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 EndedMarch 31, 2001

Commission File Number0

Cypress Equipment Fund II, Ltd.

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

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

Registrant's telephone number, including area code
(727)573-3800Indicate 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 atTitle of Each Class                        March 31, 2001Units of Limited Partnership
Interest:  $1,000 per unit                    
36,469

DOCUMENTS INCORPORATED BY REFERENCEParts 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

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PART I - Financial Information
Item 1.  Financial Statements

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

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | March 31,
2001                                                                                                                                                                                                                                                                               | December 31,
2000                                                                                                                                                                                                                                                                                      
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ASSETS
Rental Equipment, at Cost
  Less:  Accumulated Depreciation



Deposit on Equipment
Investment In Partnerships
Rent and Sales Proceeds Receivable
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 March 31, 2001 and December 31, 2000)
General Partners
   Total Partners' Equity
   Total Liabilities and Partners'    Equity | (Unaudited)
$   680,825 
(304,755)
-----------
376,070
3,118,969 
216,217 
5,500 
0 
276,605 
-----------
$ 3,993,361 
============

$ 1,635,477 
7,252 
746 
508 
------------
1,643,983 
------------

2,644,815 
(295,437)
------------
2,349,378 
------------
$ 3,993,361 
============ | (Audited)
$   680,825       
(291,787)
-----------
389,038

3,118,969 
278,317 
0 
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.

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CYPRESS EQUIPMENT FUND II, LTD.
STATEMENTS OF OPERATIONS
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31,

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 2001
----                                                                                                                                                                                                                                                                 | 2000
----                                                                                                                                                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Revenues:
Rental Income
Interest Income
Gain on Sale of Equipment
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 Income(Loss)
Allocation of Net Income(Loss):
  Limited Partners
  General Partners


Net Income per $1,000 Limited Partnership Unit Outstanding
Number of Limited Partnership Units Outstanding | $   28,002 
9,788 
0 
6,242 
-----------
44,032 
-----------
2,783
381,266 
0
4,469 
22,151 
27,653 
12,968 
-----------
451,290 
-----------
$ (407,258)
===========
$ (403,185)
(4,073)
-----------
$ (407,258)
===========
$   (11.06)
===========
36,469 
=========== | $  163,655 
40,050 
121,144 
372,679 
-----------
697,528 
-----------
34,078
259,961 
112,991
3,726 
102,022 
25,814 
100,316 
-----------
638,908 
-----------
$   58,620 
===========
$   58,034 
586 
-----------
$   58,620 
===========
$     1.59 
===========
36,469 
===========

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

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CYPRESS EQUIPMENT FUND II, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31,

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 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
Changes in Operating Assets and Liabilities:
 Decrease in Rental   Equipment Held for    Sale
  (Increase) Decrease in    Rents Receivable
  (Increase) Decrease in    Prepaid Expenses
  (Increase) Decrease in    Accounts Receivable-
         Others
  Increase (Decrease) in 
   Payable to:
    General Partners
    Other
  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
Net Cash Provided By Investing Activities
Cash Flows from Financing Activities:
 Distributions to Limited   Partners
 Distributions to General   Partners
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 | $  (407,258)


0
12,968
27,653

0
(5,500)
0

6,000
(42,855)
(82,634)
0 
-----------
(491,626)
-----------

62,099 
0 
-----------
62,099
-----------
(1,263,651)
(12,765)
-----------
(1,276,416)
-----------
(1,705,943)
1,982,548 
-----------
$  276,605 
=========== | $   58,620


(121,144)
100,316
25,814

2,244,035
497,812
(8,661)

0 
131,375 
(389,418)
(18,000)
-----------
2,520,749 
-----------

31,564 
3,447,146 
-----------
3,478,710
-----------
(4,665,955)
(47,130)
-----------
(4,713,085)
-----------
1,286,374
2,680,389 
-----------
$3,966,763 
===========
|Supplemental Cash Flow Information:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                            
|Interest Paid                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | $        0 
===========                                                                                                                                                                                                                                                  | $        0 
===========                                                                                                                                                                                                                                                                                    

Non-Cash Activities:
Notes Payable in 2001 were increased by $27,653, the amount of Deferred Interest on Notes Payable.
Notes Payable in 2000 were increased by $25,814, the amount of Deferred Interest on Notes Payable.

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

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CYPRESS EQUIPMENT FUND II, LTD.
(a Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
March 31, 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

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Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL         CONDITION AND RESULTS OF OPERATIONSThree Months Ended March 31, 2001, Compared to Three Months Ended March 31, 2000.
     The Partnership is beginning to wind down its operations.  The Partnership has sold significant assets.  The remaining assets include:  two sets of machine tools on lease to third parties; a 50%
interest in a partnership which leases and sells intermodal marine containers and chassis; and a deposit for the right to obtain title to a specialty tug and barge on December 31, 2002, at the expiration of the lease.
     As a result of the sales of rental equipment rental income decreased to $28,002 for the three months ended March 31, 2001, from $163,655 for the three month period ended March 31, 2000.  Interest income decreased for the
three months ended March 31, 2001, as compared to the three months ended March 31, 2000 because of lower average balances of cash for investment.  During the three months ended March 31, 2001, the Partnership did not sell any equipment.  During the three
months ended March 31, 2000, the Partnership sold Equipment Held for Sale with a Book Cost of $2,244,035 for net proceeds of $2,616,714 resulting in a gain on sale of $372,679.  During the three months ended March 31, 2000, Rental Equipment with a book
value of $3,326,002 was sold for net proceeds of $3,447,146 resulting in a gain on sale of $121,144.
     The 4% incentive management fee was earned with the August 10, 1999, distribution as each Limited Partner has received cumulative cash distributions equal to his capital contribution.  The 19% incentive management fee was
earned in total with the April 2000 distribution as all 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.  For this reason incentive management fees increased from $259,961 for the three months ended March 31, 2000 to $381,266 for the three months ended March 31, 2001.  Equipment resale fees decreased from $112,091 for the three months ended March 31,
2000, to $0 for the three months ended March 31, 2001.  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.  This decrease is due to no sales of equipment for the three months ended March 31, 2001.
     Interest expense was comparable the three months ended March 31, 2001, as compared the three months ended March 31, 2000.  Depreciation expense decreased for the three months ended March 31, 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 $407,258 for the three months ended March 31, 2001, compared to a net income of $58,620 for the three months ended March 31, 2000.
     During the three months ended March 31, 2001, the Partnership did not incur any additional borrowing and made $0 of principal payments 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 administrative expenses.  Cash and Cash Equivalents at March 31, 2001, future rental income,
interest income, and distributions needs will fund these short-term needs.
     For the three months ended March 31, 2001, the Partnership had a net loss of $407,258.  After adjusting net loss during this period for depreciation and amortization, and the changes in operating assets and liabilities, net
cash used by operating activities was $491,626.  Cash provided by investing activities consisted of $62,099 of distributions from the 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 three months ending March 31, 2001, Cash and Cash Equivalents decreased $1,705,943 from operating activities, investing activities and financing activities, resulting in an ending Cash and Cash Equivalent
balance as of March 31, 2001, of $276,605.
     In the opinion of the General Partners, the Partnership will have, through Cash and Cash Equivalents at March 31, 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.

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CYPRESS EQUIPMENT FUND II, LTD.(a Limited Partnership)March 31, 2001

PART II - Other Information
Item 6.   Exhibits and Reports on Form 8

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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.
                            RJ Leasing



Date:  May 15, 2001         By:  /s/J. Davenport Mosby, III                            J. Davenport Mosby, III
                            President
                            RJ Leasing -2, Inc.
                            A General Partner

Date:  May 15, 2001         By:  /s/Stephen R. Harwood                            Stephen R. Harwood
                            President
                            Cypress Equipment Management Corp. II

Date:  May 15, 2001         By:  /s/Alex A. Najjar                            Alex A. Najjar
                            Executive Vice President
                            Cypress Equipment Management Corp. II