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

                                   FORM 10-K/A

(Mark One)

/XX/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the fiscal year ended  December 31, 1998
                         ------------------------------------------------------

                                       OR

/  /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                        to
                              ------------------------  -----------------------

Commission file number              0-19137
                      ---------------------------------------------------------


                  AIRFUND II International Limited Partnership
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

  88 Broad St., Sixth Floor, Boston, MA                   02110
----------------------------------------             --------------------------
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code     (617) 854-5800
                                                  -----------------------------

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

   Title of each class              Name of each exchange on which registered
----------------------------        -------------------------------------------
----------------------------        -------------------------------------------

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

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

-------------------------------------------------------------------------------
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes XX       No
                                      -----       -----

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

                       DOCUMENTS INCORPORATED BY REFERENCE
       Portions of the Registrant's Annual Report to security holders for
                the year ended December 31, 1998 (Part I and II)


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PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

         (a)  Documents filed as part of this report:

<TABLE>

             <S>         <C>                                                                                              <C>

             (1)         Financial Statements:

                         Report of Independent Auditors...................................................................*

                         Statement of Financial Position
                         at December 31, 1998 and 1997....................................................................*

                         Statement of Operations
                         for the years ended December 31, 1998, 1997 and 1996.............................................*

                         Statement of Changes in Partners' Capital
                         for the years ended December 31, 1998, 1997 and 1996.............................................*

                         Statement of Cash Flows
                         for the years ended December 31, 1998, 1997 and 1996.............................................*

                         Notes to the Financial Statements................................................................*

</TABLE>


             (2)         Financial Statement Schedules:

                         None required.

             (3)         Exhibits:

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

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

         2.1             Plaintiffs' and Defendants' Joint Motion to Modify
                         Order Preliminarily Approving Settlement, Conditionally
                         Certifying Settlement Class and Providing for Notice
                         of, and Hearing on, the Proposed Settlement.

         2.2             Plaintiffs' and Defendants' Joint Memorandum in Support
                         of Joint Motion to Modify Order Preliminarily Approving
                         Settlement, Conditionally Certifying Settlement Class
                         and Providing for Notice of, and Hearing on, the
                         Proposed Settlement.

         2.3             Order Preliminarily Approving Settlement, Conditionally
                         Certifying Settlement Class and Providing for Notice
                         of, and Hearing on, the Proposed Settlement (August 20,
                         1998).

         2.4             Modified Order Preliminarily Approving Settlement,
                         Conditionally Certifying Settlement Class and Providing
                         for Notice of, and Hearing on, the Proposed Settlement
                         (March 22, 1999).


* Incorporated herein by reference to the appropriate portion of the 1998 Annual
Report to security holders for the year ended December 31, 1998 (see Part II).

                                       2

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         4               Amended and Restated Agreement and Certificate of
                         Limited Partnership included as Exhibit A to the
                         Prospectus, which is included in Registration Statement
                         on Form S-1 (No. 33-25334) is incorporated herein by
                         reference.

         13              The 1998 Annual Report to security holders, a copy of
                         which is furnished for the information of the
                         Securities and Exchange Commission. Such Report, except
                         for those portions thereof which are incorporated
                         herein by reference, is not deemed "filed" with the
                         Commission.

         23              Consent of Independent Auditors.

         99     (a)      Lease agreement with Northwest Airlines, Inc. was
                         filed in the Registrant's Annual Report on Form 10-K
                         for the period May 17, 1990 (commencement of
                         operations) to December 31, 1990 as Exhibit 28 (a) and
                         is incorporated herein by reference.

         99     (b)      Lease agreement with Cathay Pacific Airways Limited
                         was filed in the Registrant's Annual Report on Form
                         10-K for the period May 17, 1990 (commencement of
                         operations) to December 31, 1990 as Exhibit 28 (d) and
                         is incorporated herein by reference.

         99     (c)      Lease agreement with Cathay Pacific Airways Limited
                         was filed in the Registrant's Annual Report on Form
                         10-K for the period May 17, 1990 (commencement of
                         operations) to December 31, 1990 as Exhibit 28 (e) and
                         is incorporated herein by reference.

         99     (d)      Lease agreement with American Trans Air, Inc. was
                         filed in the Registrant's Annual Report on Form 10-K
                         for the year ended December 31, 1996 as Exhibit 99 (f)
                         and is incorporated herein by reference.

         99     (e)      Lease agreement with Southwest Airlines, Inc. was
                         filed in the Registrant's Annual Report on Form 10-K
                         for the year ended December 31, 1997 as Exhibit 99 (f)
                         and is incorporated herein by reference.

         99     (f)      Lease agreement with Southwest Airlines, Inc. was
                         filed in the Registrant's Annual Report on Form 10-K
                         for the year ended December 31, 1997 as Exhibit 99 (g)
                         and is incorporated herein by reference.

         99     (g)      Lease agreement with Southwest Airlines, Inc. was
                         filed in the Registrant's Annual Report on Form 10-K
                         for the year ended December 31, 1997 as Exhibit 99 (h)
                         and is incorporated herein by reference.

         99     (h)      Lease agreement with Finnair OY was filed in the
                         Registrant's Annual Report on Form 10-K for the year
                         ended December 31, 1997 as Exhibit 99 (i) and is
                         incorporated herein by reference.

         99     (i)      Lease agreement with Finnair OY was filed in the
                         Registrant's Annual Report on Form 10-K for the year
                         ended December 31, 1997 as Exhibit 99 (j) and is
                         incorporated herein by reference.

         99     (j)      Lease agreement with Transmeridian Airlines, Inc.
                         was filed in the Registrant's Annual Report on Form
                         10-K for the year ended December 31, 1997 as Exhibit 99
                         (k) and is incorporated herein by reference.

         99     (k)      Lease agreement with Classic Airways Limited was
                         filed in the Registrant's Annual Report on Form 10-K
                         for the year ended December 31, 1998 and is
                         incorporated herein by reference.


         (b) Reports on Form 8-K

        None.

                                       3

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                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on behalf of the registrant and in the capacity and
on the date indicated.


AIRFUND II International Limited Partnership


By: AFG Aircraft Management Corporation,
a Massachusetts corporation and the
General Partner of the Registrant.




By: /s/ Gary D. Engle
   --------------------------------
Gary D. Engle
President and Chief Executive
Officer of EFG and a Director
of the General Partner
(Principal Executive Officer)



Date: November 5, 1999
     ------------------------------


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                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT                                                                                   PAGE


<S>      <C>                                                                            <C>
2.1      Plaintiffs' and Defendants' Joint Motion to Modify Order Preliminarily           6-25
         Approving Settlement, Conditionally Certifying Settlement Class and
         Providing for Notice of, and Hearing on, the Proposed Settlement.

2.2      Plaintiffs' and Defendants' Joint Memorandum in Support of Joint Motion         26-50
         to Modify Order Preliminarily Approving Settlement, Conditionally
         Certifying Settlement Class and Providing for Notice of, and Hearing
         on, the Proposed Settlement.

2.3      Order Preliminarily Approving Settlement, Conditionally Certifying              51-58
         Settlement Class and Providing for Notice of, and Hearing on, the
         Proposed Settlement (August 20, 1998).

2.4      Modified Order Preliminarily Approving Settlement, Conditionally                59-68
         Certifying Settlement Class and Providing for Notice of, and Hearing
         on, the Proposed Settlement (March 22, 1999).
</TABLE>


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