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                                   Form 10-K

                       Securities and Exchange Commission


                             Washington, D.C. 20549

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

For the Fiscal Year Ended December 31, 1997

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

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

                       FIRST SIERRA RECEIVABLES II, INC.
             (exact name of Registrant as specified in its charter)

                                   Suite 7050
                               600 Travis Street
                               Houston, TX 77002
                                  713-221-8822

Securities Registered Pursuant to Section 12(b) of the Securities and Exchange 
Act of 1934:   none

Securities Registered Pursuant to Section 12(g) of the Securities and Exchange 
Act of 1934:   none

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           No   X
   ------        ------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained , to the
best of the Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this form 10-K or any
amendment to this form 10-K [X]

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The aggregate market value of the voting stock held by non-affiliates of the
Registrant. None

As of December 31, 1997 there were 1,000 shares of the Registrant's Common
Stock outstanding.

         The Registrants meets the conditions set forth in General Instruction
(J)(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with the
reduced disclosure format permitted thereunder.















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                                     PART I

Item 1.                    Business

The Registrant is a wholly-owned subsidiary of First Sierra Financial, Inc.
recently formed solely for the purpose of acquiring from First Sierra
Financial, Inc. certain leases (the "Leases") and interests in equipment
underlying the leases (together the "Receivables") and securitizing the
Receivables through the issuance of Certificates. As a bankruptcy remote
entity, the Registrant's operations are restricted so that (a) it does not
engage in business with, or incur liabilities to, any other entity which may
bring bankruptcy proceedings against the Registrant and 9b) the risk is
diminished that it will be consolidated into the bankruptcy proceedings of any
other entity. The Registrant has no other assets except the Receivables and
proceeds thereof.

Item 2.                    Properties

         None

Item 3.                    Legal Proceedings

         None

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

         None
                                    PART II

Item 5.                    Market for Registrants Common Equity and Related
                           Stockholder Matters 

         None

Item 6.                    Selected Financial Data

         None

Item 7.                    Management's Discussion and Analysis of Financial 
                           Condition and Results of Operations

         Not Applicable

Item 8.                    Financial Statements and Supplemental Data

         Not Applicable


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Item 9.                    Change in and Disagreements on Account and Financial
                           Disclosure

                                    PART III

Item 10.          Directors and Officers of the Registrant

         The following individuals comprise the board of directors and the
officers of the Registrant:

<TABLE>
<CAPTION>

Name                                                 Position
----                                                 --------
<S>                                                <C>
Thomas Depping                                       President
Sandy B. Ho                                          Secretary
E. Roger Gebhart                                     Vice President
Russell Strickland                                   Director
Cheryl Strickland                                    Director
</TABLE>


All Directors and officers hold office for the term of one year and until their
successors are elected and qualified, subject to earlier termination by removal
or resignation.

Item     11.               Executive Compensation

         Not Applicable

Item     12.               Security Ownership of Certain Beneficial Owners and
                           Management

         Not Applicable

Item     13.               Certain Relationships and Related Transactions

         Not Applicable



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                                    PART IV

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

1.   Servicer Reports for the payment periods ending January, February, March,
     April, May, June, July, August, September, October, November, December.
















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                                   SIGNATURES

         Pursuant to the requirement of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.


                                             First Sierra Receivables II, Inc.


                                             By: /s/ E. R. Gebhart
                                             Name: E. R. Gebhart
                                             Title:   Vice President


                                             Dated: December 31, 1997

Pursuant to the requirements of the Securities Exchange Act of 1938, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:


                                             By: /s/ Thomas J. Depping
                                                 ------------------------------
                                             Title:   President
                                             Name:    Thomas J. Depping
                                             Date:    December 31, 1997

                                             By: /s/ Sandy B. Ho
                                                 ------------------------------
                                             Title:   Secretary
                                             Name:    Sandy B. Ho
                                             Date:    December 31, 1997

                                             By: /s/ E. Roger Gebhart
                                                 ------------------------------
                                             Title: Vice President
                                             Name:    E. Roger Gebhart
                                             Date:    December 31, 1997

                                             By: /s/ Russell Strickland
                                                 ------------------------------
                                             Title:   Director
                                             Name:    Russell Strickland
                                             Date:    December 31, 1997

                                             By: /s/ Cheryl Strickland
                                                 ------------------------------
                                             Title:   Director
                                             Name:    Cheryl Strickland
                                             Date:    December 31, 1997



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Supplemental Information:
         None



























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                                 EXHIBIT INDEX


99.1 Servicer reports for the payment periods ending in January, February,
     March, April, May, June, July, August, September, October, November,
     December.