UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A



                                   (Mark One)

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

               For the quarterly period ended      March 31, 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 No. 0-19137


                  AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP
                  --------------------------------------------
             (Exact name of registrant as specified in its charter)

    Massachusetts                                                 04-3057290
    (State or other jurisdiction of                             (IRS Employer
   incorporation or organization)                         Identification No.)

    88 Broad Street, Boston, MA                                        02110
   (Address of principal executive offices)                        (Zip Code)


Registrant's  telephone  number,  including  area  code     (617)  854-5800
                                                        -------------------


(Former  name,  former  address  and  former  fiscal year, if changed since last
report.)


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_____
   -----



<PAGE>


                                EXPLANATORY NOTE


After AIRFUND II International Limited Partnership ("the Partnership") filed its
Annual  Report on Form 10-K/A Amendment No. 1 to Form 10-K (the "2000 10-K") for
the  year  ended December 31, 2000 and its Form 10-Q for the quarter ended March
31,  2001 (the "March 31, 2001 Form 10-Q") with the United States Securities and
Exchange  Commission  ("SEC"),  the  Partnership  determined that the accounting
treatment  for  the  loan  receivable  from  Echelon  Residential  Holdings  LLC
("Echelon  Residential  Holdings")  required  revision,  as  explained  below.

As reported in the 2000 10-K and the March 31, 2001 Form 10-Q, on March 8, 2000,
the  Partnership  and 10 affiliated partnerships (the ''Exchange Partnerships'')
collectively  loaned $32 million to Echelon Residential Holdings, a newly formed
real  estate company.  The Partnership's loan to Echelon Residential Holdings is
$3,640,000.  Echelon  Residential  Holdings,  through  a wholly owned subsidiary
(Echelon Residential LLC), used the loan proceeds to acquire various real estate
assets  from  Echelon International Corporation, an unrelated Florida-based real
estate  company. The loan has a term of 30 months, maturing on September 8, 2002
and an annual interest rate of 14% for the first 24 months and 18% for the final
six  months.  Interest accrues and compounds monthly and is payable at maturity.
In  connection  with the transaction, Echelon Residential Holdings has pledged a
security  interest  in  all  of  its  right,  title  and  interest in and to its
membership  interests in Echelon Residential LLC to the Exchange Partnerships as
collateral.
The loan receivable was previously accounted for and reported in accordance with
the  guidance  for  Acquisition, Development and Construction Arrangements ("ADC
arrangements")  in  the Partnership's financial statements as of and for each of
the  quarters  ended  March  31,  2001  and  2000,  respectively.  The  loan was
presented as an investment in a real estate venture and was presented net of the
Partnership's  share  of losses in Echelon Residential Holdings. The Partnership
was  allocated  its  proportionate  share  of  the  unconsolidated  real  estate
venture's  net  loss,  excluding  the interest expense on the loan, based on the
balance  of  its  loan receivable in relation to the real estate venture's total
equity and notes payable, including the ADC arrangements.  For the periods ended
March  31, 2001 and March 31, 2000, the Partnership's share of losses in Echelon
Residential  Holdings was $74,703 and $3,562, respectively, and was reflected on
the  Statement  of  Operations  as  ''Partnership's share of unconsolidated real
estate  venture's  loss''.
Subsequent  to  the  issuance  of the 2000 Form 10-K and the March 31, 2001 Form
10-Q,  the  Partnership  determined that the loan receivable should be accounted
for  consistent  with  its  legal  form and the Partnership should recognize the
interest  income,  as calculated per the contractual terms of the loan agreement
to the extent such interest income was evaluated as likely to be collected.  The
loan  receivable  and  related interest should be evaluated for impairment under
Statement of Financial Accounting Standards No. 114 "Accounting by Creditors for
Impairment  of  a  Loan".
Accordingly,  the  Partnership  reversed  the  proportionate  share of losses in
Echelon  Residential  Holdings  of  $74,703 and $3,562, respectively, previously
recorded  during  the  quarters  ended  March  31,  2001 and March 31, 2000, and
recognized  interest  income  of  $144,686  and  $33,973,  respectively.  These
adjustments  resulted in a decrease in the net loss for the quarters ended March
31,  2001  and  2001, respectively, of $219,389 and $37,535 or $0.07 and  $0.01,
respectively,  per  limited  partnership  unit.  As  a  result, the accompanying
financial  statements  for  the  quarters  ended March 31, 2001 and 2000 and the
Partnership's  Statement of Financial Position as of December 31, 2000 have been
restated  from  the  amounts  previously  reported.

In  addition,  during the second quarter of 2001, the General Partner determined
that  recoverability  of  the  loan receivable had been impaired and at June 30,
2001  recorded  an  impairment  of  $318,500,  reflecting  the General Partner's
current  assessment  of  the amount of loss that is likely to be incurred by the
Partnership.  In  addition  to  the  write-down  recorded  at June 30, 2001, the
Partnership  reserved  all  accrued  interest  of  $590,772 recorded on the loan
receivable  through  March 31, 2001 and has ceased accruing interest on its loan
receivable  from  Echelon  Residential  Holdings,  effective  April  1,  2001.


<PAGE>
A  summary  of  the  significant  effects  of  the  restatement  is  as follows:


                                            As of and for the Quarter Ended
                                                     March 31, 2001
<TABLE>
<CAPTION>

                                                      As
                                                  Previously        As
Statement of Operations                            Reported      Restated
                                                 ------------  ------------
<S>                                              <C>           <C>
Income

Operating lease revenue                          $   155,995   $   155,995
Sales-type lease revenue                               3,351         3,351
Interest income                                       30,121        30,121
Interest income - loan receivable                          -       144,686
                                                 ------------  ------------
  Total income                                       189,467       334,153
                                                 ------------  ------------

Expenses

Depreciation                                          65,346        65,346
Interest expense                                      17,393        17,393
Equipment management fees - affiliate                 10,750        10,750
Operating expenses - affiliate                       141,432       141,432
Partnership's share of unconsolidated
  real estate venture's loss                          74,703             -
                                                 ------------  ------------
  Total expenses                                     309,624       234,921
                                                 ------------  ------------

Net (loss) income                                $  (120,157)  $    99,232
                                                 ============  ============
Net (loss) income per limited partnership unit   $     (0.04)  $      0.03
                                                 ============  ============



Balance Sheet Data:

Total assets                                     $ 9,262,522   $10,204,286
                                                 ============  ============
Total liabilities                                $ 1,682,402   $ 1,682,402
Partners' capital (deficit)
   General Partner                                (2,616,451)   (2,569,363)
   Limited Partnership Interests                  10,196,571    11,091,247
                                                 ------------  ------------
Total partners' capital                          $ 7,580,120   $ 8,521,884
                                                 ============  ============
</TABLE>





<PAGE>


                                              As of and for the Quarter Ended
                                                      March 31, 2000
<TABLE>
<CAPTION>

                                                      As
                                                  Previously        As
Statement of Operations                            Reported      Restated
                                                 ------------  ------------
<S>                                              <C>           <C>
Income

Operating lease revenue                          $   109,420   $   109,420
Interest income                                       66,936        66,936
Interest income - loan receivable                          -        33,973
Other income                                          55,000        55,000
                                                 ------------  ------------
  Total income                                       231,356       265,329
                                                 ------------  ------------

Expenses

Depreciation                                          79,837        79,837
Interest expense                                      30,685        30,685
Equipment management fees - affiliate                  5,471         5,471
Operating expenses - affiliate                       116,277       116,277
Partnership's share of unconsolidated
  real estate venture's loss                           3,562             -
                                                 ------------  ------------
  Total expenses                                     235,832       232,270
                                                 ------------  ------------

Net (loss) income                                $    (4,476)  $    33,059
                                                 ============  ============
Net (loss) income per limited partnership unit   $     (0.00)  $      0.01
                                                 ============  ============



Balance Sheet Data:

Total assets                                     $ 8,981,588   $ 9,019,123
                                                 ============  ============
Total liabilities                                $ 1,462,013   $ 1,462,013
Partners' capital (deficit)
   General Partner                                (2,619,478)   (2,617,602)
   Limited Partnership Interests                  10,139,053    10,174,712
                                                 ------------  ------------
Total partners' capital                          $ 7,519,575   $ 7,557,110
                                                 ============  ============
</TABLE>






<PAGE>

                  AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP

                                   FORM 10-Q/A

                                      INDEX


<TABLE>
<CAPTION>


PART I. FINANCIAL INFORMATION:                                            Page
                                                                          ----
<S>                                                                       <C>
     Item 1. Financial Statements (Restated)

                Statement of Financial Position
                at March 31, 2001 and December 31, 2000                      3

                Statement of Operations
                for the three months ended March 31, 2001 and 2000           4

                Statement of Changes in Partners' Capital
                for the three months ended March 31, 2001                    5

                Statement of Cash Flows
                for the three months ended March 31, 2001 and 2000           6

                Notes to the Financial Statements                            7


     Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                        15

     Item 3. Quantitative and Qualitative Disclosures about Market Risk     23


PART II. OTHER INFORMATION:

     Item 1 - 6                                                             24
</TABLE>




<PAGE>

                  AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP

                         STATEMENT OF FINANCIAL POSITION

                      MARCH 31, 2001 AND DECEMBER 31, 2000

                                   (UNAUDITED)

<TABLE>
<CAPTION>

<S>                                                         <C>            <C>
                                                               March 31,      December 31,
  .                                                             2001            2000
  ASSETS                                                      Restated       Restated
  .                                                          (See Note 1)    (See Note 1)
                                                            -------------  --------------

  Cash and cash equivalents                                 $  3,091,241   $   2,827,385
  Rents receivable                                                     -         116,820
  Accounts receivable - affiliate                                 70,169          33,452
  Other assets                                                    48,595          24,508
  Interest receivable - loan                                     590,772         446,086
  Loan receivable                                              3,640,000       3,640,000
  Net investment in sales-type lease                             184,686         240,330
  Equipment at cost, net of accumulated depreciation
    of $8,218,291 and $8,152,945 at March 31, 2001
    and December 31, 2000, respectively                        2,578,823       2,644,169
                                                            -------------  --------------

        Total assets                                        $ 10,204,286   $   9,972,750
                                                            =============  ==============


  LIABILITIES AND PARTNERS' CAPITAL

  Notes payable                                             $  1,191,557   $     906,869
  Accrued interest                                                   118           7,161
  Accrued liabilities                                            413,515         591,617
  Accrued liabilities - affiliate                                 25,120          17,207
  Deferred rental income                                          52,092          27,244
                                                            -------------  --------------
       Total liabilities                                       1,682,402       1,550,098
                                                            -------------  --------------

  Partners' capital (deficit):
     General Partner                                          (2,569,363)     (2,574,324)
     Limited Partnership Interests
     (2,714,647 Units; initial purchase price of $25 each)    11,091,247      10,996,976
                                                            -------------  --------------
       Total partners' capital                                 8,521,884       8,422,652
                                                            -------------  --------------

       Total liabilities and partners' capital              $ 10,204,286   $   9,972,750
                                                            =============  ==============

</TABLE>












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

<PAGE>

                  AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP

                             STATEMENT OF OPERATIONS

               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000

                                   (UNAUDITED)
<TABLE>
<CAPTION>

<S>                                        <C>            <C>
  .                                              2001           2000
  .                                            Restated       Restated
                                           -------------  -------------
  INCOME                                    (See Note 1)   (See Note 1)

  Operating lease revenue                  $    155,995   $    109,420
  Sales-type lease revenue                        3,351              -
  Interest income                                30,121         66,936
  Interest income - loan receivable             144,686         33,973
  Other income                                        -         55,000
                                           -------------  -------------
    Total income                                334,153        265,329
                                           -------------  -------------

  EXPENSES

  Depreciation                                   65,346         79,837
  Interest expense                               17,393         30,685
  Equipment management fees - affiliate          10,750          5,471
  Operating expenses - affiliate                141,432        116,277
                                           -------------  -------------
    Total expenses                              234,921        232,270
                                           -------------  -------------

  Net income                               $     99,232   $     33,059
                                           =============  =============



  Net income per limited partnership unit  $       0.03   $       0.01
                                           =============  =============
  Cash distributions declared
     per limited partnership unit          $         --   $         --
                                           =============  =============
</TABLE>


















   The accompanying notes are an integral part of these financial statements.
<PAGE>
                  AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP

                             STATEMENT OF CASH FLOWS

               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000

                                   (UNAUDITED)

<TABLE>
<CAPTION>

<S>                                                      <C>            <C>
  .                                                            2001           2000
  .                                                         Restated       Restated
                                                         -------------  -------------
  .                                                       (See Note 1)   (See Note 1)
  CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES

  Net income                                             $     99,232   $     33,059
  Adjustments to reconcile net income net
   cash used in operating activities:
    Depreciation                                               65,346         79,837
    Sales-type lease revenue                                   (3,351)             -
  Changes in assets and liabilities:
    Rents receivable                                          116,820              -
    Accounts receivable - affiliate                           (36,717)       (53,543)
    Other assets                                              (24,087)        31,742
    Interest receivable - loan                               (144,686)       (33,973)
    Collections on net investment in sales-type lease          58,995              -
    Accrued interest                                           (7,043)        (4,099)
    Accrued liabilities                                      (178,102)      (235,767)
    Accrued liabilities - affiliate                             7,913         (1,730)
    Deferred rental income                                     24,848        (26,636)
                                                         -------------  -------------
      Net cash used in operating activities                   (20,832)      (211,110)
                                                         -------------  -------------

  CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES

  Issuance of loan receivable                                       -     (3,640,000)
                                                         -------------  -------------
      Net cash used in investing activities                         -     (3,640,000)
                                                         -------------  -------------

  CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES

  Proceeds from notes payable                                 505,028        201,247
  Principal payments - notes payable                         (220,340)       (59,430)
                                                         -------------  -------------
      Net cash provided by financing activities               284,688        141,817
                                                         -------------  -------------

  Net increase (decrease) in cash and cash equivalents        263,856     (3,709,293)
  Cash and cash equivalents at beginning of period          2,827,385      5,719,642
                                                         -------------  -------------
  Cash and cash equivalents at end of period             $  3,091,241   $  2,010,349
                                                         =============  =============

  SUPPLEMENTAL INFORMATION

  Cash paid during the period for interest               $     24,436   $     34,784
                                                         =============  =============
</TABLE>



     See  Note  9  to  the financial statements regarding the refinancing of the
Partnership's  notes  payable  in  February  2001.


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

<PAGE>
                  AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP

                        NOTES TO THE FINANCIAL STATEMENTS

                                 MARCH 31, 2001


                                   (UNAUDITED)


NOTE  1  -  RESTATEMENT  OF  FINANCIAL  STATEMENTS
--------------------------------------------------

After AIRFUND II International Limited Partnership ("the Partnership") filed its
Annual  Report on Form 10-K/A Amendment No. 1 to Form 10-K (the "2000 10-K") for
the  year  ended December 31, 2000 and its Form 10-Q for the quarter ended March
31,  2001 (the "March 31, 2001 Form 10-Q") with the United States Securities and
Exchange  Commission  ("SEC"),  the  Partnership  determined that the accounting
treatment  for  the  loan  receivable  from  Echelon  Residential  Holdings  LLC
("Echelon  Residential  Holdings")  required  revision,  as  explained  below.

As reported in the 2000 10-K and the March 31, 2001 Form 10-Q, on March 8, 2000,
the  Partnership  and 10 affiliated partnerships (the ''Exchange Partnerships'')
collectively  loaned $32 million to Echelon Residential Holdings, a newly formed
real  estate company.  The Partnership's loan to Echelon Residential Holdings is
$3,640,000.  Echelon  Residential  Holdings,  through  a wholly owned subsidiary
(Echelon Residential LLC), used the loan proceeds to acquire various real estate
assets  from  Echelon International Corporation, an unrelated Florida-based real
estate  company. The loan has a term of 30 months, maturing on September 8, 2002
and an annual interest rate of 14% for the first 24 months and 18% for the final
six  months.  Interest accrues and compounds monthly and is payable at maturity.
In  connection  with the transaction, Echelon Residential Holdings has pledged a
security  interest  in  all  of  its  right,  title  and  interest in and to its
membership  interests in Echelon Residential LLC to the Exchange Partnerships as
collateral.
The loan receivable was previously accounted for and reported in accordance with
the  guidance  for  Acquisition, Development and Construction Arrangements ("ADC
arrangements")  in  the Partnership's financial statements as of and for each of
the  quarters  ended  March  31,  2001  and  2000,  respectively.  The  loan was
presented as an investment in a real estate venture and was presented net of the
Partnership's  share  of losses in Echelon Residential Holdings. The Partnership
was  allocated  its  proportionate  share  of  the  unconsolidated  real  estate
venture's  net  loss,  excluding  the interest expense on the loan, based on the
balance  of  its  loan receivable in relation to the real estate venture's total
equity and notes payable, including the ADC arrangements.  For the periods ended
March  31, 2001 and March 31, 2000, the Partnership's share of losses in Echelon
Residential  Holdings was $74,703 and $3,562, respectively, and was reflected on
the  Statement  of  Operations  as  ''Partnership's share of unconsolidated real
estate  venture's  loss''.
Subsequent  to  the  issuance  of the 2000 Form 10-K and the March 31, 2001 Form
10-Q,  the  Partnership  determined that the loan receivable should be accounted
for  consistent  with  its  legal  form and the Partnership should recognize the
interest  income,  as calculated per the contractual terms of the loan agreement
to the extent such interest income was evaluated as likely to be collected.  The
loan  receivable  and  related interest should be evaluated for impairment under
Statement of Financial Accounting Standards No. 114 "Accounting by Creditors for
Impairment  of  a  Loan".
Accordingly,  the  Partnership  reversed  the  proportionate  share of losses in
Echelon  Residential  Holdings  of  $74,703 and $3,562, respectively, previously
recorded  during  the  quarters  ended  March  31,  2001 and March 31, 2000, and
recognized  interest  income  of  $144,686  and  $33,973,  respectively.  These
adjustments  resulted in a decrease in the net loss for the quarters ended March
31,  2001  and  2001, respectively, of $219,389 and $37,535 or $0.07 and  $0.01,
respectively,  per  limited  partnership  unit.  As  a  result, the accompanying
financial  statements  for  the  quarters  ended March 31, 2001 and 2000 and the
Partnership's  Statement of Financial Position as of December 31, 2000 have been
restated  from  the  amounts  previously  reported.

During  the  second  quarter  of  2001,  the  General  Partner  determined  that
recoverability  of  the  loan  receivable had been impaired and at June 30, 2001
recorded  an  impairment  of  $318,500, reflecting the General Partner's current
assessment  of  the  amount  of  loss  that  is  likely  to  be  incurred by the
Partnership.  In  addition  to  the  write-down  recorded  at June 30, 2001, the
Partnership  reserved  all  accrued  interest  of  $590,772 recorded on the loan
receivable  through  March 31, 2001 and has ceased accruing interest on its loan
receivable  from  Echelon  Residential  Holdings,  effective  April  1,  2001.

NOTE  2  -  BASIS  OF  PRESENTATION
-----------------------------------

The  financial  statements,  as  restated,  presented  herein  are  prepared  in
conformity  with  generally  accepted accounting principles and the instructions
for preparing Form 10-Q under Rule 10-01 of Regulation S-X of the Securities and
Exchange  Commission  and are unaudited.  As such, these financial statements do
not  include  all  information and footnote disclosures required under generally
accepted  accounting  principles  for  complete  financial  statements  and,
accordingly, the accompanying financial statements should be read in conjunction
with the footnotes presented in the Partnership's 2000 Annual Report included in
Form  10-KA  Amendment  No.  2.  Except  as  disclosed herein, there has been no
material change to the information presented in the footnotes to the 2000 Annual
Report  included  in  Form  10-KA  Amendment  No.  2.

In  the  opinion  of  management,  all  adjustments  (consisting  of  normal and
recurring  adjustments)  considered  necessary  to  present fairly the financial
position  at  March 31, 2001 and December 31, 2000 and results of operations for
the  three  month  periods  ended March 31, 2001 and 2000 have been made and are
reflected.


NOTE  3  -  CASH
----------------

At  March  31,  2001,  the Partnership had $2,842,755 invested in federal agency
discount  notes,  repurchase  agreements  secured  by  U.S.  Treasury  Bills  or
interests  in  U.S.  Government  securities,  or  other  highly liquid overnight
investments.


NOTE  4  -  REVENUE  RECOGNITION
--------------------------------

Rents  are  payable  to  the Partnership monthly or quarterly and no significant
amounts  are calculated on factors other than the passage of time.  The majority
of  the  leases  are  accounted  for as operating leases and are noncancellable.
Rents received prior to their due dates are deferred.  In certain instances, the
Partnership  may  enter  renewal  or re-lease agreements which expire beyond the
Partnership's  anticipated  dissolution date.  This circumstance is not expected
to  prevent  the orderly wind-up of the Partnership's business activities as the
General  Partner  and EFG would seek to sell the then-remaining equipment assets
either  to  the lessee or to a third party, taking into consideration the amount
of  future  noncancellable  rental  payments associated with the attendant lease
agreements.  See  also  Note  10  regarding  the  Class  Action Lawsuit.  Future
minimum  rents  for  operating  leases  of  $1,289,947  are  due  as  follows:
<TABLE>
<CAPTION>

<S>                            <C>    <C>
For the year ending March 31,   2002  $  412,079
                                2003     412,079
                                2004     343,252
                                2005     122,537
                                      ----------

 .                              Total  $1,289,947
                                      ==========
</TABLE>



Lease  payments for the sales-type lease are due monthly and the related revenue
is  recognized  by a method which produces a constant periodic rate of return on
the  outstanding investment in the lease.  Future minimum lease payments for the
sales-type lease of $196,412 are due through the date of the lease expiration in
January  2002.


NOTE  5  -  EQUIPMENT
---------------------

The  following  is  a summary of equipment owned by the Partnership at March 31,
2001.  Remaining  Lease  Term  (Months), as used below, represents the number of
months  remaining from March 31, 2001 under contracted lease terms.  A Remaining
Lease  Term  equal to zero reflects equipment held for sale or re-lease.  In the
opinion  of  EFG,  the acquisition cost of the equipment did not exceed its fair
market  value.
<TABLE>
<CAPTION>


 .                                             Remaining
 .                                               Lease
 .                                                Term      Equipment
      Equipment Type                           (Months)     at Cost
--------------------------------------------  ----------  ------------
<S>                                           <C>         <C>
Two Rolls Royce aircraft engines                       0  $ 6,000,000
One McDonnell-Douglas MD-82 (Finnair)                  1    2,078,640
One McDonnell-Douglas MD-82
(Aerovias de Mexico S.A. de C.V.)                     41    2,078,640
One Boeing 737-2H4 (Air Slovakia)                     29      639,834
                                                          ------------
 Total equipment cost                                  .   10,797,114
 Accumulated depreciation                              .   (8,218,291)
                                                          ------------
 Equipment, net of accumulated depreciation            .  $ 2,578,823
                                                          ============
</TABLE>



The  costs  of  each  of  the  Partnership's  aircraft  represent  proportionate
ownership  interests.  The  remaining  interests  are  owned by other affiliated
partnerships  sponsored  by  EFG.  All  partnerships  individually  report,  in
proportion  to  their respective ownership interests, their respective shares of
assets,  liabilities,  revenues,  and  expenses  associated  with  the aircraft.

One  of the Partnership's aircraft and the related lease payment streams secures
the  Partnership's  loan  with a third-party lender (see Note 9).  The preceding
summary  includes  leveraged  equipment having an original cost of approximately
$2,079,000  and  a net book value of approximately $1,194,000 at March 31, 2001.

At  March 31, 2001, all of the Partnership's aircraft were subject to contracted
leases,  however,  the  Rolls  Royce aircraft engines were warehoused.  In April
2001,  the  lease  with Finnair OY related to a McDonnell-Douglas MD-82 aircraft
expired  and  the  aircraft  was  returned  to the General Partner.  The General
Partner  is  attempting  to  remarket this aircraft and the Rolls Royce aircraft
engines.


NOTE  6  -  LOAN  RECEIVABLE
----------------------------

On March 8, 2000, the Partnership and 10 affiliated partnerships (the ''Exchange
Partnerships'') collectively loaned $32 million to Echelon Residential Holdings,
a  newly  formed  real  estate company. Echelon Residential Holdings is owned by
several  investors,  including  James A. Coyne, Executive Vice President of EFG.
In  addition,  certain  affiliates  of the General Partner made loans to Echelon
Residential  Holdings  in  their  individual  capacities.
The  Partnership's  original  loan was $3,640,000. Echelon Residential Holdings,
through  a  wholly-owned  subsidiary  (Echelon  Residential  LLC), used the loan
proceeds  to  acquire  various  real  estate  assets  from Echelon International
Corporation, an unrelated Florida-based real estate company. The loan has a term
of  30 months, maturing on September 8, 2002, and an annual interest rate of 14%
for  the  first 24 months and 18% for the final six months. Interest accrues and
compounds  monthly  and  is  payable  at  maturity.  In  connection  with  the
transaction, Echelon Residential Holdings has pledged a security interest in all
of  its  right, title and interest in and to its membership interests in Echelon
Residential LLC to the Exchange Partnerships as collateral.  Echelon Residential
Holdings  has no material business interests other than those connected with the
real  estate  properties  owned  by  Echelon  Residential  LLC.
The  summarized  financial  information  for  Echelon Residential Holdings as of
March  31,  2001  and  for  the  quarter  ended  March  31,  2001 is as follows:
<TABLE>
<CAPTION>

<S>                                      <C>
                                          (Unaudited)

 Total assets                            $72,861,183
 Total liabilities                       $76,780,082
 Minority interest                       $ 1,906,448
 Total deficit                           $(5,825,347)

 Total revenues                          $ 1,063,439
 Total expenses, minority interest
   and equity in loss of unconsolidated
   joint venture. . . . . . . . . . . .  $ 3,096,648
 Net loss                                $(2,033,209)
</TABLE>


See  Note  11, Subsequent Event, for discussion of an impairment recorded by the
Partnership  of  the  loan receivable and related interest receivable during the
second  quarter  of  2001.

NOTE  7  -  NET  INVESTMENT  IN  SALES-TYPE  LEASE
--------------------------------------------------

The  Partnership's  net  investment  in  a sales-type lease is the result of the
conditional  sale  of  the  Partnership's proportionate interest in a Boeing 737
aircraft  executed in October 2000. The title to the aircraft transfers to Royal
Aviation  Inc.,  at  the expiration of the lease term.  The sale of the aircraft
has  been  recorded  by the Partnership as a sales-type lease, with a lease term
expiring in January 2002.  For the quarter ended March 31, 2001, the Partnership
recognized  sales-type  lease  revenue  of  $3,351 from this lease. At March 31,
2001,  the  components  of  the  net  investment  in the sales-type lease are as
follows:
<TABLE>
<CAPTION>

<S>                                            <C>
  Total minimum lease payments to be received  $196,412
  Less:  Unearned income                         11,726
                                               --------
      Total                                    $184,686
                                               ========
</TABLE>


Unearned  income  is being amortized to revenue over the lease term, expiring in
January  2002.


NOTE  8  -  RELATED  PARTY  TRANSACTIONS
----------------------------------------

All  operating expenses incurred by the Partnership are paid by EFG on behalf of
the  Partnership and EFG is reimbursed at its actual cost for such expenditures.
Fees  and  other  costs  incurred during the three month periods ended March 31,
2001  and  2000,  which  were  paid  or accrued by the Partnership to EFG or its
Affiliates,  are  as  follows:
<TABLE>
<CAPTION>

<S>                                <C>       <C>
                                       2001      2000
                                   --------  --------

  Equipment management fees        $ 10,750  $  5,471
  Administrative charges             13,965    11,248
  Reimbursable operating expenses
      due to third parties          127,467   105,029
                                   --------  --------

    Total                          $152,182  $121,748
                                   ========  ========
</TABLE>


All  rents  and  the  proceeds  from  the sale of equipment are paid directly to
either  EFG  or  to  a  lender.  EFG  temporarily  deposits collected funds in a
separate interest-bearing escrow account prior to remittance to the Partnership.
At March 31, 2001, the Partnership was owed $70,169 by EFG for such funds. These
funds  were  remitted  to  the  Partnership  in  April  2001.

The  discussion  of  the loan to Echelon Residential Holdings in Note 6 above is
incorporated  by  reference.


NOTE  9  -  NOTE  PAYABLE
-------------------------

The Partnership has one note payable outstanding at March 31, 2001 in the amount
of  $1,191,557.  This  installment note is non-recourse and is collateralized by
Partnership's  interest  in  an  aircraft leased to Aerovias de Mexico, S. A. de
C.V.  and  assignment  of the related lease payments.  This indebtedness bears a
fixed interest rate of 7.65%, principal is amortized monthly and the Partnership
has a balloon payment obligation at the expiration of the lease term of $404,138
in  September  2004.

In  February  2001,  the  Partnership and certain affiliated investment programs
(collectively  "the  Programs")  refinanced  the  outstanding  indebtedness  and
accrued interest related to the aircraft on lease to Aerovias de Mexico, S.A. de
C.V.  In  addition  to refinancing the Programs' total existing indebtedness and
accrued  interest  of $4,758,845, the Programs received additional debt proceeds
of  $3,400,177.  The  Partnership's  aggregate  share  of the refinanced and new
indebtedness  was  $1,211,860  including  $706,831  used  to  repay the existing
indebtedness  on the refinanced aircraft.  The Partnership used a portion of its
share of the additional proceeds of $505,028 to repay the outstanding balance of
the  indebtedness  and accrued interest related to the aircraft then on lease to
Finnair  OY  of  $130,852  and  certain  aircraft reconfiguration costs that the
Partnership  had  accrued  at  December  31,  2000.

Management  believes  that  the carrying amount of the note payable approximates
fair  value  at  March 31, 2001 based on its experience and understanding of the
market  for  instruments  with  similar  terms.

The  annual  maturities  of  the  note  payable  are  as  follows:
<TABLE>
<CAPTION>

<S>                            <C>    <C>
For the year ending March 31,   2002  $  210,082
                                2003     226,733
                                2004     244,699
                                2005     510,043
                                      ----------

 .                              Total  $1,191,557
                                      ==========
</TABLE>



NOTE  10  -  LEGAL  PROCEEDINGS
-------------------------------

As  described  more  fully  in  the  Partnership's  Annual Report on Form 10-K/A
Amendment  No.  2  for  the  year  ended December 31, 2000, the Partnership is a
Nominal  Defendant  in  a  Class  Action  Lawsuit,  the  outcome  of which could
significantly  alter the nature of the Partnership's organization and its future
business  operations.

On  March  12,  2001, after a status conference and hearing, the Court issued an
order that required the parties, no later than May 15, 2001, to advise the Court
on  (a)  whether  the SEC has completed its review of the solicitation statement
and  related  materials  submitted  to  the  SEC in connection with the proposed
settlement,  and (b) whether parties request the Court to schedule a hearing for
final  approval  of  the  proposed  settlement  or  are withdrawing the proposed
settlement  from  judicial  consideration  and  resuming  the  litigation of the
Plaintiffs'  claims.

On  May  11,  2001,  the  general  partners of the partnerships that are nominal
defendants in the Class Action Lawsuit received a letter dated May 10, 2001 from
the  Associate  Director  and  Chief  Counsel  of  the  Division  of  Investment
Management  of  the  SEC  informing  the  general partners that the staff of the
Division  believes  that  American  Income  Partners  V-A  Limited  Partnership,
American  Income  Partners V-B Limited Partnership, American Income Partners V-C
Limited  Partnership, American Income Partners V-D Limited Partnership, American
Income  Fund I-A, American Income Fund I-B, American Income Fund I-E and AIRFUND
II  International  Limited  Partnership  (the  "Designated  Partnerships")  are
investment  companies as defined in Section 3(a)(1)(c) of the Investment Company
Act of 1940, as amended (the "1940 Act").  The SEC staff noted that Section 7 of
the  1940  Act makes it unlawful for an unregistered investment company to offer
or  sell  or  purchase  any  security  or  engage  in any business in interstate
commerce.  Accordingly,  Section  7  would  prohibit  any partnership that is an
unregistered  investment  company  from  engaging  in any business in interstate
commerce,  except  transactions  that  are merely incidental to its dissolution.
The  letter also stated that the Division is considering enforcement action with
respect to this matter.  Noting that the parties to the Class Action Lawsuit are
scheduled  to  appear before the court in the near future to consider a proposed
settlement,  and  that  the  SEC  staff's views, as expressed in the letter, are
relevant  to  the  specific  matters that will be considered by the court at the
hearing,  the SEC staff submitted the letter to the court for its consideration.

On  May  15,  2001,  Defendants' Counsel filed with the court Defendants' Status
Report  pursuant to the court's March 12, 2001 Order.  Defendants reported that,
notwithstanding  the  parties'  best  efforts,  the  staff  of  the  SEC has not
completed  its  review  of  the  solicitation  statement  in connection with the
proposed  settlement  of  the Class Action Lawsuit.  Nonetheless, the Defendants
stated their belief that the parties should continue to pursue the court's final
approval  of  the proposed settlement.  In this regard, the Defendants also have
maintained, on the advice of special 1940 Act counsel that, even if the 1940 Act
applies  to  the  Designated  Partnerships, the 1940 Act does not prohibit going
forward  with  the proposed settlement, as that transaction is merely incidental
to  a  dissolution  of  the  Partnerships  and  therefore  is not subject to the
prohibitions  of  Section  7  of  the  1940  Act.

The Defendants also referred to the SEC staff's letter of May 10, 2001 asserting
that  certain  of the partnerships are investment companies and special 1940 Act
counsel's  submissions  to  the SEC staff setting forth the reasons why the 1940
Act  does  not  apply  to  the  Designated Partnerships, noting that counsel had
informed  the  staff  of  the Division of Investment Management that, based upon
counsel's  understanding  of the surrounding circumstances and after an in-depth
analysis  of  the  applicable law, counsel is willing to issue an opinion of the
firm  that none of the partnerships is an investment company under the 1940 Act.
The  Defendants stated their belief that the proposed settlement is still viable
and  in  the  best  interests  of  the parties and that final approval should be
pursued.  The  Defendants  advised the court that they believe that if the court
were  to  address  the  issue  of  whether  or  not  the 1940 Act applies to the
partnerships  and the proposed consolidation, it could remove the major obstacle
to the settlement being finally consummated.  The Defendants also requested that
the  court schedule a hearing to address on a preliminary basis the objection to
the  proposed  settlement  raised  in  the  staff's  May  10,  2001  letter.

Plaintiffs'  Counsel  also submitted a Plaintiffs' Status Report to the court on
May  15,  2001 in which they reported that the SEC review has not been concluded
and  that  they notified the Defendants that they would not agree to continue to
stay  the  further  prosecution of the litigation in favor of the settlement and
that they intend to seek court approval to immediately resume active prosecution
of  the claims of the Plaintiffs.  Plaintiffs' Counsel stated in the Report that
the  "[p]laintiffs  continue  to  believe  that  the  settlement  is in the best
interests  of  the  Operating Partnership Sub-class.  However, since the SEC has
yet  to complete its review of the proxy, the Plaintiffs do not believe that the
litigation  should  continue  to  be  stayed  so  that  the SEC may continue its
regulatory  review  for  an  indefinite period of time."  Plaintiffs requested a
pre-trial  conference  to  schedule  filing  of  Plaintiffs'  motion  for  class
certification  on  or before May 29, 2001 and resumption of merits discovery and
discovery  related  to  the  class  certification  motion.

Subsequently,  after  a  status  conference  on May 31 2001, the court issued an
order  on  June 4, 2001 setting a trial date of March 4, 2002, referred the case
to mediation and referred discovery to a magistrate judge.   The Defendant's and
Plaintiff's  Counsel  have  continued  to negotiate toward a settlement and have
reached  agreement  as  to  its  principal  business  terms.  As  part  of  the
settlement, EFG has agreed to buy the loans made by the Exchange Partnerships to
Echelon  Residential  Holdings  for an aggregate of $32 million plus interest at
7.5%  per  annum, if they are not repaid prior to or at their scheduled maturity
date.  Upon  completion  of a stipulation of settlement, the parties will submit
the  settlement  to  the  court  for  approval.

There  can  be  no  assurance  that  a settlement of the sub-class involving the
Exchange  Partnerships  will  receive  final  Court  approval  and  be effected.
However,  in  the  absence  of  a  final  settlement  approved by the Court, the
Defendants  intend to defend vigorously against the claims asserted in the Class
Action Lawsuit.  Neither the General Partner nor its affiliates can predict with
any  degree of certainty the cost of continuing litigation to the Partnership or
the  ultimate  outcome.


NOTE  11  -  SUBSEQUENT  EVENT
------------------------------


During  the  second  quarter  of  2001,  the  General  Partner  determined  that
recoverability  of  the  loan  receivable had been impaired and at June 30, 2001
recorded  an  impairment  of  $318,500, reflecting the General Partner's current
assessment  of  the  amount  of  loss  that  is  likely  to  be  incurred by the
Partnership.  In  addition  to  the  write-down  recorded  at June 30, 2001, the
Partnership  reserved  all  accrued  interest  of  $590,772 recorded on the loan
receivable  through  March 31, 2001 and has ceased accruing interest on its loan
receivable  from  Echelon  Residential  Holdings,  effective  April  1,  2001.

The  write-down  was  precipitated principally by a slowing U.S. economy and its
effects  on  the real estate development industry.  The economic outlook for the
properties  that existed when the loan was funded has deteriorated and inhibited
the  ability  of  Echelon  Residential  Holdings'  management to secure low-cost
sources  of  development  capital, including but not limited to joint-venture or
equity partners.  In response to these developments and lower risk tolerances in
the  credit  markets,  the management of Echelon Residential Holdings decided in
the second quarter of 2001 to concentrate its prospective development activities
within  the southeastern United States and, therefore, to dispose of development
sites  located  elsewhere.  In May 2001, Echelon Residential Holdings closed its
Texas-based development office; and since the beginning of 2001, the company has
sold three of nine properties (two in July 2001 and one in October 2001).  As of
November  2001, one additional property is under contract to be sold, subject to
due  diligence  that  remains  pending.  As  a result of these developments, the
General  Partner does not believe that Echelon Residential Holdings will realize
the profit levels originally believed to be achievable from either selling these
properties  as  a  group  or  developing all of them as multi-family residential
communities.

<PAGE>


                  AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP

                                   FORM 10-Q/A

                          PART I. FINANCIAL INFORMATION



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

Certain  statements in this quarterly report of AIRFUND II International Limited
Partnership  (the  "Partnership")  that  are  not  historical  fact  constitute
"forward-looking  statements"  within  the  meaning  of  the  Private Securities
Litigation  Reform  Act  of  1995  and  are  subject  to  a variety of risks and
uncertainties.  There are a number of factors that could cause actual results to
differ  materially  from  those expressed in any forward-looking statements made
herein.  These factors include, but are not limited to, the outcome of the Class
Action  Lawsuit  described  in Note 10 to the accompanying financial statements,
the  remarketing  of  the  Partnership's  aircraft  and  the  performance of the
Partnership's  non-aircraft  assets.

The  Investment  Company Act of 1940 (the "1940 Act") places restrictions on the
capital  structure  and  business activities of companies registered thereunder.
The  Partnership  has  active  business  operations  in  the  financial services
industry,  including  equipment  leasing  and  the  loan  to Echelon Residential
Holdings  LLC  ("Echelon Residential Holdings"). The Partnership does not intend
to  engage  in  investment  activities  in  a  manner or to an extent that would
require the Partnership to register as an investment company under the 1940 Act.
However,  it  is  possible that the Partnership may unintentionally engage in an
activity  or  activities  that  may be construed to fall within the scope of the
1940  Act.  The  General Partner is engaged in discussions with the staff of the
Securities  and  Exchange  Commission  ("SEC")  regarding  whether  or  not  the
Partnership  may  be  an  inadvertent investment company as a consequence of the
above-referenced  loan.  The  1940  Act,  among  other  things,  prohibits  an
unregistered investment company from offering securities for sale or engaging in
any  business  in  interstate  commerce  and, consequently, leases and contracts
entered  into  by partnerships that are unregistered investment companies may be
voidable.  The  General  Partner  has  consulted  counsel  and believes that the
Partnership  is not an investment company. If the Partnership were determined to
be an unregistered investment company, its business would be adversely affected.
The General Partner has determined to take action to avoid the Partnership being
deemed  an  investment  company by disposing or acquiring certain assets that it
might  not  otherwise  dispose  or  acquire.

On  May  11,  2001,  the  general  partners of the partnerships that are nominal
defendants in the Class Action Lawsuit received a letter dated May 10, 2001 from
the  Associate  Director  and  Chief  Counsel  of  the  Division  of  Investment
Management  of  the  SEC  informing  the  general partners that the staff of the
Division  believes  that  American  Income  Partners  V-A  Limited  Partnership,
American  Income  Partners V-B Limited Partnership, American Income Partners V-C
Limited  Partnership, American Income Partners V-D Limited Partnership, American
Income  Fund I-A, American Income Fund I-B, American Income Fund I-E and AIRFUND
II  International  Limited  Partnership  (the  "Designated  Partnerships")  are
investment  companies as defined in Section 3(a)(1)(c) of the 1940 Act.  The SEC
staff noted that Section 7 of the 1940 Act makes it unlawful for an unregistered
investment  company  to  offer or sell or purchase any security or engage in any
business  in  interstate  commerce.  Accordingly,  Section  7 would prohibit any
partnership  that  is  an  unregistered  investment company from engaging in any
business  in interstate commerce, except transactions that are merely incidental
to  its  dissolution.  The  letter  also stated that the Division is considering
enforcement  action with respect to this matter.  Noting that the parties to the
Class Action Lawsuit are scheduled to appear before the court in the near future
to  consider a proposed settlement, and that the SEC staff's views, as expressed
in  the  letter, are relevant to the specific matters that will be considered by
the  court  at  the hearing, the SEC staff submitted the letter to the court for
its  consideration.

On  May  15,  2001,  Defendants' Counsel filed with the court Defendants' Status
Report  pursuant to the court's March 12, 2001 Order.  Defendants reported that,
notwithstanding  the  parties'  best  efforts,  the  staff  of  the  SEC has not
completed  its  review  of  the  solicitation  statement  in connection with the
proposed  settlement  of  the Class Action Lawsuit.  Nonetheless, the Defendants
stated their belief that the parties should continue to pursue the court's final
approval  of  the proposed settlement.  In this regard, the Defendants also have
maintained, on the advice of special 1940 Act counsel that, even if the 1940 Act
applies  to  the  Designated  Partnerships, the 1940 Act does not prohibit going
forward  with  the proposed settlement, as that transaction is merely incidental
to  a  dissolution  of  the  Partnerships  and  therefore  is not subject to the
prohibitions  of  Section  7  of  the  1940  Act.

The Defendants also referred to the SEC staff's letter of May 10, 2001 asserting
that  certain  of the partnerships are investment companies and special 1940 Act
counsel's  submissions  to  the SEC staff setting forth the reasons why the 1940
Act  does  not  apply  to  the  Designated Partnerships, noting that counsel had
informed  the  staff  of  the Division of Investment Management that, based upon
counsel's  understanding  of the surrounding circumstances and after an in-depth
analysis  of  the  applicable law, counsel is willing to issue an opinion of the
firm  that none of the partnerships is an investment company under the 1940 Act.
The  Defendants stated their belief that the proposed settlement is still viable
and  in  the  best  interests  of  the parties and that final approval should be
pursued.  The  Defendants  advised the court that they believe that if the court
were  to  address  the  issue  of  whether  or  not  the 1940 Act applies to the
partnerships  and the proposed consolidation, it could remove the major obstacle
to the settlement being finally consummated.  The Defendants also requested that
the  court schedule a hearing to address on a preliminary basis the objection to
the  proposed  settlement  raised  in  the  SEC  staff's  May  10,  2001 letter.

Plaintiffs'  Counsel  also submitted a Plaintiffs' Status Report to the court on
May  15,  2001 in which they reported that the SEC review has not been concluded
and  that  they notified the Defendants that they would not agree to continue to
stay  the  further  prosecution of the litigation in favor of the settlement and
that they intend to seek court approval to immediately resume active prosecution
of  the claims of the Plaintiffs.  Plaintiffs' Counsel stated in the Report that
the  "[p]laintiffs  continue  to  believe  that  the  settlement  is in the best
interests  of  the  Operating Partnership Sub-class.  However, since the SEC has
yet  to complete its review of the proxy, the Plaintiffs do not believe that the
litigation  should  continue  to  be  stayed  so  that  the SEC may continue its
regulatory  review  for  an  indefinite period of time."  Plaintiffs requested a
pre-trial  conference  to  schedule  filing  of  Plaintiffs'  motion  for  class
certification  on  or before May 29, 2001 and resumption of merits discovery and
discovery  related  to  the  class  certification  motion.

Subsequently,  after  a  status  conference on May 31, 2001, the court issued an
order  on  June 4, 2001 setting a trial date of March 4, 2002, referred the case
to mediation and referred discovery to a magistrate judge.   The Defendant's and
Plaintiff's  Counsel  have  continued  to negotiate toward a settlement and have
reached  agreement  as  to  its  principal  business  terms.  As  part  of  the
settlement, EFG has agreed to buy the loans made by the Exchange Partnerships to
Echelon  Residential  Holdings  for an aggregate of $32 million plus interest at
7.5%  per  annum, if they are not repaid prior to or at their scheduled maturity
date.  Upon  completion  of a stipulation of settlement, the parties will submit
the  settlement  to  the  court  for  approval.

There  can  be  no  assurance  that  a settlement of the sub-class involving the
Exchange  Partnerships  will  receive  final  Court  approval  and  be effected.
However,  in  the  absence  of  a  final  settlement  approved by the Court, the
Defendants  intend to defend vigorously against the claims asserted in the Class
Action Lawsuit.  Neither the General Partner nor its affiliates can predict with
any  degree of certainty the cost of continuing litigation to the Partnership or
the  ultimate  outcome.  See  Note  8 to the financial statements for additional
discussion.

The  loan  receivable from Echelon Residential Holdings was previously accounted
for  and  reported  in accordance with the guidance for Acquisition, Development
and  Construction  Arrangements  ("ADC  arrangements")  in  the  Partnership's
financial  statements  as  of  and for the year December 31, 2000.  The loan was
presented as an investment in a real estate venture and was presented net of the
Partnership's  share  of losses in Echelon Residential Holdings. The Partnership
was  allocated  its  proportionate  share  of  the  unconsolidated  real  estate
venture's  net  loss,  excluding  the interest expense on the loan, based on the
balance  of  its  loan receivable in relation to the real estate venture's total
equity  and  notes  payable,  including  the  ADC  arrangements.
Subsequent  to  the  issuance  of the 2000 Form 10-K and the March 31, 2001 Form
10-Q,  the  Partnership  determined that the loan receivable should be accounted
for  consistent  with  its  legal  form and the Partnership should recognize the
interest  income,  as calculated per the contractual terms of the loan agreement
to the extent such interest income was evaluated as likely to be collected.  The
loan  receivable  and  related interest should be evaluated for impairment under
Statement of Financial Accounting Standards No. 114 "Accounting by Creditors for
Impairment  of  a  Loan".
Accordingly,  the  Partnership  reversed  the  proportionate  share of losses in
Echelon  Residential  Holdings  of  $74,703 and $3,562, respectively, previously
recorded  during  the  quarters  ended  March  31,  2001 and March 31, 2000, and
recognized  interest  income  of  $144,686  and  $33,973,  respectively.  These
adjustments  resulted in a decrease in the net loss for the quarters ended March
31,  2001  and  2001, respectively, of $219,389 and $37,535 or $0.07 and  $0.01,
respectively,  per  limited  partnership  unit.  As  a  result, the accompanying
financial  statements  for  the  quarters  ended March 31, 2001 and 2000 and the
Partnership's  Statement of Financial Position as of December 31, 2000 have been
restated  from  the  amounts  previously  reported.

During  the  second  quarter  of  2001,  the  General  Partner  determined  that
recoverability  of  the  loan  receivable had been impaired and at June 30, 2001
recorded  an  impairment  of  $318,500, reflecting the General Partner's current
assessment  of  the  amount  of  loss  that  is  likely  to  be  incurred by the
Partnership.  In  addition  to  the  write-down  recorded  at June 30, 2001, the
Partnership  reserved  all  accrued  interest  of  $590,772 recorded on the loan
receivable  through  March 31, 2001 and has ceased accruing interest on its loan
receivable  from  Echelon  Residential  Holdings,  effective  April  1,  2001.

The  write-down  was  precipitated principally by a slowing U.S. economy and its
effects  on  the real estate development industry.  The economic outlook for the
properties  that existed when the loan was funded has deteriorated and inhibited
the  ability  of  Echelon  Residential  Holdings'  management to secure low-cost
sources  of  development  capital, including but not limited to joint-venture or
equity partners.  In response to these developments and lower risk tolerances in
the  credit  markets,  the management of Echelon Residential Holdings decided in
the second quarter of 2001 to concentrate its prospective development activities
within  the southeastern United States and, therefore, to dispose of development
sites  located  elsewhere.  In May 2001, Echelon Residential Holdings closed its
Texas-based development office; and since the beginning of 2001, the company has
sold three of nine properties (two in July 2001 and one in October 2001).  As of
November  2001, one additional property is under contract to be sold, subject to
due  diligence  that  remains  pending.  As  a result of these developments, the
General  Partner does not believe that Echelon Residential Holdings will realize
the profit levels originally believed to be achievable from either selling these
properties  as  a  group  or  developing all of them as multi-family residential
communities.


Three  months  ended March 31, 2001 compared to the three months ended March 31,
--------------------------------------------------------------------------------
2000
----

As  an  equipment  leasing partnership, the Partnership was organized to acquire
and  lease  a  portfolio  of commercial jet aircraft subject to lease agreements
with  third  parties.  During  1990  and  1991,  the  Partnership purchased four
commercial jet aircraft and a proportionate interest in two additional aircraft,
which  were  leased  by  major  carriers,  engaged  in passenger transportation.
Initially, each aircraft generated rental revenue pursuant to primary-term lease
agreements.  Subsequently,  all  of  the  aircraft in the Partnership's original
portfolio  have  been re-leased, renewed, exchanged for other aircraft, or sold.
At  March 31, 2001, the Partnership's equipment portfolio included proportionate
ownership  interests in three aircraft, all of which were on lease at that date,
and  two  aircraft  engines  which  were  warehoused.  In  addition, in 2000 the
Partnership  entered  into a conditional sales agreement related to its interest
in  an  aircraft.  Presently,  the Partnership is a Nominal Defendant in a Class
Action Lawsuit, the outcome of which could significantly alter the nature of the
Partnership's  organization and its future business operations.  (See Note 10 to
the  accompanying  financial  statements.)  Pursuant to the Amended and Restated
Agreement  and  Certificate  of Limited Partnership (the "Restated Agreement, as
amended"),  the  Partnership  is scheduled to be dissolved by December 31, 2005.


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

For  the three months ended March 31, 2001, the Partnership recognized operating
lease revenue of $155,995 compared to $109,420 for the same period in 2000.  The
increase in operating lease revenue from 2000 to 2001 resulted from the re-lease
of  certain  of  the  Partnership's aircraft, as discussed below. In the future,
operating lease revenue is expected to decline due to lease term expirations and
aircraft  sales.

The  lease  term  associated  with  the Boeing 737-2H4, in which the Partnership
holds  an  ownership  interest,  expired  in  December  1999.  The  aircraft was
re-leased  in  September  2000  to  Air  Slovakia  BWJ,  Ltd., with a lease term
expiring  in September 2003.  The Partnership recognized operating lease revenue
of  $29,498  for  the  quarter  ended  March  31,  2001.

The  lease term associated with a McDonnell-Douglas MD-82 aircraft, in which the
Partnership  holds an ownership interest, expired in January 2000.  The aircraft
was re-leased in September 2000 to Aerovias de Mexico S.A. de C.V., with a lease
term  expiring  in  September 2004.  The Partnership recognized lease revenue of
$73,522 and $29,074 related to this aircraft during the three months ended March
31,  2001  and  2000,  respectively.

In  October  2000,  the  Partnership  and  certain  of its affiliates executed a
conditional  sales  agreement  with  Royal  Aviation  Inc.  for  the sale of the
Partnership's  interest  in  a  Boeing  737-2H4 aircraft. This aircraft had been
stored  in  the  warehouse from January 2000 through the date of the conditional
sale  in  October  2000.  The  title to the aircraft transfers to Royal Aviation
Inc.,  at  the  expiration of the lease term.  The sale of the aircraft has been
recorded by the Partnership as a sales-type lease, with a lease term expiring in
January  2002.  For  the  three  months  ended  March  31, 2001, the Partnership
recognized  sales-type  lease  revenue  of  $3,351.

The  Partnership's  aircraft  interests  represent  proportionate  ownership
interests.  In  such  cases,  the remaining interests are owned by an affiliated
equipment leasing program sponsored by Equis Financial Group Limited Partnership
("EFG").  The  Partnership and each affiliate individually report, in proportion
to  their  respective  ownership  interests,  their respective shares of assets,
liabilities,  revenues,  and  expenses  associated  with  the  aircraft.

Interest  income for the three months ended March 31, 2001 was $144,686 compared
to  $33,973 for the same period in 2000.  Interest income is typically generated
from  temporary  investment  of  rental  receipts and equipment sale proceeds in
short-term  instruments and interest earned on the loans receivable from Echelon
Residential  Holdings  and  Semele.  The  amount  of  future  interest income is
expected  to  fluctuate as a result of changing interest rates and the amount of
cash  available  for  investment,  among  other  factors.

Interest  income  included  $144,686  and  $33,973,  respectively, for the three
months ended March 31, 2001 and 2000, earned on the loan receivable from Echelon
Residential  Holdings.  On March 8, 2000, the Partnership utilized $3,640,000 of
available  cash  for  the  loan  to  Echelon  Residential  Holdings.  The entire
principal  and all accrued interest on the loan is due at the loan's maturity on
September  8,  2002.

The loan receivable was previously accounted for and reported in accordance with
the  guidance  for  Acquisition, Development and Construction Arrangements ("ADC
arrangements")  in the Partnership's financial statements as of and for the year
December  31,  2000.  The  loan  was presented as an investment in a real estate
venture  and  was  presented net of the Partnership's share of losses in Echelon
Residential  Holdings.  The Partnership was allocated its proportionate share of
the  unconsolidated  real  estate  venture's  net  loss,  excluding the interest
expense  on the loan, based on the balance of its loan receivable in relation to
the  real  estate  venture's  total  equity and notes payable, including the ADC
arrangements.
Subsequent  to  the  issuance  of the 2000 Form 10-K and the March 31, 2001 Form
10-Q,  the  Partnership  determined that the loan receivable should be accounted
for  consistent  with  its  legal  form and the Partnership should recognize the
interest  income,  as calculated per the contractual terms of the loan agreement
to the extent such interest income was evaluated as likely to be collected.  The
loan  receivable  and  related interest should be evaluated for impairment under
Statement of Financial Accounting Standards No. 114 "Accounting by Creditors for
Impairment  of  a  Loan".
Accordingly,  the  Partnership  reversed  the  proportionate  share of losses in
Echelon  Residential  Holdings  of  $74,703 and $3,562, respectively, previously
recorded  during  the  quarters  ended  March  31,  2001 and March 31, 2000, and
recognized  interest  income  of  $144,686  and  $33,973,  respectively.  These
adjustments  resulted in a decrease in the net loss for the quarters ended March
31,  2001  and  2001, respectively, of $219,389 and $37,535 or $0.07 and  $0.01,
respectively,  per  limited  partnership  unit.  As  a  result, the accompanying
financial  statements  for  the  quarters  ended March 31, 2001 and 2000 and the
Partnership's  Statement of Financial Position as of December 31, 2000 have been
restated  from  the  amounts  previously  reported.

During  the  second  quarter  of  2001,  the  General  Partner  determined  that
recoverability  of  the  loan  receivable had been impaired and at June 30, 2001
recorded  an  impairment  of  $318,500, reflecting the General Partner's current
assessment  of  the  amount  of  loss  that  is  likely  to  be  incurred by the
Partnership.  In  addition  to  the  write-down  recorded  at June 30, 2001, the
Partnership  reserved  all  accrued  interest  of  $590,772 recorded on the loan
receivable  through  March 31, 2001 and has ceased accruing interest on its loan
receivable  from  Echelon  Residential  Holdings,  effective  April  1,  2001.

The  write-down  was  precipitated principally by a slowing U.S. economy and its
effects  on  the real estate development industry.  The economic outlook for the
properties  that existed when the loan was funded has deteriorated and inhibited
the  ability  of  Echelon  Residential  Holdings'  management to secure low-cost
sources  of  development  capital, including but not limited to joint-venture or
equity partners.  In response to these developments and lower risk tolerances in
the  credit  markets,  the management of Echelon Residential Holdings decided in
the second quarter of 2001 to concentrate its prospective development activities
within  the southeastern United States and, therefore, to dispose of development
sites  located  elsewhere.  In May 2001, Echelon Residential Holdings closed its
Texas-based development office; and since the beginning of 2001, the company has
sold three of nine properties (two in July 2001 and one in October 2001).  As of
November  2001, one additional property is under contract to be sold, subject to
due  diligence  that  remains  pending.  As  a result of these developments, the
General  Partner does not believe that Echelon Residential Holdings will realize
the profit levels originally believed to be achievable from either selling these
properties  as  a  group  or  developing all of them as multi-family residential
communities.

The  ultimate  realization of residual value for the Partnership's aircraft will
be dependent upon many factors, including EFG's ability to sell and re-lease the
aircraft.  Changing  market conditions, industry trends, technological advances,
and many other events can converge to enhance or detract from aircraft values at
any  given time.  EFG attempts to monitor these changes and the airline industry
in  general  in order to identify opportunities which may be advantageous to the
Partnership  and  which  will  maximize  total  cash  returns for each aircraft.

The  total  economic  value  realized upon final disposition of each aircraft is
comprised  of  all  primary  lease  term  revenue  generated from that aircraft,
together with its residual value.  The latter consists of cash proceeds realized
upon  the  aircraft's  sale in addition to all other cash receipts obtained from
renting  the  aircraft  on  a  re-lease,  renewal  or  month-to-month  basis.
Consequently,  the  amount  of any future gain or loss reported in the financial
statements  will  not  necessarily be indicative of the total residual value the
Partnership  achieved  from  leasing  the  aircraft.

For  the  three  months  ended March 31, 2001 and 2000, the Partnership incurred
interest  expense of $17,393 and $30,685, respectively.  Interest expense in the
near  term  will  increase  as a result of the Partnership's debt refinancing in
February  2001, as described below.  Subsequently, interest expense will decline
as  the principal balance of the note payable is reduced through the application
of  rent  receipts  to  the  outstanding  debt.

Management  fees were $10,750 and $5,471, respectively, during the periods ended
March 31, 2001 and 2000.  Management fees are based on 5% of gross lease revenue
generated  by  leases  and  2% of gross revenue generated by full payout leases.

Operating  expenses  were $141,432 and $116,277 for the three months ended March
31,  2001  and  2000,  respectively.  In  2001,  operating  expenses  included
approximately  $27,000  related to the Class Action Lawsuit discussed in Note 10
to  the  financial  statements  herein.  Other  operating  expenses  consist
principally of administrative charges, professional service costs, such as audit
and  other  legal  fees,  as  well  as  insurance,  printing,  distribution  and
remarketing  expenses.  In  certain  cases,  equipment  storage  or  repairs and
maintenance costs may be incurred in connection with equipment being remarketed.

Depreciation  expense  was  $65,346  for  the  three months ended March 31, 2001
compared  to  $79,837  for  the  same  period  in  2000.

Liquidity  and  Capital  Resources  and  Discussion  of  Cash  Flows
--------------------------------------------------------------------

The  Partnership  by  its  nature  is  a limited life entity.  The Partnership's
principal  operating  activities  derive  from  aircraft  rental  transactions.
Accordingly,  the  Partnership's  principal  source  of  cash from operations is
provided  by  the  collection of periodic rents.  These cash inflows are used to
satisfy  debt  service  obligations associated with leveraged leases, and to pay
management  fees and operating costs.  Operating activities generated a net cash
outflow  of  $20,832  and $211,110 for the three months ended March 31, 2001 and
2000,  respectively.  The amount of future cash from interest income is expected
to  fluctuate  as  a  result  of  changing  interest rates and the level of cash
available  for investment, among other factors.  The loan to Echelon Residential
Holdings  and  accrued interest thereon are due in full at maturity on September
8,  2002.  Overall,  expenses  associated  with  rental  activities,  such  as
management fees, and net cash flow from operating activities will decline as the
Partnership  remarkets  its  aircraft. The Partnership, however, may continue to
incur significant costs to facilitate the successful remarketing of its aircraft
in  the  future.  Ultimately, the Partnership will dispose of all aircraft under
lease.  This  will  occur  principally  through  sale  transactions whereby each
aircraft  will  be  sold to the existing lessee or to a third party.  Generally,
this  will  occur upon expiration of each aircraft's primary or renewal/re-lease
term.

At  March  31,  2001,  the  Partnership  was  due aggregate future minimum lease
payments  of  $1,486,359  from  contractual  operating  and  sales-type  lease
agreements  (see Note 4 to the financial statements), a portion of which will be
used  to amortize the principal balance of notes payable of $1,191,557 (see Note
9  to the financial statements).  At the expiration of the individual lease term
underlying the Partnership's future minimum lease payments, the Partnership will
sell  the aircraft or enter into a re-lease or renewal agreement when considered
by advantageous by the General Partner or EFG.  In addition, the General Partner
and  EFG  are  currently  attempting  to  remarket  the  McDonnell-Douglas MD-82
aircraft  and  the  two  aircraft  engines  that  are currently off lease.  Such
remarketing activities will result in the realization of additional cash inflows
in the form of sale proceeds or rents from renewals or re-leases, the timing and
extent  of  which cannot be predicted with certainty. This is because the timing
and extent of remarketing events often is dependent upon the needs and interests
of  the  existing  lessees.  Some  lessees  may  choose  to  renew  their  lease
contracts,  while  others  may  elect  to  return  the  aircraft.  In the latter
instances,  the aircraft could be re-leased to another lessee or sold to a third
party.

In connection with a preliminary settlement agreement for a Class Action Lawsuit
described  in  Note  10  to  the  financial  statements, the court permitted the
Partnership  to  invest  in any new investment, including but not limited to new
equipment or other business activities, subject to certain limitations. On March
8,  2000,  the  Partnership  loaned  $3,640,000  to  a  newly formed real estate
company, Echelon Residential Holdings, to finance the acquisition of real estate
assets  by  that  company.  Echelon Residential Holdings, through a wholly owned
subsidiary  ("Echelon  Residential LLC"), used the loan proceeds, along with the
loan proceeds from similar loans by ten affiliated partnerships representing $32
million  in  the  aggregate,  to acquire various real estate assets from Echelon
International  Corporation,  an  unrelated  Florida-based  real  estate company.
Echelon  Residential  Holding's  interest  in Echelon Residential LLC is pledged
pursuant  to a pledge agreement to the partnerships as collateral for the loans.
The  loan  has a term of 30 months, maturing on September 8, 2002, and an annual
interest  rate  of 14% for the first 24 months and 18% for the final six months.
Interest  accrues  and  compounds  monthly  and  is  payable  at  maturity.

The  loan  made  by the Partnership to Echelon Residential Holdings is, and will
continue  to  be,  subject  to  various  risks, including the risk of default by
Echelon  Residential  Holdings, which could require the Partnership to foreclose
under  the  pledge  agreement  on  its interests in Echelon Residential LLC. The
ability of Echelon Residential Holdings to make loan payments and the amount the
Partnership  may  realize  after  a  default  would  be dependent upon the risks
generally  associated  with  the real estate lending business including, without
limitation,  the existence of senior financing or other liens on the properties,
general  or  local economic conditions, property values, the sale of properties,
interest  rates,  real  estate  taxes,  other operating expenses, the supply and
demand  for  properties involved, zoning and environmental laws and regulations,
rent  control  laws  and  other  governmental  rules.  A  default  by  Echelon
Residential  Holdings  could  have  a material adverse effect on the future cash
flow  and  operating  results  of  the  Partnership.

During  the  second  quarter  of  2001,  the  General  Partner  determined  that
recoverability  of  the  loan  receivable had been impaired and at June 30, 2001
recorded  an  impairment  of  $318,500, reflecting the General Partner's current
assessment  of  the  amount  of  loss  that  is  likely  to  be  incurred by the
Partnership.  In  addition  to  the  write-down  recorded  at June 30, 2001, the
Partnership  reserved  all  accrued  interest  of  $590,772 recorded on the loan
receivable  through  March 31, 2001 and has ceased accruing interest on its loan
receivable  from  Echelon  Residential  Holdings,  effective  April  1,  2001.

The  write-down  was  precipitated principally by a slowing U.S. economy and its
effects  on  the real estate development industry.  The economic outlook for the
properties  that existed when the loan was funded has deteriorated and inhibited
the  ability  of  Echelon  Residential  Holdings'  management to secure low-cost
sources  of  development  capital, including but not limited to joint-venture or
equity partners.  In response to these developments and lower risk tolerances in
the  credit  markets,  the management of Echelon Residential Holdings decided in
the second quarter of 2001 to concentrate its prospective development activities
within  the southeastern United States and, therefore, to dispose of development
sites  located  elsewhere.  In May 2001, Echelon Residential Holdings closed its
Texas-based development office; and since the beginning of 2001, the company has
sold three of nine properties (two in July 2001 and one in October 2001).  As of
November  2001, one additional property is under contract to be sold, subject to
due  diligence  that  remains  pending.  As  a result of these developments, the
General  Partner does not believe that Echelon Residential Holdings will realize
the profit levels originally believed to be achievable from either selling these
properties  as  a  group  or  developing all of them as multi-family residential
communities.

The  Restated Agreement, as amended, prohibits the Partnership from making loans
to  the General Partner or its affiliates.  Since the acquisition of the several
parcels  of  real  estate  from the owner had to occur prior to the admission of
certain independent third parties as equity owners, Echelon Residential Holdings
and  its  wholly  owned  subsidiary,  Echelon  Residential  LLC,  were formed in
anticipation  of  their  admission.  The General Partner agreed to an officer of
the Manager serving as the initial equity holder of Echelon Residential Holdings
and  as  an  unpaid  manager of Echelon Residential Holdings. The officer made a
$185,465  equity  investment in Echelon Residential Holdings.  His return on his
equity  investment  is restricted to the same rate of return as the partnerships
realize  on  their  loans.  There  is  a  risk  that the court may object to the
general  partner's  action in structuring the loan in this way since the officer
may be deemed an affiliate and the loans in violation of the prohibition against
loans  to  affiliates  and  the  court's  statement  in its order permitting New
Investments  that  all  other provisions of the Partnership Agreements governing
the  investment  objectives and policies of the Partnership shall remain in full
force  and  effect.  The  court  may  require the partnerships to restructure or
divest  the  loan.

The  Partnership  obtained  long-term  financing  in  connection  with  certain
aircraft.  The origination of such indebtedness and the subsequent repayments of
principal are reported as components of financing activities in the accompanying
Statement  of  Cash  Flows.  The  Partnership's  outstanding  loan  agreement is
recourse  only  to  the  specific  aircraft  financed  and to the minimum rental
payments  contracted  to  be received during the debt amortization period (which
coincides  with  the lease term). As rental payments are collected, a portion or
all  of the rental payment is used to repay associated indebtedness. In the near
term,  the amount of cash used to repay the debt obligation will increase due to
the  refinancing  discussed  below.  Subsequently,  the amount of cash used will
decline  as  the  principal  balance  of the note payable is reduced through the
collection  and  application  of  rents.

In  February  2001, the Partnership's and certain affiliated investment programs
collectively,  (the  "Programs")  refinanced  the  outstanding  indebtedness and
accrued  interest  related  to  the  aircraft.  In  addition  to refinancing the
Programs'  total  existing  indebtedness and accrued interest of $4,758,845, the
Programs  received  additional  debt  proceeds of $3,400,177.  The Partnership's
aggregate  share of the refinanced and new indebtedness was $1,211,860 including
$706,831  used  to  repay  the existing indebtedness on the refinanced aircraft.
The  Partnership  used  a  portion  of  its  share of the additional proceeds of
$505,028  to  repay  the  outstanding  balance  of  the indebtedness and accrued
interest  related  to  the  aircraft then on lease to Finnair OY of $130,852 and
certain  aircraft  reconfiguration  costs  that  the  Partnership had accrued at
December  31,  2000.  The new indebtedness bears a fixed interest rate of 7.65%,
principal  is  amortized  monthly  and  the  Partnership  has  a balloon payment
obligation  at  the  expiration of the lease term of $404,138 in September 2004.
In  the  three  months  ended  March  31,  2000,  the Partnership refinanced the
indebtedness  associated  with  the same aircraft and in addition to refinancing
the  existing  indebtedness,  received  additional  debt  proceeds  of $201,247.

There  are no formal restrictions under the Restated Agreement, as amended, that
materially  limit  the  Partnership's  ability to pay cash distributions, except
that  the General Partner may suspend or limit cash distributions to ensure that
the  Partnership  maintains  sufficient working capital reserves to cover, among
other  things, operating costs and potential expenditures, such as refurbishment
costs  to  remarket  aircraft upon lease expiration. In addition to the need for
funds  in  connection  with  the  Class  Action Lawsuit, liquidity is especially
important  as  the Partnership matures and sells aircraft, because the remaining
aircraft portfolio consists of fewer revenue-producing assets that are available
to  cover  prospective cash disbursements.  Insufficient liquidity could inhibit
the  Partnership's ability to sustain its operations or maximize the realization
of  proceeds  from  remarketing  its  remaining  aircraft.

The  management  and  remarketing  of  aircraft can involve, among other things,
significant  costs  and  lengthy  remarketing  initiatives.  Although  the
Partnership's lessees are required to maintain the aircraft during the period of
lease  contract,  repair,  maintenance,  and/or  refurbishment  costs  at  lease
expiration can be substantial.  For example, an aircraft that is returned to the
Partnership  meeting  minimum  airworthiness  standards, such as flight hours or
engine  cycles,  nonetheless may require heavy maintenance in order to bring its
engines,  airframe  and  other  hardware  up  to  standards that will permit its
prospective  use  in  commercial  air  transportation.

At  March  31,  2001,  the  Partnership's equipment portfolio included ownership
interests  in  three  commercial  jet  aircraft,  one  of  which is a Boeing 737
aircraft.  The  Boeing  737  aircraft  is a Stage 2 aircraft, meaning that it is
prohibited  from  operating  in the United States unless it is retro-fitted with
hush-kits  to meet Stage 3 noise regulations promulgated by the Federal Aviation
Administration.  During  2000,  the  aircraft was re-leased to Air Slovakia BWJ,
Ltd.  through  September  2003.The  remaining  two aircraft in the Partnership's
portfolio  already  are  Stage  3  compliant.  These  aircraft  have lease terms
expiring in April 2001 and September 2004, respectively.  In April 2001 upon its
lease  expiration,  Finnair OY returned a McDonnell Douglas MD-82 aircraft which
the  General  Partner  is  attempting  to  remarket.

In  any  given  year,  it  is  possible that Recognized Owners will be allocated
taxable  income  in  excess  of  distributed cash.  This discrepancy between tax
obligations  and  cash  distributions may or may not continue in the future, and
cash  may  or  may  not  be  available for distribution to the Recognized Owners
adequate  to  cover  any  tax  obligation.

The  Partnership's  capital  account  balances  for  federal  income tax and for
financial reporting purposes are different primarily due to differing treatments
of  income  and expense items for income tax purposes in comparison to financial
reporting  purposes  (generally  referred to as permanent or timing differences;
see  Note  9  to  the  financial  statements presented in the Partnership's 2000
Annual Report).  For instance, selling commissions and organization and offering
costs  pertaining  to syndication of the Partnership's limited partnership units
are  not  deductible  for  federal  income  tax  purposes, but are recorded as a
reduction  of  partners'  capital  for financial reporting purposes.  Therefore,
such  differences  are  permanent  differences  between  capital  accounts  for
financial  reporting and federal income tax purposes.  Other differences between
the  bases  of  capital  accounts for federal income tax and financial reporting
purposes occur due to timing differences consisting of the cumulative difference
between  income or loss for tax purposes and financial statement income or loss.
The principal component of the cumulative difference between financial statement
income  or  loss  and  tax  income  or  loss results from different depreciation
policies  for  book  and  tax  purposes.

For  financial reporting purposes, the General Partner has accumulated a capital
deficit  at  March 31, 2001.  This is the result of aggregate cash distributions
to the General Partner being in excess of its capital contribution of $1,000 and
its  allocation  of  financial  statement  net  income or loss.  Ultimately, the
existence  of  a capital deficit for the General Partner for financial reporting
purposes is not indicative of any further capital obligations to the Partnership
by  the General Partner.  The Restated Agreement, as amended, requires that upon
the  dissolution  of  the  Partnership,  the General Partner will be required to
contribute to the Partnership an amount equal to any negative balance, which may
exist  in  the General Partner's tax capital account.  At December 31, 2000, the
General  Partner  had  a  positive  tax  capital  account  balance.

The  Partnership  is  a Nominal Defendant in a Class Action Lawsuit described in
Note  10  to  the  accompanying  financial  statements. The General Partner will
continue  to  suspend  the payment of quarterly cash distributions pending final
resolution  of the Class Action Lawsuit.  Accordingly, future cash distributions
are  not  expected  to  be  paid  until  the  Class Action Lawsuit is settled or
adjudicated.


Item  3.  Quantitative  and  Qualitative  Disclosures  about  Market  Risk
--------------------------------------------------------------------------

The  Partnership's  financial  statements include financial instruments that are
exposed  to  interest  rate  risks.

The  Partnership has one note payable outstanding at March 31, 2001, which bears
a  fixed  interest  rate of 7.65%.  The fair market value of fixed interest rate
debt  may be adversely impacted due to a decrease in interest rates.  The effect
of  interest rate fluctuations on the Partnership in the quarter ended March 31,
2001  was  not  material.

The  Partnership's  loan to Echelon Residential Holdings matures on September 8,
2002  and  earns  interest at a fixed annual rate of 14% for the first 24 months
and  a fixed annual rate of 18% for the last 6 months of the loan, with interest
due at maturity.  The effect of interest rate fluctuations on the Partnership in
the  quarter  ended  March  31,  2001  was  not  material.

<PAGE>


                  AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP

                                   FORM 10-Q/A

                           PART II. OTHER INFORMATION

<TABLE>
<CAPTION>



<S>           <C>

  Item 1.     Legal Proceedings
  .           Response:

  .           Refer to Note 9 to the financial statements herein.

  Item 2.     Changes in Securities
  .           Response:  None

  Item 3.     Defaults upon Senior Securities
  .           Response:  None

  Item 4.     Submission of Matters to a Vote of Security Holders
  .           Response:  None

  Item 5.     Other Information
  .           Response:  None

  Item 6(a).  Exhibits
  .           Response:  None

  Item 6(b).  Reports on Form 8-K
  .           Response:  None
</TABLE>




<PAGE>


                                 SIGNATURE PAGE




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.



                  AIRFUND II International Limited Partnership


By:        AFG  Aircraft  Management  Corporation,  a
             Massachusetts  corporation  and  the  General
             Partner  of  the  Registrant.


By:        /s/  Michael  J.  Butterfield
            ----------------------------
             Michael  J.  Butterfield
             Treasurer  of  AFG  Aircraft  Management  Corporation
             (Duly  Authorized  Officer  and
             Principal  Financial  and  Accounting  Officer)


Date:     November  13,  2001
          -------------------