SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934


For the quarterly period ended September 30, 2001
                               ------------------

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from to _________________


Commission file number _______________0-21382


                      Capital Preferred Yield Fund-II, L.P.
                      -------------------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                                          84-1184628
-----------------------                     ------------------------------------
(State of organization)                      I.R.S. Employer Identification No.)

        2750 South Wadsworth Blvd., C-200
               Denver, Colorado                                      80227
------------------------------------------                       ------------
(Address of principal executive offices)                           (Zip Code)

        Registrant's telephone number, including area code (720) 963-9600
                                                           --------------

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 ___

                        Exhibit Index appears on Page 13

                               Page 1 of 14 Pages
<PAGE>
                      CAPITAL PREFERRED YIELD FUND-II, L.P.

                          Quarterly Report on Form 10-Q
                              for the Quarter Ended
                               September 30, 2001


                                Table of Contents
                                -----------------

PART I.  FINANCIAL INFORMATION                                           PAGE
                                                                        ----

  Item 1.   Financial Statements (Unaudited)

            Balance Sheets - September 30, 2001 and December 31, 2000     3

            Statements of Income - Three and Nine Months Ended
            September 30, 2001 and 2000                                   4

            Statements of Cash Flows - Nine Months Ended
            September 30, 2001 and 2000                                   5

            Notes to Financial Statements                                 6-7

  Item 2.   Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                     8-12

  Item 3.   Quantitative and Qualitative Disclosures About Market Risk    12


PART II. OTHER INFORMATION

   Item 1.  Legal Proceedings                                             13

   Item 6.  Exhibits and Reports on Form 8-K                              13

            Exhibit Index                                                 14

            Signature                                                     15


<PAGE>
                      CAPITAL PREFERRED YIELD FUND-II, L.P.

                                 BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                           September 30,    December 31,
                                                               2001             2000
                                                           ------------      -----------
                                                            (Unaudited)

<S>                                                         <C>              <C>
Cash and cash equivalents                                   $1,997,034       $  758,682
Accounts receivable                                             24,762          119,034
Equipment held for sale or re-lease                              4,324           74,996
Net investment in direct finance leases                          3,380        1,246,976
Leased equipment, net                                          479,495        1,996,693
                                                            ----------       ----------

Total assets                                                $2,508,995       $4,196,381
                                                            ==========       ==========
                        LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
     Accounts payable and accrued liabilities               $  336,105       $1,091,170
     Payables to affiliates                                     31,668           82,588
     Rents received in advance                                    --             57,169
     Distributions payable to partners                            --            178,815
     Discounted lease rentals                                   60,439          763,794
                                                            ----------       ----------

Total liabilities                                              428,212        2,173,536
                                                            ----------       ----------

Partners' capital:
     General partner                                              --               --
     Limited partners:
         Class A                                             1,897,270        1,841,515
         Class B                                               183,513          181,330
                                                            ----------       ----------

Total partners' capital                                      2,080,783        2,022,845
                                                            ----------       ----------

Total liabilities and partners' capital                     $2,508,995       $4,196,381
                                                            ==========       ==========
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
                      CAPITAL PREFERRED YIELD FUND-II, L.P.

                           STATEMENTS OF INCOME (LOSS)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                    Three Months Ended         Nine Months Ended
                                                      September 30,               September 30,
                                                   -----------------------   -----------------------
                                                       2001         2000        2000         2001
                                                   -----------------------   -----------------------

<S>                                                <C>          <C>          <C>          <C>
Revenue:
  Operating lease rentals                          $  228,840   $  548,211   $  792,166   $1,445,923
  Direct finance lease income                           4,127       33,920       48,384      104,204
  Equipment sales margin                              352,476       34,570      472,963      293,428
  Interest income                                      13,774       10,690       21,932       40,678
                                                   ----------   ----------   ----------   -----------

Total revenue                                         599,217      627,391    1,335,445    1,884,233
                                                   ----------   ----------   ----------   -----------
Expenses:
  Depreciation                                         62,353      320,096      486,123      945,969
  Management fees to general partner                    4,700       16,369       27,482       46,193
  Direct services from general partner                 23,589        5,675       59,047       47,153
  General and administrative                           63,045       37,712      434,108      138,532
  Interest on discounted lease rentals                  1,522       23,784       10,946       92,251
  Provision for losses                                   --        150,000      100,000      225,000
                                                   ----------   ----------   ----------   -----------

Total expenses                                        155,209      553,636    1,117,706    1,495,098
                                                   ----------   ----------   ----------   -----------

Net income (loss)                                  $  444,008   $   73,755      217,739   $  389,135
                                                   ==========   ==========   ==========   ===========

Net income (loss) allocated:
  To the general partner                           $     --     $    4,175   $    1,599   $   25,030
  To the Class A limited partners                     439,531       68,875      213,958      360,412
  To the Class B limited partner                        4,477          705        2,182        3,693
                                                   ----------   ----------   ----------   -----------

                                                   $  444,008   $  73,755    $  217,739   $  389,135
                                                   ==========   ==========   ==========   ===========

  Net income (loss) per weighted average Class A
       limited partner unit outstanding            $     3.29   $    . 52    $    1.60    $     2.70
                                                   ==========   ==========   ==========   ===========

  Weighted average Class A limited
    partner units outstanding                         133,418      133,418      133,418      133,418
                                                   ==========   ==========   ==========   ===========
</TABLE>

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

                                       4
<PAGE>
                      CAPITAL PREFERRED YIELD FUND-II, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                           Nine Months Ended
                                                             September 30,
                                                       --------------------------
                                                           2001           2000
                                                       -----------    -----------

<S>                                                    <C>            <C>
Net cash provided by operating activities              $ 2,106,904    $ 3,004,638
                                                       -----------    -----------

Cash flows from financing activities:
     Principal payments on discounted lease rentals       (529,936)    (1,212,358)
     Distributions to partners                            (338,616)    (2,338,000)
                                                       -----------    -----------

Net cash used in financing activities                     (868,552)    (3,550,358)
                                                       -----------    -----------

Net increase (decrease) in cash and cash equivalents     1,238,352       (545,720)

Cash and cash equivalents at beginning of period           758,682      1,345,288
                                                       -----------    -----------

Cash and cash equivalents at end of period             $ 1,997,034    $   799,568
                                                       ===========    ===========



Supplemental disclosure of cash flow information:
     Interest paid on discounted lease rentals         $    10,946    $    92,251
</TABLE>

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

                                       5
<PAGE>
                      CAPITAL PREFERRED YIELD FUND-II, L.P.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


1.   Basis of Presentation
     ---------------------

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly,
they do not include all of the information and disclosures required by generally
accepted accounting principles for annual financial  statements.  In the opinion
of  the  General  Partner,  all  adjustments  (consisting  of  normal  recurring
adjustments)  considered  necessary for a fair  presentation have been included.
The balance  sheet at December 31, 2000 was derived  from the audited  financial
statements included in the Partnership's Annual Report on Form 10-K for the year
ended  December  31,  2000,  (the "2000 Form  10-K")  previously  filed with the
Securities and Exchange Commission.

     Recently Issued Financial Accounting Standards

In June 2001,  the FASB issued SFAS No. 143,  "Accounting  for Asset  Retirement
Obligations",  effective for the  Partnership on January 1, 2003. This Statement
addresses financial accounting and reporting for obligations associated with the
retirement of tangible  long-lived  assets and the associated  asset  retirement
costs. The Partnership does not believe the adoption of this statement will have
a material impact on the Partnership's financial position, results of operations
or cash flows.

In July 2001, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
141, "Business  Combinations"  which requires the purchase method and eliminates
the  option  of using the  pooling-of-interests  method  of  accounting  for all
business  combinations.  The provisions in this statement  apply to all business
combinations  initiated  after  June 30,  2001,  and all  business  combinations
accounted  for using the purchase  method for which the date of  acquisition  is
July 1, 2001, or later.  The  Partnership  does not believe the adoption of this
statement will have a material impact on the Partnership's  financial  position,
results of operations or cash flows.

In July 2001, the FASB issued SFAS 142,  "Goodwill and Other Intangible  Assets"
which requires that all intangible assets acquired, other than those acquired in
a business  combination,  be  initially  recognized  and  measured  based on the
asset's fair value. In addition,  the intangible asset should be amortized based
upon  its  useful  life.  If the  intangible  asset  is  determined  to  have an
indefinite  useful life, it shall not be amortized  until its useful life can be
determined. The Partnership does not believe the adoption of this statement will
have a  material  impact on the  Partnership's  financial  position,  results of
operations or cash flows.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", effective for the Partnership on January 1,
2002. This Statement supersedes FASB Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and
other related accounting guidance. The Partnership does not believe the adoption
of this statement will have a material impact on the Partnership's financial
position, results of operations or cash flows.

                                       6
<PAGE>
                      CAPITAL PREFERRED YIELD FUND-II, L.P.

                          NOTES TO FINANCIAL STATEMENTS
                             (Unaudited), continued

2.   Transactions With the General Partner and Affiliates
     ----------------------------------------------------

     Management Fees to General Partner

     In accordance with the Partnership Agreement, the General Partner earns a
     management fee in connection with its management of the equipment,
     calculated as a percentage of the monthly gross rentals received, and paid
     monthly in arrears. At September 30, 2001, management fees of $2,425 are
     included in payables to affiliates.

     Direct Services from General Partner

     The General Partner and an affiliate provide accounting, investor
     relations, billing, collecting, asset management, and other administrative
     services to the Partnership. The Partnership reimburses the General Partner
     for these services performed on its behalf as permitted under the terms of
     the Partnership Agreement. At September 30, 2001, direct services from the
     General Partner in the amount of $20,595 are included in payables to
     affiliates.

     General and Administrative Expenses

     The General Partner and an affiliate are reimbursed for the actual cost of
     administrative expenses incurred on behalf of Partnership per the terms of
     the Partnership Agreement. At September 30, 2001, administrative expenses
     in the amount of $8,648 are included in payables to affiliates.

                                       7
<PAGE>
                      CAPITAL PREFERRED YIELD FUND-II, L.P.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Results of Operations
---------------------

Presented below are schedules (prepared solely to facilitate the discussion of
results of operations that follows) showing items of income and expense and
changes in those items derived from the Statements of Income:

<TABLE>
<CAPTION>
                                                    Three Months Ended                           Nine Months Ended
                                                     September 30,                                  September 30,
                                                     -------------                                  -------------
                                           2001           2000           Change         2001            2000           Change
                                           ----           ----           ------         ----            ----           ------

<S>                                    <C>            <C>            <C>            <C>            <C>            <C>
Leasing margin                         $   169,092    $   238,251    $   (69,159)   $   343,481    $   511,907    $  (168,426)
Equipment sales margin                     352,476         34,570        317,906        472,963        293,428        179,535
Interest income                             13,774         10,690          3,084         21,932         40,678        (18,746)
Management fees to general partner          (4,700)       (16,369)        11,669        (27,482)       (46,193)        18,711
Direct services from general partner       (23,589)        (5,675)       (17,914)       (59,047)       (47,153)       (11,894)
General and administrative                 (63,045)       (37,712)       (25,333)      (434,108)      (138,532)      (295,576)
Provision for losses                          --         (150,000)       150,000       (100,000)      (225,000)       125,000
                                       -----------    -----------    -----------    -----------    -----------    -----------
  Net income                           $   444,008    $    73,755    $ 3,705,253    $   217,739    $   389,135    $  (171,396)
                                       ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>

Leasing Margin

Leasing margin consists of the following:

<TABLE>
<CAPTION>
                                                    Three Months Ended               Nine Months Ended
                                                     Three Months Ended              Six Months Ended
                                                       September 30,                   September 30,
                                                       -------------                   -------------
                                                   2001             2000           2001            2000
                                                   ----             ----           ----            ----

<S>                                            <C>             <C>             <C>             <C>
Operating lease rentals                        $   228,840     $   548,211     $   792,166     $ 1,445,923

Direct finance lease income                          4,127          33,920          48,384         104,204
Depreciation                                       (62,353)       (320,096)       (486,123)       (945,969)
Interest expense on discounted lease rentals        (1,522)        (23,784)        (10,946)        (92,251)
                                               -----------     -----------     -----------     -----------

   Leasing margin                              $   169,092     $   238,251     $   343,481     $   511,907
                                               ===========     ===========     ===========     ===========

Leasing margin ratio                                    73%             41%             41%             33%
                                                        ==              ==              ==              ==
</TABLE>

                                       8
<PAGE>
                      CAPITAL PREFERRED YIELD FUND-II, L.P.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations, continued

Results of Operations, continued
---------------------

Leasing Margin, continued

All components of leasing margin decreased for the three and nine months ended
September 30, 2001 compared to the three and nine months ended September 30,
2000 due to portfolio runoff. The Partnership is currently in its liquidation
phase (as defined in the Partnership Agreement). Initial leases are expiring and
equipment is being remarketed (i.e., re-leased or sold to the original lessee or
to third parties).

Leasing margin ratio varies due to changes in the portfolio, including, among
other things, the mix of operating leases versus direct finance leases, the
average maturity of leases comprising the portfolio, the average residual value
of leases in the portfolio, and the amount of discounted lease rentals financing
the portfolio. Leasing margin and the related leasing margin ratio for an
operating lease financed with non-recourse debt increases during the term of the
lease since rents and depreciation are typically fixed while interest expense
declines as the related non-recourse debt principal is repaid. Leasing margin
ratio increased for the three and nine months ended September 30, 2001 compared
to the same period of 2000 primarily due to a combination of the increase in
operating lease rentals that were received after lease maturity and the decrease
in interest expense on discounted lease rentals.

The ultimate rate of return on leases depends, in part, on interest rates at the
time the leases are originated, future equipment values, and on-going lessee
creditworthiness. Because leasing is an alternative to financing equipment
purchases with debt, lease rates tend to rise and fall with interest rates
(although lease rate movements generally lag interest rate changes in the
capital markets).

Equipment Sales Margin

Equipment sales margin consists of the following:

<TABLE>
<CAPTION>
                              Three Months Ended            Nine Months Ended
                                  September 30,                September 30,
                          --------------------------    --------------------------
                              2001           2000           2001           2000
                          -----------    -----------    -----------    -----------
<S>                       <C>            <C>            <C>            <C>
Equipment sales revenue   $ 2,156,315    $    13,995    $ 2,770,628    $ 1,112,165
Cost of equipment sales    (1,803,839)      (379,425)    (2,297,665)      (818,737)
                          -----------    -----------    -----------    -----------
Equipment sales margin    $   352,476    $    34,570    $   472,963    $   293,428
                          ===========    ===========    ===========    ===========
</TABLE>

Equipment sales margin fluctuates based on the composition of equipment
available for sale and varies with the number and dollar amount of equipment
leases that mature in a particular period and the current market for specific
equipment. The Partnership has substantially sold most of its equipment to third
parties during the three months ended September 30, 2001.

Interest Income

Interest income varies based on the amount of cash available for investment,
pending distribution to partners, and the interest rate on such invested cash.

                                       9
<PAGE>
Results of Operations, continued
---------------------

Expenses

Management fees paid to the General Partner decreased for the three and nine
months ended September 30, 2001 as compared to the corresponding period in 2000
primarily due to portfolio run-off. Management fees are calculated as a
percentage of rents collected.

Direct Services from the General Partner increased for the three and nine months
ended September 30, 2001 compared to the corresponding period in 2000 primarily
due to an increase in costs associated with the liquidation of the Partnership's
portfolio.

General and administrative expenses increased for the three and nine months
ended September 30, 2001 compared to the three and nine months ended 2000 due to
an increase in insurance expense, data processing charges and audit fees. Also
contributing to the increase in general and administrative expenses is a
one-time charge for software and computer equipment related to a change in the
ownership of the General Partner.

Provision for Losses

The remarketing of equipment for an amount greater than its book value is
reported with equipment sales margin (if the equipment is sold) or leasing
margin (if the equipment is re-leased). The realization of less than the
carrying value of equipment (which occurs when the equipment is remarketed
subsequent to initial lease termination) is recorded as provision for losses.

Residual values are established equal to the estimated value to be received from
the equipment following termination of the lease. In estimating such values, the
Partnership considers all relevant facts regarding the equipment and the lessee,
including, for example, the likelihood that the lessee will re-lease the
equipment. The nature of the Partnership's leasing activities is such that it
has credit and residual value exposure and will incur losses from those
exposures in the ordinary course of business. The Partnership performs quarterly
assessments of the estimated residual values of its assets to identify
other-than-temporary losses in value.

The provision for losses recorded during the nine months ended September 30,
2001 related primarily to changes in the estimated unguaranteed residual values
on direct financing and operating leases.

Liquidity and Capital Resources
-------------------------------

The Partnership has sold substantially all of the equipment within its
portfolio. As a result, both the size of the Partnership's lease portfolio and
the amount of leasing revenue are declining.

The Partnership funds its operating activities principally with cash from rents,
interest income, and sales of off-lease equipment. Available cash and cash
reserves of the Partnership are invested in short-term government securities
pending distributions to the partners.

                                       10
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations, continued

Liquidity and Capital Resources, continued
-------------------------

During the nine months ended September 30, 2001, the Partnership declared
distributions to the partners of $159,800. A substantial portion of such
distributions constituted a return of capital. Distributions may be
characterized for tax, accounting and economic purposes as a return of capital,
a return on capital, or both. The portion of each partners' cash distribution
which exceeds its net income for the fiscal period may be deemed a return of
capital for accounting purposes. However, the total percentage of the
Partnership's return on capital over its life can only be determined after all
residual cash flows (which include proceeds from the re-leasing and sale of
equipment after initial lease terms expire) have been realized at the
termination of the partnership.

Distributions during the liquidation phase will vary based upon cash
availability. Management expects to make a final distribution during the fourth
quarter of 2001. All distributions are expected to be a return of capital for
economic purposes.

The Class B limited partner distributions of cash from operations are
subordinated to the Class A limited partners receiving distributions of cash
from operations, as scheduled in the Partnership Agreement (i.e., 12%).
Therefore, because of the decrease in distributions to the Class A limited
partners during the nine months ended September 30, 2001, Mishawaka Leasing
Company, Inc., the sole Class B limited partner, did not receive any
distributions of cash from operations.

New Accounting Pronouncements
-----------------------------

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations", effective for the Partnership on January 1, 2003. This Statement
addresses financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs. The Partnership does not believe the adoption of this statement will have
a material impact on the Partnership's financial position, results of operations
or cash flows.

In July 2001, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
141, "Business  Combinations"  which requires the purchase method and eliminates
the  option  of using the  pooling-of-interests  method  of  accounting  for all
business  combinations.  The provisions in this statement  apply to all business
combinations  initiated  after  June 30,  2001,  and all  business  combinations
accounted  for using the purchase  method for which the date of  acquisition  is
July 1, 2001, or later.  The  Partnership  does not believe the adoption of this
statement will have a material impact on the Partnership's  financial  position,
results of operations or cash flows.

In July 2001, the FASB issued SFAS 142,  "Goodwill and Other Intangible  Assets"
which requires that all intangible assets acquired, other than those acquired in
a business  combination,  be  initially  recognized  and  measured  based on the
asset's fair value. In addition,  the intangible asset should be amortized based
upon  its  useful  life.  If the  intangible  asset  is  determined  to  have an
indefinite  useful life, it shall not be amortized  until its useful life can be
determined. The Partnership does not believe the adoption of this statement will
have a  material  impact on the  Partnership's  financial  position,  results of
operations or cash flows.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", effective for the Partnership on January 1,
2002. This Statement supersedes FASB Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and
other related accounting guidance. The Partnership does not believe the adoption
of this statement will have a material impact on the Partnership's financial
position, results of operations or cash flows.

                                       11
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations, continued

Liquidity and Capital Resources, continued
-------------------------------

"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of
1995
--------------------------------------------------------------------------------

The statements contained in this report which are not historical facts may be
deemed to contain forward-looking statements with respect to events, the
occurrence of which involve risks and uncertainties, and are subject to factors
that could cause actual future results to differ both adversely and materially
from currently anticipated results, including, without limitation, the level of
lease originations, realization of residual values, the availability and cost of
financing sources and the ultimate outcome of any contract disputes. Certain
specific risks associated with particular aspects of the Partnership's business
are discussed under Results of Operations in this report and under Results of
Operations in the 1998 Form 10-K when and where applicable.


Item 3.    Quantitative and Qualitative Disclosures About Market Risk

The Partnership is in the liquidation stage (as defined in the Partnership
Agreement). Consequently, the Partnership is no longer originating new leases.
The Partnership's existing leases are non-cancelable, have fixed rates and are
financed with fixed rate debt. Therefore, the Partnership has no exposure to
fluctuations in interest rates or other market risk exposure.

                                       12
<PAGE>
                      CAPITAL PREFERRED YIELD FUND-II, L.P.

                                    PART II.

                                OTHER INFORMATION


Item 1.    Legal Proceedings

           The Partnership is involved in routine legal proceedings incidental
           to the conduct of its business. The General Partner believes none of
           these legal proceedings will have a material adverse effect on the
           financial condition or operations of the Partnership.

Item 6.    Exhibits and Reports on Form 8-K

           (a)  Exhibits

           (b) The Partnership did not file any reports on Form 8-K during the
               quarter ended September 30, 2001.

                                       13
<PAGE>
                      CAPITAL PREFERRED YIELD FUND-II, L.P.

                                    Signature



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Partnership has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                      CAPITAL PREFERRED YIELD FUND-II, L.P.

                                      By:      CAI Equipment Leasing III Corp.


Dated: November 14, 2001              By:      /s/Susan M. Landi
                                               -------------------------------
                                               Susan M. Landi
                                               Senior Accounting Officer



<PAGE>


                      CAPITAL PREFERRED YIELD FUND-II, L.P.

                                    Signature



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Partnership has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        CAPITAL PREFERRED YIELD FUND-II, L.P.

                                        By:      CAI Equipment Leasing III Corp.


Dated: November 14, 2001                By:

                                                 Susan M. Landi
                                                 Senior Accounting Officer