates that Year 2000 
compliance testing and maintenance of these systems will continue as needed 
into the first quarter of 2000.  

As part of Year 2000 evaluation, TFI has also assembled a database listing 
its significant suppliers to assess the extent to which it needs to prepare 
for any of those parties' potential failure to remediate their Year 2000 
compliance issues.  TFI is reviewing public Year 2000 statements of those 
suppliers and preparing questionnaires to be sent to mission-critical 
vendors whose public statements were not adequate for assessment.  TFI will 
continue to monitor its significant suppliers as part of its Year 2000 
evaluation.  However, there can be no guarantee that the systems of other 
companies on which TFI relies will be timely converted, or that failure to 
convert will not have a material adverse effect on the Partnership and its 
operations.  TFI is also working with the Partnership's portfolio companies 
to determine the extent to which their operations are vulnerable to Year 
2000 issues.  There can be no guarantee that the systems of portfolio 
companies in which the Partnership has invested will be timely converted, 
or that their failure to convert will not have a material adverse effect on 
the Partnership.  

The Cost to Address Year 2000 Issues
------------------------------------

Expenditures in 1999 to date related to Year 2000 issues were not material 
to the Partnership's financial statements.  TFI expects that additional 
expenditures for Year 2000 compliance will not be material to the 
Partnership.  

The Risks Associated with Year 2000 Issues
------------------------------------------

Any failure by the portfolio companies in which the Partnership has 
invested, or by those portfolio companies' key suppliers or customers, to 
anticipate and avoid Year 2000 related problems at reasonable cost could 
have a material adverse effect on the value of and/or the timing of 
realization of value from the Partnership's investments.  If Year 2000 
compliance issues are not resolved by December 31, 1999, internal system 
failures or miscalculations could cause a temporary inability to process 
transactions, loss of ability to send or receive e-mail and voice mail 
messages, or disruptions in other normal business activities.  
Additionally, failure of third parties on whom TFI relies to remediate 
their Year 2000 issues timely could result in disruptions in the 
Partnership's relationship with its financial institutions, temporary 
disruptions in processing transactions, unanticipated costs, and problems 
related to the Partnership's daily operations.  While TFI continues to 
address its internal Year 2000 issues, until TFI receives and evaluates 
responses from a significant number of its suppliers, the overall risks 
associated with the Year 2000 issue remain difficult to describe and 
quantify.  There can be no guarantee that the Year 2000 issue will not have 
a material adverse effect on the Partnership and its operations.

TFI's Contingency Plan
----------------------

As part of its normal efforts to assure business continuation in the event 
of natural disasters, systems failures, or other disruptions, TFI has 
prepared contingency plans including an extensive Year 2000 contingency 
plan.  Taken together with TFI's Year 2000 remediation plan, it identifies 
potential points of failure, approaches to correcting known Year 2000 
problems, dates by which the preferred corrections are anticipated to be 
made and tested, and alternative approaches if the corrections are not 
completed timely or are later found to be inadequate.  Although backup 
systems and contingency approaches have been identified for most mission-
critical systems and vendor dependencies, there remain some systems for 
which no good alternative exists, and there may be some problems that prove 
more intractable than currently anticipated.  

II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

(a)  No reports on Form 8-K were filed by the Partnership during the 
     quarter ended March 31, 1999.

(b)  Financial Data Schedule for the three months ended and as of March 
     31, 1999 (Exhibit 27).


<PAGE>




                              SIGNATURES
                              ----------

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

                         TECHNOLOGY FUNDING SECURED INVESTORS II

                         By:  TECHNOLOGY FUNDING INC.
                              Managing General Partner





Date:  May 14, 1999      By:      /s/Michael R. Brenner
                           ------------------------------------
                                     Michael R. Brenner
                                     Controller