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, 2001Commission File Number0-21256                               
                                
Cypress Equipment Fund II, Ltd.

YESX       NO

Number of Units at
   Title of Each Class                                       September 30, 2001

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

DOCUMENTS INCORPORATED BY REFERENCE

Parts I and II, 2000 Form 10-K, filed with the
Securities and Exchange Commission on April 20, 2001
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 30,2001                                                                                                                                                                                                                                                                                              | December 31,2000                                                                                                                                                                                                                                                                                                  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ASSETS
Rental Equipment, at Cost     Less:  Accumulated Depreciation 
Deposit on Equipment
Investment In Partnerships
Accounts Receivable
Cash and Cash Equivalents
     Total Assets
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Notes Payable
Payable to:  General Partners
             Others
Unearned Revenue
     Total Liabilities
Partners' Equity:
Limited Partners (36,469 units outstanding
at September 30, 2001 and December 31, 2000)
General Partners
     Total Partners' Equity
     Total Liabilities and Partners' Equity | (Unaudited)
$    680,825 
  (330,691)
------------
350,134 
------------
3,118,969 
 107,372 
0 
490,912 
------------
$  4,067,387 
============
 $  1,692,718 
5,340 
747 
508 
------------
1,699,313 
------------
2,663,324 
 (295,250)
------------
2,368,074 
------------
$  4,067,387 
  ============ | (Audited)
$   680,825 
  (291,787)
------------
  389,038 
------------
3,118,969 
278,317 
6,000 
1,982,548 
------------
$ 5,774,872 
============
 $  1,607,824 
50,107 
83,381 
508 
-----------
1,741,820 
-----------
 
4,311,651 
 (278,599)
------------
4,033,052 
------------
$ 5,774,872 
============

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

---

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

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 2001
         ----                                                                                                                                                                                                                                                                                                      | 2000
    ----                                                                                                                                                                                                                                                                                                                                       
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Revenues:
Rental Income
Interest Income
Gain on Sale of Equipment
Gain(Loss)on Sale of Equipment Held for Sale
Gain on Sale of Other
     Total Revenues
Operating Expenses:
Management Fees-General Partners
Incentive Fees-General Partners
Resale Fees-General Partners
General and Administrative:  Affiliates  Other
Interest Expense
Depreciation and Amortization
     Total Operating Expenses
Net(Loss)Before Equity in Income of Partnership
Equity in Partnership
     Net (Loss)
Allocation of Net Income (Loss):  Limited Partners  General Partners
Net Income (Loss) per $1,000 Limited
Partnership Unit Outstanding
Number of Limited Partnership Units
Outstanding | $    84,007 
16,093 
0 
0 
6,242 
-----------
106,342 
-----------
6,742 
 381,266 
0 
21,031 
86,623 
84,895 
38,904 
-----------
619,461 
----------- 
(513,119)
124,557 
-----------
$  (388,562)
===========
$  (384,676)
 (3,886)
-----------
$  (388,562)
===========
$   (10.55)
===========
36,469 
=========== | $   382,964 
68,267 
 69,244 
(404,615)
     372,439 
-----------
488,299 
-----------
51,623 
553,966 
120,491 
 
23,776 
233,096 
79,250 
232,170 
-----------
1,294,372 
-----------
  (806,073)
0 
-----------
$  (806,073)
===========
 
$  (798,012)
(8,061)
-----------
$  (806,073)
===========
$   (21.88)
===========
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,

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 2001
      ----                                                                                                                                                                                                                                                                                             | 2000
     ----                                                                                                                                                                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Revenues:
Rental Income
Interest Income
Gain(Loss)on Sale of Equipment  Held for Sale
     Total Revenues
Operating Expenses:
Management Fees-General Partners
Incentive Fees-General Partners
Resale Fees-General Partners
General and Administrative:  Affiliates  Other
Interest Expense
Depreciation and Amortization
     Total Operating Expenses
Net(Loss) before Equity in Income of  Partnership
Equity in Partnership
     Net Income (Loss)
 Allocation of Net Income (Loss):
  Limited Partners    General Partners
Net Income (Loss) per $1,000 Limited
Partnership Unit Outstanding
Number of Limited Partnership Units
Outstanding | $     28,003 
3,770 
0 
-----------
31,773 
-----------
2,114 
0 
0 
5,361 
41,508 
       28,621 
12,968 
-----------
90,572 
-----------
   (58,799)
124,557 
-----------
$    65,758 
===========
$    65,100 
 658 
-----------
$    65,758 
===========
$        1.79 
===========
36,469 
=========== | $   109,655 
6,264 
(404,615)
-----------
(288,696)
-----------
8,702 
84,724 
7,500 
5,415 
26,758 
26,718 
65,927 
-----------
225,744 
-----------
  (514,440)
0 
-----------
$  (514,440)
===========
$ (509,296)
(5,144)
-----------
$  (514,440)
===========
$   (13.97)
===========
36,469 
===========

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,

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 2001
      ----                                                                                                                                                                                                                                                                                       | 2000
      ----                                                                                                                                                                                                                                                                                                                                 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cash Flows from Operating Activities:
  Net Income (Loss)
  Adjustments to Reconcile Net
  Income to      Net Cash Provided by
  Operating Activities:
  (Gain) on Sale of Equipment    Depreciation and Amortization    Deferred Interest on Notes
Payable    Equity in Income of Investment
  in Partnership    Changes in Operating Assets
  and             Liabilities:   (Increase) Decrease in Equipment
Held
  for Sale   (Increase)Decrease in RentsReceivable   (Increase) Decrease in Accounts
  Receivable - General   (Increase)Decrease in Prepaid
Expenses    Increase (Decrease) in Payable
to:    General PartnersOther    Increase(Decrease)in
Unearned Revenue
     Net Cash Provided by (Used in)
     Operating Activities
Cash Flows from Investing Activities:
  Distributions Received    Proceeds from Sale of Equipment    Investment in Partnerships          Net Cash Provided By
Investing
     Activities
Cash Flows from Financing Activities:  (Increase) in Deferred Debt   Costs and Trustee Fees   Distributions to Limited
Partners 
   Distributions to General Partners
     Net Cash (Used In) Provided
     by Financing Activities
(Decrease)in Cash and Cash Equivalents
Cash and Cash Equivalents at
Beginning of Period
Cash and Cash Equivalents at End
of Period | $  (388,562)
0 
38,904 
84,895 
(124,557)
0 
0 
6,000 
 0 
(44,767)
(82,635)
0 
------------
(510,722)
------------
 297,502 
0 
 (2,000)
-----------
295,502 
-----------
0 
(1,263,651)
(12,765)
-----------
(1,276,416)
-----------
(1,491,636)
 
1,982,548 
-----------
$    490,912 
=========== | $  (806,073)
(69,244)
232,170 
79,250 
0 
2,932,078 
505,579 
0 
12,873 
    
(1,993,303)
 (201,898)
  (18,000)
------------
673,432 
------------
91,855 
3,395,246 
     0 
-----------
3,487,101 
-----------
(1,500)
(5,833,646)
(58,929)
-----------
(5,894,075)
-----------
(1,733,542)
 
2,680,389 
-----------
$    946,847 
===========
|Supplemental Cash Flow Information:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                 
|Interest Paid                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | $                 0
 ===========                                                                                                                                                                                                                                                                      | $                 0
===========                                                                                                                                                                                                                                                                                                                 

Non-Cash Activities:
Notes Payable in 2000 were increased by $79,250, the amount of Deferred Interest
on Notes Payable.
Notes Payable in 2001 were increased by $84,895, 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, 2001

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, 2001, there was no additional borrowing or payments.

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, 2001:
    Equipment Management Fees        
$   6,742

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, 2000.  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 $490,912 at September 30, 2001, represents cash of $43,971, a repurchase agreement of $441,500, and money market mutual funds of $5,441.

---

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

Nine Months Ended September 30, 2001, Compared to Nine Months Ended September 30, 2000.

Rental income decreased to $84,007 for the nine months ended September 30, 2001, from $382,964 for the nine month period ended September 30, 2000.  This decrease was primarily due to equipment coming off lease or being sold in the intervening period.  Interest income decreased to $16,093 for the nine months ended September 30, 2001, as compared to $68,267 for the nine months ended September 30, 2000. This decrease was primarily due to a decreased average balance of cash for investment and lower interest rates.  During the nine months ended September 30, 2001, the Partnership did not sell any equipment.  During the nine months ended September 30, 2000, rental equipment with a book value of $3,326,002 was sold for net proceeds of $3,395,246 resulting in a gain on sale of $69,244.  During the nine months ended September 30, 2000, the partnership sold equipment held for sale with a book cost of $4,056,729 for net proceeds of $2,899,901 resulting in a loss on sale of $32,176.

Incentive management fees decreased from $553,966 for the nine months ended September 30, 2000 to $381,266 for the nine months ended September 30, 2001.  The 4% incentive management fee was earned with the August 10, 1999 distribution, as each Limited Partner has received cash distributions equal to his capital contributions. Equipment resale fees decreased from $120,491 for the nine months ended September 30, 2000 to $0 for the nine months ended September 30, 2001 as no equipment was sold.  The equipment resale fee was deferred without interest until the Limited Partners began receiving cumulative cash distributions equal to payout plus an amount equal to 8% of adjusted capital contributions per annum cumulative from each Limited Partner's closing date.

Interest expense increased to $84,895 for the nine months ended September 30, 2001, as compared to $79,250 for the nine months ended September 30, 2000. This increase was due to an accrual for a balloon loan.  Depreciation expense decreased for the nine months ended September 30, 2001 versus 2000, due to a lower average depreciable basis of equipment.

The net effect of the above revenue and expense items resulted in a net loss of $513,119 for the nine months ended September 30, 2001, compared to a net loss of $806,073 for the nine months ended September 30, 2000, before Equity in Income of Partnership.  For the nine months ended September 30, 2001 Equity in Income of Partnership was $124,577 compared to $0 for the nine months ended September 30, 2000.  This resulted in a net loss of $388,562 for the nine months ended September 30, 2001, as compared to a net loss of $806,073 for the nine months ended September 30, 2000.

During the nine months ended September 30, 2001, the Partnership did not incur any additional borrowing and made $0 of principal payments on notes.

Three Months Ended September 30, 2001, Compared to Three Months Ended September 30, 2000.

Rental income decreased to $28,003 for the three months ended September 30, 2001 as compared to rental income of $109,655 for the three months ended September 30, 2000.  This decrease was primarily due to equipment coming off lease or being sold in the intervening period.  Interest income decreased for the three months ended September 30, 2001, as compared to the three months ended September 30, 2000. This was due to a lower level of cash available for investment and lower interest rates.

Interest expense increased to $28,621 for the three months ended September 30, 2001, as compared to $26,718 for the three months ended September 30, 2000. This increase is due to an accrual for a balloon loan.  Depreciation expense decreased
for the three months ended September 30, 2001 versus 2000.  This decrease was primarily due to equipment coming off lease or being sold in the intervening period.

During the three months ended September 30, 2001, the Partnership did not sell any equipment.  During the three months ended September 30, 2000, the partnership sold equipment held for sale with a book value of $688,043 for net proceeds of $283,428 resulting in a loss on sale of $404,615.

During the three months ended September 30, 2001, incentive management fees were $0 as compared to $84,724 for the three months ended September 30, 2000, as there were no distributions. The 4% incentive management fees were earned with the August 10, 2000 distribution as each Limited Partner has received cumulative cash distributions equal to his capital contributions.  Equipment resale fees decreased to $0 for the three months ended September 30, 2001, from $7,500 for the three months ended September 30, 2001, as no equipment was sold. The equipment resale fee was deferred without interest until the Limited Partners began receiving cumulative cash distributions equal to payout plus an amount equal to 8% of adjusted capital contributions per annum cumulative from each Limited Partner's closing date.

The net effect of the above revenue and expense items resulted in a net loss of $58,799 for the three months ended September 30, 2001, compared to a net loss of $514,440 for the three months ended September 30, 2000, before Equity in Income of Partnership.  For the three months ended September 30, 2001 Equity in Income of Partnership was $124,577 compared to $0 for the three months ended September 30, 2000.  This resulted in a net income of $65,758 for the three months ended September 30, 2001, as compared to a net loss of $514,440 for the three months ended September 30, 2000.

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, 2001, future rental income, interest income, and sales proceeds.

For the nine months ended September 30, 2001, the Partnership had a net loss of $388,562.  After adjusting net income during this period for depreciation and amortization, and the changes in operating assets and liabilities, net cash used in operating activities was $510,722. Cash provided by investing activities consisted of distributions from the Investment in Partnerships of $297,502 and an additional $2,000 Investment in Partnerships.  Cash used in financing activities was to pay cash distributions to limited and general partners of $1,276,416.  In total, during the nine months ending September 30, 2001, Cash and Cash Equivalents decreased $1,982,548 from operating activities, investing activities and financing activities, resulting in an ending Cash and Cash Equivalent balance as of September 30, 2001, of $490,912.

In the opinion of the General Partners, the Partnership will have, through Cash and Cash Equivalents at September 30, 2001, 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 ID
Date: November 1, 2001               
By: /s/J. Davenport Mosby                                          J. Davenport Mosby, III
                                          President
                                          RJ Leasing - 2,
Inc. 
                                         
A General Partner
Date: November 1, 2001                
By: /s/Stephen R. Harwood                                          Stephen R. Harwood
                                         
President
                                         
Cypress Equipment Management Corp. II
Date: November 1, 2001                 By: /s/Alex
A. Najjar                                          Alex A. Najjar 
                                          Executive
Vice President                      
                                          Cypress EquipmentManagement Corp. II