-11-



                                                   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, 1997.

     [  ]         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 33-32258
                             -----------------------


                          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)

                                     ASSETS
<TABLE>
<CAPTION>

                                                                                  March 31,              December 31,
                                                                                    1997                     1996
                                                                              ------------------------------------------

   <S>                                                                          <C>                      <C>       
   Equipment held for operating leases, at cost                                 $    80,502              $   82,856
   Less accumulated depreciation                                                    (61,340 )               (62,114 )
                                                                              ------------------------------------------
     Net equipment                                                                   19,162                  20,742

   Cash and cash equivalents                                                          5,614                   7,962
   Restricted cash                                                                      295                     295
   Investment in unconsolidated special purpose entities                              1,611                   1,665
   Accounts receivable, less allowance for doubtful
     accounts of $1,191 in 1997 and $882 in 1996                                      1,961                   1,765
   Deferred charges, net of accumulated amortization of
     $212 in 1997 and $197 in 1996                                                      138                     157
   Prepaid expenses and other assets                                                    993                   1,009
                                                                              ------------------------------------------
     Total assets                                                               $    29,774              $   33,595
                                                                              ==========================================

                        LIABILITIES AND PARTNERS' CAPITAL

   Liabilities:

   Accounts payable and accrued expenses                                        $       459              $      412
   Due to affiliates                                                                    112                     110
   Notes payable                                                                     10,500                  13,000
   Lessee deposits and reserve for repairs                                            3,010                   2,827
                                                                              ------------------------------------------
     Total liabilities                                                               14,081                  16,349

   Partners' capital  (deficit):

   Limited partners  (7,381,805  depositary  units,  including 1,150  
     depositary units held in the Treasury at March 31, 1997
     and December 31, 1996)                                                          15,844                  17,434
   General Partner                                                                     (151 )                  (188 )
                                                                              ------------------------------------------
     Total partners' capital                                                         15,693                  17,246
                                                                              ------------------------------------------
     Total liabilities and partners' capital                                    $    29,774              $   33,595
                                                                              ==========================================

</TABLE>

                       See accompanying notes to financial
                                  statements.


<PAGE>



                          PLM EQUIPMENT GROWTH FUND II
                             (A Limited Partnership)

                            STATEMENTS OF OPERATIONS
                (in thousands of dollars except per unit amounts)
<TABLE>
<CAPTION>


                                                                                           For the Three Months
                                                                                              Ended March 31,
                                                                                          1997            1996
                                                                                        ----------------------------

   <S>                                                                                 <C>              <C>      
   Revenues:

     Lease revenue                                                                     $   3,038        $  3,181 
     Interest and other income                                                                81              73
     Net gain on disposition of equipment                                                    168             114
                                                                                       -----------------------------
         Total revenues                                                                    3,287           3,368

   Expenses:

     Depreciation and amortization                                                         1,223           1,467
     Management fees to affiliate                                                            128             149
     Interest expense                                                                        233             488
     Other insurance expense                                                                  30              40
     Repairs and maintenance                                                                 376             389
     Marine equipment operating expenses                                                      --               6
     General and administrative expenses
        to affiliates                                                                        214             194
     Other general and administrative expenses                                               252             286
     Provision for bad debt                                                                  326              31
                                                                                       -----------------------------
         Total expenses                                                                    2,782           3,050

   Equity in net loss of unconsolidated special
     purpose entities                                                                       (116 )          (402 )
                                                                                       -----------------------------

   Net income (loss)                                                                   $     389        $    (84 )  
                                                                                       =============================

   Partners' share of net income (loss):

     Limited Partners                                                                  $     255        $   (269 )   
     General Partner                                                                         134             185
                                                                                       -----------------------------

           Total                                                                       $     389        $    (84 )  
                                                                                       =============================

   Net income  (loss)  per  weighted  average  depositary  unit  (7,381,805  and
    7,393,536 units respectively, at March 31, 1997 and
    1996)                                                                              $    0.03        $  (0.04 ) 
                                                                                       =============================

   Cash distributions                                                                  $   1,942        $  3,127   
                                                                                       =============================

   Cash distributions per weighted average
    depositary unit                                                                    $    0.25        $   0.40   
                                                                                       =============================

</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, 1995 to March 31, 1997
                            (in thousands of dollars)

<TABLE>
<CAPTION>


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

   <S>                                                          <C>                 <C>                 <C>        
   Partners' capital (deficit) at December 31, 1995             $   18,658          $    (462 )         $  18,196  

   Net income                                                        7,464                722               8,186

   Cash distributions                                               (8,509 )             (448 )            (8,957 )

   Repurchase of depositary units                                     (179 )               --                (179 )
                                                                ---------------------------------------------------

   Partners' capital (deficit) at December  31, 1996                17,434               (188 )            17,246

   Net income                                                          255                134                 389

   Cash distributions                                               (1,845 )              (97 )            (1,942 )
                                                                ---------------------------------------------------

   Partners' capital (deficit) at March 31, 1997                $   15,844          $    (151 )         $  15,693  
                                                                ===================================================

</TABLE>


                       See accompanying notes to financial
                                  statements.





<PAGE>



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

                                                                                          For the three months
                                                                                            ended March 31,
                                                                                       1997                 1996
                                                                                   -----------------------------------

   <S>                                                                             <C>                     <C>        
   Operating activities:
     Net income (loss)                                                             $      389              $    (84 ) 
     Adjustments to reconcile net income (loss) to net
           cash provided by operating activities:
         Net gain on disposition of equipment                                            (168 )                (114 )
         Depreciation and amortization                                                  1,223                 1,467
         Equity in net loss of unconsolidated special purpose
           entities                                                                       116                   402
         Changes in operating assets and liabilities:
           Restricted cash                                                                 --                     1
           Accounts receivable, net                                                      (196 )                 404
           Prepaid expenses and other assets                                               16                    20
           Accounts payable and accrued expenses                                           47                   (67 )
           Due to affiliates                                                                2                  (182 )
           Lessee deposits and reserve for repairs                                        183                  (663 )
                                                                                   -----------------------------------
   Net cash provided by operating activities                                            1,612                 1,184
                                                                                   -----------------------------------

   Investing activities:
     Proceeds from disposition of equipment                                               544                   254
     Distributions to unconsolidated special purpose entities                             (62 )                 (20 )
     Payments for capital improvements                                                     --                    (5 )
                                                                                   -----------------------------------
   Net cash provided by investing activities                                              482                   229
                                                                                   -----------------------------------

   Financing activities:
     Principal payments on notes payable                                               (2,500 )                  --
     Cash distributions paid to Limited partners                                       (1,845 )              (2,971 )
     Cash distributions paid to General Partner                                           (97 )                (156 )
     Repurchase of depositary units                                                        --                  (179 )
                                                                                   -----------------------------------
   Cash used in financing activities                                                   (4,442 )              (3,306 )
                                                                                   -----------------------------------

   Cash and cash equivalents:
   Net decrease in cash and cash equivalents                                           (2,348 )              (1,893 )

   Cash and cash equivalents at beginning of period                                     7,962                 6,427
                                                                                   -----------------------------------

   Cash and cash equivalents at end of period                                      $    5,614              $  4,534   
                                                                                   ===================================

   Supplemental information:
      Interest paid                                                                $      232              $    488 
                                                                                   ===================================

</TABLE>


                       See accompanying notes to financial
                                  statements.


<PAGE>


                          PLM EQUIPMENT GROWTH FUND II
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1997

1.   Opinion of Management

     In the opinion of the management of PLM Financial Services, Inc. (FSI), 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, 1997 and December 31, 1996, the
     statements  of  operations  and cash flows for the three months ended March
     31, 1997 and 1996, and the statements of changes in partners' capital,  for
     the period from  December 31, 1995 to March 31, 1997.  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,  1996,  on file at the  Securities  and
     Exchange Commission.

2.   Reclassification

     Certain amounts in the 1996 financial  statements have been reclassified to
conform to the 1997 presentation.

3    Cash Distribution

     Cash distributions are recorded when paid and totaled $1.9 million and $3.1
     million for the three months  ended March 31, 1997 and 1996,  respectively.
     Cash  distributions  to  limited  partners  in  excess  of net  income  are
     considered to represent a return of capital.  Cash distributions to limited
     partners of $1.6  million and $3.0 million for the three months ended March
     31, 1997, and 1996, respectively, were deemed to be a return of capital.

     Cash  distributions  of $1.9  million  ($0.25  per  depositary  unit)  were
     declared  on April 25,  1997,  and are to be paid on May 15,  1997,  to the
     unitholders of record as of March 31, 1997.

4.   Investment in Unconsolidated Special Purpose Entity

     The net investment in unconsolidated special purpose entity (USPE) includes
     the following  jointly-owned equipment (and related assets and liabilities)
     (in thousands):
<TABLE>
<CAPTION>

                                                         March 31,           December 31,
                                                            1997                 1996
                                                     ----------------------------------------

   <S>                                                   <C>                  <C>       
   50% interest in a trust owning a Boeing 737-
      200A aircraft                                      $   1,611            $    1,665
                                                      ---------------------------------------
   Investment in unconsolidated special purpose
      entity                                             $   1,611            $    1,665
                                                      =======================================
</TABLE>

     This investment was off-lease at March 31, 1997 and December 31, 1996.



<PAGE>


                          PLM EQUIPMENT GROWTH FUND II
                             (A Limited Partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1997

5.   General Partner and Transactions with Affiliates

     Partnership  management fees of $0.1 million and $0.1 million, were payable
     at March 31, 1997, and December 31, 1996,  respectively.  The Partnership's
     proportional  share of the USPE's  management fees expenses for the quarter
     ended  March  31,  1997 and 1996,  respectively  were $0 and  $25,000.  The
     Partnership reimbursed FSI and its affiliates $0.2 million and $0.2 million
     for administrative and data processing  services performed on behalf of the
     Partnership  for the quarter  ended March 31, 1997 and 1996,  respectively.
     The Partnership's  proportional share of the USPE's administrative and data
     processing expenses was $0 and $23,000 for the quarter ended March 31, 1997
     and 1996.

6.   Other Assets

     Included in other  assets is a spare  engine  which was  purchased in 1996.
     This engine will  replace an existing  engine in need of overhaul on one of
     the Partnership's Boeing 737-200 commercial aircraft in 1997.
     The old engine will be sold when removed from service.

7.   Equipment

     Owned equipment held for operating leases is stated at cost. The components
     of owned equipment are as follows (in thousands):
<TABLE>
<CAPTION>

                                                 March 31,          December 31,
                                                   1997                 1996
                                              --------------------------------------

   <S>                                          <C>                  <C>       
   Rail equipment                               $   18,170           $   18,183
   Marine containers                                10,499               10,640
   Aircraft                                         32,860               32,860
   Trailers and tractors                            18,973               21,173
                                               ------------------------------------
                                                    80,502               82,856
   Less accumulated depreciation                   (61,340 )            (62,114 )
                                               ------------------------------------
                                               ====================================
   Net equipment                                $   19,162           $   20,742
                                               ====================================
</TABLE>

     As of March 31, 1997,  all  equipment in the  Partnership's  portfolio  was
     either on lease or operating in  PLM-affiliated  short-term  trailer rental
     facilities,  except  for 75  marine  containers  and 3  railcars.  With the
     exception  of 71 marine  containers  and 3 railcars,  all  equipment in the
     Partnership  portfolio  was either on lease or operating  in  PLM-affiliate
     short-term  trailer  rental  facilities at December 31, 1996. The aggregate
     carrying value of equipment  off-lease was $0.2 million and $0.2 million at
     March 31, 1997 and December 31, 1996, respectively.

     During the three  months  ended March 31,  1997,  the  Partnership  sold or
     disposed of marine containers, trailers and a railcar with an aggregate net
     book value of $0.4  million,  for proceeds of $0.6  million.  For the three
     months ended March 31,  1996,  the  Partnership  sold or disposed of marine
     containers,  trailers and a railcar,  with an  aggregate  net book value of
     $0.1 million, for proceeds of $0.2 million.

8.   Notes Payable

     In the first quarter of 1997, the  Partnership  prepaid $2.5 million of the
     outstanding  note payable  representing a portion of the principal  payment
     due March 31, 1999.



<PAGE>


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

Results of Operations

Comparison of the Partnership's Operating Results for the Three Months Ended 
March 31, 1997 and 1996

(A)  Owned Equipment Operations

Lease revenues less direct expenses (defined as repairs and maintenance,  marine
equipment  operating,  and asset specific insurance expenses) on owned equipment
decreased  during the first quarter of 1997 when compared to the same quarter of
1996. The following  table presents lease revenues less direct expenses by owned
equipment type (in thousands):
<TABLE>
<CAPTION>

                                                                            For the Three Months
                                                                               Ended March 31,
                                                                            1997             1996
                                                                         ----------------------------
   <S>                                                                   <C>              <C>     
   Aircraft                                                              $    620         $    590
   Trailers                                                                   795              885
   Rail equipment                                                             925              942
   Marine containers                                                          301              354

</TABLE>

Aircraft:  Aircraft  lease  revenues and direct  expenses  were $0.6 million and
$10,000,  respectively,  for the first quarter of 1997, compared to $0.6 million
and $20,000, respectively, during the same period of 1996. Aircraft contribution
increased slightly due to the increase in lease rate for an aircraft offset by a
decrease  in the lease rate for another  aircraft  in the first  quarter of 1997
compared to the same period In 1996.

Trailers:  Trailer lease revenues and direct expenses were $0.9 million and $0.1
million,  respectively,  for the first quarter of 1997, compared to $1.0 million
and $0.1 million, respectively, during the same quarter of 1996. The decrease in
trailer  contribution  was primarily due to the sale of 86 trailers in the first
quarter of 1997.

Rail equipment: Railcar lease revenues and direct expenses were $1.2 million and
$0.3  million,  respectively,  for the  first  quarter  of 1997 and  1996.  Rail
equipment  contributions  remained the same due to the relative stability of the
railcar fleet.

Marine  containers:  Marine  container lease revenues were $0.3 million and $0.4
million during the first quarter of 1997 and 1996,  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 revenue.

(B)  Indirect Expenses Related to Owned Equipment Operations

Total indirect  expenses of $2.4 million for the first quarter of 1997 decreased
from $2.6 million for the same period in 1996.  The  variances  are explained as
follows:

     (a) A $0.2 million decrease in depreciation  and amortization  expense from
1996 levels, reflecting the effect of asset sales in 1996 and 1997.

     (b) A $0.3 million  decrease in interest  expense is due to the decrease in
the level of outstanding  debt during the first quarter of 1997 when compared to
the same period in 1996. In 1997,  the  Partnership  prepaid $2.5 million of the
outstanding note payable  representing a portion of principal  payment due March
31, 1999. In 1996, the Partnership  prepaid $14 million of the outstanding  note
payable  representing the principal payments due March 31, 1998 and a portion of
the principal payment due March 31, 1999.

     (c) A $0.3  million  increase  in bad debt  expense to reflect  the General
Partner's  evaluation of the  collectibility of receivables due from an aircraft
lessee that encountered financial difficulties.



<PAGE>


(C)  Net Gain on Disposition of Owned Equipment

Net gain on  disposition of equipment for the first quarter of 1997 totaled $0.2
million which resulted from the disposal or sale of trailers,  marine containers
and a railcar with an aggregate  net book value of $0.4  million,  for aggregate
proceeds of $0.6 million. For the same period in 1996, the $0.1 million net gain
on disposition of equipment  resulted from the sale or disposal of the trailers,
marine  containers  and a  railcar  with an  aggregate  net  book  value of $0.1
million, for proceeds of $0.2 million.

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

Net loss  generated  from the operation of  jointly-owned  assets  accounted for
under the equity method is as follows (in thousands).
<TABLE>
<CAPTION>

                                                                            For the Three Months
                                                                               Ended March 31,
                                                                            1997             1996
                                                                         ----------------------------
   <S>                                                                   <C>              <C>         
   Aircraft                                                              $   (116 )       $   (361 )  
   Mobile offshore drilling unit                                               --              (41 )

</TABLE>

Aircraft:  As of March 31, 1997 and 1996, the Partnership owned a 50% investment
in an entity which owns a commercial  aircraft.  Revenues and expenses were $0.0
and $0.1 million,  respectively, for the first quarter of 1997, compared to $0.2
million  and $0.5  million,  respectively,  for the  same  period  in 1996.  The
Partnership's  share of revenue  decreased due to the  off-lease  status of this
aircraft  during the first quarter of 1997;  this aircraft had been on-lease for
the entire first quarter of 1996. The Partnership's  share of expenses decreased
due to the repairs that were needed in 1996 to meet airworthiness conditions. In
addition,  during  1996 the  General  Partner  fully  reserved  the  uncollected
outstanding   receivables  from  the  former  troubled  lessee  related  to  the
Partnership's 50% investment in an entity which owns an aircraft.

Mobile offshore drilling unit: As of March 31, 1996, the Partnership owned a 55%
investment in an entity which owns a mobile  offshore  drilling unit (rig).  The
rig was sold in the third quarter of 1996.

(E)  Net Income (Loss)

As a result of the foregoing,  the  Partnership's net income of $0.4 million for
the first quarter of 1997,  increased from a net loss of $0.1 million during the
same period in 1996. The Partnership's  ability to operate and liquidate assets,
secure leases, and re-lease those assets whose leases expire during the duration
of the Partnership is subject to many factors and the Partnership's  performance
in the first quarter of 1997 is not necessarily indicative of future periods. In
the first  quarter of 1997,  the  Partnership  distributed  $1.8  million to the
weighted average limited partner unitholders, or $0.25 per depositary unit.

Financial Condition - Capital Resources and Liquidity

The General Partner purchased the Partnership's initial equipment portfolio with
capital raised from its initial equity offering and permanent debt financing. No
further  capital  contributions  from original  partners are permitted under the
terms of the  Partnership's  Limited  Partnership  Agreement.  The Partnership's
total outstanding  indebtedness,  currently $10.5 million, can only be increased
up to a maximum of $35 million  subject to specific  covenants  in the  existing
debt  agreement.  The  Partnership  relies  on  operating  cash flow to meet its
operating obligations, maintain working capital reserves and to the extent funds
are available make cash distributions to partners.

     In the first quarter of 1997, the Partnership used $2.5 million in proceeds
from the sale of assets and other cash on hand to prepay a portion of the fourth
annual $9 million principal installment of the loan due March 31, 1999. In 1996,
the Partnership  prepaid the third annual $9 million installment of the loan due
March 31, 1998,  and a portion of the fourth annual $9 million  installment  due
March 31, 1999.

     For the three  months  ended  March 31,  1997,  the  Partnership  generated
sufficient  operating  cash (net cash  provided  by  operating  activities  plus
distributions  from  the  unconsolidated  special  purpose  entity)  to meet its
operating obligations,  but used undistributed available cash from prior periods
of  approximately  $0.4 million to maintain the current  level of  distributions
($1.9 million) to the partners.



<PAGE>


Outlook for the Future

Since the  Partnership  is in its  holding or  passive  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. The General  Partner
anticipates  the  liquidation  of  Partnership  assets will be  completed by the
scheduled termination of the Partnership at the end of the year 2000.

     The  Partnership  intends to use cash flow from  operations  to satisfy its
operating  requirements,  pay loan principal on debt, and pay cash distributions
to the investors.






























                      (This space intentionally left blank)


<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:  May  13, 1997                       By: /s/ David J. Davis
                                               ------------------
                                               David J. Davis
                                               Vice President and
                                               Corporate Controller