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                       June 30, 1998

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    (813) 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                    June 30, 1998
                                     
Units of Limited Partnership
Interest:  $1,000 per unit                  36,469

                                     
                    DOCUMENTS INCORPORATED BY REFERENCE
                                     
              Parts I and II, 1996 Form 10-K, filed with the
            Securities and Exchange Commission on June 16, 1998
            Parts III and IV - Form S-1 Registration Statement
                and all amendments and supplements thereto
                             File No. 33-44119
<PAGE>
PART I - Financial Information
  Item 1.  Financial Statements
                      CYPRESS EQUIPMENT FUND II, LTD.
                          (a Limited Partnership)
                              BALANCE SHEETS

                                              June  30 ,    December 31,
                                                 1998          1997
      ASSETS                                 (Unaudited)     (Audited)
Rental Equipment, at Cost                  $ 33,430,248   $ 34,234,667
  Less:  Accumulated Depreciation           (13,166,610)   (12,630,987)
                                           ------------   ------------        
                                             20,263,638     21,603,680

Rental Equipment Held for Sale                4,105,073      4,105,073
Deposit on Equipment                          3,118,969      3,118,969
Options                                       2,282,246      2,282,246
Rents and Sales Receivable                    1,124,652        737,603
Accounts Receivable - Others                          0         12,000
Prepaid Expenses                                259,667         88,408
Deferred Debt Costs (Net of Accumulated
 Amortization of $306,094 and
 $290,498, Respectively)                         15,237         44,238
Cash and Cash Equivalents                     3,722,971      4,480,112
Net Investment in Direct Financing
 Lease                                        1,206,353      1,326,061
Investment in Partnerships                    7,900,636     10,009,477
                                           ------------   ------------
      Total Assets                         $ 43,999,441   $ 47,807,867
                                           ============   ============
      LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Notes Payable                              $ 16,808,954   $ 19,084,905
Interest Payable                                 88,472        141,780
Payable to General Partners                     238,505        187,943
Payable to Affiliates                                 0              0
Payable to Others                               147,767        268,626
Unearned Revenue                                409,691        458,961
                                           ------------   ------------
      Total Liabilities                      17,693,389     20,142,215
                                           ------------   ------------
Partners' Equity:
Limited Partners (36,469 units
  outstanding at June 30, 1998
  and December 31, 1997)                     26,361,918     27,707,925
General Partners                                (55,866)       (42,273)
                                           ------------   ------------
      Total Partners' Equity                 26,306,052     27,665,652
                                           ------------   ------------
      Total Liabilities and
       Partners' Equity                    $ 43,999,441   $ 47,807,867
                                           ============   ============
                  The accompanying notes are an integral
                    part of these financial statements.<PAGE>
                      CYPRESS EQUIPMENT FUND II, LTD.
                          (a Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                                (Unaudited)
                                     
                     FOR THE SIX MONTHS ENDED JUNE 30,

                                               1998            1997
Revenues:
  Rental Income                           $  2,831,816   $  2,956,923
  Interest Income                               96,988         89,036
  Income from Direct Financing
    Lease                                       67,181              0
  Gain on Sale of Equipment
    Held for Sale                                    0         16,458
                                          ------------   ------------
    Total Revenues                           2,995,985      3,062,417
                                          ------------   ------------
Operating Expenses:
  Management Fees - General
    Partners                                   203,122        147,409
  General and Administrative:
    Affiliates                                  53,415         20,035
    Other                                      480,211        202,643
  Interest Expense                             791,721        752,829
  Depreciation and Amortization              1,386,302      1,689,444
                                          ------------   ------------  
    Total Operating Expenses                 2,914,771      2,812,360
                                          ------------   ------------
Net Income Before Equity in
    Income of Partnerships                      81,214        250,057
Equity in Income of
    Partnerships                               401,052        251,250
                                          ------------   ------------
Net Income                                $    482,266   $    501,307
                                          ============   ============
Allocation of Net Income:
  Limited Partners                        $    477,443   $    496,294
  General Partners                               4,826          5,013
                                          ------------   ------------ 
                                          $    482,266   $    501,307
                                          ============   ============
Net Income Per $1,000 Limited
  Partnership Unit Outstanding            $      13.09   $      13.61
                                          ============   ============
Number of Limited Partnership
  Units Outstanding                             36,469         36,469
                                          ============   ============ 

                  The accompanying notes are an integral
                    part of these financial statements.<PAGE>
                      CYPRESS EQUIPMENT FUND II, LTD.
                          (a Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                                (Unaudited)
                                     
                    FOR THE THREE MONTHS ENDED JUNE 30,

                                              1998           1997
Revenues:
  Rental Income                         $  1,458,487   $  1,527,090
  Interest Income                             50,335         37,874
  Income from Direct Financing
    Lease                                     36,991              0
  Gain on Sale of Equipment
    Held for Sale                                  0         16,458
                                        ------------   ------------ 
    Total Revenues                         1,545,513      1,564,964
                                        ------------   ------------        
Operating Expenses:
  Management Fees - General
    Partners                                 126,234         73,443
  General and Administrative:
    Affiliates                                52,355          3,533
    Other                                    287,994        154,171
  Interest Expense                           370,853        382,066
  Depreciation and Amortization              695,596        888,253
                                         -----------   ------------ 
    Total Operating Expenses               1,533,032      1,501,466
                                         -----------   ------------
Net Income Before Equity in
    Income of Partnerships                    12,481         63,498
Equity in Income of
    Partnerships                             200,526        127,591
                                         -----------   ------------ 
Net Income                              $    213,007   $    191,089
                                        ============   ============            
Allocation of Net Income:
  Limited Partners                      $    210,877   $    189,178
  General Partners                             2,130          1,911
                                        ------------   ------------  
                                        $    213,007   $    191,089
                                        ============   ============  
Net Income Per $1,000 Limited
  Partnership Unit Outstanding          $       5.78   $       5.19
                                        ============   ============
Number of Limited Partnership
  Units Outstanding                           36,469         36,469
                                        ============   ============ 

                  The accompanying notes are an integral
                    part of these financial statements.<PAGE>
                      CYPRESS EQUIPMENT FUND II, LTD.
                          (a Limited Partnership)
                         STATEMENTS OF CASH FLOWS
                                (Unaudited)
                     FOR THE SIX MONTHS ENDED JUNE 30,

                                               1998           1997
Cash Flows from Operating Activities:
  Net Income                             $    482,266   $    501,307
  Adjustments to Reconcile Net
    Income to Net Cash Provided
    by Operating Activities:
    Depreciation and
      Amortization                          1,386,302      1,689,444
    Deferred Interest on
      Notes Payable                           230,621        265,455
    Equity in Income of Investment
      In Partnerships                        (401,052)      (251,250)
    Changes in Operating Assets
      and Liabilities:
      Decrease in Rental Equipment
        Held for Sale                               0         20,043
      (Increase) Decrease in
        Rents Receivable                     (232,500)        (9,724)
      (Increase) Decrease in Accounts
        Receivable - Others                  (142,549)         3,309
      (Increase) Decrease in
        Prepaid Expenses                     (171,259)         4,177
      Increase (Decrease) in
        Interest Payable                      (53,308)        90,485
      Increase (Decrease) in
        Payable to:
         General Partners                      50,562       (268,555)
         Affiliates                                 0        (11,393)
         Others                              (120,859)       (36,858)
      Increase (Decrease) in
        Unearned Revenue                      (49,270)         7,531
                                         ------------   ------------
          Net Cash Provided by
          Operating Activities                978,954      2,003,971
                                         ------------   ------------    
Cash Flows from Investing Activities:
  Purchases of Equipment                      (30,664)    (1,616,237)
  Escrow Deposit                                    0          2,966
  Direct Financing Lease                      119,708              0
  Investment in Partnerships                   (3,003)             0
  Distributions Received                    1,348,434        417,981
  (Increase) Decrease in
    Sales Receivable                                0          1,483
                                         ------------   ------------
          Net Cash (Used in)
          Investing Activities              2,598,938     (1,203,227)
                                         ------------   ------------           
Cash Flows from Financing Activities:
  Proceeds from Notes Payable                       0      2,000,000
  Payment of Notes Payable                 (2,506,572)    (2,644,555)
  (Increase) Decrease in
    Deferred Debt Costs                        13,405       (103,649)
  Distributions to Limited
    Partners                               (1,823,450)    (1,823,450)
  Distributions to General
    Partners                                  (18,416)       (18,416)
                                         ------------   ------------ 
          Net Cash Provided by
          (Used In) Financing
          Activities                       (4,335,033)    (2,590,070)
                                         ------------   ------------ 
Increase (Decrease) in Cash
  and Cash Equivalents                       (757,141)    (1,789,326)

Cash and Cash Equivalents at
  Beginning of Period                       4,480,112      5,671,367
                                         ------------   ------------
Cash and Cash Equivalents at
  End of Period                          $  3,722,971   $  3,882,041
                                         ============   ============
Supplemental Cash Flow Information:
  Interest Paid                          $    845,029   $    325,555
                                         ============   ============

Notes Payable in 1997 were increased by $606,257, 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)
                                     
                               June 30, 1998

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 six months ended June 30, 1997, the outstanding balance  of
$4,234,500  with the CIT Group Credit Facility was paid in full.   In  June
1997 a credit facility of $9,234,500 was arranged with Heller Financial and
the amount drawn down was $6,234,500.

     During  the  six months ended June 30, 1998, nothing was paid  on  the
$7,834,500  outstanding under the Heller Financial credit  facility.  Under
the  terms of the agreement $3,600,000 of this balance matures in 1998, the
remainder matures in 1999.

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 six months ended June 30, 1998:

     Equipment Management Fees               $203,122
     General and Administrative Costs          53,415
     General Partners' Distributions           18,416

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, 1997.   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
$3,722,971  at  June  30, 1998, represents cash of  $13,880,  a  repurchase
agreement of $3,708,000, and money market mutual funds of $1,091.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

     Options  were  purchased in March 1995.  If the options are  exercised
upon lease terminations August 1999, and January 2000, the Partnership will
pay   the   strike  prices  of  approximately  $1,535,122  and   $5,137,500
respectively,   to   the  seller  for  193  railcars  and   685   railcars,
respectively.

NOTE 7 - SUBSEQUENT EVENTS

     On  July  31, 1998, the Partnership paid distributions of $911,725  to
the  Limited  Partners and $9,208 to the General Partners for  the  quarter
ended June 30, 1998.
<PAGE>
     
     
                      CYPRESS EQUIPMENT FUND II, LTD.
                          (a Limited Partnership)

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

Six Months Ended June 30, 1998, Compared to Six Months Ended June 30, 1997

     Rental income of $2,831,816 plus Income from Direct Financing Lease of
$67,181  for a total of $2,898,997 for the six months ended June  30,  1998
was comparable to rental income of $2,956,923 for the six months ended June
30,  1997.   Interest income was also comparable for the six  months  ended
June  30, 1998, as compared to 1997.  During the six months ended June  30,
1997,  equipment  with an original cost of $36,710 was  sold  for  $36,500,
resulting  in a gain on sale of $16,458.  During the six months ended  June
30, 1998, no equipment has been sold.
     
     Interest expense increased from $752,829 for the six months ended June
30,  1997,  to  $791,721  for the six months ended  June  30,  1998.   This
increase  resulted from a higher average level of debt during  the  period.
Management fee expense increased for the six months ended June 30, 1998, as
compared to 1997, due to the calculations of two leases being based on  the
cash  received by the Partnership instead of the revenue recognized by  the
Partnership.  Depreciation expense decreased for the six months ended  June
30,  1998  versus  1997,  because certain  equipment  is  no  longer  being
depreciated using an accelerated method.
     
     The  net effect of the above revenue and expense items resulted  in  a
net income of $482,266 for the six months ended June 30, 1998, compared  to
$501,307 for the six months ended June 30, 1997.
     
     During  the  six months ended June 30, 1998, the Partnership  did  not
incurred any additional borrowing and made $2,506,572 of principal payments
on notes.

  Three Months Ended June 30, 1998, Compared to Three Months Ended June 30,
1997

     Rental  income and Income from Direct Finance Lease of $1,495,478  for
the  three  months ended June 30, 1998 was comparable to rental  income  of
$1,527,090  for the three months ended June 30, 1997.  Interest income  was
also  comparable for the three months ended June 30, 1998, as  compared  to
1997.
     Interest  expense was comparable for the three months ended  June  30,
1998, as compared to the three months ended June 30, 1997.  Management  fee
expense was higher for the three months ended June 30, 1998, as compared to
1997 due to the calculations of two leases being based on the cash received
by  the  Partnership instead of the revenue recognized by the  Partnership.
Depreciation  expense decreased for the three months ended  June  30,  1998
versus 1997, because certain equipment is no longer being depreciated using
an accelerated method.
     
     The  net effect of the above revenue and expense items resulted  in  a
net  income of $213,007 for the three months ended June 30, 1998,  compared
to $191,089 for the three months ended June 30, 1997.

     During  the three months ended June 30, 1998, the Partnership did  not
incur any additional borrowing.

  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  June
30, 1998, future rental income, interest income, and sales proceeds.
     
     For  the  six months ended June 30, 1998, the Partnership  had  a  net
income  of  $482,266.  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 $978,954.   Cash
provided  by  investing  activities consisted primarily  of  $1,348,434  of
distributions from the Investment in Partnerships.  Cash used in  financing
activities  was  $2,506,572 in payment of notes payable  and  to  pay  cash
distributions  to  limited and general partners of $1,841,866.   In  total,
during  the  six  months ending June 30, 1998, Cash  and  Cash  Equivalents
decreased  $757,141  from  operating activities, investing  activities  and
financing  activities,  resulting in an ending  Cash  and  Cash  Equivalent
balance as of June 30, 1998, of $3,722,971.
     
     In  the  opinion of the General Partners, the Partnership  will  have,
through  Cash  and  Cash Equivalents at June 30, 1998, 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.
<PAGE>


                      CYPRESS EQUIPMENT FUND II, LTD.
                          (a Limited Partnership)
                                     
                               June 30, 1998


PART II - Other Information

    Item 6.   Exhibits and Reports on Form 8-K

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


<PAGE>

                                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:  August 14, 1998                  By:  /s/J. Davenport Mosby, III
                                        J. Davenport Mosby, III
                                        President



Date:  August 14, 1998                  By:  /s/John McDonald
                                        John McDonald
                                        Vice President



Date:  August 14, 1998                  By:  /s/Christa Kleinrichert
                                        Christa Kleinrichert
                                        Secretary and Treasurer
<PAGE>