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, 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                September 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
                                             September 30,   December 31,
                                                  1998           1997
                                              (Unaudited)      (Audited)
ASSETS                                                             
Rental Equipment, at Cost                      $ 31,785,374    $ 34,234,667
  Less:  Accumulated Depreciation               (12,900,387)    (12,630,987)
                                              -------------   -------------
                                                 18,884,987      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
Investment In Partnerships                        6,932,546      10,009,477
Net Investment in Direct Financing Lease          1,143,503       1,326,061
Deferred Debt Costs (Net of Accumulated                                    
Amortization of $311,411 and $278,181,                                     
Respectively)                                        13,228          44,238
Rent and Sales Proceeds Receivable                1,178,473         737,603
Accounts Receivable - Other                               0          12,000
Prepaid Expense                                     246,840          88,408
Cash and Cash Equivalents                         3,804,017       4,480,112
                                               ------------    ------------
    Total Assets                               $ 41,709,882    $ 47,807,867
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Liabilities:                                                               
Notes Payable                                  $ 15,252,152    $ 19,084,905
Payable to:  General Partners                       138,855         187,943
             Affiliates                                   0               0
             Others                                  93,823         268,626
Interest Payable                                     34,154         141,780
Unearned Revenue                                    374,267         458,961
                                              -------------   -------------
    Total Liabilities                            15,893,251      20,142,215
                                              -------------   -------------
Partners' Equity:                                                          
Limited Partners (36,469 units outstanding                                 
at September 30,1998 and December 31, 1997)      25,877,390      27,707,925
General Partners                                    (60,759)        (42,273)
                                              -------------   -------------
    Total Partners' Equity                       25,816,631      27,665,652
                                              -------------   -------------
    Total Liabilities and Partners' Equity     $ 41,709,882    $ 47,807,867
                                              =============   =============
                                                                           
The accompanying notes are an integral part of these financial statements.
<PAGE>
                                     
                      CYPRESS EQUIPMENT FUND II, LTD.
                         STATEMENTS OF OPERATIONS
                                (Unaudited)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                      1998             1997
                                      ----             ----
Revenues:                                                       
Rental Income                         $ 3,947,619    $ 4,427,409
Interest Income                           137,444        146,263
Income from Direct Financing                                    
Lease                                     102,703              0
Gain on Sale of Equipment                 109,508              0
Gain on Sale of Rental                                          
Equipment Held for Sale                         0        565,046
                                     ------------   ------------
Total Revenues                          4,297,274      5,138,718
                                     ------------   ------------
Operating Expenses:                                             
Management Fees-General                   289,128        220,121
Partners                                                        
General Administrative:                    84,841         32,103
  Affiliate                               563,597        328,956
  Other                                 1,086,204      1,160,007
Interest Expense                        1,961,304      2,551,634
Depreciation and Amortization        ------------   ------------
                                        3,985,074      4,292,821
  Total Operating Expenses           ------------   ------------
                                                                
Net Income Before Equity in               312,200        845,897
Income of Partnerships                                          
                                                                
Equity in Income of                       601,578        399,076
Partnerships                         ------------   ------------
                                      $   913,778    $ 1,244,973
Net Income                           ============   ============
                                                                
Allocation of Net Income:             $   904,640    $ 1,232,523
  Limited Partners                          9,138         12,450
  General Partners                   ------------   ------------
                                      $   913,778    $ 1,244,973
                                     ============   ============
                                                                
Net Income per $1,000 Limited         $     24.81    $     33.80
Partnership Unit Outstanding         ============   ============
                                                                
Number of Limited Partnership              36,469         36,469
Units                                ============   ============
                                                                
                                     
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 SEPTEMBER 30,
                                     
                                      1998             1997
                                      ----             ----
Revenues:                                                       
Rental Income                         $ 1,115,803    $ 1,470,486
Interest Income                            40,456         57,227
Income from Direct Financing                                    
Lease                                      35,522              0
Gain on Sale of Equipment                 109,508              0
Gain on Sale of Rental                                          
Equipment Held for Sale                         0        548,588
                                     ------------   ------------
Total Revenues                          1,301,289      2,076,301
                                     ------------   ------------
Operating Expenses:                                             
Management Fees-General                    86,006         72,712
Partners                                                        
General Administrative:                    31,426         12,068
  Affiliate                                83,386        126,313
  Other                                   294,483        407,178
Interest Expense                          575,002        862,190
Depreciation and Amortization        ------------   ------------
                                        1,070,303      1,480,461
  Total Operating Expenses           ------------   ------------
                                                                
Net Income Before Equity in               230,986        595,840
Income of Partnerships                                          
                                                                
Equity in Income of                       200,526        147,826
Partnerships                         ------------   ------------
                                      $   431,512    $   743,666
Net Income                           ============   ============
                                                                
Allocation of Net Income:             $   427,197    $   736,229
  Limited Partners                          4,315          7,437
  General Partners                   ------------   ------------
                                      $   431,512    $   743,666
                                     ============   ============
                                                                
Net Income per $1,000 Limited         $     11.71    $     20.18
Partnership Unit Outstanding         ============   ============
                                                                
Number of Limited Partnership              36,469         36,469
Units                                ============   ============
                                                                
                                     
                  The accompanying notes are an integral
                    part of these financial statements.
<PAGE>
                                     
                      CYPRESS EQUIPMENT FUND II, LTD.
                         STATEMENTS OF CASH FLOWS
                                (Unaudited)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                        1998            1997
                                        ----            ----
Cash Flows from Operating                                        
Activities:                                                      
 Net Income                            $   913,778    $ 1,244,973
 Adjustments to Reconcile Net                                    
 Income to Net Cash Provided                                      
 by Operating Activities:                                         
  (Gain) on Sale of Equipment             (109,508)             0
  Depreciation and Amortization          1,961,304      2,551,634
  Deferred Interest on Notes                                     
  Payable                                  334,392        389,969
  Equity in Income of Investment                                   
  In Partnerships                         (601,578)      (399,076)
  Changes in Operating Assets                                    
  and Liabilities:                                                 
   Decrease in Rental Equipment                                  
   Held for Sale                                 0         20,043
   (Increase) Decrease in Rent                                   
   Receivable                             (286,321)       (42,672)
   (Increase) Decrease in                                        
   Prepaid Expenses                       (158,432)        14,088
   Increase (Decrease) in                                        
   Interest Payable                       (107,626)        46,944
   Decrease in Accounts                                          
   Receivable - General                   (142,549)       (29,173)
   (Increase) Decrease in                                           
   Payable to:                                                      
     General Partners                      (49,088)      (333,605)
     Affiliates                                  0        (11,393)
     Other                                (174,803)        27,183
  Increase (Decrease) in Unearned                                
  Revenue                                  (84,694)          (187)
                                      ------------   ------------
     Net Cash Provided by                                        
     Operating Activities                1,494,875      3,478,728
                                      ------------   ------------
Cash Flows from Investing                                        
Activities:                                                      
 Purchases of Equipment                    (30,664)    (2,169,692)
 Escrow Deposit                                  0         (9,420)
 Purchase of Direct Financing                                    
 Lease                                     182,558              0
 Investment in Partnerships                  3,022              0
 Distributions Received                  3,675,487        868,175
 Casualty of Options                             0        751,372
 Proceeds from Sale of Equipment           918,473              0
 Decrease in Sales Receivable                    0          1,483
                                       -----------    -----------
     Net Cash (Used In) Investing                                
     Activities                          4,748,876       (558,082)
                                       -----------    -----------
Cash Flows from Financing                                        
Activities:                                                      
 Proceeds from Notes Payable                     0      6,935,387
 Payment of Notes Payable               (4,167,145)    (8,025,073)
 (Increase) in Deferred Debt                                     
 Costs                                      10,098       (107,222)
 Distributions to Partners              (2,762,799)    (2,762,799)
                                       -----------    -----------
     Net Cash (Used In) Provided                                 
     by Financing Activities            (6,919,846)    (3,959,707)
                                       -----------    -----------
Increase (Decrease) in Cash               (676,095)    (1,039,061)
                                                                 
Cash and Cash Equivalents at                                     
Beginning of Period                      4,480,112      5,671,366
                                       -----------    -----------
Cash and Cash Equivalents at End                                 
of Period                              $ 3,804,017    $ 4,632,305
                                       ===========    ===========
                                                                 
Supplemental Cash Flow Information:                                
Interest Paid                           $  931,930    $   867,425
                                      ============     ===========
                                                                 
Non-Cash Activities:

Notes Payable in 1998 were increased by $495,617, the amount of Deferred
Interest on Notes Payable.

In 1996, Leased Equipment with a cost of $4,136,743 and a net book value of
$3,692,643 was transferred to Equipment Held for Sale.

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)
                                     
                            September 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  nine  months ended September 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 nine months ended September 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 nine months ended September 30, 1998

     Equipment Management Fees          $289,128
     General and Administrative Costs     84,841
     General Partners' Distributions      27,624

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
$3,804,017  at September 30, 1998, represents cash of $1,104, a  repurchase
agreement of $3,674,000, and money market mutual funds of $128,913.

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  November 4, 1998, the Partnership paid distributions of $2,735,175
to the Limited Partners and $27,629 to the General Partners for the quarter
ended September 30, 1998.
<PAGE>
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS

Nine  Months  Ended  September  30, 1998, Compared  to  Nine  Months  Ended
September 30, 1997

     Rental income of $3,947,619 plus Income from Direct Financing Lease of
$102,703 for a total of $4,050,322 for the nine months ended September  30,
1998  was  comparable to rental income of $4,427,409 for  the  nine  months
ended September 30, 1997.  Interest income was also comparable for the nine
months  ended  September 30, 1998, as compared to 1997.   During  the  nine
months  ended September 30, 1997, equipment held for sale with an  original
cost  of  $36,137  was sold for $36,500 resulting in  a  gain  on  sale  of
$16,458.  During the same period an option was exercised with a total  cost
of  $1,338,217 and was sold for a net of $1,886,805 resulting in a gain  on
sale  of  $548,588.   During  the nine months  ended  September  30,  1998,
equipment with an original cost of $1,644,874 was casualtied with  proceeds
of $986,672, resulting in a gain of $109,508.
     
     Interest  expense  increased of $1,086,204 for the nine  months  ended
September  30, 1998 was comparable to $1,160,007 for the nine months  ended
September  30, 1997.  Management fee expense increased for the nine  months
ended  September 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  nine months ended September 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  $913,778  for the nine months ended  September  30,  1998,
compared to $1,244,973 for the nine months ended September 30, 1997.
     
     During  the nine months ended September 30, 1998, the Partnership  did
not  incur  any  additional  borrowing and  made  $4,167,145  of  principal
payments on notes.

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

     Rental  income and Income from Direct Finance Lease of $1,151,325  for
the  three months ended September 30, 1998 was comparable to rental  income
of  $1,470,486  for  the three months ended September 30,  1997.   Interest
income  was also comparable for the three months ended September 30,  1998,
as compared to 1997.
     
     Interest  expense decreased from $407,178 for the three  months  ended
September  30,  1997 to $294,483 for the three months ended  September  30,
1998  as  a  result  of a lower average level of debt  during  the  period.
Management fee expense was higher for the three months ended September  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  September  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  $431,512 for the three months ended  September  30,  1998,
compared to $743,659 for the three months ended September 30, 1997.

     During the three months ended September 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
September  30,  1998,  future  rental income, interest  income,  and  sales
proceeds.
     
     For  the nine months ended September 30, 1998, the Partnership  had  a
net  income of $913,778.  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  $1,494,875.
Cash provided by investing activities consisted primarily of $3,675,487  of
distributions from the Investment in Partnerships.  Cash used in  financing
activities  was  $6,919,846 in payment of notes payable  and  to  pay  cash
distributions  to  limited and general partners of $2,762,799.   In  total,
during the nine months ending September 30, 1998, Cash and Cash Equivalents
decreased  $676,095  from  operating activities, investing  activities  and
financing  activities,  resulting in an ending  Cash  and  Cash  Equivalent
balance as of September 30, 1998, of $3,804,017.
     
     In  the  opinion of the General Partners, the Partnership  will  have,
through Cash and Cash Equivalents at September 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)
                                     
                            September 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:  November 13, 1998           By:  /s/J. Davenport Mosby, III
                                   J. Davenport Mosby, III
                                   President



Date:  November 13, 1998           By:  /s/John McDonald
                                   John McDonald
                                   Vice President



Date:  November 13, 1998           By:  /s/Christa Kleinrichert
                                   Christa Kleinrichert
                                   Secretary and Treasurer
                                     
<PAGE>