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 FISCAL QUARTER ENDED JUNE 30, 1999

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(D) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO


                          COMMISION FILE NUMBER 1-10553
                             -----------------------


                          PLM EQUIPMENT GROWTH FUND II
             (Exact name of registrant as specified in its charter)


CALIFORNIA                           94-3041013
(State or other jurisdiction of      (I.R.S. Employer
incorporation or organization)       Identification No.)

ONE MARKET, STEUART STREET TOWER
SUITE 800, SAN FRANCISCO, CA         94105-1301
(Address of principal                (Zip code)
executive offices)



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


    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 ______



<PAGE>




                          PLM EQUIPMENT GROWTH FUND II
                            (A LIMITED PARTNERSHIP)
                                 BALANCE SHEET
                 (in thousands of dollars, except unit amounts)



<TABLE>
<CAPTION>


                                                                                  June 30,      December 31,
                                                                                    1999            1998
                                                                               -------------------------------
ASSETS

<S>                                                                             <C>              <C>
Equipment held for operating lease, at cost                                     $    33,686      $   36,212
Less accumulated depreciation                                                       (25,995)        (27,223)
                                                                               -------------------------------
     Net equipment                                                                    7,691           8,989

Cash and cash equivalents                                                             1,557           1,986
Accounts receivable, less allowance for doubtful
    Accounts of $98 in 1999 and $91 in 1998                                             767             975
Investment in an unconsolidated special-purpose entity                                  598             494
Prepaid expenses and other assets                                                        11              30

      Total assets                                                              $    10,624      $   12,474
                                                                               ===============================


LIABILITIES AND PARTNERS' CAPITAL


Liabilities:
Accounts payable and accrued expenses                                           $       350      $      352
Due to affiliates                                                                        57              83
Lessee deposits and reserve for repairs                                                 867             772
                                                                               -------------------------------
    Total liabilities                                                                 1,274           1,207
                                                                               -------------------------------

Partners' capital:
Limited partners (7,381,805 depositary units as of
    June 30, 1999 and December 31, 1998)                                              9,350          11,267
General Partner                                                                          --              --
                                                                               -------------------------------
    Total partners' capital                                                           9,350          11,267
                                                                               -------------------------------

      Total liabilities and partners' capital                                   $    10,624      $   12,474
                                                                               ===============================

</TABLE>
















                 See accompanying notes to financial statements.

                                                      -1-


<PAGE>




                          PLM EQUIPMENT GROWTH FUND II
                            (A Limited Partnership)
                              STATEMENTS OF INCOME
        (in thousands of dollars, except weighted-average unit amounts)

<TABLE>
<CAPTION>

                                                       For the Three Months                   For the Six Months
                                                          Ended June 30,                        Ended June 30,

                                                        1999           1998                 1999             1998
                                                   -------------------------------------------------------------------
REVENUES

<S>                                                  <C>            <C>                  <C>              <C>
Lease revenue                                        $   1,420      $   1,821            $   2,877        $   3,697
Interest and other income                                   19             54                   43              126
Net gain on disposition of equipment                        81          1,363                  233            5,608
                                                   -------------------------------------------------------------------
    Total revenues                                       1,520          3,238                3,153            9,431
                                                   -------------------------------------------------------------------

EXPENSES

Depreciation                                               488            612                1,002            1,326
Repairs and maintenance                                    441            551                  855              996
Interest expense                                            --             --                   --               47
Insurance expense to affiliate                              --             24                   --               24
Other insurance expense                                      8             18                   18               40
Management fees to affiliate                                63             90                  142              188
General and administrative expenses
      to affiliates                                         57            121                  140              244
Other general and administrative expenses                  136            196                  317              454
Provision for (recovery of) bad debt                        13             15                   10              (73)
                                                   -------------------------------------------------------------------
    Total expenses                                       1,206          1,627                2,484            3,246
                                                   -------------------------------------------------------------------

Equity in net loss of unconsolidated
      special-purpose entities                            (180)          (141 )               (313)            (253)
                                                   -------------------------------------------------------------------

Net income                                           $     134      $   1,470            $     356        $   5,932
                                                   ===================================================================

PARTNERS' SHARE OF NET INCOME:

Limited partners                                     $      77      $   1,217            $     243        $   5,621
General Partner                                             57            253                  113              311
                                                   -------------------------------------------------------------------

Total                                                $     134      $   1,470            $     356        $   5,932
                                                   ===================================================================

Net income per weighted-average depositary
      Unit                                           $    0.01      $    0.16            $    0.03        $    0.76
                                                   ===================================================================

Cash distributions                                   $   1,136      $   1,166            $   2,273        $   2,331
Special cash distributions                                  --          3,885                   --            3,885
Total cash distributions                             $   1,136      $   5,051            $   2,273        $   6,216
                                                   ===================================================================

Per weighted-average depositary unit:
Cash distributions                                   $    0.15      $    0.15            $    0.29        $    0.30
Special cash distributions                                  --           0.50                   --             0.50
Total cash distributions                             $    0.15      $    0.65            $    0.29        $    0.80
                                                   ===================================================================
</TABLE>




                 See accompanying notes to financial statements.

                                                      -2-


<PAGE>




                          PLM EQUIPMENT GROWTH FUND II
   (A Limited Partnership) STATEMENTS OF CHANGES IN PARTNERS' CAPITAL For the
                 period from December 31, 1997 to June 30, 1999
                           (in thousands of dollars)

<TABLE>
<CAPTION>


                                                                 Limited             General
                                                                Partners             Partner              Total
                                                             -------------------------------------------------------

<S>                                                          <C>                  <C>                 <C>
  Partners' capital as of December 31, 1997                  $   13,725           $      --           $    13,725

Net income                                                          5,606                 425               6,031

Cash distribution                                                  (4,373)               (231)             (4,604)

Special cash distribution                                          (3,691)               (194)             (3,885)

  Partners' capital as of December 31, 1998                        11,267                  --              11,267

Net income                                                            243                 113                 356

Cash distribution                                                  (2,160)               (113)             (2,273)
                                                             --------------------------------------------------------

  Partners' capital as of June 30, 1999                        $    9,350           $      --           $   9,350
                                                             ========================================================

</TABLE>

































                 See accompanying notes to financial statements.

                                                      -3-


<PAGE>




                          PLM EQUIPMENT GROWTH FUND II
                            (A Limited Partnership)
                            STATEMENTS OF CASH FLOWS
                           (in thousands of dollars)


<TABLE>
<CAPTION>


                                                                                         For the Six Months
                                                                                           Ended June 30,

                                                                                      1999                  1998
                                                                                ---------------------------------------
<S>                                                                               <C>                    <C>
OPERATING ACTIVITIES
Net income                                                                        $      356             $    5,932
Adjustments to reconcile net income to net cash provided
    by (used in) operating activities:
  Depreciation and amortization                                                        1,002                  1,326
  Net gain on disposition of equipment                                                  (233)                (5,608)
  Equity in net loss from unconsolidated special-purpose entities                        313                    253
  Changes in operating assets and liabilities:
    Restricted cash                                                                       --                    395
    Accounts receivable, net                                                             208                    577
    Prepaid expenses and other assets                                                     19                     31
    Accounts payable and accrued expenses                                                 (2)                   177
    Due to affiliates                                                                    (26)                  (113)
    Lessee deposits and reserve for repairs                                               95                 (1,059)
                                                                                ---------------------------------------
      Net cash provided by operating activities                                        1,732                  1,911
                                                                                ---------------------------------------

INVESTING ACTIVITIES
Proceeds from disposition of equipment                                                   529                  7,236
Liquidation distributions from unconsolidated special-purpose entity                      --                  1,425
(Additional investments in) distributions from unconsolidated special-
   purpose entities                                                                     (417)                   332
                                                                                ---------------------------------------
      Net cash provided by investing activities                                          112                  8,993
                                                                                ---------------------------------------

FINANCING ACTIVITIES
Principal payments on notes payable                                                       --                 (2,500)
Cash distribution paid to limited partners                                            (2,160)                (5,905)
Cash distribution paid to General Partner                                               (113)                  (311)
                                                                                ---------------------------------------
      Net cash used in financing activities                                           (2,273)                (8,716)
                                                                                ---------------------------------------

Net (decrease) increase in cash and cash equivalents                                    (429)                 2,188

Cash and cash equivalents at beginning of period                                       1,986                    556
                                                                                ---------------------------------------

Cash and cash equivalents at end of period                                        $    1,557             $    2,744
                                                                                =======================================

SUPPLEMENTAL INFORMATION
Interest paid                                                                     $       --             $       47
                                                                                =======================================
</TABLE>










                 See accompanying notes to financial statements.

                                                      -4-


<PAGE>



                          PLM EQUIPMENT GROWTH FUND II
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1999

1.   Opinion of Management

     In the opinion of the  management  of PLM  Financial  Services,  Inc.  (the
     General Partner),  the accompanying  unaudited financial statements contain
     all  adjustments  necessary,   consisting  primarily  of  normal  recurring
     accruals,  to present fairly the financial position of PLM Equipment Growth
     Fund II (the  Partnership)  as of June 30, 1999 and December 31, 1998,  the
     statements  of income for the three and six months  ended June 30, 1999 and
     1998,  the  statements of changes in partners'  capital for the period from
     December 31, 1997 to June 30, 1999,  and the  statements  of cash flows for
     the six months ended June 30, 1999 and 1998.  Certain  information and note
     disclosures   normally  included  in  financial   statements   prepared  in
     accordance  with  generally  accepted   accounting   principles  have  been
     condensed  or  omitted  from the  accompanying  financial  statements.  For
     further  information,  reference should be made to the financial statements
     and notes thereto included in the Partnership's  Annual Report on Form 10-K
     for the  year  ended  December  31,  1998,  on file at the  Securities  and
     Exchange Commission.

2.   Schedule of Partnership Phases

     In  accordance  with the limited  partnership  agreement,  the  Partnership
     entered  its  passive  phase  on  January  1,  1996  and as a  result,  the
     Partnership is not permitted to reinvest in equipment.  On January 1, 1999,
     the Partnership  entered its liquidation phase and has commenced an orderly
     liquidation of the Partnership  assets.  The Partnership  will terminate on
     December 31, 2006, unless terminated  earlier upon sale of all equipment or
     by certain other events.

     Since the end of 1995, in accordance  with the Partnership  Agreement,  the
     General  Partner may no longer  reinvest  cash flows and  surplus  funds in
     equipment.  All future cash flows and surplus  funds if any, are to be used
     for  distributions  to  partners,  except to the  extent  used to  maintain
     reasonable  reserves.  On January 1, 1999,  the General  Partner  began the
     liquidation phase of the Partnership with the intent to commence an orderly
     liquidation of the Partnership  assets.  During the liquidation  phase, the
     Partnership's  assets  will  continue  to be  recorded  at the lower of the
     carrying amount or fair value less cost to sell.

3.   Cash Distribution

     Cash distributions are recorded when paid and may include amounts in excess
     of net income that are considered to represent a return of capital. For the
     six months ended June 30, 1999 and 1998,  cash  distributions  totaled $2.3
     million.  For  the  three  months  ended  June  30,  1999  and  1998,  cash
     distributions  totaled  $1.1  million and $1.2  million,  respectively.  In
     addition,  a $3.9  million  special  distribution  was paid to the partners
     during the six months  ended June 30, 1998,  from the proceeds  realized on
     the sale of equipment in 1998 and 1997. No special  distributions were paid
     in the six months ended June 30, 1999.  Cash  distributions  to the limited
     partners of $1.9 million and $0.3 million for the six months ended June 30,
     1999 and 1998, respectively, were deemed to be a return of capital.

     Cash  distributions  related to the results from the second quarter of 1999
     of $1.1 million, will be paid during August 1999.

4.   Transactions with General Partner and Affiliates

     Partnership  management  fees of $0.1  million  were payable as of June 30,
     1999 and December 31, 1998.

     The   Partnership's   proportional   share  of  the  data   processing  and
     administrative  expenses  incurred  by the  unconsolidated  special-purpose
     entities  (USPEs)  was $3,000 and $4,000 for the six months  ended June 30,
     1999 and 1998,  respectively  and $3,000  and  $9,000 for the three  months
     ended June 30, 1999 and 1998, respectively.

                                                      -5-


<PAGE>



                          PLM EQUIPMENT GROWTH FUND II
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1999

5.   Equipment

     The  components  of  owned  equipment  were as  follows  (in  thousands  of
     dollars):

                                                June 30,           December 31,
                                                  1999                 1998
                                          -------------------------------------
Railcars                                     $    16,311           $    17,320
Trailers                                          11,223                11,884
Marine containers                                  6,152                 7,008
                                          -------------------------------------
                                                  33,686                36,212
Less accumulated depreciation                    (25,995)              (27,223)
      Net equipment                          $     7,691           $     8,989
                                          =====================================

     As of June 30,  1999,  all  equipment  was either on lease or  operating in
     PLM-affiliated  short-term trailer rental facilities,  except for 68 marine
     containers  and 70  railcars  with an  aggregate  net  book  value  of $0.3
     million.  As of December 31,  1998,  all  equipment  was either on lease or
     operating in PLM-affiliated  short-term trailer rental  facilities,  except
     for 6 railcars and 115 marine  containers  with an aggregate net book value
     of $0.2 million.

     During the six months ended June 30, 1999, the Partnership sold or disposed
     of marine containers,  trailers,  and railcars,  with an aggregate net book
     value of $0.3 million, for proceeds of $0.5 million.

     For the six months ended June 30, 1998, the Partnership sold or disposed an
     aircraft,  marine  containers,   trailers,  and  rail  equipment,  with  an
     aggregate net book value of $1.7 million, for proceeds of $7.3 million.

6.   Investment in Unconsolidated Special-Purpose Entity

     The net investment in an USPE consisted of a 50% interest in a trust owning
     a Boeing 737-200A  aircraft (and related assets and  liabilities)  totaling
     $0.6  million and $0.5  million as of June 30, 1999 and  December 31, 1998,
     respectively.  This aircraft was off lease as of June 30, 1999 and December
     31, 1998.





                     (This space intentionally left blank.)




                                                      -6-


<PAGE>



                          PLM EQUIPMENT GROWTH FUND II
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1999

7.   Operating Segments

     The  Partnership  operates in four  different  segments:  railcar  leasing,
     trailer  leasing,  marine  container  leasing and  aircraft  leasing.  Each
     equipment  leasing  segment  engages in  short-term  to mid-term  operating
     leases to a variety of customers. The following tables present a summary of
     the operating segments (in thousands of dollars):

<TABLE>
<CAPTION>
                                                              Marine
                                      Railcar    Trailer    Container   Aircraft
For the quarter ended June 30, 1999   Leasing    Leasing     Leasing     Leasing   All Other<F1>1 Total
-----------------------------------   -------    -------     -------     -------   ---------      -----


<S>                                 <C>         <C>          <C>         <C>        <C>         <C>
REVENUES
Lease revenue                       $    850    $   534      $   36      $    --    $    --     $ 1,420
Interest income and other                 --         --          (1)          --         20          19
Gain on disposition of equipment          --         61          20           --         --          81
Total revenues                           850        595          55           --         20       1,520

COSTS AND EXPENSES
Operations support                       280        165          --           --          4         449
Depreciation                             192        211          85           --         --         488
Management fees                           42         20           1           --         --          63
General and administrative expenses       42         60           3            1         87         193
(Recovery of) provision for bad debts     (4)        18          (1)          --         --          13
Total costs and expenses                 552        474          88            1         91       1,206
Equity in net loss of USPE                --         --          --         (180)        --        (180)
Net income (loss)                   $    298    $   121      $  (33)     $  (181)   $   (71)    $   134
                                    =====================================================================


Total assets as of June 30, 1999    $  2,578    $ 4,669      $  978      $   598    $ 1,801     $10,624
                                    =====================================================================

                                                              Marine
                                      Railcar    Trailer    Container   Aircraft
For the quarter ended June 30, 1998   Leasing    Leasing     Leasing     Leasing   All Other<F1>1 Total
-----------------------------------   -------    -------     -------     -------   ---------      -----


REVENUES
Lease revenue                       $  1,024    $   712      $   35      $    50    $    --     $ 1,821
Interest income and other                 --         --          --           --         54          54
Gain (loss) on disposition of equipment   --        232          (1)       1,132         --       1,363
Total revenues                         1,024        944          34        1,182         54       3,238

COSTS AND EXPENSES
Operations support                       335        211           1           16         30         593
Depreciation                             204        309          99          --          --         612
Management fees                           51         35           2           2          --          90
General and administrative expenses       39        138           6           10        124         317
(Recovery of) provision for bad debts     (3)        18          --           --         --          15
Total costs and expenses                 626        711         108           28        154       1,627
Equity in net loss of USPE                --         --          --         (141)        --        (141)
Net income (loss)                   $    398    $   233      $  (74)     $ 1,013    $  (100)    $ 1,470
                                    =====================================================================


Total assets as of June 30, 1998    $  3,559    $ 5,974      $1,576      $   669    $ 3,074     $ 14,852
                                    =====================================================================






     -------------------------------------
<FN>
<F1> 1 Includes  interest income and costs not identifiable to a particular
     segment, such as certain operations support, and general and administrative
     expenses.

                                                      -7-
</FN>
</TABLE>


<PAGE>



                          PLM EQUIPMENT GROWTH FUND II
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1999

7.  Operating Segments (continued)
<TABLE>
<CAPTION>

                                                              Marine
                                      Railcar    Trailer    Container   Aircraft
For the six months ended June 30, 1999Leasing    Leasing     Leasing     Leasing   All Other<F1>1    Total


<S>                                <C>           <C>         <C>        <C>        <C>            <C>

REVENUES
Lease revenue                      $  1,802      $  998      $  77      $    --    $    --        $  2,877
Interest income and other                --          --         (1)          --         44              43
Gain (loss) on disposition of
equipment                               192         103        (62)          --         --             233
Total revenues                        1,994       1,101         14           --         44           3,153

COSTS AND EXPENSES
Operations support                      575         289          1           --          8             873
Depreciation                            393         436        173           --         --           1,002
Management fees                          89          49          4           --         --             142
General and administrative expenses      88         133          6            1        229             457
(Recovery of) provision for bad debts   (10)         20         --           --         --              10
Total costs and expenses              1,135         927        184            1        237           2,484
Equity in net loss of USPE               --          --         --         (313)        --            (313)
Net income (loss)                  $    859      $  174      $(170)     $  (314)   $  (193)       $    356
                                    =====================================================================


Total assets as of June 30, 1999   $  2,578      $ 4,669    $  978      $   598    $ 1,801        $ 10,624
                                    =====================================================================


                                                              Marine
                                      Railcar    Trailer    Container   Aircraft
For the six months ended June 30, 1998Leasing    Leasing     Leasing     Leasing   All Other<F1>1    Total


REVENUES
Lease revenue                      $  2,076      $ 1,405    $  133      $    83    $     --       $  3,697
Interest income and other               --            --        --           --         126            126
Gain (loss) on disposition of equipmen  398          441       (36)       4,805          --          5,608
Total revenues                        2,474        1,846        97        4,888         126          9,431

COSTS AND EXPENSES
Operations support                      616          371         3           34          36          1,060
Depreciation                            409          641       202           74          --          1,326
Interest expense                         --           --        --           --          47             47
Management fees                         103           70         7            8          --            188
General and administrative expenses      78          282        11           14         313            698
Recovery of bad debts                    (1)          --        --          (72)         --            (73)
Total costs and expenses              1,205        1,364       223           58         396          3,246
Equity in net loss of USPE               --           --        --         (253)         --           (253)
Net income (loss)                  $  1,269      $   482    $ (126)     $ 4,577    $   (270)      $  5,932
                                    =====================================================================

Total assets as of June 30, 1998   $  3,559      $ 5,974    $ 1,576     $   669     $ 3,074       $ 14,852
                                    =====================================================================







     -------------------------------------
<FN>
<F1> 1 Includes  interest income and costs not identifiable to a particular
     segment, such as certain operations support, and general and administrative
     expenses.
</FN>
</TABLE>


                                                      -8-


<PAGE>



                          PLM EQUIPMENT GROWTH FUND II
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1999

8.   Net Income Per Weighted-Average Partnership Unit

     Net income per  weighted-average  Partnership unit was computed by dividing
     net income attributable to limited partners by the weighted-average  number
     of   Partnership   units  deemed   outstanding   during  the  period.   The
     weighted-average  number of Partnership units deemed outstanding during the
     three and six months ended June 30, 1999 and 1998 was 7,381,805.

9.   Contingencies

     The  Partnership,  together with  affiliates,  has initiated  litigation in
     various official forums in India against a defaulting Indian airline lessee
     to repossess Partnership property and to recover damages for failure to pay
     rent and failure to maintain  such  property in  accordance  with  relevant
     lease  contracts.  The  Partnership  has  repossessed  all of its  property
     previously leased to such airline,  and the airline has ceased  operations.
     In response to the  Partnership's  collection  efforts,  the airline  filed
     counter-claims  against  the  Partnership  in excess  of the  Partnership's
     claims against the airline. The General Partner believes that the airline's
     counterclaims  are completely  without merit,  and the General Partner will
     vigorously defend against such counterclaims.  The General Partner believes
     an unfavorable outcome from the counterclaims is remote.














                     (This space intentionally left blank.)




                                                      -9-


<PAGE>



ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

(I)      RESULTS OF OPERATIONS

Comparison of the PLM Equipment Growth Fund II's (the  Partnership's)  Operating
Results for the Three Months Ended June 30, 1999 and 1998

(A)      Owned Equipment Operations

Lease  revenues less direct  expenses  (defined as repairs and  maintenance  and
asset-specific  insurance  expenses)  on owned  equipment  decreased  during the
second  quarter of 1999 when  compared  to the same  quarter  of 1998.  Gains or
losses  from the sale of  equipment,  interest  and  other  income  and  certain
expenses such as depreciation and general and  administrative  expenses relating
to the  operating  segments (see Note 7 to the  financial  statements),  are not
included in the owned equipment  operation  discussion because they are indirect
in nature and not a result of operations but the result of owning a portfolio of
equipment.  The following  table presents lease revenues less direct expenses by
segment (in thousands of dollars):

                                   For the Three Months
                                       Ended June 30,
                                  1999               1998
                              -------------------------------
Railcars                      $    570          $     688
Trailers                           369                502
Marine containers                   36                 33
Aircraft                            --                 34


Railcars:  Railcar lease revenues and direct expenses were $0.9 million and $0.3
million,  respectively, for the second quarter of 1999, compared to $1.0 million
and $0.3  million,  respectively,  during  the  same  quarter  of 1998.  Railcar
contribution  decreased  in the  second  quarter of 1999,  compared  to the same
quarter of 1998, due to the sale of railcars in 1999 and 1998.

Trailers:  Trailer lease revenues and direct expenses were $0.5 million and $0.2
million,  respectively, for the second quarter of 1999, compared to $0.7 million
and $0.2 million, respectively, during the same quarter of 1998. The decrease in
trailer contribution was due to the sale of trailers in 1999 and 1998.

Marine  containers:  Marine  container  lease  revenues were $36,000 and $35,000
during  the  second  quarter  of 1999  and  1998,  respectively.  Lease  revenue
increased  $3,000 in the second  quarter of 1999  compared to the same period in
1998, due to higher  utilization of the container fleet. The increase was offset
in part,  by a decrease in lease  revenue of $2,000 due to the  reduction in the
marine container fleet resulting from the sales and  dispositions  over the past
twelve months.

Aircraft:  Aircraft lease revenues and direct expenses were $50,000 and $16,000,
respectively,  for the  second  quarter  of 1998.  The  Partnership's  remaining
aircraft was sold in 1998.

(B) Indirect Expenses Related to Owned Equipment Operations

Total indirect expenses of $0.8 million for the second quarter of 1999 decreased
from $1.1  million  for the same  quarter  in 1998.  Significant  variances  are
explained as follows:

     (i) A $0.1  million  decrease  in  depreciation  expense  from 1998  levels
reflects the effect of asset sales in 1999 and 1998.

     (ii) A $0.1 million  decrease in general and  administrative  expenses from
1998 levels due to reduced office expenses and professional services required by
the Partnership, resulting from the reduced equipment portfolio.


                                                      -10-


<PAGE>



(C) Net Gain on Disposition of Owned Equipment

Net gain on disposition of equipment for the second quarter of 1999 totaled $0.1
million,  and  resulted  from  the  disposal  or sale of  trailers,  and  marine
containers,  with an aggregate net book value of $19,000, for aggregate proceeds
of $0.1  million.  For the same  quarter  in 1998,  net gain on  disposition  of
equipment  totaled $1.4  million,  and resulted  from the disposal or sale of an
aircraft,  trailers, and marine containers,  with an aggregate net book value of
$0.6 million, for aggregate proceeds of $2.0 million.

(D)      Equity in Net Loss of Unconsolidated Special-Purpose Entities (USPEs)

Equity in net loss of  unconsolidated  special-purpose  entities  represents the
Partnership's   share  of  the  net  loss   generated   from  the  operation  of
jointly-owned  assets  accounted  for under the equity method (see Note 6 to the
financial statements).

As of June 30, 1999 and 1998, the Partnership  owned a 50% interest in an entity
which owns a commercial aircraft that was off lease during the second quarter of
1999 and 1998.  Expenses were $0.2 million and $0.1 million,  respectively,  for
the second quarter of 1999 and 1998,  respectively.  The Partnership's  share of
expenses  increased in the second quarter of 1999 due to repairs required in the
second quarter of 1999 that was not needed in the same period of 1998.

(E)      Net Income

As a result of the foregoing,  the Partnership's net income was $0.1 million for
the second  quarter of 1999,  compared to net income of $1.5 million  during the
second  quarter of 1998.  The  Partnership's  ability to operate  and  liquidate
assets,  secure leases, and re-lease those assets whose leases expire is subject
to many factors, and the Partnership's performance in the second quarter of 1999
is not necessarily  indicative of future periods. In the second quarter of 1999,
the Partnership  distributed $1.1 million to the limited partners,  or $0.15 per
weighted-average depositary unit.

Comparison of the Partnership's  Operating Results for the Six Months Ended June
30, 1999 and 1998

(A)      Owned Equipment Operations

Lease  revenues less direct  expenses  (defined as repairs and  maintenance  and
asset-specific  insurance  expenses) on owned equipment decreased during the six
months  ended June 30, 1999 when  compared to the same period of 1998.  Gains or
losses  from the sale of  equipment,  interest  and  other  income  and  certain
expenses such as depreciation and general and  administrative  expenses relating
to the  operating  segments (see Note 7 to the  financial  statements),  are not
included in the owned equipment  operation  discussion because they are indirect
in nature and not a result of operations but the result of owning a portfolio of
equipment.  The following  table presents lease revenues less direct expenses by
segment (in thousands of dollars):

                                    For the Six Months
                                     Ended June 30,
                                    1999               1998
                                  -------------------------------
Railcars                          $  1,227          $   1,461
Trailers                               709              1,034
Marine containers                       76                130
Aircraft                                --                 49


Railcars:  Railcar lease revenues and direct expenses were $1.8 million and $0.6
million,  respectively, for the six months ended June 30, 1999, compared to $2.1
million and $0.6 million, respectively,  during the same period of 1998. Railcar
contribution  decreased in the six months  ended June 30, 1999,  compared to the
same period of 1998, due to the sale of railcars in 1999 and 1998.

Trailers:  Trailer lease revenues and direct expenses were $1.0 million and $0.3
million,  respectively, for the six months ended June 30, 1999, compared to $1.4
million and $0.4  million,  respectively,  during the same  period of 1998.  The
decrease  in trailer  contribution  was due to the sale of  trailers in 1999 and
1998.

Marine containers:  Marine container lease revenues were $0.1 million during the
six months ended June 30, 1999 and 1998. The number of marine  containers  owned
by the  Partnership  has been declining over the past twelve months due to sales
and  dispositions.  The result of this  declining  fleet has been a decrease  in
marine container revenues.

Aircraft:  Aircraft  lease  revenues and direct  expenses  were $0.1 million and
$35,000, respectively, for the six months ended June 30, 1998. The Partnership's
remaining aircraft was sold in 1998.

(B) Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses of $1.6 million for the six months ended June 30, 1999
decreased from $2.2 million for the same period in 1998.  Significant  variances
are explained as follows:

     (i) A $0.3  million  decrease  in  depreciation  expense  from 1998  levels
reflects the effect of asset sales in 1999 and 1998.

     (ii) A $0.2 million  decrease in general and  administrative  expenses from
1998 levels due to reduced office expenses and professional services required by
the Partnership, resulting from the reduced equipment portfolio.

     (iii) A $47,000  decrease in interest  expense due to the  repayment of the
Partnership's outstanding debt in 1998.

     (iv) The $0.1 million  increase in bad debt expense was due to the recovery
of an outstanding receivable that had previously been reserved for as a bad debt
in the six months ended June 30, 1998. A similar recovery did not occur in 1999.

(C) Net Gain on Disposition of Owned Equipment

Net gain on  disposition  of  equipment  for the six months  ended June 30, 1999
totaled $0.2 million, and resulted from the disposal or sale of trailers, marine
containers,  and railcars, with an aggregate net book value of $0.3 million, for
aggregate  proceeds of $0.5  million.  For the same period in 1998,  net gain on
disposition  of equipment  totaled $5.6  million,  and resulted from the sale or
disposal of an aircraft,  marine  containers,  trailers,  and railcars,  with an
aggregate  net book  value  of $1.7  million,  for  aggregate  proceeds  of $7.3
million.

(D) Equity in Net Loss of Unconsolidated Special-Purpose Entities

Equity in net loss of  unconsolidated  special-purpose  entities  represents the
Partnership's   share  of  the  net  loss   generated   from  the  operation  of
jointly-owned  assets  accounted  for under the equity method (see Note 6 to the
financial statements).

As of June 30, 1999 and 1998, the Partnership  owned a 50% interest in an entity
which owns a commercial  aircraft that was off lease during the six months ended
June 30, 1999 and 1998. The Partnership's  share of expenses for this entity was
$0.3 million for the six months  ended June 30, 1999 and 1998.  During the first
six months of 1998, the General  Partner sold for  approximately  its book value
the Partnership's 23% investment in an entity that owned an aircraft.

(E) Net Income

As a result of the foregoing,  the Partnership's net income was $0.4 million for
the six  months  ended June 30,  1999,  compared  to net income of $5.9  million
during the six months ended June 30, 1998. The Partnership's  ability to operate
and liquidate  assets,  secure  leases,  and re-lease  those assets whose leases
expire is subject to many factors, and the Partnership's  performance in the six
months ended June 30, 1999 is not necessarily  indicative of future periods.  In
the six months ended June 30, 1999, the Partnership  distributed $2.2 million to
the limited partners, or $0.29 per weighted-average depositary unit.


                                                      -11-


<PAGE>



(II)     FINANCIAL CONDITION - CAPITAL RESOURCES AND LIQUIDITY

For the six months ended June 30, 1999, the  Partnership  generated $1.3 million
in operating cash (net cash provided by operating  activities less investment in
the USPE to fund its  operations)  to meet its operating  obligations,  but used
undistributed  available  cash from prior  periods  and asset sale  proceeds  of
approximately $1.0 million to maintain the level of distributions (total of $2.3
million in the six months ended June 30, 1999) to the partners.

During the six months ended June 30, 1999, the  Partnership  sold or disposed of
marine containers,  trailers, and railcars,  with an aggregate net book value of
$0.3 million, for proceeds of $0.5 million.

Lessee  deposits and reserve for repairs  increased  $0.1 million during the six
months  ended June 30, 1999 due to the prepaid  lease  revenue  received  during
1999. No prepaid lease revenue was received at the end of 1998.

The General  Partner has not  planned any  expenditures,  nor is it aware of any
contingencies that would cause the Partnership to require any additional capital
to that mentioned above.

The Partnership is in its active liquidation phase. As a result, the size of the
Partnership's remaining equipment portfolio and, in turn, the amount of net cash
flows from  operations will continue to become  progressively  smaller as assets
are sold. Although  distribution levels may be reduced,  significant asset sales
may result in special distributions to the partners.

The amounts  reflected for assets and  liabilities of the  Partnership  have not
been adjusted to reflect  liquidation  values.  The equipment  portfolio that is
actively being marketed for sale by the General Partner  continues to be carried
at the lower of depreciated  cost or fair value less cost of disposal.  Although
the  General  Partner   estimates  that  there  will  be  distributions  to  the
Partnership  after final disposal of assets and settlement of  liabilities,  the
amounts  cannot  be  accurately  determined  prior  to  actual  disposal  of the
equipment.

(III) EFFECTS OF YEAR 2000

It is possible that the General Partner's  currently installed computer systems,
software  products,  and other business  systems,  or those of the Partnership's
vendors,  service  providers,   and  customers,   working  either  alone  or  in
conjunction  with other  software or systems,  may not accept  input of,  store,
manipulate,  and  output  dates on or after  January  1, 2000  without  error or
interruption,  a possibility commonly known as the "Year 2000" or "Y2K" problem.
As the  Partnership  relies  substantially  on the  General  Partner's  software
systems,   applications   and  control   devices  in  operating  and  monitoring
significant  aspects of its  business,  any Year 2000  problem  suffered  by the
General  Partner  could  have a  material  adverse  effect on the  Partnership's
business, financial condition and results of operations.

The General Partner has  established a special Year 2000 oversight  committee to
review  the  impact of Year  2000  issues on its  business  systems  in order to
determine  whether  such systems will retain  functionality  after  December 31,
1999.  As of June  30,  1999,  the  General  Partner  has  completed  inventory,
assessment,  remediation  and testing stages of its Year 2000 review of its core
business  information  systems.   Specifically,  the  General  Partner  (a)  has
integrated Year  2000-compliant  programming  code into its existing  internally
customized and internally developed transaction  processing software systems and
(b) the General Partner's  accounting and asset management software systems have
been made Year 2000  compliant.  In addition,  numerous other  software  systems
provided  by vendors and  service  providers  have been  replaced  with  systems
represented by the vendor or service provider to be Year 2000 functional.  These
systems  will be fully  tested  September  by 30,  1999 and are  expected  to be
compliant.

As of June 30, 1999, the costs incurred and allocated to the Fund to become Year
2000  compliant  have not been material and does not  anticipate  any additional
Year 2000-compliant expenditures.

Some risks  associated  with the Year 2000 problem are beyond the ability of the
Partnership or General  Partner to control,  including the extent to which third
parties can address the Year 2000 problem.  The General Partner is communicating
with vendors, services providers, and customers in order to assess the Year 2000
readiness of such parties and the extent to which the  Partnership is vulnerable
to any  third-party  Year 2000  issues.  As part of this  process,  vendors  and
service providers were ranked in terms of the relative importance of the service
or product  provided.  All service  providers and vendors who were identified as
medium to high relative  importance were surveyed to determine Year 2000 status.
The General Partner has received  satisfactory  responses to Year 2000 readiness
inquiries from surveyed service providers and vendors.

It is possible that certain of the  Partnership's  equipment lease portfolio may
not be  Year  2000  compliant.  The  General  Partner  has  contacted  equipment
manufacturers of the portion of the  Partnership's  leased  equipment  portfolio
identified  as date  sensitive  to assure  Year 2000  compliance  or to  develop
remediation  strategies.  The  Partnership  does not expect that  non-Year  2000
compliance  of its leased  equipment  portfolio  will have an  adverse  material
impact on its  financial  statements.  The  General  Partner  has  surveyed  the
majority of its  lessees  and the  majority  of those  surveyed  have  responded
satisfactorily to Year 2000 readiness inquiries.

There can be no  assurance  that the  software  systems of such  parties will be
converted or made Year 2000 compliant in a timely manner. Failure by the General
Partner  or such  other  parties  to make  their  respective  systems  Year 2000
compliant  could  have a  material  adverse  effect on the  business,  financial
position, and results of operations of the Partnership.  The General Partner has
made and will  continue an ongoing  effort to recognize  and evaluate  potential
exposure  relating to third party Year 2000  noncompliance.  The General Partner
will  implement  a  contingency  plan if the  General  Partner  determines  that
third-party   noncompliance   would  have  a  material  adverse  effect  on  the
Partnership's business, financial position, or results of operation.

The General  Partner is currently  developing a contingency  plan to address the
possible failure of any systems or vendors or service providers due to Year 2000
problems.  For the purpose of such  contingency  planning,  a reasonably  likely
worst case scenarios primarily  anticipate a) an inability to access systems and
data on a temporary basis resulting in possible delay in reconciliation of funds
received or payment of monies owed,  or b) an inability to  continuously  employ
equipment  assets  due to  temporary  Year  2000  related  failure  of  external
infrastructure  necessary to the ongoing operation of the equipment. The General
Partner is evaluating  whether there are  additional  scenarios,  which have not
been  identified.  Contingency  planning  will  encompass  strategies  up to and
including  manual  processes.  The General Partner  anticipates that these plans
will be completed by September 30, 1999.

(IV)     OUTLOOK FOR THE FUTURE

Since the Partnership is in its active  liquidation  phase,  the General Partner
will be seeking to  selectively  re-lease or sell assets as the existing  leases
expire.  Sale decisions will cause the operating  performance of the Partnership
to decline over the remainder of its life.  Throughout the remaining life of the
Partnership,  the Partnership may periodically make special distributions to the
partners as asset sales are completed.

Several factors may affect the Partnership's  operating  performance in 1999 and
beyond,  including  changes in the markets for the  Partnership's  equipment and
changes in the regulatory environment in which that equipment operates.

Liquidation of the  Partnership's  equipment and investment in USPE represents a
reduction in the size of the  equipment  portfolio and may result in a reduction
of contribution to the Partnership.  Other factors  affecting the  Partnership's
contribution in 1999 and beyond includes:

1.  The  Partnership's  remaining  aircraft  which,  it  jointly  owns  with  an
affiliated  Partnership  has been  off-lease  for over two years.  This aircraft
required  extensive  repairs  and  maintenance  and  has  had  difficulty  being
re-leased or sold. This aircraft will remain off-lease until it is sold.

2.  Railcar  loadings in North  America  have  continued  to be high,  however a
softening  in the market is expected in the second half of 1999,  which may lead
to lower utilization and lower contribution to the Partnership.

The  ability  of the  Partnership  to  realize  acceptable  lease  rates  on its
equipment in the different equipment markets is contingent on many factors, such
as specific market conditions and economic activity, technological obsolescence,
and government or other regulations.  The General Partner  continually  monitors
both the equipment markets and the performance of the Partnership's equipment in
these  markets.  The  General  Partner  may make an  evaluation  to  reduce  the
Partnership's  exposure  to  equipment  markets in which it  determines  that it
cannot operate equipment and achieve acceptable rates of return.

The  Partnership  intends  to use cash  flow  from  operations  to  satisfy  its
operating requirements and pay cash distributions to the partners.

(V)      FORWARD-LOOKING INFORMATION

Except for historical  information contained herein, the discussion in this Form
10-Q contains  forward-looking  statements that involve risks and uncertainties,
such as statements of the Partnership's  plans,  objectives,  expectations,  and
intentions.  The cautionary  statements made in this Form 10-Q should be read as
being applicable to all related forward-looking  statements wherever they appear
in this Form 10-Q. The Partnership's actual results could differ materially from
those discussed here.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Partnership's  primary market risk exposure is that of currency  devaluation
risk. During the six months ended June 30, 1999, 28% of the Partnership's  total
lease revenues from wholly- and  partially-owned  equipment came from non-United
States  domiciled  lessees.  Most of the leases require payment in United States
(U.S.) currency.  If these lessee's  currency  devalues against the U.S. dollar,
the lessees could  encounter  difficulty in making the U.S.  dollar  denominated
lease payments.














                     (This space intentionally left blank.)


                                                      -12-


<PAGE>



                         PART II - OTHER INFORMATION



ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

              (a)     Exhibits

                      None.

              (b)     Reports on Form 8-K

                      None.

                                                      -13-


<PAGE>



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



                             PLM EQUIPMENT GROWTH FUND II
                             By:  PLM Financial Services, Inc.
                                  General Partner



                             By: /s/Richard K Brock
Date:  July 26, 1999         ----------------------------
                             Vice President and
                             Corporate Controller


                                                      -14-
<PAGE>