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, 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                 September 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
                                             September 30,   December 31,
                                                  1999           1998
                                              (Unaudited)      (Audited)
ASSETS
Rental Equipment, at Cost                      $ 21,507,385    $ 23,253,102
  Less:  Accumulated Depreciation               (11,353,435)    (11,192,367)
                                              -------------   -------------
                                                 10,153,950      12,060,735
                                              -------------   -------------
Rental Equipment Held for Sale                    2,244,035       3,672,601
Deposit on Equipment                              3,118,969       3,118,969
Options                                             134,257       2,282,246
Investment In Partnerships                          180,001       7,495,781
Net Investment in Direct Financing Lease            840,731         840,731
Deferred Debt Costs and Trustee Fees (Net
  Of Accumulated Amortization of $2,687
  And $29,214 Respectively)                           1,888           8,366
Rent and Sales Proceeds Receivable                  425,627         537,135
Accounts Receivable - General                           762           5,508
Prepaid Expenses                                     22,056          97,737
Cash and Cash Equivalents                         1,046,807       3,702,451
                                               ------------    ------------
    Total Assets                               $ 18,169,083    $ 33,822,260
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Notes Payable                                   $ 1,908,916    $  6,497,730
Payable to:  General Partners                        66,983         101,308
             Others                                 221,931         451,612
Interest Payable                                      2,205          48,187
Unearned Revenue                                     18,258          23,009
                                              -------------   -------------
    Total Liabilities                             2,218,293       7,121,846
                                              -------------   -------------
Partners' Equity:
Limited Partners (36,469 units outstanding
at September 30, 1999 and December 31,           16,110,206      26,752,336
1998)                                              (159,416)        (51,922)
General Partners                              -------------   -------------
                                                 15,950,790      26,700,414
    Total Partners' Equity                    -------------   -------------
                                               $ 18,169,083    $ 33,822,260
    Total Liabilities and Partners' Equity    =============   =============


                  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,

                                      1999             1998
                                      ----             ----
Revenues:
Rental Income                         $ 2,567,114    $ 3,947,619
Interest Income                           222,649        137,444
Income from Direct Financing
Lease                                           0        102,703
Gain on Sale of Equipment                 466,655        109,508
Gain on Sale of Equipment Held
for Sale                                4,064,379              0
Gain on Sale of Other                   1,845,048              0
                                     ------------   ------------
Total Revenues                          9,165,845      4,297,274
                                     ------------   ------------
Operating Expenses:
Management Fees-General                    53,408        289,128
Partners
Incentive Management Fees-                487,007              0
General Partners
General and Administrative:                27,784         84,841
  Affiliates                              644,261        563,597
  Other                                   195,751      1,086,204
Interest Expense                        1,372,828      1,961,304
Depreciation and Amortization        ------------   ------------
                                        2,781,039      3,985,074
  Total Operating Expenses           ------------   ------------

Net Income Before Equity in
Income of Partnerships                  6,384,806        312,200

Equity in Income of
Partnerships                            9,822,406        601,578
                                     ------------   ------------
Net Income                            $16,207,212    $   913,778
                                     ============   ============
Allocation of Net Income:
  Limited Partners                    $16,045,140    $   904,640
  General Partners                        162,072          9,138
                                     ------------   ------------
                                      $16,207,212    $   913,778
                                     ============   ============

Net Income per $1,000 Limited
Partnership Unit Outstanding         $     439.97    $     24.81
                                     ============   ============

Number of Limited Partnership
Units Outstanding                          36,469         36,469
                                     ============   ============


                  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 SEPTEMBER 30,

                                      1999             1998
                                      ----             ----
Revenues:
Rental Income                        $    917,649    $ 1,115,803
Interest Income                           115,749         40,456
Income from Direct Financing
Lease                                           0         35,522
Gain(Loss)on Sale of Equipment                  0              0
Gain(Loss)on Sale of Equipment
Held  for Sale                             (1,930)       109,508
                                     ------------   ------------
Total Revenues                          1,031,469      1,301,289
                                     ------------   ------------
Operating Expenses:
Management Fees-General
Partners                                   25,586         86,006
Incentive Management Fees-
General Partners                          487,007              0
General and Administrative:
  Affiliates                               15,651         31,426
  Other                                   359,958         83,386
Interest Expense                           41,931        294,483
Depreciation and Amortization             445,804        575,002
                                     ------------   ------------
  Total Operating Expenses              1,375,937      1,070,303
                                     ------------   ------------

Net Income(Loss)Before Equity
in Income of Partnerships                (344,468)       230,986

Equity in Income of
Partnerships                            9,421,354        200,526
                                     ------------   ------------
Net Income                            $ 9,076,886    $   431,512
                                     ============   ============

Allocation of Net Income:
  Limited Partners                    $ 8,986,117    $   427,197
  General Partners                         90,769          4,315
                                     ------------   ------------
                                      $ 9,076,886    $   431,512
                                     ============   ============

Net Income per $1,000 Limited         $    246.40    $     11.71
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 NINE MONTHS ENDED SEPTEMBER 30,

                                       1999            1998
                                       ----            ----
Cash Flows from Operating
Activities:
  Net Income                          $16,207,212     $   913,778
  Adjustments to Reconcile Net
  Income to Net Cash Provided
  by Operating Activities:
  (Gain) on Sale of Equipment            (466,655)       (109,508)
  Depreciation and Amortization         1,372,828       1,961,304
  Deferred Interest on Notes
  Payable                                 120,050         334,392
  Equity in Income of Investment
  In Partnerships                      (9,822,406)       (601,578)
  Changes in Operating Assets
  and Liabilities:
  (Increase) Decrease in
  Equipment Held for Sale               3,672,601               0
  (Increase) Decrease in
  Rents Receivable                        111,508        (286,321)
  (Increase) Decrease in Accounts
  Receivable - General                      4,746        (142,549)
  (Increase) Decrease in
  Prepaid Expenses                         75,681        (158,432)
  Increase (Decrease) in
  Interest Payable                        (45,982)       (107,626)
  Increase (Decrease) in
  Payable to:
     General Partners                     (34,325)        (49,088)
     Other                               (229,681)       (174,803)
  Increase (Decrease) in
    Unearned Revenue                       (4,751)        (84,694)
      Net Cash Provided by           ------------    ------------
      Operating Activities             10,960,825       1,494,875
                                     ------------    ------------
Cash Flows from Investing
Activities:
  Direct Financing Lease                        0         182,558
  Investment in Partnerships                    0           3,022
  Distributions Received                1,294,514       3,675,487
  Proceeds from Sale of Equipment       1,010,089         918,473
  Purchases of Equipment                        0         (30,664)
  (Purchase) Sale of Options            1,469,819               0
  Proceeds of Option Casualties             5,733               0
  (Purchase)of Equipment Held
    for Sale                           (1,571,598)              0
  Sale of Investment in
  Partnership                          15,843,672               0
      Net Cash Provided By            -----------     -----------
      Investing Activities             18,052,229       4,748,876
                                      -----------     -----------
 Cash Flows from Financing
 Activities:
   Payment of Notes Payable            (4,708,863)     (4,167,145)
   (Increase) Decrease in
   Deferred Debt Costs and
     Trustee Fees                          (2,999)         10,098
   Distributions to Limited
     Partners                         (26,687,270)     (2,735,175)
   Distributions to General
     Partners                            (269,567)        (27,624)
                                      -----------     -----------
       Net Cash (Used In)
       Provided by Financing
       Activities                     (31,668,699)     (6,919,846)
                                      -----------     -----------
Increase (Decrease) in Cash
and Cash Equivalents                   (2,655,644)       (676,095)

Cash and Cash Equivalents at
Beginning of Period                     3,702,451       4,480,112
                                      -----------     -----------
Cash and Cash Equivalents at End
of Period                             $ 1,046,807     $ 3,804,017
                                      ===========     ===========

Supplemental Cash Flow Information:
Interest Paid                         $   123,888      $  931,930
                                     ============     ===========
Non-Cash Activities:

Notes Payable in 1999 were increased by $120,050, the amount of Deferred
Interest on Notes Payable.

Notes Payable in 1998 were increased by $334,392, 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)
                            September 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  nine months ended September 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 loans associated with: the  Federal
Paper  Board  transaction  was  paid in full  for  $956,699;  Ally  Capital
Partners  was paid in full for $413,369; the Texasgulf Option was  paid  in
full for $341,019.  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 nine months ended September 30, 1999:


     Equipment Management Fees               $ 53,408
     Incentive Management Fees                487,007
     General and Administrative Costs          27,784
     General Partners' Distributions          269,567

NOTE 4 - BASIS OF PREPARATION

     The unaudited financial statements presented herein have been prepared
in  accordance with the instructions to Form 10-Q and do not include all of
the  information  and  note  disclosures  required  by  generally  accepted
accounting principles.  These statements should be read in conjunction with
the  financial statements and notes thereto included with the Partnership's
Form  10-K  for  the  year  ended December 31, 1998.   In  the  opinion  of
management, these financial statements include all adjustments,  consisting
only  of  normal recurring adjustments, necessary to summarize  fairly  the
Partnership's financial position and results of operations.  The results of
operations  for  the  period may not be indicative of  the  results  to  be
expected for the year.

NOTE 5 - CASH AND CASH EQUIVALENTS

     It  is the Partnership's policy to include short-term investments with
an  original maturity of three months or less in Cash and Cash Equivalents.
These short-term investments are comprised of money market mutual funds and
a  repurchase agreement.  All of the Partnership's securities  included  in
Cash and Cash Equivalents are considered held-to-maturity.  The balance  of
$1,046,807  at September 30, 1999, represents cash of $1,152, a  repurchase
agreement of $1,041,000 and money market mutual funds of $4,655.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

     Options  on  rail cars were purchased in March 1995.  The  Partnership
exercised  its option on the remaining 57 plastic pellet cars on  lease  to
Alliedsignal, Inc.  The Partnership is obligated to pay a strike  price  of
$553,225.

NOTE 7 - SUBSEQUENT EVENTS

     On  October 29, 1999, the Partnership received $211,150 from the  sale
of equipment previously on lease to Affiliated Computer Services.

     On November 1, 1999, the Partnership received $1,787,600 from the sale
of satellite communications equipment previously on lease to Hughes Network
Systems, Inc.

     On November 2, 1999, the Partnership paid distributions of $700,205 to
the  Limited  Partners  and $7,073 to the General  Partners.   The  General
Partners also received incentive management fees of $29,470.

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

Nine  Months  Ended  September  30, 1999, Compared  to  Nine  Months  Ended
September 30, 1998.

     Rental  income  decreased  to $2,567,114 for  the  nine  months  ended
September  30,  1999,  from  $3,947,619 for the  nine  month  period  ended
September   30, 1998.  This decrease was primarily due to equipment  coming
off  lease  or  being  sold  in the intervening  period.   Interest  income
increased  to  $222,649 for the nine months ended September  30,  1999,  as
compared  to  $137,444 for the nine months ended September 30,  1998.  This
increase  was  primarily due to an increased average balance  of  cash  for
investment.   During  the  nine months ended  September  30,  1999,  rental
equipment  with a book value of $543,435 was sold for $1,010,089  resulting
in  a gain on sale of $466,655.  During the nine months ended September 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 nine months ended September 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  $4,064,379.   During this period an option  on  railcars  was
exercised which are currently being remarketed.  This transaction increased
Equipment Held for Sale to $2,244,035.

     Interest  expense  decreased to $195,751 for  the  nine  months  ended
September  30,  1999, as compared to $1,086,204 for the nine  months  ended
September  30,  1998. This decrease was due to an average  lower  level  of
debt.  Depreciation expense decreased for the nine months  ended  September
30,  1999  versus  1998,  due  to  a lower  average  depreciable  basis  of
equipment.

     During the nine months ended September 30, 1999, incentive management
fees were $487,007 as compared to $ 0 for the nine months ended September
30, 1998.  The 4% incentive management fees were earned with the August 10,
1999 distribution as each Limited Partner has received cumulative cash
distributions equal to his capital contributions.

     The net effect of the above revenue and expense items resulted in a
net income of  $6,384,806 for the nine months ended September 30, 1999,
compared to a net income of $312,200 for the three months ended September
30, 1998 before Equity in Income of Partnerships.  During the nine month
period ended September 30, 1999, the Partnership sold its 40% interest in
the Federal Paper Board.  This resulted in Equity in Income of Partnerships
of $9,822,406 for the nine months ended September 30, 1999 as compared to
$601,578 for the nine months ended September 30, 1998.  This resulted in a
net income of $16,207,212 for the nine months ended September 30, 1999 as
compared to a net income of $913,778 for the nine months ended September
30, 1998.

     During  the nine months ended September 30, 1999, the Partnership  did
not  incur  any  additional  borrowing and  made  $4,708,863  of  principal
payments on notes.

   Three  Months Ended September 30, 1999, Compared to Three  Months  Ended
September 30, 1998

      Rental  income  decreased  to $917,649 for  the  three  months  ended
September 30, 1999 as compared to rental income of $1,115,803 for the three
months  ended  September  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 September 30, 1999, as
compared to the three months ended September 30, 1998.  This was due  to  a
higher level of cash available for investment.

      Interest  expense  decreased to $41,931 for the  three  months  ended
September  30,  1999, as compared to $294,483 for the  three  months  ended
September  30,  1998. This decrease was due to an average  lower  level  of
debt.  Depreciation expense decreased for the three months ended  September
30,  1999 versus 1998.  This decrease was primarily due to equipment coming
off lease or being sold in the intervening period.

     During the three months ended September 30, 1999, incentive management
fees were $487,007 as compared to $ 0 for the three months ended September
30, 1998.  The 4% incentive management fees were earned with the August 10,
1999 distribution as each Limited Partner has received cumulative cash
distributions equal to his capital contributions.

     The net effect of the above revenue and expense items resulted in a
net loss of  $344,468 for the three months ended September 30, 1999,
compared to a net income of $431,512 for the three months ended September
30, 1998 before Equity in Income of Partnerships.  During the three month
period ended September 30, 1999, the Partnership sold its 40% interest in
the Federal Paper Board.  This resulted in Equity in Income of Partnerships
of $9,421,354 for the three months ended September 30, 1999 as compared to
$200,526 for the three months ended September 30, 1998.  This resulted in a
net income of $9,076, 886 for the three months ended September 30, 1999 as
compared to a net income of $ 431,512 for the three months ended September
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
September  30,  1999,  future  rental income, interest  income,  and  sales
proceeds.

For the nine months ended September 30, 1999, the Partnership had a net
income of $16,207,212.  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 $10,960,825.
Cash provided by investing activities consisted primarily of $15,843,672
from the sale of an Investment in Partnership and distributions from
partnerships of $1,294,514.  Other cash provided by investing activities
were $1,469,819 from the sale of options and $1,010,089 from the sale of
rental equipment.  Cash used in investing activities was $1,571,598 for the
purchase of equipment held for sale.  Cash used in financing activities was
$4,708,863 in payment of notes payable and to pay cash distributions to
limited and general partners of $26,956,837.  In total, during the nine
months ending September 30, 1999, Cash and Cash Equivalents decreased
$2,655,644 from operating activities, investing activities and financing
activities, resulting in an ending Cash and Cash Equivalent balance as of
September 30, 1999, of $1,046,807.

     In  the  opinion of the General Partners, the Partnership  will  have,
through Cash and Cash Equivalents at September 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: November 12, 1999              By:  /s/J. Davenport Mosby, III
                                         J. Davenport Mosby, III
                                         President


Date:  November 12, 1999             By:  /s/John McDonald
                                         John McDonald
                                         Vice President


Date:  November 12, 1999             By:  /s/Christa Kleinrichert
                                         Christa Kleinrichert
                                         Secretary and Treasurer