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            September 30, 1996                   

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                     September 30, 1996  

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



               DOCUMENTS INCORPORATED BY REFERENCE

         Parts I and II, 1995 Form 10-K, filed with the
       Securities and Exchange Commission on June 25, 1996
       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
                                    September 30,  December 31, 
                                        1996           1995     
                                    ------------   ------------ 
     ASSETS                          (Unaudited)     (Audited)  
     
Leased Equipment, at Cost           $ 39,880,765   $ 33,358,046 
  Less:  Accumulated Depreciation     (8,990,608)    (5,972,307)
                                    ------------   ------------ 
                                      30,890,157     27,385,739 

Equipment Held for Sale                  492,680      3,607,031 
Residual Participation                         0        134,396 
Deposit on Equipment                   3,106,501              0 
Options                                3,038,114      3,038,114 
Rent Receivable                          679,240        760,716 
Sales Receivable                               0        110,500 
Interest Receivable                       99,803         63,752 
Accounts Receivable - General                  0          3,598 
Escrow Deposit                         3,504,817              0 
Residual Participations Receivable             0        914,066 
Prepaid Expenses                          81,376         21,659 
Deferred Debt Costs (Net of 
  Accumulated Amortization of 
  $168,570 and $144,300,     
  Respectively)                           91,069         83,135 
Cash and Cash Equivalents              6,347,673      3,186,738 
                                    ------------   ------------ 
     Total Assets                   $ 48,331,430   $ 39,309,444 
                                    ============   ============ 
     LIABILITIES AND PARTNERS' EQUITY

Liabilities:
  Accounts Payable                  $          0   $     61,573 
  Interest Payable                        78,712         56,182 
  Payable to:  General Partners          118,679         99,187 
  Notes Payable                       17,419,402      9,900,879 
  Unearned Revenue                       215,687        109,840 
                                    ------------   ------------ 
     Total Liabilities                17,832,480     10,227,661 
                                    ------------   ------------ 
Partners' Equity:
  Limited Partners (36,469 units 
    outstanding at September 30, 1996, 
    and December 31, 1995)            30,512,897     29,109,906 
  General Partners                       (13,947)       (28,123)
                                    ------------   ------------ 
     Total Partners' Equity           30,498,950     29,081,783 
                                    ------------   ------------ 
     Total Liabilities and 
       Partners' Equity             $ 48,331,430   $ 39,309,444 
                                    ============   ============ 
           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 NINE MONTHS ENDED SEPTEMBER 30,

                                        1996           1995     
                                    ------------   ------------ 
Revenues:

  Rental Income                     $  5,914,206   $  4,930,378 
  Interest Income                        249,265        359,026 
  Gain on Sale of Equipment            1,066,586         53,348 
  Gain on Sale of Equipment                       
    Held for Sale                      1,591,240              0 
                                    ------------   ------------ 
    Total Revenues                     8,821,297      5,342,752  
                                    ------------   ------------ 

Operating Expenses:

  Management Fees - General Partners     164,711        227,477 
  General and Administrative:
    Affiliate                             52,172         39,847 
    Other                                358,876        193,114 
  Interest Expense                       885,174        419,471 
  Depreciation and Amortization        3,180,398      2,583,327  
                                    ------------   ------------ 
    Total Operating Expenses           4,641,331      3,463,236 
                                    ------------   ------------ 
Net Income                          $  4,179,966   $  1,879,516 
                                    ============   ============ 

Allocation of Net Income :

  Limited Partners                  $  4,138,166   $  1,860,721 
  General Partners                        41,800         18,795 
                                    ------------   ------------ 
                                    $  4,179,966   $  1,879,516 
                                    ============   ============ 

Net Income Per $1,000 Limited
  Partnership Unit Outstanding      $     113.47   $      51.02 
                                    ============   ============ 

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 SEPTEMBER 30,

                                        1996           1995     
                                    ------------   ------------ 
Revenues:

  Rental Income                     $  1,960,134   $  1,592,150  
  Interest Income                        174,283        114,930 
  Gain on Sale of Equipment              988,676              0 
                                    ------------   ------------ 
    Total Revenues                     3,123,093      1,707,080  
                                    ------------   ------------ 

Operating Expenses:

  Management Fees - General Partners        (250)        63,467 
  General and Administrative:
    Affiliate                             23,732         19,148 
    Other                                226,426         49,162 
  Interest Expense                       321,989        190,987 
  Loss on Sale of Rental Equipment             0          1,385 
  Depreciation and Amortization        1,107,430        947,710 
                                    ------------   ------------ 
    Total Expenses                     1,679,327      1,271,859 
                                    ------------   ------------ 
Net Income                          $  1,443,766   $    435,221 
                                    ============   ============ 

Allocation of Net Income :

  Limited Partners                  $  1,429,328   $    430,869 
  General Partners                        14,438          4,352 
                                    ------------   ------------ 
                                    $  1,443,766   $    435,221 
                                    ============   ============ 

Net Income Per $1,000 Limited 
  Partnership Unit                  $      39.19   $      11.81 
                                    ============   ============ 
Number of Limited Partnership Units       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 NINE MONTHS ENDED SEPTEMBER 30,

                                        1996           1995     
                                    ------------   ------------ 

Cash Flows from Operating Activities:
  Net Income                        $  4,179,966   $  1,879,516 
  Adjustments to Reconcile Net 
    Income to Net Cash Provided 
    by (Used in) Operating Activities:
      (Gain) Loss on Sale of 
        Equipment                     (1,066,586)       (53,348) 
      Depreciation and 
        Amortization                   3,180,398      2,583,327 
      Deferred Interest on 
        Notes Payable                    368,302              0 
      Changes in Operating Assets 
        and Liabilities:
           (Increase) Decrease in
             Equipment Held for Sale   3,114,351              0 
           (Increase) Decrease in 
             Rent Receivable              81,476        373,856 
           (Increase) Decrease in
             Interest Receivable         (99,331)             0 
           (Increase) Decrease in
             Accounts Receivable - 
               General                     3,598              0 
           (Increase) Decrease in 
             Prepaid Expenses            (59,717)         4,745 
           Increase (Decrease) in 
             Interest Payable             15,868         82,202 
           Increase (Decrease) in 
             Payable to:
               General Partners           19,492        (40,067)
               Affiliates                      0         (5,381)
               Other                     (61,573)             0 
           Increase (Decrease) in 
             Unearned Revenue            105,847        (78,392)
                                    ------------   ------------ 
          Net Cash Provided by 
            Operating Activities       9,782,091      4,746,458 
                                    ------------   ------------ 

Cash Flows from Investing Activities:
  Purchase of Equipment               (2,708,215)   (10,246,842)
  Purchase of Options                          0     (3,030,146)
  Purchase of Residual Participation           0       (130,492)
  Deposit on Equipment                (3,106,501)             0 
  Proceeds from Sale of Equipment      1,269,756      3,050,958 
  (Increase) Decrease in 
    Sales Receivable                     110,500        (39,275)
  Payment on Notes Receivable                  0        299,961 
  Escrow Deposit                      (3,504,817)             0 
                                    ------------   ------------ 
<PAGE>
          Net Cash Provided by (Used in)
            Investing Activities      (7,939,277)   (10,095,836)
                                    ------------   ------------ 

Cash Flows from Financing Activities:
  Proceeds from Notes Payable          9,278,197      8,408,270 
  Payment of Notes Payable            (5,165,073)    (2,737,534)
  (Increase) Decrease in 
    Deferred Debt Costs                  (32,204)       (96,367)
  Distributions to 
    Limited Partners                  (2,735,175)    (3,071,054)
  Distributions to 
    General Partners                     (27,624)       (31,018)
                                    ------------   ------------ 
         Net Cash Provided by 
            Financing Activities       1,318,121      2,472,297 
                                    ------------   ------------ 

Increase (Decrease) in Cash            3,160,935     (2,877,081)

Cash and Cash Equivalents at 
  Beginning of Period                  3,186,738      8,330,741 
                                    ------------   ------------ 

Cash and Cash Equivalents at 
  End of Period                     $  6,347,673   $  5,453,660 
                                    ============   ============ 

Supplemental Cash Flow Information:
  Interest Paid                     $    501,004   $    419,471 
                                    ============   ============ 




Non-Cash Activities:

Notes Payable increased by $368,302, the amount of Deferred
Interest on Notes Payable.

A 1996 non-cash reclassification resulted in increases of: Leased
Equipment by $4,155,501; Notes Payable by $3,037,097; and
Interest Payable by $6,662.

This reclassification also decreased: Residual Participations by
$134,396; Residual Participations Receivable by $914,066; and
Accounts Receivable - Interest by $63,280.














           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)

                       September 30, 1996

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, manu-
facturing, 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 distribution
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 distribution 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 nine months ended September 30, 1996, $4,900,000
was drawn down against a $10,450,000 credit facility issued by
the CIT Group and $2,000,000 was repaid, resulting in an
outstanding balance of $4,800,000 as of September 30, 1996. 
Under the terms of the agreement, voluntary prepayments cannot be
made until after March 1, 1997 and the loan must be repaid in
1999.

    Additional notes payable in the amount of $4,378,197
originated during the nine months.  The maturities of these notes
are:  1996 - $2,028,450; 1997 - $423,323; 1998 - $477,434; 1999 -
$248,990; after 2000 - $1,200,000.
<PAGE>
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 nine months
ended September 30, 1996:

    Equipment Management Fees           $  164,711
    General and Administrative Costs        52,172
    General Partners' Distributions         27,624
    Acquisition Fees                       159,513
    
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, 1995.  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 $6,347,673 at September 30, 1996, represents cash of
$100,167, a repurchase agreement of $4,640,000, and money market
funds of $1,607,506.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

    On June 30, 1996, the Partnership purchased a 9.9% interest
in a partnership which owns boiler equipment used in a paper pulp
processing mill for $2,704,317.  The Partnership is committed to
buying an additional 30.1% interest in December 1996.

    In March 1995, the Partnership purchased various railcar
options.  If the options are exercised upon lease terminations in
July 1997, August 1999, and January 2000, the Partnership will
pay the strike prices of approximately $572,516, $1,535,122, and
$5,137,500 respectively, to the seller for 98 railcars, 193
railcars and 685 railcars, respectively.

NOTE 7 - SUBSEQUENT EVENTS

    On October 31, 1996, the Partnership paid distributions of
$911,725 to the Limited Partners and $9,208 to the General
Partners for the quarter ended September 30, 1996.

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

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

    Results of Operations

    Nine Months Ended September 30, 1996, Compared to Nine
    Months Ended September 30, 1995

    Rental income increased from $4,930,378 for the nine months
ended September 30, 1995, to $5,914,206 for the nine months ended
September 30, 1996.  While sales, casualties, and reduced re-
lease rates during the intervening period reduced revenues by
$1,108,824, the purchase of equipment during the intervening
period increased revenue by $2,092,652.  Interest income
decreased for the nine months ended September 30, 1996, as
compared to 1995, because the Partnership had a lower average
balance of cash available for investment.

    Interest expense increased from $419,471 for the nine months
ended September 30, 1995, to $885,174 for the nine months ended
September 30, 1996.  This increase resulted from an increased
average level of debt during the period.  Management fee expense
was less for the nine months ended September 30, 1996, as
compared to 1995, due to the calculations on two leases being
based on the cash received by the Partnership instead of the
revenues recognized by the Partnership.  Depreciation expense
increased for the nine months ended September 30, 1996 versus
1995, because the Partnership had a larger depreciable basis of
equipment.

    During the nine months ended September 30, 1995, Rental
Equipment with an original cost of $5,061,689 was sold for a gain
of $53,348.  During the nine months ended September 30, 1996,
Rental Equipment with an original cost of $340,997 was sold for a
gain of $153,830.  There were additional insurance proceeds of
$912,756 on units previously declared as casualties.  Rental
Equipment Held for Sale with a net book value of $3,178,691 was
sold at a gain of $1,591,240.

    The net effect of the above revenue and expense items
resulted in net income of $4,179,966 for the nine months ended
September 30, 1996, compared to $1,879,516 for the nine months
ended September 30, 1995.

    During the nine months ended September 30, 1996, the
Partnership incurred $9,278,197 of additional borrowing and made
$5,165,073 of principal payments on notes.
<PAGE>
    Three Months Ended September 30, 1996, compared to Three
    Months Ended September 30, 1995

    Rental income increased from $1,592,150 for the three months
ended September 30, 1995, to $1,960,134 for the three months
ended September 30, 1996.  While sales and reduced re-lease rates
during the intervening period reduced revenues by $159,300, the
purchase of equipment during the intervening period increased
revenues by $527,284.  Interest income increased for the three
months ended September 30, 1996, as compared to 1995, because the
Partnership had a larger average balance of cash available for
investment.

    Interest expense increased from $190,987 for the three
months ended September 30, 1995, to $321,989 for the three months
ended September 30, 1996.  This increase resulted from a
increased average level of debt during the period.  Management
fee expense was less for the three months ended September 30,
1996, as compared to 1995, because of a recalculation of
management fees.  Depreciation expense increased for the three
months ended September 30, 1996 versus 1995, because the
Partnership had a larger depreciable basis of equipment.

    There were no sales of equipment in the three months ended
September 30, 1995.  During the three months ended September 30,
1996, Rental Equipment with an original cost of $175,294 was sold
for a gain of $75,920.  There were additional insurance proceeds
of $912,756 on units previously declared as casualties.
    
    The net effect of the above revenue and expense items
resulted in net income of $1,443,766 for the three months ended
September 30, 1996, compared to $435,221 three months ended
September 30, 1995.

    During the three months ended September 30, 1996, the
Partnership incurred $3,000,000 of additional borrowing and made
$984,359 of principal payments on notes.   <PAGE>
    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 September 30, 1996,
anticipated future borrowings, and future rental income, interest
income, and sales proceeds.

     For the nine months ended September 30, 1996, the
Partnership had a net income of $4,179,966.  After adjusting net
income during this period for depreciation and amortization, gain
on sale, and the changes in operating assets and liabilities, net
cash provided by operating activities was $9,782,091.  Cash
provided by investing activities consisted primarily of sales and
casualty proceeds of $1,269,756.  Cash used in investing
activities was $3,504,817 for an escrow deposit, $2,708,215 for
the purchase of equipment, and $3,106,501 for a deposit on
equipment.  Cash provided by financing activities consisted
primarily of proceeds from notes payable in the amount of
$9,278,197.  Cash used in financing activities was $5,165,073 for
payment of notes payable and $2,762,799 for distributions to
limited and general partners.  In total, during the nine months
ending September 30, 1996, Cash and Cash Equivalents increased
$3,160,935, resulting in an ending Cash and Cash Equivalent
balance as of September 30, 1996, of $6,347,673.

    In the opinion of the General Partners, the Partnership will
have, through Cash and Cash Equivalents at September 30, 1996,
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)

                       September 30, 1996



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:  November 26, 1996      By:  /s/J. Davenport Mosby, III
                                   -----------------------------
                                   J. Davenport Mosby, III
                                   President



Date:  November 26, 1996      By:  /s/John McDonald
                                   -----------------------------
                                   John McDonald  
                                   Vice President



Date:  November 26, 1996      By:  /s/Christine Kleinrichert
                                   ----------------------------- 
                                   Christine Kleinrichert
                                   Secretary and Treasurer<PAGE>