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 September 30, 2001

                                       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 or other jurisdiction of                             (IRS Employer
   incorporation or organization)                         Identification No.)

       88 Broad Street, Boston, MA                                   02110
     (Address of principal executive offices)                     (Zip Code)


        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 SEPTEMBER 30, 2001

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>


<S>                                                                                                    <C>
                                                                                                       Page
                                                                                                       ----
PART I.        FINANCIAL INFORMATION

Item 1.       Financial Statements

  Balance Sheets - September 30, 2001 and December 31, 2000                                               3

  Statements of Income for the three months ended September 30, 2001 and 2000                             4

  Statements of Income for the nine months ended September 30, 2001 and 2000                              5

  Statements of Partners' Equity for the nine months ended September 30, 2001 and 2000                    6

  Statements of Cash Flows for the nine months ended September 30, 2001 and 2000                          7

  Notes to Financial Statements                                                                           8

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

PART II.  OTHER INFORMATION:

Items 1 - 6                                                                                              13
</TABLE>



                                        2
<PAGE>



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

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

                        PW PREFERRED YIELD FUND II, L.P.

                                 BALANCE SHEETS
                    SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>

<S>                                                          <C>             <C>

                                                             SEPTEMBER 30,   DECEMBER 31,

                                                                  2001           2000
                                                            ------------- -------------

 ASSETS

Cash and cash equivalents                                    $    2,774,277  $   1,403,646
Rents and other receivables, net of allowance for doubtful
 accounts of $18,000 and $33,000 at September 30, 2001
 and December 31, 2000, respectively                                178,265        200,515
Receivable from general partner                                     183,727        149,843
Equipment at cost, net of accumulated depreciation of
 $11,749,440 and $12,589,684 at September 30, 2001 and
 December 31, 2000, respectively                                  5,550,457      8,450,576
                                                             --------------  -------------

 Total Assets                                                $    8,686,726  $  10,204,580
                                                             ==============  =============


  LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
 Accounts payable and accrued liabilities                    $       47,375  $      54,000
 Payable to affiliates                                               93,687         96,505
 Deferred rental income                                             143,359         51,598
 Distributions payable to partners                                  318,785        318,785
                                                             --------------  -------------

   Total Liabilities                                                603,206        520,888
                                                             --------------  -------------


PARTNERS' EQUITY:
 General Partners                                                   388,803        468,812
 Limited Partners:
   Class A (54,027 Units outstanding)                             6,732,122      8,062,265
   Class B                                                          962,595      1,152,615
                                                             --------------  -------------

     Total Partners' Equity                                       8,083,520      9,683,692
                                                             --------------  -------------

      Total Liabilities and Partners' Equity                 $    8,686,726  $  10,204,580
                                                             ==============  =============
</TABLE>





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

                                        3
<PAGE>




                        PW PREFERRED YIELD FUND II, L.P.

                              STATEMENTS OF INCOME

             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>

<S>                                   <C>         <C>
                                            2001        2000
                                      ----------  ----------
REVENUE:
 Lease revenue                        $  963,278  $1,017,171
 Gain on sale of equipment                55,883     182,892
 Interest income                          17,491      22,639
                                      ----------  ----------

 Total Revenue                         1,036,652   1,222,702
                                      ----------  ----------

EXPENSES:
 Depreciation                            559,065     634,382
 Management fees (Note 2)                 39,126      40,588
 General and administrative               22,912      56,370
                                      ----------  ----------

 Total Expenses                          621,103     731,340
                                      ----------  ----------

NET INCOME                            $  415,549  $  491,362
                                      ==========  ==========

NET INCOME ALLOCATED:
 To the General Partners              $   20,776  $   24,567
 To the Class A Limited Partners         366,418     429,438
 To the Class B Limited Partner           28,355      37,357
                                      ----------  ----------

                                      $  415,549  $  491,362
                                      ==========  ==========

NET INCOME PER WEIGHTED AVERAGE
 NUMBER OF UNITS OF CLASS A LIMITED
 PARTNER INTEREST OUTSTANDING         $     6.78  $     7.95
                                      ==========  ==========

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 financial statements.

                                        4
<PAGE>




                        PW PREFERRED YIELD FUND II, L.P.

                              STATEMENTS OF INCOME

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>

<S>                                   <C>          <C>
                                            2001         2000
                                      -----------  ----------
REVENUE:
 Lease revenue                        $3,353,381   $3,120,033
 (Loss) gain on sale of equipment       (443,783)     212,892
 Interest income                          44,455       60,888
                                      -----------  ----------

 Total Revenue                         2,954,053    3,393,813
                                      -----------  ----------

EXPENSES:
 Depreciation                          1,726,494    1,984,932
 Management fees (Note 2)                139,315      126,820
 General and administrative               83,138      127,868
                                      -----------  ----------

 Total Expenses                        1,948,947    2,239,620
                                      -----------  ----------

NET INCOME                            $1,005,106   $1,154,193
                                      ===========  ==========

NET INCOME ALLOCATED:
 To the General Partners              $   50,254   $   57,709
 To the Class A Limited Partners         898,470    1,022,399
 To the Class B Limited Partner           56,382       74,085
                                      -----------  ----------

                                      $1,005,106   $1,154,193
                                      ===========  ==========

NET INCOME PER WEIGHTED AVERAGE
 NUMBER OF UNITS OF CLASS A LIMITED
 PARTNER INTEREST OUTSTANDING         $    16.63   $    18.92
                                      ===========  ==========

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 financial statements.

                                        5
<PAGE>




                         PW PREFERRED YIELD FUND II, L.P.

                         STATEMENTS OF PARTNERS' EQUITY

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)



<TABLE>
<CAPTION>

<S>                                 <C>         <C>           <C>          <C>
                                            .   CLASS A       CLASS B
                                    GENERAL     LIMITED       LIMITED
                                    PARTNERS    PARTNERS      PARTNERS     TOTAL
                                    ----------  ------------  -----------  ------------

Balance, January 1, 2001            $ 468,812   $ 8,062,265   $1,152,615   $ 9,683,692
Net income                             50,254       898,470       56,382     1,005,106
Distributions declared to partners   (130,263)   (2,228,613)    (246,402)   (2,605,278)
                                    ----------  ------------  -----------  ------------

Balance, September 30, 2001         $ 388,803   $ 6,732,122   $  962,595   $ 8,083,520
                                    ==========  ============  ===========  ============

Balance, January 1, 2000            $ 568,137   $ 9,713,555   $1,388,514   $11,670,206
Net income                             57,709     1,022,399       74,085     1,154,193
Distributions declared to partners   (130,263)   (2,228,613)    (246,402)   (2,605,278)
                                    ----------  ------------  -----------  ------------

Balance, September 30, 2000         $ 495,583   $ 8,507,341   $1,216,197   $10,219,121
                                    ==========  ============  ===========  ============

</TABLE>








   The accompanying notes are an integral part of these financial statements.
                                        6
<PAGE>




                        PW PREFERRED YIELD FUND II, L.P.

                            STATEMENTS OF CASH FLOWS

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>

<S>                                                   <C>           <C>
                                                             2001          2000
                                                      ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                           $ 1,005,106   $ 1,154,193
 Adjustments to reconcile net income to net cash
 from operating activities:
   Depreciation                                         1,726,494     1,984,932
   Loss (gain) on sale of equipment                       443,783      (212,892)
 Change in assets and liabilities:
   Rents and other receivables                             37,250      (159,062)
   Receivable from general partner                        (33,884)           --
   Allowance for doubtful accounts                        (15,000)      (14,000)
   Accounts payable and accrued liabilities                (6,625)       (6,000)
   Payable to affiliates                                   (2,818)       (6,618)
   Deferred rental income                                  91,761       (37,564)
                                                      ------------  ------------

   Net cash from operating activities                   3,246,067     2,702,989
                                                      ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of equipment                                         --      (742,967)
 Proceeds from equipment sales                            729,842       362,221
                                                      ------------  ------------

       Net cash from (used in) investing activities
                                                          729,842      (380,746)
                                                      ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Distributions paid to partners                        (2,605,278)   (2,605,278)
                                                      ------------  ------------

       Net cash used in financing activities
                                                       (2,605,278)   (2,605,278)
                                                      ------------  ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS    1,370,631      (283,035)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD        1,403,646     1,926,081
                                                      ------------  ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD            $ 2,774,277   $ 1,643,046
                                                      ============  ============
</TABLE>








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

                                        7
<PAGE>




                        PW PREFERRED YIELD FUND II, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001
                                   (UNAUDITED)
1.     GENERAL

The  financial  statements  presented  herein  are  prepared  in conformity with
'generally  accepted  accounting  principles  in  the United States' 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
in  the  United  States  for complete financial statements and, accordingly, the
accompanying  financial  statements  should  be  read  in  conjunction  with the
footnotes presented in the 2000 Annual Report. Except as disclosed herein, there
has been no material change to the information presented in the footnotes to the
2000  Annual  Report.

In  the  opinion  of  management,  all  adjustments  (consisting  of  normal and
recurring  adjustments)  considered  necessary for a fair presentation have been
included. Operating results for the nine months ended September 30, 2001 are not
necessarily  indicative  of  results  that  are  expected  for  the entire year.

     Certain  2000 amounts have been reclassified to conform to the current year
presentation.


2.     TRANSACTIONS  WITH  AFFILIATES

                        ACQUISITION AND OPERATING STAGES

     Acquisition  of  Equipment  Pursuant  to  its  investment  objectives,  the
Partnership  acquired, on an all-cash basis, certain leased equipment from Equis
Financial  Group  L.P.  ("EFG")  (formerly  American  Finance  Group or AFG), an
affiliate  of  the  Managing  General  Partner.

     The  purchase  price  of  the  equipment acquired from EFG was equal to the
lesser  of  the  adjusted  cost  of  the equipment or the appraised value of the
equipment  at  the  time  of  its  acquisition by the Partnership ("EFG carrying
value").  The adjusted cost of the equipment was equal to the price paid by EFG,
plus the cost of an appraisal, EFG's cost of interim financing for the equipment
and  any  taxes  paid  by EFG, less certain interim rentals received by EFG with
respect  to  the  equipment.

     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.   The  reinvestment  period  ended  in  2000.

                                        8
<PAGE>




                        PW PREFERRED YIELD FUND II, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                   (CONTINUED)

     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 $39,126 and $139,315 were earned by the
General  Partners  during  the quarter and nine months ended September 30, 2001.
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 because the General Partners concluded that it was
no  longer probable that these subordinated disposition fees would be paid.  The
Partnership  has not accrued for subordinated disposition fees during 1999, 2000
or  2001.




                                        9
<PAGE>




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

     The  following  discussion should be read in conjunction with the Financial
Statements  of  the  Partnership and the Notes thereto. This Report contains, in
addition  to  historical  information,  forward-looking  statements that include
risks  and  other  uncertainties.  The  Partnership's  actual results may differ
materially  from  those anticipated in these forward-looking statements. Factors
that  might  cause  such  a difference include those discussed below, as well as
general  economic  and  business  conditions,  competition  and  other  factors
discussed  elsewhere in this report. The Partnership undertakes no obligation to
release  publicly  any  revisions to these forward-looking statements to reflect
events  or  circumstances  after the date hereof or to reflect the occurrence of
anticipated  or  unanticipated  events.

LIQUIDITY  AND  CAPITAL  RESOURCES

     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 September 30, 2001, the Partnership had approximately
$2  million invested in a money market fund that invests in commercial paper and
similar  instruments.

     Cash  and cash equivalents increased $1,370,631 from $1,403,646 at December
31,  2000  to  $2,774,277  at  September  30,  2001.  This  increase  primarily
represents  the  amount  by  which  cash  generated  by operating activities and
equipment  sales  exceeded  distributions  to  partners.

     During  the  nine months ended September 30, 2001, the Partnership declared
distributions of cash flow received from operations in the amount of $2,605,278.
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 60% of
the  11%  cash distributions to the Class A Limited Partners for the nine months
ended  September  30,  2001 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.

RESULTS  OF  OPERATIONS

     For  the  three  and  nine months ended September 30, 2001, the Partnership
recognized  lease  revenue of $963,278 and $3,353,381, respectively, compared to
$1,017,171 and $3,120,033 for the same periods in 2000.  The overall increase in
lease  revenue  from  2000  to  2001  is due principally to the receipt of lease
termination  proceeds  in 2001 from a lessee of the Partnership.  In March 2001,
the  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 primary 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.

                                       10
<PAGE>

     During  the  three  months  ended  September 30, 2001, the Partnership sold
equipment  having  a  net  book  value  of $35,541 to existing lessees and third
parties.  These  sales resulted in a net gain, for financial statement purposes,
of  $55,883 compared to a net gain in 2000 of $182,892 on equipment having a net
book  value  of  $46,101.

     During  the  nine  months  ended  September  30, 2001, the Partnership sold
equipment  having  a  net book value of $1,173,625 to existing lessees and third
parties.  These  sales resulted in a net loss, for financial statement purposes,
of $443,783 compared to a net gain in 2000 of $212,892 on equipment having a net
book  value  of  $149,329.

          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 for the three and nine months ended September 30, 2001
was  $559,065 and $1,726,494, respectively, compared to $634,382 and $1,984,932,
for  the  same periods in 2000.  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 4.1% and 4.2% of lease revenue during
the three and nine months ended September 30, 2001, respectively, compared to 4%
and  4.1% of lease revenue during  the three and nine months ended September 30,
2000,  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.

                                       11
<PAGE>

     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  because  the General Partners concluded that it was no longer
probable  that  these  subordinated  disposition  fees  would  be  paid.  The
Partnership  has not accrued for subordinated disposition fees during 1999, 2000
or  2001.

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




                                       12
<PAGE>




                           PART II. OTHER INFORMATION


ITEM  1.  LEGAL  PROCEEDINGS

     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 third quarter
of  the  fiscal  year  ending  December  31,  2001.



                                       13
<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.
                              A  General  Partner

Date:  November  10,  2001               By:     /s/  Carmine  Fusco
                              Carmine  Fusco
                              Vice  President,  Secretary,
                              Treasurer  and  Chief  Financial
                              and  Accounting  Officer



                                       14
<PAGE>