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                       March 31, 1998

Commission File Number                     0-21256

                           Cypress Equipment Fund II, Ltd.
             (Exact name of Registrant as specified in its charter)

         Florida                                 59-3082723
   (State or other jurisdiction of           (I.R.S. Employer
    incorporation or organization)         Identification No.)

  880 Carillon Parkway, St. Petersburg, Florida      33716
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code    (813) 573-3800

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

                            YES     X        NO
                                     
                                        Number of Units at
     Title of Each Class                  March 31, 1998
                                     
Units of Limited Partnership
Interest:  $1,000 per unit                  36,469

                                     
                    DOCUMENTS INCORPORATED BY REFERENCE
                                     
              Parts I and II, 1996 Form 10-K, filed with the
            Securities and Exchange Commission on June 16, 1998
            Parts III and IV - Form S-1 Registration Statement
                and all amendments and supplements thereto
                             File No. 33-44119
<PAGE>
PART I - Financial Information
  Item 1.  Financial Statements
                      CYPRESS EQUIPMENT FUND II, LTD.
                          (a Limited Partnership)
                              BALANCE SHEETS

                                                 March  31,      December31,
                                                   1998               1997
      ASSETS                                   (Unaudited)      (Audited)
Rental Equipment, at Cost                      $ 34,234,667   $ 34,234,667
  Less:  Accumulated Depreciation               (13,311,973)   (12,630,987)
                                               ------------   ------------     
                                                 20,922,694     21,603,680
                                               ------------   ------------ 
Rental Equipment Held for Sale                    4,105,073      4,105,073
Deposit on Equipment                              3,118,969      3,118,969
Options                                           2,282,246      2,282,246
Rents and Sales Receivable                          918,705        737,603
Accounts Receivable - Others                              0         12,000
Prepaid Expenses                                    280,164         88,408
Deferred Debt Costs (Net of Accumulated
 Amortization of $300,220 and
 $290,498, Respectively)                             20,553         44,238
Cash and Cash Equivalents                         3,711,798      4,480,112
Net Investment in Direct Financing
 Lease                                            1,269,202       1,326,061
Investment in Partnerships                        8,854,231      10,009,477
                                               ------------    ------------
      Total Assets                             $ 45,483,635    $ 47,807,867
                                               ============    ============
      LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Notes Payable                                  $ 17,673,595    $ 19,084,905
Interest Payable                                     73,914         141,780
Payable to General Partners                         112,270         187,943
Payable to Affiliates                                     0               0
Payable to Others                                   175,544         268,626
Unearned Revenue                                    434,334         458,961
                                               ------------    ------------
      Total Liabilities                          18,469,657      20,142,215
                                               ------------    ------------
Partners' Equity:
Limited Partners (36,469 units
  outstanding at March 31, 1998
  and December 31, 1997)                         27,062,767      27,707,925
General Partners                                    (48,789)        (42,273)
                                                -----------    ------------ 
      Total Partners' Equity                     27,013,978      27,665,652
                                                -----------    ------------
      Total Liabilities and
       Partners' Equity                        $ 45,483,635    $ 47,807,867
                                               ============    ============
                  The accompanying notes are an integral
                    part of these financial statements.<PAGE>
                      CYPRESS EQUIPMENT FUND II, LTD.
                          (a Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                                (Unaudited)
                                     
                   FOR THE THREE MONTHS ENDED MARCH 31,

                                                  1998               1997
Revenues:
  Rental Income                                 $  1,373,329   $  1,429,833
  Interest Income                                     46,653         51,162
  Income from Direct Financing
    Lease                                             30,490              0
  Gain on Sale of Equipment
    Held for Sale                                          0         16,458
                                                ------------    -----------
    Total Revenues                                 1,450,472      1,497,453
                                                ------------    ----------- 
Operating Expenses:
  Management Fees - General
    Partners                                          76,888         73,966
  General and Administrative:
    Affiliates                                         1,060         16,502
    Other                                            192,217         48,463
  Interest Expense                                   420,868        370,763
  Depreciation and Amortization                      690,706        801,191
                                                ------------    -----------  
    Total Operating Expenses                       1,381,739      1,310,895

Net Income Before Equity in
    Income of Partnerships                            68,733        186,558
Equity in Income of
    Partnerships                                     200,526        123,659
                                                ------------    -----------
Net Income                                      $    269,259   $    310,217
                                                ============   ============
Allocation of Net Income:
  Limited Partners                              $    266,566   $    307,115
  General Partners                                     2,693          3,102
                                                ------------   ------------
                                                $    269,259   $    310,217
                                                ============   ============
Net Income Per $1,000 Limited
  Partnership Unit Outstanding                  $       7.31   $       8.42
                                                ============   ============
Number of Limited Partnership
  Units Outstanding                                   36,469         36,469
                                                ============   ============    

                  The accompanying notes are an integral
                    part of these financial statements.<PAGE>
                      CYPRESS EQUIPMENT FUND II, LTD.
                          (a Limited Partnership)
                         STATEMENTS OF CASH FLOWS
                                (Unaudited)
                   FOR THE THREE MONTHS ENDED MARCH 31,

                                                  1998               1997
Cash Flows from Operating Activities:
  Net Income                                    $    269,259   $    310,218
  Adjustments to Reconcile Net
    Income to Net Cash Provided
    by Operating Activities:
    Depreciation and
      Amortization                                   690,706        801,191
    Deferred Interest on
      Notes Payable                                  118,783        131,870
    Equity in Income of Investment
      In Partnerships                               (200,526)      (123,659)
    Changes in Operating Assets
      and Liabilities:
      Decrease in Rental Equipment
        Held for Sale                                      0         20,043
      (Increase) Decrease in
        Rents Receivable                            (181,102)       (36,180)
      (Increase) Decrease in Accounts
        Receivable - Others                           12,000          3,309
      (Increase) Decrease in
        Prepaid Expenses                            (191,756)       (72,963)
      Increase (Decrease) in
        Interest Payable                             (67,866)        79,281
      Increase (Decrease) in
        Payable to:
         General Partners                            (75,673)      (165,027)
         Affiliates                                        0          5,110
         Others                                      (93,082)      (102,058)
      Increase (Decrease) in
        Unearned Revenue                             (24,627)       150,641
                                                 -----------    -----------
       Net Cash Provided by
          Operating Activities                       256,116      1,001,776
                                                 -----------    ----------- 
Cash Flows from Investing Activities:
  Purchases of Equipment                                   0     (1,061,551)
  Escrow Deposit                                           0         (8,908)
  Direct Financing Lease                              56,859              0
  Investment in Partnerships                           7,338              0
  Distributions Received                           1,348,434        417,981
  (Increase) Decrease in
    Sales Receivable                                       0          1,483
                                                 -----------    ----------- 
      Net Cash (Used in)
          Investing Activities                     1,412,631       (650,995)
                                                 -----------    -----------
<PAGE>
                      CYPRESS EQUIPMENT FUND II, LTD.
                          (a Limited Partnership)
                                     
                   STATEMENTS OF CASH FLOWS (CONTINUED)
                                (Unaudited)
                                     
                   FOR THE THREE MONTHS ENDED MARCH 31,

                                                    1998               1997

Cash Flows from Financing Activities:
  Proceeds from Notes Payable                               0              0
  Payment of Notes Payable                         (1,530,093)      (598,905)
  (Increase) Decrease in
    Deferred Debt Costs                                13,965         (2,355)
  Distributions to Limited
    Partners                                         (911,725)      (911,725)
  Distributions to General
    Partners                                           (9,208)        (9,208)
                                                  -----------     ----------  
      Net Cash Provided by
        (Used In) Financing Activities             (2,437,061)    (1,522,193)
                                                  -----------     ----------
Increase (Decrease) in Cash
  and Cash Equivalents                               (768,314)    (1,171,412)

Cash and Cash Equivalents at
  Beginning of Period                               4,480,112      5,671,367
                                                  -----------     ----------
Cash and Cash Equivalents at
  End of Period                                  $  3,711,798   $  4,499,955
                                                 ============   ============  
Supplemental Cash Flow Information:
  Interest Paid                                  $    369,951   $    176,997
                                                 ============   ============

Notes Payable in 1997 were increased by $606,257, the amount of Deferred
Interest on Notes Payable.

                                     
                  The accompanying notes are an integral
                    part of these financial statements.
<PAGE>
                      CYPRESS EQUIPMENT FUND II, LTD.
                          (a Limited Partnership)
                                     
                       NOTES TO FINANCIAL STATEMENTS
                                (Unaudited)
                                     
                              March 31, 1998

NOTE 1 - ORGANIZATION

     Cypress  Equipment  Fund  II,  Ltd., (the  "Partnership"),  a  Florida
limited  partnership,  was formed November 13, 1991,  for  the  purpose  of
acquiring  and leasing transportation, manufacturing, industrial and  other
capital equipment.  The Partnership was funded with limited partner capital
contributions  and commenced operations on June 22, 1992.  The  Partnership
will  terminate  on  December 31, 2015, or sooner, in accordance  with  the
terms  of  the Limited Partnership Agreement.  The Partnership has received
Limited  and  General  Partner  capital contributions  of  $36,469,000  and
$2,000, respectively.

     Cypress  Equipment Management Corporation II, a California corporation
and  a  wholly-owned  subsidiary of Cypress  Leasing  Corporation,  is  the
Managing General Partner; RJ Leasing - 2, Inc.,  a Florida corporation  and
a  second  tier  subsidiary  of  Raymond  James  Financial,  Inc.,  is  the
Administrative General Partner; and Raymond James Partners, Inc., a Florida
corporation and a wholly-owned subsidiary of Raymond James Financial, Inc.,
is the other General Partner.
     
     Cash  distributions,  subject to payment of the  equipment  management
fees,  and profits and losses of the Partnership shall be allocated 99%  to
the  Limited  Partners and 1% to the General Partners.  Once  each  Limited
Partner  has  received cumulative cash distributions equal to  his  capital
contributions,  an incentive management fee equaling 4% of  cash  available
for  distributions will be paid to the General Partners.  When each Limited
Partner  has  received cumulative cash distributions equal to  his  capital
contributions  plus an amount equal to 8% of adjusted capital contributions
per  annum, an incentive management fee equaling 23% of cash available  for
distributions will be paid to the General Partners.

NOTE 2 - NOTES PAYABLE

     A   significant  amount  of  the  rental  equipment  acquired  by  the
Partnership  is  pledged at time of purchase as collateral  for  the  notes
payable.
     
     During the three months ended March 31, 1998, nothing was paid on  the
$7,834,500  outstanding under the Heller Financial credit  facility.  Under
the  terms of the agreement $3,600,000 of this balance matures in 1998, the
remainder matures in 1999.


NOTE 3 - COMPENSATION AND REIMBURSEMENTS TO GENERAL PARTNERS AND AFFILIATES

     The  General  Partners  and  their  affiliates  are  entitled  to  the
following  types of compensation and reimbursements for costs and  expenses
incurred for the Partnership for the three months ended March 31, 1998

     Equipment Management Fees               $ 76,888
     General and Administrative Costs           1,060
     General Partners' Distributions            9,208

NOTE 4 - BASIS OF PREPARATION

     The unaudited financial statements presented herein have been prepared
in  accordance with the instructions to Form 10-Q and do not include all of
the  information  and  note  disclosures  required  by  generally  accepted
accounting principles.  These statements should be read in conjunction with
the  financial statements and notes thereto included with the Partnership's
Form  10-K  for  the  year  ended December 31, 1997.   In  the  opinion  of
management, these financial statements include all adjustments,  consisting
only  of  normal recurring adjustments, necessary to summarize  fairly  the
Partnership's financial position and results of operations.  The results of
operations  for  the  period may not be indicative of  the  results  to  be
expected for the year.

NOTE 5 - CASH AND CASH EQUIVALENTS

     It  is the Partnership's policy to include short-term investments with
an  original maturity of three months or less in Cash and Cash Equivalents.
These short-term investments are comprised of money market mutual funds and
a  repurchase agreement.  All of the Partnership's securities  included  in
Cash and Cash Equivalents are considered held-to-maturity.  The balance  of
$3,711,798  at  March  31, 1998, represents cash of $47,720,  a  repurchase
agreement of $3,663,000, and money market mutual funds of $1,078.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

     Options  were  purchased in March 1995.  If the options are  exercised
upon lease terminations August 1999, and January 2000, the Partnership will
pay   the   strike  prices  of  approximately  $1,535,122  and   $5,137,500
respectively,   to   the  seller  for  193  railcars  and   685   railcars,
respectively.
                                     
NOTE 7 - SUBSEQUENT EVENTS

     On  April 30, 1998, the Partnership paid distributions of $911,725  to
the  Limited  Partners and $9,208 to the General Partners for  the  quarter
ended March 31, 1998.
<PAGE>
     
     
                      CYPRESS EQUIPMENT FUND II, LTD.
                          (a Limited Partnership)

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

     Results of Operations

     Rental  income  decreased from $1,429,833 for the three  months  ended
March  31,  1997, to $1,373,329 for the three months ended March 31,  1998.
An  increase  of  $101,144 in revenues resulted from  increased  re-leasing
rates.  This  was offset by a $157,653 decrease in revenues  was  primarily
from  residual sharing agreements. Interest income was comparable  for  the
three  months  ending March 31, 1998 and the three months ended  March  31,
1997.
     
     Interest  expense  and management fee expense was comparable  for  the
three  months  ended March 31, 1998 as compared to the three  months  ended
March  31, 1997.  Depreciation expense decreased for the three months ended
March  31,  1998 versus 1997, because certain equipment is no longer  being
depreciated using an accelerated method.
     
     The  net effect of the above revenue and expense items resulted  in  a
net  income of $269,259 for the three months ended March 31, 1998, compared
to $310,227 for the three months ended March 31, 1997.
     
     During the three months ended March 31, 1998, the Partnership did  not
incur any additional borrowing and made principal payments of $1,530,093 on
notes.

     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 March
31, 1998, anticipated future borrowings, and future rental income, interest
income, and sales proceeds.

     For  the three months ended March 31, 1998, the Partnership had a  net
income  of  $269,259.  After adjusting net income during  this  period  for
depreciation  and  amortization, deferred  interest,  and  the  changes  in
operating assets and liabilities, net cash provided by operating activities
was $256,116.  Cash provided by investing activities consisted primarily of
$1,348,434 of distributions from Investment in Partnerships.  Cash used  in
financing  activities primarily was $1,530,093 in payment of notes  payable
and  to pay cash distributions to limited and general partners of $920,933.
In  total,  during the three months ending March 31, 1998,  Cash  and  Cash
Equivalents   decreased  $768,314  from  operating  activities,   investing
activities and financing activities, resulting in an ending Cash  and  Cash
Equivalent balance as of March 31, 1998, of $3,711,798.

     In  the  opinion of the General Partners, the Partnership  will  have,
through  Cash  and Cash Equivalents at March 31, 1998, and  through  future
rental  income, interest income,  and equipment sales proceeds,  sufficient
funds  to  remain liquid for the foreseeable future.  The General  Partners
are  not  aware of any trends that could adversely affect the Partnership's
liquidity or the ability to meet near-term obligations.
<PAGE>

                      CYPRESS EQUIPMENT FUND II, LTD.
                          (a Limited Partnership)
                                     
                              March 31, 1998


PART II - Other Information

    Item 6.   Exhibits and Reports on Form 8-K

    a)    Exhibits - None.
    b)    Reports on Form 8-K -None.

<PAGE>


                                SIGNATURES


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


                              Cypress Equipment Fund II, Ltd.
                              RJ Leasing - 2, Inc.
                              Administrative General Partner




Date:  August 7, 1998                    By:  /s/J. Davenport Mosby, III
                                              J.  Davenport Mosby, III
                                              President



Date:  August 7, 1998                    By:  /s/John McDonald
                                              John McDonald
                                              Vice President



Date:  August 7, 1998                    By:  /s/Christa Kleinrichert
                                              Christa Kleinrichert
                                              Secretary and Treasurer
<PAGE>