SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549-1004
                                   FINAL
                                 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, 1998

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        (727) 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, 1998
   -------------------                        --------------------
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 was 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.
     
     The Partnership sold all its equipment and the partnership has been
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 dissolved the
Partnership as of December 31, 1998.


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 1998.
<PAGE>
                                  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, 1998

Units of Limited Partnership Interest            12289
General Partner Interests                            3

Item 6.  SELECTED FINANCIAL DATA

                 1998        1997        1996       1995         1994
                 ----        ----        ----       ----         ----
Total                                                            
Revenues       $  104,492  $2,277,122   $ 4,272,279 $ 6,411,824  $ 7,289,486

Net Income                                                      
(Loss)         $ (454,573) $  172,236  $ 1,580,331 $ 3,269,481  $ 2,356,051

Total Assets   $        0  $2,424,216  $ 8,753,118 $12,067,268  $18,759,210

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

Distributions                                                    
to Limited                                                       
Partners Per                                                     
Limited                                                          
Partnership                                                      
Unit           *  $52.70   *  $229.62   *   $103.01 *   $276.01  
Outstanding     - $68.57    - $286.48    -  $119.19  -  $285.00  $    315.00
                                                              
Earnings Per                                                     
Limited                                                          
Partnership                                                      
Unit                                                             
Outstanding    $   (18.71) $     7.09   $     65.04 $    134.56  $     96.97
                                                                 

   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, 1997 and 1998 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
     
     The Partnership terminated operations in 1998 and dissolved the
Partnership as of December 31, 1998.
     
     Rental income decreased from $367,345 for the year ended December 31,
1997, to $0 for the year ended December 31, 1998.  The Partnership has
completed its operations. Interest income decreased from $56,468 for the
year ended December 31, 1997 to $25,060 for the year ended December 31,
1998 mainly due to a lower average cash balance for investment.  Interest
income on the Sales-Type Lease increased from $50,578 for the year ended
December 31, 1997 to $79,432 for the year ended December 31, 1998.
     
     Interest expense decreased from $1,621 for the year ended December 31,
1997, to $0 for the year ended December 31, 1998. This decrease resulted
from all debt being retired during the intervening period.  Depreciation
expense decreased to $0 for the year ended December 31, 1998 versus the
same period in 1997, because the Partnership had no depreciable basis of
equipment due to accounting for the sale-type lease.
     
     Management Fee expense decreased due to no rental income for the year
ended December 31, 1998.  Incentive fees decreased to $446,091 for the year
ended December 31, 1998 from $1,045,526 for the year ended December 31,
1997.  Incentive fees decreased due to a lower amount of distributable
cash.
     
     Equipment resale fees decreased to $80,125 for the year ended December
31, 1998 from $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, 1998 the Sales-Type lease was sold
to the lessee for a gain of $32,513.  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 loss of $454,573 for the year ended December 31, 1998.
     
     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, 1998, was
the cash balance at December 31, 1997 of $1,440,050. These funds were
principally used to pay distributions of $1,455,462.  As of December 31,
1998, the Partnership had $0 of Cash and Cash Equivalents.

     Cash and Cash Equivalents at December 31, 1998, was $0.  The
Partnership had net loss of $454,573 for the year ended December 31, 1998.
The changes in operating assets and liabilities, net cash used in operating
activities was $968,754.  Cash provided by investing activities was
$984,166 primarily from the sale of the Sales-Type lease.  Cash used in
financing activities totaled $1,455,462, which consisted of distributions
of $1,455,462.

     Actual cash distributions for the year ended December 31, 1998 and
1997, were $1,455,462 and $6,243,565, respectively.
<PAGE>
Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                                     
                       CYPRESS EQUIPMENT FUND, LTD.
                              BALANCE SHEETS
                               DECEMBER 31,
                                                  1998           1997
                                                  ----           ----
ASSETS                                                                     
                                                                           
Rental Equipment, at Cost                      $          0    $          0
  Less:  Accumulated Depreciation                         0               0
                                              -------------   -------------
                                                          0               0
                                                                           
Rental Equipment Held for Sale                            0               0
Net Investment in Sales Type Lease                        0         984,166
Rent Receivable                                           0               0
Prepaid Expense                                           0               0
Deferred Debt Costs (Net of Accumulated                                    
Amortization of $141,481 and $135,298,                                     
Respectively)                                             0               0
Cash and Cash Equivalents                                 0       1,440,050
                                               ------------    ------------
    Total Assets                               $          0    $  2,424,216
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
                                                                           
Liabilities:                                                               
Interest Payable                               $          0    $          0
Unearned Interest - Short Term Lease                      0         208,503
Payable to:  General Partners                             0         202,175
             Affiliates                                   0               0
             Others                                       0               0
Payable to Euro-Continental Reserve                       0          11,552
Payable to Euro-Continental Deposit                       0          59,950
Commissions Payable                                       0          32,000
Notes Payable                                             0               0
                                              -------------   -------------
    Total Liabilities                                     0         514,180
                                              -------------   -------------
Partners; Equity:                                                          
Limited Partners (24,054 units outstanding                                 
at December 31, 1998 and 1997)                      209,688       2,100,625
General Partners                                  (209,688)       (190,589)
                                              -------------   -------------
    Total Partners' Equity                                0       1,910,036
                                              -------------   -------------
    Total Liabilities and Partners' Equity     $          0    $  2,424,216
                                              =============   =============
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,

                                   1998           1997            1996
                                   ----           ----            ----
Revenues:                                                                  
Rental Income                    $         0    $   367,345     $ 3,096,716
 Interest Income - S.T. Lease         79,432         50,578               0
Interest Income                       25,060         56,468          64,540
Gain on Sale of Equipment                  0      1,802,731       1,111,023
                                ------------   ------------    ------------
Total Revenues                       104,492      2,277,122       4,272,279
                                ------------   ------------    ------------
Operating Expenses:                                                        
Loss on Sale of Rental                                                     
Equipment Held for Sale                    0        315,830          14,713
Loss (Gain) on Sale of Other        (32,513)         38,310               0
Management Fees-General                                                    
Partners                               7,503         17,705         120,540
Incentive Fees-General                                                     
Partners                             446,091      1,045,526         154,586
Resale Fees-General Partners          80,125        460,285         212,581
General Administrative:                                                    
  Affiliate                           11,921         31,216          49,504
  Other                               45,938        188,210         196,564
Interest Expense                           0          1,621         139,402
Depreciation and Amortization              0          6,183       1,354,058
Write Down of Rental                                                       
Equipment   Held for Sale                  0              0         450,000
                                 -----------    -----------     -----------
  Total Operating Expenses           559,065      2,104,886       2,691,948
                                 -----------    -----------     -----------
Net Income                      $  (454,573)    $   172,236     $ 1,580,331
                                ============   ============    ============
Allocation of Net Income:                                                  
  Limited Partners              $  (450,027)    $   170,514     $ 1,564,528
  General Partners                   (4,546)          1,722          15,803
                                ------------   ------------    ------------
                                $  (454,573)    $   172,236     $ 1,580,331
                                ============   ============    ============
Net Income per $1,000 Limited                                              
Partnership Unit Outstanding    $    (18.71)    $      7.09     $     65.04
                                ============   ============    ============
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 (DEFICIT)
        FOR THE THREE YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996

                                  Limited        General         Total
                                 Partners'      Partners'      Partners'
                                  Equity         Deficit         Equity
                                 --------       --------        --------
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
                                                                           
                                                                           
Net Income - 1998                  (450,027)        (4,546)       (454,573)
                                                                           
Distributions - 1998             (1,440,909)       (14,554)     (1,455,463)
                                ------------      ---------    ------------
Balance at December 31, 1998     $   209,688    $ (209,688)     $         0
                                ============    ===========    ============
                                                                           

                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,
                                    1998          1997           1996
                                     ----          ----           ----
Cash Flows from Operating                                                  
Activities:                                                                
 Net Income                       $  (454,573)   $   172,236    $ 1,580,331
 Adjustments to Reconcile Net                                              
Income to Net Cash Provided                                                
by Operating Activities:                                                   
  (Gain) Loss on Sale of                                                   
Equipment                                    0   (1,802,731)    (1,111,023)
  Depreciation and Amortization              0         6,183      1,354,058
  Write Down of Rental                                                     
Equipment   Held for Sale                    0             0        450,000
  Changes in Operating Assets                                              
and Liabilities:                                                           
   Decrease in Rental Equipment                                            
Held for Sale                                0     3,558,111        179,033
   (Increase) Decrease in Rent                                             
Receivable                                   0       385,128         53,229
   (Increase) Decrease in                                                  
Prepaid Expenses                             0         4,425        (4,425)
   Increase (Decrease) in                                                  
Interest Payable                             0       (8,106)       (34,976)
   Decrease in Commissions                                                 
Payable                               (32,000)             0              0
   Increase (Decrease) in                                                  
Payable to:                                                                
    General Partners                 (202,176)      (63,328)        195,916
    Affiliates                               0       (5,446)          5,446
    Other                                    0        63,231         22,682
   Increase (Decrease) in                                                  
Unearned Interest                    (208,503)       208,503              0
   Increase (Decrease) in                                                  
Unearned Revenue                             0             0       (43,687)
  Decrease in Payable-Euro                                                 
Continental Reserve and                                                    
Deposit                               (71,502)             0              0
                                  ------------  ------------   ------------
     Net Cash Provided by (Used                                            
In) Operating Activities             (968,754)     2,518,206      2,646,584
                                  ------------  ------------   ------------
Cash Flows from Investing                                                  
Activities:                                                                
 Increase (Decrease) in                                                    
Accounts  Payable to Others                  0             0       (84,000)
Proceeds from Sale of Equipment              0     5,659,831      2,516,686
 Investment in Sales Type Lease        984,166     (984,166)              0
                                   -----------   -----------    -----------
     Net Cash Provided by (Used                                            
In) Investing Activities               984,166     4,675,665      2,432,686
                                   -----------   -----------    -----------
                                                                           
Cash Flows from Financing                                                  
Activities:                                                                
 Payment of Notes Payable                    0     (452,427)    (2,194,812)
 (Increase) Decrease in                                                    
Deferred  Debt Costs                         0       (5,324)        (4,258)
 Distribution to Limited                                                   
Partners                           (1,440,908)   (6,181,131)    (2,733,441)
 Distributions to General                                                  
Partners                              (14,554)      (62,434)       (27,609)
                                   -----------   -----------    -----------
     Net Cash Provided by (Used                                            
In) Financing Activities           (1,455,462)   (6,701,314)    (4,960,120)
                                   -----------   -----------    -----------
Increase (Decrease) in Cash and                                            
Cash Equivalents                   (1,440,050)       492,557        119,150
                                                                           
Cash and Cash Equivalents at                                               
Beginning of Period                  1,440,050       947,493        828,343
                                   -----------   -----------    -----------
Cash and Cash Equivalents at                                               
End of Period                       $        0   $ 1,440,050    $   947,493
                                   ===========   ===========    ===========
                                                                           
                                                              
Supplemental Cash Flow Information:                           
Interest Paid                       $    1,621    $    9,727     $  174,378
                                  ============   ===========    ===========
                                                                           
Supplemental Schedule of Non-Cash Investing Activities:

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, 1998
                                     
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 terminated on
December 31, 1998.  The Partnership 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 were allocated 99% to the
Limited Partners and 1% to the General Partners.  The General Partners were
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 caused that individual Limited Partner's cumulative cash
distributions to exceed that Limited Partner's capital contribution.  For
those Limited Partners who received cumulative cash distributions equal to
his capital contributions plus an amount equal to 8% of adjusted capital
contributions per annum, the General Partners were 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.

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 owned 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, 1997.

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, 1996 through December 31, 1998.

Reclassifications

     For comparability, the 1996 and 1997 figures have been reclassified
where appropriate to conform to the financial statement presentation used
in 1998.

NOTE 3 - RELATED PARTY TRANSACTIONS

General Partners

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

     Equipment management fees of $7,503, $17,705, 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
$446,091,  $1,045,526, and $154,586; and equipment resale fees of $80,125,
$460,285, and $212,581 were paid or accrued to the Administrative and
Managing General Partners in 1998, 1997, and 1996, 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:  $11,921 in 1998, $31,216 in 1997, and
$49,504 in 1996 for reimbursement of general and administrative expenses on
an accountable basis.

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:

                                   1998           1997            1996
                                   ----           ----            ----
Net income per financial       $   (454,573)    $   172,236     $ 1,580,331
statements                                                                 
                                                                           
Tax gain in excess of (less                                                
than) financial gain on sale                                               
of equipment                               0      1,380,220       (621,213)
                                                                           
Tax depreciation less than                                                 
(in excess of) financial                                                   
depreciation                               0              0         288,293
                                ------------   ------------    ------------
                                                                           
Partnership income for tax                                                 
purposes                       $   (454,573)    $ 1,552,456     $ 1,247,411
                               =============  =============   =============
                                                                           


NOTE 7 - MAJOR LESSEE INFORMATION

     The Sales-Type lease provided $79,432 of interest income for the year
ended December 31, 1998.
     
     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.


NOTE 8 - OTHER

     As the Partnership sold its last remaining asset in 1998, the
Partnership has ceased its operations.  Dissolution has occurred as of
December 31, 1998.


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, 1998.  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, 1998,
December 31, 1997, and December 31, 1996.
<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: April 14, 1999                   By:  /s/J. Davenport Mosby, III
     ----------------                  --------------------------
                                       J. Davenport Mosby, III
                                        President




Date: April 14, 1999                    By:  /s/John M. McDonald
     ----------------                  -------------------
                                        John M. McDonald
                                        Vice President
                                   
                                   

                         
Date: April 14, 1999                    By:  /s/Christa Kleinrichert
     ---------------                  ---------------------------------------
                                        Christa Kleinrichert
                                        Secretary and Treasurer
                                   

                                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
<PAGE>