FORM 10-K

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

(Mark  One)

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT  OF  1934  [NO  FEE  REQUIRED]

For  the  fiscal  year  ended  December  31,  2001

                                       OR

|_|  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE SECURITIES
EXCHANGE  ACT  OF  1934  [NO  FEE  REQUIRED]

For  the  transition  period  from     to

Commission  file  number  0-22300

                        PW PREFERRED YIELD FUND II, L.P.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

     DELAWARE                           84-118078
 (STATE  OF  ORGANIZATION)         (I.R.S.  EMPLOYER
                                    IDENTIFICATION  NO.)

     450  CARRILON  PARKWAY,  SUITE  200
     TAMPA,  FLORIDA                       33716
     (ADDRESS  OF  PRINCIPAL             (ZIP  CODE)
       EXECUTIVE  OFFICES)



Registrant's  telephone  number,  including  area  code  (727)  803-8200

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  None

Securities  registered  pursuant  to  Section  12(g)  of  the  Act:


                    UNITS OF CLASS A LIMITED PARTNER INTEREST
                                (TITLE OF CLASS)


     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  |_|

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
Registrant's  knowledge  in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.  |_|

     State the aggregate market value of the voting stock held by non-affiliates
of  the  Registrant:  Not  applicable.


<PAGE>


<PAGE>

                        PW PREFERRED YIELD FUND II, L.P.
                           ANNUAL REPORT ON FORM 10-K
                       FOR THE YEAR ENDED DECEMBER 31, 2001

<TABLE>
<CAPTION>

<S>                          <C>                                                              <C>
PART I
---------------------------

Item 1                       Business                                                          1

Item 2                       Properties                                                        3

Item 3                       Legal Proceedings                                                 3

Item 4                       Submission of Matters to a Vote of Security Holders               3


PART II
---------------------------

Item 5                       Market for Registrant's Common Equity and Related Stockholder
                             Matters                                                           4

Item 6                       Selected Financial Data                                           4

Item 7                       Management's Discussion and Analysis of Financial Condition
                             and Results of Operations                                         5

Item 7a                      Quantitative and Qualitative Disclosure about Market Risk         7

Item 8                       Financial Statements and Supplementary Data                       8

Item 9                       Changes in and Disagreements with Accountants on Accounting and
                             Financial Disclosure                                             21


PART III
---------------------------

Item 10                      Directors and Executive Officers of the Registrant               22

Item 11                      Executive Compensation                                           23

Item 12                      Security Ownership of Certain Beneficial Owners and Management   24

Item 13                      Certain Relationships and Related Transactions                   24


PART IV
---------------------------

Item 14                      Exhibits, Financial Statement Schedules and Reports on Form 8-K  26
</TABLE>








<PAGE>


                                     PART I

ITEM  1.     BUSINESS

GENERAL

     PW Preferred Yield Fund II, L.P. (the "Partnership" or the "Registrant") is
a  limited  partnership  organized  under  the  laws of the State of Delaware on
October  1, 1991. The general partners of the Partnership are Pembroke Financial
Limited  Partnership,  the  Managing  General  Partner,  a Massachusetts limited
partnership,  and  General  Equipment  Management  II,  Inc., the Administrative
General  Partner,  a  Delaware  corporation that is a wholly-owned subsidiary of
Paine Webber Group Inc. The Managing General Partner is owned by Equis Financial
Group  Limited  Partnership  ("EFG")  formerly American Finance Group ("AFG"), a
Massachusetts  limited  partnership,  which  acts  as  Equipment Manager for the
Partnership.  The  Managing  General  Partner  and  the  Administrative  General
Partner  are  collectively  referred  to  herein  as  the  ("General Partners").

     PYB  Limited Partnership, a Massachusetts limited partnership, is the Class
B  Limited  Partner ("Class B Limited Partner").  EFG acquired all of the equity
ownership  interest in PYB Limited Partnership as of November 1, 1993. The Class
B  Limited  Partner  contributed  cash  to the Partnership in an amount equal to
12.5%  of  the  aggregate  purchase  price  of  the equipment purchased with the
offering proceeds received from the sale of the Units of Class A Limited Partner
Interest  and  the  cash  contributed  by  the  Class  B  Limited  Partner.

     Upon  formation  of  the Partnership, the General Partners each contributed
$500  to  the capital of the Partnership. On September 10, 1992, the Partnership
commenced  a "best efforts" offering of 200,000 Units of Class A Limited Partner
Interest  ("Units")  at  $500  per Unit ($100,000,000). The Partnership held its
sixth  and  final  closing  on  July  26,  1994 and the offering was terminated.
Pursuant to the offering, the Partnership received $27,013,500 of gross offering
proceeds  from  the sale of 54,027 Units. The Partnership incurred $3,260,594 of
commissions  and  other  offering  expenses in connection with the sale of these
Units,  thus receiving $23,752,906 of net offering proceeds. The Class B Limited
Partner  contributed  $231,098,  $1,022,543 and $2,031,736 during 1994, 1993 and
1992,  respectively,  to  fulfill  its  obligation.

     The  Partnership  acquired,  on an all-cash basis, a portfolio of equipment
subject  to  triple  net  leases  with unaffiliated third parties. The equipment
purchased  by  the Partnership consisted of industrial equipment, including, but
not  limited  to,  materials-handling,  mining, transportation and manufacturing
testing  equipment,  and  business  equipment,  including,  but  not limited to,
computers  and  computer-related  and  telecommunications  equipment.  Business
equipment  owned  by  the  Partnership  is  limited  to  60% of the value of the
Partnership's  total  equipment.

     All equipment was acquired from EFG or from third-party sellers.  Equipment
cost  represents  asset  base  price plus acquisition fees.  Asset base price is
equal  to  the  lower of (i) the actual price paid for the equipment by EFG plus
the  cost  of  an  appraisal  and  all  costs  accrued by EFG while carrying the
equipment  less the amount of interim rents received by EFG prior to selling the
equipment  or  (ii)  fair  market  value  of  such equipment as determined by an
independent  appraiser.

     The  Partnership  only  acquires  equipment  that  is  already  subject  to
short-term  leases  (generally,  5 years or less). The Partnership's business is
not  subject  to  seasonal  variations.

     At  least  65% of the Partnership's initial equipment was leased to lessees
which  are  investment-grade  lessees,  or  which  are operating subsidiaries of
entities  which  are investment-grade companies. An investment-grade lessee is a
company  with  a  credit  rating  of not less than Baa, as determined by Moody's
Investor  Services,  Inc.  or  comparable credit ratings, as determined by other
recognized  credit-rating  services.  During the acquisition stage, no more than
15%  of  the  equipment  was  leased  to  a  single  lessee  or  its affiliates.

     The Partnership is required to dissolve and distribute all of its assets no
later  than December 31, 2005. However, the General Partners anticipate that all
equipment will be sold and that the Partnership will be liquidated by the end of
2003.

     During  the  reinvestment  period (which ended in 2000), distributable cash
flows  in  excess of current distributions to the Class A Limited Partners at an
annualized distribution rate of 11% of their contributed capital, to the Class B
Limited  Partner  at  an  annualized distribution rate of 10% of its contributed
capital  and  to  the  General  Partners,  were  reinvested in additional leased
equipment.  See  Item  7,  "Management's  Discussion  and  Analysis of Financial
Condition  and  Results of Operations." Upon the termination of the reinvestment
period,  all  available  cash  flows  will  be  distributed  to  the  partners.

     The  Partnership's  principal  investment  objectives  are:

          (i)     to  generate current cash distributions to the Class A Limited
Partners  from  lease revenues (a substantial portion of which will constitute a
return  of  capital);

          (ii)     to  preserve  and  protect  Partnership  capital;  and

          (iii)     to  generate  additional cash distributions after the end of
the  reinvestment  period  (which  ended  in  2000)  from  sales  of  equipment.

     In order to achieve these objectives, the General Partners have adopted the
following  policies:  (a)  to  achieve  investment  diversification,  reduce the
average  age of the Partnership's portfolio of equipment and enhance the overall
return  to Class A Limited Partners through reinvestment in additional equipment
during  the  reinvestment  period; and (b) to manage the Partnership's assets to
maximize  lease rentals and amounts received from the sale of equipment in order
to  protect  the  Partnership's  capital.

     In  January  1996, certain assets of AFG relating primarily to the business
of  originating  new  leases,  and  the  name  "American Finance Group", and its
acronym,  were  sold  to a third-party.  AFG changed its name to Equis Financial
Group  Limited  Partnership  after the sale was concluded.  Pursuant to terms of
the  sale agreements, EFG specifically reserved the rights to continue using the
name  American  Finance Group and its acronym in connection with the Partnership
and  the  Other Investment Programs and to continue managing all assets owned by
the  Partnership  and  the  Other  Investment  Programs.

EQUIPMENT  PORTFOLIO

     The  following  table describes the Partnership's equipment portfolio as of
December  31,  2001:
<TABLE>
<CAPTION>

<S>                                 <C>
Equipment Type                      Original Cost
----------------------------------  --------------
Materials Handling                  $    9,264,533
Manufacturing                            2,525,464
Construction and Mining                  2,085,023
Retail Store Fixtures                    1,990,820
Furniture & Fixtures                       762,200
Research & Test                            179,027
Trailers and Intermodal Containers          96,452
Computers & Periphals                       84,068
Photocopying                                26,008
Communications                               9,498
                                    --------------

..                                   $   17,023,093
                                    ==============
</TABLE>


     The  above  summary  includes  fully depreciated equipment held for sale or
re-lease  with  a  cost  of  approximately  $268,000  at  December  31,  2001.





SIGNIFICANT  LESSEES

     The  Partnership  leases  its equipment to a significant number of lessees.
Revenue  from  major individual lessees which accounted for 10% or more of lease
revenue  during  2001  is  as  follows:
<TABLE>
<CAPTION>

<S>                                  <C>
 Chrysler Corporation                24%
 Electronic Data System Corporation  15%
</TABLE>


     The Partnership is not dependent on any one lessee for future business. The
Managing  General Partner believes that alternative lessees are available in the
event  current  lessees  decide  no  longer  to  do  business  with  EFG  or the
Partnership.

COMPETITION

     The  equipment  leasing  industry is highly competitive. Among the numerous
existing  and  potential competitors of the Partnership for leases are equipment
manufacturers,  equipment  dealers  and brokers, leasing companies and financial
institutions,  as well as other limited partnerships and/or trusts organized and
managed  similarly  to  the  Partnership. Many of these competitors have greater
financial  resources  than  the  Partnership and more experience in the industry
than  the  General  Partners  and  their affiliates. Equipment manufacturers may
present  particularly  strong  competition because they may also provide certain
ancillary  services  which  the  Partnership  cannot  offer  directly,  such  as
maintenance  services  (including  possible  equipment  substitution  rights),
warranty  services,  purchase  rights  and  trade-in  privileges.

EMPLOYEES

     The  Partnership has no employees. The officers, directors and employees of
the  General  Partners  and  their  affiliates perform services on behalf of the
Partnership.  The  General  Partners  are  entitled  to  certain  fees  and
reimbursements of certain out-of-pocket expenses incurred in connection with the
performance of these management services. See Item 10 of this Report, "Directors
and  Executive Officers of the Registrant", and Item 13 of this Report, "Certain
Relationships  and  Related  Transactions",  which  are  incorporated  herein by
reference.


ITEM  2.     PROPERTIES

     The  Partnership  does  not  own  or  lease  any  properties other than the
equipment  which  is  discussed  in  Item 1 of this Report, "Business", which is
incorporated  herein  by  reference.


ITEM  3.     LEGAL  PROCEEDINGS

     None.


ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     None.


<PAGE>

                                     PART II


ITEM  5.     MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED STOCKHOLDER
MATTERS

     There is no organized trading market for the purchase and sale of the Units
and  certain  measures  have  been  adopted  and  implemented  to assure that no
organized  trading  market  will  develop.

     As  of  March  1,  2002,  the  number of Limited Partners was approximately
1,194.

     Total distributions declared to partners for 2001 and 2000 were as follows:

<TABLE>
<CAPTION>

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

Class A Limited Partners  $2,971,485  $2,971,485
Class B Limited Partner      328,536     328,536
General Partners             173,685     173,685
                          ----------  ----------

                          $3,473,706  $3,473,706
                          ==========  ==========
</TABLE>



     Distributions  may  be  characterized  for  tax,  financial  reporting  and
economic  purposes  as  a  return  of  capital, a return on capital or both. The
portion of each cash distribution by a partnership, which exceeds its net income
for  the fiscal period, may be deemed a return of capital. Based upon the amount
of  net  income  reported  by  the Partnership for financial reporting purposes,
approximately  62% and 56%, respectively, of the cash distributions to the Class
A  Limited Partners for the years ended December 31, 2001 and 2000 constituted a
return  of capital. Additionally, since inception, approximately 68% of the cash
distributions  to  the Class A Limited Partners constituted a return of capital.
However,  the  total  actual return on capital over a leasing partnership's life
can  only be determined at the termination of the partnership after all residual
cash  flows  (which  include  proceeds from the re-leasing and sale of equipment
after  initial  lease  terms  expire)  have  been  realized.


ITEM  6.     SELECTED  FINANCIAL  DATA

     The  following  selected financial data of the Partnership has been derived
from  the  financial  statements  for  the indicated period. The information set
forth  below  should  be  read  in conjunction with the Partnership's "Financial
Statements"  and  notes  thereto  and  "Management's  Discussion and Analysis of
Financial  Condition  and  Results  of  Operations"  included  in Items 8 and 7,
respectively,  of  this  Report,  which  are  incorporated  herein by reference.

     For  each  of  the  five  years  in  the  period  ended  December  31:
<TABLE>
<CAPTION>

<S>                     <C>         <C>          <C>          <C>          <C>
                              2001         2000         1999         1998         1997
                        ----------  -----------  -----------  -----------  -----------

Total Revenue           $3,779,824  $ 4,440,885  $ 5,215,238  $ 6,234,782  $ 7,907,694
Net Income               1,269,464    1,487,192    1,606,406      719,430    2,037,965
Net income per
  Class A Limited
  Partnership Unit           21.09        24.44        26.27        12.62        28.65
Total Assets             8,072,938   10,204,580   12,235,296   14,052,208   17,072,655
Total Partners' Equity   7,479,450    9,683,692   11,670,206   13,537,506   16,291,782
Distributions Declared
  to Partners            3,473,706    3,473,706    3,473,706    3,473,706    3,473,706
</TABLE>





ITEM  7.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS

     The  following  discussion should be read in conjunction with the "Selected
Financial  Data" and the "Financial Statements" of the Partnership and the Notes
thereto.  This  Report  contains,  in  addition  to  historical  information,
forward-looking  statements  that  include  risks  and  other uncertainties. The
Partnership's  actual  results  may  differ materially from those anticipated in
these  forward-looking  statements.  Factors  that might cause such a difference
include  those  discussed  below,  as  well  as  general  economic  and business
conditions,  competition  and  other factors discussed elsewhere in this report.
The  Partnership  undertakes  no obligation to release publicly any revisions to
these  forward-looking  statements  to reflect events or circumstances after the
date hereof or to reflect the occurrence of anticipated or unanticipated events.

CRITICAL  ACCOUNTING  POLICIES

The preparation of financial statements in conformity with accounting principles
generally  accepted  in  the United States requires the General Partners to make
estimates  and  assumptions  that  affect  the amounts reported in the financial
statements.  On a regular basis, the General Partners review these estimates and
assumptions  including  those  related  to  revenue recognition, asset lives and
depreciation,  allowance  for  doubtful  accounts,  allowance  for  loan  loss,
impairment of long-lived assets and contingencies.  These estimates are based on
the  General  Partners'  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 General
Partners  believe,  however,  that  the  estimates,  including  those  for  the
above-listed  items,  are  reasonable.

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

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 Partnership's leases are accounted for as operating
leases  and  are  noncancellable.  Rents  received  prior to their due dates are
deferred.

Asset lives and depreciation method: The Partnership's primary business involves
------------------------------------
the  purchase  and  subsequent lease of long-lived equipment.  The Partnership's
depreciation  policy  is  intended  to  allocate  the cost of equipment over the
period  during  which  it  produces  economic  benefit.  The principal period of
economic benefit is considered to correspond to each asset's primary lease term,
which  generally  represents  the  period of greatest revenue potential for each
asset.  Accordingly,  to the extent that an asset is held on primary lease term,
the Partnership depreciates the difference between (i) the cost of the asset and
(ii)  the  estimated  residual  value of the asset on a straight-line basis over
such  term.  For  purposes  of  this policy, estimated residual values represent
estimates  of  equipment values at the date of the primary lease expiration.  To
the  extent that an asset is held beyond its primary lease term, the Partnership
continues  to  depreciate  the  remaining  net  book  value  of  the  asset on a
straight-line  basis  over  the  asset's  remaining  economic  life.

Allowance  for  doubtful  accounts:  The  Partnership  maintains  allowances for
-----------------------------------
doubtful  accounts  for  estimated  losses  resulting  from the inability of the
lessees  to  make  the  lease  payments  required  under  the  contracted  lease
agreements.  These  estimates are primarily based on the amount of time that has
elapsed  since  the  related  payments  were  due  as well as specific knowledge
related  to  the  ability  of the lessees to make the required payments.  If the
financial condition of the Partnership's lessees were to deteriorate, additional
allowances  could  be required that would increase expenses.  Conversely, if the
financial  condition  of  the  lessees  were  to improve or if legal remedies to
collect  past  due  amounts were successful, the allowance for doubtful accounts
could  be  reduced,  thereby  decreasing  expenses.

Impairment  of  long-lived  assets:  On  a  regular  basis, the General Partners
-----------------------------------
review  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 and are
reflected  separately  on the accompanying Statement of Operations as write-down
of  equipment.  Inherent  in  the Partnership's estimate of net realizable value
are  assumptions regarding estimated future cash flows.  If these assumptions or
estimates  change  in  the  future,  the Partnership could be required to record
impairment  charges  for  these  assets.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Partnership  commenced its equipment reinvestment phase during 1993 by
investing  excess cash flows available after the payment of the distributions to
the  partners  in  additional  equipment.  As  of  December  31, 2001, equipment
purchased  pursuant  to the reinvestment program, including acquisition fees and
expenses,  totaled  $28,462,805.  The Partnership's reinvestment period ended in
fiscal  2000.

     The Partnership invests working capital and cash flow from operations prior
to  its distribution to the partners or its reinvestment in additional equipment
in  short-term  highly  liquid  investments.  These  investments  are  primarily
short-term  commercial  paper issued by large domestic corporations. At December
31,  2001,  the  Partnership  had approximately $1.8 million invested in a money
market  fund  that  invests  in  commercial  paper  and  similar  instruments.

     Cash  and cash equivalents increased $1,328,530 from $1,403,646 at December
31,  2000 to $2,732,176, including the $1.8 million described above, at December
31, 2001.  This increase primarily represents the amount by which cash generated
by  operating activities and equipment sales exceeded distributions to partners.

     During  the  year  ended  December  31,  2001,  the  Partnership  declared
distributions of cash flow received from operations in the amount of $3,473,706.
All  distributions  to  the  Class  A Limited Partners represented an annualized
distribution  rate  of 11% of their contributed capital and all distributions to
the  Class  B Limited Partner represented an annualized distribution rate of 10%
of  its  contributed  capital.

     Distributions  may  be  characterized  for  tax,  accounting  and  economic
purposes  as  a  return  of capital, a return on capital or both. The portion of
each  cash  distribution  by a partnership, which exceeds its net income for the
fiscal  period,  may be deemed a return of capital. Based upon the amount of net
income reported by the Partnership for accounting purposes, approximately 62% of
the  cash  distributions  to  the  Class  A  Limited Partners for the year ended
December  31,  2001  constituted  a  return  of  capital.  Additionally,  since
inception, approximately 68% of the Class A Limited Partner's cash distributions
constituted  a  return  of  capital. However, the total actual return on capital
over  a  leasing partnership's life can only be determined at the termination of
the  Partnership  after all residual cash flows (which include proceeds from the
re-leasing  and  sale  of  equipment after initial lease terms expire) have been
realized.

RESULTS  OF  OPERATIONS

     For  the  year  ended  December  31, 2001, the Partnership recognized lease
revenue of $3,663,156, compared to $4,161,267 and $4,767,855 for the years ended
December  31,  2000  and 1999, respectively.  The decrease in lease revenue from
2000  to  2001  and  from  1999  to  2000  resulted  principally from lease term
expirations  and  the  sale  of  equipment.  The  decrease from 2000 to 2001 was
partially  offset  by  the  receipt of lease termination proceeds in 2001 from a
lessee  of  the partnership.  In March 2001, the lessee paid $513,479 as part of
an  agreement to terminate its lease early.  The Partnership also earns interest
income  from  temporary  investments  of  rental  receipts  and  equipment sales
proceeds  in  short-term  instruments.

     During  2001,  the  Partnership  sold  equipment having a net book value of
$1,189,728 to existing lessees and third parties.  These sales resulted in a net
gain,  for  financial  statement  purposes, of $90,794 compared to a net gain in
2000 of $201,234 on equipment having a net book value of $167,066 and a net gain
in  1999  of  $346,023  on  equipment  having  a  net  book  value  of $941,987.

          It  cannot be determined whether future sales of equipment will result
in  a  net  gain  or a net loss to the Partnership, as such transactions will be
dependent  upon  the  condition  and  type  of  equipment  being  sold  and  its
marketability  at  the  time  of  sale.  In addition, the amount of gain or loss
reported  for financial statement purposes is partly a function of the amount of
accumulated  depreciation  associated  with  the  equipment  being  sold.

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

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

     Depreciation  expense  was  $2,225,380,  $2,635,037  and $3,257,913 for the
years  ended  December  31,  2001,  2000  and 1999, respectively.  For financial
reporting  purposes,  to the extent that an asset is held on primary lease term,
the Partnership depreciates the difference between (i) the cost of the asset and
(ii)  the  estimated  residual  value of the asset on a straight-line basis over
such  term.  For  purposes  of  this policy, estimated residual values represent
estimates  of  equipment values at the date of primary lease expiration.  To the
extent  that  an  asset  is  held beyond its primary lease term, the Partnership
continues  to  depreciate  the  remaining  net  book  value  of  the  asset on a
straight-line  basis  over  the  asset's  remaining  economic  life.

     Management  fees  were  approximately  4.7%, 4.1% and 4.2% of lease revenue
during  the  years  ended  December  31,  2001,  2000  and  1999,  respectively.
Management  fees  are  based on 5% of gross lease revenue generated by operating
leases  and  2%  of  gross  lease  revenue  generated  by  full  payout  leases.

     The  General  Partners,  or  their  affiliates,  were entitled to receive a
subordinated  disposition fee in an amount equal to the lesser of (i) 50% of the
fee  that  would  be  charged  by an unaffiliated party, or (ii) 3% of the gross
contract  price  relating to each sale of equipment (payable 50% to the Managing
General Partner or its affiliates and 50% to the Administrative General Partner)
as  compensation  for  negotiating  and  consummating  sales  of  equipment. The
Partnership  has not accrued for subordinated disposition fees during 2001, 2000
or  1999.

     General  and  administrative  expenses  consisted  primarily  of  investor
reporting  expenses,  transfer  agent  fees,  audit  and  tax  fees.

NEW  ACCOUNTING  PRONOUNCMENTS

     In  June 2001, the Financial Accounting Standards Board issued SFAS No. 141
"Business  Combinations",  and  SFAS  No.  142,  "Goodwill  and Other Intangible
Assets",  (collectively  the  "statements") effective for fiscal years beginning
after  December  15,  2001.  Under the new rules, goodwill and intangible assets
deemed  to have indefinite lives will no longer be amortized but will be subject
to  annual impairment tests in accordance with the statements.  Other intangible
assets  will  continue  to  be  amortized  over  their  useful  lives.

     In October 2001, the Financial Accounting Standards Board issued Statements
of  Financial  Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for  the
Impairment  or  Disposal  of  Long-Lived  Assets",  which  replaces SFAS No. 121
"Accounting  for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed of".  SFAS No. 144 provides updated guidance concerning the recognition
and  measurement  of  an impairment loss for certain types of long-lived assets,
expands  the  scope  of  a  discontinued  operation to include a component of an
entity and eliminates the current exemption to consolidation when control over a
subsidiary  is  likely  to be temporary.  SFAS 144 is effective for fiscal years
beginning  after  December  15,  2001.

     The  Company  will  apply  the new rules on accounting for the goodwill and
other  intangible assets and for the impairment or disposal of long-lives assets
beginning  for  the  first  quarter of 2002, which is not anticipated to have an
impact  on  the  Company's  earnings  or  financial  position.

ITEM  7A.     QUALITATIVE  AND  QUANTITATIVE  DISCLOSURE  ABOUT  MARKET  RISK

Overall  market  risks  are  considered  immaterial.


<PAGE>


ITEM  8.    FINANCIAL  STATEMENTS

            PW PREFERRED YIELD FUND II, L.P.

            LIST  OF  FINANCIAL  STATEMENTS
<TABLE>
<CAPTION>

<S>                                                      <C>
                                                         PAGE
                                                         ----

Report of Independent Certified Public Accountants          9

Balance Sheets as of December 31, 2001 and 2000            10

Statements of Income
for the Years ended December 31, 2001 and 2000 and 1999    11

Statements of Changes in Partners' Equity
for the Years ended December 31, 2001 and 2000 and 1999    12

Statements of Cash Flows
for the Years ended December 31, 2001 and 2000 and 1999    13

Notes to Financial Statements                              14
</TABLE>




<PAGE>
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------


To  the  Partners  of  PW  Preferred  Yield  Fund  II,  L.P.:

     We  have audited the accompanying balance sheets of PW Preferred Yield Fund
II, L.P. as of December 31, 2001 and 2000, and the related statements of income,
changes  in  partners' equity, and cash flows for each of the three years in the
period  ended  December  31,  2001.  These  financial  statements  are  the
responsibility  of  the  Partnership's  management.  Our  responsibility  is  to
express  an  opinion  on  these  financial  statements  based  on  our  audits.

     We  conducted  our  audits  in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan and perform
the  audit to obtain reasonable assurance about whether the financial statements
are  free  of  material  misstatement.  An  audit  includes examining, on a test
basis,  evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

     In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the financial position of PW Preferred Yield Fund II,
L.P.  at  December  31, 2001 and 2000, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2001, in
conformity  with  accounting principles generally accepted in the United States.





                                                               ERNST & YOUNG LLP






Tampa,  Florida
February  27,  2001


<PAGE>

                        PW PREFERRED YIELD FUND II, L.P.

                              BALANCE SHEETS AS OF
                           DECEMBER 31, 2001 AND 2000
<TABLE>
<CAPTION>

<S>                                                                   <C>         <C>
                                                                            2001         2000
ASSETS

Cash and cash equivalents                                             $2,732,176  $ 1,403,646
Rents and other receivables, net of allowance for doubtful accounts
     of $48,000 and $33,000 at December 31, 2001 and 2000,
      respectively                                                       156,994      200,515
Receivable from general partner                                          148,300      149,843
Equipment at cost, net of accumulated depreciation of $11,987,625
    and $12,589,684 at December 31, 2001 and 2000, respectively        5,035,468    8,450,576
      Total assets                                                    $8,072,938  $10,204,580

LIABILITIES AND PARTNERS' EQUITY

Accounts payable and accrued liabilities                              $   46,130  $    54,000
Payable to affiliates                                                    100,122       96,505
Deferred rental income                                                   128,451       51,598
Distributions payable to partners                                        318,785      318,785
     Total liabilities                                                   593,488      520,888
                                                                      ----------

PARTNERS' EQUITY
General Partners                                                         358,599      468,812
Limited Partners:
  Class A (54,027 Units outstanding)                                   6,229,989    8,062,265
  Class B                                                                890,862    1,152,615
     Total Partners' Equity                                            7,479,450    9,683,692
                                                                      ----------  -----------

     Total Liabilities and Partners' Equity                           $8,072,938  $10,204,580
</TABLE>





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

<PAGE>
                        PW PREFERRED YIELD FUND II, L.P.

                            STATEMENTS  OF  INCOME
              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<TABLE>
<CAPTION>

<S>                                                   <C>         <C>         <C>

                                                            2001        2000        1999

REVENUES

Lease revenue                                         $3,633,156  $4,161,267  $4,767,855
Gain on sale of equipment                                 90,794     201,234     346,023
Interest income                                           55,874      78,384     101,360
  Total revenues                                       3,779,824   4,440,885   5,215,238

EXPENSES

Depreciation                                           2,225,380   2,635,037   3,257,913
Management fees                                          169,917     168,763     199,059
General and administrative                               115,063     149,893     151,860
  Total expenses                                       2,510,360   2,953,693   3,608,832

Net income                                            $1,269,464  $1,487,192  $1,606,406


Net Income Allocated
  General Partners                                        63,472      74,360      80,320
  Class A Limited Partners                             1,139,209   1,320,195   1,419,292
  Class B Limited Partners                                66,783      92,637     106,794

                                                      $1,269,464  $1,487,192  $1,606,406

Net Income per Weighted Average Number of Units
    of Class A Limited Partner Interests Outstanding  $    21.09  $    24.44  $    26.27

Weighted Average Number of Units of Class A
    Limited Partner Interests Outstanding                 54,027      54,027      54,027

</TABLE>




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

<PAGE>
                        PW PREFERRED YIELD FUND II, L.P.

                 STATEMENTS  OF  CHANGES  IN  PARTNERS'  EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
<TABLE>
<CAPTION>

<S>                                  <C>         <C>           <C>                <C>

                                                 Class A
                                     General     Limited       Class B
                                     Partners    Partners      Limited Partner    Total

 Balance at December 31, 1998        $ 661,502   $11,265,748   $      1,610,256   $13,537,506

 Net Income                             80,320     1,419,292            106,794     1,606,406
 Distributions declared to partners   (173,685)   (2,971,485)          (328,536)   (3,473,706)

 Balance at December 31, 1999          568,137     9,713,555          1,388,514    11,670,206

 Net Income                             74,360     1,320,195             92,637     1,487,192
 Distributions declared to partners   (173,685)   (2,971,485)          (328,536)   (3,473,706)

 Balance at December 31, 2000          468,812     8,062,265          1,152,615     9,683,692

 Net Income                             63,472     1,139,209             66,783     1,269,464
 Distributions declared to partners   (173,685)   (2,971,485)          (328,536)   (3,473,706)

 Balance at December 31, 2001        $ 358,599   $ 6,229,989   $        890,862   $ 7,479,450

</TABLE>






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

<PAGE>
                        PW PREFERRED YIELD FUND II, L.P.

                            STATEMENTS OF CASH FLOWS

              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999


<TABLE>
<CAPTION>

                                                               2001          2000          1999
<S>                                                        <C>           <C>           <C>
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES

Net income                                                 $ 1,269,464   $ 1,487,192   $ 1,606,406
Adjustments to reconcile net income to net
 cash provided by (used in) operating activities:
  Depreciation                                               2,225,380     2,635,037     3,257,913
  Increase (decrease)  in allowance for doubtful accounts       15,000       (14,000)            -
  Gain on sale of equipment                                    (90,794)     (201,234)     (346,023)
Change in assets and liabilities:
  Rents and other receivables                                   28,521        29,191       (29,117)
  Receivable from general partner                                1,543       137,451        84,696
  Accounts payable and accrued liabilities                      (7,870)         (100)       21,600
  Payable to affiliates                                          3,617        (6,538)       (6,519)
  Deferred rental income                                        76,853       (37,564)       35,307
    Net cash provided by (used in) operating activities      3,521,714     4,029,435     4,624,263

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES

Purchase of equipment                                                -    (1,446,464)   (4,142,139)
Proceeds from equipment sales                                1,280,522       368,300     1,288,010
    Net cash provided by (used in) investing activities      1,280,522    (1,078,164)   (2,854,129)

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES

Distributions paid to partners                              (3,473,706)   (3,473,706)   (3,473,706)
    Net cash used in financing activities                   (3,473,706)   (3,473,706)   (3,473,706)
                                                           ------------  ------------

Net increase (decrease) in cash and cash equivalents         1,328,530      (522,435)   (1,703,572)
Cash and cash equivalents at beginning of the year           1,403,646     1,926,081     3,629,653
Cash and cash equivalents at the end of the year           $ 2,732,176   $ 1,403,646   $ 1,926,081
                                                           ------------  ------------  ------------

</TABLE>







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

<PAGE>
------

                        PW PREFERRED YIELD FUND II, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


1.     ORGANIZATION  OF  THE  PARTNERSHIP

     PW  Preferred  Yield  Fund  II,  L.P.,  a Delaware limited partnership (the
"Partnership"),  was  formed on October 1, 1991 for the purpose of acquiring and
leasing  equipment.  The  Partnership  has  acquired,  on  an  all-cash basis, a
portfolio  of  equipment  subject to triple net leases (i.e., repairs, insurance
and  taxes  are  paid  by  the  lessees)  with  third  parties.

     Pembroke Financial Limited Partnership, a Massachusetts limited partnership
(the  "Managing  General  Partner") and General Equipment Management II, Inc., a
Delaware  corporation  (the  "Administrative  General  Partner") are the General
Partners  of  the  Partnership.  The Managing General Partner is affiliated with
Equis  Financial  Group  Limited  Partnership  ("EFG"),  a Massachusetts limited
partnership,  which  acts  as  Equipment  Manager  for  the  Partnership.  The
Administrative  General  Partner  is  a  wholly-owned subsidiary of Paine Webber
Group  Inc. PYB Limited Partnership, a Massachusetts limited partnership, is the
Class  B Limited Partner ("Class B Limited Partner"). EFG owns all of the equity
ownership  interest  in  PYB  Limited  Partnership.

     Upon  formation  of  the Partnership, the General Partners each contributed
$500  to  the capital of the Partnership. On September 10, 1992, the Partnership
commenced  a "best efforts" offering of 200,000 Units of Class A Limited Partner
Interest  ("Units")  at  $500  per Unit ($100,000,000). The Partnership held its
sixth  and  final  closing  on  July  26,  1994.  Pursuant  to the offering, the
Partnership  received  $27,013,500  of  gross offering proceeds from the sale of
54,027  Units.  The  Partnership  incurred  $3,260,594  of commissions and other
offering  expenses  in  connection  with the sale of these Units, thus receiving
$23,752,906  of  net  offering  proceeds.

     The  Class  B  Limited  Partner  contributed  cash to the Partnership in an
amount equal to 12.5% of the aggregate purchase price of the equipment purchased
with  the  net  offering  proceeds  received from the sale of Units and the cash
contributed  by  the  Class  B  Limited  Partner.  The  Class  B Limited Partner
contributed  $3,285,377  to  fulfill  its  obligation.

2.     SIGNIFICANT  ACCOUNTING  POLICIES

Cash  and  Cash  Equivalents
----------------------------

     The  Partnership  considers  liquid investment instruments purchased with a
maturity  of  three  months  or  less  to  be cash equivalents.  The Partnership
invests working capital and cash flows from operations, prior to distribution to
partners  in  short-term  highly  liquid  investments.  At December 31, 2001 and
2000,  the  Partnership had approximately $1,821,000 and $865,000, respectively,
invested  in  commercial  paper  and a money market fund that invests in similar
instruments.

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  leases  are accounted for as operating leases and are noncancellable. Rents
received  prior  to  their  due  dates  are  deferred.  Future  minimum rents of
$3,312,316  are  due  as  follows:




<TABLE>
<CAPTION>

<S>                                 <C>    <C>
  For the year ending December 31,   2002  $1,797,213
                                     2003     978,231
                                     2004     500,141
                                     2005      25,878
                                     2006      10,853
                                           ----------

                                    Total  $3,312,316
                                           ==========
</TABLE>



          Revenue  from major individual lessees which accounted for 10% or more
of  lease  revenue during the years ended December 31, 2001, 2000 and 1999 is as
follows:

                              PERCENTAGE  OF  LEASE  REVENUE
                              ------------------------------
<TABLE>
<CAPTION>

<S>                                 <C>    <C>    <C>
                                    2001   2000   1999
                                    -----  -----  -----

Chrysler Corporation                  24%    23%    18%
Electronic Data System Corporation    15%    --     --
General Motors Corporation            --     11%    11%
</TABLE>





The allowance for bad debts was deemed to be immaterial at December 31, 2001 and
2000,  respectively.

Use  of  Estimates
------------------

     The  preparation  of the financial statements in conformity with accounting
principles generally accepted in the United States requires the use of estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying  notes.  Actual  results  could  differ  from  those  estimates.

Equipment  on  Lease
--------------------

     All equipment was acquired from EFG or from third-party sellers.  Equipment
cost  represents  asset  base  price plus acquisition fees.  Asset base price is
equal  to  the  lower of (i) the actual price paid for the equipment by EFG plus
the  cost  of  an  appraisal  and  all  costs  accrued by EFG while carrying the
equipment  less the amount of interim rents received by EFG prior to selling the
equipment  or  (ii)  fair  market  value  of  such equipment as determined by an
independent  appraiser.

Depreciation
------------

     The  Partnership's  depreciation policy is intended to allocate the cost of
equipment  over  the  period  during  which  it  produces economic benefit.  The
principal period of economic benefit is considered to correspond to each asset's
primary  lease  term,  which  term  generally  represents the period of greatest
revenue  potential  for each asset.  Accordingly, to the extent that an asset is
held  on  primary lease term, the Partnership depreciates the difference between
(i)  the cost of the asset and (ii) the estimated residual value of the asset on
a  straight-line  basis  over such term.  For purposes of this policy, estimated
residual  values  represent estimates of equipment values at the date of primary
lease  expiration.  To the extent that an asset is held beyond its primary lease
term,  the  Partnership  continues to depreciate the remaining net book value of
the  asset  on  a  straight-line basis over the asset's remaining economic life.
Periodically,  the General Partners evaluate the net carrying value of equipment
to  determine whether it exceeds estimated net realizable value.  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.

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

Provision  for  Income  Taxes
-----------------------------

     No  provision  for  income  taxes is included in the accompanying financial
statements.  The  Partners  are  responsible  for  reporting their proportionate
share  of the Partnership's taxable income and other tax attributes on their tax
returns.

Net  Income  Per  Unit  of  Class  A  Limited  Partner  Interest
----------------------------------------------------------------

     The  net income per Unit of Class A Limited Partner Interest is computed by
dividing  the  net  income  allocated  to  the  Class  A Limited Partners by the
weighted average number of Units of Class A Limited Partner Interest outstanding
during  the  period.

Receivable  from  General  Partner
----------------------------------

     Certain  rents and proceeds from the sale of equipment are paid directly to
EFG.  EFG  temporarily deposits collected funds in a separate escrow account and
remits  such amounts to the Partnership on a monthly basis.  The Partnership was
owed  $148,300  and  $149,843  for  such funds as of December 31, 2001 and 2000,
respectively.

3.     PARTNERSHIP  ALLOCATIONS

                               CASH DISTRIBUTIONS

     Cash  distributions,  other  than  liquidating  distributions,  will  be
distributed  5%  to the General Partners and 95% to the Class A Limited Partners
and  the Class B Limited Partner (collectively, the "Limited Partners"). The 95%
distributed  to  the Limited Partners is generally allocated between the Class A
Limited  Partners and the Class B Limited Partner in the manner set forth in the
table  below.

1.     During  the  reinvestment  period  (which  ended  in  2000):
       -----------------------------------------------------------

<TABLE>
<CAPTION>

<S>   <C>                                           <C>        <C>       <C>

-                                                   CLASS A    CLASS B
-                                                   LIMITED    LIMITED
-                                                   PARTNERS   PARTNER   REINVESTED
      --------------------------------------------  ---------  --------  -----------

-(A)  Until The Class A Limited Partners have
-     received an 11% annualized, cumulative
-     distribution on their capital contributions      100.0%       --           --

-(B)  Cash remaining after (A) above and until
-     the Class B Limited Partner has received
-     a 10% annualized distribution on its
-     capital contributions                               --     100.0%          --

<PAGE>
                                                    CLASS A    CLASS B
                                                    LIMITED    LIMITED
                                                    PARTNERS   PARTNER   REINVESTED
                                                    ---------  --------  -----------
-(C)  Cash remaining after (B) above is to be
-     reinvested in additional equipment                  --        --        100.0%

2.    After the reinvestment period:
      --------------------------------------------

-(A)  Until the Class A Limited Partners have
-     received an 11% annualized, cumulative
-     distribution on their capital
-     contributions                                    100.0%       --           --

-(B)  Cash remaining after (A) above and
-     until the Class B Limited Partner has
-     received a 10% annualized distribution
-     on its capital contributions                        --     100.0%          --

-(C)  Cash remaining after (B) above and
-     until the Class A Limited Partners
-     receive a return of their capital
-     contributions, plus a 9% annual,
-     cumulative distribution compounded
-     quarterly on their adjusted capital
-     contributions ("Payout")                          87.5%     12.5%          --

-(D)  Cash remaining after (C) above and
-     until the Class B Limited Partner has
-     received any previously undistributed
-     portion of its 10% annualized distribution
-     on its capital contributions                        --     100.0%          --

-(E)  Cash remaining after (D) above and until
-     the Class B Limited Partner achieves Payout       12.5%     87.5%          --

-(F)  Cash remaining after (E) above                    75.0%     25.0%          --
</TABLE>

     Upon  liquidation  of the Partnership, cash available for distribution will
be  distributed  in  accordance  with  the  partners' capital accounts after all
allocations  of  profits  and  losses.

                               PROFITS AND LOSSES

     Profits  (not  including the special allocations discussed below) are first
allocated to offset current and prior year losses, if any. Remaining profits are
then allocated among the partners in the same manner that cash distributions are
allocated, or would be allocated (as set forth above) if cash distributions were
equal  to  the  allocable  profits.

     Losses  (not  including  the special allocations discussed below) are first
allocated  to  offset  current and prior year profits and then 1% to the General
Partners  and  99%  to  the  Limited  Partners. The 99% allocated to the Limited
Partners  will  be shared 87.5% to the Class A Limited Partners and 12.5% to the
Class  B  Limited  Partner.

     There are several special allocation provisions included in the Partnership
agreement,  of which the two most significant are as follows: First, commissions
and  expenses  paid  in connection with the sale of Units ("Offering Costs") are
allocated  1%  to  the General Partners and 99% to the Limited Partners. The 99%
allocated  to  the  Limited Partners will be shared 87.5% to the Class A Limited
Partners  and  12.5%  to  the Class B Limited Partner. Second, depreciation with
respect to the equipment and any losses resulting from the sale of equipment are
allocated  1% to the General Partners and 99% to the Limited Partners, until the
cumulative  amount  of  depreciation  and  losses  so  allocated  to the Limited
Partners equals their aggregate capital contributions, net of allocated Offering
Costs.  The  99% allocated to the Limited Partners will be shared by the Class A
Limited  Partners  and  the  Class  B  Limited  Partner  in  proportion to their
respective  capital  contributions  net of allocated Offering Costs. The General
Partners  will  also  be  specially allocated items of income to offset their 1%
allocation  of  these  two  items.


4.     EQUIPMENT  ON  OPERATING  LEASES

     The  following  is  a  summary  of  equipment  owned  by the Partnership at
December  31,  2001  and  2000:
<TABLE>
<CAPTION>

<S>                             <C>                <C>                  <C>

                                REMAINING LEASE          EQUIPMENT AT COST
                                TERM (MONTHS) AT   ----------------------------------
EQUIPMENT TYPE                  DECEMBER 31, 2001            2001           2000
------------------------------  ----------------   -------------------  -------------

Industrial equipment                         0-58  $       16,903,519   $ 20,857,311
Business equipment                           0-20             119,574        182,949
                                                   -------------------  -------------

Total equipment cost                                       17,023,093     21,040,260

Less: Accumulated depreciation                            (11,987,625)   (12,589,684)
                                                   -------------------  -------------

Equipment, net                                     $        5,035,468   $  8,450,576
                                                   ===================  =============
</TABLE>


     The  above  summary  includes  fully depreciated equipment held for sale or
re-lease  with  a  cost  of  approximately  $268,000  at  December 31, 2001.  At
December  31, 2000, the Partnership had equipment held for sale or re-lease with
a  cost  and  net  book value of approximately $95,000 and $4,000, respectively.
The  General  Partners  are  actively  seeking  the sale or re-lease of all such
equipment  not  on  lease.

     At  December  31,  2001,  industrial  equipment includes materials handling
(approximately  54%),  construction and mining (approximately 12%), retail store
fixtures  (approximately 12%), furniture & fixtures (approximately 5%), research
&  test  (approximately 1%), trailers & intermodal containers (less than 1%) and
manufacturing (approximately 15%), and business equipment includes computers and
periphals  (approximately  1%),  communications (less than 1%), and photocopying
(less  than  1%).

     At  December  31,  2000,  industrial  equipment includes materials handling
(approximately  59%),  construction and mining (approximately 10%), retail store
fixtures  (approximately  9%),  furniture & fixtures (approximately 4%), general
purpose  plant/warehouse (approximately 3%), research & test (approximately 1%),
trailers & intermodal containers (less than 1%) and manufacturing (approximately
12%),  and  business  equipment  includes computers and periphals (approximately
1%),  communications  (less  than  1%),  and  photocopying  (less  than  1%).

     All  percentages  are  based  upon  total  equipment  cost.

5.     TRANSACTIONS  WITH  AFFILIATES

Acquisition  of  Equipment
--------------------------

     Pursuant  to its investment objectives, the Partnership has acquired, on an
all-cash  basis, certain leased equipment from EFG, an affiliate of the Managing
General Partner.  The Partnership purchased equipment aggregating $1,446,464 and
$4,142,139  (including acquisition fees) during the 2000 and 1999, respectively.
The  Partnership's  reinvestment  period  ended  in  fiscal  2000.

Acquisition  Fees
-----------------

     The Managing General Partner, or its affiliates, receives or is entitled to
receive  a  fee  equal to (i) 2.25% of the purchase price of equipment purchased
with  net  offering proceeds from the sale of Units, and (ii) 3% of the purchase
price  of  equipment  purchased  with  reinvested  Partnership  cash  flow  as
compensation  for  evaluating,  selecting,  negotiating  and  consummating  the
acquisition  of the equipment.  The Managing General Partner, or its affiliates,
earned  acquisition fees of $42,130 and $120,645 in 2000 and 1999, respectively.
The  Partnership's  reinvestment  period  ended  during  fiscal  2000.

Management  Fees
----------------

     The  General  Partners  are  entitled to receive a monthly fee in an amount
equal  to  2%  of  gross  rentals  for  Full  Payout  Leases,  as defined in the
Partnership  Agreement  and  5%  of  gross rentals for Operating Leases (payable
66.67%  to the Managing General Partner and 33.33% to the Administrative General
Partner) as compensation for services rendered in connection with the management
of  the  equipment.  Management  fees  of  $169,917, $168,763, and $199,059 were
earned  by  the  General  Partners  during  2001,  2000  and 1999, respectively.
Effective  July  1, 1998, the Managing General Partner agreed to perform certain
administrative  functions  on behalf of the Partnership that previously had been
performed  by  the  Administrative  General  Partner.  For  these  services, the
Administrative  General  Partner  pays  the  Managing  General Partner an amount
equivalent  to  the  fees  otherwise  due  the  Administrative  General Partner.

Disposition  Fees
-----------------

     The  General  Partners,  or  their  affiliates,  were entitled to receive a
subordinated  disposition fee in an amount equal to the lesser of (i) 50% of the
fee  that  would  be  charged  by an unaffiliated party, or (ii) 3% of the gross
contract  price  relating to each sale of equipment (payable 50% to the Managing
General Partner or its affiliates and 50% to the Administrative General Partner)
as  compensation  for  negotiating  and  consummating  sales  of equipment.  The
Partnership  has  not accrued subordinated disposition fees during 2001, 2000 or
1999,  because  it  is  not  probable  that  these  fees  would  be  paid.

General  and  Administrative  Expenses
--------------------------------------

     The General Partners are entitled to reimbursement of certain expenses paid
on  behalf  of  the  Partnership  which  are  incurred  in  connection  with the
Partnership's  operations.

Class  Action  Settlement
-------------------------

     As  part of a class action settlement, beginning January 1996, all fees and
distributions paid to the Administrative General Partner and all future fees and
distributions  paid to the Administrative General Partner will be assigned by an
affiliate  to  an  escrow  account  for  the  benefit  of  class  members.

<PAGE>
6.     RECONCILIATION  TO  INCOME  TAX  METHOD  OF  ACCOUNTING

     The  following  is  a  reconciliation  of  the  net  income as shown in the
accompanying  financial  statements  to  the taxable income reported for federal
income  tax  purposes:
<TABLE>
<CAPTION>

<S>                                                <C>         <C>          <C>
                                                         2001        2000         1999
                                                   ----------  -----------  -----------

Net income per financial statements                $1,269,464  $1,487,192   $1,606,406
Increase (decrease) resulting from:
 Provisions for bad debts                              15,000     (14,000)          --
 Depreciation                                          78,852    (286,536)    (504,786)
 Gain (loss) on sale of equipment (tax basis) and
       other                                          726,427    (452,913)    (153,954)
 Deferred rental income                                76,853     (37,564)      35,307
 Other                                                     --          --       (4,675)
                                                   ----------  -----------  -----------
Taxable income per federal income
 tax return                                        $2,166,596  $  696,179   $  978,298
                                                   ==========  ===========  ===========
</TABLE>

     The  following is a reconciliation of the Partnership's capital accounts as
shown  in  the  accompanying  financial  statements  to  the  tax  bases capital
accounts:
<TABLE>
<CAPTION>

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

Net assets per financial statements                        $ 7,479,450   $ 9,683,692
Increase (decrease) resulting from:
 Commisions and expenses paid in connection with the sale
 of Class A Limited Partner Units                            3,260,594     3,260,594
 Distributions payable to partners                             318,785       318,785
 Deferred rental income                                        128,451        51,598
 Accumulated depreciation                                     (855,236)   (1,660,517)
 Allowance for doubtful accounts                                48,000        33,000
                                                           ------------  ------------

Tax bases of net assets                                    $10,380,044   $11,687,152
                                                           ============  ============
</TABLE>


7.     QUARTERLY  RESULTS  OF  OPERATIONS  (UNAUDITED)
<TABLE>
<CAPTION>

<S>                             <C>         <C>         <C>         <C>
                                MAR. 31     JUN. 30     SEPT. 30    DEC. 31
                                ----------  ----------  ----------  ----------
2001:
Total Revenue                   $  996,460  $  920,941  $1,036,652  $  825,771
Net Income                         300,555     289,002     415,549     264,358
Net Income per Class A Limited
  Partner                             5.01        4.84        6.78        4.46

2000:
Total Revenue                   $1,103,486  $1,067,625  $1,222,702  $1,047,072
Net Income                         300,650     362,181     491,362     332,999
Net Income per Class A Limited
  Partner                             5.01        5.96        7.95        5.52
</TABLE>




8.     NEW  ACCOUNTING  PRONOUNCEMENTS

     In  June 2001, the Financial Accounting Standards Board issued SFAS No. 141
"Business  Combinations",  and  SFAS  No.  142,  "Goodwill  and Other Intangible
Assets",  (collectively  the  "statements") effective for fiscal years beginning
after  December  15,  2001.  Under the new rules, goodwill and intangible assets
deemed  to have indefinite lives will no longer be amortized but will be subject
to  annual impairment tests in accordance with the statements.  Other intangible
assets  will  continue  to  be  amortized  over  their  useful  lives.

     In October 2001, the Financial Accounting Standards Board issued Statements
of  Financial  Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for  the
Impairment  or  Disposal  of  Long-Lived  Assets",  which  replaces SFAS No. 121
"Accounting  for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed of".  SFAS No. 144 provides updated guidance concerning the recognition
and  measurement  of  an impairment loss for certain types of long-lived assets,
expands  the  scope  of  a  discontinued  operation to include a component of an
entity and eliminates the current exemption to consolidation when control over a
subsidiary  is  likely  to be temporary.  SFAS 144 is effective for fiscal years
beginning  after  December  15,  2001.

     The  Company  will  apply  the new rules on accounting for the goodwill and
other  intangible assets and for the impairment or disposal of long-lives assets
beginning  for  the  first  quarter of 2002, which is not anticipated to have an
impact  on  the  Company's  earnings  or  financial  position.

ITEM  9.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

None.

<PAGE>

                                    PART III

ITEM  10.     DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

     The Partnership has no officers and directors. The General Partners jointly
manage  and  control  the  affairs  of  the  Partnership  and  have  general
responsibility  and authority in all matters affecting its business. Information
concerning  the  directors  and executive officers of the General Partners is as
follows:

                     PEMBROKE FINANCIAL LIMITED PARTNERSHIP
                 (A MASSACHUSETTS LIMITED PARTNERSHIP, OF WHICH
            AFG LEASING VII INCORPORATED IS THE SOLE GENERAL PARTNER)
<TABLE>
<CAPTION>


  NAME                                               POSITIONS HELD
----------------------  ------------------------------------------------------------------------
<S>                     <C>
Gary D. Engle           President and Chief Executive Officer of the General Partner of EFG and
                        President of AFG Leasing VII Incorporated

Michael J. Butterfield  Chief Operating Officer and Treasurer of the General Partner of EFG and
                        Treasurer and Clerk of AFG Leasing VII Incorporated

Geoffrey A. MacDonald   Chairman of the General Partner of EFG and a Director of AFG Leasing VII
                        Incorporated
</TABLE>


     Gary  D.  Engle,  age  53,  is President and Chief Executive Officer of the
general  partner  of  EFG  and  President  and  a  Director  of  AFG Leasing VII
Incorporated.  Mr.  Engle joined EFG in 1990 and acquired control of EFG and its
subsidiaries  in  December  1994.  Mr.  Engle  is also Chairman, Chief Executive
Officer,  and  a  member  of  the  Board  of  Directors  of  Semele  Group, Inc.
("Semele").  From 1987 to 1990, Mr. Engle was a principal and co-founder of Cobb
Partners  Development,  Inc.,  a real estate and mortgage banking company.  From
1980 to 1987, Mr. Engle was Senior Vice President and Chief Financial Officer of
Arvida Disney Company, a large-scale community development company owned by Walt
Disney  Company.  Prior  to  1980,  Mr.  Engle  served  in  various  management
consulting  and  institutional  brokerage capacities.  Mr. Engle has an MBA from
Harvard  University  and  a  BS  degree  from  the  University  of Massachusetts
(Amherst).

     Mr.  Butterfield,  age  42, is Chief Operating Officer and Treasurer of the
general  partner  of  EFG  and  is  Treasurer  and  Clerk  of  AFG  Leasing  VII
Incorporated.  Mr.  Butterfield  joined  EFG  in  1992,  became  Vice President,
Finance  and  Treasurer of the general partner EFG in 1996 and 2000 became Chief
Operating Officer and Treasurer of the general partner of EFG.  Prior to joining
EFG,  Mr.  Butterfield  was  an  Audit  Manager with Ernst & Young LLP, which he
joined  in 1987.  Mr. Butterfield was employed in public accounting and industry
positions in New Zealand and London (UK) prior to coming to the United States in
1987.  Mr.  Butterfield  attained  his  Associate  Chartered Accountant (A.C.A.)
professional qualification in New Zealand and has completed his CPA requirements
in  the  United  States.  He  holds  a  Bachelor  of  Commerce  degree  from the
University  of  Otago,  Dunedin,  New  Zealand.

     Geoffrey  A.  McDonald,  age 53, is a co-founder of EFG and Chairman of its
General  Partner.  Mr.  MacDonald is a Director of AFG Leasing VII Incorporated.
Prior to co-founding EFG's predecessor, Mr. MacDonald held various executive and
management positions in the leasing and pharmaceutical industries. Mr. MacDonald
holds  an  MBA  from  Boston  College  and  a  BA  degree from the University of
Massachusetts  (Amherst).


<PAGE>

                      GENERAL EQUIPMENT MANAGEMENT II, INC.
<TABLE>
<CAPTION>

<S>                                                              <C>
  NAME                                                           POSITIONS HELD
---------------------------------------------------------------  --------------------------------------------------

Stephen R. Dyer                                                  President and Director
Clifford B. Wattley                                              Vice President, Assistant Secretary and Director
Carmine Fusco                                                    Former Vice President, Secretary, Treasurer, Chief
                                                                 Financial and Accounting Officer (until March 11, 2002)
</TABLE>


     Stephen  R. Dyer, age 42, is President and a Director of the Administrative
General  Partner.  He  joined  Paine  Webber  Incorporated  in  June  1988  as a
Divisional  Vice President and is currently a Senior Vice President and Director
of Private Investments. Prior to joining Paine Webber Incorporated, Mr. Dyer had
been  employed,  since  June  1987, as an Assistant Vice President in the Retail
National  Products Group of L.F. Rothschild & Co. Incorporated. Prior to joining
L.F.  Rothschild, he was employed, beginning in January 1985, as an Associate in
the Real Estate Department of Thomson McKinnon Securities Inc. From July 1981 to
August  1983,  Mr.  Dyer was on the audit staff of the accounting firm of Arthur
Young  &  Company.  He  received his Bachelor of Science degree in Accounting in
1981  from  Boston College and a Masters of Business Administration from Indiana
University  in  December  1984.  Mr.  Dyer  is  a  Certified  Public Accountant.

     Clifford  B.  Wattley, age 52, is a Vice President, Assistant Secretary and
Director  of the Administrative General Partner. Mr. Wattley is a Corporate Vice
President  with  Paine  Webber  Incorporated, having joined the firm in 1986. He
also  was  employed  previously  by Paine, Webber, Jackson & Curtis from 1979 to
1980.  From  1986  to 1992, Mr. Wattley participated in Paine Webber's Principal
Transactions  Group.  Mr.  Wattley  has  been a member of the Private Investment
Department since 1992. He holds a Bachelor of Science degree in engineering from
Columbia  University  and  a  Masters  in  Business  Administration from Harvard
University.

(1)  Carmine  Fusco,  age 33, was Vice President, Secretary, Treasurer and Chief
Financial  and Accounting Officer of the Administrative General Partner. He also
served  as an Assistant Vice President within the Private Investments Department
of  UBS  PaineWebber Inc.  Mr. Fusco had previously been employed as a Financial
Valuation  Consultant  in the Business Valuation Group of Deloitte & Touche, LLP
from  January  1997 to August 1998.  He was employed as a Commodity Fund Analyst
in  the  Managed  Futures  Department of Dean Witter Reynolds Incorporated, from
October  1994  to  November 1995.  Prior to joining Dean Witter, Mr. Fusco was a
Mutual  Fund  Accountant  with  the  Bank of New York Company, Incorporated.  He
received  his  Bachelor  of Science degree in Accounting and Finance in May 1991
from  Rider  University  and a Master of Business Administration from Seton Hall
University  in June 1996.  On February 25, 2000, Mr. Fusco was charged with, and
on  January  14,  2002  pleaded guilty to, conspiracy to distribute a controlled
substance.  His  employment  with  UBS  PaineWebber  Inc. and the Administrative
General  Partner was terminated on March 11, 2002, the date UBS PaineWebber Inc.
and  the  Administrative  General  Partner  were  informed  of  these  facts.

(1)  Until  March  11,  2002

ITEM  11.     EXECUTIVE  COMPENSATION

     No  compensation  was paid by the Partnership to the officers and directors
of  the General Partners. See Item 13 of this Report, "Certain Relationships and
Related  Transactions",  which  is  incorporated  herein  by  reference,  for  a
description  of the compensation and fees paid to the General Partners and their
affiliates  by  the  Partnership  during  2001.

<PAGE>

ITEM  12.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

          (a)     As  of  the date hereof, no person is known by the Partnership
to  be the beneficial owner of more than 5% of the Units of the Partnership. The
Partnership  has  no directors or officers, and neither the General Partners nor
the  Class  B  Limited  Partner  of  the  Partnership  owns  any  Units.

               PYB  Limited  Partnership  owns 100% of the Partnership's Class B
Units.  EFG  acquired  all  of  the  equity  ownership  interest  in PYB Limited
Partnership  as  of  November  1,  1993.

               The  names  and addresses of the General Partners and the Class B
Limited  Partner  are  as  follows:

                    Managing  General  Partner:

                         Pembroke  Financial  Limited  Partnership
                         450  Carillon  Parkway,  Suite  200
                         Tampa,  FL  33716

                    Administrative  General  Partner:

                         General  Equipment  Management  II,  Inc.
                         800  Harbor  Boulevard,  3rd  Floor
                         Weehawken,  NJ  07087

                    Class  B  Limited  Partner:

                         PYB  Limited  Partnership
                         450  Carillon  Parkway,  Suite  200
                         Tampa,  FL  33716

          (b)     No  directors or officers of the Managing General Partner, the
Administrative General Partner or the Class B Limited Partner owned any Units as
of  March  1,  2002.

          (c)     The Partnership knows of no arrangements, the operation of the
terms  of  which  may  at a subsequent date result in a change in control of the
Partnership.

ITEM  13.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     The  General  Partners  and  their affiliates have received or will receive
certain  types  of compensation, fees, or other distributions in connection with
the  operations of the Partnership. The fees and compensation were determined in
accordance  with  the  applicable  provisions  of  the  Partnership  Agreement.

Acquisition  of  Equipment
--------------------------

     Pursuant  to its investment objectives, the Partnership has acquired, on an
all-cash  basis, certain leased equipment from EFG, an affiliate of the Managing
General Partner.  The Partnership purchased equipment aggregating $1,446,464 and
$4,142,139 (including acquisition fees) during 2000 and 1999, respectively.  The
Partnership's  reinvestment  period  ended  during  fiscal  2000.

Acquisition  Fees
-----------------

     The Managing General Partner, or its affiliates, receives or is entitled to
receive  a  fee  equal to (i) 2.25% of the purchase price of equipment purchased
with  net  offering proceeds from the sale of Units, and (ii) 3% of the purchase
price  of  equipment  purchased  with  reinvested  Partnership  cash  flow  as
compensation  for  evaluating,  selecting,  negotiating  and  consummating  the
acquisition  of the equipment.  The Managing General Partner, or its affiliates,
earned  acquisition fees of $42,130 and $120,645 in 2000 and 1999, respectively.
The  Partnership's  reinvestment  period  ended  during  fiscal  2000.

Management  Fees
----------------

     The  General  Partners  are  entitled to receive a monthly fee in an amount
equal  to  2%  of  gross  rentals  for  Full  Payout  Leases,  as defined in the
Partnership  Agreement  and  5%  of  gross rentals for Operating Leases (payable
66.67%  to the Managing General Partner and 33.33% to the Administrative General
Partner) as compensation for services rendered in connection with the management
of  the  equipment.  Management  fees  of  $169,917, $168,763, and $199,059 were
earned  by  the  General  Partners  during  2001,  2000  and 1999, respectively.
Effective  July  1, 1998, the Managing General Partner agreed to perform certain
administrative  functions  on behalf of the Partnership that previously had been
performed  by  the  Administrative  General  Partner.  For  these  services, the
Administrative  General  Partner  pays  the  Managing  General Partner an amount
equivalent  to  the  fees  otherwise  due  the  Administrative  General Partner.

Disposition  Fees
-----------------

     The  General  Partners,  or  their  affiliates,  were entitled to receive a
subordinated  disposition fee in an amount equal to the lesser of (i) 50% of the
fee  that  would  be  charged  by an unaffiliated party, or (ii) 3% of the gross
contract  price  relating to each sale of equipment (payable 50% to the Managing
General Partner or its affiliates and 50% to the Administrative General Partner)
as compensation for negotiating and consummating sales of equipment. At December
31,  1998,  the Partnership reversed previously accrued subordinated disposition
fees  of  $106,962  because the General Partners concluded that it was no longer
probable  that  these  subordinated  disposition  fees  would  be  paid.  The
Partnership  has not accrued for subordinated disposition fees during 2001, 2000
or  1999.

Accountable  General  and  Administrative  Expenses
---------------------------------------------------

     The General Partners are entitled to reimbursement of certain expenses paid
on  behalf  of  the  Partnership  which  are  incurred  in  connection  with the
Partnership's  operations.

Class  Action  Settlement
-------------------------

     As  part of a class action settlement, beginning January 1996, all fees and
distributions paid to the Administrative General Partner and all future fees and
distributions  paid to the Administrative General Partner will be assigned by an
affiliate  to  an  escrow  account  for  the  benefit  of  class  members.



<PAGE>
                                     PART IV

ITEM  14.     EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES AND REPORTS ON FORM 8-K

     (a)     The  following  documents  are  filed  as  part  of  this  Report:

     and

     (d)

          1.     Financial  Statements:  (Incorporated by reference to Item 8 of
this  Report,  "Financial  Statements").

     All  Schedules  for  which  provision  is made in the applicable accounting
regulations  of  the  Securities  and     Exchange  Commission have been omitted
since; (1) the information required is disclosed in the financial     statements
and  notes  therein;  (2)  schedules  are  not  required  under  the  related
instructions;  or  (3)  the     schedules  are  inapplicable.

     (b)     None.

     (c)     Exhibits  required  to  be  filed.

     EXHIBIT  NO.     DESCRIPTION
     ------------     -----------

     4.1     Amended  and  Restated  Agreement  of  Limited  Partnership  of  PW
Preferred  Yield Fund II, L.P., dated as of September 10, 1992. Filed as Exhibit
4.1  to  the Registrant's Annual Report on Form 10-K for the year ended December
31,  1992.*

     10.1     Sales  Agency  Agreement,  dated  September  15,  1992,  among  PW
Preferred  Yield  Fund II, L.P., Pembroke Financial Limited Partnership, General
Equipment  Management  II,  Inc., AFG Leasing VII Incorporated, American Finance
Group  and  Paine Webber Incorporated. Filed as Exhibit 10.1 to the Registrant's
Annual  Report  on  Form  10-K  for  the  year  ended  December  31,  1992.*

     10.2     Escrow  Agreement,  dated  as  of  September  17,  1992,  among PW
Preferred Yield Fund II, L.P., Paine Webber Incorporated and First National Bank
of  Omaha.  Filed as Exhibit 10.2 to the Registrant's Annual Report on Form 10-K
for  the  year  ended  December  31,  1992.*

     10.3     Reporting  Agent Agreement, dated as of September 17, 1992, by and
among  PW  Preferred  Yield Fund II, L.P., Paine Webber Incorporated and Service
Data  Corporation.  Filed  as  Exhibit 10.3 to the Registrant's Annual Report on
Form  10-K  for  the  year  ended  December  31,  1992.*

     11     Partnership's  policy  regarding  requests  for  partner  lists.*

     *  Not  filed herewith. In accordance with Rule 12b-32 of the General Rules
and  Regulations under the Securities Exchange Act of 1934, reference is made to
the  document  previously filed with the Commission which is incorporated herein
by  reference.

<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) 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.

Dated:  March  29,  2002

                    PW  Preferred  Yield  Fund  II,  L.P.

                    By:     General  Equipment  Management  II,  Inc.
                            Administrative  General  Partner

                    By:     /s/  Stephen  R.  Dyer
                            Stephen  R.  Dyer
                            President  and  Director

                    By:     Pembroke  Financial  Limited  Partnership
                            Managing  General  Partner
                    By:     AFG  Leasing  VII  Incorporated

                    By:     /s/  Gary  D.  Engle
                            Gary  D.  Engle
                            President

                    By:     /s/  Michael  J.  Butterfield
                            Michael  J.  Butterfield
                            Chief  Financial  Officer

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
Registrant  and  in  the  capacities  indicated  on  March  29,  2002.

SIGNATURE     TITLE
---------     -----

/s/  Gary  D.  Engle     Director  of  AFG  Leasing  VII
Gary  D.  Engle     Incorporated,  the  sole  General  Partner  of
     Pembroke  Financial  Limited  Partnership

/s/  Geoffrey  A.  MacDonald     President  and  Director  of  AFG  Leasing  VII
Geoffrey  A.  MacDonald     Incorporated,  the  sole  General  Partner  of
     Pembroke  Financial  Limited  Partnership

/s/  Stephen  R.  Dyer     President  and  Director  of  General
Stephen  R.  Dyer     Equipment  Management  II,  Inc.

/s/  Clifford  B.  Wattley     Vice  President,  Assistant  Secretary
Clifford  B.  Wattley     and  Director  of  General  Equipment
     Management  II,  Inc.






<PAGE>