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 MARCH 31, 1999

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


                         COMMISSION 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 SHEETS
                 (in thousands of dollars, except unit amounts)

<TABLE>
<CAPTION>



                                                                                       March 31,     December 31,
                                                                                      1999            1998
                                                                                  -----------------------------
  ASSETS

  <S>                                                                             <C>             <C>       
  Equipment held for operating lease, at cost                                     $   34,219      $   36,212
  Less accumulated depreciation                                                      (26,021 )       (27,223 )
                                                                                  -----------------------------
       Net equipment                                                                   8,198           8,989

  Cash and cash equivalents                                                            2,216           1,986
  Accounts receivable, less allowance for doubtful
      accounts of $88 in 1999 and $91 in 1998                                            723             975
  Investment in an unconsolidated special-purpose entity                                 363             494
  Prepaid expenses and other assets                                                       20              30
  -------------------------------------------------------------------------------------------------------------

        Total assets                                                              $   11,520      $   12,474
                                                                                  =============================

  LIABILITIES AND PARTNERS' CAPITAL

  Liabilities:
  Accounts payable and accrued expenses                                           $      304      $      352
  Due to affiliates                                                                       73              83
  Lessee deposits and reserve for repairs                                                790             772
                                                                                  -----------------------------
      Total liabilities                                                                1,167           1,207
                                                                                  -----------------------------

  Partners' capital:
  Limited partners (7,381,805 depositary units as of
      March 31, 1999 and December 31, 1998)                                           10,353          11,267
  General Partner                                                                         --              --
                                                                                  -----------------------------
      Total partners' capital                                                         10,353          11,267
                                                                                  -----------------------------

        Total liabilities and partners' capital                                   $   11,520      $   12,474
                                                                                  =============================


</TABLE>














                       See accompanying notes to financial
                                  statements.


<PAGE>



                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                              STATEMENTS OF INCOME
                      FOR THE THREE MONTHS ENDED MARCH 31,
             (in thousands of dollars, except weighted-average unit
                                    amounts)

<TABLE>
<CAPTION>


                                                                            For the Three Months
                                                                               Ended March 31,
                                                                            1999            1998
                                                                         ----------------------------

  REVENUES

  <S>                                                                    <C>             <C>      
  Lease revenue                                                          $   1,457       $   1,876
  Interest and other income                                                     24              72
  Net gain on disposition of equipment                                         152           4,245
                                                                         ----------------------------
      Total revenues                                                         1,633           6,193

  EXPENSES

  Depreciation                                                                 514             714
  Repairs and maintenance                                                      395             445
  Equipment operating expenses                                                  20              --
  Interest expense                                                              --              47
  Insurance expense                                                              9              22
  Management fees to affiliate                                                  79              98
  General and administrative expenses to affiliates                             83             123
  Other general and administrative expenses                                    181             258
  Recovery of bad debt                                                          (3 )           (88 )
                                                                         ----------------------------
      Total expenses                                                         1,278           1,619

  Equity in net loss of unconsolidated special-
      purpose entities                                                        (133 )          (112 )
                                                                         ----------------------------

        Net income                                                       $     222       $   4,462
                                                                         ============================

  PARTNERS' SHARE OF NET INCOME

  Limited partners                                                       $     166       $   4,404
  General Partner                                                               56              58
                                                                         ----------------------------

        Total                                                            $     222       $   4,462
                                                                         ============================

  Net income per weighted-average depositary unit                        $    0.02       $    0.60
                                                                         ============================

  Cash distribution                                                      $   1,136       $   1,165
                                                                         ============================

  Cash distribution per weighted-average depositary unit                 $    0.15       $    0.15
                                                                         ============================


</TABLE>






                       See accompanying notes to financial
                                  statements.


<PAGE>



                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
            FOR THE PERIOD FROM DECEMBER 31, 1997 TO MARCH 31, 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                                                           166                 56                 222

  Cash distribution                                                 (1,080 )              (56 )            (1,136 )
                                                                ---------------------------------------------------

    Partners' capital as of March 31, 1999                      $   10,353          $      --          $   10,353 
                                                                ===================================================



</TABLE>





























                       See accompanying notes to financial
                                  statements.


<PAGE>



                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                            STATEMENTS OF CASH FLOWS
                      FOR THE THREE MONTHS ENDED MARCH 31,
                            (in thousands of dollars)

<TABLE>
<CAPTION>


                                                                                          For the Three Months
                                                                                            Ended March 31,
                                                                                       1999                 1998
                                                                                   -----------------------------------
  <S>                                                                              <C>                    <C>      
  OPERATING ACTIVITIES
  Net income                                                                       $      222             $   4,462
  Adjustments to reconcile net income to net cash provided
      by (used in) operating activities:
    Depreciation and amortization                                                         514                   714
    Net gain on disposition of equipment                                                 (152 )              (4,245 )
    Equity in net loss from unconsolidated special-purpose entities                       133                   112
    Changes in operating assets and liabilities:
      Restricted cash                                                                      --                   395
      Accounts receivable, net                                                            252                   396
      Prepaid expenses and other assets                                                    10                    15
      Accounts payable and accrued expenses                                               (48 )                  17
      Due to affiliates                                                                   (10 )                 (87 )
      Lessee deposits and reserve for repairs                                              18                  (702 )
                                                                                   -----------------------------------
        Net cash provided by operating activities                                         939                 1,077
                                                                                   -----------------------------------

  INVESTING ACTIVITIES
  Proceeds from disposition of equipment                                                  429                 5,349
  Liquidation distributions from unconsolidated special-purpose entities                   --                 1,425
  Additional investments in unconsolidated special-purpose entities                        (2 )                 (50 )
                                                                                   -----------------------------------
        Net cash provided by investing activities                                         427                 6,724
                                                                                   -----------------------------------

  FINANCING ACTIVITIES
  Principal payments on notes payable                                                      --                (2,500 )
  Cash distribution paid to limited partners                                           (1,080 )              (1,107 )
  Cash distribution paid to General Partner                                               (56 )                 (58 )
                                                                                   -----------------------------------
        Net cash used in financing activities                                          (1,136 )              (3,665 )
                                                                                   -----------------------------------

  Net increase in cash and cash equivalents                                               230                 4,136

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

  Cash and cash equivalents at end of period                                       $    2,216             $   4,692  
                                                                                   ===================================

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









                       See accompanying notes to financial
                                  statements.


<PAGE>



                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 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 March 31, 1999 and December 31, 1998, the
     statements  of income for the three  months  ended March 31, 1999 and 1998,
     the  statements of cash flows for the three months ended March 31, 1999 and
     1998,  and the  statements  of changes in partners'  capital for the period
     from December 31, 1997 to March 31, 1999. Certain  information and footnote
     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.  Beginning  January 1, 1999, the General Partner will
     begin 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 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
     three months ended March 31, 1999 and 1998, cash distributions totaled $1.1
     million and $1.2 million,  respectively.  Cash distributions to the limited
     partners of $0.9  million and $0 million for the three  months  ended March
     31, 1999 and 1998, respectively, were deemed to be a return of capital.

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

4.   Transactions with General Partner and Affiliates

     Partnership  management  fees of $0.1  million were payable as of March 31,
     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 $0 and $5,000 for the three  months  ended March 31,
     1999 and 1998, respectively.



<PAGE>


                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999

5.   Equipment

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

<TABLE>
<CAPTION>

                                                 March 31,          December 31,
                                                   1999                 1998
                                              --------------------------------------
  <S>                                           <C>                  <C>       
  Railcars                                      $   16,311           $   17,320
  Trailers                                          11,628               11,884
  Marine containers                                  6,280                7,008
                                               ------------------------------------
                                                    34,219               36,212
  Less accumulated depreciation                    (26,021 )            (27,223 )
  ---------------------------------------------------------------------------------
        Net equipment                           $    8,198           $    8,989
                                               ====================================
</TABLE>

     As of March 31,  1999,  all  equipment  was either on lease or operating in
     PLM-affiliated  short-term trailer rental facilities,  except for 71 marine
     containers and 4 railcars with an aggregate net book value of $0.1 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 three  months  ended March 31,  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 $0.4 million.

     For the three months ended March 31, 1998, the Partnership sold or disposed
     an aircraft,  marine containers,  trailers, and railcars, with an aggregate
     net book value of $1.1 million, for proceeds of $5.3 million.

6.   Investments 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
     $0.4  million and $0.5  million as of March 31, 1999 and December 31, 1998,
     respectively. This aircraft was off lease as of March 31, 1999 and December
     31, 1998.





                     (This space intentionally left blank.)





<PAGE>


                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999

7.   Operating Segments

     The  Partnership  operates in four different  segments:  aircraft  leasing,
     marine  container  leasing,  trailer  leasing  and  railcar  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
                                          Aircraft  Container   Trailer   Railcar    All
     For the quarter ended March 31, 1999 Leasing    Leasing    Leasing   Leasing    Other<F1>   Total
     ------------------------------------ -------    -------    -------   -------    ----        -----
     <S>                                   <C>       <C>        <C>       <C>        <C>       <C>     
     REVENUES
       Lease revenue                       $    --   $     41   $    464  $    952   $     --  $  1,457
       Interest income and other                --         --         --        --         24        24
       Gain (loss) on disposition of            --        (83 )       43       192         --       152
     equipment
                                          --------------------------------------------------------------
         Total revenues                         --        (42 )      507     1,144         24     1,633

     COSTS AND EXPENSES
       Operations support                       --          1        124       295          4       424
       Depreciation                             --         88        225       201         --       514
       Management fees                          --          3         29        48         --        80
       General and administrative                1          2         73        46        141       263
     expenses
       Provision for (recovery of) bad          --         --          3        (6 )       --        (3 )
     debts
                                          --------------------------------------------------------------
         Total costs and expenses                1         94        454       584        145     1,278
                                          --------------------------------------------------------------
     Equity in net loss of USPE               (133 )       --         --        --         --      (133 )
                                          --------------------------------------------------------------
                                          ==============================================================
     Net income (loss)                     $  (134 ) $   (136 ) $     53  $    560   $   (121 )$    222
                                          ==============================================================


     Total assets as of March 31, 1999     $   363   $    993   $  4,437  $  2,768   $  2,959  $ 11,520
                                          ==============================================================

<FN>

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

</FN>

</TABLE>


<TABLE>
<CAPTION>

                                                     Marine
                                          Aircraft  Container   Trailer   Railcar     All
     For the quarter ended March 31, 1998 Leasing    Leasing    Leasing   Leasing    Other<F2>   Total
     ------------------------------------ -------    -------    -------   -------    ----        -----

     <S>                                   <C>       <C>        <C>       <C>        <C>       <C>     
     REVENUES
       Lease revenue                       $    33   $     98   $    692  $  1,053   $     --  $  1,876
       Interest income and other                --         --         --        --         72        72
       Gain (loss) on disposition of         3,673        (36 )      211       397         --     4,245
     equipment
                                          --------------------------------------------------------------
         Total revenues                      3,706         62        903     1,450         72     6,193

     COSTS AND EXPENSES
       Operations support                       18          1        160       281          7       467
       Depreciation                             74        103        332       205         --       714
       Interest expense                         --         --         --        --         47        47
       Management fees                           5          5         38        50         --        98
       General and administrative                4          6        144        39        188       381
     expenses
       (Recovery of) provision for bad         (72 )       --        (17 )       1         --       (88 )
     debts
                                          --------------------------------------------------------------
         Total costs and expenses               29        115        657       576        242     1,619
                                          --------------------------------------------------------------
     Equity in net loss of USPEs              (112 )       --         --        --         --      (112 )
                                          --------------------------------------------------------------
                                          ==============================================================
     Net income (loss)                     $ 3,565   $    (53 ) $    246  $    874   $   (170 )$  4,462
                                          ==============================================================


     Total assets as of March 31, 1998     $ 1,556   $  1,544   $  5,811  $  3,763   $  5,982  $ 18,656
                                          ==============================================================
<FN>

<F2> Includes  interest  income  and  costs  not  identifiable  to a  particular
     segment,  such as  interest  expense,  and certain  operations  support and
     general and administrative expenses.

</FN>

</TABLE>

<PAGE>


                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 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 months ended March 31, 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.














                     (This space intentionally left blank.)





<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 March 31, 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 first
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):

<TABLE>
<CAPTION>

                                                                            For the Three Months
                                                                               Ended March 31,
                                                                            1999             1998
                                                                         ----------------------------
  <S>                                                                    <C>              <C>                            
  Railcars                                                               $    657         $    772                       
  Trailers                                                                    340              532
  Marine containers                                                            40               97
  Aircraft                                                                     --               15

</TABLE>

Railcars:  Railcar lease revenues and direct expenses were $1.0 million and $0.3
million,  respectively,  for the first quarter of 1999, compared to $1.1 million
and $0.3  million,  respectively,  during  the  same  quarter  of 1998.  Railcar
contribution  decreased  in the  first  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 $0.1
million,  respectively,  for the first 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 primarily due to the sale of trailers in 1999 and 1998.

Marine containers: Marine container lease revenues were $40,000 and $0.1 million
during the first  quarter of 1999 and 1998,  respectively.  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 $33,000 and $18,000,
respectively,  for the  first  quarter  of  1998.  The  Partnership's  remaining
aircraft was sold in 1998.

(B)  Indirect Expenses Related to Owned Equipment Operations

Total indirect  expenses of $0.9 million for the first quarter of 1999 decreased
from $1.2  million  for the same  quarter  in 1998.  Significant  variances  are
explained as follows:

     (i) A $0.2  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.

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

     (iv)The  $0.1  million  decrease  in  recovery  of bad  debt was due to the
application,  in  the  first  quarter  of  1998  of  security  deposits  against
uncollected  outstanding receivable for a certain lessee. A similar recovery did
not occur in 1999.

(C)  Net Gain on Disposition of Owned Equipment

Net gain on  disposition of equipment for the first quarter of 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 $0.4 million.  For the same quarter in 1998, net gain on disposition
of equipment totaled $4.2 million,  and resulted from the disposal or sale of an
aircraft,  trailers, marine containers, and railcars, with an aggregate net book
value of $1.1 million, for aggregate proceeds of $5.3 million.

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

Equity in net loss of  unconsolidated  special-purpose  entities  represents net
loss generated from the operation of  jointly-owned  assets  accounted for under
the equity method (see Note 5 to the financial statements).

As of March 31, 1999 and 1998, the Partnership owned a 50% interest in an entity
which owns a commercial  aircraft that was off lease during the first quarter of
1999 and 1998.  The  Partnership's  share of expenses  for this entity were $0.1
million  for the first  quarter of 1999 and 1998.  During  the first  quarter 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 $0.2 million for
the first  quarter of 1999,  compared to net income of $4.5  million  during the
first  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 first quarter of 1999
is not necessarily  indicative of future periods.  In the first quarter of 1999,
the Partnership  distributed $1.1 million to the limited partners,  or $0.15 per
weighted-average depositary unit.

(II) FINANCIAL CONDITION -- CAPITAL RESOURCES AND LIQUIDITY

For the quarter ended March 31, 1999, the Partnership  generated $0.9 million in
operating cash (net cash provided by operating  activities plus  non-liquidating
distributions  from  unconsolidated   special-purpose   entities)  to  meet  its
operating obligations,  but used undistributed available cash from prior periods
of  approximately  $0.2 to maintain  the level of  distributions  (total of $1.1
million in the first quarter of 1999) to the partners.

During the quarter  ended March 31, 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 $0.4 million.

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 potential 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.


<PAGE>


(III) EFFECTS OF YEAR 2000

It is possible that the General Partner's  currently installed computer systems,
software  products,  and other business systems,  or 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
problem commonly known as the "Year 2000" problem). Since 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  software  products  and other
business  systems  in  order to  determine  whether  such  systems  will  retain
functionality  after  December  31, 1999.  The General  Partner (a) is currently
integrating 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
either already been made Year 2000-compliant or Year 2000-compliant  upgrades of
such systems are planned to be implemented by the General Partner before the end
of  fiscal  1999.  Although  the  General  Partner  believes  that its Year 2000
compliance  program can be completed by the  beginning of 1999,  there can be no
assurance that the  compliance  program will be completed by that date. To date,
the  costs  incurred  and  allocated  to the  Partnership  to  become  Year 2000
compliant have not been material.  Also, the General Partner believes the future
cost  allocable to the  Partnership  to become Year 2000  compliant  will not be
material.

It is possible that certain of the  Partnership's  equipment lease portfolio may
not be  Year  2000  compliant.  The  General  Partner  is  currently  contacting
equipment  manufacturers  of the  Partnership's  leased  equipment  portfolio to
assure Year 2000 compliance or to develop  remediation  strategies.  The General
Partner  does not expect that  non-Year  2000  compliance  of the  Partnership's
leased equipment portfolio will have an adverse material impact on its financial
statements.

Some risks  associated  with the Year 2000 problem are beyond the ability of the
General  Partner or Partnership 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
compliance  readiness of such parties and the extent to which the Partnership is
vulnerable to any third-party  Year 2000 issues.  There can be no assurance that
the  software  systems  of such  parties  will be  converted  or made  Year 2000
compliant in a timely manner.  Any 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 from the Partnership. The General Partner will make an ongoing effort
to recognize and evaluate  potential  exposure relating to third-party Year 2000
non-compliance,  and will  develop a  contingency  plan if the  General  Partner
determines that third-party  non-compliance  will 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  due to the Year 2000  problems.  The  General
Partner anticipates 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.

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.

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  unpredictability  of some of these
factors,  or of their occurrence,  makes it difficult for the General Partner to
clearly  define  trends or  influences  that may impact the  performance  of the
Partnership's  equipment.  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 first quarter of 1999,  27% 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.


<PAGE>


                          PART II -- OTHER INFORMATION



ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

              (a) Exhibits

                  None.

              (b) Reports on Form 8-K

                  None.




<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




Date:  April 28, 1999               By: /s/ Richard K Brock       
                                        --------------------------
                                        Richard K Brock
                                        Vice President and
                                        Corporate Controller