FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

(Mark  One)

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

                  For the quarterly period ended March 31, 2002

                                       OR

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

For  the  transition  period  from          to

Commission  file  number  0-22300

                        PW PREFERRED YIELD FUND II, L.P.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

             DELAWARE                       84-1180783
     (State  of  organization)           (IRS  Employer
                                       Identification  No.)

            88  BROAD  STREET
            BOSTON,  MA                       02110
         (Address  of  principal             (Zip  Code)
           executive  offices)





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

     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  X  No        .

                                        1
<PAGE>
                        PW PREFERRED YIELD FUND II, L.P.
                      QUARTERLY REPORT ON FORM 10-Q FOR THE
                          QUARTER ENDED MARCH 31, 2002

                                TABLE OF CONTENTS


PART  I.     FINANCIAL  INFORMATION                      Page #

     Item  1.     Financial  Statements

          Balance  Sheets  -  March  31,  2002  and  December  31,
          2001     3

          Statements  of  Income  for  the  three  months  ended
          March  31,  2002  and  2001     4

          Statements  of  Partners'  Equity  for  the  three
          months  ended  March  31,  2002  and  2001     5

          Statements  of  Cash  Flows  for  the  three  months
          ended  March  31,  2002  and  2001     6

          Notes  to  Financial  Statements     7-8

     Item  2.     Management's  Discussion  and  Analysis  of  Financial
          Condition  and  Results  of  Operations     8-10

     Item  3.     Quantitative  and  Qualitative  Disclosures  About
          Market  Risk     11
PART  II.     OTHER  INFORMATION

     Item  1.     Legal  Proceedings     12

     Item  2.     Changes  in  Securities  and  Use  of  Proceeds     12

     Item  3.     Defaults  Upon  Senior  Securities     12

     Item  4.     Submission  of  Matters  to  a Vote of Security Holders     12

     Item  5.     Other  Information     12

     Item  6.     Exhibits  and  Reports  on  Form  8-K     12

                  Signatures     13

                                        2
<PAGE>




                                        3
<PAGE>

PART  I.  FINANCIAL  INFORMATION
--------------------------------

ITEM  1.     FINANCIAL  STATEMENTS
             ---------------------

                        PW PREFERRED YIELD FUND II, L.P.
                                 BALANCE SHEETS
                      MARCH 31, 2002 AND DECEMBER 31, 2001
<TABLE>
<CAPTION>



..                                                                 March 31,
..                                                                   2002       December 31,
..                                                               (undaudited)       2001
                                                                -------------  -------------
ASSETS
<S>                                                             <C>            <C>
Cash and cash equivalents                                       $   2,635,383  $   2,732,176

Rents and other receivables, net of allowance for doubtful
  accounts of $48,000 at March 31, 2002 and December 31, 2001         160,038        156,994
Receivable from general partner                                        89,656        148,300

Equipment at cost, net of accumulated depreciation of
  $11,091,872 and $11,987,625 at March 31, 2002 and
   December 31, 2001, respectively                                  4,531,273      5,035,468
                                                                -------------  -------------
      Total assets                                              $   7,416,350  $   8,072,938
                                                                -------------  -------------

LIABILITIES AND PARTNERS' EQUITY
Accounts payable and accrued liabilities                        $      47,675  $      46,130
Payable to affiliates                                                  95,754        100,122
Deferred rental income                                                127,633        128,451
Distributions payable to partners                                     318,785        318,785
                                                                -------------  -------------
     Total liabilities                                                589,847        593,488
                                                                -------------  -------------

PARTNERS' EQUITY
General Partners                                                      325,952        358,599
Limited Partners:
  Class A (54,027 Units outstanding)                                5,687,227      6,229,989
  Class B                                                             813,324        890,862
                                                                -------------  -------------
     Total partners' equity                                         6,826,503      7,479,450
                                                                -------------  -------------
     Total liabilities and partners' equity                     $   7,416,350  $   8,072,938
                                                                -------------  -------------
</TABLE>












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


                                        4
<PAGE>
                        PW PREFERRED YIELD FUND II, L.P.

                              STATEMENTS OF INCOME

               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                        2002        2001
                                                      =========  ===========
<S>                                                   <C>        <C>
REVENUES

Lease revenue                                         $718,659   $1,499,106
Loss on sale of equipment                               (5,609)    (515,660)
Interest income                                          7,572       13,014
                                                      ---------  ----------
  Total revenues                                       720,622      996,460
                                                      ---------  ----------

EXPENSES

Depreciation                                           466,086      596,019
Management fees (Note 2)                                24,993       65,624
General and administrative expenses                     14,064       34,262
                                                      ---------  ----------
  Total expenses                                       505,143      695,905
                                                      ---------  ----------

Net income                                            $215,479   $  300,555
                                                      =========  ===========


Net Income Allocated
  General Partners                                      10,774       15,027
  Class A Limited Partners                             200,109      270,828
  Class B Limited Partners                               4,596       14,700
                                                      ---------  ----------

                                                      $215,479   $  300,555
                                                      =========  ===========
Net Income per Weighted Average Number of Units
  of Class A Limited Partner Interest Outstanding     $   3.70   $     5.01
                                                      =========  ===========
Weighted Average Number of Units of Class A Limited
  Partner Interest Outstanding                          54,027       54,027
                                                      =========  ===========
</TABLE>





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


                                        5
<PAGE>
                         PW PREFERRED YIELD FUND II, L.P.

                         STATEMENTS OF PARTNERS' EQUITY

               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                     General     Class A             Class B
                                     Partners    Limited Partners    Limited Partners    Total
                                     ---------   ------------------  ------------------  -----------
<S>                                  <C>         <C>                 <C>                 <C>
 Balance at January 1, 2002          $ 358,599   $       6,229,989   $         890,862   $7,479,450

 Net income                             10,774             200,109               4,596      215,479
 Distributions declared to partners    (43,421)           (742,871)            (82,134)    (868,426)
                                     ---------   ------------------  ------------------  -----------

 Balance at March 31, 2002           $ 325,952   $       5,687,227   $         813,324   $6,826,503
                                     ---------   ------------------  ------------------  ------------

 Balance at January 1, 2001          $ 468,812   $       8,062,265   $       1,152,615   $9,683,692

 Net income                             15,027             270,828              14,700      300,555
 Distributions declared to partners    (43,421)           (742,871)            (82,134)    (868,426)
                                     ---------   ------------------  ------------------  -----------

 Balance at March 31, 2001           $ 440,418   $       7,590,222   $       1,085,181   $9,115,821
                                     ---------   ------------------  ------------------  -----------


</TABLE>








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



                                        6
<PAGE>
                        PW PREFERRED YIELD FUND II, L.P.

                            STATEMENTS OF CASH FLOWS

               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>



                                                          2002          2001
                                                       ===========  ============
<S>                                                    <C>          <C>
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES

Net income                                             $  215,479   $   300,555
Adjustments to reconcile net income to net
 cash provided by operating activities:
  Depreciation                                            466,086       596,019
  Loss on sale of equipment                                 5,609       515,660
  Change in assets and liabilities:
  Rents and other receivables                              (3,044)      (21,578)
  Receivable from general partner                          58,644    (1,106,080)
  Accounts payable and accrued liabilities                  1,545        (8,675)
  Payable to affiliates                                    (4,368)       25,263
  Deferred rental income                                     (818)       31,117
                                                       -----------     ---------
    Net cash provided by operating activities             739,133       332,281
                                                       -----------     ---------

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES

Proceeds from equipment sales                              32,500       604,994
                                                       -----------     ---------
    Net cash provided by investing activities              32,500       604,994
                                                       -----------     ---------

CASH FLOWS USED IN FINANCING ACTIVITIES

Distributions paid to partners                           (868,426)     (868,426)
                                                       -----------     ---------
    Net cash used in financing activities                (868,426)     (868,426)
                                                       -----------     ---------

Net (decrease) increase in cash and cash equivalents      (96,793)       68,849
Cash and cash equivalents at beginning of period        2,732,176     1,403,646
                                                       -----------     ---------
Cash and cash equivalents at end of period             $2,635,383   $ 1,472,495
                                                       -----------  ------------


</TABLE>





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


                                        7
<PAGE>





                        PW PREFERRED YIELD FUND II, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2002
                                   (UNAUDITED)

1.     GENERAL

The  financial  statements  presented  herein  are  prepared  in conformity with
generally  accepted  accounting principles for interim financial information and
the  instructions  for preparing Form 10-Q under Rule 10-01 of Regulation S-X of
the  Securities  and  Exchange  Commission  and  are  unaudited.  As such, these
financial  statements  do  not  include all information and footnote disclosures
required  under  generally accepted accounting principles for complete financial
statements  and,  accordingly,  the  accompanying financial statements should be
read  in  conjunction  with  the  footnotes presented in the 2001 Annual Report.
Except as disclosed herein, there has been no material change to the information
presented  in  the  footnotes  to  the  2001  Annual  Report.

In  the  opinion  of  management,  all  adjustments  (consisting  of  normal and
recurring  adjustments)  considered  necessary for a fair presentation have been
included.

2.     TRANSACTIONS  WITH  AFFILIATES

                        ACQUISITION AND OPERATING STAGES

Acquisition  Fee:  The  Managing General Partner, or its affiliates, received or
----------------
was  entitled  to  receive  a  fee  equal  to (i) 2.25% of the purchase price of
equipment  purchased with net offering proceeds from the sale of Units, and (ii)
3% of the purchase price of equipment purchased with reinvested Partnership cash
flow as compensation for evaluating, selecting, negotiating and consummating the
acquisition  of  the  equipment.

Management  Fees:  The General Partners are entitled to receive a monthly fee in
-----------------
an amount equal to 2% of gross rentals for Full Payout Leases, as defined in the
Partnership  Agreement  and  5%  of  gross rentals for Operating Leases (payable
66.67%  to the Managing General Partner and 33.33% to the Administrative General
Partner) as compensation for services rendered in connection with the management
of  the  equipment.  Management  fees  of $24,993 and $65,624 were earned by the
General  Partners  during  the  three  months  ended  March  31,  2002 and 2001,
respectively.  Effective  July  1,  1998, the Managing General Partner agreed to
perform  certain  administrative  functions  on  behalf  of the Partnership that
previously  had been performed by the Administrative General Partner.  For these
services,  the  Administrative General Partner pays the Managing General Partner
an  amount  equivalent  to  the  fees  otherwise  due the Administrative General
Partner.

Disposition  Fees:  The  General Partners, or their affiliates, were entitled to
-----------------
receive  a  subordinated disposition fee in an amount equal to the lesser of (i)
50% of the fee that would be charged by an unaffiliated party, or (ii) 3% of the
gross  contract  price  relating  to  each sale of equipment (payable 50% to the
Managing General Partner or its affiliates and 50% to the Administrative General
Partner)  as  compensation  for negotiating and consummating sales of equipment.
During  the  fourth quarter of 1998, the Partnership reversed previously accrued
subordinated  disposition fees and ceased accruing such fees because the General
Partners  concluded  that  it  was  no  longer  probable that these subordinated
disposition  fees  would  be  paid.

                                        8
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted  in  the  United  States  requires  the  Partnership to make
estimates  and  assumptions  that  affect  the amounts reported in the financial
statements.  On  a  regular  basis,  the Partnership reviews these estimates and
assumptions  including  those  related  to  revenue recognition, asset lives and
depreciation  and impairment of long-lived assets.  These estimates are based on
the  Partnership's  historical  experience  and  on  various  other  assumptions
believed  to  be  reasonable under the circumstances.  Actual results may differ
from these estimates under different assumptions or conditions.  The Partnership
believes,  however,  that  the  estimates  are  reasonable.

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

Revenue  recognition:  Rents are payable to the Partnership monthly or quarterly
---------------------
and  no  significant amounts are calculated on factors other than the passage of
time.  The  Partnership's  leases  are accounted for as operating leases and are
noncancellable.  Rents  received  prior  to  their  due  dates  are  deferred.

Asset lives and depreciation method: The Partnership's primary business involves
------------------------------------
the  purchase  and  subsequent lease of long-lived equipment.  The Partnership's
depreciation  policy  is  intended  to  allocate  the cost of equipment over the
period  during  which  it  produces  economic  benefit.  The principal period of
economic benefit is considered to correspond to each asset's primary lease term,
which  generally  represents  the  period of greatest revenue potential for each
asset.  Accordingly,  to the extent that an asset is held on primary lease term,
the Partnership depreciates the difference between (i) the cost of the asset and
(ii)  the  estimated  residual  value of the asset on a straight-line basis over
such  term.  For  purposes  of  this policy, estimated residual values represent
estimates  of  equipment values at the date of the primary lease expiration.  To
the  extent that an asset is held beyond its primary lease term, the Partnership
continues  to  depreciate  the  remaining  net  book  value  of  the  asset on a
straight-line  basis  over  the  asset's  remaining  economic  life.

Impairment  of  long-lived  assets:  On a regular basis, the Partnership reviews
-----------------------------------
the  net  carrying  value  of equipment to determine whether it can be recovered
from  undiscounted  future  cash  flows.  Adjustments to reduce the net carrying
value  of  equipment  are  recorded  in  those  instances  where  estimated  net
realizable  value is considered to be less than net carrying value.  Inherent in
the  Partnership's  estimate  of net realizable values are assumptions regarding
estimated  future  cash  flows.  If these assumptions or estimates change in the
future, the Partnership could be required to record impairment charges for these
assets.

RESULTS  OF  OPERATIONS

     For the three months ended March 31, 2002, the Partnership recognized lease
revenue  of  $718,659  compared  to $1,499,106 for the same period in 2001.  The
decrease  in  lease  revenue is attributable to the early termination of a lease
agreement  in  2001.  In  March  2001,  a  lessee  paid  $513,479  as part of an
agreement  to  early  terminate  its  lease.  In  the  future,  lease revenue is
expected  to  decline  as  a  result  of  lease term expirations and the sale of
equipment.  The  Partnership  also  earns  interest  income  from  temporary
investments  of  rental  receipts  and  equipment  sales  proceeds in short-term
instruments.

                                        9
<PAGE>

     During  the  three  months  ended  March  31,  2002,  the  Partnership sold
equipment  having  a  net  book  value  of $38,109 to existing lessees and third
parties.  These  sales resulted in a net loss, for financial statement purposes,
of  $5,609  compared to a net loss in 2001 of $515,660 on equipment having a net
book  value  of  $1,120,654.

          It  cannot be determined whether future sales of equipment will result
in  a  net  gain  or a net loss to the Partnership, as such transactions will be
dependent  upon  the  condition  and  type  of  equipment  being  sold  and  its
marketability  at  the  time  of  sale.  In addition, the amount of gain or loss
reported  for financial statement purposes is partly a function of the amount of
accumulated  depreciation  associated  with  the  equipment  being  sold.

     The  ultimate  realization  of  residual value for any type of equipment is
dependent  upon  many  factors,  including  EFG's  ability  to sell and re-lease
equipment.  Changing market conditions, industry trends, technological advances,
and  many  other  events can converge to enhance or detract from asset values at
any  given  time.  EFG  attempts  to  monitor these changes in order to identify
opportunities  which  may  be  advantageous  to  the  Partnership and which will
maximize  total  cash  returns  for  each  asset.

     The  total  economic value realized upon final disposition of each asset is
comprised of all primary lease term revenues generated from that asset, together
with its residual value.  The latter consists of cash proceeds realized upon the
asset's  sale  in  addition to all other cash receipts obtained from renting the
asset  on  a  re-lease,  renewal  or  month-to-month  basis.  The  Partnership
classifies  such  residual  rental  payments as lease revenue. Consequently, the
amount  of  gain or loss reported in the financial statements is not necessarily
indicative of the total residual value the Partnership achieved from leasing the
equipment.

     Depreciation  expense  was $446,086 and $596,019 for the three months ended
March 31, 2002 and 2001, respectively.  For financial reporting purposes, to the
extent  that an asset is held on primary lease term, the Partnership depreciates
the difference between (i) the cost of the asset and (ii) the estimated residual
value  of  the  asset  on a straight-line basis over such term.  For purposes of
this  policy,  estimated residual values represent estimates of equipment values
at  the  date  of primary lease expiration.  To the extent that an asset is held
beyond  its  primary  lease  term,  the  Partnership continues to depreciate the
remaining  net book value of the asset on a straight-line basis over the asset's
remaining  economic  life.

     Management  fees  were  approximately 3.5% and 4.4% of lease revenue during
the  three  months  ended March 31, 2002 and 2001, respectively. Management fees
are  based  on 5% of gross lease revenue generated by operating leases and 2% of
gross  lease  revenue  generated  by  full  payout  leases.

     General  and  administrative  expenses  consisted  primarily  of  investor
reporting  expenses,  transfer  agent  fees,  audit  and  tax  fees.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Partnership by its nature is a limited life entity.  The Partnership's
principal  operating  activities  have  resulted from asset rental transactions.
Cash  inflows  are  used  to pay management fees and operating costs.  Operating
activities generated a net cash inflow of $739,133 and $332,281 during the three
months  ended  March  31, 2002 and 2001, respectively.  Future renewal, re-lease
and  equipment  sale  activites  will cause a decline in the Partnership's lease
revenue  and  corresponding  source  of  operating  cash.  Overall,  expenses
associated  with  rental  activities, such as management fees, and net cash flow
from  operating  activities  will  decline  as  the  Partnership  remarkets  its
equipment.

                                       10
<PAGE>

     Cash  realized from asset disposal transactions is reported under investing
activities  on  the  accompanying  Statements  of  Cash Flows.  During the three
months  ended  March  31, 2002 and 2001, the Partnership realized equipment sale
proceeds  of  $32,500 and $604,994.  Future inflows of cash from asset disposals
will vary in timing and amount and will be influenced by many factors including,
but not limited to, the type of equipment being sold, its condition and age, and
future  market  conditions.

     The Partnership invests working capital and cash flow from operations prior
to  its  distribution  to  the partners in short-term highly liquid investments.
These  investments  are  primarily  short-term  commercial paper issued by large
domestic  corporations.  At  March  31,  2002, the Partnership had approximately
$1,828,943  invested in a money market fund that invests in commercial paper and
similar  instruments.

     Cash and cash equivalents decreased $96,793 from $2,732,176 at December 31,
2001  to  $2,635,383  at March 31, 2002.  This decrease represents the amount by
which  cash  distributions to partners exceeded cash flow generated by operating
activities  and  equipment  sales.

     During  the  three  months  ended  March 31, 2002, the Partnership declared
distributions  of  cash  flow received from operations and sales proceeds in the
amount  of  $868,426.  All  distributions  to  the  Class  A  Limited  Partners
represented  an annualized distribution rate of 11% of their contributed capital
and  all  distributions to the Class B Limited Partner represented an annualized
distribution  rate  of  10%  of  its  contributed  capital.

     Distributions  may  be  characterized  for  tax,  accounting  and  economic
purposes  as  a  return  of capital, a return on capital or both. The portion of
each  cash  distribution  by a partnership, which exceeds its net income for the
fiscal  period,  may be deemed a return of capital. Based upon the amount of net
income reported by the Partnership for accounting purposes, approximately 75% of
the  11% cash distributions to the Class A Limited Partners for the three months
ended  March  31,  2002  constituted  a  return  of capital. Additionally, since
inception,  approximately  68%  of  the  Class  A  Limited  Partner's  11%  cash
distributions  constituted a return of capital. However, the total actual return
on  capital  over  a  leasing  partnership's  life can only be determined at the
termination  of  the  Partnership  after  all residual cash flows (which include
proceeds  from  the  re-leasing  and sale of equipment after initial lease terms
expire)  have  been  realized.

ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

None.

                                       11
<PAGE>




                           PART II. OTHER INFORMATION


ITEM  1.  LEGAL  PROCEEDINGS

     None.

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

(a)     None

(b)     None

(c)     None

(d)     None

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

(a)     None

     (b)  None

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

(a)     None

(b)     None

(c)     None

(d)     None

ITEM  5.  OTHER  INFORMATION

     None.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     None

(b)     The  Partnership  did not file any Forms 8-K during the first quarter of
the  fiscal  year  ending  December  31,  2002.


                                       12
<PAGE>

                                    SIGNATURE

     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.

                         PW  Preferred  Yield  Fund  II,  L.P.
                         (Registrant)

                         By:  General  Equipment  Management  II,  Inc.
                              Administrative  General  Partner

Date:  May  14,  2002         By:     /s/  Stephen  R.  Dyer
                              Stephen  R.  Dyer
                              President  and  Director



                                       13
<PAGE>