UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549-1004
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended June 30, 2003Commission 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) 567-4830Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

YES X     NO

Number of Units at
    Title of Each Class                             June 30, 2003Units of Limited Partnership
Interest:  $1,000 per unit                            36,469

DOCUMENTS INCORPORATED BY REFERENCEParts I and II, 2003 Form 10-K, filed with the
Securities and Exchange Commission on June 25, 2003
Parts III and IV - Form S-1 Registration Statement
and all amendments and supplements thereto
File No. 33-44119

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PART I - Financial Information
   Item 1.  Financial Statements

CYPRESS EQUIPMENT FUND II, LTD.
(a Limited Partnership)BALANCE SHEETS

|                                                                                                                                                                                                                                                                                                                                                                                                                                            | June 30,
2003                                                                                                                                                                                                                              | December 31,
2002                                                                                                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ASSETS
Deposit on Equipment
Rent and Sales Proceeds Receivable
Cash and Cash Equivalents

Total Assets

LIABILITIES AND PARTNERS - EQUITY
Liabilities:
Notes Payable
Payable to:  General Partners
             Others
    
    Total Liabilities

Partners - Equity:
Limited Partners (36,469 units outstanding
at June 30, 2003 and December 31, 2002)
General Partners

Total Partners - Equity

Total Liabilities and Partners - Equity | (Unaudited)
------------
$         0 
0 
1,407,062 
------------
$ 1,407,062 
============

$         0 
55,559 
0 
------------
55,559 
------------

1,656,918 
(305,415)
------------
1,351,503 
------------
$ 1,407,062 
============ | (Audited)
------------
$ 2,410,000 
11,000 
278,694 
------------
$ 2,699,694 
============

$ 1,845,015 
20,291 
233,463 
------------
2,098,769 
------------

913,846 
(312,921)
------------
600,925 
------------
$ 2,699,694 
=============

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

---



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

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 2003
----                                                                                                                                                                                                                                                                     | 2002
----                                                                                                                                                                                                                                                                          
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Revenues:
Rental Income
Interest Income
Gain on Sale of Equipment Held for Sale
  
  Total Revenues

Operating Expenses:
Management Fees - General Partners
Resale Fees - General Partners
General and Administrative:
  Affiliates
  Other
Interest Expense
Depreciation and Amortization
Loss on Sale of Equipment
  
  Total Operating Expenses
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 | $         0 
1,172 
921,462 
------------
922,634 
------------
0 
34,250 
1,018 
83,692 
53,096 
0 
0 
------------
172,056 
------------
$   750,578 
============
$   743,072 
7,506 
------------
$   750,578
============
$     20.38 
============
36,469 
============ | $    43,500 
1,374 
0 
------------
44,874
------------

2,972 
0 
3,379 
344,425 
60,282 
19,694 
51,590 
------------
482,342 
------------
$  (437,468)
============
$  (433,093)
(4,375)
------------
$  (437,468)
============

$    (11.88)
============
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 JUNE 30,

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 2003
----                                                                                                                                                                                                                                                                    | 2002
----                                                                                                                                                                                                                                                                  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Revenues:
Rental Income
Interest Income
Gain on Sale of Equipment Held for Sale
  Total Revenues

Operating Expenses:
Management Fees - General Partners
Resale Fees - General Partners
General and Administrative:
  Affiliates
  Other
Interest Expense
Depreciation and Amortization
Loss on Sale of Equipment
  Total Operating Expenses

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 | $         0 
881 
921,462 
------------
922,343 
------------
0 
34,250 
1,018 
58,285 
21,364 
0 
0 
------------
114,917 
------------
$   807,426 
============
$   799,352 
8,074 
------------
$   807,426 
============
$     21.92 
============
36,469 
============ | $    16,500 
737 
0 
------------
17,237 
------------
2,972 
0 
0 
268,160 
30,659 
8,455 
51,590 
------------
361,836 
------------
$  (344,599)
============
$  (341,153)
(3,446)
------------
$  (344,599)
============
$     (9.36)
============
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 SIX MONTHS ENDED JUNE 30,

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 2003
----                                                                                                                                                                                                                                  | 2002
----                                                                                                                                                                                                                              
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cash Flows from Operating Activities:
  Net Income (Loss)
  Adjustments to Reconcile Net Income
  to Net Cash Provided by Operating
  Activities:
  (Gain) Loss on Sale of Equipment
  Depreciation and Amortization
  Deferred Interest on Notes Payable
  Changes in Operating Assets and   Liabilities:
  Decrease in Equipment Held for Sale
  (Increase) Decrease in Rents Receivable
  Increase (Decrease) in Payable to:
     General Partners
     Other
      Net Cash Provided by (Used In)       Operating Activities
Cash Flows from Investing Activities:
  Distributions Received
  Proceeds from Sale of Equipment
      Net Cash Provided by Investing       Activities
Cash Flows from Financing Activities:
   Repayment of Notes Payable
       Net Cash (Used In) Provided by        Financing Activities
Increase (Decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Period
Cash and Cash Equivalents at End of Period | $   750,578
0 
0 
53,095 
2,410,000 
11,000 
35,268 
(233,463)
-----------
3,026,478 
-----------
0 
0 
-----------
0 
-----------
(1,898,110)
-----------
(1,898,110)
-----------
1,128,368 
278,694 
-----------
$1,407,062 
=========== | $  (437,468)
51,590 
19,694 
60,282 
0 
11,182 
2,972 
(14,584)
-----------
(306,332)
-----------
60,050 
68,129 
-----------
128,179 
-----------
0 
-----------
0 
-----------
(178,153)
443,913 
-----------
$  265,760 
===========

Non-Cash Activities:
Notes Payable in 2003 were increased by $53,095, the amount of Deferred Interest on Notes Payable.
Notes Payable in 2002 were increased by $60,282, the amount of Deferred Interest on Notes Payable.

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

---

CYPRESS EQUIPMENT FUND II, LTD.(a Limited Partnership)NOTES TO FINANCIAL STATEMENTS(Unaudited)June 30, 2003

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     During the six months ended June 30, 2003, the final loan was paid off in the amount of $1,898,110.NOTE 3 - COMPENSATION AND REIMBURSEMENTS TO GENERAL PARTNERS AND AFFILIATES

The General Partners and their affiliates are entitled to the following types of compensation and reimbursements for costs and expenses incurred for the Partnership for the six months ended June 30, 2003:
     Equipment Resale Fees                $ 34,250
     General and Administrative Costs        1,018

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, 2002.  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 $1,407,062 at June 30, 2003 represents cash of $9,523 and money market mutual funds of $1,397,539.

---

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL         CONDITION AND RESULTS OF OPERATIONSSix Months Ended June 30, 2003, Compared to Six Months Ended June 30, 2002.
     The Partnership is winding down its operations.  The final distribution should be made by the end of August 31, 2003.  The remaining asset is Cash and Cash Equivalents.
     Rental income for the six months ended June 30, 2003 is $0 as there are no leases to produce revenue.  Rental income for the six months ended June 30, 2002 was $43,500.  Interest income was comparable for the six months ended June 30, 2003 and June 30, 2002.  During the six months ended June 30, 2003 equipment held for sale was sold for a gain of $921,462.  During the six months ended June 30, 2002 equipment with a book value of $119,719 was sold for $69,000 less expenses of sale of $871, resulting in a loss on sale of $51,590.
     Interest expense was comparable for the six months ended June 30, 2003 and the six months ended June 30, 2002.  Depreciation expense decreased from $19,964 for the six months ended June 30, 2002 to $0 for the six months ended June 30, 2003, as there is no depreciable equipment.  General and Administrative Expenses decreased from $347,804 for the six months ended June 30, 2002 to $84,710 for the six months ended June 30, 2003.  This was primarily due to decreased legal costs associated with the deposit for the right to obtain title for a specialty tug and barge on December 31, 2002.
     The net effect of the above revenue and expense items resulted in net income of $750,578 for the six months ended June 30, 2003, compared to a net loss of $437,468 for the six months ended June 30, 2002.
      During the six months ended June 30, 2003, the final load was paid off in the amount of $1,898,110.
Three Months Ended June 30, 2003, Compared to Three Months Ended June 30, 2002

Rental income for the three months ended June 30, 2003 is $0 as there are no leases to produce revenue.  Rental income for the three months ended June 30, 2002 was $16,500.  Interest income was comparable for the three months ended June 30, 2003 and June 30, 2002. During the three months ended June 30, 2003 equipment held for sale was sold for a gain of $921,462.  During the three months ended June 30, 2002, equipment with a book value of $119,719 was sold for $69,000 less expenses of sale of $871, resulting in a loss on sale of $51,590.
     Interest expense was comparable the three months ended June 30, 2003 and the three months ended June 30, 2002.  Depreciation expense decreased from $8,455 for the three months ended June 30, 2002 to $0 for the three months ended June 30, 2003, as there is no depreciable equipment.  General and Administrative Expenses decreased from $268,160 for the three months ended June 30, 2002 to $59,303 for the three months ended June 30, 2003.  This was primarily due to decreased legal costs associated with the deposit for the right to obtain title for a specialty tug and barge on December 31, 2002.
     The net effect of the above revenue and expense items resulted in net income of $807,426 for the three months ended June 30, 2003, compared to a net loss of $344,599 for the three months ended June 30, 2002.
     During the three months ended June 30, 2003, the final loan was paid in the amount of $1,898,110.Liquidity and Capital Resources

Short-term liquidity requirements consist of funds needed to make cash distributions to limited and general partners and meet administrative expenses.  These short-term needs will be funded by Cash and Cash Equivalents at June 30, 2003.
     For the six months ended June 30, 2003, the Partnership had net income of $750,578.  After adjusting net income during this period for the changes in operating assets and liabilities, net cash provided by operating activities was $3,026,478 and $1,898,110 was used to pay off the notes payable.  In total, during the six months ending June 30, 2003, Cash and Cash Equivalents increased $1,128,368 from operating activities and financing activities, resulting in an ending Cash and Cash Equivalent balance as of June 30, 2003, of $1,407,062.

In the opinion of the General Partners, the Partnership will have, through Cash and Cash Equivalents at June 30, 2003, sufficient funds to make a final distribution and other obligations.

---

Item 4.  Controls and Procedures:



Within 90 days prior to the filing of this report, under the supervision and with the participation of the Partnership's management, including the Partnership's chief executive and chief financial officers, an evaluation of the effectiveness of the Partnership's disclosure controls and procedures (as defined in Rule 13a-14(c)under the Securities Exchange Act of 1934) was performed.  Based on this evaluation, such officers have concluded that the Partnership's disclosure controls and procedures were effective as of the date of that evaluation in alerting them in a timely manner to material information relating to the Partnership required to be included in this report and the Partnership's other reports that it files or submits under the Securities Exchange Act of 1934.  There were no significant changes in the Partnership's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

PART II - Other Information
Item 6.  Exhibits and Reports on Form 8-K    a)     Exhibits - None.
    b)     Reports on Form 8-K -None.

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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.
Date:  August 14, 2003            By: /s/Stephen R. Harwood                                      Stephen R. Harwood
                                      President of the Managing Partner
                                      Cypress Equipment Management Corp. II

Date:  August 14, 2003            By: /s/ Carol Georges                                      Carol Georges
                                      Director of Accounting
                                      Partnership Administration
                                      Raymond James and Associates

---

CERTIFICATIONS*

I, Stephen R. Harwood, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cypress Equipment Fund II, Ltd.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information include in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: August 14, 2003           By: /s/Stephen R. Harwood                                    Stephen R. Harwood
                                    President of the Managing Partner
                                    Cypress Equipment Management Corp. II

---

I, Carol Georges, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cypress Equipment Fund II, Ltd.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information include in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: August 14, 2003          By: /s/ Carol Georges                                   Carol Georges
                                   Director of Accounting
                                   Partnership Administration
                                   Raymond James and Associates