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, 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                   June 30, 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
                                                June 30,     December 31,
                                                  1999           1998
                                              (Unaudited)      (Audited)
ASSETS
Rental Equipment, at Cost                      $ 21,507,385    $ 23,253,102
  Less:  Accumulated Depreciation               (10,908,519)    (11,192,367)
                                              -------------   -------------
                                                 10,598,866      12,060,735
                                              -------------   -------------
Rental Equipment Held for Sale                            0       3,672,601
Deposit on Equipment                              3,118,969       3,118,969
Options                                             806,694       2,282,246
Investment In Partnerships                        6,699,051       7,495,781
Net Investment in Direct Financing Lease            840,731         840,731
Deferred Debt Costs and Trustee Fees (Net
  Of Accumulated Amortization of $48,315
  And $39,726 Respectively)                           1,277           8,366
Rent and Sales Proceeds Receivable                  722,136         537,135
Accounts Receivable - General                        30,713           5,508
Prepaid Expenses                                     20,132          97,737
Cash and Cash Equivalents                         9,474,963       3,702,451
                                               ------------    ------------
    Total Assets                               $ 32,313,532    $ 33,822,260
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Notes Payable                                   $ 2,767,329    $  6,497,730
Payable to:  General Partners                        42,053         101,308
             Others                                 254,176         451,612
Interest Payable                                      5,895          48,187
Unearned Revenue                                     18,009          23,009
                                              -------------   -------------
    Total Liabilities                             3,087,462       7,121,846
                                              -------------   -------------
Partners' Equity:
Limited Partners (36,469 units outstanding
at June 30, 1999 and December 31, 1998)          29,252,735      26,752,336
General Partners                                    (26,665)        (51,922)
                                              -------------   -------------
    Total Partners' Equity                       29,226,070      26,700,414
                                              -------------   -------------
    Total Liabilities and Partners' Equity     $ 32,313,532    $ 33,822,260
                                              =============   =============

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

                      CYPRESS EQUIPMENT FUND II, LTD.
                         STATEMENTS OF OPERATIONS
                                (Unaudited)
                     FOR THE SIX MONTHS ENDED JUNE 30,

                                      1999             1998
                                      ----             ----
Revenues:
Rental Income                         $ 1,649,465    $ 2,831,816
Interest Income                           106,900         96,988
Income from Direct Financing
Lease                                           0         67,181
Gain on Sale of Equipment                 466,655              0
Gain on Sale of Equipment Held
for Sale                                4,066,309              0
Gain on Sale of Other                   1,845,048              0
                                     ------------   ------------
Total Revenues                          8,134,377      2,995,985
                                     ------------   ------------
Operating Expenses:
Management Fees-General                    27,822        203,122
Partners
General and Administrative:                12,133         53,415
  Affiliates                              284,303        480,211
  Other                                   153,820        791,721
Interest Expense                          927,024      1,386,302
Depreciation and Amortization        ------------   ------------
                                        1,405,102      2,914,771
  Total Operating Expenses           ------------   ------------

Net Income Before Equity in             6,729,275         81,214
Income of Partnerships

Equity in Income of                       401,052        401,052
Partnerships                         ------------   ------------
                                      $ 7,130,327    $   482,266
Net Income                           ============   ============

Allocation of Net Income:             $ 7,059,024    $   477,443
  Limited Partners                         71,303          4,823
  General Partners                   ------------   ------------
                                      $ 7,130,327    $   482,266
                                     ============   ============

Net Income per $1,000 Limited        $     193.56    $     13.09
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 OPERATIONS
                                (Unaudited)
                     FOR THE THREE MONTHS ENDED JUNE 30,

                                      1999             1998
                                      ----             ----
Revenues:
Rental Income                        $    911,389    $ 1,458,487
Interest Income                            61,036         50,335
Income from Direct Financing
Lease                                           0         36,691
Gain (Loss) on Sale of Equipment             (370)             0
Gain on Sale of Equipment Held
for Sale                                4,066,309              0
Gain (Loss) on Sale of Other              (19,940)             0
                                     ------------   ------------
Total Revenues                          5,018,424      1,545,513
                                     ------------   ------------
Operating Expenses:
Management Fees-General                    20,007        126,234
Partners
General and Administrative:                10,040         52,355
  Affiliates                               84,875        287,994
  Other                                    60,840        370,853
Interest Expense                          446,054        695,596
Depreciation and Amortization        ------------   ------------
                                          621,816      1,533,032
  Total Operating Expenses           ------------   ------------

Net Income Before Equity in             4,396,608         12,481
Income of Partnerships

Equity in Income of                       200,526        200,526
Partnerships                         ------------   ------------
                                      $ 4,597,134    $   213,007
Net Income                           ============   ============

Allocation of Net Income:             $ 4,551,163    $   210,877
  Limited Partners                         45,971          2,130
  General Partners                   ------------   ------------
                                      $ 4,597,134    $   213,007
                                     ============   ============

Net Income per $1,000 Limited         $    124.80    $      5.78
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 SIX MONTHS ENDED JUNE 30,

                                       1999            1998
                                       ----            ----
Cash Flows from Operating
Activities:
  Net Income                          $ 7,130,327     $   482,266
  Adjustments to Reconcile Net
  Income to Net Cash Provided
  by Operating Activities:
  (Gain) on Sale of Equipment            (466,655)              0
  Depreciation and Amortization           927,024       1,386,302
  Deferred Interest on Notes
  Payable                                  88,375         230,621
  Equity in Income of Investment
  In Partnerships                        (401,052)       (401,052)
  Changes in Operating Assets
  and Liabilities:
  (Increase) Decrease in
  Equipment Held for Sale               3,672,601               0
  (Increase) Decrease in
  Rents Receivable                       (395,207)       (232,500)
  (Increase) Decrease in Accounts
  Receivable - General                    185,001        (142,549)
  (Increase) Decrease in
  Prepaid Expenses                         77,605        (171,259)
  Increase (Decrease) in
  Interest Payable                        (42,292)        (53,308)
  Increase (Decrease) in
  Payable to:
     General Partners                     (59,255)         50,562
     Other                               (197,436)       (120,859)
  Increase (Decrease) in
    Unearned Revenue                       (5,000)        (49,270)
                                     ------------    ------------
      Net Cash Provided by
      Operating Activities             10,514,036         978,954
                                     ------------    ------------
Cash Flows from Investing
Activities:
  Direct Financing Lease                        0         119,708
  Investment in Partnerships                    0          (3,003)
  Distributions Received                1,197,782       2,512,897
  Proceeds from Sale of Equipment       1,010,089               0
  Purchases of Equipment                        0         (30,664)
  (Purchase) Sale of Options            1,469,819               0
  Proceeds of Option Casualties             5,733               0
                                      -----------     -----------
      Net Cash Provided By
      Investing Activities              3,683,423       2,598,938
                                      -----------     -----------

 Cash Flows from Financing
 Activities:
   Payment of Notes Payable            (3,818,776)     (2,506,572)
   (Increase) Decrease in
   Deferred Debt Costs and
     Trustee Fees                          (1,500)         13,405
   Distributions to Limited
   Partners                            (4,558,625)     (1,823,450)
   Distributions to General
   Partners                               (46,046)        (18,416)
                                      -----------     -----------
       Net Cash Used In
       Financing Activities            (8,424,947)     (4,335,033)
                                      -----------     -----------

Increase (Decrease) in Cash             5,772,512        (757,141)
and Cash Equivalents

Cash and Cash Equivalents at            3,702,451       4,480,112
Beginning of Period                   -----------     -----------

Cash and Cash Equivalents at End      $ 9,474,963     $ 3,722,971
of Period                             ===========     ===========

Supplemental Cash Flow Information:
Interest Paid                         $   107,737      $  845,029
                                     ============     ===========

Non-Cash Activities:

Notes Payable in 1999 were increased by $88,375, the amount of Deferred
Interest on Notes Payable.

Notes Payable in 1998 were increased by $230,621, 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)
                               June 30, 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  six months ended June 30, 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 and the loan associated with Ally
Capital  Partners was paid in full for $413,369.  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 six months ended June 30, 1999:

     Equipment Management Fees               $ 27,822
     General and Administrative Costs          12,133
     General Partners' Distributions           46,046

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,  a
repurchase  agreement, and floating rate bonds.  All of  the  Partnership's
securities  included  in Cash and Cash Equivalents are considered  held-to-
maturity.  The balance of $9,474,963 at June 30, 1999, represents  cash  of
$8,112, a repurchase agreement of $1,507,000, money market mutual funds  of
$7,994, and bonds of $7,951,856.

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 $1,845,048 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 July 29, 1999, the Partnership received $15,865,268 for the sale of
the International Paper / Federal Paper Board transaction.

     On  August 10, 1999, the Partnership paid distributions of $22,128,644
to  the Limited Partners and $223,521 to the General Partners.  The General
Partners also received incentive management fees of $487,007.


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

Six Months Ended June 30, 1999, Compared to Six Months Ended June 30, 1998.

     Rental  income decreased to $1,649,465 for the six months  ended  June
30,  1999,  from $2,831,816 for the six month period ended June  30,  1998.
This decrease was primarily due to equipment coming off lease or being sold
in  the  intervening period.  Interest income was comparable  for  the  six
months  ended June 30, 1999, as compared to the six months ended  June  30,
1998.  During the six months ended June 30, 1999, rental equipment  with  a
book  value of $543,435 was sold for $1,010,459 resulting in a gain on sale
of $466,655.  During the six months ended June 30, 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 $1,845,048 for the Partnership.  During the  six  months
ended  June  30,  1999,  equipment held for  sale  with  a  book  value  of
$3,672,601  was  sold  for  $7,950,000 resulting  in  a  gain  on  sale  of
$4,066,309.

     Interest  expense decreased to $153,820 for the six months ended  June
30,  1999, as compared to $791,721 for the six months ended June 30,  1998.
This  decrease  was  due to an average lower level of  debt.   Depreciation
expense  decreased  for  the six months ended June 30,  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 $7,130,327 for the six months ended June 30, 1999,  compared
to $482,266 for the six months ended June 30, 1998.

     During  the  six months ended June 30, 1999, the Partnership  did  not
incur any additional borrowing and made $3,818,776 of principal payments on
notes.

   Three Months Ended June 30, 1999, Compared to Thre Months Ended June 30,
1998

      Rental  income decreased to $911,389 for the three months ended  June
30,  1999  as compared to rental income of $1,458,487 for the three  months
ended  June 30, 1998.  This decrease was primarily due to equipment  coming
off  lease  or  being  sold  in the intervening  period.   Interest  income
increased  for  the three months ended June 30, 1999, as  compared  to  the
three  months ended June 30, 1998.  This was due to a higher level of  cash
available for investment.

      Interest expense decreased to $60,840 for the three months ended June
30, 1999, as compared to $370,853 for the three months ended June 30, 1998.
This  decrease  was  due to an average lower level of  debt.   Depreciation
expense  decreased  for the three months ended June 30, 1999  versus  1998.
This decrease was primarily due to equipment coming off lease or being sold
in the intervening period.

      The  net effect of the above revenue and expense items resulted in  a
net income of $4,597,134 for the three months ended June 30, 1999, compared
to $213,007 for the three months ended June 30, 1998.

  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, 1999, future rental income, interest income, and sales proceeds.

     For  the  six months ended June 30, 1999, the Partnership  had  a  net
income  of  $7,130,327.  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  $10,514,036.
Cash   provided   by  investing  activities  consisted  of  $1,197,782   of
distributions from the Investment in Partnerships.  Other cash  flows  from
investing  activities  were $1,010,089 from the proceeds  of  the  sale  of
rental  equipment and $1,469,819 from the sale of options.   Cash  used  in
financing activities was $3,818,776 in payment of notes payable and to  pay
cash  distributions  to  limited and general partners  of  $4,604,671.   In
total,  during  the  six  months  ending  June  30,  1999,  Cash  and  Cash
Equivalents  increased  $5,772,512  from  operating  activities,  investing
activities and financing activities, resulting in an ending Cash  and  Cash
Equivalent balance as of June 30, 1999, of $9,474,963.

     In  the  opinion of the General Partners, the Partnership  will  have,
through  Cash  and  Cash Equivalents at June 30, 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.



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:  August 10, 1999                By:  /s/J. Davenport Mosby, III
                                           J. Davenport Mosby, III
                                           President



Date:  August 10, 1999                By:  /s/John McDonald
                                           John McDonald
                                           Vice President



Date:  August 10, 1999                By:  /s/Christa Kleinrichert
                                           Christa Kleinrichert
                                           Secretary and Treasurer