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 June 30, 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 No.)
                     1440 CHAPIN AVENUE, SUITE 310
                       BURLINGAME, CALIFORNIA
                 (Address of principal executive office)
                                 94010
                              (Zip Code)
    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 August 13, 1997, 693,505 Limited Partnership Units were outstanding.


PART I.    FINANCIAL INFORMATION
ITEM 1.    FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
JetFleet Aircraft II, L.P.
Balance Sheets


ASSETS
                                               June 30,    December 31,
                                               1997              1996
                                             --------           -------
    (Unaudited)
<BTB>
<S>                                         <C>                  <C>
Current assets

        Cash                                $ 1,022,153    $  1,191,914
        Accounts receivable                       9,264               -
        Reserves receivable from lessees              -          29,781
        Lease payments receivable               450,000         540,000
                                            ------------   ------------
        Total current assets                  1,481,417       1,761,695
                                            -----------    ------------
Aircraft and aircraft engines under
    operating leases and aircraft held
    for operating leases, net of accumulated
    depreciation of $12,058,519 in 1997
    and $10,425,030 in 1996                  12,802,124      14,435,613

Lease payments receivable                             -         180,000

Organization and offering costs, net 
    of accumulated amortization of
    $136,248 in 1997 and $123,141 in 1996        19,788          32,895
                                           ------------    ------------
                                          $  14,303,329   $ 16,410,203
                                           ===========   ============
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:

        Accounts payable                   $    23,927    $    112,519
        Accrued maintenance costs              663,731        501,072
        Payable to affiliates                   23,779        10,933
        Security deposits                      143,101        143,101
        Unearned interest income                36,963        79,186
        Prepaid rent received                   27,553        27,553
                                          ------------  ------------
Total current liabilities                     919,054        874,364
Unearned interest income                            -          8,793
                                         ------------   ------------
Total liabilities                            919,054         883,157

Partners' capital                         13,384,275      15,527,046
                                        ------------    ------------

                                     $    14,303,329    $  16,410,203
                                       =============   ==============
<FN>
See accompanying notes.
</TABLE>



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

                                    For the Six Months    For the Three Months
                                        Ended June 30,      Ended June 30,
                                       1997    1996             1997    1996
                                       ------- -------    --------- ----------
<BTB>
<S>                                  <C>        <C>        <C>        <C>
Revenues:

        Rental income               $ 1,328,008  $1,270,241 $660,983  $672,678
        Gain on sale of equipment             -      34,859        -         -
        Interest income                  62,470     173,394   28,104    81,612
                                       --------  --------- ---------  ----------
                                      1,390,478   1,478,494  689,087   754,290
                                        -------    -------  --------  ----------
Costs and expenses:

        Management fees                  49,189     45,457    35,159    22,071
        Depreciation of aircraft and 
           aircraft engines           1,633,489  1,627,125   816,744   816,444
        Amortization of organization 
           and offering costs            13,107     15,963     6,553     7,981
        Maintenance costs               (64,249)   105,000   (64,249)        -
        General and 
           administrative               134,464    171,371    72,564    75,817
                                    ----------    --------   -------   -------
                                      1,766,000  1,964,916   866,771   922,313
                                    ----------    --------   -------   --------
Net loss                             $ (375,522) $(486,422)$(177,684)$(168,023)
                                       =======   ========  =======  =========
Allocation of net loss:

        General partners           $  (18,776)   $(24,321) $(8,884)  $ (8,401)
        Limited partners             (356,746)   (462,101)(168,800)  (159,622)
                                    ----------  ---------  --------  --------
                                   $ (375,522)  $(486,422)$(177,684) $(168,023)
                                      =======   ========      =======  =========
        Per Limited 
          Partnership Unit  $           (0.51)  $   (0.67)$   (0.24)  $  (0.23)
                                    =======     ========     =======  =========

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











<FN>
See accompanying notes.
</TABLE>


JetFleet Aircraft II, L.P.
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
    
                                                     For the Six Months
                                                        Ended June 30,    
                                                         1997    1996
                                                     ---------     ---------
<BTB>
<S>                                                  <C>           <C>
Net cash provided by operating activities            $ 1,327,488    $ 896,193

Investing activities:
        Payments received on capital leases             270,000      480,000
        Proceeds from sale of aircraft engines                -      211,000
        Purchase of interests in
          aircraft and aircraft engines                       -     (351,477)
                                                     ----------    ---------
            Net cash provided by 
                investing activities                   270,000       339,523

Financing activities -
        Distributions                              (1,767,249)    (1,767,248)
                                                  ------------  -------------
Net decrease in cash                                 (169,761)      (531,532)

Cash, beginning of period                           1,191,914      1,364,593
                                                  -----------    ------------
Cash, end of period                              $  1,022,153    $    833,061
                                                  =========        =========




















<FN>
See accompanying notes.
</TABLE>



JetFleet Aircraft II, L.P.
Notes to Financial Statements
June 30, 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 ("Air Niugini") for a term of six months. The lease was 
subsequently extended 



JetFleet Aircraft II, L.P.
Notes to Financial Statements
June 30, 1997
(Unaudited)

2.     Equipment Under Operating Leases (continued)

    Dash-7 aircraft (continued)

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 




JetFleet Aircraft II, L.P.
Notes to Financial Statements
June 30, 1997
(Unaudited)

2.    Equipment Under Operating Leases (continued)

    Engines (continued)

a 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 six months ended
June 30, 1997 JetFleet II recorded $10,941 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 six months ended June 30, 1997, JetFleet II recorded 
$40,075 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 seller. JetFleet II
also agreed to terminate the lease with Interglobal, reassign the sublease with 



JetFleet Aircraft II, L.P.
Notes to Financial Statements
June 30, 1997
(Unaudited)

3.    Investment in Capital Leases (continued)

    McDonnell Douglas DC-9 Aircraft (continued)

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.    Other

    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 second quarter of 1997, JetFleet II had cash balances of 
$1,022,153.  This amount was held for the distribution made to the Unitholders 
in July 1997 and to pay for accrued expenses.

    During the first six months 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.  During 
1997, JetFleet II recorded an adjustment for reimbursement of maintenance 
costs previously expensed and paid.

    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 increased $431,000.  The increase from year to 
year was partially due to a decrease in net loss of approximately $110,000 (see 
Results of Operations, below).  During the first six months of 1997, JetFleet II
had cash inflows of approximately $163,000 in maintenance reserves from 
lessees and payments on accounts receivables of approximately $20,000.  Such 
inflows were partially offset by the relief of payables of approximately $76,000
and the realization of unearned income of approximately $51,000.  During the 
first six months of 1996, JetFleet II had cash inflows of $45,000 and $19,000 
from payments on receivables and prepaid rent, respectively.  Such inflows 
were offset by payment of accrued maintenance costs of approximately $69,000 
and other payables of approximately $62,000, and realization of unearned 
income and a gain on sale of approximately $159,000 and $35,000, respectively.

    Cash flows from investing activities were approximately $70,000 lower 
during the first six months of 1997 than during the same period of 1996.  This 
was due a decrease in payments on its capital leases as a result of the sale of
the Third DC-9 during the second quarter of 1996.  In addition, JetFleet II 
purchased aircraft for approximately $140,000 during 1996.

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


Results of Operations

    JetFleet II recorded net losses of ($375,522) and ($486,422) or ($0.51) and 
($0.67) per Limited Partnership Unit outstanding for the six months ended 
June 30, 1997 and 1996, respectively, and ($177,684) and ($168,023) or ($0.24) 
and ($0.23) per Limited Partnership Unit outstanding for the three months 
ended June 30, 1997 and 1996, respectively.  

    The decreased loss for the six month periods was primarily a result of a 
decrease of approximately $105,000 in maintenance costs, the $64,000 
adjustment discussed below, and a decrease in general and administrative 
expenses, which were only partially offset by decrease in lease-related 
revenues and the absence of any gains from equipment sales during 1997.

    The increased loss for the three month periods was due to the decrease in 
lease payments as a result of the sale of the Third DC-9 and higher 
management fees, discussed below.  These items were only partially offset by 
adjustment in the amount of approximately $64,000 for reimbursement of 
maintenance costs previously expensed and paid.

    1997 versus 1996

    Rental income decreased approximately $12,000 for the three month period 
and increased approximately $58,000 for the six month period.  The increase 
for the six month period was primarily due to the rental income generated by 
S/N 72, which was off lease during the first four months of 1996.  The decrease 
for the three month period was due to the decreased rent for S/N 44, S/N 57 and 
S/N 11.

    Depreciation was approximately the same in the three month periods of both 
years.  Depreciation was approximately $6,000 higher for the six month period 
of 1997 due to the purchase of S/N TC-370 on February 27, 1996.

    Management fees were approximately the same for the six month periods 
and approximately $13,000 higher for the three month period.  The increase 
for the three month period was because 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 Preferred Return as defined in the prospectus.  However, management now 
believes that the Preferred Return will be met and, therefore, has accrued 
fees for the first and second quarters of 1997.  JetFleet II has 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 $37,000 
during the six months ended June 30, 1997 compared to the same period in 
1996.  In 1996, such expenses included insurance costs associated with S/N 72 
during its off-lease period.  No insurance costs were incurred during the six 
month period in 1997. General and administrative expenses were 
approximately the same for the three month periods ended June 30, 1996 and 1997.

    Maintenance costs decreased approximately $65,000 and $169,000 for the 
three month and six month periods ended June 30, 1997 from the same periods 
in 1996, 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.  During 1997,
JetFleet II also recorded an adjustment for reimbursement of maintenance
expenses previously expensed and paid.


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 August  13, 1997.

    JETFLEET AIRCRAFT II, L.P.
<TABLE>
<CAPTION>
                  By:    CMA Capital Group,
                  Managing General Partner
<BTB>
<S>                        <C>
 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 
August 13, 1997.

<TABLE>
<BTB>
<S>                                   <C>
    Signature                         Title




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



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

</TABLE>


EXHIBIT INDEX


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

EX-27                Financial Data Schedule