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


                                    FORM 10-K


     Annual  Report  Pursuant  to  Section 13 or  15(d)  of  The  Securities
     Exchange Act of 1934 [Fee Required]
     For the Fiscal Year ended December 31, 1996


     Commission File Number      33-19038


     PERSHING LEASE INCOME LIMITED PARTNERSHIP II
     (Exact name of registrant as specified in its charter)


                   MISSOURI                            43-1507816
          (State or other jurisdiction of          (I.R.S. Employer
          incorporation or organization)         Identification No.)


     6300 LAMAR P.O. BOX 29217 SHAWNEE MISSION, KANSAS  66201-9217
     (Address principal executive offices)

     Registrant's telephone number, including area code (913) 236-2000


     Securities registered pursuant to Section 12(b) of the Act:
          Title of each class              Name of each exchange on
                                               which registered
                None                                  None


           Securities registered pursuant to Section 12(g) of the Act:
                     Units of Limited Partnership Interest


       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

       State  the   aggregate  market  value of the  voting  stock  held  by
     non-affiliates of the registrant.
                         Not applicable, since securities are non-voting.
     <PAGE>
                                      Part I


     Item 1.  Business

     Pershing  Lease Income Limited Partnership II (the "Partnership") is  a
     limited  partnership  organized  under the provisions of  the  Missouri
     Revised  Uniform Limited Partnership Act on February 24,  1989.   As of
     December 31,  1996,  the Partnership consisted of a General Partner and
     1,254  Limited  Partners  owning 24,137 Units  of  limited  partnership
     interest  of  $500  each (the "Units"),  except that employees  of  the
     General  Partner  and employees and securities representatives  of  the
     affiliates  purchased Units for a net price of $460 per Unit,  and  the
     Partnership  incurred  no obligation to pay any sales commissions  with
     respect to such sales.   The Units were sold commencing July 10,  1989,
     pursuant  to a Registration Statement on Form S-1 under the  Securities
     Act  of 1933.   As set forth more fully at Item 10 of this Report,  the
     General   Partner  is  Waddell  &  Reed  Leasing,   Inc.,   a  Missouri
     corporation.

     The  Partnership  was organized to engage in the business of  acquiring
     diversified  types of equipment and leasing such equipment to others on
     a short-term basis under operating leases.  The Partnership's principal
     objectives are:

     1.   To   provide  quarterly  distributions  of  cash  to  the  Limited
     Partners  from leasing revenues and from the proceeds or sale of  other
     disposition of Partnership Equipment; and

     2.  To maintain equipment residual values for ultimate sale or  other
     disposition.

     The Partnership was formed primarily for investment purposes and not as
     a "tax shelter".

     The  life  of  the Partnership shall terminate on  December  31,  2007,
     unless  sooner dissolved or terminated as provided in Section 11 of the
     Amended Agreement of Limited Partnership.

     The  Partnership  had  a  total of  thirteen  closings.   The  closings
     occurred  on November 1,  1989,  December 11,  1989,  January 9,  1990,
     February 9,  1990, March 9, 1990, April 10, 1990, May 9, 1990, June 11,
     1990,  July 11,  1990, August 9, 1990, September 12, 1990,  October 10,
     1990  and November 1,  1990 with subscribers purchasing  6,887,  1,987,
     2,264,  1,293, 904, 1,241, 1,071, 1,461, 1,114, 1,314, 2,050, 672,  and
     1,879 units, respectively, being admitted on such dates.

     Total  equipment  purchased through December 31,  1996 was  $12,280,663
     including  acquisition fees.   The  Partnership has sold $7,917,580  of
     equipment  as  of  December 31,  1996 leaving  $4,363,083  invested  in
     equipment.   At the end of 1996,  there was one lease in place with one
     lessee.   The  acquisition  of these leases and equipment is  described
     more  fully in Item 2 of this Report and Notes 1 and 2 to the financial
     statements included in Item 8.

     <PAGE>
     Under  the Amended Limited Partnership Agreement,  the General Partner,
     Waddell & Reed Leasing,  Inc., is solely responsible for the management
     of  the  Partnership's business.   Waddell & Reed Leasing,  Inc.  is  a
     wholly owned subsidiary of Waddell & Reed, Inc. and was incorporated in
     Missouri in October 1987 to serve as the General Partner, and to manage
     and control the business and affairs, of the Partnership.

     The  General  Partner  has also entered into an agreement dated  as  of
     February   15,   1989  (the  "Agency  Agreement")  with  NEMLC  Leasing
     Corporation   (the   "Agent")  which  was  acquired  by   BOT   Service
     Corporation,  a  wholly  owned  subsidiary of The Bank of  Tokyo  Trust
     Company  which is a subsidiary of The Bank of Tokyo Limited.   Pursuant
     to  the Agency Agreement,  the Agent will assist the General Partner in
     performance  of  certain  of  its responsibilities  on  behalf  of  the
     Partnership,  including  identification,  evaluation and negotiation of
     specific equipment investments suitable for the Partnership, management
     of  the Equipment while it is under lease and remarketing of  equipment
     coming off lease.

     The  Partnership's  investments  in  capital  equipment  are  and  will
     continue to be subject to various risk factors.  The principal business
     risk  associated  with ownership and operation of the equipment is  the
     uncertainty  of  keeping all of the equipment fully leased  at  rentals
     which,  after  payment  of  operating  expenses  and  debt  service  on
     Partnership  borrowings,  provide,  together with any anticipated  sale
     proceeds  or salvage value,  an acceptable rate of return.   Other risk
     factors include:

     1.   Technological  and  economic   equipment  obsolescence,   physical
     deterioration  and  malfunction,   risks  attendant  upon  defaults  by
     lessees and credit losses.

     2.   Residual values of equipment.   The Partnership's  return  on  its
     investment  in  equipment  will  depend in  part  upon  the  continuing
     value  of  such  equipment,  which in turn depends among  other  things
     upon  (1)  the  quality  of the equipment;  (2) the  condition  of  the
     equipment;  (3)  the  timing of the equipment's  acquisition;  (4)  the
     demand   for   used  equipment;   (5)  the  cost  of   comparable   new
     equipment;   (6)  the  technological  obsolescence  of  the  equipment;
     (7)   the   General   Partner's  ability  to   forecast   technological
     changes  which  may  reduce  the value of  equipment;  and  (8)  market
     factors.

     3.   Competition  from  full  payout  lessors.    In  connection   with
     operating   leases,   the   Partnership  will  encounter   considerable
     competition   from  those  offering  full  payout  leases,   which  are
     written  for  a  longer term and a lower rate  than  the  Partnership's
     operating leases will offer.

     <PAGE>
     4.   Competition   from   manufacturers.    Leases   offered   by   the
     Partnership   will  compete  with  operating  leases  and  full  payout
     leases  offered  by  the manufacturers in  their  lease  programs.   In
     addition   to  attractive  financial  terms,   manufacturers  may  also
     provide   certain  ancillary  services  which  the  Partnership  cannot
     offer  directly,   such  as  maintenance  service  (including  possible
     equipment   substitution  rights),   warranty  services  and   trade-in
     privileges.

     5.   Other competition.   There are numerous other potential investors,
     including  limited  partnerships  organized and  managed  similarly  to
     the  Partnership,  seeking  to  purchase equipment  subject  to  either
     operating  leases  or  full  payout leases,  many of  which  will  have
     greater   financial   resources   than   the   Partnership   and   more
     experience   than   the   General  Partner.    The   Partnership   will
     compete   in  the  leasing  marketplace  with  many   non-manufacturing
     firms,   including   other  equipment  dealers,   brokers  and  leasing
     companies, as well as with financial institutions.

     6.   Changes in technology.   The General Partner intends to  establish
     lease  rates  to  the  Partnership's lessees which  take  into  account
     the  risk  of  technological  advances which may reduce  the  value  of
     equipment  owned  by the Partnership.   However,  the  introduction  of
     an  entirely  new  technology  could lead to  a  radical  reduction  in
     the  value  of certain equipment and make such Equipment  difficult  to
     re-lease.

     The Partnership owned three primary types of equipment during 1996; (1)
     aircraft;  (2)  mining  equipment;  and  (3) forklifts and  leased  the
     equipment  to  corporations  under  operating  leases.   Rental  income
     generated in 1996 from the three equipment types was $29,000,  $24,619,
     and $28,403, respectively.

     <PAGE>
     Item 2.  Properties.

     At December 31,  1996, the Partnership owned capital equipment, with an
     original  cost basis of $4,363,083.   There was one lease in effect for
     equipment  with  a cost basis of $140,365.   All purchases  of  capital
     equipment  were subject to a 4.75% acquisition fee paid to the  General
     Partner.




     Item 3.  Legal Proceedings.

     There   are  no  material  pending  legal  proceedings  to  which   the
     Partnership  is  a party or of which any of its equipment or leases  is
     the subject.




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

     None.

     <PAGE>
                                     Part II


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

     (a)  Market Information

     The  Partnership's  outstanding securities consist of Units of  Limited
     Partnership  Interest  ("Units) which were sold for $500 each.   As  of
     December 31,  1996, 24,137 Units had been sold to the public at a price
     of  $500 per Unit (except for 97 Units which were sold for a net  price
     of  $460 per Unit to employees of affiliates of the General Partner and
     is securities representatives of its affiliates).

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

     (b)  Approximate Number of Security Holders

                            Number of                Number of Units
                           Unit holders                    as of
     Title of Class      as of 12/31/96                  12/31/96
     Units of Limited
     Partnership
     Interest                 1,257                       24,137

     (c)  Dividend History and Restrictions

     During  the  year ended December 31,  1990 and the eleven months  ended
     December  31,  1989,  the Partnership had an initial closing and twelve
     subsequent  closing admitting partners holding a total of 24,137 units.
     The  final  admission date to admit partners into the  partnership  was
     November  1,  1990.  Pursuant  to  Section  8 of  the  Amended  Limited
     Partnership  Agreement,   the  Partnership's  Distributable  Cash  from
     Operations  for each year will be determined and will be distributed to
     the Partners. The Partnership distributions were:

                    Distributions             Distributions
                        To The                    To The
                  Limited Partners           General Partner
         1990       $  701,096                 $  36,900
         1991        1,266,166                    66,640
         1992        1,274,433                    67,076
         1993        1,274,434                    67,075
         1994        1,593,042                    83,844
         1995        2,437,837                    46,427
         1996        1,104,268                    16,574

      The Partnership did not make a distribution in 1989.

     <PAGE>
     "Cash from Operations" means the net cash provided by the Partnership's
     normal operations after the general expenses and current liabilities of
     the Partnership (other than the equipment management fee)  are paid, as
     reduced  by any reserves for working capital and contingent liabilities
     to  the extent deemed reasonable by the General Partner,  and increased
     by  any portion of such reserves then deemed by the General Partner not
     to be required for Partnership operations.

     Each   distribution  of  Distributable  Cash  from  Operations  of  the
     Partnership  shall  be made 95% to the Limited Partners and 5%  to  the
     General Partner.   For rendering services in connection with the normal
     operations of the Partnership,  the Partnership will pay to the General
     Partner  a partnership management fee equal to 5% of the cash  received
     from rents.

     Any  distributable  cash from sales or refinancing will be  distributed
     99% to the Limited Partners and 1% to the General Partner until Payout.
     Payout  is  the time when the aggregate amount of all distributions  to
     the  Limited  Partners  of Distributable Cash from  Operations  and  of
     Distributable Cash from Sales or Refinancing equal the aggregate amount
     of the Limited Partners' original Invested Capital plus a cumulative 8%
     annual  return  on their aggregate unreturned Invested  Capital.  After
     payout  has occurred,  any distributable cash from sales or refinancing
     will be distributed 15% (plus an additional 1% for each 1% by which the
     total of all Limited Partners'  original capital contributions actually
     paid  or allocated to the Partnership's investment in equipment exceeds
     the  greater  of  (i) 80% of the gross proceeds  of  the  Partnership's
     offering  of Units,  reduced by .0625% for each 1% leverage encumbering
     Partnership  equipment,  or  (ii)  75% of the gross  proceeds  of  such
     offering)  to  the General Partner,  and the remainder to  the  Limited
     Partners.

     Any  Distributable  Cash from Operations will be distributed within  60
     days after the completion of each of the first three fiscal quarters of
     each Partnership fiscal year,  and within 120 days after the completion
     of  each  fiscal year,  beginning after the first full  fiscal  quarter
     following the Partnership's first closing date.  Each such distribution
     will be described in a statement sent to the Limited Partners.

     <PAGE>
     Items 6.  Selected Financial Data.

     The following table sets forth selected financial information regarding
     the  Partnership's  financial  position and  operating  results.   This
     information  should be read in conjunction with Management's Discussion
     and  Analysis  of Financial Condition and Results  of  Operations,  and
     Financial  Statements and Notes thereto,  which are included in Items 7
     and 8 of this report.


                              As of and      As of and       As of and
                               for the        for the         for the
                             Year Ended      Year Ended      Year Ended
                              12/31/96        12/31/95        12/31/94
     Operating Data
       Rental Income        $    82,022     $   592,831     $ 1,844,918
       Interest Income           23,559          54,233          23,634
       Net Income (Loss)       (628,023)       (134,521)        174,881

     Balance Sheet Data
       Cash and Cash
         Equivalents            156,932         386,282         952,851
       Investment
         Property,net           834,336       2,335,669       4,576,192
       Total Assets             991,268       2,860,556       5,532,939
       Partners' Equity         821,779       2,570,644       5,189,429


      Per Unit Data                1996            1995            1994

        Net Income (Loss)       $(25.76)        $ (5.52)         $ 7.03

        Distribution              45.75          101.00           66.00





     <PAGE>
     Item  7.  Management's  Discussion and Analysis of Financial  Condition
                 and Results of Operations.
     General

     On November 1, 1989, the Partnership had its first closing and received
     from  the escrow account $3,441,340 representing 6,887 Units of Limited
     Partnership  Interest.   During 1990 and 1989,  the Partnership had  an
     additional  twelve  closings  and  received  from  the  escrow  account
     $8,623,280  representing 17,250 Units of Limited Partnership  Interest.
     Of these amounts, the Partnership received proceeds from the sale of 97
     units  at  a price net of sales commission for sales to  employees  and
     securities  representatives  of affiliates of the General  Partner  who
     were allowed to purchase units for a net price of $460 per Unit.

     Results of Operation

     For  the  years ended December 31,  1996 and 1995 and 1994  net  income
     (loss) was $(628,023),  $(134,521), and $174,881, respectively, and net
     income (loss)  per limited partnership unit was $(25.76),  $(5.52), and
     $7.03, respectively.

     Total  revenue  for  the year ended December  31,  1996  was  $(8,143),
     $726,056 less than 1995.   The decrease was due to lower rental income,
     gains  from sales of equipment,  and provision for loss on investments.
     Depreciation expense for 1996 was $429,289, a decreased of $307,143 due
     to declining depreciation rates and the sale of equipment.  General and
     administrative  expenses for the period were $190,591,  an increase  of
     $74,589 due to higher aircraft maintenance costs.

     The Partnership is in the re-marketing phase of its'  operations during
     which equipment is re-leased or sold as initial leases expire.   During
     the  year,  the Partnership sold on a depreciable cost basis $3 million
     of equipment.  At the end of 1996, the Partnership had $140 thousand of
     equipment on lease and $4.2 million of equipment in inventory, which is
     attributable  to a Fokker F-27 aircraft.   The Fokker F-27 has been off
     lease  since  October  1994 and generated $564,000 of income  in  1994.
     Leases will expire on the remainder of the Partnership equipment during
     1997.   Future  cash  distribution rates will depend on the results  of
     re-marketing the equipment.

     Total  revenue for the year ended December 31,  1995 was $718 thousand;
     down  $1.2 million from 1994 due to lower rental income.   Depreciation
     expense for 1995 was about $736 thousand,  a decreased of $673 thousand
     due  to declining depreciation rates and sales of  equipment.   General
     and  administrative  expenses  for the period  were  $372  thousand,  a
     decrease  of  $255 thousand in 1995 due to lower  aircraft  maintenance
     costs.


     Liquidity and Capital Resources

     The  Partnership  anticipates that cash generated from  operations  and
     sales  in  1997 will be sufficient to meet its'  obligations  and  fund
     distributions.

     It  is  possible  that the Partnership may sell the remainder  of  it's
     equipment  during  1997.   If the Partnership does sell  the  equipment
     during  1997,  it  may  cease operations and distribute any  cash  that
     remains after paying expenses by the end of the year.
     <PAGE>

     Item 8.  Financial Statements and Supplementary Data.


                           INDEPENDENT AUDITORS' REPORT




     To the Partners of Pershing Lease Income
       Limited Partnership II:

     We  have  audited  the financial statements of  Pershing  Lease  Income
     Limited  Partnership  II as listed in Item 14(a)1 on  page  23.   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 Pershing
     Lease  Income Limited Partnership II as of December 31,  1996 and  1995
     and  the  results of its operations and its cash flows for each of  the
     years in the three-year period ended December 31,  1996,  in conformity
     with generally accepted accounting principles.




                                                     KPMG Peat Marwick LLP


     Kansas City, Missouri
     February 7, 1997

     <PAGE>

                   PERSHING LEASE INCOME LIMITED PARTNERSHIP II
                         (A Missouri Limited Partnership)

                                  Balance Sheets
                            December 31, 1996 and 1995


       Assets                                         1996           1995
       Investment property:
         Cost                                     $ 4,363,083    $ 7,362,387
         Less:
           Accumulated depreciation                 2,628,747      4,376,718
           Allowance for loss on investment           900,000        650,000
             Investment property, net                 834,336      2,335,669
       Cash and cash equivalents                      156,932        386,282
       Rents and other receivables                          -        138,605

               Total assets                       $   991,268    $ 2,860,556
                                                   ==========     ==========


       Liabilities and Partners' Equity
       Liabilities:
         Due to affiliates (Note 3)               $     1,918    $     6,527
         Accounts payable                                 705         64,972
         Deferred gain on sale of assets              166,866        218,413

             Total liabilities                        169,489        289,912

       Partners' Equity (Deficit):
         General Partner:
           Capital contribution                         1,000          1,000
           Cumulative net income                       35,286         41,566
           Cumulative cash distributions             (384,536)      (367,962)
                                                     (348,250)      (325,396)

         Limited Partners (24,137 units)
           Capital contributions, net of
             offering costs                        10,707,885     10,707,885
           Cumulative net income                      113,420        735,163
           Cumulative cash distributions           (9,651,276)    (8,547,008)
                                                    1,170,029      2,896,040
             Total partners' equity                   821,779      2,570,644
             Total liabilities and partners'
               equity                             $   991,268    $ 2,860,556
                                                   ==========     ==========





                 See accompanying notes to financial statements.
     <PAGE>

                   PERSHING LEASE INCOME LIMITED PARTNERSHIP II
                         (A Missouri Limited Partnership)

                             Statements of Operations
               For the Years Ended December 31, 1996, 1995 and 1994


                                            1996         1995        1994
     Revenue:
       Rental income (Note 2)           $   82,022   $  592,831  $1,844,918
       Interest income                      23,559       54,233      23,634
       Net gain on sale of equipment       136,276      720,849      87,864
       Provision for loss on investment   (250,000)    (650,000)          -
          Total revenue                     (8,143)     717,913   1,956,416

     Expenses:
       Depreciation                        429,289      736,432   1,409,726
       General and administrative          190,591      116,002     371,809
            Total expenses                 619,880      852,434   1,781,535


     Net income (loss)                  $ (628,023)  $ (134,521) $  174,881
                                         =========    =========   =========

     Net income (loss) attributable
       to Limited Partners              $ (621,743)  $ (133,176) $  169,651
                                         =========    =========   =========

     Net income (loss) per Limited
       Partnership Unit                 $   (25.76)  $    (5.52) $     7.03
                                         =========    =========   =========













                 See accompanying notes to financial statements.

     <PAGE>
                   PERSHING LEASE INCOME LIMITED PARTNERSHIP II
                         (A Missouri Limited Partnership)

                          Statements of Partners' Equity
              For the  Years Ended December 31, 1996, 1995 and 1994

                                   General        Limited
                                   Partner        Partners        Total
       Partners' Equity
        (Deficit) at
         December 31, 1993       $(199,010)    $ 6,890,444    $ 6,691,434

         Net Income                  5,230         169,651        174,881
         Cash Distributions        (83,844)     (1,593,042)    (1,676,886)

       Partners' Equity
        (Deficit) at
         December 31, 1994       $(277,624)    $ 5,467,053    $ 5,189,429

         Net Loss                   (1,345)       (133,176)      (134,521)
         Cash Distributions        (46,427)     (2,437,837)    (2,484,264)

       Partners' Equity
        (Deficit) at
         December 31, 1995       $(325,396)    $ 2,896,040    $ 2,570,644

         Net Loss                   (6,280)       (621,743)      (628,023)
         Cash Distributions        (16,574)     (1,104,268)    (1,120,842)

       Partners' Equity
        (Deficit) at
         December 31, 1996       $(348,250)    $ 1,170,029    $   821,779
                                  ========      ==========     ==========

                 See accompanying notes to financial statements.
     <PAGE>


                    PERSHING LEASE INCOME LIMITED PARTNERSHIP II
                          (A Missouri Limited Partnership)

                              Statements of Cash Flows
                For the Years Ended December 31, 1996, 1995 and 1994


                                           1996         1995         1994
Cash flows from operating activities:
  Net income (loss)                    $  (628,023) $  (134,521) $   174,881
  Adjustments to reconcile net income
    (loss) to net cash provided by
    operating activities:
    Depreciation and amortization          429,289      736,432    1,424,331
    Net gain on sale of investment
      property                            (136,276)    (720,849)     (87,864)
    Provision for loss on investment       250,000      650,000            -

  Changes in assets and liabilities:
    Receivables                            138,605     (135,201)      38,990
    Prepaid insurance                            -          492         (492)
    Due to affiliates                       (4,609)      (9,240)     (24,755)
    Accounts payable                       (64,267)       5,339       58,396
    Unearned rental income                       -     (101,244)      84,060
    Deferred gain on sale of assets        (51,547)      51,547      166,866
      Net cash provided by (used in)
        operating activities               (66,828)     342,755    1,834,413

Cash flows from investing activities:
    Disposition of investment
      property                             958,320    1,574,940      496,250

Cash flows from financing activities:
    Cash distributions to Partners      (1,120,842)  (2,484,264)  (1,676,886)

Net increase (decrease) in cash and
    cash equivalents                      (229,350)    (566,569)     653,777

Cash and cash equivalents at
    beginning of year                      386,282      952,851      299,074

Cash and cash equivalents at end
    of year                            $   156,932  $   386,282  $   952,851
                                        ==========   ==========   ==========

                  See accompanying notes to financial statements.
     <PAGE>

                   PERSHING LEASE INCOME LIMITED PARTNERSHIP II
                         (A Missouri Limited Partnership)

                          Notes to Financial Statements

     (1) Summary of Significant Accounting Policies

         Organization

         Pershing  Lease  Income Limited Partnership II (the  "Partnership")
     was  organized  under the Missouri Revised Uniform Limited  Partnership
     Act  on  February  24,  1989.  The  Partnership was  formed  to  invest
     primarily  in  equipment  to be leased to third  parties.  The  initial
     capital  of  $1,500  represented  capital contributions  of  $1,000  by
     Waddell  & Reed Leasing,  Inc.  (the General Partner) and $500 from the
     initial  Limited Partner.  The Amended Agreement of Limited Partnership
     authorized  the issuance of up to 60,000 Limited Partnership units at a
     price  of  $500  per  unit and up  to  20,000  additional  units.   The
     Partnership  had  an initial closing and twelve  subsequent   closings.
     The closings occurred on November 1,  1989, December 11, 1989,  January
     9,  1990, February 9, 1990, March 9, 1990, April 10, 1990, May 9, 1990,
     June 11,  1990,  July 11,  1990, August 9,  1990,  September 12,  1990,
     October  10,  1990  and November 1,  1990 with  subscribers  purchasing
     6,887,  1,987,  2,264, 1,293, 904, 1,241, 1,071, 1,461,  1,114,  1,314,
     2,050, 672, and 1,879 units, respectively.

         Pursuant   to  the  terms  of  the  Amended  Agreement  of  Limited
     Partnership, distributable cash from operations and profits for federal
     income  tax  purposes from normal operations,  as defined,  are  to  be
     allocated  95%  to the Limited Partners and 5% to the  General  Partner
     until  payout has occurred,  and 85% to the Limited Partners and 15% to
     the General Partner thereafter. Any distributable cash from sales shall
     be  distributed  99%  to  the Limited Partners and 1%  to  the  General
     Partner until payout has occurred,  and 85% to the Limited Partners and
     15% to the General Partner thereafter. "Payout" means the time when the
     aggregate  amount  of  all  distributions to the  Limited  Partners  of
     distributable cash from operations and of distributable cash from sales
     or  refinancing equals the aggregate amount of the Limited    Partners'
     original  invested capital plus a cumulative 8% annual return on  their
     aggregate unreturned invested capital (calculated from the beginning of
     the   first  full  fiscal  quarter  following  each  Limited  Partner's
     admission to the Partnership).   Losses for federal income tax purposes
     from  the normal operations of the Partnership will be allocated 99% to
     the Limited Partners and 1% to the General Partner.

         The  General Partner contributed $1,000 for its General Partnership
     interest.   The  General  Partner  is not required to  make  any  other
     capital  contributions except under certain limited circumstances  upon
     termination of the Partnership.

         Basis of Presentation

         The  Partnership financial statements are presented on the  accrual
     basis of accounting.

         Cash and Cash Equivalents

         Cash  and  cash  equivalents include cash on  hand  and  short-term
     investments with original maturities of less than ninety days.

     <PAGE>
                   Pershing Lease Income Limited Partnership II
                         (A Missouri Limited Partnership)

                      Notes to Financial Statements, Continued

         Investment Property

         Investment  property  consists  primarily of  aircraft  and  mining
     equipment.   At  December  31,  1996 and 1995,  the  Partnership  owned
     investment  property,  with a depreciable cost basis of $4,363,083  and
     $7,362,387,  respectively.   The  depreciable cost basis as of December
     31,  1996  and 1995 includes acquisition fees of $197,849 and $333,855,
     respectively,  which were paid to the General Partner.  Depreciation on
     investment  property  is provided using straight-line  and  accelerated
     methods over lives ranging from 5 to 12 years.

         At  December 31,  1996,  the Partnership had a Fokker F-27 aircraft
     with  a  net  book  value of $815,690,  which was  not  under  a  lease
     agreement  and has been for sale since October 1994.   An allowance for
     loss  on  the Fokker F-27 aircraft in the amount of $900  thousand  has
     been  recorded  as of December 31,  1996,  based on  the  Partnership's
     estimate of the investment property's fair market value.

         The  Partnership  implemented SFAS No.  121,  "Accounting  for  the
     Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets  to  Be
     Disposed Of" in 1996.  There was no effect of implementation.

         Use of Estimates

         The  Partnership  has  made a number of estimates  and  assumptions
     relating  to the reporting of assets and liabilities and the disclosure
     of  contingent  assets  and  liabilities  to  prepare  these  financial
     statements in conformity with generally accepted accounting principles.
     Actual results could differ from those estimates.

         Income Taxes

         The Partnership is a pass-through entity and, accordingly, taxes on
     income,  if  any,  are  the responsibility of the individual  partners.
     Income  for financial reporting was less than that reported for  income
     tax purposes for the three years ended December 31, 1996, 1995 and 1994
     by  $198,453,  $600,303,  and $139,400,  respectively.   The difference
     between  income  for  financial reporting and income  tax  purposes  is
     principally due to depreciation,  prepaid rents, and provision for loss
     on investment.

         Partners'  equity at December 31,  1996 and 1995 as reported herein
     has  been reduced by sales commissions and other costs of the  offering
     which  will not be deductible by the partners until the Partnership  is
     liquidated or the partners'  units are otherwise disposed of.   Limited
     Partners'  equity for income tax purposes was $4,883,710 as of December
     31, 1996.

     <PAGE>
                   Pershing Lease Income Limited Partnership II
                         (A Missouri Limited Partnership)

                      Notes to Financial Statements, Continued

     (2) Leases

         The  Partnership leases the investment property to unrelated  third
     parties under operating leases.  Rental income is reported when earned.
     Minimum  lease payments scheduled to be received in the   future  under
     existing noncancellable operating leases follow:

                      Year              Amount
                      1997              $2,202

     (3) Related Party Transactions

         Fees,  commissions  and  other  expenses  paid or  payable  by  the
     Partnership to the General Partner or affiliates of the General Partner
     for the years ended December 31, 1996, 1995 and 1994 are, as follows:

                                             1996        1995        1994
         Management fees                  $  4,144    $ 29,639    $ 86,646
         Reimbursable operating expenses    22,348      22,689      30,137

                                          $ 26,492    $ 52,328    $116,783
                                           =======     =======     =======

       At  December 31,  1996 and 1995,  the following costs were due to the
     General Partner or affiliates:

                                             1996        1995
         Management fees                   $   186     $ 3,404
         Reimbursable operating expenses     1,732       3,123

                                           $ 1,918     $ 6,527
                                            ======      ======

     <PAGE>

                   Pershing Lease Income Limited Partnership II
                         (A Missouri Limited Partnership)


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

     None.




                                     Part III


     Item 10.  Directors and Executive Officers of the Partnership.

     (a-b)  Identification of Directors and Executive Officers

     The  Partnership has no Directors or Officers.   As indicated in Item 1
     of  this  report,  the General Partner of the Partnership is Waddell  &
     Reed  Leasing,  Inc.   Under  the Partnership  Agreement,  the  General
     Partner  is  solely  responsible for the leasing of  the  Partnership's
     equipment, and the Limited Partners have no right to participate in the
     control  of such operations.   The names and ages of the Directors  and
     Executive  Officers of the General Partner at December 31,  1996 are as
     follows:


            Name                      Title                         Age

     Robert L. Hechler       President, Treasurer and Director       60
     Michael D. Strohm       Executive Vice President and
                               Assistant Treasurer                   45
     Sharon K. Pappas        Secretary and General Counsel           38
     David R. Burford        Assistant Secretary and Assistant
                               General Counsel                       39


     (c)  Identification of certain significant persons

     See Item 10. (a-b)


     (d)  Family relationship

     No family relationship exists between any of the foregoing Directors or
     Officers.

     <PAGE>
                   Pershing Lease Income Limited Partnership II
                         (A Missouri Limited Partnership)


     (e)  Business experience

     Robert  L.  Hechler  is also President,  Chief Executive Officer and  a
     Director of Waddell & Reed,  Inc. and President and Director of Waddell
     &  Reed  Services  Company.   He has been employed by  Waddell  &  Reed
     Services  Company and affiliated companies since December 1977 and  has
     also  been a Vice President of each Fund in the United Group of  Mutual
     Funds,  TMK/United Funds,  Inc., and Waddell & Reed Funds,  Inc.  since
     December 1977.   Mr. Hechler holds a B.S. (1958) from the University of
     Illinois and an M.B.A. (1967) from the University of Chicago.

     Michael  D.  Strohm  is  also Senior Vice President and  Controller  of
     Waddell & Reed,  Inc. He has been employed by Waddell & Reed, Inc.  and
     affiliated companies since June 1972.   Mr. Strohm holds a B.S.  (1973)
     and an M.B.A. (1979) from Rockhurst College.

     Sharon K.  Pappas is also Senior Vice President,  Secretary and General
     Counsel  of Waddell & Reed,  Inc.   She has been employed by Waddell  &
     Reed,  Inc.  and affiliated companies since July 1989 and has also been
     Secretary of each Fund in the United Group of Mutual Funds, TMK, United
     Funds,  Inc.,  and Waddell & Reed Funds, Inc.  since January 1990,  and
     Vice President of these Funds since December, 1992.  Ms. Pappas holds a
     B.S.  (1981)  from Kansas State University and a J.D.  (1984) from  the
     University of Kansas School of Law.

     David  R.  Burford  is also Assistant Secretary and  Associate  General
     Counsel  of  Waddell & Reed,  Inc.   He has been employed by Waddell  &
     Reed,  Inc.  and  affiliated companies since May 1985 and has also been
     Assistant  Secretary  of each Fund in the United Group of Mutual  Funds
     since  February  1987.   Mr.  Burford  holds a  B.S.  (1979)  from  the
     University of Missouri and a J.D. (1982) from Duke University School of
     Law.

     <PAGE>
                   Pershing Lease Income Limited Partnership II
                         (A Missouri Limited Partnership)


     (f)  Involvement in certain legal proceedings

     The  Partnership  is  not aware of any legal  proceedings  against  any
     Director  or  Executive Officer of the Corporate General Partner  which
     may  be  important for the evaluation of any such person's ability  and
     integrity.

     Item 11.  Executive Compensation

     (a), (b), (c), (d), and (e):  The Officers and Directors of the General
     Partner  receive  no  current or proposed direct remuneration  in  such
     capacities,  pursuant  to any standard arrangements or otherwise,  from
     the  Partnership.   In addition,  the Partnership has not paid and does
     not propose to pay any options,  warrants or rights to the Officers and
     Directors   of  the  Corporate  General  Partners.    There  exists  no
     remuneration  plan  or arrangement with any Officer or Director of  the
     General Partner resulting from the resignation, retirement or any other
     termination.   See Note 3 of the Notes to Financial Statements included
     in  Item 8 of this report for a description of the remuneration paid by
     the  Partnership to the General Partner and its affiliates during 1996,
     1995 and 1994.


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

     By virtue of its organization as a limited partnership, the Partnership
     has  outstanding  no securities possessing traditional  voting  rights.
     However,  as  provided for in Section 13.2 of the Agreement of  Limited
     Partnership  (subject to Section 13.3),  a majority in interest of  the
     Limited Partners have voting rights with respect to:

     1.  Amendment of the Limited Partnership Agreement;

     2.  Termination of the Partnership;

     3.  Removal of the General Partner; and

     4.  Approval or disapproval of  the sale  of  substantially  all  the
         assets of the Partnership.

     No  person or group is known by the General Partner to own beneficially
     more   than   5%  of  the  Partnership's  24,137  outstanding   Limited
     Partnership Units as of December 31, 1996.

     By virtue of its organization as a limited partnership, the Partnership
     has no Officers or Directors.

     <PAGE>
                   Pershing Lease Income Limited Partnership II
                         (A Missouri Limited Partnership)


     Item 13.  Certain Relationships and Related Transactions.

     (a), (b), and (c):  The General Partner of the Partnership is Waddell &
     Reed  Leasing,  Inc.   The  identification  of  the  General  Partners'
     Directors  and  Executive  Officers  is indicated in Item  10  of  this
     report.   The Partnership was not involved in any transaction involving
     any  of these Directors or Officers of the Corporation or any member of
     the immediate family of these individuals, nor did any of these persons
     provide  services to the Partnership for which they received direct  or
     indirect   remuneration.    Similarly,   there   exists   no   business
     relationship  between  the  Partnership  and any of  the  Directors  or
     Officers  of  the  Corporate  General partners,  nor were  any  of  the
     individuals indebted to the Partnership.

     Waddell  & Reed,  Inc.  acted as dealer-manager in connection with  the
     offering of units by the Partnership during the year ended December 31,
     1990 and the eleven months ended December 31, 1989.  The dealer-manager
     was  entitled  to receive commissions in connection therewith from  the
     Partnership.   Amounts  paid or accrued for the commissions during  the
     year  ended December 31,  1990 and 1989 totaled $608,800 and  $352,800,
     respectively.

     Waddell  & Reed Leasing,  Inc.  incurred certain expenses in connection
     with  the  organization  of the Partnership,  including  preparing  the
     Partnership  for  qualification under the federal and state  securities
     laws  and  subsequently  offering  and distributing the  Units  to  the
     public.   Included  in  these organizational and offering expenses  are
     legal,  accounting,  printing costs,  filing and qualification fees and
     disbursements necessary for the organization of the Partnership and the
     registration and marketing of the Units of Partnership interests.   The
     General Partner was reimbursed an amount equal to up to 4% of the gross
     proceeds  of the Partnership's offering for organizational and offering
     expenses.  Waddell & Reed, Inc. marketed the Units and will provide all
     administrative   functions   of   the  Partnership  and   will   supply
     substantially  all  of  the General Partner's  capital  resources.   In
     consideration  of  the  services and capital  commitments  provided  by
     Waddell  & Reed,  Inc.,  they received 2% of the 4% of the offering and
     organizational  expenses  received by the General Partner.   Waddell  &
     Reed, Inc. and Waddell & Reed Leasing, Inc. were reimbursed these costs
     in the amount of $305,279 and $177,460 for the years ended December 31,
     1990 and 1989, respectively.

     <PAGE>
                   Pershing Lease Income Limited Partnership II
                         (A Missouri Limited Partnership)


     The  General Partner has the responsibility for  acquiring,  financing,
     leasing and sale of equipment for the Partnership.  The General Partner
     received  an  acquisition fee of 4.75% for acquiring equipment for  the
     Partnership's  portfolio.   It also receives a management fee of 5%  of
     gross lease rentals collected for managing the leasing and financing of
     the   Partnership's  equipment.    BOT  Service  Corporation   proposes
     equipment acquisitions, leases, financing and refinancing transactions,
     and  equipment  sales  for  the  Partnership,   and  will  oversee  the
     operation,  management and use of the equipment.  BOT  will receive 60%
     of  the  acquisition fee amount,  40% of all equipment  management  fee
     amounts   and  100%  of  all  subordinated  remarketing  fee   amounts,
     respectively, received by the General Partner from the Partnership, and
     40%  of all cash distributed by the Partnership to the General  Partner
     as its distributive share of such cash. During the years ended December
     31,  1996, 1995 and 1994,  the Partnership did not pay acquisition fees
     for  those  years  and paid management fees  of  $4,144,  $29,639,  and
     $86,646, respectively, to the General Partner.

     <PAGE>
                   Pershing Lease Income Limited Partnership II
                         (A Missouri Limited Partnership)


                                     Part IV


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

                               Table of Contents

     (a)  1.  Financial Statements:                                 Page

              Independent Auditors' Report                           10
              Balance Sheets - December 31, 1996 and 1995            11
              Statements of Operations - For the Years Ended
                December 31, 1996, 1995 and 1994                     12
              Statements of Partners' Equity - For the Years
                Ended December 31, 1996, 1995 and 1994               13
              Statements of Cash Flows - For the  Years Ended
                December 31, 1996, 1995 and 1994                     14
              Notes to Financial Statements:                      15-17

          2.  Exhibit Index

              All other schedules are omitted as the information is not
     applicable or is included in the financial statements or related
     footnotes.

     Exhibit                                        Page Number or
     Numbers           Description            Incorporation by Reference
       3.   Amended Agreement of Limited Partnership                  *

          *Included with Amendment No. 1 to Form S-1, Registration No.
           33-19038, filed with the Securities and Commission on February
           24, 1989.


     (b) Reports on Form 8-K

         None.

     <PAGE>

                   Pershing Lease Income Limited Partnership II
                         (A Missouri Limited Partnership)



     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.


                   PERSHING LEASE INCOME LIMITED PARTNERSHIP II
                                   (Registrant)



                              By: /s/ Michael D. Strohm
                                  Michael D. Strohm, Executive Vice
                                  President and Assistant Treasurer
                                  of the General Partner
                                  Date:     March 4, 1997