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

                                    FORM 10-K

                                   (Mark One)

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

               For the annual period ended      December 31, 2002
                                           ----------------------

                                       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 No. 0-20031

         AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP LIQUIDATING TRUST
         --------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

   Delaware                                                        04-3057290
    (State or other jurisdiction of                             (IRS Employer
   incorporation or organization)                         Identification No.)

             c/o Wilmington Trust Company, 1100 North Market Street,
    Wilmington, Delaware                                                19890
   (Address of principal executive offices)                        (Zip Code)

      Registrant's telephone number, including area code     (781) 676-0009
                                                         ------------------

    Securities registered pursuant to Section 12(b) of the Act          NONE
                                                                        ----

     Title of each class                        Name of each exchange on which
                                                registered

           Securities registered pursuant to Section 12(g) of the Act:

           2,714,647 Units Representing Limited Partnership Interests
           ----------------------------------------------------------
                                (Title of class)

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____  No         X
                -----

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation S-K is not contained herein, and will not be contained herein, to
the  best of registrant's knowledge, in definite proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.  [  ]

Indicate  by  check  mark  whether  the  registrant  is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Act).
 Yes____  No         X
                 -----

State  the  aggregate market value of the voting stock held by non-affiliates of
the  registrant.  Not  applicable.  Securities  are  nonvoting for this purpose.
Refer  to  Item  12  for  further  information.

<PAGE>



                            AIRFUND II INTERNATIONAL
                               LIMITED PARTNERSHIP
                                LIQUIDATING TRUST

                                    FORM 10-K

<TABLE>
<CAPTION>


                                                                                               Page

PART I
<S>       <C>                                                                                    <C>
Item 1.   Business                                                                                3

Item 2.   Properties                                                                              4

Item 3.   Legal Proceedings                                                                       4

Item 4.   Submission of Matters to a Vote of Security Holders                                     4


PART II

Item 5.   Market for the Partnership's Securities and Related Security Holder Matters             4

Item 6.   Selected Financial Data                                                                 5

Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations   5

Item 7a.  Quantitative and Qualitative Disclosures about Market Risks                            10

Item 8.   Financial Statements and Supplementary Data                                            10

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   17


PART III

Item 10.  Directors and Executive Officers of the Partnership                                    17

Item 11.  Executive Compensation                                                                 18

Item 12.  Security Ownership of Certain Beneficial Owners and Management                         19

Item 13.  Certain Relationships and Related Transactions                                         19

Item 14.  Control and Procedures                                                                 20


PART IV

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K                        20
</TABLE>









<PAGE>
PART  I

Item  1.  Business.
-------------------

(a)  General  Development  of  Business

AIRFUND II International Limited Partnership Liquidating Trust (the "Trust") was
formed as of July 18, 2002 pursuant to a Liquidating Trust Agreement of the same
date  by  and  between  Wilmington Trust Company, as Trustee (the "Trustee") and
AIRFUND  II  International,  a  Limited  Partnership  (the  "Partnership").  In
accordance  with  the terms of the settlement of the class and derivative action
lawsuit  entitled  Leonard  Rosenblum,  et  al. v. Equis Financial Group Limited
Partnership,  et  al.  (the  "Settlement  Agreement")  and pursuant to a Plan of
Liquidation  and  Dissolution  dated  as  of  July  18,  2002  (the "Plan"), the
Partnership  dissolved  and  transferred  all  of  its  remaining  assets  and
liabilities to the Trust, including a $ 2,208,000 cash reserve set aside for the
estimated  contingent  liabilities  of  the  Partnership  and  the  Trust.

From  and  after  July 18, 2002, unitholders of the Partnership are deemed to be
pro rata beneficial interest holders in the Trust.  Pursuant to the terms of the
Liquidating  Trust  Agreement,  the  Trustee  shall complete the liquidation and
distribution  of the assets and the satisfaction or discharge of the liabilities
of  the  Partnership.  In accordance with the Plan, all of the net cash proceeds
from  the  sale  of  the  assets  of  the  Trust and cash, less reserves for any
contingent liabilities, are to be distributed to the Trust's interest holders no
later  than  December  31,  2003.

As permitted by the Liquidating Trust Agreement, the Trustee has appointed Equis
Corporation as the manager of the Trust ("Manager"), pursuant to the Appointment
Agreement between Wilmington Trust Company and Equis Corporation, dated November
13,  2002.  As  Manager,  Equis  Corporation  is  to  continue  to  perform  the
management, administrative, accounting and advisory services as may be requested
by  the Trustee and as were previously rendered by Equis Financial Group Limited
Partnership  ("EFG") or its affiliates. Equis Corporation is owned by EFG, which
also  owns  the  General  Partner,  as  discussed  below.

The Partnership, which has been dissolved, was originally organized as a limited
partnership  under the  Uniform Limited Partnership Act on July 20, 1989 for the
purpose  of acquiring and leasing to third parties a specified portfolio of used
commercial aircraft. Partners' capital initially consisted of contributions from
a  General Partner (AFG Aircraft Management Corporation) and the Initial Limited
Partner  (AFG  Assignor Corporation). The Partnership's General Partner is owned
by  EFG.

(b)  Financial  Information  About  Industry  Segments

The  Trust  has no employees; however, it is managed pursuant to the Liquidating
Trust  Agreement  with Wilmington Trust Company as Trustee.  The Trustee's role,
among  other things, is to complete the liquidation of the assets and to satisfy
or  discharge the liabilities of the Trust.  As discussed above, the Trustee has
appointed  Equis  Corporation  as the Manager of the Trust.  The Trustee and the
Manager  are  both  compensated  for  such  services  as  provided  for  in  the
Liquidating  Trust  Agreement.

The Trust is engaged in only one operating industry segment: financial services.
Industry  segment  data  is  not  applicable.

See  "Management's Discussion and Analysis of Financial Condition and Results of
Operations"  included  in  Item  7  herein.

(c)  Narrative  Description  of  Business

The  Trust  was  organized for the sole purpose to liquidate and dissolve all of
the  remaining  assets  and  liabilities of the Partnership with no objective to
continue  or  engage in the conduct of trade or business.  At December 31, 2002,
the  Trust's  net  assets  primarily  consisted  of:

-      Cash  and  cash  equivalents
 -      Accounts  and  interest  receivable  -  affiliate
 -      Equipment  held  for  sale
 -      Accrued  liabilities

The  Trust  has no employees; however, it is managed pursuant to the Liquidating
Trust  Agreement  with Wilmington Trust Company as Trustee.  The Trustee's role,
among  other things, is to complete the liquidation of the assets and to satisfy
or  discharge  the liabilities of the Trust.  In accordance with the Liquidating
Trust  Agreement,  the Trustee has appointed Equis Corporation as the manager of
the  Trust ("Manager"), pursuant to the Appointment Agreement between Wilmington
Trust  Company  and Equis Corporation, dated November 13, 2002.  The Trustee and
the  Manager  are  both  compensated  for  such  services as provided for in the
Liquidating  Trust  Agreement.

All  operating  expenses  incurred  directly  by  the  Trust  are  disbursed  by
Wilmington  Trust  on  behalf  of  the  Trust.  During  the liquidation process,
certain  other  operating  expenses  incurred  by  the  Trust  are paid by Equis
Corporation in its role as Manager. Equis Corporation is reimbursed by the Trust
at its actual cost for such expenditures.   Fees and other costs incurred during
the  period  July 18, 2002 through December 31, 2002, which were paid or accrued
by  the  Trust  to  Equis  Corporation  or  its  affiliates,  were  $34,689.

In  accordance  with  the liquidation basis of accounting, the Trust recorded an
accrual  as  of  December  31,  2002  for  the estimated costs to be incurred to
liquidate  the  Trust.  Approximately $277,000 of the accrual is estimated to be
paid  to  the  Manager for salaries and other expenses incurred to liquidate the
assets.

(d) Financial Information About Foreign and Domestic Operations and Export Sales

Not  applicable.

Item  2.  Properties.
---------------------

None.

Item  3.  Legal  Proceedings.
-----------------------------

The  Trust  is subject to various claims and proceedings in the normal course of
business.  The  Trustee  believes  that  the  disposition of such matters is not
expected  to  have  a  material  adverse effect on the financial position of the
Trust  or  its  results  of  operations.

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders.
----------------------------------------------------------------------

None.

PART  II

Item  5.  Market  for  the  Partnership's Securities and Related Security Holder
--------------------------------------------------------------------------------
Matters.
--------

(a)  Market  Information

There  is no public market for the resale of the Units and it is not anticipated
that  a  public  market  for  resale  of  the  Units  will  develop.

(b)  Approximate  Number  of  Security  Holders

At  December  31,  2002,  there  were  3,960  record  holders  in  the  Trust.

(c)  Dividend  History  and  Restrictions

Cash  distributions  of  $3,386,363  and  $5,100,000 were paid to the beneficial
interest  holders  of  the  Trust  on  August  18,  2002  and December 31, 2002,
respectively.  In  any  given  year,  it  is  possible  that beneficial interest
holders  in  the Trust will be allocated taxable income in excess of distributed
cash.  This  discrepancy  between  tax obligations and cash distributions may or
may  not  continue  in  the  future,  and  cash  may or may not be available for
distribution  to  the beneficial interest holders in the Trust adequate to cover
any  tax  obligation.

Cash  distributions  when  paid  to the beneficial interest holders in the Trust
consist  of both a return of and a return on capital.  Cash distributions do not
represent  and  are  not  indicative  of  yield  on investment.  Actual yield on
investment cannot be determined with any certainty until conclusion of the Trust
and  will be primarily dependent upon the proceeds realized from the liquidation
of  the  Trust's  remaining  assets  offset  by  the  associated  costs  of such
liquidation  and  dissolution  of  the  Trust.

Item  6.  Selected  Financial  Data.
------------------------------------

The  following  data  should  be  read in conjunction with Item 7, "Management's
Discussion  and  Analysis  of Financial Condition and Results of Operations" and
the  financial  statements  included  in  Item  8  herein.

AIRFUND  II International Limited Partnership Liquidating Trust (the "Trust) was
organized for the purpose of liquidating the assets that were held by AIRFUND II
International,  a  Limited  Partnership  (the  "Partnership").  Per  the Plan of
Liquidation  and Dissolution (the "Plan"), all of the net cash proceeds from the
sale  of  the net assets of the Trust and cash, less reserves for any contingent
liabilities, are to be distributed to the Trust's interest holders no later than
December  31,  2003.

The  selected  financial data below represents the net assets of the Trust as of
December  31,  2002  and  the changes in net assets for the period July 18, 2002
(date  of  inception)  through  December  31,  2002.
<TABLE>
<CAPTION>


                                                December 31, 2002
                                                -------------------
<S>                                             <C>
Total assets                                    $        1,345,055
Accrued liabilities                                        529,931
                                                -------------------
Net assets in liquidation                       $          815,124
                                                ===================


Net assets at July 18, 2002                     $                -
 Transfer of net assets at liquidation basis             9,599,474
  Change in provision for liquidation expenses            (742,153)
 Net income from operations                                444,166
 Distributions                                          (8,486,363)
                                                -------------------
Net assets in liquidation at December 31, 2002  $          815,124
                                                ===================
</TABLE>



Item 7.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of  Operations.
---------------

FORWARD-LOOKING  INFORMATION

Certain  statements  in this Form 10-K of the Trust that are not historical fact
constitute  "forward-looking  statements"  within  the  meaning  of  the Private
Securities  Litigation  Reform Act of 1995 and are subject to a variety of risks
and  uncertainties.  There  are  a  number  of  factors  that could cause actual
results  to  differ  materially  from  those  expressed  in  any forward-looking
statements  made  herein.  These  factors  include,  but  are not limited to the
realization  of residual proceeds for the Trust's equipment, the performance and
liquidation  of the Trust's non-equipment assets and future economic conditions.

OVERVIEW

AIRFUND II International Limited Partnership Liquidating Trust (the "Trust") was
formed as of July 18, 2002 pursuant to a Liquidating Trust Agreement of the same
date  by  and  between  Wilmington Trust Company, as Trustee (the "Trustee") and
AIRFUND  II  International,  a  Limited  Partnership  (the  "Partnership").  In
accordance  with  the terms of the settlement of the class and derivative action
lawsuit  entitled  Leonard  Rosenblum,  et  al. v. Equis Financial Group Limited
Partnership,  et  al.  (the  "Settlement  Agreement")  and pursuant to a Plan of
Liquidation  and  Dissolution  dated  as  of  July  18,  2002  (the "Plan"), the
Partnership  dissolved  and  transferred  all  of  its  remaining  assets  and
liabilities to the Trust, including a $ 2,208,000 cash reserve set aside for the
estimated  contingent  liabilities  of  the  Partnership  and  the  Trust.

From  and  after  July 18, 2002, unitholders of the Partnership are deemed to be
pro rata beneficial interest holders in the Trust.  Pursuant to the terms of the
Liquidating  Trust  Agreement,  the  Trustee  shall complete the liquidation and
distribution  of the assets and the satisfaction or discharge of the liabilities
of  the  Partnership.  In accordance with the Plan, all of the net cash proceeds
from  the  sale  of  the  assets  of  the  Trust and cash, less reserves for any
contingent liabilities, are to be distributed to the Trust's interest holders no
later  than  December  31,  2003.

In  accordance  with  the Liquidating Trust Agreement, the Trustee has appointed
Equis  Corporation  as  the  manager  of  the Trust ("Manager"), pursuant to the
Appointment  Agreement  between  Wilmington Trust Company and Equis Corporation,
dated November 13, 2002. As Manager, Equis Corporation is to continue to perform
the  management,  administrative,  accounting  and  advisory  services as may be
requested  by  the  Trustee  and  as were previously rendered by Equis Financial
Group  Limited Partnership ("EFG") or its affiliates. Equis Corporation is owned
by  EFG,  which  also  owns  the  General  Partner,  as  discussed  below.

The Partnership, which has been dissolved, was originally organized as a limited
partnership  under the  Uniform Limited Partnership Act on July 20, 1989 for the
purpose  of acquiring and leasing to third parties a specified portfolio of used
commercial aircraft. Partners' capital initially consisted of contributions from
a  General Partner (AFG Aircraft Management Corporation) and the Initial Limited
Partner  (AFG  Assignor Corporation). The Partnership's General Partner is owned
by  EFG.

LIQUIDITY  AND  CAPITAL  RESOURCES

In  accordance  with the liquidation basis of accounting, the carrying values of
the  assets  are  presented  at  net  realizable amounts and all liabilities are
presented  at estimated settlement amounts, including estimated costs associated
with  completing  the  liquidation  of  the Trust.  Preparation of the financial
statements  on  a  liquidation  basis  requires  significant  assumptions  by
management,  including  the  estimate of liquidation costs and the resolution of
any  contingent  liabilities.  There  may be differences between the assumptions
and  the actual results because events and circumstances frequently do not occur
as  expected.  Those  differences,  if  any, could result in a change in the net
assets  recorded  in  the  Statement  of  Net  Assets  in  Liquidation.

At  December  31,  2002, the Trust had approximately $7,000 included in accounts
receivables  from  affiliates  for rents and proceeds from the sale of equipment
paid  by the lessee directly to EFG.  EFG temporarily deposits collected funds a
separate  interest-bearing escrow account prior to remittance to the Liquidating
Trust.  The Trust's cash proceeds received by EFG are reimbursed to the Trust on
a  monthly  basis.  At  December  31,  2002,  the  Trust  also  had  accounts
receivable-affiliates  of approximately $104,000. These receivables were paid to
the  Trust  in  January  2003.

The  Trust  had  accrued  liabilities of $529,931 at December 31, 2002.  Accrued
liabilities  consist  of  costs  incurred  and  estimated  costs associated with
liquidating  the  assets.  To  the  extent the Trust has a contingent liability,
meaning  generally a liability the payment of which is subject to the outcome of
a  future  event,  the  Trust  recognizes  a  liability  when  the amount of the
liability  can be reasonably estimated and the liability is probable.  There may
be differences between the assumptions and the actual results because events and
circumstances  frequently  do not occur as expected.  Those differences, if any,
could  result  in  a  change  in the net assets recorded in the Statement of Net
Assets  in  Liquidation.

The  events  of  September  11,  2001  and the economic downturn, have adversely
affected the market demand in the equipment leasing industry.  While the Trustee
cannot determine if these events will have a material effect on the Trust in the
next  year,  it is monitoring the industries to assess the timing of disposition
of  the  remaining  equipment  held  for  sale.

Cash  distributions  of  $3,386,363  and  $5,100,000 were paid to the beneficial
interest  holders  of  the  Trust  on  August  18,  2002  and December 31, 2002,
respectively.  In  any  given  year,  it  is  possible  that beneficial interest
holders  in  the Trust will be allocated taxable income in excess of distributed
cash.  This  discrepancy  between  tax obligations and cash distributions may or
may  not  continue  in  the  future,  and  cash  may or may not be available for
distribution  to  the beneficial interest holders in the Trust adequate to cover
any  tax  obligation.

Cash  distributions  when  paid  to the beneficial interest holders in the Trust
generally  consist  of  both  a  return  of  and  a  return  on  capital.  Cash
distributions  do  not  represent and are not indicative of yield on investment.
Actual  yield  on  investment  cannot  be  determined  with  any certainty until
conclusion  of  the  Trust  and  will  be  primarily dependent upon the proceeds
realized  from  the  liquidation  of  the Trust's remaining assets offset by the
associated  costs  of  such  liquidation  and  dissolution  of  the  Trust.

RESULTS  OF  OPERATIONS  AND  LIQUIDATION  ADJUSTMENTS

The  Liquidating  Trust  Agreement  provides  Equis  Corporation (the "Manager")
authority  to  liquidate the remaining assets of the Trust in an orderly manner.
As  a  result  of  the  liquidation,  operations  are  being  accounted for on a
liquidation  basis  in accordance with generally accepted accounting principles.
Net income from operations was $444,166 and  change in provision for liquidation
expenses  resulted  in  a decrease in net assets of $742,153 for the period July
18,  2002  through  December  31,  2002.

Results  of  Operations
-----------------------

Significant  transactions  included  in  the Trust's Statement of Changes in Net
Assets  In Liquidation as a component of operations for the period July 18, 2002
(date  of  inception)  through  December  31,  2002  include:

In accordance with the Settlement, on or prior to July 18, 2002, Equis Financial
Group  Limited  Partnership ("EFG") agreed to buy a loan made by the Partnership
to  Echelon  Residential  Holdings  LLC  ("Echelon  Residential Holdings").  EFG
agreed  to  purchase  the  loan  on or before December 31, 2002 for its original
principal  value  of $3,640,000, less any amounts previously paid, together with
interest  accruing  at  an  annual  rate  of  7.5%.

This loan was originally made to Echelon Residential Holdings by the Partnership
together  with  loans  made by ten other affiliated partnerships.  In accordance
with the Settlement Agreement and in anticipation of the purchase of the loan by
EFG, the Trust agreed not to foreclose or initiate foreclosure procedures on the
loan.

As  of  July  18,  2002, the loan and related accrued interest were increased to
their  estimated  net  realizable  amounts  during  the  Trust's  adjustment  to
liquidation  accounting  in  the  amount $395,300, which is reflected in the net
assets  transferred  into  the  Trust.

On November 29, 2002, an affiliate of EFG purchased the loan for its outstanding
principal  of  $3,076,074  plus interest accrued at an annual rate of 7.5% for a
total  purchase  price  of  $3,801,497,  resulting  in  a  gain  to the Trust of
approximately  $725,000.

The  Trust  also incurred expenses of approximately $281,000 incurred during the
period  July  18,  2002 (date of inception) through December 31, 2002 related to
the  liquidation  of  the  Trust's  assets  and  operations  of  the  Trust.

Liquidation  Adjustments
------------------------

Other  significant  transactions  which are included in the Trust's Statement of
Changes  in  Net  Assets in Liquidation as a change in provision for liquidation
expenses  for  the period July 18, 2002 (date of inception) through December 31,
2002  include:

During  the  period July 18, 2002 (date of inception) through December 31, 2002,
the  Trust recorded a writedown of approximately $359,000 on a McDonnell Douglas
MD-82  aircraft  in which the Trust owns a proportionate interest to reflect the
Manager's  revised  estimate  of  the  liquidation  value  of  the  aircraft.

In  addition,  during  the  period  July  18,  2002  (date of inception) through
December  31, 2002, the Trust recorded a liquidation adjustment of approximately
$383,000 reflecting the Manager's estimate of additional  amounts expected to be
incurred  to  liquidate the Trust. The additional liquidation costs are directly
correlated  to management's estimate of the amount of time necessary to dissolve
the  Trust.

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

The  Trustee  believes the following critical accounting policies, among others,
are  subject  to  significant judgments and estimates used in the preparation of
these  financial  statements.

Liquidation  Accounting
-----------------------

In  accordance  with the liquidation basis of accounting, the carrying values of
the  assets  are  presented  at  net  realizable amounts and all liabilities are
presented  at estimated settlement amounts, including estimated costs associated
with  completing  the  liquidation  of  the Trust.  Preparation of the financial
statements on a liquidation basis requires significant assumptions by the Trust,
including the estimate of liquidation costs and the resolution of any contingent
liabilities.  There  may  be  differences between the assumptions and the actual
results  because  events  and  circumstances  do  not  occur as expected.  Those
differences,  if any, could result in a change in the net assets recorded in the
Statement  of  Net  Assets  in  Liquidation.

Cash  Equivalents  and  Investment  Securities
----------------------------------------------

The  Trust  classifies  any  amounts  on deposits in banks and all highly liquid
investments  purchased with an original maturity of three months or less as cash
and  cash  equivalents.

Accrued  Liabilities
--------------------

Accrued liabilities consist of assumptions by management, including the estimate
of  liquidation  costs  and the resolution of any contingent liabilities.  There
may be differences between the assumptions and the actual results because events
and  circumstances  frequently  do not occur as expected.  Those differences, if
any, could result in a change in the net assets recorded in the Statement of Net
Assets  in  Liquidation.

Commitments  and  Contingencies
-------------------------------

The  Trust  is  subject to various claims and proceeding in the normal course of
business.  The  Trustee  believes  that  the  disposition of such matters is not
expected  to  have  a  material  adverse effect on the financial position of the
Trust  or  its  results  of  operations.

New  Accounting  Pronouncements
-------------------------------

In  July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
141,  "Business  Combinations".  SFAS  141  requires that the purchase method of
accounting  be used for all business combinations initiated after June 30, 2001,
as  well  as  all purchase method business combinations completed after June 30,
2001.  SFAS  141  also  specifies  criteria that intangible assets acquired in a
purchase  method  business  combination  must meet to be recognized and reported
apart from goodwill.  The Trust adopted SFAS 141 upon formation on July 18, 2002
and such adoption had no effect on the Trust's financial position and results of
operations.

The Trust adopted Statement of Financial Accounting Standards No. 142, "Goodwill
and Other Intangible Assets" ("SFAS. No. 142") on January 1, 2002.  As a result,
the  discontinuance of goodwill amortization was effective upon adoption of SFAS
No.  142.  SFAS  No.  142  also  includes provisions for the reclassification of
certain  existing recognized intangibles as goodwill, reassessment of the useful
lives  of  existing  recognized  intangibles,  reclassification  of  certain
intangibles  out  of  previously  reported  goodwill,  and the identification of
reporting  units  for  purposes  of  assessing  potential  future impairments of
goodwill.  The  amount  of the impairment is the difference between the carrying
amount  and  the fair value of the asset.  Fair value of the asset is calculated
using  several  valuation models which utilize the expected future cash flows of
the  Trust.  The Trust adopted SFAS 142 upon formation on July 18, 2002 and such
adoption  had  no  effect  on  the  Trust's  financial  position  and results of
operations.

In  June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
143,  "Accounting  for  Asset  Retirement Obligations". SFAS No. 143 establishes
accounting  standards  for  the recognition and measurement of legal obligations
associated  with  the  retirement of tangible long-lived assets and requires the
recognition  of  a liability for an asset retirement obligation in the period in
which  it is incurred. The Trust adopted SFAS No. 143 at the beginning of fiscal
2003  and  such  adoption had no effect on the Trust's net assets in liquidation
and  statement  of  changes  in  net  assets  in  liquidation.

In  accordance with the Financial Accounting Standards Board (FASB) Statement of
Financial  Accounting  Standards)  No.  144,  "Accounting  for the Impairment or
Disposal  of Long-Lived Assets" ("SFAS No. 144"), the Trust evaluates long-lived
assets  for  impairment  whenever  events  or  circumstances  indicate  that the
carrying  values  of  such assets may not be recoverable.  Losses for impairment
are  recognized when the undiscounted cash flows estimated to be realized from a
long-lived  asset are determined to be less than the carrying value of the asset
and  the  carrying  amount  of  long-lived  assets  exceed  its fair value.  The
determination  of  fair  value  for  a  given  investment  requires  several
considerations,  including but not limited to, income expected to be earned from
the  asset, estimated sales proceeds, and holding costs excluding interest.  The
Trust  adopted SFAS 144 upon formation on July 18, 2002 and such adoption had no
effect  on  the  Trust's  financial  position  and  results  of  operations.

In April 2002, the FASB issued SFAS No.145, "Rescission of FASB Statements No.4,
44  and  64, Amendment of FASB Statement No.13, and Technical Corrections." As a
result of the rescission of SFAS No. 4, a gain or loss on extinguishment of debt
will  no  longer be presented as an extraordinary item upon the adoption of SFAS
No.  145.  The  Trust  adopted SFAS No. 145 in the second quarter of fiscal 2002
and  such  adoption  had  no effect on the Trust's net assets in liquidation and
statement  of  changes  in  net  assets  in  liquidation.

In July 2002, the FASB issued SFAS No.146, "Accounting for Costs Associated with
Exit or Disposal Activities." SFAS No.146 is based on the general principle that
a  liability  for  a cost associated with an exit or disposal activity should be
recorded  when  it is incurred and initially measured at fair value. SFAS No.146
applies  to  costs associated with (1) an exit activity that does not involve an
entity  newly  acquired  in  a  business combination, or (2) a disposal activity
within  the  scope  of  SFAS  No.144.  These  costs  include certain termination
benefits,  costs  to terminate a contract that is not a capital lease, and other
associated  costs  to  consolidate facilities or relocate employees. Because the
provisions of this statement are to be applied prospectively to exit or disposal
activities  initiated  after  December  31,  2002,  the  effect of adopting this
statement  has  not  been  determined.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and  Disclosure  Requirements  for  Guarantees, Including Indirect Guarantees of
Indebtedness  of Others" ("FIN 45").  FIN 45 elaborates on the disclosures to be
made  by  a  guarantor  in its interim and annual financial statements about its
obligations under certain guarantees that it has issued.  It also clarifies that
a  guarantor  is  required  to  recognize,  at  the  inception of a guarantee, a
liability  for  the  fair  value  of  the  obligation  undertaken in issuing the
guarantee.  The  initial  recognition  and initial measurement provisions of the
interpretation  are  applicable  on  a prospective basis to guarantees issued or
modified  after  December  31,  2002  and  the  disclosure  requirements in this
interpretation  are  effective  for  financial  statements  of interim or annual
periods  ending after December 15, 2002.  The adoption of FIN 45 is not expected
to have a material impact on the Trust's net assets in liquidation and statement
of  changes  in  net  assets  in  liquidation.

In  January  2003, FASB issued Interpretation No. 46, "Consolidation of Variable
Interest Entities ("FIN 46").  This interpretation clarifies existing accounting
principles  related to the preparation of consolidated financial statements when
the  equity  investors  in  an  entity  do  no  have  the  characteristics  of a
controlling  financial interest or when the equity at risk is not sufficient for
the  entity  to finance its activities without additional subordinated financial
support  from  other  parties.  FIN 46 requires a Trust to evaluate all existing
arrangements  to  identify  situations  where a Trust has a "variable interest,"
commonly  evidenced  by  a  guarantee arrangement or other commitment to provide
financial  support,  in  a  "variable  interest  entity,"  commonly  a  thinly
capitalized entity, and further determine when such variable interest requires a
Trust to consolidate the variable interest entities financial statement with its
own. The Trust has determined that it is not reasonably possible that it will be
required to consolidate or disclose information about a variable interest entity
upon  the  effective  date of FIN 46. This interpretation applies immediately to
variable  interest  entities  created  after  January  31, 2003, and to variable
interest  entities  in  which an enterprise obtains an interest after that date.
It  applies  in the first fiscal year or interim period beginning after June 15,
2003,  to  variable  interest  entities  in which an enterprise holds a variable
interest that it acquired before February 1, 2003.  If it is reasonably possible
that  an  enterprise  will  consolidate or disclose information about a variable
interest entity when this interpretation becomes effective, the enterprise shall
disclose  information  about  those  entities in all financial statements issued
after  January 31, 2003.  The interpretation may be applied prospectively with a
cumulative-effect  adjustment  as of the date on which it is first applied or by
restating  previously  issued  financial statements for one or more years with a
cumulative-effect  adjustment  as  of  the beginning of the first year restated.
Based  on  the  recent release of this interpretation, we have not completed our
assessment  as to whether or not the adoption of this interpretation will have a
material  impact  on  our  financial  statements.


OUTLOOK  FOR  THE  FUTURE

Several  other  factors may affect the Trust's operating performance through the
remainder  of  2003,  including:

-changes  in  markets  for  the  Trust's  equipment  and;
-changes  in  the  regulatory  environment  in  which  the  equipment  operates.

The  Trust's  equipment  leasing assets consists of the ownership interest in an
aircraft  currently  off-lease.

The  events  of  September  11,  2001  and its aftermath have adversely affected
market  demand  for  both  new  and  used  commercial  aircraft and weakened the
financial  position  of  several  airline  companies.  While it currently is not
possible for the Trust to determine the ultimate long-term economic consequences
of  these  events  to the equipment leasing segment, management anticipates that
the  resulting  decline  in  air  travel  will  suppress  market prices for used
aircraft  in  the  short-term  and could inhibit the viability of some airlines.

The  ultimate  realization  of  residual  value  for  any  type  of equipment is
dependent  upon  many  factors,  including condition and type of equipment being
sold  and  its marketability at the time of sale.  The Trust attempts to monitor
these change in order to identify opportunities which may be advantageous to the
Trust  and  which  will  maximize  total  cash  returns  for  each  asset.


Item  7A.  Quantitative  and  Qualitative  Disclosures  about  Market  Risks.
-----------------------------------------------------------------------------

The  Trust's  financial statements do not include financial instruments that are
exposed  to  interest  rate  risks.


Item  8.  Financial  Statements  and  Supplementary  Data.
----------------------------------------------------------

Financial  Statements:
<TABLE>
<CAPTION>

<S>                                                                     <C>

  Statement of Net Assets in Liquidation
   at December 31, 2002                                                    11

  Statement of Changes in Net Assets in Liquidation
   for the period July 18, 2002 (inception) through December 31, 2002      12

  Notes to the Financial Statements                                        13

</TABLE>



<PAGE>



                            AIRFUND II INTERNATIONAL
                      LIMITED PARTNERSHIP LIQUIDATING TRUST

                    STATEMENT OF NET ASSETS IN LIQUIDATION AT
                                DECEMBER 31, 2002
                                   (UNAUDITED)


<TABLE>
<CAPTION>




ASSETS
<S>                                        <C>

Cash and cash equivalents                  $  815,611
Accounts receivable - affiliate               111,745
Interest receivable - affiliate                   569
Other assets                                   16,099
Equipment held for sale                       401,031
                                           ----------

      Total assets                         $1,345,055
                                           ==========


LIABILITIES AND NET ASSETS IN LIQUIDATION

Accrued liabilities                        $  529,931
                                           ----------
Net assets in liquidation                  $  815,124
                                           ==========

</TABLE>







   The accompanying notes are an integral part of these financial statements.

<PAGE>
                            AIRFUND II INTERNATIONAL
                      LIMITED PARTNERSHIP LIQUIDATING TRUST

                STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
       FOR THE PERIOD JULY 18, 2002 (INCEPTION) THROUGH DECEMBER 31, 2002
                                   (UNAUDITED)


<TABLE>
<CAPTION>

<S>                                              <C>

 Net assets at July 18, 2002                     $         -

 Transfer of net assets at liquidation basis       9,599,474

 Change in provision for liquidation expenses       (742,153)

 Net income from operations                          444,166

 Distributions                                    (8,486,363)
                                                  ----------
 Net assets in liquidation at December 31, 2002  $   815,124
                                                  ==========
</TABLE>







   The accompanying notes are an integral part of these financial statements.
<PAGE>
                            AIRFUND II INTERNATIONAL
                      LIMITED PARTNERSHIP LIQUIDATING TRUST
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE  1  -  ORGANIZATION
------------------------

AIRFUND II International Limited Partnership Liquidating Trust (the "Trust") was
formed as of July 18, 2002 pursuant to a Liquidating Trust Agreement of the same
date  by  and  between  Wilmington Trust Company, as Trustee (the "Trustee") and
AIRFUND  II  International,  a  Limited  Partnership  (the  "Partnership").  In
accordance  with  the terms of the settlement of the class and derivative action
lawsuit  entitled  Leonard  Rosenblum,  et  al. v. Equis Financial Group Limited
Partnership,  et  al.  (the  "Settlement  Agreement")  and pursuant to a Plan of
Liquidation  and  Dissolution  dated  as  of  July  18,  2002  (the "Plan"), the
Partnership  dissolved  and  transferred  all  of  its  remaining  assets  and
liabilities  to the Trust, including a $2,208,000 cash reserve set aside for the
estimated  contingent  liabilities  of  the  Partnership  and  the  Trust.

From  and  after  July 18, 2002, unitholders of the Partnership are deemed to be
pro rata beneficial interest holders in the Trust.  Pursuant to the terms of the
Liquidating  Trust  Agreement,  the  Trustee  shall complete the liquidation and
distribution  of the assets and the satisfaction or discharge of the liabilities
of  the  Partnership.  In accordance with the Plan, all of the net cash proceeds
from  the  sale  of  the  assets  of  the  Trust and cash, less reserves for any
contingent liabilities, are to be distributed to the Trust's interest holders no
later  than  December  31,  2003.

As permitted by the Liquidating Trust Agreement, the Trustee has appointed Equis
Corporation as the manager of the Trust ("Manager"), pursuant to the Appointment
Agreement between Wilmington Trust Company and Equis Corporation, dated November
13,  2002.  As  Manager,  Equis  Corporation  is  to  continue  to  perform  the
management, administrative, accounting and advisory services as may be requested
by  the Trustee and as were previously rendered by Equis Financial Group Limited
Partnership  ("EFG") or its affiliates. Equis Corporation is owned by EFG, which
also  owns  the  General  Partner,  as  discussed  below.

The Partnership, which has been dissolved, was originally organized as a limited
partnership  under the  Uniform Limited Partnership Act on July 20, 1989 for the
purpose  of acquiring and leasing to third parties a specified portfolio of used
commercial aircraft. Partners' capital initially consisted of contributions from
a  General Partner (AFG Aircraft Management Corporation) and the Initial Limited
Partner  (AFG  Assignor Corporation). The Partnership's General Partner is owned
by  EFG.

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
----------------------------------------------------------

Liquidation  Accounting
-----------------------

In  accordance  with the liquidation basis of accounting, the carrying values of
the  assets  are  presented  at  net  realizable amounts and all liabilities are
presented  at estimated settlement amounts, including estimated costs associated
with  completing  the  liquidation  of  the Trust.  Preparation of the financial
statements on a liquidation basis requires significant assumptions by the Trust,
including the estimate of liquidation costs and the resolution of any contingent
liabilities.  There  may  be  differences between the assumptions and the actual
results  because  events  and  circumstances  do  not  occur as expected.  Those
differences,  if any, could result in a change in the net assets recorded in the
Statement  of  Net  Assets  in  Liquidation.

In the opinion of the Trust, all adjustments (consisting of normal and recurring
adjustments)  considered  necessary  to  present  fairly  the  net  assets  in
liquidation  at  December  31, 2002 and the changes in net assets in liquidation
for  the  period  July 18, 2002 through December 31, 2002 have been made and are
reflected  in  the  accompanying  financial  statements.

The  net adjustment required to convert from the going concern (historical cost)
basis  of  accounting  to the liquidation basis of accounting was an increase in
net  assets  of $33,709.  This amount is reflected in the transfer of net assets
at  liquidation  basis in the Statement of Changes in Net Assets in Liquidation.
Significant  changes  in  the  carrying  value  of  assets  and  liabilities are
summarized  as  follows:






<TABLE>
<CAPTION>

<S>                                                  <C>
Adjustment to equipment                              $ (89,591)
Increase in loan receivable and interest receivable    395,300
Adjustment to accrued expenses                         108,000
 Estimated liquidation costs                          (380,000)
                                                     ----------
 Total adjustment to liquidation basis               $  33,709
                                                     =========
</TABLE>



Cash  Equivalents  and  Investment  Securities
----------------------------------------------

The  Trust  classifies  any  amounts  on deposits in banks and all highly liquid
investments  purchased with an original maturity of three months or less as cash
and  cash  equivalents.

Accrued  Liabilities
--------------------

Accrued liabilities consist of assumptions by management, including the estimate
of  liquidation  costs  and the resolution of any contingent liabilities.  There
may be differences between the assumptions and the actual results because events
and  circumstances  frequently  do not occur as expected.  Those differences, if
any, could result in a change in the net assets recorded in the Statement of Net
Assets  in  Liquidation.

Income  Taxes
-------------

The Trust is not a taxable entity for federal income tax purposes.  Accordingly,
no  provision  for  income taxes has been recorded in the accounts of the Trust.

Allocation  of  Profits  and  Losses  and  Distributions
--------------------------------------------------------

For  financial  statement  purposes,  net  income  or loss and distributions are
allocated to each owner according to their "pro rate beneficial interest" in the
respective  Liquidating  Trust.  Specifically,  net  income  or  loss  and
distributions  are  allocated  based  on  the  type  of  interest  held  in  the
predecessor  Partnership,  and  allocated  95% to the limited partners and 5% to
the  general  partner.

New  Accounting  Pronouncements
-------------------------------

In  July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
141,  "Business  Combinations".  SFAS  141  requires that the purchase method of
accounting  be used for all business combinations initiated after June 30, 2001,
as  well  as  all purchase method business combinations completed after June 30,
2001.  SFAS  141  also  specifies  criteria that intangible assets acquired in a
purchase  method  business  combination  must meet to be recognized and reported
apart from goodwill.  The Trust adopted SFAS 141 upon formation on July 18, 2002
and such adoption had no effect on the Trust's financial position and results of
operations.

The Trust adopted Statement of Financial Accounting Standards No. 142, "Goodwill
and Other Intangible Assets" ("SFAS. No. 142") on January 1, 2002.  As a result,
the  discontinuance of goodwill amortization was effective upon adoption of SFAS
No.  142.  SFAS  No.  142  also  includes provisions for the reclassification of
certain  existing recognized intangibles as goodwill, reassessment of the useful
lives  of  existing  recognized  intangibles,  reclassification  of  certain
intangibles  out  of  previously  reported  goodwill,  and the identification of
reporting  units  for  purposes  of  assessing  potential  future impairments of
goodwill.  The  amount  of the impairment is the difference between the carrying
amount  and  the fair value of the asset.  Fair value of the asset is calculated
using  several  valuation models which utilize the expected future cash flows of
the  Trust.  The Trust adopted SFAS 142 upon formation on July 18, 2002 and such
adoption  had  no  effect  on  the  Trust's  financial  position  and results of
operations.



In  June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
143,  "Accounting  for  Asset  Retirement Obligations". SFAS No. 143 establishes
accounting  standards  for  the recognition and measurement of legal obligations
associated  with  the  retirement of tangible long-lived assets and requires the
recognition  of  a liability for an asset retirement obligation in the period in
which  it is incurred. The Trust adopted SFAS No. 143 at the beginning of fiscal
2003  and  such  adoption had no effect on the Trust's net assets in liquidation
and  statement  of  changes  in  net  assets  in  liquidation.

In  accordance with the Financial Accounting Standards Board (FASB) Statement of
Financial  Accounting  Standards)  No.  144,  "Accounting  for the Impairment or
Disposal  of Long-Lived Assets" ("SFAS No. 144"), the Trust evaluates long-lived
assets  for  impairment  whenever  events  or  circumstances  indicate  that the
carrying  values  of  such assets may not be recoverable.  Losses for impairment
are  recognized when the undiscounted cash flows estimated to be realized from a
long-lived  asset are determined to be less than the carrying value of the asset
and  the  carrying  amount  of  long-lived  assets  exceed  its fair value.  The
determination  of  fair  value  for  a  given  investment  requires  several
considerations,  including but not limited to, income expected to be earned from
the  asset, estimated sales proceeds, and holding costs excluding interest.  The
Trust  adopted SFAS 144 upon formation on July 18, 2002 and such adoption had no
effect  on  the  Trust's  financial  position  and  results  of  operations.

In April 2002, the FASB issued SFAS No.145, "Rescission of FASB Statements No.4,
44  and  64, Amendment of FASB Statement No.13, and Technical Corrections." As a
result of the rescission of SFAS No. 4, a gain or loss on extinguishment of debt
will  no  longer be presented as an extraordinary item upon the adoption of SFAS
No.  145.  The  Trust  adopted SFAS No. 145 in the second quarter of fiscal 2002
and  such  adoption  had  no effect on the Trust's net assets in liquidation and
statement  of  changes  in  net  assets  in  liquidation.

In July 2002, the FASB issued SFAS No.146, "Accounting for Costs Associated with
Exit or Disposal Activities." SFAS No.146 is based on the general principle that
a  liability  for  a cost associated with an exit or disposal activity should be
recorded  when  it is incurred and initially measured at fair value. SFAS No.146
applies  to  costs associated with (1) an exit activity that does not involve an
entity  newly  acquired  in  a  business combination, or (2) a disposal activity
within  the  scope  of  SFAS  No.144.  These  costs  include certain termination
benefits,  costs  to terminate a contract that is not a capital lease, and other
associated  costs  to  consolidate facilities or relocate employees. Because the
provisions of this statement are to be applied prospectively to exit or disposal
activities  initiated  after  December  31,  2002,  the  effect of adopting this
statement  has  not  been  determined.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and  Disclosure  Requirements  for  Guarantees, Including Indirect Guarantees of
Indebtedness  of Others" ("FIN 45").  FIN 45 elaborates on the disclosures to be
made  by  a  guarantor  in its interim and annual financial statements about its
obligations under certain guarantees that it has issued.  It also clarifies that
a  guarantor  is  required  to  recognize,  at  the  inception of a guarantee, a
liability  for  the  fair  value  of  the  obligation  undertaken in issuing the
guarantee.  The  initial  recognition  and initial measurement provisions of the
interpretation  are  applicable  on  a prospective basis to guarantees issued or
modified  after  December  31,  2002  and  the  disclosure  requirements in this
interpretation  are  effective  for  financial  statements  of interim or annual
periods  ending after December 15, 2002.  The adoption of FIN 45 is not expected
to have a material impact on the Trust's net assets in liquidation and statement
of  changes  in  net  assets  in  liquidation.

In  January  2003, FASB issued Interpretation No. 46, "Consolidation of Variable
Interest Entities ("FIN 46").  This interpretation clarifies existing accounting
principles  related to the preparation of consolidated financial statements when
the  equity  investors  in  an  entity  do  no  have  the  characteristics  of a
controlling  financial interest or when the equity at risk is not sufficient for
the  entity  to finance its activities without additional subordinated financial
support  from  other  parties.  FIN 46 requires a Trust to evaluate all existing
arrangements  to  identify  situations  where a Trust has a "variable interest,"
commonly  evidenced  by  a  guarantee arrangement or other commitment to provide
financial  support,  in  a  "variable  interest  entity,"  commonly  a  thinly
capitalized entity, and further determine when such variable interest requires a
Trust to consolidate the variable interest entities financial statement with its
own. The Trust has determined that it is not reasonably possible that it will be
required to consolidate or disclose information about a variable interest entity
upon  the  effective  date of FIN 46. This interpretation applies immediately to
variable  interest  entities  created  after  January  31, 2003, and to variable
interest  entities  in  which an enterprise obtains an interest after that date.
It  applies  in  the  first  fiscal  year  or  interim  period  beginning  after

June  15,  2003,  to  variable  interest entities in which an enterprise holds a
variable interest that it acquired before February 1, 2003.  If it is reasonably
possible  that  an  enterprise  will consolidate or disclose information about a
variable  interest  entity  when  this  interpretation  becomes  effective,  the
enterprise  shall  disclose  information  about  those entities in all financial
statements  issued  after  January  31, 2003.  The interpretation may be applied
prospectively  with a cumulative-effect adjustment as of the date on which it is
first  applied or by restating previously issued financial statements for one or
more  years with a cumulative-effect adjustment as of the beginning of the first
year restated.   Based on the recent release of this interpretation, we have not
completed  our  assessment  as  to  whether  or  not  the  adoption  of  this
interpretation  will  have  a  material  impact  on  our  financial  statements.

NOTE  3  -  EQUIPMENT
---------------------

At  December  31,  2002,  the  Trust's  remaining  equipment,  with an estimated
liquidation  value  of  $401,031,  is  a  proportionate  ownership interest in a
McDonnell  Douglas  MD-82 aircraft. This McDonnell Douglas MD-82 was returned to
the Trust upon its lease expiration in April 2001 and has been held for re-lease
or  sale  since  that time. The Trust is actively seeking to sell this aircraft.

NOTE  4  -  RELATED  PARTY  TRANSACTIONS
----------------------------------------

All  operating  expenses  incurred  directly  by  the  Trust  are  disbursed  by
Wilmington Trust on behalf of the Trust. The Trustee's role, among other things,
is  to  complete  the  liquidation of the assets and to satisfy or discharge the
liabilities  of  the  Trust.

The  Trust  has no employees; however, it is managed pursuant to the Liquidating
Trust  Agreement  with  Wilmington Trust Company as Trustee.  In accordance with
the  Liquidating Trust Agreement, the Trustee has appointed Equis Corporation as
the  manager  of  the  Trust  ("Manager"), pursuant to the Appointment Agreement
between Wilmington Trust Company and Equis Corporation, dated November 13, 2002.
The  Trustee  and the Manager are both compensated for such services as provided
for  in  the  Liquidating  Trust  Agreement.

During the liquidation process, certain operating expenses incurred by the Trust
are  paid  by  Equis  Corporation  in  its role as Manager. Equis Corporation is
reimbursed  by  the  Trust  at its actual cost for such expenditures.   Fees and
other  costs incurred during the period July 18, 2002 through December 31, 2002,
which  were paid or accrued by the Trust to Equis Corporation or its affiliates,
were  $34,689.

In  accordance  with  the liquidation basis of accounting, the Trust recorded an
accrual  as  of  December  31,  2002  for  the estimated costs to be incurred to
liquidate  the  Trust.  Approximately $277,000 of the accrual is estimated to be
paid  to  the  Manager for salaries and other expenses incurred to liquidate the
Trust's  remaining  assets.

<PAGE>
                                     ------

Item  9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting and
--------------------------------------------------------------------------------
Financial  Disclosure.
----------------------

None.

PART  III

Item  10.  Directors  and  Executive  Officers  of  the  Manager.
-----------------------------------------------------------------

(a-b)  Identification  of  Directors  and  Executive  Officers

The  Trust has no Directors or Officers.  As indicated in Item 1 of this report,
Equis Corporation is the Manager of the Trust. The names, titles and ages of the
Directors  and  Executive Officers of Equis Corporation as of March 15, 2003 are
as  follows:

DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  EQUIS  CORPORATION  (See  Item 13)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>



Name                                   Title                   Age        Term
---------------------  --------------------------------------  ---  -----------------
<S>                    <C>                                     <C>  <C>

Geoffrey A. MacDonald  Chairman of Equis Corporation            54  Until a successor
                                                                    is duly elected
                                                                    and qualified

Gary D. Engle          President, Chief Executive Officer and
                       Director of Equis Corporation            54

James A. Coyne         Executive Vice President of Equis
                       Corporation                              43

Wayne E. Engle         Vice President and Chief Financial
                       Officer of Equis Corporation             49

Gail D. Ofgant         Senior Vice President, Lease
                       Operations of Equis Corporation          37
</TABLE>



(c)  Identification  of  Certain  Significant  Persons

None.

(d)  Family  Relationship

No  family relationship exists among any of the foregoing Partners, Directors or
Executive  Officers.

(e)  Business  Experience

Mr.  MacDonald,  age  54,  is the Chairman of the Board of Equis Corporation, an
entity  owned  by  EFG  .  Mr.  McDonald  was a co-founder of EFG's predecessor,
American  Finance  Group,  which  was  established  in 1980.  Mr. MacDonald is a
member  of  the Board of Managers of Echelon Development Holdings LLC   Prior to
co-founding  American Finance Group, Mr. MacDonald held various positions in the
equipment  leasing  industry  and  the  ethical pharmaceutical industry with Eli
Lilly  &  Company.  Mr. MacDonald holds an M.B.A. from Boston College and a B.A.
degree  from  the  University  of  Massachusetts  (Amherst).

Mr.  Gary  Engle, age 54, is the sole shareholder, Director, President and Chief
Executive  Officer  of Equis Corporation, an entity owned by EFG.   Mr. Engle is
also  Chairman and Chief Executive Officer of Semele Group Inc. ("Semele") and a
member  of the Board of Managers of Echelon Development Holdings LLC.  Mr. Engle
controls  the  general  partners  of  Atlantic  Acquisition  Limited Partnership
("AALP") and Old North Capital Limited Partnership ("ONC"). Mr. Engle joined EFG
in  1990 and acquired control of EFG and its subsidiaries in December 1994.  Mr.
Engle  co-founded  Cobb  Partners  Development, Inc., a real estate and mortgage
banking company, where he was a principal from 1987 to 1989.  From 1980 to 1987,
Mr. Engle was Senior Vice President and Chief Financial Officer of Arvida Disney
Company,  a  large-scale community development organization owned by Walt Disney
Company.  Prior  to  1980, Mr. Engle served in various management consulting and
institutional brokerage capacities.  Mr. Engle has an M.B.A. degree from Harvard
University  and  a  B.S.  degree from the University of Massachusetts (Amherst).

Mr. Coyne, age 43, is Executive Vice President of Equis Corporation, the general
partner of EFG, and President and Chief Operating Officer of Semele.  He is also
a  Director  and President of Equis II Corporation. Mr. Coyne joined EFG in 1989
and  remained  with  the  company  until  May  1993 when he resigned to join the
Raymond  Company,  a  private  investment  firm,  where  he  was responsible for
financing  corporate  and real estate acquisitions.  Mr. Coyne remained with the
Raymond  Company  until November 1994 when he re-joined EFG.  From 1985 to 1989,
Mr.  Coyne was employed by Ernst & Whinney (now known as Ernst & Young LLP). Mr.
Coyne  holds a Masters degree in accounting from Case Western Reserve University
and  a  B.S.  in  Business  Administration from John Carroll University and is a
Certified  Public  Accountant.

Wayne  E.  Engle  is  Senior  Vice  President  of Equis Financial Group.  He has
primary  responsibility  for  the  day  to  day  management  of AFG Realty Inc's
Australian  and U. S. real estate holdings, and EFG's owned equipment portfolio.
Prior  to  joining  EFG  in  1995, he was Finance Director for Coventry Schools,
where  he  was  responsible  for  all  financial  reporting  and  human resource
activities.  From  1983  through  1989,  Mr.  Engle  was Director of Finance and
Administration  for  CompuServe  Data  Technologies, a division of CompuServe, a
developer  of database management systems and access control services.  While at
CompuServe,  Mr.  Engle  was  involved  in  financing all corporate research and
development  and strategic planning for new product development.  Prior to 1983,
he worked at Trans National as an accountant for the travel services side of the
business  which  included  tour  operators  in  Europe,  Asia  and the Caribbean
Islands.  Mr.  Engle  has  a  BS  degree  from  Northeastern  University.

Ms.  Ofgant,  age  37, joined EFG in July 1989 and held various positions in the
organization before becoming Senior Vice President of Equis Corporation in 1998.
Ms.  Ofgant  is  Senior  Vice  President  and  Assistant  Clerk of Equis/Echelon
Management  Corporation,  the  manager of Echelon Residential LLC.  From 1987 to
1989,  Ms.  Ofgant was employed by Security Pacific National Trust Company.  Ms.
Ofgant  holds  a  B.S.  degree  from  Providence  College.

(f)  Involvement  in  Certain  Legal  Proceedings

None.

(g)  Promoters  and  Control  Persons

Not  applicable.

Item  11.  Executive  Compensation.
-----------------------------------

(a)  Cash  Compensation

The  Trust  has no employees; however, it is managed pursuant to the Liquidating
Trust  Agreement  with Wilmington Trust Company as Trustee.  The Trustee's role,
among  other things, is to complete the liquidation of the assets and to satisfy
or  discharge  the liabilities of the Trust.  In accordance with the Liquidating
Trust  Agreement,  the Trustee has appointed Equis Corporation as the manager of
the  Trust ("Manager"), pursuant to the Appointment Agreement between Wilmington
Trust  Company  and Equis Corporation, dated November 13, 2002.  The Trustee and
the  Manager  are  both  compensated  for  such  services as provided for in the
Liquidating  Trust  Agreement.

All  operating  expenses  incurred  directly  by  the  Trust  are  disbursed  by
Wilmington Trust on behalf of the Trust. During the liquidation process, certain
operating  expenses  incurred  by the Trust are paid by Equis Corporation in its
role as Manager. Equis Corporation is reimbursed by the Trust at its actual cost
for  such  expenditures.   Fees  and other costs incurred during the period July
18,  2002  through December 31, 2002, which were paid or accrued by the Trust to
Equis  Corporation  or  its  affiliates,  were  $34,689.

In  accordance  with  the liquidation basis of accounting, the Trust recorded an
accrual  as  of  December  31,  2002  for  the estimated costs to be incurred to
liquidate  the  Trust.  Approximately $277,000 of the accrual is estimated to be
paid  to  the  Manager for salaries and other expenses incurred to liquidate the
assets.

(b)  Compensation  Pursuant  to  Plans

None.

(c)  Other  Compensation

See  discussion  in  (a)  above.

(d)     Stock  Options  and  Stock  Appreciation  Rights

Not  applicable.

(e)     Long-Term  Incentive  Plan  Awards  Table

Not  applicable.

(f)     Defined  Benefit  or  Actuarial  Plan  Disclosure

Not  applicable.

(g)  Compensation  of  Directors

None.

(h)  Termination  of  Employment  and  Change  of  Control  Arrangement

There  exists  no  remuneration plan or arrangement with the Trustee, Manager or
its affiliates which results or may result from their resignation, retirement or
any  other  termination.

Item  12.  Security  Ownership  of  Certain  Beneficial  Owners  and Management.
--------------------------------------------------------------------------------

By  virtue of its organization as a liquidating trust, the Trust has outstanding
no  securities  possessing  traditional  voting  rights.

As  of March 15, 2003, the following person or group owns beneficially more than
5%  of  the  Trust's  2,714,647  outstanding  Units:
<TABLE>
<CAPTION>


                                   Name and                    Amount      Percent
            Title                 Address of                of Beneficial    of
         of Class              Beneficial Owner               Ownership     Class
-------------------  -------------------------------------  -------------  -------
<S>                  <C>                                    <C>            <C>
Units Representing   Old North Capital Limited Partnership
Limited Partnership  1050 Waltham St., Suite 310             40,000  Units    1.47%
Interests            Lexington, MA 02421
</TABLE>


The  general  partner  of  Old  North  Capital  Limited Partnership ("ONC") is a
Massachusetts limited partnership formed in 1995.  The general partner of ONC is
controlled  by  Gary  D.  Engle and the limited partnership interests in ONC are
owned  by  Semele.  Gary  D.  Engle  is  Chairman and Chief Executive Officer of
Semele  and President, Chief Executive Officer, sole shareholder and Director of
EFG's  General  Partner. James A. Coyne, Executive Vice President of the general
partner  of  EFG,  is Semele's President and Chief Operating Officer.  Mr. Engle
and Mr. Coyne are both members of the Board of Directors of, and own significant
stock  in,  Semele.  See  Items  10  and  13  of  this  report.

The  ownership  and  organization  of EFG is described in Item 1 of this report.

Item  13.  Certain  Relationships  and  Related  Transactions.
--------------------------------------------------------------

(a)  Transactions  with  Management  and  Others

All  operating  expenses  incurred  directly  by  the  Trust  are  disbursed  by
Wilmington Trust on behalf of the Trust. The Trustee's role, among other things,
is  to  complete  the  liquidation of the assets and to satisfy or discharge the
liabilities  of the Trust.  The Trustee has engaged Equis Corporation as Manager
of  the  Trust.  The  Trustee  and  Manager are compensated for such services as
provided  for  in  the  Liquidating  Trust  Agreement.

(b)  Certain  Business  Relationships

None.

(c)  Indebtedness  of  Management  to  the  Partnership

None.

(d)  Transactions  with  Promoters

Not  applicable.

Item  14.  Controls  and  Procedures
------------------------------------

Based on their evaluation as of a date within 90 days of the filing of this Form
10-K,  the Manger's Principal Executive Officer and Chief Financial Officer have
concluded  that  the Trust's disclosure controls and procedures are effective to
ensure  that  information required to be disclosed in the reports that the Trust
files  or  submits  under  the  Securities  Exchange  Act  of  1934 is recorded,
processed,  summarized  and  reported  within  the time periods specified in the
Securities  and  Exchange  Commission's  rules  and  forms.  There  have been no
significant  changes  in  the Trust's internal controls or in other factors that
could  significantly  affect  those  controls  subsequent  to  the date of their
evaluation.

PART  IV

Item  15.  Exhibits,  Financial  Statement  Schedules  and  Reports on Form 8-K.
--------------------------------------------------------------------------------

(a)  Documents  filed  as  part  of  this  report:

(1)     All  Financial  Statements:

The  financial  statements  are  filed  as  part  of  this  report  under Item 8
"Financial  Statements  and  Supplementary  Data".

(2)     Financial  Statement  Schedules:

None.

(3)     Exhibits:

     Except as set forth below, all Exhibits to Form 10-K, as set forth in Item
601  of  Regulation  S-K,  are  not  applicable.

A  list  of  exhibits  filed  or  incorporated  by  reference  is  as  follows:

Exhibit
Number
------

Exhibit  2.12     Final  Judgment  and Order in re: Leonard Rosenblum, et al. v.
Equis  Financial  Group  Limited  Partnership,  et  al.  dated June 12, 2002 and
entered on the docket on June 18, 2002 was filed in the Registrant's Form 8-K on
July  24,  2002  and  is  incorporated  herein  by  reference.

Exhibit  2.13     Amendment  to  subsection  22(f) of the Revised Stipulation of
Settlement  dated  January  29, 2002 was filed in the Registrant's Form 10-Q for
the  quarter  ended  June 30, 2002 as Exhibit 2.13 and is incorporated herein by
reference.

Exhibit  2.14     Plan  of  Liquidation  and Dissolution dated July 18, 2002 was
filed  in  the  Registrant's  Form  10-Q  for the quarter ended June 30, 2002 as
Exhibit  2.14  and  is  incorporated  herein  by  reference.

Exhibit  2.15     Account Agency Agreement between Equis Financial Group Limited
Partnership  and Wilmington Trust Company, dated April 11, 2002 was filed in the
Registrant's  Form  10-Q for the quarter ended June 30, 2002 as Exhibit 2.14 and
is  incorporated  herein  by  reference.

Exhibit  2.16     Liquidating  Trust  Agreement  between  the  Partnership  and
Wilmington  Trust Company dated July 18, 2002 was filed in the Registrant's Form
10-Q  for  the  quarter  ended June 30, 2002 as Exhibit 2.14 and is incorporated
herein  by  reference.

Exhibit  4          Liquidating  Trust  Agreement  between  the  Partnership and
Wilmington Trust Company dated July 18, 2002 was filed in the Partnership's June
30,  2002  Quarterly  Report  as  Exhibit  2.16  and  is  incorporated herein by
reference.

Exhibit  10.1     Appointment  Agreement  between  Wilmington  Trust Company, as
Trustee  and not Individually, of the Liquidating Trusts, and Equis Corporation,
as  Manager, dated November 13, 2002 was filed in the Registrant's Form 10-Q for
the  quarter ended September 30, 2002 as Exhibit 10.1 and is incorporated herein
by  reference.

Exhibit 99.1      Certificate of the Chief Executive Officer pursuant to Section
906  of  Sarbanes  -  Oxley

Exhibit 99.2      Certificate of the Chief Executive Officer pursuant to Section
906  of  Sarbanes  -  Oxley

(b)       Reports  on  Form  8-K

None.

(c)           Other  Exhibits

None.

(d)          Financial  Statement  Schedules:

None.
<PAGE>




                                 SIGNATURE 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  thereunto  duly  authorized.



         AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP Liquidating Trust


By:        Equis Corporation, as Manager of the Trust, under a Liquidating Trust
Agreement  dated  as  of July 18, 2002, Wilmington Trust Company, as Trustee and
not  Individually

                  By:        /s/  Gary  D Engle
                             ------------------
Gary  D.  Engle
President
(Principal  Executive  Officer)

Date:     March  31,  2003
          ----------------


By:        /s/  Wayne  E.  Engle
           ---------------------
             Wayne  E.  Engle
             Vice  President
             (Duly  Authorized  Officer  and
             Chief  Financial  Officer)


Date:     March  31,  2003
          ----------------


<PAGE>
------
CERTIFICATION:


I,  Gary  D.  Engle,  certify  that:

1.  I  have reviewed this annual report on Form 10-K of AIRFUND II International
Limited  Partnership  Liquidating  Trust  (the  "Trust");

2.  Based  on  my  knowledge,  this  annual  report  does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

a)     designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  annual  report  is  being  prepared;

b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

c)     presented  in  this annual report our conclusions about the effectiveness
of  the  disclosure  controls  and  procedures based on our evaluation as of the
Evaluation  Date;

5.  The  registrant's  other  certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

d)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

e)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and


6.  The  registrant's  other  certifying  officers  and I have indicated in this
annual  report whether there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.


/s/  Gary  D.  Engle
--------------------
Gary  D.  Engle
President  (Chief  Executive  Officer)
Equis  Corporation, as Manager of the Trust, under a Liquidating Trust Agreement
dated  as  of  July  18,  2002,  Wilmington  Trust  Company,  as Trustee and not
Individually

Date:  March  31,  2003


<PAGE>
CERTIFICATION:


I,  Wayne  E.  Engle,  certify  that:

1.  I  have reviewed this annual report on Form 10-K of AIRFUND II International
Limited  Partnership  Liquidating  Trust  (the  "Trust");

2.  Based  on  my  knowledge,  this  annual  report  does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

a)     designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  annual  report  is  being  prepared;

b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

c)     presented  in  this annual report our conclusions about the effectiveness
of  the  disclosure  controls  and  procedures based on our evaluation as of the
Evaluation  Date;

5.  The  registrant's  other  certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

d)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

e)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and


6.  The  registrant's  other  certifying  officers  and I have indicated in this
annual  report whether there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.


/s/  Wayne  E.  Engle
---------------------
Wayne  E.  Engle
Vice  President  (Chief  Financial  Officer)
Equis  Corporation, as Manager of the Trust, under a Liquidating Trust Agreement
dated  as  of  July  18,  2002,  Wilmington  Trust  Company,  as Trustee and not
Individually

Date:  March  31,  2003


<PAGE>
                                  Exhibit Index


10.1  Appointment  Agreement  between  Wilmington  Trust  Company  and  Equis
Corporation

99.1  Certificate of Chief Executive Officer pursuant to Section 906 of Sarbanes
-  Oxley  Act

99.2  Certificate of Chief Financial Officer pursuant to Section 906 of Sarbanes
-  Oxley  Act



<PAGE>