SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, DC. 20549-1004
                                     
                                 FORM 10-K
                                     
               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended                        December 31, 1997

Commission file number                                0-19021

                       CYPRESS EQUIPMENT FUND, LTD.
          (Exact name of Registrant as specified in its charter)

                   Florida                                   59-2927387
       (State or other jurisdiction or                 (I.R.S. Employer
        incorporation or organization)                Identification No.)

          880 Carillon Parkway, St. Petersburg, Florida          33716
             (Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code        (813) 573-3800

Securities registered pursuant to Section 12(b) of the Act:         None
Securities registered pursuant to Section 12(g) of the Act:        24,054

                            Title of Each Class
                   Units of Limited Partnership Interest
                              $1,000 per unit

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,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x

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 such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                      YES    X      NO
                          -------      -------
Number of shares outstanding of each of Registrant's classes of securities:
                                                Number of Units
   Title of Each Class                        at December 31, 1997
   -------------------                        --------------------
Units of Limited Partnership                         24,054
Interest:  $1,000 per unit

                    DOCUMENTS INCORPORATED BY REFERENCE
                    -----------------------------------
                                     
            Parts III and IV - Form S-1 Registration Statement
                and all amendments and Supplements thereto
                             File No. 33-27741<PAGE>
                                  PART I

Item 1.  BUSINESS

General Development of Business -

     The Registrant is a Florida limited partnership (the "Partnership")
composed of Cypress Equipment Management Corporation, a California
corporation and a wholly-owned subsidiary of Cypress Leasing Corporation,
as the Managing General Partner; RJ Leasing - 2, Inc., a Florida
corporation and a second-tier subsidiary of Raymond James Financial, Inc.,
as the Administrative General Partner; Raymond James Partners, Inc., a
Florida corporation and a wholly-owned subsidiary of Raymond James
Financial, Inc., as the other General Partner; and purchasers of
partnership units as Limited Partners.

Financial Information about Industry Segments -

     The Registrant is engaged in only one industry segment, to acquire
transportation, manufacturing, industrial and other equipment (the
"Equipment") and lease the Equipment to third parties.

Narrative Description of Business -

     The Partnership acquired and leased equipment which generated cash
distributions to the Limited Partners from leasing revenues and proceeds
from disposition.  One sales-type lease represents 100% of original cost of
equipment owned as of December 31, 1997.
     
     The Partnership is currently in the process of remarketing the
remaining equipment.  When all equipment is sold, the partnership will be
dissolved.
     
     The Registrant has no direct employees.  The General Partners have
full and exclusive discretion in management and control of the Partnership.


Item 2.  PROPERTIES

   The Registrant commenced operations in December 1989, and as of December
31, 1997, the Investment in Sales Type Lease, was $986,166.


Item 3.  LEGAL PROCEEDINGS

     The Registrant is not a party to any legal proceedings.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of 1997.


                                  PART II

Item 5.  MARKET FOR THE REGISTRANT'S SECURITIES AND RELATED SECURITY HOLDER
        MATTERS
         
     (a)The Registrant's limited partnership interests are not publicly
        traded.  There is no market for the Registrant's limited
        partnership interests and it is unlikely that any will develop.

     (b)Approximate number of equity security holders:
                                         Number of Record Holders
      Title of Each Class                 as of December 31, 1997

Units of Limited Partnership Interest             1228
General Partner Interests                            3

Item 6.  SELECTED FINANCIAL DATA

                 1997        1996        1995       1994         1993
                 ----        ----        ----       ----         ----
Total                                                            
Revenues       $2,277,122  $4,272,279   $ 6,411,824 $ 7,289,486  $ 9,609,921

Net Income     $  172,236  $1,580,331   $ 3,269,481 $ 2,356,051  $ 2,363,070

Total Assets   $2,424,216  $8,753,118   $12,067,268 $18,759,210  $28,602,126

Notes Payable  $        0  $  452,427   $ 2,647,239 $ 5,800,723  $10,328,450

Distributions                                                    
to Limited                                                       
Partners Per                                                     
Limited                                                          
Partnership                                                      
Unit           *  $229.62  *  $103.01   *   $276.01              
Outstanding     - $286.48   - $119.19    -  $285.00 $    315.00  $    158.50
                                                              
Earnings Per                                                     
Limited                                                          
Partnership                                                      
Unit                                                             
Outstanding    $     7.09  $    65.04   $    134.56 $     96.97  $     97.26
                                                                 

   The selected financial data should be read in conjunction with the
financial statements and related notes appearing elsewhere in this report.
This statement is not covered by the auditor's opinion included elsewhere
in this report.

*   Distributions during 1995, 1996 and 1997 varied with the month of
admission because of the commencement of the incentive fee.

<PAGE>
Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
       RESULTS OF OPERATIONS

Results of Operations
     
     Rental income decreased from $3,096,716 for the year ended December
31, 1996, to $367,345 for the year ended December 31, 1997.  The
Partnership is winding down its operations.  The remaining asset, a Metro
III commuter aircraft, is now on lease.  Interest income increased from
$64,540 for the year ended December 31, 1996 to $107,046 for the year ended
December 31, 1997 mainly due to $50,578 in Interest Income earned on the
Sales-Type Lease.
     
     Interest expense decreased from $139,402 for the year ended December
31, 1996, to $1,621 for the year ended December 31, 1997. This decrease
primarily resulted from all debt being retired during the intervening
period.  Depreciation expense decreased for the year ended December 31,
1997 versus the same period in 1996, because the Partnership had a lower
depreciable basis of equipment as a result of sales during the last twelve
months.
     
     Management Fee expense decreased due to lower rental income for the
year ended December 31, 1997.  Incentive fees increased from $154,586 for
the year ended December 31, 1996 to $1,045,526 for the year ended December
31, 1997.  Incentive fees increased because cumulative limited partner
distributions surpassed the level which causes a higher incentive fee rate.
     
     Equipment resale fees increased from $212,581 for the year ended
December 31, 1996 to $460,285 for the year ended December 31, 1997. The
Equipment resale fee was deferred, without interest, until the Limited
Partners began receiving cumulative cash distributions equal to payout plus
an amount equal to 8% of adjusted capital contributions per annum
cumulative from each limited partner's closing date.
     
     During the year ended December 31, 1996 Rental Equipment with an
original cost of $2,742,200 was sold for a gain of $1,111,023 and Rental
Equipment Held for Sale with an original cost of $424,373 was sold at a
loss of $14,713.  During the year ended December 31, 1997 Rental Equipment
with an original cost of $10,470,886 was sold for a gain of $1,802,731 and
Rental Equipment Held for Sale with an original cost of $7,391,859 was sold
at a loss of $315,830.
     
     The net effect of the above revenue and expense items resulted in a
net income of $172,236 for the year ended December 31, 1997, compared to a
net income of $1,580,331 for the year ended December 31, 1996.
     
     All Notes payable were paid off during the year ended December 31,
1997.

     
Liquidity and Capital Resources

     The primary source of funds for the year ended December 31, 1997, were
$367,345 from leasing revenues and $5,659,831 from sale proceeds. These
funds were principally used to pay notes payable of $452,427 and to pay
distributions of $6,243,565.  As of December 31, 1997, the Partnership had
$1,440,050 of Cash and Cash Equivalents.

     In the opinion of the General Partners there are no material trends,
favorable or unfavorable, in the Partnership's capital resources, and the
resources will be sufficient to meet the Partnership's needs for the
foreseeable future.

     Short-term liquidity requirements consist of funds needed to meet
administrative expenses and cash distributions.  These short term needs
will be funded by Cash and Cash Equivalents at December 31, 1997 and
proceeds from sales during 1998.

     In the opinion of the General Partners, the Partnership has sufficient
funds or sources of funds to remain liquid for the expected life of the
Partnership.  The General Partners are not aware of any trends that
significantly affect the Partnership's liquidity.

     Cash and Cash Equivalents at December 31, 1997, was $1,440,050.  The
Partnership had net income of $172,236 for the year ended December 31,
1997. After adjusting for depreciation and amortization and the changes in
operating assets and liabilities, net cash provided by operating activities
was $2,518,206.  Cash provided by investing activities was $4,675,667
primarily from the sale of equipment.  Cash used in financing activities
totaled $6,701,316, which was primarily payments on notes payable of
$452,427 and distributions of $6,243,565.

     Actual cash distributions for the year ended December 31, 1997 and
1996, were $6,243,565 and $2,761,050, respectively.

     
<PAGE>



                       INDEPENDENT AUDITOR'S REPORT


To the Partners of
  Cypress Equipment Fund, Ltd.

     We have audited the accompanying balance sheets of Cypress Equipment
Fund, Ltd. as of December 31, 1997 and 1996, and the related statements of
operations, partners' equity and cash flows for each of the three years in
the period ended December 31, 1997.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.
     
     We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for
our opinion.
     
     In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cypress
Equipment Fund, Ltd. as of December 31, 1997 and 1996, and the results of
its operations and its cash flows for each of the three years in the
period ended December 31, 1997 in conformity with generally accepted
accounting principles.
     
     Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The schedules listed under
Item 14 are presented for purposes of complying with the Securities and
Exchange Commission's rules and are not part of the basic financial
statements.  These schedules have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,
fairly state in all material respects the financial data required to be set
forth therein in relation to the basic financial statements taken as a
whole.
     
     As discussed in Note 8, the Partnership is winding down its operation.
     
     
                                  SPENCE, MARSTON, BUNCH, MORRIS & CO.
                                          Certified Public Accountants

Clearwater, Florida
March 12, 1998<PAGE>
Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                                     
                       CYPRESS EQUIPMENT FUND, LTD.
                              BALANCE SHEETS
                               DECEMBER 31,
                                                  1997           1996
                                                  ----           ----
ASSETS                                                                     
                                                                           
Rental Equipment, at Cost                      $          0    $ 10,470,886
  Less:  Accumulated Depreciation                         0     (6,613,785)
                                              -------------   -------------
                                                          0       3,857,101
                                                                           
Rental Equipment Held for Sale                            0       3,558,111
Net Investment in Sales Type Lease                  775,663               0
Rent Receivable                                           0         385,129
Prepaid Expense                                           0           4,425
Deferred Debt Costs (Net of Accumulated                                    
Amortization of $141,481 and $135,298,                                     
Respectively)                                             0             859
Cash and Cash Equivalents                         1,440,050         947,493
                                               ------------    ------------
    Total Assets                               $  2,215,713    $  8,753,118
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
                                                                           
Liabilities:                                                               
Interest Payable                               $          0    $      8,106
Payable to:  General Partners                       202,175         265,503
             Affiliates                                   0           5,446
             Others                                       0          40,271
Payable to Euro-Continental Reserve                  11,552               0
Payable to Euro-Continental Deposit                  59,950               0
Commissions Payable                                  32,000               0
Notes Payable                                             0         452,427
                                              -------------   -------------
    Total Liabilities                               305,677         771,753
                                              -------------   -------------
Commitments and Contingencies                             -               -
                                                                           
Partners' Equity:                                 2,100,625       8,111,242
Limited Partners (24,054 units outstanding         (190,589)       (129,877)
at December 31, 1997 and 1996)                -------------   -------------
General Partners                                  1,910,036       7,981,365
                                              -------------   -------------
    Total Partners' Equity                     $  2,215,713    $  8,753,118
                                              =============   =============
    Total Liabilities and Partners' Equity

The accompanying notes are an integral part of these financial statements.<PAGE>
                       CYPRESS EQUIPMENT FUND, LTD.
                         STATEMENTS OF OPERATIONS
                     FOR THE YEARS ENDED DECEMBER 31,

                                   1997           1996            1995
                                   ----           ----            ----
Revenues:                                                                  
Rental Income                    $   367,345    $ 3,096,716     $ 4,588,004
Interest Income                      107,046         64,540         110,423
Gain on Sale of Equipment          1,802,731      1,111,023       1,713,397
                                ------------   ------------    ------------
Total Revenues                     2,277,122      4,272,279       6,411,824
                                ------------   ------------    ------------
Operating Expenses:                                                        
Loss on Sale of Rental                                                     
Equipment Held for Sale              315,830         14,713               0
Loss on Sale of Other                 38,310              0               0
Management Fees-General                                                    
Partners                              17,705        120,540         153,163
Incentive Fees-General                                                     
Partners                           1,045,526        154,586          79,834
Resale Fees-General Partners         460,285        212,581               0
General Administrative:                                                    
  Affiliate                           31,216         49,504          40,855
  Other                              188,210        196,564         181,850
Interest Expense                       1,621        139,402         350,757
Depreciation and Amortization          6,183      1,354,058       2,335,884
Write Down of Rental                                                       
Equipment   Held for Sale                  0        450,000               0
                                 -----------    -----------     -----------
  Total Operating Expenses         2,104,886      2,691,948       3,142,343
                                 -----------    -----------     -----------
Net Income                       $   172,236    $ 1,580,331     $ 3,269,481
                                ============   ============    ============
Allocation of Net Income:                                                  
  Limited Partners               $   170,514    $ 1,564,528     $ 3,236,786
  General Partners                     1,722         15,803          32,695
                                ------------   ------------    ------------
                                 $   172,236    $ 1,580,331     $ 3,269,481
                                ============   ============    ============
Net Income per $1,000 Limited                                              
Partnership Unit Outstanding     $      7.09    $     65.04     $    134.56
                                ============   ============    ============
Number of Limited Partnership                                              
Units                                 24,054         24,054          24,054
                                ============   ============    ============
                                                                           

The accompanying notes are an integral part of these financial statements.<PAGE>
                       CYPRESS EQUIPMENT FUND, LTD.
                      STATEMENTS OF PARTNERS' EQUITY
        FOR THE THREE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995

                                  Limited        General         Total
                                 Partners'      Partners'      Partners'
                                  Equity         Deficit         Equity
                                 --------       --------        --------
Balance at December 31, 1994     $12,819,724     $  (82,318)    $12,737,406
                                                                           
Net Income - 1995                  3,236,786         32,695       3,269,481
                                                                           
Distributions - 1995              (6,776,355)       (68,448)     (6,844,803)
                                ------------      ---------     -----------
Balance at December 31, 1995       9,280,155       (118,071)      9,162,084
                                                                           
                                                                           
Net Income - 1996                  1,564,528         15,803       1,580,331
                                                                           
Distributions - 1996              (2,733,441)       (27,609)     (2,761,050)
                                 -----------      ---------    ------------
Balance at December 31, 1996       8,111,242       (129,877)      7,981,365
                                                                           
                                                                           
Net Income - 1997                    170,514          1,722         172,236
                                                                           
Distributions - 1997              (6,181,131)       (62,434)     (6,243,565)
                                ------------      ---------    ------------
Balance at December 31, 1997     $ 2,100,625     $ (190,589)    $ 1,910,036
                                ============    ===========    ============
                                                                           

                The accompanying notes are an integral part
                      of these financial statements.<PAGE>
                       CYPRESS EQUIPMENT FUND, LTD.
                         STATEMENTS OF CASH FLOWS
                     FOR THE YEARS ENDED DECEMBER 31,
                                    1997          1996           1995
                                     ----          ----           ----
Cash Flows from Operating                                                  
Activities:                                                                
 Net Income                        $   172,236   $ 1,580,331    $ 3,269,481
 Adjustments to Reconcile Net                                              
Income to Net Cash Provided                                                
by Operating Activities:                                                   
  (Gain) on Sale of Equipment       (1,802,731)   (1,111,023)    (1,713,397)
  Depreciation and Amortization          6,183     1,354,058      2,335,884
  Write Down of Rental                                                     
Equipment   Held for Sale                    0       450,000              0
  Changes in Operating Assets                                              
and Liabilities:                                                           
   Decrease in Rental Equipment                                            
Held for Sale                        3,558,111       179,033              0
   Decrease in Rent Receivable         385,128        53,229         75,601
   (Increase) Decrease in                                                  
Prepaid Expenses                         4,425       (4,425)         22,960
   (Decrease) in Interest                                                  
Payable                                 (8,106)      (34,976)       (36,895)
   Increase (Decrease) in                                                  
Payable to:                                                                
    General Partners                   (63,328)       195,916       (23,612)
    Affiliates                          (5,446)         5,446        (4,410)
    Other                               63,231        22,682         17,589
   Increase in Unearned                208,503             0              0
Interest                                                                   
   Increase (Decrease) in                    0       (43,687)           192
Unearned Revenue                  ------------  ------------   ------------
                                                                           
     Net Cash Provided by            2,518,206     2,646,584      3,943,393
Operating Activities              ------------  ------------   ------------
                                                                           
Cash Flows from Investing                                                  
Activities:                                                                
 Increase (Decrease) in                      0       (84,000)        84,000
Accounts  Payable                            0             0        (84,000)
 Purchases of Equipment              5,659,831     2,516,686      4,923,845
 Proceeds from Sale of                (984,166)            0              0
Equipment                          -----------   -----------    -----------
 Investment in Sales Type Lease                                            
                                     4,675,665     2,432,686      4,923,845
     Net Cash Provided by          -----------   -----------    -----------
Investing Activities                                                       
                                                                           
                                                                           
<PAGE>
                                                                           
                                                                           
                                                                           
                                                                           
                                                                           
Cash Flows from Financing             (452,427)   (2,194,812)    (3,153,484)
Activities:                                                                
 Payment of Notes Payable               (5,322)       (4,258)        (7,000)
 (Increase) in Deferred Debt        (6,243,565)   (2,761,050)    (6,844,803)
Costs                              -----------   -----------    -----------
 Distributions to Partners                                                 
                                    (6,701,314)   (4,960,120)   (10,005,287)
     Net Cash Used In Financing    -----------   -----------    -----------
Activities                             492,557       119,150     (1,138,049)
                                                                           
Increase (Decrease) in Cash                                                
                                       947,493       828,343      1,966,392
Cash and Cash Equivalents at       -----------   -----------    -----------
Beginning of Period                                                        
                                   $ 1,440,050   $   947,493    $   828,343
Cash and Cash Equivalents at       ===========   ===========    ===========
End of Period                                                              


                                                              

Supplemental Cash Flow Information:
                                                              
Interest Paid                       $    9,727    $  174,378     $  387,652
                                  ============   ===========    ===========
                                                                           


Supplemental Schedule of Non-Cash Investing Activities:

In 1995, Rental Equipment with a cost of $3,389,924 and a net book value of
$1,355,974 was transferred to Rental Equipment Held for Sale.

In 1996, Rental Equipment with a cost of $6,205,669 and a net book value of
$2,432,180 (after the write down of $175,000) was transferred to Rental
Equipment Held for Sale.

The  leasing of equipment previously held for sale resulted in  a  non-cash
reclassification in August 1997 causing an increase in Rental Equipment  of
$768,054 and a decrease in Rental Equipment Held for Sale of $768,054.






                The accompanying notes are an integral part
                      of these financial statements.<PAGE>
                       CYPRESS EQUIPMENT FUND, LTD.
                                     
                       NOTES TO FINANCIAL STATEMENTS
                             December 31, 1996
                                     
NOTE 1 - ORGANIZATION

     Cypress Equipment Fund, Ltd. (the "Partnership"), a Florida limited
partnership, was formed March 3, 1989, for the purpose of acquiring and
leasing transportation, manufacturing, industrial and other equipment.  The
Partnership commenced operations on December 1, 1989 and will terminate on
December 31, 2010, or sooner, in accordance with the terms of the Limited
Partnership Agreement.  The Partnership has received Limited and General
Partners' capital contributions of $24,054,000 and $2,000, respectively.
     
     Cypress Equipment Management Corporation, a California corporation and
a wholly-owned subsidiary of Cypress Leasing Corporation, is the Managing
General Partner; RJ Leasing - 2, Inc., a Florida corporation and a second-
tier subsidiary of Raymond James Financial, Inc., is the Administrative
General Partner; and Raymond James Partners, Inc., a Florida corporation
and a wholly-owned subsidiary of Raymond James Financial, Inc., is the
other General Partner.

     Cash distributions, subject to payment of the equipment management
fees, and profits and losses of the Partnership shall be allocated 99% to
the Limited Partners and 1% to the General Partners.  The General Partners
are being paid an incentive management fee equal to 3.4593% of the cash
available for distribution to the extent that an individual Limited
Partner's share of such distribution causes that individual Limited
Partner's cumulative cash distributions to exceed that Limited Partner's
capital contribution.  For those Limited Partners who have received
cumulative cash distributions equal to his capital contributions plus an
amount equal to 8% of adjusted capital contributions per annum, the General
Partners are being paid a management fee equaling 23.4593% of cash
available for distributions and an equipment resale fee for the sales price
of the equipment times the lesser of one half of any brokerage fee paid for
services in connection with the sale of equipment or 3% of the sales price
of the equipment.


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

     The Partnership utilizes the accrual basis of accounting whereby
revenues are recognized when earned and expenses are recognized as
obligations when incurred.

Cash and Cash Equivalents

     It is the Partnership's policy to include all money market funds,
commercial paper, and banker's acceptances with an original maturity of
three months or less in Cash and Cash Equivalents.

Concentration of Credit Risk

     Financial instruments which potentially subject the Partnership to
concentrations of credit risks consist principally of cash investments and
rents receivable.  The cash investments are placed in high credit quality
financial institutions and in a money market mutual fund that is managed by
a wholly-owned subsidiary of Raymond James Financial, Inc.  The Partnership
receives rental income exclusively from lessees.  Management does not
believe that significant credit risk exists in relation to these accounts
at December 31, 1997.

     The Partnership maintains deposits in excess of federally insured
limits.  Statement of Financial Accounting Standards No. 105 requires
disclosure regardless of the degree of risk.

Use of Estimates in the Preparation of Financial Statements

     The preparation of financial statements in conformity with generally
accepted accounting principles requires the use of estimates that affect
certain reported amounts and disclosures.  These estimates are based on
management's knowledge and experience.  Accordingly, actual results could
differ from these estimates.

Offering and Commission Costs

     Offering and commission costs were charged against Limited Partners'
Equity upon admission of Limited Partners.

Leases

     Operating

     The Partnership accounts for its leases in accordance with the
operating method.  Under the operating method of accounting, the leased
equipment is recorded as an asset at cost and depreciated on the declining
balance method using an eight to twelve year life.  Rental income is
recognized ratably over the terms of the leases.

     The Partnership's policy is to periodically review the estimated
future rental income including remarketing of its leased equipment ("Future
Revenues").  Should such review indicate that estimated Future Revenues
will not exceed expenses including depreciation in any future period, the
Partnership will revise its depreciation policy as appropriate.

     Sales-Type Lease

     The Partnership owns one sales-type lease.  When the Partnership
entered into the lease, the present value of the sum of the minimum lease
payments receivable from the lessee was reported as the sales price and the
net book value of the equipment was the cost.  The Investment in Sales-Type
Lease is reported at the present value of the sum of the minimum lease
payments, using the interest rate implicit in the lease as the discount
factor.  The difference between the sum of the minimum lease payments and
the present value of the sum of the minimum lease payments is reported as
unearned income, which is amortized over the remaining lease term using the
interest method.

Rental Equipment Held for Sale

     The Partnership's policy is to periodically review the market value of
Rental Equipment Held for Sale with its net book value.  Should such a
review indicate that the net book value exceeds the market value, an
additional write down will be taken.  The net book value of Rental
Equipment Held for Sale exceeded market value resulting in a write down of
$450,000 for the year ended December 31, 1996.

Income Taxes

     Federal and state income tax regulations provide that taxes on the
income or loss of the Partnership are reportable by the Partners in their
individual income tax returns.  Accordingly, no provision for such taxes
has been made.

Per Unit Computations

     Per unit computations are based on the number of $1,000 limited
partnership units outstanding as follows:  24,054 units outstanding for the
period from January 1, 1995 through December 31, 1997.

Reclassifications

     For comparability, the 1995 and 1996 figures have been reclassified
where appropriate to conform to the financial statement presentation used
in 1997.


NOTE 3 - RELATED PARTY TRANSACTIONS

General Partners

     The General Partners have contributed a total of $2,000 to the
Partnership.

     Equipment management fees of $17,705, $120,540, and $153,163 (5% of
gross rentals from rental equipment subject to operating leases, 2% of
gross rentals from rental equipment subject to full payout leases, or 1% of
gross rentals from rental equipment subject to operating leases for which
the Administrative and Managing General Partners arrange for and actively
supervise the performance of services); incentive management fees of
$1,045,526, $154,586, and $79,834; and equipment resale fees of $460,285,
$212,581, and $0 were paid or accrued to the Administrative and Managing
General Partners in 1997, 1996, and 1995, respectively.  Gross rentals for
purposes of calculating equipment management fees include cash revenues
received by the Partnership subsequent to the date of purchase, including
cash revenues that relate to periods prior to the date of purchase.

Affiliates of the General Partner

     The following amounts were paid or accrued to affiliates of the
Administrative General Partner:  $31,216 in 1997, $49,504 in 1996, and
$40,855 in 1995 for reimbursement of general and administrative expenses on
an accountable basis.

     In December 1993, Cypress Leasing Corporation, parent of the Managing
General Partner, purchased a group of assets from the seller of the initial
specified equipment, including the seller's right to receive 15% of the net
residual proceeds of the Cypress Equipment Fund, Ltd. with respect to the
Celanese, MOPAC, and USX transactions.  In 1995, Cypress Leasing
Corporation was paid $412,974 for these residual proceeds.  In 1997 and
1996 Cypress Leasing Corporation was paid $0 and $0.


NOTE 4 - LEASES

        Sales-Type Lease

        The components of the Partnership's Investment in Sales-Type Lease
at December 31, 1997 are as follows:

        Total Minimum Lease
          Payments to be Received        $ 984,166
        Unearned Income                   (208,503)
        Net Investment in                ---------
          Sales-Type Lease               $ 775,663
                                         =========

        Future minimum rentals to be received on this lease at December 31,
1997, are as follows:

        Year Ending December 31,

                1998                     $ 300,000
                1999                       684,166
                                         ---------
                Total                    $ 984,166
                                         =========

NOTE 5 - NOTES PAYABLE

     Notes payable at December 31, 1996, consist of the following:

As of December 31, 1996:

       Non-recourse note payable secured
       by equipment with fixed interest rate
       of 8.6%.                                 $    452,427
                                                ============
NOTE 6 - TAXABLE INCOME

     The Partnership's taxable income differs from financial income
primarily due to depreciation which is recorded under the Modified
Accelerated Cost Recovery System (MACRS).  The following is a
reconciliation between net income as reported and Partnership income for
tax purposes:

                                   1997           1996            1995
                                   ----           ----            ----
Net income per financial         $   172,236    $ 1,580,331     $ 3,269,481
statements                                                                 
                                                                           
Tax gain in excess of (less                                                
than) financial gain on sale                                               
of equipment                       1,380,220       (621,213)        767,180
                                                                           
Tax depreciation less than                                                 
(in excess of) financial                                                   
depreciation                               0        288,293         (95,522)
                                ------------   ------------    ------------
                                                                          
Partnership income for tax                                                 
purposes                         $ 1,552,456    $ 1,247,411     $ 3,941,139
                               =============  =============   =============
                                                                           


NOTE 7 - MAJOR LESSEE INFORMATION

     Two lessees accounted for $77,025 and $290,320 of rental income for
the year ended December 31, 1997.  Three lessees accounted for $1,848,616,
$528,000, and $468,517 of rental income for the year ended December 31,
1996.  Three lessees accounted for $1,848,616, $528,000, and $520,575 of
rental income for the year ended December 31, 1995.


NOTE 8 - OTHER

     As the Partnership's remaining lease expires in 1999, the Partnership
is winding down its operations.  Dissolution will occur after the
Partnership's last asset is sold.


NOTE 9 - COMMITMENTS AND CONTINGENCIES

     The General Partners are reviewing the facts and circumstances related
to the amount of the equipment resale fees payable to the Managing General
Partner and have engaged legal counsel to help resolve this issue.  It is
possible that additional equipment resale fees totalling $134,000 could be
paid in 1998 to the Managing General Partner.

Item 9.  Disagreements on Accounting and Financial Disclosures

       None.
<PAGE>
                                     
                                     
                                 PART III


Item 10.    Directors and Executive Officers of the Registrant

     Information regarding the officers and directors of the General
Partners is listed within the section captioned "Management" on pages 40
through 43 of the Prospectus which is incorporated herein by reference.


Item 11.    Executive Compensation

     The Partnership has no directors or officers.  See Item 13 for
compensation to the General Partners and affiliates.


Item 12.    Security Ownership of Certain Beneficial Owners and Management

     The General Partners of Cypress Equipment Fund, Ltd., as purchasers of
Partnership units, own 0 units of the outstanding securities of the
Partnership as of December 31, 1997.  Given below is information regarding
ownership of units by directors and officers of the General Partners of
Cypress Equipment Fund, Ltd.:

                        Number of Limited
   Name of              Partnership Units
Beneficial Owner        Individually Owned          % of Class

John M. McDonald                10                    .04


     The Registrant is a Limited Partnership and therefore does not have
voting securities.  To the knowledge of the Partnership, no person owns of
record, or beneficially, more than 5% of the Partnership's outstanding
units.


Item 13.    Certain Relationships and Related Transactions

     The Partnership has no officers or directors.  However, under the
terms of the public offering, various kinds of compensation and fees are
payable to the General Partners and their affiliates during the
organization and operations of the Partnership.  The amounts and kinds of
compensation and fees are described on pages 8 through 10 of the Prospectus
under the caption "Management Compensation", which is incorporated herein
by reference.  See Note 3 of Notes to Financial Statements in Item 8 of the
Annual Report on Form 10-K for amounts accrued or paid to the General
Partners and their affiliates during the periods ended December 31, 1997,
December 31, 1996, and December 31, 1995.<PAGE>
                                  PART IV


Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-
K

a.              (1)Financial Statements -

                (2)Financial Statement Schedules -

            V.  Rental Equipment.
            VI. Accumulated Depreciation of Rental Equipment.
                  
          * All other schedules are omitted because they are not
            applicable or not required, or because the required
            information is shown in the financial statements or in the
            notes thereto.

                (3)Exhibit Index -

         Table
        Number                                              Page

        2      Plan of liquidation, organization,
               arrangement, liquidation, or succession         ***
        3      Articles of incorporation and by-laws            *
        4      Instruments defining the rights of
               security holders, including debentures           *
        9      Voting Trust Agreement                          ***
       10      Material Contracts                              ***
       11      Computation of per share earnings               ***
       12      Computation of ratios                           ***
       13      Annual report to security holders               ***
       18      Letter re: change in accounting
               principles                                      ***
       19      Previously unfiled documents                    ***
       22      Subsidiaries of the Registrant                  ***
       23      Published report regarding matters
               submitted to vote of security holders           ***
       24      Consents of experts and counsel                 ***
       25      Power of Attorney                                *
       28      Additional Exhibits
       28.01   Option Agreement, dated as of July
               31, 1989, between Steiner Financial
               Corporation, ("Grantor") and Cypress
               Equipment Fund, Ltd. ("Purchaser").              **
       28.02   Security Agreement made the 1st day
               of December, 1989, by and between
               Steiner Financial Corporation
               ("Secured Party") and Cypress
               Equipment Fund, Ltd. "Debtor").                  **
       28.03   Indemnification Agreement dated as of
               December 1, 1989 by RJ Leasing - 2,
               Inc. and Raymond James Partners, Inc.
               (collectively referred to as the
               "General Partners") in favor of
               Steiner Financial Corporation, its
               officers, directors, employees,
               agents, subsidiaries, and affiliates
               (collectively the "Indemnities").                **
       28.04   Indemnification Agreement dated as of
               December 1, 1989 by Cypress Equipment
               Management Corporation ("Cypress") in
               favor of Steiner Financial Corporation,
                its officers, directors, employees,
               agents, subsidiaries and affiliates
               (collectively, the "Indemnities").               **
       28.05   Promissory Note dated December 1,
               1989 between Cypress Equipment Fund,
               Ltd. ("Borrower") and Steiner
               Financial Corporation ("Lender") in
               the amount of $850,000.                          **
       28.06   Purchase Agreement dated December 1,
               1989, between Steiner Financial
               Corporation ("Seller") and Cypress
               Equipment Fund, Ltd. ("Purchaser").              **
       28.07   Lease of Railroad Equipment dated as
               of June 15, 1974, between First
               Security Bank of Utah, N.A. (Lessor)
               as Owner Trustee under a Trust
               agreement dated as of June 15, 1974
               with First Security Leasing Company
               or its successors and assigns
               (Beneficiary) and Grand Trunk Western
               Railroad Company (Lessee).                       **
       28.08   Assignment and Assumption Agreement
               entered into as of December 1, 1989,
               between Steiner Financial Corporation
               ("Seller") and Cypress Equipment
               Fund, Ltd. ("Purchaser").                        **
       28.09   Amendment No. 1 to Trust Agreement
               dated as of June 15, 1974 between
               Steiner Financial Corporation and
               First Security Bank of Utah, N.A.,
               dated as of November 27, 1989,
               acknowledged and agreed to by Cypress
               Equipment Fund, Ltd.                             **
       28.10   Purchase Agreement dated December 1,
               1989, between Steiner Financial
               Corporation ("Seller") and Cypress
               Equipment Fund, Ltd. ("Purchaser").              **
       28.11   Equipment Lease Agreement No. 6,
               dated as of November 1, 1982 between
               First Security Bank of Utah, National
               Association, as trustee of USS Trust
               No. 6 (Lessor), and United States
               Steel Corporation (Lessee).                      **
       28.12   Bill of Sale dated as of the 15th day
               of November, 1989, between First
               Security Bank of Utah, N.A. (the
               "Seller") and Steiner Financial
               Corporation (the "Buyer").                       **
       28.13   Assignment & Assumption Agreement
               entered into as of the 15th day of
               November, 1989, by and between First
               Security Bank of Utah, N.A., as
               trustee of USS Trust No. 6
               ("Assignor") and Steiner Financial
               Corporation ("Assignee").                        **
       28.14   Assignment and Assumption Agreement
               entered into as of December 1, 1989,
               between Steiner Financial Corporation
               ("Seller") and Cypress Equipment
               Fund, Ltd., a Florida limited
               partnership ("Purchaser").                       **
       28.15   Purchase Agreement dated January 16,
               1990, between Steiner Financial
               Corporation ("Seller") and Cypress
               Equipment Fund, Ltd. ("Purchaser").              **
       28.16   Lease of Railroad Equipment dated as
               of June 1, 1977 between Consolidated
               Rail Corporation and First Security
               Bank of Utah, National Association,
               not in its individual capacity but
               solely as Trustee under a Trust
               Agreement dated as of the date hereof
               with Steiner, Sea, Air & Rail Co., CI
               Transportation Leasing Corporation
               and The Fifth Third Leasing Company.             **
       28.17   Assignment and Assumption Agreement
               entered into as of January 16, 1990,
               between Steiner Financial Corporation
               ("Seller") and Cypress Equipment
               Fund, Ltd. ("Purchaser").                        **
       28.18   Amendment No. 1 to Trust Agreement
               dated as of June 1, 1977 between
               Steiner Sea, Air & Rail Co., (n/k/a
               Steiner Financial Corporation) CI
               Transportation Leasing Corporation
               (n/k/a Sanwa Business Credit
               Corporation) and General Electric
               Railcar Services Corporation
               (assignee of The Fifth Third Leasing
               Company) (the "Owners") and First
               Security Bank of Utah, N.A. (the
               "Trustee"), dated as of  December 29,
               1989, acknowledged and agreed to by
               Cypress Equipment Fund, Ltd.                     **
       28.19   Trust Agreement dated as of June 1,
               1977 between Steiner Sea, Air & Rail
               Co., CI Transportation Leasing
               Corporation and The Fifth Third
               Leasing Company as Owners, and First
               Security Bank of Utah, National
               Association as Trustee.                          **
       28.20   Purchase Agreement dated January 16,
               1990, between Grand Trunk Western
               Railroad Company and Cypress
               Equipment Fund, L.P..                            **
       28.21   Asset Purchase Agreement dated as of
               July 12, 1990 between SH Leasing,
               Inc., and Cypress Equipment Fund,
               Ltd.                                             **
       28.22   Assignment and Assumption Agreement
               dated July 12, 1990 between SH
               Leasing, Inc. and Cypress Equipment
               Fund, Ltd.                                       **
       28.23   Private Act of Sale and Assumption of
               Mortgage between SH Leasing, Inc.
               (Vendor) and Cypress Equipment Fund,
               Ltd. (Vendee), dated the 11th day of
               July, 1990.                                      **
       28.24   Residual Sharing Agreement made as of
               July 12, 1990 between Cypress
               Equipment Fund, Ltd. and SH Leasing,
               Inc.                                             **
       28.25   Lease Agreement dated as of July 15,
               1974 among Unilease No. 10, Inc., as
               Lessor and System Fuels, Inc., as
               Lessee and Middle South Utilities,
               Inc.                                             **
       28.26   Lease of Railroad Equipment dated as
               of October 30, 1990 between Cypress
               Equipment Fund, Ltd. ("Lessor") and
               CSX Transportation, Inc. ("Lessee").             **
       28.27   Memorandum of Lease of Railroad
               Equipment dated as of November 28,
               1990 between Cypress Equipment Fund,
               Ltd. ("Lessor") and CSX
               Transportation, Inc. ("Lessee").                 **
       28.28   Purchase Agreement dated November
               30, 1990 between Helm Financial
               Corporation ("Seller") and Cypress
               Equipment Fund, Ltd. ("Purchaser").              **
       28.29   Purchase Agreement dated November
               30, 1990 between American Security
               Bank, N.A. ("Seller") and Cypress
               Equipment Fund, Ltd. ("Purchaser").              **
       28.30   Purchase Agreement dated November
               30, 1990 between Great American
               Insurance Company ("Seller") and
               Cypress Equipment Fund, Ltd.
               ("Purchaser").                                   **
       28.31   Memorandum of Security Agreement
               dated as of December 3, 1990 between
               Cypress Equipment Fund, Ltd. (the
               "Debtor") and The Philadelphia
               National Bank (the "Secured Party")
               incorporated as CoreStates Bank,
               N.A.                                             **
       28.32   Non-recourse Promissory Note in the
               amount of $735,653.60 dated December
               3, 1990 between Cypress Equipment
               Fund, Ltd. ("Maker") and The
               Philadelphia National Bank
               incorporated as CoreStates Bank,
               N.A. ("Payee").                                  **
       28.33   Security Agreement dated as of
               December 3, 1990 between Cypress
               Equipment Fund, Ltd. (the "Debtor")
               and The Philadelphia National Bank
               incorporated as CoreStates Bank,
               N.A. (the "Secured Party").                      **
       28.34   Bill of Sale dated December 3, 1990
               between American Security Bank, N.A.
               ("Seller") and Cypress Equipment
               Fund, a Florida Limited Partnership
               Purchaser").                                     **
       28.35   Bill of Sale dated December 3, 1990
               between Great American Insurance
               Company ("Seller") and Cypress
               Equipment Fund, Ltd. ("Purchaser").              **
       28.36   Bill of Sale dated December 3, 1990
               between Helm Financial Corporation
               ("Seller") and Cypress Equipment
               Fund, a Florida Limited Partnership
               Purchaser").                                     **
       28.37   Bill of Sale between American
               Security Bank, N.A. ("Seller") and
               Cypress Equipment Fund, a Florida
               Limited Partnership ("Purchaser").               **
       28.38   Assignment of Lease executed and
               delivered as of December 3, 1990
               from Cypress Equipment Fund, Ltd.
               ("Assignor") to The Philadelphia
               National Bank incorporated as
               CoreStates Bank, N.A.                            **
       28.39   Consent and Agreement executed and
               delivered as of November 28, 1990
               between CSX Transportation, Inc. and
               The Philadelphia National Bank
               incorporated as CoreStates Bank,
               N.A.                                             **
       28.40   Rail Equipment Exchange Agreement
               dated as of November 14, 1990
               between David R. Eckles and Brad S.
               Wind.                                            **
       28.41   Assignment, Assumption and Consent
               Agreement entered into July 8, 1986
               between Helm Financial Corporation,
               Brian D. Stucker, and The
               Philadelphia National Bank.                      **
       28.42   Purchase and Sale Agreement made as
               of November 26, 1990 by and among
               Cypress Equipment Fund, L.P.
               ("Purchaser") and American Finance
               Group ("Seller").                                **
       28.43   Schedule 1, Assignment and
               Assumption Agreement and Bill of
               Sale dated as of November 26, 1990
               between Cypress Equipment Fund, L.P.
               ("Purchaser") and American Finance
               Group ("Seller").                                **
       28.44   Master Equipment Lease Agreement No.
               9010DEG422, dated as of October 11,
               1990, between American Finance Group
               ("Lessor") and GAF Building
               Materials Corporation ("Lessee").                **
       28.45   Master Equipment Lease Agreement No.
               8510NJG210 dated as of October 25,
               1985 between American Finance Group,
               Inc., Lessor, and GAF Corporation,
               Lessee.                                          **
       28.46   Incumbency Certificate for GAF
               Building Materials Corporation dated
               as of October 11, 1990.                          **
       28.47   Desktop Appraisal of Selected
               Equipment dated September 24, 1990
               by Independent Equipment Company.                **
       28.48   Assignment of Invoice dated as of
               November 26, 1990 by and between
               American Finance Group ("Lessor")
               and Cypress Leasing Corporation
               ("Assignee") pertaining to Tri-Lift,
               Inc. ("Vendor").                                 **
       28.49   Assignment of Invoice dated as of
               November 26, 1990 by and between
               American Finance Group ("Lessor")
               and Cypress Leasing Corporation
               ("Assignee") pertaining to Toyota
               Industrial Equipment ("Vendor").                 **
       28.50   Purchase Agreement dated as of
               November 1, 1990, between Sovran
               Leasing Corporation ("Seller"), and,
               First Security Bank of Utah, N.A.,
               not in its individual capacity but
               solely as Trustee (Purchaser").                  **
       28.51   Assignment and Assumption Agreement,
               entered into as of November 1, 1990,
               between Sovran Leasing Corporation
               ("Seller"), and First Security Bank
               of Utah, N.A., not in its individual
               capacity but solely as Trustee
               ("Purchaser").                                   **
       28.52   Mortgage and Loan Agreement dated as
               of November 1, 1990 among First
               Security Bank of Utah, N.A., not in
               its individual capacity but solely
               as Trustee and Cypress Equipment
               Fund, Ltd., collectively, as
               Borrower and Sovran Leasing
               Corporation, as Lender.                          **
       28.53   Non-recourse Promissory Note, Series
               1 (Secured by Lease Obligations of
               Allegheny Commuter Airlines, Inc.)
               in the amount of $1,798,320.61.                  **
       28.54   Aircraft Lease dated as of May 1,
               1985, between Suburban Funding
               Corporation as Lessor and Suburban
               Airlines, Inc. as Lessee.                        **
       28.55   Bill of Sale dated December 7, 1990
               by Sovran Leasing Corporation
               (Seller).                                        **
       28.56   Appraisal Report on a Shorts SD3-60
               Aircraft, dated September 25, 1990,
               prepared for Cypress Leasing
               Corporation by BK Associates, Inc.               **
       28.57   Sale and Lease Agreement, dated as
               of July 10, 1991 between First
               Security Bank of Utah, National
               Association, as Owner Trustee
               ("Lessor") and Southwest Airlines
               Co. ("Lessee").                                  **
       28.58   Sale and Lease Agreement Supplement
               No. 1, dated July 15, 1991 between
               First Security Bank of Utah,
               National Association ("Lessor") and
               Southwest Airlines Co. ("Lessee").               **
       28.59   Trust Agreement, dated as of July
               10, 1991 between Cypress Equipment
               Fund, Ltd. ("Owner Participant") and
               First Security Bank of Utah,
               National Association ("Owner
               Trustee").                                       **
       28.60   Participation Agreement, dated as of
               July 10, 1991 among Southwest
               Airlines Co. ("Lessee"), Cypress
               Equipment Fund, Ltd. ("Owner
               Participant"), Nationwide Life
               Insurance Company ("Lender") and
               First Security Bank of Utah,
               National Association ("Owner
               Trustee").                                       **
       28.61   Tax Indemnity Agreement, dated as of
               July 10, 1991, is made and entered
               into among First Security Bank of
               Utah, National Association
               ("Trustee"), Cypress Equipment Fund,
               Ltd. ("Owner  Participant") and
               Southwest Airlines Co. ("Lessee").               **
       28.62   Security Agreement and Mortgage,
               dated as of July 10, 1991 between
               First Security Bank of Utah,
               National Association ("Lessor") and
               Nationwide Life Insurance Co.
               ("Lender").                                      **
       28.63   Mortgage Supplement No. 1, dated
               July 15, 1991 by and between First
               Security Bank of Utah, National
               Association ("Lessor") and
               Nationwide Life Insurance Co.
               ("Lender").                                      **
       28.64   Nonrecourse Promissory Note, dated
               July 15, 1991 between First Security
               Bank of Utah, National Association
               ("Lessor") and Nationwide Life
               Insurance Co. ("Lender").                        **
       28.65   Aircraft Lease Agreement dated as of
               December 1, 1991 between McDonnell
               Douglas Finance Corporation
               ("Lessor") and Northwest Aircraft,
               Inc. ("Lessee").                                 **
       28.66   Assignment of Sublease and Consent
               and Agreement dated as of December
               26, 1991 among McDonnell Douglas
               Finance Corporation, a Delaware
               corporation ("Assignee"), Northwest
               Aircraft, Inc., A Delaware
               corporation ("Assignor") and Mesaba
               Aviation, Inc., a Minnesota
               corporation ("Sublessee").                       **
       28.67   Aircraft Sublease Agreement between
               Northwest Aircraft, Inc.
               ("Sublessor") and Mesaba Aviation,
               Inc. ("Sublessee")  dated December
               30, 1988.                                        **
       28.68   Aircraft Lease Agreement dated as of
               December 8, 1988 between Fairchild
               Aircraft Corporation ("Lessor") and
               Northwest Aircraft, Inc. ("Lessee")              **
       28.69   Assignment of Lease by and among
               McDonnell Douglas Finance
               Corporation and First Security Bank
               of Utah dated December 31, 1991.                 **
       28.70   Assignment of Sublease by and among
               McDonnell Douglas Finance
               Corporation and First Security Bank
               of Utah dated December 31, 1991.                 **
       28.71   Assignment and Assumption of Lease
               and Purchase and Sale of Aircraft by
               and between First Security Bank of
               Utah and McDonnell Douglas Finance
               Corporation dated December 31,
               1991.                                            **
       28.72   Purchase and Sale Agreement dated as
               of February 1, 1992 by and between
               BLC Corporation and Cypress
               Equipment Fund, Ltd.                             **
       28.73   Trust Agreement dated as of February
               1, 1992, between First Security Bank
               of Utah, N.A. ("Owner-Trustee") and
               Cypress  Equipment Fund, Ltd.,
               ("Trustor").                                     **
       28.74   Participation Agreement dated as of
               February 1, 1992, among Cypress
               Equipment Fund, Ltd. ("Trustor");
               First Security Bank of Utah, N.A.
               ("Owner-Trustee"); The Institutional
               Investor Named in Schedule 2 Hereto
               ("Note Purchaser"); and State Street
               Bank and Trust Company of
               Connecticut, N.A. ("Security
               Trustee").                                       **
       28.75   Security Agreement - Trust Deed
               dated as of February 1, 1992,
               between First Security Bank of Utah,
               N.A. as Owner-Trustee under Cypress
               Equipment Fund, Ltd. Trust No. 92-1
               and State Street Bank and Trust
               Company of Connecticut, N.A.                     **
       28.76   Security agreement - Trust Deed
               Supplement No. 1 dated February 25,
               1992 between First Security Bank of
               Utah, N.A. as Owner-Trustee under
               Cypress Equipment Fund, Ltd. Trust
               No. 92-1 and State Street Bank and
               Trust Company of Connecticut, N.A.               **
       28.77   Purchase Agreement dated as of
               February 1, 1995, between Cypress
               Equipment Fund, Ltd., a Florida
               limited partnership ("Seller"), and
               Helm-Atlantic Associates Limited
               Partnership, a Delaware limited
               partnership ("Purchaser").  (This
               purchase Agreement pertains to
               fourteen (14) of the fifteen (15)
               sold locomotives.)                               **
       28.78   Assignment and Assumption Agreement
               dated as of June 1, 1995, by and
               between Cypress Equipment Fund,
               Ltd., a Florida limited partnership
               ("Seller"), and Helm-Atlantic
               Associates Limited Partnership, a
               Delaware limited partnership
               ("Purchaser").                                   **
       28.79   Assignment of Lease dated as of June
               1, 1995, by and between Cypress
               Equipment Fund, Ltd., a Florida
               limited partnership ("Seller"), and
               Helm-Atlantic Associates Limited
               Partnership, a Delaware limited
               partnership (Purchaser").                        **
       28.80   Purchase Agreement dated as of
               February 1, 1995, between Cypress
               Equipment Fund, Ltd., a Florida
               limited partnership ("Seller"), and
               Helm-Atlantic Associates Limited
               Partnership, a Delaware limited
               partnership ("Purchaser").  (This
               Purchase Agreement pertains to one
               (1) of the fifteen (15) sold
               locomotives.)                                    **
       28.81   Purchase and Assignment Agreement
               dated as of this January 31, 1996 by
               and between Cypress Equipment Fund,
               Ltd., a Florida limited partnership
               with its principal office and place
               of business at 880 Carillon
               Parkway, St. Petersburg, Florida
               ("Seller"), and ICON Cash Flow
               Partners, L.P., Series D, a Delaware
               limited partnership with its
               principal office and place of
               business at 600 Mamaroneck Avenue,
               Harrison, NY  10528, ("Buyer").                  **
       28.82   Bill of Sale dated as of January 31,
               1996 between Cypress Equipment Fund,
               Ltd., a Florida limited partnership
               ("Seller"),and ICON Cash Flow
               Partners, L.P., Series D, a Delaware
               limited partnership ("Buyer").                   **
       28.83   Assignment and Assumption Agreement
               dated January 31, 1996 between
               between Cypress Equipment Fund,
               Ltd., a Florida limited partnership
               ("Seller"), and ICON Cash Flow
               Partners, L.P., Series D, a Delaware
               limited partnership ("Buyer").                   **
       28.84   Assignment of Warranties and Consent
               dated January 31, 1996, between
               Cypress Equipment Fund, Ltd., a
               Florida limited partnership
               "Seller"), and ICON Cash Flow
               Partners, L.P., Series D, a Delaware
               limited partnership ("Buyer").                   **
       29      Information from reports furnished
               to state insurance regulatory
               authorities                                     ***

             * Included with Form S-1, Registration No. 33-27741
             previously filed with the Securities and Exchange Commission.

             **    Included with Form 8-K, as amended, previously filed
             with the Securities and Exchange Commission.

             ***   Exhibits were omitted as not required, not applicable,
             or the information required to be shown therein is included
             elsewhere in this report.

b.      Reports filed on Form 8-K -

          Sale of one Boeing Model 737-2H4 Aircraft
                              Date Filed:  January 31, 1997

          Sale of one Fairchild Corp. Model SA227-AC Aircraft
                              Date Filed:  May 22, 1997

          Sale of one Shorts 360-200 Aircraft
                              Date Filed:  May 30, 1997

c.      Exhibits filed with this report - None.

<PAGE>

                                SIGNATURES

     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.


                                   Cypress Equipment Fund, Ltd.


                                   RJ Leasing - 2, Inc.
                                     A General Partner




Date: March 27, 1998               By:  /s/J. Davenport Mosby, III
     ----------------                  --------------------------
                                       J. Davenport Mosby, III
                                        President




Date: March 27, 1998               By:  /s/John M. McDonald
     ----------------                  -------------------
                                        John M. McDonald
                                        Vice President
                                   
                                   

                                   
Date: March 27, 1998               By:  /s/Christa Kleinrichert
                                   ---------------------------------------
                                        Christa Kleinrichert
                                        Secretary and Treasurer
                                   
<PAGE>



                                SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.


                                   Cypress Equipment Fund, Ltd.


                                   RJ Leasing - 2, Inc.
                                     A General Partner

ATTEST:




/s/Christa Kleinrichert            By:  /s/J. Davenport Mosby, III
--------------------------------        -------------------------
Christa Kleinrichert                    J. Davenport Mosby, III
Secretary and Treasurer                 President
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