SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, DC  20549-1004

                                 FORM 10-Q

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended                  March 31, 2000

Commission File Number                  0-21256

                           Cypress Equipment Fund II, Ltd.
             (Exact name of Registrant as specified in its charter)

         Florida                                 59-3082723
   (State or other jurisdiction of           (I.R.S. Employer
    incorporation or organization)         Identification No.)

  880 Carillon Parkway, St. Petersburg, Florida      33716
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code    (727) 573-3800

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

                                        Number of Units at
     Title of Each Class                  March 31, 2000

Units of Limited Partnership
Interest:  $1,000 per unit                  36,469


                    DOCUMENTS INCORPORATED BY REFERENCE

              Parts I and II, 1998 Form 10-K, filed with the
            Securities and Exchange Commission on June 12, 2000
            Parts III and IV - Form S-1 Registration Statement
                and all amendments and supplements thereto
                             File No. 33-44119

PART I - Financial Information
  Item 1.  Financial Statements

                      CYPRESS EQUIPMENT FUND II, LTD.
                          (a Limited Partnership)
                              BALANCE SHEETS
                                               March 31,     December 31,
                                                  2000           1999
                                              (Unaudited)      (Audited)
ASSETS
Rental Equipment, at Cost                      $  4,306,218    $  8,977,593
  Less:  Accumulated Depreciation                 2,776,141      (4,021,698)
                                              -------------   -------------
                                                  1,530,077       4,955,895

Rental Equipment Held for Sale                      688,043       2,932,078
Deposit on Equipment                              3,118,969       3,118,969
Investment In Partnerships                          286,263         317,828
Deferred Debt Costs (Net of Accumulated
Amortization of $500 and $26,559
Respectively)                                           500           1,000
Rent and Sales Proceeds Receivable                   27,036         524,848
Prepaid Expense                                      30,910          22,248
Cash and Cash Equivalents                         3,966,763       2,680,389
                                               ------------    ------------
    Total Assets                               $  9,648,561    $ 14,553,255
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Notes Payable                                   $ 1,526,735    $  1,500,921
Payable to:  General Partners                     2,143,389       2,012,014
             Others                                  44,536         433,953
Unearned Revenue                                        258          18,258
                                              -------------   -------------
    Total Liabilities                             3,714,918       3,965,146
                                              -------------   -------------
Partners' Equity:
Limited Partners (36,469 units outstanding
at March 31, 2000 and December 31, 1999)          6,193,231      10,801,153
General Partners                                   (259,588)       (213,044)
                                              -------------   -------------
    Total Partners' Equity                        5,933,643      10,588,109
                                              -------------   -------------
    Total Liabilities and Partners' Equity     $  9,648,561    $ 14,553,255
                                              =============   =============
                  The accompanying notes are an integral
                    part of these financial statements.

                      CYPRESS EQUIPMENT FUND II, LTD.
                         STATEMENTS OF OPERATIONS
                                (Unaudited)
                   FOR THE THREE MONTHS ENDED MARCH 31,

                                      2000             1999
                                      ----             ----
Revenues:
Rental Income                        $    163,655    $   738,076
Interest Income                            40,050         45,864
Gain on Sale of Equipment                 121,144        467,025
Gain on Sale of Other                     372,679      1,864,988
                                     ------------   ------------
Total Revenues                            697,528      3,115,953
                                     ------------   ------------
Operating Expenses:
Management Fees-General                    34,078          7,815
Partners                                  259,961              0
Incentive Fees-General Partners           112,991              0
Resale Fees-General Partners
General and Administrative:                 3,726          2,093
  Affiliates                              102,022        199,428
  Other                                    25,814         92,980
Interest Expense                          100,316        480,970
Depreciation and Amortization        ------------   ------------
                                          638,908        783,286
  Total Operating Expenses           ------------   ------------

Net Income Before Equity in                58,620      2,332,667
Income of Partnerships

Equity in Income of                             0        200,526
Partnerships                         ------------   ------------
                                      $    58,620    $ 2,533,193
Net Income                           ============   ============

Allocation of Net Income:             $    58,034    $ 2,507,861
  Limited Partners                            586         25,332
  General Partners                   ------------   ------------
                                      $    58,620    $ 2,533,193
                                     ============   ============

Net Income per $1,000 Limited         $      1.59    $     68.77
Partnership Unit Outstanding         ============   ============

Number of Limited Partnership              36,469         36,469
Units Outstanding                    ============   ============


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

                       CYPRESS EQUIPMENT FUND II, LTD.
                         STATEMENTS OF CASH FLOWS
                                (Unaudited)
                   FOR THE THREE MONTHS ENDED MARCH 31,

                                       2000            1999
                                       ----            ----
Cash Flows from Operating
Activities:
 Net Income                           $    58,620     $ 2,533,193
 Adjustments to Reconcile Net
 Income to Net Cash Provided
 by Operating Activities:
  (Gain) on Sale of Equipment            (121,144)       (467,025)
  Depreciation and Amortization           100,316         480,970
  Deferred Interest on Notes
  Payable                                  25,814          52,826
  Equity in Income of Investment
  In Partnerships                               0        (200,526)
  Changes in Operating Assets
  and Liabilities:
   Decrease in Rental Equipment
    Held for Sale                       2,244,035               0
   (Increase) Decrease in Rents
   Receivable                             497,812         181,905
   (Increase) Decrease in
   Prepaid Expenses                        (8,661)         20,022
   Increase (Decrease) in
   Interest Payable                             0         (38,531)
   (Increase) Decrease in
   Accounts Receivable-General                  0         (13,537)
   Increase (Decrease) in
   Payable to:
     General Partners                     131,375         187,389
     Other                               (389,418)       (317,226)
   Increase (Decrease) in
   Unearned Revenue                       (18,000)         (5,000)
                                     ------------    ------------
     Net Cash Provided by
     Operating Activities               2,520,749       2,414,460
                                     ------------    ------------
Cash Flows from Investing
Activities:
 Distributions Received                    31,564       1,146,344
 Proceeds from Sale of Equipment        3,447,146       1,010,459
 (Purchase) Sale of Options                     0       1,469,819
 Proceeds of Option Casualties                  0           5,733
                                      -----------     -----------
     Net Cash Provided By
     Investing Activities               3,478,710       3,632,355
                                      -----------     -----------
Cash Flows from Financing
Activities:
 Payment of Notes Payable                       0      (2,845,711)
 Distributions to Limited
 Partners                              (4,665,955)       (911,725)
 Distributions to General
 Partners                                 (47,130)         (9,208)
                                      -----------     -----------
     Net Cash Used In
     Financing Activities              (4,713,085)     (3,766,644)
                                      -----------     -----------
Increase in Cash
and Cash Equivalents                    1,286,374       2,280,171

Cash and Cash Equivalents at
Beginning of Period                     2,680,389       3,702,451
                                      -----------     -----------
Cash and Cash Equivalents at End
of Period                             $ 3,966,763     $ 5,982,622
                                      ===========     ===========

Supplemental Cash Flow Information:
Interest Paid                         $         0      $   82,221
                                     ============     ===========

Non-Cash Activities:

Notes Payable in 2000 were increased by $25,814, the amount of Deferred
Interest on Notes Payable.

Notes Payable in 1999 were increased by $52,826, the amount of Deferred
Interest on Notes Payable.

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

                      CYPRESS EQUIPMENT FUND II, LTD.
                          (a Limited Partnership)
                       NOTES TO FINANCIAL STATEMENTS
                                (Unaudited)
                              March 31, 2000
NOTE 1 - ORGANIZATION

     Cypress  Equipment  Fund  II,  Ltd., (the  "Partnership"),  a  Florida
limited  partnership,  was formed November 13, 1991,  for  the  purpose  of
acquiring  and leasing transportation, manufacturing, industrial and  other
capital equipment.  The Partnership was funded with limited partner capital
contributions  and commenced operations on June 22, 1992.  The  Partnership
will  terminate  on  December 31, 2015, or sooner, in accordance  with  the
terms  of  the Limited Partnership Agreement.  The Partnership has received
Limited  and  General  Partner  capital contributions  of  $36,469,000  and
$2,000, respectively.

     Cypress  Equipment Management Corporation II, a California corporation
and  a  wholly-owned  subsidiary of Cypress  Leasing  Corporation,  is  the
Managing General Partner; RJ Leasing - 2, Inc., a Florida corporation and a
second   tier  subsidiary  of  Raymond  James  Financial,  Inc.,   is   the
Administrative General Partner; and Raymond James Partners, Inc., a Florida
corporation and a wholly-owned subsidiary of Raymond James Financial, Inc.,
is the other General Partner.

     Cash  distributions,  subject to payment of the  equipment  management
fees,  and profits and losses of the Partnership shall be allocated 99%  to
the  Limited  Partners and 1% to the General Partners.  Once  each  Limited
Partner  has  received cumulative cash distributions equal to  his  capital
contributions,  an incentive management fee equaling 4% of  cash  available
for  distributions will be paid to the General Partners.  When each Limited
Partner  has  received cumulative cash distributions equal to  his  capital
contributions  plus an amount equal to 8% of adjusted capital contributions
per  annum, an incentive management fee equaling 24% of cash available  for
distributions will be paid to the General Partners.

NOTE 2 - NOTES PAYABLE

     A   significant  amount  of  the  rental  equipment  acquired  by  the
Partnership  is  pledged at time of purchase as collateral  for  the  notes
payable.

     There  were  no additional borrowing or payments for the three  months
ended March 31, 2000.

NOTE 3 - COMPENSATION AND REIMBURSEMENTS TO GENERAL PARTNERS AND AFFILIATES

     The  General  Partners  and  their  affiliates  are  entitled  to  the
following  types of compensation and reimbursements for costs and  expenses
incurred for the Partnership for the three months ended March 31, 2000:

     Equipment Management Fees               $ 34,078
     General and Administrative Costs           3,726
     General Partners' Distributions           47,130
     Incentive Fees                           259,961
     Resale Fees                              112,991

NOTE 4 - BASIS OF PREPARATION

     The unaudited financial statements presented herein have been prepared
in  accordance with the instructions to Form 10-Q and do not include all of
the  information  and  note  disclosures  required  by  generally  accepted
accounting principles.  These statements should be read in conjunction with
the  financial statements and notes thereto included with the Partnership's
Form  10-K  for  the  year  ended December 31, 1999.   In  the  opinion  of
management, these financial statements include all adjustments,  consisting
only  of  normal recurring adjustments, necessary to summarize  fairly  the
Partnership's financial position and results of operations.  The results of
operations  for  the  period may not be indicative of  the  results  to  be
expected for the year.

NOTE 5 - CASH AND CASH EQUIVALENTS

     It  is the Partnership's policy to include short-term investments with
an  original maturity of three months or less in Cash and Cash Equivalents.
These short-term investments are comprised of money market mutual funds and
a  repurchase agreement.  All of the Partnership's securities  included  in
Cash and Cash Equivalents are considered held-to-maturity.  The balance  of
$3,966,763  at  March  31, 2000, represents cash of  $2,071,  a  repurchase
agreement of $3,941,000, and money market mutual funds of $23,692.

NOTE 6 - SUBSEQUENT EVENTS

     On  May 1, 2000, the Partnership paid distributions of $886,880 to the
Limited  Partners and $8,961 to the General Partners.  Incentive Management
fees of $209,281 were paid to the General Partners.

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

Three Months Ended March 31, 2000, Compared to Three Months Ended March 31,
1999.

     Rental income decreased $738,076 for the three months ended March  31,
1999,  to  $163,655 for the three month period ended March 31, 2000.   This
decrease was primarily due to equipment coming off lease or being  sold  in
the  intervening  period.   Interest income was comparable  for  the  three
months  ended March 31, 2000, as compared to the three months  ended  March
31, 1999.
During  the  three  months  ended  March 31,  2000,  the  Partnership  sold
Equipment Held for Sale with a Book Cost of $2,244,035 for net proceeds  of
$2,616,714  resulting  in  a gain on sale of $372,679.   During  the  three
months  ended  March  31,  2000, Rental Equipment  with  a  book  value  of
$3,326,002 was sold for net proceeds of $3,447,146 resulting in a  gain  on
sale  of  $121,144.  During the three months ended March 31,  1999,  rental
equipment  with a book value of $543,435 was sold for $1,010,459  resulting
in  a  gain  on sale of $467,025.  During the three months ended March  31,
1999,  part of the option that was to become available in January 2000  was
exercised.   The  lessee, General Chemical Partners, was granted  an  early
lease  termination and General Chemical (Soda Ash) Partners  purchased  624
rail cars producing a gain on sale of $1,864,988 for the Partnership.

     Incentive management fees increased from $0 for the three months ended
March  31, 1999 to $259,961 for the three months ended March 31, 2000.  The
4%   incentive  management  fee  was  earned  with  the  August  10,   1999
distribution,  as  each  Limited  Partner  has  received  cumulative   cash
distributions  equal to his capital contributions.  Equipment  resale  fees
increased  from $0 for the three months ended March 31, 1999,  to  $112,991
for  the  three months ended March 31, 2000.  The equipment resale fee  was
deferred  without  interest  until  the Limited  Partners  began  receiving
cumulative cash distributions equal to payout plus an amount equal to 8% of
adjusted  capital  contributions per annum  cumulative  from  each  limited
partner's closing date.

     Interest expense decreased to $25,814 for the three months ended March
31, 2000, as compared to $92,980 for the three months ended March 31, 1999.
This  decrease  was  due to an average lower level of  debt.   Depreciation
expense  decreased for the three months ended March 31, 2000  versus  1999,
due to a lower average depreciable basis of equipment.

     The  net effect of the above revenue and expense items resulted  in  a
net  income of $58,620 for the three months ended March 31, 2000,  compared
to $2,533,193 for the three months ended March 31, 1999.

     During the three months ended March 31, 2000, the Partnership did  not
incur any additional borrowing and made $0 of principal payments on notes.

  Liquidity and Capital Resources

     Short-term liquidity requirements consist of funds needed to make cash
distributions  to  limited and general partners and  meet  commitments  for
investments  in  equipment, administrative expenses, and  debt  retirement.
These short-term needs will be funded by Cash and Cash Equivalents at March
31, 2000, future rental income, interest income, and sales proceeds.

     For  the three months ended March 31, 2000, the Partnership had a  net
income  of  $58,620.   After adjusting net income during  this  period  for
depreciation  and  amortization, and the changes in  operating  assets  and
liabilities,  net  cash  provided by operating activities  was  $2,520,749.
Cash provided by investing activities consisted of $31,564 of distributions
from  the  Investment  in Partnerships.  Other cash  flows  from  investing
activities  were  $3,447,146  from the  proceeds  of  the  sale  of  rental
equipment.  Cash used in financing activities was to pay cash distributions
to  limited and general partners of $4,713,085.  In total, during the three
months   ending  March  31,  2000,  Cash  and  Cash  Equivalents  increased
$1,286,374  from operating activities, investing activities  and  financing
activities, resulting in an ending Cash and Cash Equivalent balance  as  of
March 31, 2000, of $3,966,763.

     In  the  opinion of the General Partners, the Partnership  will  have,
through  Cash  and Cash Equivalents at March 31, 2000, and  through  future
rental  income,  interest income, and equipment sales proceeds,  sufficient
funds  to  remain liquid for the foreseeable future.  The General  Partners
are  not  aware of any trends that could adversely affect the Partnership's
liquidity or the ability to meet near-term obligations.


                      CYPRESS EQUIPMENT FUND II, LTD.
                          (a Limited Partnership)

                              March 31, 2000


PART II - Other Information

    Item 6.   Exhibits and Reports on Form 8-K

    a)    Exhibits - None.
    b)    Reports on Form 8-K -None.


                                SIGNATURES


     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.


                              Cypress Equipment Fund II, Ltd.
                              RJ Leasing - 2, Inc.
                                        Administrative General Partner




Date:  June 26, 2000               By:  /s/J. Davenport Mosby, III
                                       J. Davenport Mosby, III
                                   President
                                   RJ Leasing - 2, Inc.
                                   A General Partner


Date:  June 26, 2000               By:  /s/Stephen R. Harwood
                                       Stephen R. Harwood
                                   President
                                   Cypress Equipment Management Corp. II


Date:  June 26, 2000               By:  /s/Alex A. Najjar
                                       Alex A. Najjar
                                   Executive Vice President
                                   Cypress Equipment Management Corp. II