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, 1999

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, 1999

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 16, 1999
            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,
                                                  1999           1998
                                              (Unaudited)      (Audited)
ASSETS
Rental Equipment, at Cost                      $ 21,507,385    $ 23,253,102
  Less:  Accumulated Depreciation               (10,463,603)    (11,192,367)
                                              -------------   -------------
                                                 11,043,782      12,060,735

Rental Equipment Held for Sale                    3,672,601       3,672,601
Deposit on Equipment                              3,118,969       3,118,969
Options                                             806,694       2,282,246
Investment In Partnerships                        6,549,963       7,495,781
Net Investment in Direct Financing Lease            840,731         840,731
Deferred Debt Costs (Net of Accumulated
Amortization of $661 and $29,214
Respectively)                                           915           8,366
Rent and Sales Proceeds Receivable                  355,230         537,135
Accounts Receivable - General                        19,045           5,508
Prepaid Expense                                      77,715          97,737
Cash and Cash Equivalents                         5,982,622       3,702,451
                                               ------------    ------------
    Total Assets                               $ 32,468,267    $ 33,822,260
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Notes Payable                                   $ 3,704,845    $  6,497,730
Payable to:  General Partners                       288,697         101,308
             Others                                 134,386         451,612
Interest Payable                                      9,656          48,187
Unearned Revenue                                     18,009          23,009
                                              -------------   -------------
    Total Liabilities                             4,155,593       7,121,846
                                              -------------   -------------
Partners' Equity:
Limited Partners (36,469 units outstanding
at March 31,1999 and December 31, 1998)          28,348,472      26,752,336
General Partners                                    (35,798)        (51,922)
                                              -------------   -------------
    Total Partners' Equity                       28,312,674      26,700,414
                                              -------------   -------------
    Total Liabilities and Partners' Equity     $ 32,468,267    $ 33,822,260
                                              =============   =============


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

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

                                      1999             1998
                                      ----             ----
Revenues:
Rental Income                        $    738,076    $ 1,373,329
Interest Income                            45,864         46,653
Income from Direct Financing
Lease                                           0         30,490
Gain on Sale of Equipment                 467,025              0
Gain on Sale of Other                   1,864,988              0
                                     ------------   ------------
Total Revenues                          3,115,953      1,450,472
                                     ------------   ------------
Operating Expenses:
Management Fees-General                     7,815         76,888
Partners
General and Administrative:                 2,093          1,060
  Affiliates                              199,428        192,217
  Other                                    92,980        420,868
Interest Expense                          480,970        690,706
Depreciation and Amortization        ------------   ------------
                                          783,286      1,381,739
  Total Operating Expenses           ------------   ------------

Net Income Before Equity in             2,332,667         68,733
Income of Partnerships

Equity in Income of                       200,526        200,526
Partnerships                         ------------   ------------
                                      $ 2,533,193    $   269,259
Net Income                           ============   ============

Allocation of Net Income:             $ 2,507,861    $   266,566
  Limited Partners                         25,332          2,693
  General Partners                   ------------   ------------
                                      $ 2,533,193    $   269,259
                                     ============   ============

Net Income per $1,000 Limited         $     68.77    $      7.31
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,

                                       1999            1998
                                       ----            ----
Cash Flows from Operating
Activities:
 Net Income                           $ 2,533,193     $   269,259
 Adjustments to Reconcile Net
 Income to Net Cash Provided
 by Operating Activities:
  (Gain) on Sale of Equipment            (467,025)              0
  Depreciation and Amortization           480,970         690,706
  Deferred Interest on Notes
  Payable                                  52,826         118,783
  Equity in Income of Investment
  In Partnerships                        (200,526)       (200,526)
  Changes in Operating Assets
  and Liabilities:
  (Increase) Decrease in Rents
  Receivable                              181,905        (181,102)
  (Increase) Decrease in
  Prepaid Expenses                         20,022        (191,756)
  Increase (Decrease) in
  Interest Payable                        (38,531)        (67,866)
  (Increase) Decrease in
  Accounts Receivable-General             (13,537)         12,000
  Increase (Decrease) in
  Payable to:
     General Partners                     187,389         (75,673)
     Other                               (317,226)        (93,082)
  Increase (Decrease) in Unearned
  Revenue                                  (5,000)        (24,627)
                                     ------------    ------------
     Net Cash Provided by
     Operating Activities               2,414,460         256,116
                                     ------------    ------------
Cash Flows from Investing
Activities:
 Purchase of Direct Financing
 Lease                                          0          56,859
 Investment in Partnerships                     0           7,338
 Distributions Received                 1,146,344       1,348,434
 Proceeds from Sale of Equipment        1,010,459               0
 (Purchase) Sale of Options             1,469,819               0
 Proceeds of Option Casualties              5,733               0
                                      -----------     -----------
     Net Cash Provided by Investing
     Activities                         3,632,355       1,412,631
                                      -----------     -----------
Cash Flows from Financing
Activities:
 Payment of Notes Payable              (2,845,711)     (1,530,093)
 (Increase) Decrease in Deferred
 Debt Costs                                     0          13,965
 Distributions to Limited
 Partners                                (911,725)       (911,725)
 Distributions to General
 Partners                                  (9,208)         (9,208)
                                      -----------     -----------
     Net Cash (Used In)
     Financing Activities              (3,766,644)     (2,437,061)
                                      -----------     -----------
Increase (Decrease) in Cash
and Cash Equivalents                    2,280,171        (768,314)

Cash and Cash Equivalents at
Beginning of Period                     3,702,451       4,480,112
                                      -----------     -----------
Cash and Cash Equivalents at End
of Period                             $ 5,982,622     $ 3,711,798
                                      ===========     ===========

Supplemental Cash Flow Information:
Interest Paid                          $   82,221      $  369,951
                                     ============     ===========


Non-Cash Activities:

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

Notes Payable in 1998 were increased by $118,783, the amount of Deferred
Interest on Notes Payable.


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

<PAGE>
                      CYPRESS EQUIPMENT FUND II, LTD.
                          (a Limited Partnership)
                       NOTES TO FINANCIAL STATEMENTS
                                (Unaudited)
                              March 31, 1999
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 23% 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.

     During the three months ended March 31, 1999, the loan associated with
the  Allied  Signal Option was partially paid in the amount of  $1,269,311.
During  the  same period the loan associated with the Federal  Paper  Board
transaction  was  paid  in  full for $956,699.   There  was  no  additional
borrowing.

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, 1999:

     Equipment Management Fees               $ 7,815
     General and Administrative Costs     2,093
     General Partners' Distributions      9,208


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, 1998.   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
$5,982,622  at  March  31, 1999, represents cash of  $7,248,  a  repurchase
agreement of $5,969,000, and money market mutual funds of $6,374.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

     Options  on  rail cars were purchased in March 1995.  On February  25,
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.  This
leaves  57  cars on this option for January 2000 which the Partnership  has
exercised.  The strike price on the remaining cars is $427,500.

     The  option that becomes available in August 1999 has had one casualty
and now has an approximate strike price of $1,527,168.

NOTE 7 - SUBSEQUENT EVENTS

     On  April 14, 1999, the Partnership made an early pay off of the  loan
associated with the direct financing lease.

     On April 30, 1999, the Partnership paid distributions of $3,646,900 to
the Limited Partners and $36,838 to the General Partners.

      On May 14, 1999, the Partnership received $7,950,000 for the sale  of
the Pennsylvania Power and Light Transaction.

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

Three Months Ended March 31, 1999, Compared to Three Months Ended March 31,
1998.

     Rental  income decreased $1,373,329 for the three months  ended  March
31,  1998,  to  $738,076 for the three month period ended March  31,  1999.
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, 1999, as compared to the three months  ended  March
31,  1998.  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.

     Interest expense decreased to $92,980 for the three months ended March
31,  1999,  as  compared to $420,868 for the three months ended  March  31,
1998.   This  decrease  was  due  to  an  average  lower  level  of   debt.
Depreciation  expense decreased for the three months ended March  31,  1999
versus 1998, because certain equipment is no longer being depreciated using
an accelerated method and a lower average depreciable basis of equipment.

     The  net effect of the above revenue and expense items resulted  in  a
net  income  of  $2,533,193  for the three months  ended  March  31,  1999,
compared to $269,259 for the three months ended March 31, 1998.

     During the three months ended March 31, 1999, the Partnership did  not
incur any additional borrowing and made $2,845,711 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, 1999, future rental income, interest income, and sales proceeds.

     For  the three months ended March 31, 1999, the Partnership had a  net
income  of  $2,533,193.  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  $2,414,460.
Cash   provided   by  investing  activities  consisted  of  $1,146,344   of
distributions from the Investment in Partnerships.  Other cash  flows  from
investing  activities  were $1,010,459 from the proceeds  of  the  sale  of
rental  equipment and $1,469,344 from the sale of options.   Cash  used  in
financing activities was $2,845,711 in payment of notes payable and to  pay
cash  distributions to limited and general partners of $920,933.  In total,
during  the  three months ending March 31, 1999, Cash and Cash  Equivalents
increased  $2,280,171 from operating activities, investing  activities  and
financing  activities,  resulting in an ending  Cash  and  Cash  Equivalent
balance as of March 31, 1999, of $5,982,622.

     In  the  opinion of the General Partners, the Partnership  will  have,
through  Cash  and Cash Equivalents at March 31, 1999, 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, 1999


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:  July 2, 1999                By:  /s/J. Davenport Mosby, III
                                   J. Davenport Mosby,III
                                   President



Date:  July 2, 1999                By:  /s/John McDonald
                                   John McDonald
                                   Vice President



Date:  July 2, 1999                By:  /s/Christa Kleinrichert
                                   Christa Kleinrichert
                                   Secretary and Treasurer