FORM 10-K/A

                       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  [FEE  REQUIRED]

For  the  fiscal  year  ended  December  31,  2000

                                       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                                  84-1180783
     (STATE  OF  ORGANIZATION)                     (I.R.S.  EMPLOYER
                                                   IDENTIFICATION  NO.)

     88  BROAD  STREET
     BOSTON,  MASSACHUSETTS                              02110
    (ADDRESS  OF  PRINCIPAL                          (ZIP  CODE)
     EXECUTIVE  OFFICES)



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

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>

                                EXPLANATORY NOTE


After  PW  Preferred Yield Fund II, L.P. (the "Partnership" or the "Registrant")
filed  its  Annual Report on Form 10-K for the year ended December 31, 2000 with
the  United  States  Securities  and  Exchange  Commission,  the Partnership was
informed  that  an  officer  of  the  Administrative  General  Partner,  General
Equipment  Management  II,  Inc.,  was  charged  with conspiracy to distribute a
controlled  substance  on  February  25, 2000.  On January 14, 2002, the officer
pleaded  guilty  and was convicted.  On March 11, 2002, the officer notified the
Partnership  of  the  charges  and  was  immediately  terminated.

As  a  result  of these events, Item 10 "Directors and Executive Officers of the
Registrant"  of the 2000 Form 10-K has been amended to include disclosure of the
related  charges  against  the  officer.


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 and member of the Executive
                        Committee of EFG and President and a Director of AFG Leasing VII
                        Incorporated

Geoffrey A. MacDonald   Chairman and a member of the Executive Committee of EFG and a
                        Director of AFG Leasing VII Incorporated

Michael J. Butterfield  Executive Vice President and Chief Operating Officer of
                        EFG and Treasurer and Clerk of AFG Leasing VII Incorporated
</TABLE>


     Gary  D.  Engle, age 52, is President, Chief Executive Officer and a member
of  the  Executive  Committee of EFG and President and a Director of AFG Leasing
VII  Incorporated.  Mr. Engle joined EFG in 1990 as Executive Vice President and
acquired  control  of  EFG  and its subsidiaries in December 1994.  Mr. Engle is
Vice  President  and a Director of certain of EFG's subsidiaries and affiliates.
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).

     Geoffrey  A.  McDonald,  age  52,  is a co-founder, member of the Executive
Committee  and Chairman of EFG. Mr. MacDonald served as co-founder, Director and
Senior  Vice  President  of EFG's predecessor corporation from 1980 to 1988. Mr.
MacDonald  is  a  Director  of  AFG  Leasing  VII  Incorporated and President of
American  Finance Group Securities Corp. 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).

     Mr.  Butterfield,  age  41, is Executive Vice President and Chief Operating
Officer  of  EFG and is Treasurer and Clerk of several of EFG's subsidiaries and
affiliates,  including AFG Leasing VII Incorporated.  Mr. Butterfield joined EFG
in June 1992, became Vice President, Finance and Treasurer of EFG and certain of
its  affiliates  in  April 1996 and in June 2000, was promoted to Executive Vice
President  and  Chief  Operating  Officer  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.

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


  NAME                                POSITIONS HELD
-------------------  ------------------------------------------------
<S>                  <C>
Stephen R. Dyer      President and Director
Clifford B. Wattley  Vice President, Assistant Secretary and Director
Carmine Fusco        Vice President, Secretary, Treasurer, Chief
                     Financial and Accounting Officer
</TABLE>

     Stephen  R. Dyer, age 41, 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 51, 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.

     Carmine  Fusco,  age  32, is Vice President, Secretary, Treasurer and Chief
Financial  and Accounting Officer of the Administrative General Partner, he also
serves  as an Assistant Vice President within the Private Investments Department
of  PaineWebber  Incorporated.  Mr. Fusco was previously 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.


<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:  June  21,  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  and  a  Director

                         By:     /s/  Michael  J.  Butterfield
                              Michael  J.  Butterfield
                              Treasurer  and  Principal Financial and Accounting
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  June  21,  2002.
<TABLE>
<CAPTION>


SIGNATURE                                     TITLE
-------------------------  -------------------------------------------
<S>                        <C>
/s/ Gary D. Engle          President and a Director of AFG Leasing VII
Gary D. Engle              Incorporated, the sole General Partner of
                           Pembroke Financial Limited Partnership

/s/ Geoffrey A. MacDonald  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.

</TABLE>