<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, 1997

                                    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)

                              (415) 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,
                                            1997            1996
                                         --------       ------------
<S>                                    <C>                <C>
ASSETS

Investments:
 Secured notes receivable, net 
  (cost basis of $3,909,107 and 
  $3,880,883 at 1997 and 1996, 
  respectively)                        $ 1,659,107         1,630,883
 Equity investments (cost basis
  of $2,404,722 and $2,399,524 at
  1997 and 1996, respectively)           1,628,645         1,637,835
                                        ----------        ----------
 
     Total investments                   3,287,752         3,268,718

Cash and cash equivalents                3,073,163         3,243,908

Restricted cash                            644,269           642,694

Other assets                                10,752            12,706
                                        ----------        ----------

     Total                             $ 7,015,936         7,168,026
                                        ==========        ==========

LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses  $   438,396           309,815

Due to related parties                      13,267            42,869

Other liabilities                           12,779            14,594
                                        ----------        ----------

     Total liabilities                     464,442           367,278

Commitments, contingencies and 
 subsequent events
 (Notes 2, 6 and 8)

Partners' capital:
 Limited Partners
  (Units outstanding of 
  155,671 for both 1997 and 1996)        9,729,160         9,961,677
 General Partners                         (151,589)         (149,240)
 Net unrealized fair value decrease
   from cost:
   Secured notes receivable             (2,250,000)       (2,250,000)
   Equity investments                     (776,077)         (761,689)
                                        ----------        ----------

     Total partners' capital             6,551,494         6,800,748
                                        ----------        ----------

     Total                             $ 7,015,936         7,168,026
                                        ==========        ==========
</TABLE>

See accompanying notes to financial statements.
<PAGE>
STATEMENTS OF OPERATIONS (unaudited)
-----------------------------------

<TABLE>
<CAPTION>
                                   For the Three Months Ended March 31,
                                   -----------------------------------
                                             1997        1996 
                                             ----        ----
<S>                                        <C>         <C> 
Income:
 Secured notes receivable interest         $  22,462      29,012
 Short-term investment interest               37,657      54,359
 Other income                                  5,172       4,030
                                             -------     -------
   Total income                               65,291      87,401
                                             -------     -------

Costs and expenses:
 Management fees                              34,004      42,685
 Other investment expenses                   148,831      30,000
 Operating expenses:
  Lending operations and investment
   management                                 43,920      19,422
  Administrative and investor
   services                                   54,696      53,565
  Computer services                           16,043      12,545
  Professional fees                            7,861       8,964
                                             -------     -------

     Total operating expenses                122,520      94,496
                                             -------     -------

  Total costs and expenses                   305,355     167,181
                                             -------     -------

Net operating loss                          (240,064)    (79,780)

 Net realized gain from sales of
  equity investments                           5,198      32,775
 Realized losses from
  investment write-downs                          --    (115,104)
 Recoveries from investments
  previously written off                          --      81,236
                                             -------     -------

Net realized loss                           (234,866)    (80,873)

 Change in net unrealized 
  fair value:
   Secured notes receivable                       --     104,000
   Equity investments                        (14,388)    (32,626)
                                             -------     -------

Net loss                                   $(249,254)     (9,499)
                                             =======     =======

Net realized loss per Unit                 $      (1)         (1)
                                             =======     =======
</TABLE>

See accompanying notes to financial statements.

<PAGE>

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

<TABLE>
<CAPTION>
                                   For the Three Months Ended March 31,
                                   -----------------------------------
                                            1997             1996
                                            ----             ----

<S>                                         <C>               <C>
Cash flows from operating activities:
 Interest and other income received         $   65,291          81,723
 Cash paid to vendors                          (38,265)        (52,420)
 Cash paid to related parties                 (167,972)       (987,289)
 Cash paid to affiliated
  partnerships                                      --          (1,128)
                                             ---------       ---------

     Net cash used by operating 
      activities                              (140,946)       (959,114)
                                             ---------       ---------

Cash flows from investing activities:
 Secured notes receivable issued               (33,213)       (122,400)
 Repayments of secured notes receivable          4,989         103,708
 Proceeds from sales of equity investments          --          34,034
 Recoveries from investments previously 
  written off                                       --          81,236
                                             ---------       ---------

     Net cash (used) provided by investing
        activities                             (28,224)         96,578
                                             ---------       ---------

Cash flows from financing activities:
 Distributions to Limited and General
  Partners                                          --        (466,804)
                                             ---------       ---------

     Net cash used by financing 
      activities                                    --        (466,804)
                                             ---------       ---------

Net decrease in cash and
 restricted cash                              (169,170)     (1,329,340)

Cash and restricted cash at
 beginning of year                           3,886,602       5,108,537
                                             ---------       ---------

Cash and restricted cash at March 31        $3,717,432       3,779,197
                                             =========       =========

</TABLE>
See accompanying notes to financial statements.

<PAGE>
STATEMENTS OF CASH FLOWS (unaudited) (continued)
------------------------------------------------

<TABLE>
<CAPTION>
                                   For the Three Months Ended March 31,
                                   -----------------------------------
                                              1997              1996
                                              ----              ----
<S>                                          <C>               <C>
Reconciliation of net loss to 
 net cash used by operating activities:

Net loss                                    $  (249,254)        (9,499)

Adjustments to reconcile net loss
 to net cash used by operating activities:
  Net realized gain from sales of 
   equity investments                            (5,198)       (32,775)
  Realized losses from investment
   write-downs                                       --        115,104
  Recoveries from investments previously
   written off                                       --        (81,236)
  Change in net unrealized fair value:
   Secured notes receivable                          --       (104,000)
   Equity investments                            14,388         32,626
  Other, net                                         --         (5,678)

Changes in:
  Accounts payable and accrued expenses         128,581         (8,974)
  Due to/from related parties                   (29,602)      (849,467)
  Other assets                                    1,954        (14,569)
  Other, net                                     (1,815)          (646)
                                              ---------      ---------

Net cash used by operating activities       $  (140,946)      (959,114)
                                              =========      =========

</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, 1997, and December 31, 1996, and the related Statements of 
Operations and Statements of Cash Flows for the three months ended 
March 31, 1997 and 1996, 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, 1996.  The following notes to financial statements 
for activity through March 31, 1997, supplement those included in the 
Annual Report on Form 10-K.

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, 1997 and 1996, were as follows:

<TABLE>
<CAPTION>

                                                 1997           1996
                                                 ----           ----
<S>                                              <C>            <C>


Management fees                                $  34,004        42,685

Reimbursable operating expenses                  104,366        95,137

</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.  As of March 31, 1997, and 
December 31, 1996, due to related parties for such expenses were 
$18,849 and $42,869, respectively.

At March 31, 1997, a management fee receivable of $5,582 was recorded; 
this amount was reimbursed by the General Partners subsequent to 
quarter end.

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, 1997 
and 1996, of 155,671 and 157,829, respectively.

4.     Equity Investments
       ------------------

A complete listing of the Partnership's equity investments at December 
31, 1996, is included in the 1996 Annual Report.  Activity from January 
1 through March 31, 1997, consisted of


<TABLE>
<CAPTION>
                                                                    January 1 -
                                                                  March 31, 1997
                                                                -------------------
                              Investment                         Cost          Fair
Industry/Company                  Date      Position             Basis         Value
----------------              ----------    --------             -----         -----

<S>                          <C>            <C>                <C>          <C>   
Balance at January 1, 1997                                     $2,399,524     1,637,835
                                                                ---------     ---------

Significant changes:

WARRANTS:
--------

Medical
-------
Hemocleanse, Inc.             01/92         12,474 Common
                                            shares at $.50;
                                            exercised 01/97             0       (31,185)

STOCKS:
------

Medical
-------
Hemocleanse, Inc.             01/97         10,395 Common
                                            shares                  5,198        31,185

Microelectronics
----------------
Celeritek, Inc.               05/94         47,219 Common
                                            shares                      0        56,663

Telecommunications
------------------
3Com Corporation              06/95         1,490 Common
                                            shares                     (0)       (63,161)

                                                                 --------      ---------

   Total significant changes                                        5,198         (6,498)

   Other changes, net                                                   0         (2,692)
                                                                ---------      ---------

Total equity investments at March 31, 1997                     $2,404,722      1,628,645
                                                                =========      =========

</TABLE

Marketable Equity Securities
----------------------------

At March 31, 1997, and December 31, 1996, marketable equity securities 
had an aggregate cost of $387,958, and aggregate fair values of $706,655 
and $715,845, respectively.  The net unrealized gains at March 31, 1997, 
and December 31, 1996, included gross gains of $332,197 and $339,223, 
respectively.

Celeritek, Inc.
---------------

The Partnership recorded an increase in fair value of $56,663 to reflect 
the market price of the unrestricted shares at March 31, 1997.

Hemocleanse, Inc.
-----------------

In January of 1997, the Partnership exercised its warrant for common 
shares without cash and received 10,395 shares of common stock and 
realized a gain of $5,198.

3Com Corporation
----------------

The Partnership recorded a fair value decrease of $63,161 to reflect the 
market price of the unrestricted shares at March 31, 1997.

5.     Secured Notes Receivable, Net
       -----------------------------

Activity from January 1 through March 31, 1997, consisted of:


</TABLE>
<TABLE>
<S>                                                      <C>

Balance at January 1, 1997                               $1,630,883

1997 activity:

  Secured notes receivable issued                            33,213
  Repayments of secured notes receivable                     (4,989)
                                                          ---------

  Total secured notes receivable, net,
    at March 31, 1997                                    $1,659,107
                                                          =========
</TABLE>

There was no activity in the $2,250,000 allowance for loan losses during 
the first quarter of 1997.

The Partnership's secured notes receivable portfolio was on nonaccrual 
status due to the uncertainty of the borrowers' financial conditions at 
March 31, 1997, and December 31, 1996.  The Managing General Partner 
continues to monitor the progress of these companies.  The fair value at 
March 31, 1997, recognizes the Managing General Partner's estimate of 
collectibility of these notes.

All notes are secured by specific assets of the borrowing company.  The 
interest rate on notes issued during the three months ended March 31, 
1997, was 18%.

6.     Litigation and Other Investment Expenses
       ----------------------------------------

Other investment expenses in 1997 of $148,831 reflect the cost of the 
following legal actions.

The case between the Partnership and a portfolio company in the 
retail/consumer products industry against Quebecor is currently pending.  
In March of 1997, the Partnership and the portfolio company obtained a 
favorable judgment in its appeal of a prior trial court ruling that 
declared the assets of the portfolio company, for a sum not certain, are 
available to satisfy certain claims of Quebecor.  Quebecor had 
subsequently filed an appeal to the North Carolina Supreme Court.  The 
Managing General Partner believes the Partnership has adequate defenses 
and no amounts have been provided in the accompanying financial 
statements for any possible negative outcome for this matter.

In March of 1996, the Partnership filed a lawsuit in the United States 
District Court, Northern District of California, against Cyclean, Inc., 
("Cyclean"), Ecopave, L.P. ("Ecopave"), Ecopave Corp. and Stephen M. 
Vance ("Vance").

Ecopave was formed by Cyclean, Ecopave Corp. and Vance.  Cyclean, 
without the consent of the Partnership, transferred certain equipment 
worth approximately $488,000 to Ecopave that is subject to the 
Partnership's security interest. Cyclean further gave Ecopave a license 
to use its patented technology.  The equipment and intellectual property 
were security interest on a secured loan extended by the Partnership to 
Cyclean.  The Partnership thus commenced this legal action for patent 
infringement, seeking to collect approximately $3.5 million of 
indebtedness owed to the Partnership and affiliated partnerships by 
Cyclean and the recovery of the equipment from Ecopave.  In January of 
1997, a counter claim was filed by Ecopave Corp. and Vance against the 
Partnership which seeks declaration that certain patent rights held by 
the Partnership as security for the Cyclean debt are invalid as well as 
asserts a fraud claim.  In addition, the counter suit seeks compensatory 
damages of approximately $5 million and unspecified punitive damages.

As a result of a settlement conference, the above lawsuits have been 
resolved effective April 1, 1997.  The Partnership has indirectly 
purchased Ecopave Corp. and Vance's ownership interest in Ecopave for 
$5.5 million and agreed to set up an escrow account for $750,000; the 
affiliated partnerships have participated in this purchase (see Note 8 
for additional disclosure).  The Partnership's participated purchase was 
$1,815,000.  The settlement of this claim should not result in any 
material negative impact to the Partnership as the Managing General 
Partner believes that the fair value of this additional investment is 
equal to or greater than the purchase price and improves the 
Partnership's position to recover its secured notes receivable.  The 
Managing General Partner believes a settlement is the most cost 
effective resolution of this dispute for the Partnership.

At March 31, 1997, restricted cash of $644,269 represented amounts held 
in escrow accounts pending the outcome of certain litigation.


7.     Cash and Cash Equivalents
       -------------------------

At March 31, 1997, and December 31, 1996, cash and cash equivalents 
consisted of :

<TABLE>
<CAPTION>
                                             1997         1996
                                             ----         ----
<S>                                    <C>           <C>   
Demand accounts                        $    1,985        7,989
Money-market accounts                   3,071,178    3,235,919
                                        ---------    ---------
Total                                  $3,073,163    3,243,908
                                        =========    =========
</TABLE>

8.     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.  At March 31, 1997, the Partnership had unfunded 
commitments of $107,987 and $1,930,603 related to term note financings 
and equity investments, respectively.

In March, 1997, the Partnership, together with an affiliated 
partnership, were committed to deposit $750,000 into an escrow account 
as collateral for a note payable of Ecopave.  The Partnership's share of 
the deposit is $247,500.  While the Partnership expects Ecopave to repay 
the note, if the company fails to do so, the note holder may assume the 
escrow account.

<PAGE>

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, 1997, net cash used by operating 
activities totaled $140,946.  The Partnership paid management fees of 
$39,586 to the Managing General Partner and reimbursed related parties 
for operating expenses of $128,386.  In addition, other operating 
expenses of $38,265 were paid and $65,291 in interest and other income 
was received.

During the quarter ended March 31, 1997, the Partnership issued $33,213 
in secured notes receivable to a portfolio company in the 
industrial/business automation industry.  Repayments of secured notes 
receivable were $4,989.  At March 31, 1997, the Partnership was 
committed to fund $107,987 and $1,930,603 on term note financings and 
equity investments, respectively, and to fund $247,500 into an escrow 
account as disclosed in Note 8 to the financial statements.

Cash and restricted cash at March 31, 1997, were $3,717,432.  Future 
distributions will be dependent upon loan repayments from borrowing 
companies and available cash.  Operating cash reserves combined with 
proceeds from the sale of investments, interest income received on 
short-term investments and repayments of secured notes receivable are 
expected to be sufficient to fund Partnership operations and loan 
requirements of existing borrowing companies through the next twelve 
months.

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

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

Net losses were $249,254 and $9,499 for the quarters ended March 31, 
1997 and 1996, respectively.  The increase in net loss was primarily due 
to a $118,831 increase in other investment expenses, a $104,000 decrease 
in the change in net unrealized fair value of secured notes receivable, 
and a $81,236 decrease in recoveries from investments previously written 
off.  These changes were partially offset by a $115,104 decrease in 
realized losses from investment write-downs.

Other investment expenses were $148,831 and $30,000 for the quarters 
ended March 31, 1997 and 1996, respectively.  The increase was due to 
higher legal expenses related to the lawsuits as discussed in Note 6 to 
the financial statements.

The Partnership did not record a change in net unrealized fair value of 
secured notes receivable for the quarter ended March 31, 1997.  During 
the same period in 1996, the Partnership recorded an increase in fair 
value of $104,000, based upon the level of loan loss reserves deemed 
adequate by the Managing General Partner.

During the quarter ended March 31, 1996, the recovery of $81,236 related 
to portfolio companies in the medical and semiconductor equipment 
industries.  No such recovery was recorded for the same period in 1997.

There was no realized loss from investment write-down for the quarter 
ended March 31, 1997.  Realized losses from investment write-downs of 
$115,104 for the same period in 1996 related to equity investments in a 
portfolio company in the computers and computer equipment industry.

Total income was $65,291 and $87,401 during the three months ended March 
31, 1997 and 1996, respectively.  The decrease was mostly attributable 
to lower cash and cash equivalent balances in 1997.

Operating expenses were $122,520 and $94,496 for the three months ended 
March 31, 1997 and 1996, respectively.  In 1996, operating expenses were 
reduced by a $30,045 reimbursement of prior period collection expenses 
from a portfolio company in the medical industry.  Had the reimbursement 
not been received, total operating expenses would have been $124,541 for 
the quarter ended March 31, 1996.

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

II.       OTHER INFORMATION

Item 1.  Legal Proceedings

The lawsuit the Partnership filed in the United States District Court, 
Northern District of California, against Cyclean Inc., et al, and the 
related counter claims, which were previously reported in the 1996 Form 
10-K, have been resolved effective April 1, 1997.  See Note 6 to the 
financial statements for additional disclosure.

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, 1997.

(b)  Financial Data Schedule for the three months ended and as of March 
     31, 1997 (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 9, 1997       By:         /s/Debbie A. Wong
                             ------------------------------------
                                     Debbie A. Wong
                                     Vice President
                                     and Controller