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

                                    FORM 10-Q



                                   (Mark One)

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

             For the quarterly period ended      September 30, 2002
                                            -----------------------

                                       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 LIQUIDATING TRUST
         --------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

             c/o Wilmington Trust Company, 1100 North Market Street,
    Wilmington, Delaware                                                19890
   (Address of principal executive offices)                        (Zip Code)


Registrant's  telephone  number,  including  area  code     (781)  676-0009
                                                        -------------------

AIRFUND  II  International  Limited  Partnership
1050  Waltham  Street,  Suite  310,  Lexington,  MA
---------------------------------------------------
(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>



         AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP LIQUIDATING TRUST

                                    FORM 10-Q

                                      INDEX


<TABLE>
<CAPTION>


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

                Statement of Net Assets in Liquidation at September 30, 2002              3

                Statement of Changes in Net Assets in Liquidation (Liquidation Basis)
                for the period July 18, 2002 (Inception) through September 30, 2002       4

                Notes to the Financial Statements                                         5

     Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                                      9

     Item 3. Quantitative and Qualitative Disclosures about Market Risk                  11

     Item 4. Controls and Procedures                                                     11

PART II. OTHER INFORMATION:

     Item 1 - 6                                                                          12
</TABLE>




<PAGE>

         AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP LIQUIDATING TRUST

                    STATEMENT OF NET ASSETS IN LIQUIDATION AT
                               SEPTEMBER 30, 2002

                                   (UNAUDITED)

<TABLE>
<CAPTION>


ASSETS
<S>                                        <C>
Cash and cash equivalents                  $1,870,233
Rents receivable                                5,244
Accounts receivable - affiliate                16,304
Net assets due from the Partnership            42,110
Other assets                                   26,598
Interest receivable - loan                    687,499
Loan receivable                             3,076,074
Equipment                                     668,250
                                           ----------


      Total assets                         $6,392,312
                                           ==========


LIABILITIES AND NET ASSETS IN LIQUIDATION

Accrued liabilities                        $  379,132
Accrued liabilities-affiliates                  1,053
                                           ----------
     Total liabilities                        380,185
                                           ----------

Net assets in liquidation                  $6,012,127
                                           ==========
</TABLE>

















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

<PAGE>

         AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP LIQUIDATING TRUST

      STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION (LIQUIDATION BASIS)
       FOR THE PERIOD JULY 18, 2002 (INCEPTION) THROUGH SEPTEMBER 30, 2002

                                   (UNAUDITED)


<TABLE>
<CAPTION>

<S>                                              <C>
Net assets at July 18, 2002                      $         0

Transfer of net assets at liquidation basis        9,599,475

Net loss from operations                            (200,985)

Distributions                                     (3,386,363)
                                                 ------------

Net assets in liquidation at September 30, 2002  $ 6,012,127
                                                 ============
</TABLE>





























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

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


                                   (UNAUDITED)


NOTE  1  -  ORGANIZATION
------------------------

AIRFUND II International Limited Partnership Liquidating Trust (the "Trust") was
formed as of July 18, 2002 pursuant to a Liquidating Trust Agreement of the same
date  by  and  between  Wilmington Trust Company, as Trustee (the "Trustee") and
AIRFUND  II  International  Limited  Partnership,  a  Massachusetts  limited
partnership (the "Partnership").  In accordance with the terms of the settlement
of the class and derivative action lawsuit entitled Leonard Rosenblum, et al. v.
Equis  Financial  Group  Limited  Partnership,  et  al.  (the  "Settlement") and
pursuant to a Plan of Liquidation and Dissolution dated as of July 18, 2002, the
Partnership  dissolved  and  transferred  all  of  its  remaining  assets  and
liabilities  to the Trust, including a $2,208,000 cash reserve set aside for the
estimated  contingent  liabilities  of  the Partnership and the Trust.  From and
after  July  18,  2002, unitholders of the Partnership are deemed to be pro rata
beneficial  interest  holders  in  the  Trust.  Pursuant  to  the  terms  of the
Liquidating  Trust  Agreement,  the  Trust  shall  complete  the liquidation and
distribution  of the assets and the satisfaction or discharge of the liabilities
of  the  Partnership.


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

The  Trust's  financial  statements have been prepared on a liquidation basis of
accounting,  in  accordance with accounting principles generally accepted in the
United  States  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  financial  statements  and related
footnotes  presented  in  the 2001 Annual Report (Form 10-K) of the Partnership.
Except as disclosed herein, there has been no material change to the information
presented in the footnotes to the 2001 Annual Report of the Partnership included
in  Form  10-K.

In  accordance  with the liquidation basis of accounting, the carrying values of
the  assets  are  presented  at  net  realizable amounts and all liabilities are
presented  at estimated settlement amounts, including estimated costs associated
with  completing  the liquidation.  Preparation of the financial statements on a
liquidation  basis requires significant assumptions by management, including the
estimate  of liquidation costs and the resolution of any contingent liabilities.
There  may be differences between the assumptions and the actual results because
events  and  circumstances  frequently  do  not  occur  as  expected.  Those
differences,  if any, could result in a change in the net assets recorded in the
Statement  of  Net  Assets  in  Liquidation  at  September  30,  2002.

In the opinion of the Trust, all adjustments (consisting of normal and recurring
adjustments)  considered  necessary  to  present  fairly  the  net  assets  in
liquidation  at  September 30, 2002 and the changes in net assets in liquidation
for  the  period July 18, 2002 through September 30, 2002 have been made and are
reflected  in  the  accompanying  financial  statements.

The  net adjustment required to convert from the going concern (historical cost)
basis  of  accounting  to the liquidation basis of accounting was an increase in
net  assets  of $33,709.  This amount is reflected in the transfer of net assets
at  liquidation  basis in the Statement of Changes in Net Assets in Liquidation.
Significant  changes  in  the  carrying  value  of  assets  and  liabilities are
summarized  as  follows:

<TABLE>
<CAPTION>

<S>                                                <C>
Adjustment to equipment                            $ (89,591)
Increase in loan and interest receivable (Note 5)    395,300
Adjustment to accrued expenses                       108,000
Estimated liquidation costs                         (380,000)
                                                   ----------

Total adjustment to liquidation basis              $  33,709
                                                   ==========
</TABLE>



NOTE  3  -  NET  ASSETS  DUE  FROM  THE  PARTNERSHIP
----------------------------------------------------
At  September  30,  2002,  the Trust was due approximately $42,110 of net assets
from  the  Partnership,  as  follows:

<TABLE>
<CAPTION>

<S>                                                <C>
Cash                                               $  32,167
Aircraft at net realizable value                     889,438
Note payable (non-recourse) and accrued interest,
  at net realizable value                           (879,495)
                                                   ----------

Total adjustment to liquidation basis              $  42,110
                                                   ==========
</TABLE>



The  cash  amount  was  transferred  to  the  Trust  in  November  2002.


NOTE  4  -  EQUIPMENT
---------------------

At  September  30,  2002,  the  Trust's  remaining equipment, which represents a
proportionate ownership interest, was an aircraft held for re-lease or sale with
an  original proportionate cost of approximately $2,079,000 and a net realizable
value  of  approximately  $668,000, which represents the McDonnell Douglas MD-82
aircraft  returned  in  April  2001.  The Trust is actively seeking to sell this
aircraft.


NOTE  5  -  LOAN  RECEIVABLE
----------------------------

On  or prior to July 18, 2002, Equis Financial Group Limited Partnership ("EFG")
agreed  to  buy  a loan, presently held by the Trust, made by the Partnership to
Echelon  Residential Holdings LLC ("Echelon Residential Holdings").  Pursuant to
the  terms  of  the  Settlement,  EFG  agreed  to purchase the loan on or before
December  31,  2002  for  its  original  principal value of $3,640,000, less any
amounts  previously  paid,  together with interest accruing at an annual rate of
7.5%.  This  loan  was  originally  made  to Echelon Residential Holdings by the
Partnership  together  with  loans  made  by  ten other affiliated partnerships.
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.  In  connection with the loan, 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.  The loan had a term of 30
months  and matured on September 8, 2002.  The loan bore an annual interest rate
of 14% for the first 24 months and 18% for the final 6 months.  Interest accrues
and compounds monthly and was payable at maturity.  The loan and related accrued
interest  were  increased  to  their estimated net realizable amounts during the
Partnership's adjustment to liquidation accounting in the amount $395,300, which
is  reflected  in  the  amount  of  net  assets  transferred  into  the  Trust.
In  accordance  with  the  Settlement and in anticipation of the purchase of the
loan  by  EFG,  The  Trust  has  agreed not to foreclose or initiate foreclosure
procedures  on  the  loans  and  believes  the  net  carrying  value of the loan
receivable  is  appropriate.
The  Trust has been provided with the summarized unaudited financial information
for  Echelon  Residential  Holdings  as  of and for the nine month periods ended
September  30,  2002  and  2001,  respectively,  as  follows:
<TABLE>
<CAPTION>


                                            2002           2001
                                        -------------  -------------
<S>                                     <C>            <C>
Total assets                            $ 90,565,683   $ 81,508,282
Total liabilities                       $111,989,048   $ 89,882,493
Minority interest                       $  1,491,036   $  1,688,330
Total deficit                           $(22,914,401)  $(10,062,541)

Total revenues                          $  6,608,783   $  9,371,321
Total expenses, minority interest
  and equity in loss of unconsolidated
  joint venture                         $ 13,818,589   $ 15,574,223
Net loss                                $ (7,209,806)  $ (6,202,902)
</TABLE>




NOTE  6  -  RELATED  PARTY  TRANSACTIONS
----------------------------------------

During the liquidation process, certain operating expenses incurred by the Trust
are  paid  by EFG in its role as manager to the Trust.  EFG is reimbursed by the
Trust  at its actual cost for such expenditures.   Fees and other costs incurred
during  the  period July 18, 2002 through September 30, 2002, which were paid or
accrued  by  the  Trust  to  EFG  or  its  affiliates,  are  as  follows:
<TABLE>
<CAPTION>


<S>                        <C>
Equipment management fees  $   290
Administrative charges      17,297
                           -------

          Total            $17,587
                           =======
</TABLE>



All  rents  and  proceeds from the sale of equipment owned by the Trust are paid
directly  to  EFG.  EFG  temporarily  deposits  collected  funds  in  a separate
interest-bearing  escrow account prior to remittance to the Trust.  At September
30,  2002,  the  Trust was owed $16,304 from EFG for such funds and the interest
thereon.  These  funds  were  remitted  to  the  Trust  in  October  2002.

The  discussion  of  the loan to Echelon Residential Holdings in Note 5 above is
incorporated  herein  by  reference.

In  accordance  with  the liquidation basis of accounting, the Trust recorded an
accrual  during  the  period  ended  September  30, 2002 for the estimated costs
expected  to  be  incurred  to  liquidate  the  Partnership.  Included  in these
estimated  liquidation costs was approximately $41,000 expected to be payable to
the  general  partner  and  its  affiliates  during  the  anticipated  remaining
liquidation  period.


NOTE  7  -  LEGAL  PROCEEDINGS
------------------------------

Action  involving  Transmeridian  Airlines
------------------------------------------

As  described more fully in the Partnership's Annual Report on Form 10-K for the
year  ended  December 31, 2001, Wells Fargo Bank Northwest, National Association
(f/k/a  First  Security  Bank,  N.A.,)  as  trustee  of  a trust, the beneficial
interests  of  which  are  owned  by  the  Trust  and  other  liquidating trusts
succeeding  to  certain  affiliated  investment programs of the Partnership (the
"Plaintiff"),  filed  a  lawsuit  against  Prime  Air,  Inc. d/b/a Transmeridian
Airlines ("Transmeridian"), Atkinson & Mullen Travel, Inc., and Apple Vacations,
West,  Inc.,  both  d/b/a Apple Vacations ("Apple"), asserting various causes of
action  for  declaratory  judgment  and  breach  of  contract.

As  of  March  13, 2002, the parties settled all claims involved in this lawsuit
and  in a related lawsuit involving affiliated entities but not the Partnership.
Upon  the dissolution of the Partnership, the Trust succeeded to the interest of
the  Partnership  in  the settlement.  The material terms of settlement provide,
inter  alia,  that:  (i)  the  Plaintiffs  shall have Allowed Claims against the
bankruptcy  estate of Transmeridian in the aggregate amount of $2,700,000;  (ii)
the  Plaintiff will be paid $400,000 from the insurance proceeds relating to the
aircraft loss; and (iii) each of the parties will receive mutual releases of all
claims  and  counterclaims.

Subsequent  to September 30, 2002, the Trust received $71,000 of the $400,000 of
proceeds  expected  from  the  insurance  company.



<PAGE>
------




         AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP LIQUIDATING TRUST

                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION



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

General
-------

Certain  statements in this quarterly report of AIRFUND II International Limited
Partnership  Liquidating  Trust  (the  "Trust")  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
remarketing  of  the Trust's aircraft and the performance and liquidation of the
Trust's  non-aircraft  assets.

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

The Trust was formed as of July 18, 2002.  In accordance with the Settlement and
pursuant to a Plan of Liquidation and Dissolution dated as of July 18, 2002, the
Partnership  dissolved  and  transferred  all  of  its  remaining  assets  and
liabilities  to  the  Trust,  including  a $2,208,000 cash reserve set aside for
contingent  liabilities  of  the Partnership and the Trust.  From and after July
18,  2002,  unitholders  of the Partnership are deemed to be pro rata beneficial
interest  holders  in the Trust.  Pursuant to the terms of the Liquidating Trust
Agreement,  the  Trust  shall  complete  the liquidation and distribution of the
assets  and the satisfaction or discharge of the liabilities of the Partnership.

In  accordance  with the liquidation basis of accounting, the carrying values of
the  assets  are  presented  at  net  realizable amounts and all liabilities are
presented  at estimated settlement amounts, including estimated costs associated
with  completing  the liquidation.  Preparation of the financial statements on a
liquidation  basis requires significant assumptions by management, including the
estimate  of liquidation costs and the resolution of any contingent liabilities.
There  may be differences between the assumptions and the actual results because
events  and  circumstances  frequently  do  not  occur  as  expected.  Those
differences,  if any, could result in a change in the net assets recorded in the
Statement  of  Net  Assets  in  Liquidation  at  September  30,  2002.

In accordance with the Settlement, on or prior to July 18, 2002, Equis Financial
Group  Limited  Partnership  ("EFG") agreed to buy a loan, presently held by the
Trust,  made  by  the  Partnership to Echelon Residential Holdings LLC ("Echelon
Residential  Holdings").  EFG  agreed to purchase the loan on or before December
31,  2002  for  its  original  principal  value  of $3,640,000, less any amounts
previously  paid,  together  with  interest  accruing at an annual rate of 7.5%.
This loan was originally made to Echelon Residential Holdings by the Partnership
together  with  loans  made  by  ten  other  affiliated  partnerships.  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.  In
connection  with  the  loan, 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.  The  loan had a term of 30 months and
matured  on September 8, 2002.  The loan bore an annual interest rate of 14% for
the  first  24  months  and  18%  for  the final 6 months.  Interest accrues and
compounds  monthly  and  was  payable at maturity.  The loan and related accrued
interest  were  increased  to  their estimated net realizable amounts during the
Partnership's adjustment to liquidation accounting in the amount $395,300, which
is  reflected  in  the  net  assets  transferred  into  the  Trust.

The loan to Echelon Residential Holdings is, and will continue to be, subject to
various  risks,  including the risk that EFG will not buy the loan in accordance
with the Settlement and the risk of default by Echelon Residential Holdings. The
ability of Echelon Residential Holdings to make loan payments and the amount the
Trust  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.  The  Trust  periodically  evaluates  the
collectibility  of  the  loan's  contractual  principal  and  interest  and  the
existence  of  loan  impairment  indicators.

At  September  30,  2002,  the  Trust  has  agreed  not to foreclose or initiate
foreclosure  procedures  on the loans and believes the net carrying value of the
loan  receivable  is  appropriate.

A cash distribution of $3,386,363 was paid to the beneficial interest holders of
the Trust on August 18, 2002.  In any given year, it is possible that beneficial
interest  holders  in  the  Trust  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  beneficial  interest holders in the Trust
adequate  to  cover  any  tax  obligation.

Cash  distributions  when  paid  to the beneficial interest holders in the Trust
generally  consist  of  both  a  return  of  and  a  return  on  capital.  Cash
distributions  do  not  represent and are not indicative of yield on investment.
Actual  yield  on  investment  cannot  be  determined  with  any certainty until
conclusion  of  the  Trust  and  will  be  primarily dependent upon the proceeds
realized  from  the  liquidation  of  the Trust's remaining assets offset by the
associated  costs  of  such  liquidation  and  dissolution  of  the  Trust.

The  Trust  has been advised that 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).  For  instance,  selling  commissions,
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.  The  Trust  has  been  advised  that  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.  Such  items consist of the cumulative difference between income or
loss  for  tax purposes and financial statement income or loss and the treatment
of  unrealized  gains  or  losses  on  investment  securities  for  book and tax
purposes.

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

The  Liquidating  Trust  Agreement  gives  the  Trust authority to liquidate the
remaining  assets  of  the  Trust  in  an  orderly  manner.  As  a result of the
liquidation,  operations  are  being  accounted  for  on  a liquidation basis in
accordance  with  generally accepted accounting principles and the net loss from
operations was $200,985 for the period July 18, 2002 through September 30, 2002.


Critical  Accounting  Policies  and  Estimates
----------------------------------------------

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires the Trust to make estimates and
assumptions  that  affect the amounts reported in the financial statements. On a
regular basis, the Trust reviews these estimates and assumptions including those
related  to  revenue  recognition, asset lives, allowance for doubtful accounts,
allowance  for  loan  loss,  impairment  of long-lived assets and contingencies.
These  estimates  are  based on the Trust's historical experience and on various
other  assumptions  believed  to  be reasonable under the circumstances.  Actual
results  may  differ  from  these  estimates  under  different  assumptions  or
conditions.  The  Trust  believes,  however, that the estimates, including those
for  the  above-listed  items,  are  reasonable.

The Trust believes the following critical accounting policies, among others, are
subject  to significant judgments and estimates used in the preparation of these
financial  statements:

Allowance  for loan losses:  The Trust periodically evaluates the collectibility
---------------------------
of  the  loan's  contractual  principal  and  interest and the existence of loan
impairment indicators, including contemporaneous economic conditions, situations
which could affect the borrower's ability to repay its obligation, the estimated
value  of  the  underlying  collateral, and other relevant factors.  Real estate
values  are discounted using a present value methodology over the period between
the  financial  reporting  date  and  the  estimated  disposition  date  of each
property.  A  loan  is  considered  to  be  impaired  when,  based  on  current
information  and events, it is probable that the Trust will be unable to collect
all  amounts due according to the contractual terms of the loan agreement, which
includes both principal and interest.  A provision for loan losses is charged to
earnings  based on the judgment of the Trust of the amount necessary to maintain
the  allowance  for  loan  losses at a level adequate to absorb probable losses.

Impairment  of long-lived assets:  On a regular basis, the Trust reviews the net
---------------------------------
carrying  value  of  equipment  to  determine  whether  it can be recovered from
undiscounted future cash flows.  Adjustments to reduce the net carrying value of
equipment  are  recorded in those instances where estimated net realizable value
is  considered  to  be  less  than  net carrying value.  Inherent in the Trust's
estimate  of  net  realizable  values are assumptions regarding estimated future
cash  flows.  If  these assumptions or estimates change in the future, the Trust
could  be  required  to  record  impairment  charges  for  these  assets.

Contingencies  and  litigation:  The  Trust  is  subject  to  legal  proceedings
-------------------------------
involving  ordinary  and  routine  claims related to its business.  The ultimate
-------
legal  and  financial liability with respect to such matters cannot be estimated
---
with  certainty  and  requires the use of estimates in recording liabilities for
potential litigation settlements.  Estimates for losses from litigation are made
after  consultation  with  outside  counsel.  If  estimates  of potential losses
increase  or the related facts and circumstances change in the future, the Trust
may  be  required  to  adjust  amounts  recorded  in  its  financial statements.


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

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

Pursuant  to  the  terms  of  the  Settlement, EFG has agreed to buy the loan to
Echelon Residential Holdings no later than December 31, 2002, at face value plus
interest  at  7.5%  per  annum  less any previously paid amounts.    Investments
earning  a  fixed  rate  of  interest may have their fair market value adversely
impacted  due  to  a  rise  in  interest  rates.  The  effect  of  interest rate
fluctuations  on  the  Trust  for the period July 18, 2002 through September 30,
2002  was  not  material.

Item  4.  Controls  and  Procedures
-----------------------------------

Based on their evaluation as of a date within 90 days of the filing of this Form
10-Q,  the  Trust's  Chief  Executive  Officer  and Chief Financial Officer have
concluded  that  the Trust's disclosure controls and procedures are effective to
ensure  that  information required to be disclosed in the reports that the Trust
files  or  submits  under  the  Securities  Exchange  Act  of  1934 is recorded,
processed,  summarized  and  reported  within  the time periods specified in the
Securities  and  Exchange  Commission's  rules  and  forms.  There  have been no
significant  changes  in  the Trust's internal controls or in other factors that
could  significantly  affect  those  controls  subsequent  to  the date of their
evaluation.



<PAGE>


         AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP  LIQUIDATING TRUST

                                    FORM 10-Q

                           PART II. OTHER INFORMATION



     Item  1.     Legal  Proceedings
     .     Response:

     .     Refer  to  Note  7  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:

Exhibit  4        Liquidating  Trust  Agreement  between  the  Partnership  and
Wilmington Trust Company dated July 18, 2002 was filed in the Partnership's June
30,  2002  Quarterly  Report  as  Exhibit  2.16  and  is  incorporated herein by
reference

Exhibit  10.1    Appointment  Agreement  between  Wilmington  Trust  Company, as
Trustee  and not Individually, of the Liquidating Trusts, and Equis Corporation,
as  Manager,  dated  November  13,  2002

Exhibit  99.1     Certification  Pursuant to 18 U.S. C. Section 1350, as Adopted
Pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002

Exhibit  99.2     Certification  Pursuant to 18 U.S. C. Section 1350, as Adopted
Pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002

     Item  6(b).     Reports  on  Form  8-K
Response  :  None





<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 Liquidating Trust


By:        Equis Corporation, as Manager of the Trust, under a Liquidating Trust
Agreement  dated  as  of July 18, 2002, Wilmington Trust Company, as Trustee and
not  Individually


By:        /s/  Wayne  E.  Engle
           ---------------------
             Wayne  E.  Engle
             Vice  President
             (Duly  Authorized  Officer  and
             Chief  Financial  Officer)


Date:     November  14,  2002
          -------------------




<PAGE>
------
CERTIFICATION:


I,  Gary  D.  Engle,  certify  that:

1.  I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  AIRFUND  II
International  Limited  Partnership  Liquidating  Trust  (the  "Trust");

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

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

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

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

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

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

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

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

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


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


/s/  Gary  D.  Engle
--------------------
Gary  D.  Engle
President  (Chief  Executive  Officer)
Equis  Corporation, as Manager of the Trust, under a Liquidating Trust Agreement
dated  as  of  July  18,  2002,  Wilmington  Trust  Company,  as Trustee and not
Individually

Date:  November  14,  2002


<PAGE>
CERTIFICATION:


I,  Wayne  E.  Engle,  certify  that:

1.  I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  AIRFUND  II
International  Limited  Partnership  Liquidating  Trust  (the  "Trust");

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

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

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

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

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

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

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

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

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


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


/s/  Wayne  E.  Engle
---------------------
Wayne  E.  Engle
Vice  President  (Chief  Financial  Officer)
Equis  Corporation, as Manager of the Trust, under a Liquidating Trust Agreement
dated  as  of  July  18,  2002,  Wilmington  Trust  Company,  as Trustee and not
Individually

Date:  November  14,  2002


<PAGE>
                                  Exhibit Index


10.1  Appointment  Agreement  between  Wilmington  Trust  Company  and  Equis
Corporation

99.1  Certificate of Chief Executive Officer pursuant to Section 906 of Sarbanes
-  Oxley  Act

99.2  Certificate of Chief Financial Officer pursuant to Section 906 of Sarbanes
-  Oxley  Act



<PAGE>