<PAGE>    1


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q




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

For the quarterly period ended March 31, 1997

or

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

For the transition period from       to      




COMMISSION FILE NUMBER:  0-21480


JETFLEET AIRCRAFT II, L.P.
(Exact name of registrant as specified in its charter)


     CALIFORNIA     
     (State or other jurisdiction     
     of incorporation or organization)

       94-3137154
        (I.R.S. Employer Identification Number)
     1440 CHAPIN AVENUE, SUITE 310     94010
     BURLINGAME, CALIFORNIA     (Zip Code)
     (Address of principal executive office)

     Registrant's telephone number, including area code:     (415) 696-3900




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 the 
filing requirements for the past 90 days.     X Yes  No


On May 14, 1997, 693,505 Limited Partnership Units were outstanding.


PART I.     FINANCIAL INFORMATION
ITEM 1.     FINANCIAL STATEMENTS


                        JetFleet Aircraft II, L.P.
                                Balance Sheets
<TABLE>
<CAPTION>
                                  ASSETS
                                                March 31,     December 31,
                                                  1997           1996
                                                (Unaudited)
                                                -----------   ----------
<S>                                             <C>           <C>
Current assets

          Cash                                  $ 1,136,624   $   1,191,914
          Accounts receivable                         9,500               -
          Reserves receivable from lessees                -          29,781
          Lease payments receivable                 600,000         540,000
                                                -----------   -------------
          Total current assets                    1,746,124       1,761,695

Aircraft and aircraft engines under operating 
     leases and aircraft held for operating leases,
     net of accumulated depreciation of 
     $11,241,774 in 1997
     and $10,425,030 in 1996                     13,618,869      14,435,613

Lease payments receivable                                 -         180,000

Organization and offering costs, net 
     of accumulated amortization of
     $129,694 in 1997 and $123,141 in 1996           26,342           32,895
                                                -----------      -----------
                                                $15,391,335     $ 16,410,203
                                                ===========     ============
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:

          Accounts payable                      $   108,273     $   112,519
          Accrued maintenance costs                 575,783         501,072
          Payable to affiliates                       2,409          10,933
          Security deposits                         143,101         143,101
          Unearned interest income                   59,743          79,186
          Prepaid rent received                      27,553          27,553
                                                -----------    ------------
          Total current liabilities                 916,862         874,364

Unearned interest income                                  -           8,793
                                                -----------    ------------
Total liabilities                                   916,862         883,157

Partners' capital                                14,474,473      15,527,046
                                                -----------    ------------
                                                $15,391,335    $ 16,410,203
                                                ===========    ============
<FN>
See accompanying notes.
</TABLE>



JetFleet Aircraft II, L.P.
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>

                                                     For the Three Months
                                                         Ended March 31,
                                                     1997              1996

<S>                                               <C>             <C>
Revenues:

          Rental income                           $  667,025      $ 597,563
          Gain on sale of equipment                        -         34,859
          Interest income                             34,367         91,782
                                                  ----------      ---------
                                                     701,392        724,204

Costs and expenses:

          Management fees                             14,030         23,386
          Depreciation of aircraft and 
             aircraft engines                        816,744        810,681
          Amortization of organization 
             and offering costs                        6,553          7,982
          Maintenance costs                                -        105,000
          General and administrative                  61,903         95,554
                                                  ----------      ---------
                                                     899,230      1,042,603
                                                  ----------      ---------

Net loss                                          $ (197,838)     $(318,399)
                                                  ==========      =========
Allocation of net loss:

          General partners                        $   (9,892)     $ (15,920)
          Limited partners                          (187,946)      (302,479)
                                                  ----------      ---------

                                                  $ (197,838)     $(318,399)
                                                  ==========      =========
          Per Limited Partnership Unit            $    (0.27)     $   (0.44) 
                                                  ==========      =========

Limited Partnership Units outstanding                693,505        693,505
                                                  ==========      =========











<FN>
See accompanying notes.
</TABLE>



                       JetFleet Aircraft II, L.P.
                       Statements of Cash Flows
                            (Unaudited)
<TABLE>
<CAPTION>
                                                    For the Three Months
                                                      Ended March 31,
                                                    1997             1996


<S>                                            <C>             <C>
Net cash provided by operating activities       $   679,445    $     421,760

Investing activities:
    Payments received on capital lease              120,000          255,000
     Purchase of interests in aircraft
      and aircraft engines                                -        (140,477)
                                                -----------      ----------
          Net cash provided by
              investing activities                  120,000        114,523

Financing activities -
          Distributions                           (854,735)       (852,103)
                                                -----------      ----------
Net decrease in cash                               (55,290)        (315,820) 
                                                 ----------      ----------
Cash, beginning of period                         1,191,914       1,364,593

Cash, end of period                            $  1,136,624     $  1,048,773
                                               ===========       ============



























<FN>
See accompanying notes.
</TABLE>



                           JetFleet Aircraft II, L.P.
                           Notes to Financial Statements
                                 March 31, 1997
                                  (Unaudited)

1.     Basis of Presentation

     JetFleet Aircraft II, L.P. ("JetFleet II") is a California limited 
partnership formed on June 24, 1991 for the purpose of acquiring a portfolio 
of aircraft and aircraft engines, or interests therein, which are subject to 
triple net leases.  The accompanying unaudited financial statements reflect 
all adjustments (consisting of only normal recurring accruals) which are, in 
the opinion of CMA Capital Group, the Corporate General Partner ("Group"), 
necessary for a fair presentation of the financial results.  The results of 
operations of such period are not necessarily indicative of results of 
operations for a full year.  The statements should be read in conjunction with 
the Summary of Significant Accounting Policies and other notes to financial 
statements included in JetFleet II's Annual Report on Form 10-K for the period 
ended December 31, 1996.

2.     Equipment Under Operating Leases

     Dash-7 aircraft

     JetFleet II holds 75.53% and 100.00% undivided interests in two 
deHavilland DHC-7-103 aircraft, serial number 72 ("S/N 72") and serial number 
11 ("S/N 11"), respectively, and JetFleet II also holds 4.00% and 100.00% 
undivided interests in two deHavilland DHC-7-102 aircraft, serial number 57 
("S/N 57") and serial number 44 ("S/N 44"), respectively (collectively, the 
"Dash-7's").  The remaining undivided interests in S/N 72 and S/N 57 are held 
by the seller and JetFleet Aircraft, L.P. ("JetFleet"), a California limited 
partnership and an affiliate of JetFleet II (collectively, the "Co-Owners").

     At the time of purchase, the Dash-7's were subject to triple net leases 
with Johnson Controls World Services, Inc. ("JCWS") for two year terms, 
renewable in one year increments for an aggregate period of eight years.  JCWS 
operated the aircraft under an eight year contract, which commenced in 1986, 
with the United States Army for use in the Marshall Islands at the site of the 
Army's deep space research center where missile guidance systems are tested.

     During 1994, the leases with JCWS for S/N 57, S/N 11 and S/N 44 were 
extended through September 30, 1995, at reduced rent (S/N 72, as discussed 
below, was returned by JCWS during 1993).  A new contract with the United 
States Army commenced on February 15, 1995 for a term of two years with three 
two-year renewal options. The contract was awarded to Range Systems 
Engineering, a subsidiary of Raytheon Service Company ("Raytheon").  JetFleet 
II's management anticipates that the leases will continue for as long as the 
underlying government contract continues, although there is no contractual 
requirement to this effect.  During 1995 the lease was extended through 
September 30, 1996 and, during 1996, an agreement was reached to extend the 
lease through September 30, 1998 at a reduced rental rate, with an option to 
extend the term for two additional years.

     S/N 72, which, at the time of purchase, was subject to the same contract 
with JCWS as S/N 57, S/N 44 and S/N 11, was returned by JCWS during June 1993.  
In August 1993, S/N 72 was leased to Eclipse Airlines.  Upon its return from 
Eclipse, S/N 72 was leased to The AGES Group, L.P. ("AGES") for the period 
December 22, 1993 through September 1, 1994.  Upon its return by AGES, S/N 72 
underwent scheduled maintenance and other repair work.

     On March 31, 1995, S/N 72 was leased to the National Airline Commission 
of Papua New Guinea (trading as Air Niugini) ("Air Niugini") for a term of six 
months. The lease was 



JetFleet Aircraft II, L.P.
Notes to Financial Statements
March 31, 1997
(Unaudited)

2.      Equipment Under Operating Leases (continued)

     Dash-7 aircraft (continued)

subsequently extended until October 31, 1995.  JetFleet collected a total of 
$189,581 in monthly lease payments from Air Niugini during the term of the 
lease.  In addition, Air Niugini paid JetFleet its pro-rata share of 
maintenance costs of $121,058.  Upon its return by Air Niugini, S/N 72 
underwent certain scheduled maintenance and other repair work.

     On April 25, 1996, S/N 72 was leased to Air Tindi Limited ("Air Tindi") 
for a term of thirty-six months.  Air Tindi has provided a letter of credit 
which serves as a security deposit under the lease.  In addition, Air Tindi 
pays JetFleet II its pro-rata share of maintenance costs per hour of usage, 
which amount is to be applied for scheduled overhauls and inspections.  Air 
Tindi is a regional airline headquartered in Yellowknife, Northwest 
Territories, Canada and provides charter and regularly scheduled flights 
throughout the Northwest Territories.

     Other aircraft

     JetFleet II owns a 100.00% undivided interest in a deHavilland DHC-6-310, 
serial number 666 ("S/N 666"), a 100.00% undivided interest in a Fairchild 
Metro III SA-227-AC aircraft, serial number AC-576 ("S/N 576"), and a 50% 
undivided interest in a Fairchild SA226-TC aircraft, serial number TC-370 
("S/N TC-370"). The remaining undivided interest in S/N TC-370 is owned by 
JetFleet III, an affiliate of JetFleet II.

     S/N 666 is leased to Loganair Limited, a British Airways franchisee 
("Loganair"), for a term expiring on January 30, 1998.

     S/N 576 is subject to a lease with Merlin Express, Inc., a subsidiary of 
Fairchild Aircraft Incorporated ("Merlin"), for a term expiring on July 18, 
1999.  The lease contains a guaranty by Fairchild Aircraft Incorporated for 
basic rent in an amount not to exceed a total aggregate amount of $90,000.  
Merlin also pays, on a monthly basis, maintenance costs per hour of usage.  
JetFleet II holds a security deposit from Merlin of $45,000.

     S/N TC-370 is subject to a lease with Sunbird Air Services, Ltd. for a 
term expiring September 30, 2000.  The Sunbird Lease contains a guaranty by 
Air Metro for basic rent in an amount not to exceed a total aggregate amount 
of $29,250 (which guaranty is shared equally by JetFleet II and JetFleet III).  
Sunbird also pays, on a monthly basis, maintenance costs per hour of usage.

     Engines

     JetFleet II holds 100.00% undivided interests in twenty five used 
aircraft engines consisting of twenty three Pratt & Whitney PT6 engines and 
two Allison A-250-C30P engines (collectively, the "Airwork Engines").

     The Airwork Engines acquired by JetFleet II are leased back to the seller 
("Airwork") pursuant to a master lease (the "Airwork Lease") between Airwork 
and JetFleet II.  The Airwork Lease is a triple net lease and has an initial 
seven-year term, and Airwork has two two-year renewal options.  Upon the 
purchase of each engine by JetFleet II, Airwork was required to pay a 



JetFleet Aircraft II, L.P.
Notes to Financial Statements
March 31, 1997
(Unaudited)

2.     Equipment Under Operating Leases (continued)

     Engines (continued)

security deposit equal to one month of rent.  JetFleet II receives monthly 
rent in the amount of $73,615 from the Airwork Lease.

     During January 1996, Airwork notified JetFleet II of the loss of one of 
the Airwork Engines (the "First Lost Airwork Engine").  Rather than replace 
the First Lost Airwork Engine, Airwork chose to pay $211,000 to JetFleet II 
(the stipulated loss value as stated in the Airwork Lease).

     During June 1996, Airwork notified JetFleet II of the loss of another one 
of the Airwork Engines (the "Second Lost Airwork Engine").  Airwork replaced 
the Second Lost Airwork Engine with an engine of equal value, utility and 
operating condition.

     JetFleet II also holds a 100.00% undivided interest in a Pratt & Whitney 
PT6A-50 aircraft engine (the "AEI Engine").  The AEI Engine is one of two 
engines purchased from AEI in December 1993.  During 1994, both engines were 
returned to JetFleet II by AEI.  During December 1994, JetFleet II sold one of 
the engines to deHavilland, Inc.  The remaining AEI Engine is currently being 
held in inventory as a spare, and JetFleet II management is negotiating lease 
and/or sale arrangements for it.

3.     Investment in Capital Leases

     McDonnell Douglas DC-9 Aircraft

     JetFleet II owns a 50.00% interest in a McDonnell Douglas DC-9-32, serial 
number 47236 (the "Initial DC-9").  JetFleet owns the remaining 50.00% 
interest in the Initial DC-9.  The Initial DC-9 is leased back to the seller, 
Interglobal, Inc. ("Interglobal") for thirty-six months.  It is currently sub-
leased to and being operated by Aero California S.A. de CV.  Interglobal 
assigned its rights under the sublease to the Co-Owners.  JetFleet II's 
investment in the Initial DC-9 is being accounted for as a capital lease.  
Interglobal has a purchase option for a nominal amount which may be exercised 
upon expiration of the Initial DC-9 Lease.  During the three months ended 
March 31, 1997 JetFleet II recorded $6,434 of interest income attributable to 
the Initial DC-9 Lease.

     On July 10, 1995, JetFleet II purchased a 100.00% interest in a McDonnell 
Douglas DC-9-14 aircraft, serial number 45702 (the Second DC-9").  The Second 
DC-9 is subject to a lease and sub-lease with terms identical to those of the 
Initial DC-9. During the three months ended March 31, 1997, JetFleet II 
recorded $21,802 of interest income attributable to the Second DC-9 Lease.

     On August 31, 1995, JetFleet II purchased a 100.00% interest in a 
McDonnell Douglas DC-9-32 aircraft, serial number 47553 (the Third DC-9").  
The Third DC-9 was also subject to a lease and sub-lease with terms identical 
to those of the Initial DC-9.  During the second quarter of 1996, JetFleet II 
agreed to sell its interest in the Third DC-9 to Interglobal, the party from 
which it was purchased.  JetFleet II also agreed to terminate the lease with 
Interglobal, reassign the



JetFleet Aircraft II, L.P.
Notes to Financial Statements
March 31, 1997
(Unaudited)

3.     Investment in Capital Leases (continued)

     McDonnell Douglas DC-9 Aircraft (continued)

sublease with Aero California S.A. de CV back to Interglobal and issue a Bill 
of Sale to Interglobal.  JetFleet II management is currently negotiating 
investment opportunities for the sale proceeds.

4.     Subsequent Events

     On April 8, 1997 a Registration Statement on Form S-4 was filed with the 
Securities and Exchange Commission disclosing a proposed consolidation of 
JetFleet and JetFleet II into a newly incorporated Delaware corporation, 
AeroCentury Corp.  Upon effectiveness of the Registration Statement, the 
proposed consolidation will be submitted to the limited partners of JetFleet 
and JetFleet II for their approval.  If the consolidation is approved, 
JetFleet and JetFleet II will cease to exist as independent entities.


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

Capital Resources and Liquidity

     At the end of the first quarter of 1997, JetFleet II had cash balances of 
$1,191,914.  This amount was held for the distribution made to the Unitholders 
in April 1997 and to pay for accrued expenses.

     During the first quarter of 1997, JetFleet II's primary sources of 
liquidity were cash flows from leasing operations and capital lease payments.  
JetFleet II's liquidity will vary in the future, increasing to the extent cash 
flows from operations exceed expenses, and decreasing as distributions are 
made to the Unitholders and to the extent expenses exceed cash flows from 
leases.

     JetFleet II uses substantially all its operating cash flow to make cash 
distributions to its Unitholders.  Since JetFleet II's leases are triple net 
leases (the lessee pays operating and maintenance expenses, insurance and 
taxes), JetFleet II does not anticipate that it will incur significant 
operating expenses in connection with its ownership interest in the Aircraft 
as long they remain on lease.  However, JetFleet II incurred repair costs in 
1996 for S/N 72 which were $105,000 in excess of the amounts collected from 
lessees.

     JetFleet II currently has available adequate reserves to meet its 
immediate cash requirements.

     Since January 1996, JetFleet II has made distributions at an annualized 
rate of 10%.

     1997 versus 1996

     Cash flows from operations were approximately $679,000 and $422,000 
during the first quarters of 1997 and 1996, respectively.  The increase from 
year to year was partially due to a decrease in net loss of approximately 
$120,000 (see Results of Operations, below).  In addition, during the first 
quarter of 1997, JetFleet II received approximately $75,000 in maintenance 
reserves from lessees and realized unearned income of approximately $28,000.  
During the first quarter of 1996, JetFleet II received approximately $48,000 
in security deposits from lessees, but paid for accrued maintenance costs of 
approximately $12,000 and realized unearned income of approximately $83,000 
and a gain on sale of approximately $35,000.  The net change in accounts 
receivable and payable was approximately the same from year to year.

     Cash flows from investing activities were approximately the same in the 
first quarters of 1997 and 1996.  During 1997 and 1996, JetFleet II received 
payments on its capital leases totaling approximately $120,000 and $255,000, 
respectively.  In 1996, however, JetFleet II also purchased aircraft for 
approximately $140,000.

     In 1997 and 1996, there were no financing sources of cash.  Cash 
distributions to Unitholders were approximately the same in both quarters.


Results of Operations

     JetFleet II recorded net losses of <$197,838> and <$318,399> or <$0.27> 
and <$0.44> per Limited Partnership Unit outstanding for the three months 
ended March 31, 1997 and 1996, respectively.  The decreased loss was primarily 
a result of $105,000 of maintenance costs incurred by JetFleet II during the 
first quarter of 1996.  JetFleet II had no such costs during the first quarter 
of 1997.

     1997 versus 1996

     Rental income increased approximately $70,000.  This was because of the 
rental income generated by S/N 72, which was off lease during the first 
quarter of 1996.  The increase was only partially offset by the decreased rent 
for S/N 44, S/N 57 and S/N 11.

     Depreciation was approximately the same in both years.

     Management fees decreased approximately $9,000.  There was no accrual or 
payment of the equipment management fee for the first quarter of 1997 because 
the annualized rate of distributions for 1997 is not expected to meet the 
Prefered Return as defined in the prospectus.  However, JetFleet II continued 
to pay management fees to AEI in connection with the purchases of S/N 57, S/N 
44, S/N 11 and S/N 72.

     General and administrative expenses decreased approximately $34,000 from 
1996 to 1997, due to a decrease in insurance expense associated with S/N 72.

     Maintenance costs decreased approximately $105,000 from 1996 to 1997 
because JetFleet II did not incur any repair costs in 1997 for S/N 72, as a 
result of it being on lease subject to a triple net lease.


SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities Act 
of 1934, the Registrant has duly caused this report to be signed on its behalf 
by the undersigned, thereunto duly authorized on May 14, 1997.

     JETFLEET AIRCRAFT II, L.P.
<TABLE>

<S>                     <C>
By:                     CMA Capital Group,
                        Managing General Partner


                        By:     /s/ Neal D. Crispin     
                        Neal D. Crispin
                        Title:  Chief Executive Officer
</TABLE>
     Pursuant to the requirements of the Securities Act of 1934, this report 
has been signed below by the following persons in the capacities indicated on 
May 14, 1997.
<TABLE>

<S>                            <C>
Signature                      Title




/s/ Neal D. Crispin          Chief Executive and Chief Financial
-------------------
Neal D. Crispin              Officer and Chairman of the Board of
                             the Managing General Partner


/s/ Richard D. Koehler       Executive Vice President and
---------------------
Richard D. Koehler           Director of the Managing General
                             Partner

</TABLE>

EXHIBIT INDEX


Exhibit No.           Description       Page No.
------------          ------------         ---------

EX-27                Financial Data Schedule