SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549-1004
FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedDecember 31, 2001Commission file number0-21256                         
                      CYPRESS EQUIPMENT FUND II, LTD.         (Exact name of Registrant as specified in its charter)Florida                                       59-3082723   (State or other jurisdiction or                 (I.R.S. Employer
   incorporation or organization)                  Identification No.)880 Carillon Parkway,  St. Petersburg,    Florida       33716 (Address of principal executive offices)              (Zip Code) 
Registrant's telephone number, including area code (727) 573-3800Securities registered pursuant to Section 12(b) of the Act:      None
Securities registered pursuant to Section 12(g) of the Act:      50,000

Title of Each Class
Units of Limited Partnership Interest
$1,000 per unit

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 best of 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.  XIndicate 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 such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES     X            NO
                               -------
             -------
Number of shares outstanding of each of Registrant's classes of securities:
                                                     Number of Units
  Title of Each Class                              at December 31, 2001
----------------------                             --------------------
Units of Limited Partnership                               36,469
Interest:  $1,000 per unit

DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
Parts III and IV - Form S-1 Registration Statement
and all amendments and Supplements thereto
File No. 33-44119

---

PART I

Item 1.  BUSINESS
General Development of Business -
     The Registrant is a Florida limited partnership (the "Partnership") composed of Cypress Equipment Management Corporation II, a California corporation and a wholly-owned subsidiary of Cypress Leasing Corporation, as the Managing General Partner; RJ Leasing - 2, Inc., a Florida corporation and a second-tier subsidiary of Raymond James Financial, Inc., as the Administrative General Partner; Raymond James Partners, Inc., a Florida corporation and a wholly-owned subsidiary of Raymond James Financial, Inc., as the other General Partner; and purchasers of partnership units as Limited Partners.
Financial Information about Industry Segments -
     The Registrant is engaged in only one industry segment, to acquire transportation, manufacturing, industrial and other capital equipment (the "Equipment") and lease the Equipment to third parties.
Narrative Description of Business -
     The Partnership's business is to acquire and lease equipment, primarily through full payout and operating leases expected to generate income over the useful life of the Equipment, and to generate cash distributions to the Limited Partners from leasing revenues and proceeds from the sale or other disposition of the Equipment owned by the Partnership.
     The Registrant has no direct employees.  The General Partners have full and exclusive discretion in management and control of the Partnership.
     The equipment leasing industry is highly competitive and offers to users an alternative to the purchase of nearly every type of equipment.  In seeking lessees, the Partnership will compete with manufacturers of equipment who provide leasing programs and with established leasing companies and equipment brokers.  In addition, there are numerous other potential investors, including limited partnerships, organized and managed similarly to the Partnership, seeking to purchase equipment subject to leases, some of which have greater financial resources and more experience than the Partnership or the General Partners.
Item 2.  PROPERTIES
     The Registrant commenced operations in June 1992, and as of December 31, 2001, the original cost of Equipment owned by the Partnership was $680,825.  Equipment and related information consist of the following:

---

|EQUIPMENT                         | LEASE
MATURITIES
AT 12/31/01              | ACQUISITION
COST                                           | FUTURE REVENUE
OF REMAINING
LEASE TERM AT
12/31/01           
|--------------------------------- | ----------------------------------------- | ---------------------------------------------------------- | -------------------------------------------------------------
|-------------
Machine Tools
TOTAL | --------------
March 2002-
September 2004 | -----------
    680,825
----------
$   680,825
=========== | -------------
    192,000
-----------
$   192,000
===========
|                                  |                                           |                                                            |                                                              

The lessees and the percentages of total equipment owned are as follows:

Percentage of All
                                             Equipment Owned
                                             ----------------
          Alliant Techsystems, Inc.                100%
                                             ----------------
                                                   100%
                                             ================
     The Partnership paid $3,118,969 for the right to obtain title to a specialty tug and barge on December 30, 2002, at the expiration of the lease.  This item was written down to $2,410,000 during the year ended December 31, 2001 to its lower end market value.  This was due to the current legal proceedings.
     The Partnership is also a 50% partner in one other partnership with a current net investment of $143,690.
Item 3.  LEGAL PROCEEDINGS
     As of December 31, 2001 there are legal proceedings pending.  With respect to the transaction in which Energy Ammonia Transport Company is the charter party and IMC Corporation is guarantor, the Fund has declared an event of default due to the deferral of maintenance on the tug and barge, and has filed a complaint in Federal Court seeking damages.  The charter party has denied that an event of default has occurred and has filed a counterclaim alleging that the declaration of the default represents tortious interference and is seeking damages.
Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     No matters were submitted to a vote of security holders through the solicitation
of proxies or otherwise during the fourth quarter of 2001.

---

PART II

Item 5.  MARKET FOR THE REGISTRANT'S SECURITIES AND RELATED SECURITY
         HOLDER MATTERS
 (a)     The Registrant's limited partnership interests are not publicly
traded. There
is no market for the Registrant's limited partnership interests and it is unlikely that any will develop.
 (b)     Approximate number of equity security holders:
                                                Number of Record HoldersTitle of Each Class                             as of December 31, 2001Units of Limited Partnership Interest                     1,967
General Partner Interests                                    3
Item 6.  SELECTED FINANCIAL DATA

|                                                                                            | 2001         | 2000        | 1999        | 1998        | 1997       
|------------------------------------------------------------------------------------------- | ------------ | ----------- | ----------- | ----------- | -----------
|Total Revenues                                                                              | $   134,626  | $1,016,493  | $ 7,684,923 | $ 8,736,573 | $ 6,606,199
|Net Income(Loss)                                                                            | $(1,154,625) | $ (378,833) | $11,551,809 | $ 4,560,365 | $ 1,479,260
|Total Assets                                                                                | $ 3,345,951  | $5,774,872  | $14,553,255 | $33,822,260 | $47,348,906
|Notes Payable                                                                               | $ 1,722,341  | $1,607,824  | $ 1,500,921 | $ 6,497,730 | $19,084,905
|Distributions to Limited Partners Per Weighted Average Limited Partnership Unit Outstanding | $     34.65  | $   167.67  | $    750.98 | $    150.00 | $    100.00
|Earnings (Loss)Per Weighted Average Limited Partnership Unit Outstanding                    | $    (31.34) | $  (10.28)  | $    313.59 | $    123.80 | $    40.16 

The selected financial data should be read in conjunction with the financial statements and related notes appearing elsewhere in this report.  This statement is not covered by the auditor's opinion included elsewhere in this report.

---

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF          OPERATIONS
Results of Operations
     The Partnership is beginning to wind down its operations.  The Partnership has sold significant assets, as discussed below.  The remaining assets include: two sets of machine tools on lease to third parties; a 50% interest in a partnership which leases and sells intermodal marine containers and chassis; and a deposit for the right to obtain title to a specialty tug and barge on December 31, 2002, at the expiration of the lease.
     Rental income decreased from $485,966 for the year ended December 31, 2000, to $111,007 for the year ended December 31, 2001. Interest income also decreased during the year ended December 31, 2001 as compared to the prior year because of lower average balances of cash for investment and lower interest rates.
     Interest expense increased from $106,903 for the year ended December 31, 2000, to $114,517 for the year ended December 31, 2001.  This increase resulted from increased expenses for a balloon loan.  Depreciation expense decreased for year ended December 31, 2001 versus the same period in 2000 because the Partnership had a lower depreciable basis of equipment as a result of sales of rental equipment during the year ended December 31, 2000. Management fee expense decreased from $59,853 for the year ended December 31, 2000, to $8,765 for the year ended December 31, 2001 due to decreased rental revenues.  General and Administrative expenses decreased from $202,831 for the year ended December 31, 2000, to $199,233 for the year ended December 31, 2001. There were $152,760 of legal expenses for the period ending December 31, 2001.
     The 4% incentive management fee was earned with the August 10, 1999, distribution as each Limited Partner has received cumulative cash distributions equal to his capital contribution.  The 19% incentive management fee was earned in total with the April 2000 distribution as all Limited Partners began receiving cumulative cash distributions equal to payout plus an amount equal to 8% of adjusted capital contributions per annum cumulative from each limited partner's closing date.  Incentive management fees decreased from $638,690 for the year ended December 31, 2000 to $381,266 for the year ended December 31, 2001 due to decreased distributions for the year end December 31, 2001.  Equipment resale fee expense decreased from $151,752 for the year ended December 31, 2000 to $0 for the year ended December 31, 2001 as no equipment was sold during the year ended December 31, 2001.  The Equipment resale fee was deferred without interest until the Limited Partners began receiving cumulative cash distributions equal to payout plus an amount equal to 8% of adjusted capital contributions per annum cumulative from each limited partner's closing date.  The first equipment resale fees were paid to the general partner concurrently with the April 2000 distribution.
     During the year ended December 31, 2001, no rental equipment was sold.  During the year ended December 31, 2000, rental equipment with a book value of $4,270,386 was sold for $4,973,406 less expenses of sale of $277,177, resulting in a gain on sale of $425,843.
     During the year ended December 31, 2001, there was no activity in Equipment Held for Sale.  During the year ended December 31, 2000, Equipment Held for Sale with a book value of $2,932,078 was sold for $3,364,691 less $454,869 of sales related expenses resulting in a net loss on sale of $22,256.
     During the year ended December 31, 2001, the Partnership had other income of $6,242 from the sale of aircraft parts.  During the year ended December 31, 2000, the Partnership had other income of $50,000 in the form of a settlement from a direct financing lease that had been previously written off.

---

During the year ended December 31, 2001, the Partnership had a loss of $708,969 in the write down of Deposit on Equipment.  Due to the appraisals
it was decided to write down the equipment to a lower end market value.
     Depreciation expense decreased $247,100 for the year ended December 31, 2001 versus the year ended December 31, 2000, due to an average depreciable basis of equipment of $680,825 during 2001 versus an average of $ 4,829,000 during 2000.
     The net effect of the above revenue and expense items resulted in a net loss of $1,154,625 for the year ended December 31, 2001, compared to a net loss of $378,833 for the year ended December 31, 2000.
     Notes payable increased $114,517 during the year ended December 31, 2001, due to deferred interest of $114,517.
Liquidity and Capital Resources
     The primary sources of funds for the year ended December 31, 2001, were $111,007 from rental income and $333,858 in distributions from other partnerships.  These sources and cash available were used primarily for $1,276,416 of distributions.  As of December 31, 2001, the Partnership had $443,913 of Cash and Cash Equivalents.
     In the opinion of the General Partners there are no material trends, favorable or unfavorable, in the Partnership's capital resources and the resources will be sufficient to meet the Partnership's needs for the foreseeable future.
     Short-term liquidity requirements consist of funds needed to meet administrative expenses.  Cash from 2002 operations and Cash and Cash Equivalents at December 31, 2001, will fund these short-term needs.
     In the opinion of the General Partners, the Partnership has sufficient funds or sources of funds to remain liquid for the expected life of the Partnership.  The General Partners are not aware of any trends that significantly affect the Partnership's liquidity.
     The cash balance at December 31, 2001, was $443,913.  The Partnership had a net loss of $1,154,625 and after adjusting for depreciation and amortization and the changes in operating assets and liabilities, net cash used in operating activities was $594,077.  Cash provided by investing activities totaled $331,858. Cash used in financing activities was primarily to make distributions of $1,276,416.
     Actual cash distributions were $1,276,416 in 2001 and $6,176,224 in 2000.
     The Partnership anticipates that funds from operations in 2002 and cash reserves will be adequate to cover all 2002 operating contingencies.

---

INDEPENDENT AUDITOR'S REPORT

To the Partners of
  Cypress Equipment Fund II, Ltd.
     We have audited the accompanying balance sheets of Cypress Equipment Fund II, Ltd. as of December 31, 2001 and 2000, and the related statements of operations, partners' equity (deficit) 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 of America.  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 Cypress Equipment Fund II, Ltd. as of 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 of America.
     As discussed in Note 10, the Partnership is winding down its operation.
                                  SPENCE, MARSTON, BUNCH, MORRIS & CO.
                                      Certified Public Accountants 
Clearwater, Florida
June 12, 2002

---

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CYPRESS EQUIPMENT FUND II, LTD.
BALANCE SHEETS
DECEMBER 31,

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 2001 
----                                                                                                                                                                                                                                                             | 2000 
----                                                                                                                                                                                                                                                              
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ASSETS
Rental Equipment, at Cost
  Less:  Accumulated Depreciation
Deposit on Equipment
Investment In Partnership
Rent and Sales Proceeds Receivable
Accounts Receivable 
Cash and Cash Equivalents
    Total Assets
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Notes Payable
Payable to:  General Partners
             Others
Unearned Revenue
    Total Liabilities
Partners' Equity (Deficit):
Limited Partners (36,469 units outstanding at December 31, 2001 and 2000)
General Partners
    Total Partners' Equity
    Total Liabilities and Partners' Equity | $   680,825 
(343,659)
-----------
337,166 
2,410,000 
143,690 
11,182 
0 
443,913 
----------
$ 3,345,951 
==========
$ 1,722,341 
2,022 
19,069 
508 
----------
1,743,940 
----------
1,904,921 
(302,910)
----------
1,602,011 
----------
$ 3,345,951 
========== | $   680,825 
(291,787)
-----------
389,038 
3,118,969 
278,317 
0 
6,000 
1,982,548 
----------
$ 5,774,872 
==========
$ 1,607,824 
50,107 
83,381 
508 
----------
1,741,820 
----------
4,311,651 
(278,599)
----------
4,033,052 
----------
$ 5,774,872 
==========

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

---

CYPRESS EQUIPMENT FUND II, LTD.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 2001 
----                                                                                                                                                                                                                                                                                                                       | 2000 
----                                                                                                                                                                                                                                                                                                                                 | 1999 
----                                                                                                                                                                                                                                                                                                                                                           
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Revenues:
Rental Income
Other Income
Interest Income
Gain on Sale of Rental Equipment
Gain (Loss) on Sale of Rental
Equipment Held for Sale
Recovery on Write Down
     Total Revenues
Operating Expenses:
Management Fees-General Partners
Incentive Management Fee -
  General Partner
Equipment Resale Fee -
  General Partner
General & Administrative:
  Affiliate
  Other
Interest Expense
Depreciation and Amortization
Write Down of Assets
     Total Operating Expenses
Net Income (Loss) Before Equity in Income of Partnership
Equity in Partnership
Gain on Sale of Investment in Partnership
Net Income (Loss)
Allocation of Net Income (Loss):
  Limited Partners
  General Partners
Net Income (Loss) per $1,000 Limited Partnership Unit Outstanding
Number of Limited Partnership Units | $  111,007 
6,242 
17,377 
0 
0 
0 
----------
134,626 
----------
8,765 
381,266 
0 
21,856 
199,237 
114,517 
51,872 
708,969 
----------
1,486,482 
----------
(1,351,856)
197,231 
0 
----------
$(1,154,625)
==========
$(1,143,079)
(11,546)
----------
$(1,154,625)
==========
$    (31.34)
==========
36,469 
========== | $  485,966 
0 
76,940 
425,843 
(22,256)
50,000 
----------
1,016,493 
----------
59,893 
638,690 
151,752 
38,771 
202,831 
106,903 
298,972 
0 
----------
1,497,812 
----------
(481,319)
102,486 
0 
----------
$ (378,833)
==========
$ (375,045)
(3,788)
----------
$ (378,833)
==========
$   (10.28)
==========
36,469 
========== | $3,066,577 
0 
245,807 
307,191 
4,065,348 
0 
----------
7,684,923 
----------
65,351 
516,477 
1,970,078 
54,517 
872,992 
225,651 
1,531,154 
861,681 
----------
6,097,901 
----------
1,587,022 
662,349 
9,302,438 
-----------
$11,551,809 
===========
$11,436,291 
115,518 
-----------
$11,551,809 
===========
$   313.59 
===========
36,469 
===========

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

---

CYPRESS EQUIPMENT FUND II, LTD.
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

|                                                                                                                                                                                                                                     | Limited 
Partners'
Equity  
--------                                                                                                                                      | General 
Partners'
Deficit 
--------                                                                                                       | Total  
Partners'
Equity  
--------                                                                                                                                      
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Balance at December 31, 1998
Net Income - 1999
Distributions - 1999
Balance at December 31, 1999
Net Loss - 2000
Distributions - 2000
Balance at December 31, 2000
Net Loss - 2001
Distributions - 2001
Balance at December 31, 2001 | $ 26,752,336 
11,436,291 
(27,387,474)
-----------
10,801,153 
(375,045)
(6,114,457)
------------
4,311,651 
(1,143,079)
(1,263,651)
-----------
$ 1,904,921 
=========== | $  (51,922)
115,518 
(276,640)
---------
(213,044)
(3,788)
(61,767)
---------
(278,599)
(11,546)
(12,765)
----------
$(302,910)
========== | $ 26,700,414 
11,551,809 
(27,664,114)
-----------
10,588,109 
(378,833)
(6,176,224)
-----------
4,033,052 
(1,154,625)
(1,276,416)
-----------
$  1,602,011 
===========

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

---

CYPRESS EQUIPMENT FUND II, LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 2001
----                                                                                                                                                                                                                                                                                                             | 2000
----                                                                                                                                                                                                                                                                                                                                     | 1999
----                                                                                                                                                                                                                                                                                                                                                                                                     
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cash Flows from Operating Activities:
 Net Income (Loss)
 Adjustments to Reconcile Net  Income (Loss) to Net Cash  Provided by
Operating  Activities:
  (Gain)Loss on Sale of   Equipment
  Depreciation and Amortization
  Deferred Interest on Notes   Payable
  Write Down of Assets
  Equity in Income of Investment   In Partnership
  (Gain) on Sale of Investment   in Partnership
  Changes in Operating Assets   and Liabilities:
   Decrease in Rental Equipment    Held for Sale
   (Increase) Decrease in Rent    Receivable
   (Increase) Decrease in    Accounts Receivable Other
   Decrease in Prepaid Expenses
   Decrease in Interest Payable
   Increase (Decrease) in    Payable to:
    General Partners
    Other
  Decrease in Unearned Revenue
     Net Cash Provided by (Used
     in) Operating Activities
Cash Flows from Investing Activities:
 Investment in Partnership
 Distributions Received
 (Exercise) Sale of Options
 Proceeds from Sale of Equipment
 Sale Federal Paper Board
 Proceeds from Casualty of  Option
Net Cash Provided by Investing Activities
Cash Flows from Financing Activities:
 Payment of Notes Payable
 (Increase) Decrease in Deferred  Debt Costs
 Distributions to Partners
Net Cash Used In Financing Activities
Decrease in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Period
Cash and Cash Equivalents at End of Period | $(1,154,625)
 
0 
51,872 
114,517 
708,969 
(197,231)
0 
0 
(11,182)
6,000 
0 
0 
(48,085)
(64,312)
0 
-----------
(594,077)
-----------
(2,000)
333,858 
0 
0 
0 
0 
-----------
331,858 
-----------
0 
0 
(1,276,416)
-----------
(1,276,416)
-----------
(1,538,635)
1,982,548 
----------
$  443,913 
========== | $ (378,833)
(425,843)
298,972 
106,903 
0 
(102,486)
0 
2,932,078 
524,848 
(6,000)
22,248 
0 
(1,961,907)
(350,572)
(17,750)
----------
641,658 
----------
0 
141,997 
0 
4,696,228 
0 
0 
----------
4,838,225 
----------
0 
(1,500)
(6,176,224)
----------
(6,177,724)
----------
(697,841)
2,680,389 
----------
$1,982,548 
========== | $11,551,809 
(307,191)
1,531,154 
148,721 
861,681 
(662,455)
(9,302,438)
3,672,601 
(8,663)
5,508 
75,489 
(48,187)
1,910,706 
(17,658)
(4,751)
----------
9,406,326 
----------
0 
1,332,424 
(6,880,009)
12,116,236 
15,810,422 
5,733 
-----------
22,384,806 
-----------
(5,145,530)
(3,550)
(27,664,114)
-----------
(32,813,194)
-----------
(1,022,062)
3,702,451 
-----------
$2,680,389 
==========
|Supplemental Cash Flow Information:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                              
|Interest Paid                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | $        0 
==========                                                                                                                                                                                                                                                                                                | $       0 
==========                                                                                                                                                                                                                                                                                                                         | $ 125,117 
==========                                                                                                                                                                                                                                                                                                                                                                                         

Non-Cash Activities:
Notes Payable in 1999 were increased by $148,721 the amount of Deferred Interest on Notes Payable.
In 1999, an option was exercised decreasing Options and increasing Equipment Held for Sale by $672,437.
In 1999, Leased Equipment with a cost of $1,812,694 and a net book value of $688,043 was transferred to Equipment Held for Sale.
In 1999, the Investment in a Direct Financing Lease was written down to $0.
Notes Payable in 2000 were increased by $106,903 the amount of Deferred Interest on Notes Payable.
Notes Payable in 2001 were increased by $114,517 the amount of Deferred Interest on Notes Payable.
In 2001, the Deposit on Equipment was written down to $2,410,000.

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

---

Cypress Equipment Fund II, Ltd.
NOTES TO FINANCIAL STATEMENTS
December 31, 2001

NOTE 1 - ORGANIZATION
     Cypress Equipment Fund II, Ltd., (the "Partnership"), a Florida limited partnership, was formed November 13, 1991, for the purpose of acquiring and leasing transportation, manufacturing, industrial and other capital equipment.  The Partnership was funded with limited partner capital contributions and commenced operations on June 22, 1992.  The Partnership will terminate on December 31, 2015, or sooner, in accordance with the terms of the Limited Partnership Agreement.
     Cypress Equipment Management Corporation II, a California corporation and a wholly-owned subsidiary of Cypress Leasing Corporation, is the Managing General Partner; RJ Leasing - 2, Inc., a Florida corporation and a second-tier subsidiary of Raymond James Financial, Inc., is the Administrative General Partner; and Raymond James Partners, Inc., a Florida corporation and a wholly-owned subsidiary of Raymond James Financial, Inc., is the other General Partner.
     Cash distributions, subject to payment of the equipment management fees and incentive management fees, and profits and losses of the Partnership shall be allocated 99% to the Limited Partners and 1% to the General Partners.  Once each Limited Partner has received cumulative cash distributions equal to his capital contributions, an incentive management fee equaling 4% of cash available for distributions will be paid to the General Partners.  When each Limited Partner has received cumulative cash distributions equal to his capital contributions plus an amount equal to 8% of adjusted capital contributions per annum, an incentive management fee equaling 23% of cash available for distributions will be paid to the General Partners.
     As of December 31, 2001, the Partnership has received Limited and General Partner capital contributions of $36,469,000 and $2,000, respectively.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
     The Partnership utilizes the accrual basis of accounting whereby revenues are recognized when earned and expenses are recognized as obligations are incurred.
Cash and Cash Equivalents
     It is the Partnership's policy to include all money market funds and Repurchase Agreements in Cash and Cash Equivalents.
Concentration of Credit Risk
     Financial instruments that potentially subject the Partnership to concentrations of credit risk consist principally of cash investments. The cash investments are placed in high credit quality financial institutions and in a money market mutual fund that is managed by a wholly owned subsidiary of Raymond James Financial, Inc.  The Partnership receives rental income exclusively from lessees.  Management does not believe that significant credit risk exists in relation to these accounts at December 31, 2001.
     The Partnership maintains deposits in excess of federally insured limits. Statement of Financial Accounting Standards No. 105 requires disclosure regardless of the degree of risk.
Use of Estimates in the Preparation of Financial Statements
     The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates that affect certain reported amounts and disclosures.  These estimates are based on management's knowledge and experience.  Accordingly, actual results could differ from these estimates.
Offering and Commission Costs
     Offering and commission costs are charged against Limited Partners' Equity upon admission of Limited Partners.
Leases
     The Partnership accounts for qualifying leases in accordance with the operating method.  Under the operating method of accounting, the leased equipment is recorded as an asset at cost and depreciated on the declining balance method using a ten to forty year life.  Rental income is recognized ratably over the term of the leases.
Write-Down of Assets
     The Fund reviews the carrying value of its equipment at least annually in relation to expected future market conditions for the purpose of assessing the recoverability of the recorded amounts.  If projected undiscounted cash flows (future lease revenue plus residual values) are less than the carrying value of the equipment, a loss on revaluation is recorded.  In addition to equipment the Fund also reviews the carrying value of other assets.  The Fund reviews the values of the underlying equipment in these other assets.  Write downs  of $861,681 and $708,969 were required in 1999 and 2001.  There were no write-downs required during 2000.
Investment In Partnership
      The Partnership accounts for its investment in partnership using the equity method of accounting because the Partnership does not have a majority control of the major operating and financial policies of the partnership in which it invests.  Under the equity method, the investment is carried at cost, adjusted for the Partnership's share of income or loss of the partnership in which it has invested, and additional investments and cash distributions from the partnership.
Income Taxes
     Federal and state income tax regulations provide that taxes on the income or loss of the Partnership are reportable by the Partners in their individual income tax returns.  Accordingly, no provision for such taxes has been made.
Per Unit Computations
     Per unit computations are based on 36,469 of $1,000 limited partnership units outstanding for 2001, 2000, and 1999, respectively.
Reclassifications
     For comparability, the 1999 figures have been reclassified, where appropriate, to conform with the financial statement presentation used in 2001.
NOTE 3 - RELATED PARTY TRANSACTIONS
General Partners
     The General Partners have contributed a total of $2,000 to the Partnership.
     In accordance with the terms of the Limited Partnership Agreement, the Administrative and Managing General Partners were paid or had accrued acquisition fees of $0, $0, and $43,525 for services related to locating and leasing equipment (2.85% of the purchase price); equipment management fees of $8,765, $59,893, and $65,351, (5% of gross rentals from rental equipment subject to operating leases, 2% of gross rentals from rental equipment subject to full payout leases, or 1% of gross rentals from rental equipment subject to operating leases for which the Administrative and Managing General Partners arrange for and actively supervise the performance of services); incentive management fees of $381,266, $638,690, and $516,477 resale fees of $0, $151,752, and $1,970,078 in 2001, 2000, and 1999, respectively.  Gross rentals for purposes of calculating equipment management fees include cash revenues received by the Partnership subsequent to the date of purchase including cash revenues that relate to periods prior to the date of purchase.  General Partner distributions were $12,765, $61,767, and $276,640 for 2001, 2000, and 1999, respectively.
Affiliates of the General Partner
     The following amounts were paid or accrued to affiliates of the General Partners: $21,856 in 2001, $38,771 in 2000, and $54,517 in 1999 for reimbursement of general and administrative expenses on an accountable basis.
NOTE 4 - LEASES
     The initial lease terms of the equipment are generally 5 to 25 years.  Future minimum rentals to be received from the operating leases at December 31, 2001, are as follows:

Year Ending
                     December 31,                 Amount
                     ------------               ----------
                        2002                    $  76,500
                        2003                       66,000
                        2004                       49,500
                        2005                            0
                        2006                            0
                        Thereafter                      0
                                                 --------
                                                 $192,000
                                                 ========
NOTE 5 - DEPOSIT ON EQUIPMENT
     During 1996 the Partnership paid $3,109,549 for the right to obtain title to certain equipment on December 31, 2002, at the expiration of the lease.  The partnership has reviewed the appraisals of the underlying values of this asset. Upon review of these appraisals the Partnership wrote this transaction down to $2,410,000 during 2001.

---

NOTE 6 - INVESTMENT IN PARTNERSHIP
     During 1997 the Partnership acquired a 50% interest in a Limited Partnership which purchased intermodal marine containers and chassis for approximately $1.7 million.  These containers and chassis are on lease to Transamerica Leasing for a term of three years.
     The following is a summary of the Investment in Partnership:

|                                                                                                                                                                                                                       |                                                                                                          |                                                                                                               
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                       | 31-Dec-01 
---------                                                                                     | 12/31/2000 
----------                                                                                        
|Investment In Cypress Access Container
Cummulative Distributions                                                                                                                                                       | $ 1,483,879 
(2,250,445)                                                                                 | $ 1,481,879 
(1,916,588)                                                                                      
|Cumulative Equity in Income
Investment in Partnership before Adjustment
Acquisition Expense
Net Investment in Partnership                                                                                              | 861,750 
95,184 48,506 $  143,690                                                                        | 664,520 
229,811 48,506 $  278,317                                                                            
|CYPRESS ACCESS CONTAINER PARTNERS
---------------------------------                                                                                                                                                    |                                                                                                          |                                                                                                               
|SUMMARIZED BALANCE SHEET:
ASSETS:
  Cash
  Rent Receivable
  Other Receivable
  Containers, net of accumulated depreciation
   Total Assets                                                                            | $    2,118 
23,586 
55,383 
110,937  
----------
$  192,024 
==========                                  | $   20,207 
55,322 
56,404  
329,345 
----------
$  461,278 
==========                                       
|LIABILITIES AND PARTNERS' EQUITY:
  Partner's Equity - Access
  Partner's Equity - Cypress
   Total Liabilities and Partners' Equity                                                                                   | $   96,012 
96,012 
----------
$  192,024 
==========                                                    | $  230,639 
230,639 
----------
$  461,278 
==========                                                        
|SUMMARIZED STATEMENT OF OPERATIONS:
Rental Income
Gain on Sale of Containers
Interest Income
    Total Income
Expenses:
  General & Administrative
  Interest Expense
  Depreciation & Amortization
    Total Expenses | $  128,428 
352,492 
164 
----------
481,084 
----------
5,410 
0 
81,212 
----------
86,622 
---------- | $  249,307 
114,391 
233 
----------
363,931 
----------
5,780 
8,241 
144,938 
----------
158,959 
----------
|Net Income
Other Partner's Share of Net Income
Cypress' Share of Net Income                                                                                                                                            | $  394,462 
==========
$  197,231 
197,231 
----------
$  394,462 
==========                            | $  204,972 
==========
$  102,486 
102,486 
----------
$  204,972 
==========                                 
|The Cypress Partnership Equity differs from the Investment in Partnership before acquisition expenses primarily due to the differences in the accounting treatment of miscellaneous items.                             |                                                                                                         

|NOTE 7 - NOTES PAYABLE
Notes payable consist of the following:                                                                                         |                             |                             
|------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------- | ----------------------------
|                                                                                                                                                       | December 31,2001
---------- | December 31, 2000
----------
|Non-recourse note payable secured
by residual proceeds after lease termination in 2002 with fixed interest rate of 7%. Interest is
added to principal. | $1,722,341
---------        | $1,607,824
---------        
|TOTAL                                                                                                                                                  | $1,722,341
=========        | $1,607,824
=========        
|                                                                                                                                                       |                             |                             

The aggregate amounts of principal payments due in the years after December 31, 2001 are : 2001 - $0; 2002 - $0; 2003 - $1,722,341.

---

NOTE 8 - TAXABLE INCOME
The Partnership's taxable income/(loss) differs from financial income primarily due to depreciation which is recorded under the Modified Accelerated Cost Recovery System (MACRS).  The following is reconciliation between net income as reported and Partnership income (loss) for tax purposes:

|                                                                                                                                                                                                                                                                                                                                              | 2001 
----                                                                          | 2000 
----                                                                            | 1999 
----                                                                                           
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------
|Net income (loss) per financial statements
Tax gain in excess of (less than) financial gain on sale of equipment
(Additional) less tax depreciation
Write-down of Equipment
Write-down of Deposit on Equipment
Other Adjustments
Additional taxable gains (losses) from Investment in Partnerships
Partnership income (loss) for tax purposes | $(1,154,625)
0 
(8,926)
(811,680)
708,969 
0 
0 
----------
$(1,266,262)
========== | $  (378,833)
1,939,535 
(27,484)
(50,000)
0 
0 
0 
----------
$ 1,483,218 
========== | $11,551,809 
1,850,896 
36,803 
861,681 
0 
(106,514)
1,625,173 
-----------
$15,819,848 
===========

---

NOTE 9 - MAJOR LESSEE INFORMATION
     Two leases accounted for $66,000 and $45,007 of the rental income for the year ended December 31, 2001.  Three leases accounted for $300,000, $131,966, and $54,000 of the rental income for the year ended December 31, 2000.  Four leases accounted for $1,485,940, $507,870, $349,563 and $287,500 of rental income for the year ended December 31, 1999.
NOTE 10 - OTHER
     The Partnership is beginning to wind down its operations.  Dissolution will occur after the Partnership's last asset is sold.  This will probably occur in 2003.
NOTE 11 - SELECTED QUARTERLY FINANCIAL DATA (unaudited)

Year 2001         Quarter 1      Quarter 2      Quarter 3      Quarter 4
                  3/31/2001      6/30/2001      9/30/2001      12/31/2001
Total
Revenues         $   44,032      $   30,357     $   31,773     $   28,464
Net Income
(Loss)             (407,258)     $  (47,062)    $   65,758     $ (766,063)
Distributions
To Limited
Partners Per
Weighted
Average
Limited
Partnership
Unit
Outstanding       $   34.65       $       0      $      0     $       0   
Earnings
(Loss) Per
Weighted
Average
Limited
Partnership
Unit
Outstanding       $  (11.06)       $  (1.28)      $  1.79      $  (20.79)

---

Year 2000       Quarter 1     Quarter 2      Quarter 3     Quarter 4
                3/31/2000     6/30/2000      9/30/2000     12/31/2000
Total
Revenues        $ 697,528      $  79,467      $(288,696)     $ 528,194
Net Income
(Loss)          $  58,620      $(350,253)     $(514,440)     $ 427,240
Distributions
To Limited
Partners Per
Weighted
Average
Limited
Partnership
Unit
Outstanding     $ 127.94       $   24.32      $    7.70      $    7.70
Earnings
(Loss) Per
Weighted
Average
Limited
Partnership
Unit
Outstanding     $   1.59       $  (9.51)      $  (13.97)      $  11.60

NOTE 12 - SUBSEQUENT EVENTS
     On April 29, 2002, the Partnership sold equipment with an original cost of $252,988 for $69,000.00.
NOTE 13 - COMMITMENTS AND CONTINGENCIES
     As of December 31, 2001 there are legal proceedings pending.  With respect to the transaction in which Energy Ammonia Transport Company is the charter party and IMC Corporation is guarantor, the Fund has declared an event of default due to the deferral of maintenance on the tug and barge, and has filed a complaint in Federal Court seeking damages.  The charter party has denied that an event of default has occurred and has filed a counterclaim alleging that the declaration of the default represents tortious interference and is seeking damages.

---

PART III

Item 10.  Directors and Executive Officers of the Registrant
     The Partnership has no directors or officers.  The Partnership's affairs are managed and controlled by the General Partners.  The General Partners make all decisions regarding acquisitions, financing and refinancing, leases and sales of equipment.
     Information regarding the officers and directors of the General Partner is listed within the section captioned "Management" consisting of pages 29 through 32 of the Prospectus which are incorporated herein by reference. 
Item 11.  Executive Compensation
     The Partnership has no directors or officers.  See Item 13 for compensation to the General Partners and affiliates.
Item 12.  Security Ownership of Certain Beneficial Owners and Management
     The General Partners of Cypress Equipment Fund II, Ltd., as purchasers of Partnership units, own 0 units of the outstanding securities of the Partnership as of December 31, 2000.  Directors and officers of the General Partners of Cypress Equipment Fund II, Ltd. own 0 units of the outstanding securities of the Partnership as of December 31, 2001.
     The Registrant is a Limited Partnership and therefore does not have voting securities.  To the knowledge of the Partnership, no person owns of record, or beneficially, more than 5% of the Partnership's outstanding units.
Item 13.  Certain Relationships and Related Transactions
     The Partnership has no officers or directors.  However, under the terms of the public offering, various kinds of compensation and fees are payable to the General Partners and their affiliates during the organization and operations of the Partnership.  The amounts and kinds of compensation and fees are described on pages 19 through 23 of the Prospectus under the caption "Management Compensation", which is incorporated herein by reference.  See Note 3 of Notes to Financial Statements in Item 8 of this Annual Report on Form 10-K for amounts accrued or paid to the General Partners and their affiliates during the years ended December 31, 2001, 2000, and 1999.

---

PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports
        on Form 8-K
        

        a.  (1)   Financial Statements - see accompanying index to 
        financial statements, Item 8.
        

        All other schedules are omitted because they are not 
        applicable or not required, or because the required information
        is shown in the financial statements or in the notes thereto.
    (2)   Exhibit Index - 
     Table
     Number                                                                       
Page
         2      Plan of liquidation, organization,
                arrangement, liquidation, or
                succession                                                         
***
         3      Articles of incorporation and by-laws                               
*
         4      Instruments defining the rights of
                security holders, including
                debentures                                                          
*
         9      Voting Trust Agreement                                             
***
        10      Material Contracts                                                 
***
        11      Computation of per share earnings                                  
***
        12      Computation of ratios                                              
***
        13      Annual report to security holders                                  
***
        18      Letter re: change in accounting
                principles                                                         
***
        19      Previously unfiled documents                                       
***
        22      Subsidiaries of the Registrant                                     
***
        23      Published report regarding matters
                submitted to vote of security holders                              
***
        24      Consents of experts and counsel                                    
***
        25      Power of Attorney                                                   
*
        28      Additional Exhibits
        28.01   OPTION AGREEMENT dated as of
                February 1, 1993 between BLC
                Corporation
("Optionor")and 
               
Cypress Equipment Fund II, Ltd.
                ("Optionee")                                                       
**
        28.02   TRUST AGREEMENT dated as of
                February 1, 1993 between First
                Security Bank of Utah,
               
National Association ("Owner-
               
Trustee") and BLC Corporation
               
("Trustor")                                                        
**
        28.03   SECURITY AGREEMENT-TRUST DEED dated
                as of February 1, 1993 between First
                Security Bank of Utah, National
                Association as Owner-Trustee under
                BLC Trust No. 92-1 and State Street
                Bank and Trust Company of
                Connecticut, National Association                                  
**
        28.04   SECURITY AGREEMENT-TRUST DEED
                SUPPLEMENT NO. 1 dated February,
                1993, between First Security Bank of
                Utah, National Association ("Owner-
                Trustee") under BLC Trust No. 92-1
                and State Street Bank and Trust
                Company of Connecticut, National
                Association ("Security Trustee")                                   
**
       28.05    NOTE PURCHASE AGREEMENT dated as of
                February 1, 1993 re: BLC Trust No.
                92.1 among BLC Corporation
(Trustor"),
               
First Security Bank of Utah, National
               
Association ("Owner-Trustee"), Hitachi
               
Credit America Corporation ("Note 
               
Purchaser") and State Street Bank and
               
Trust Company of Connecticut, National
               
Association ("Security Trustee")                                   
**
        28.06   ACKNOWLEDGEMENT OF ASSIGNMENT AND
                AGREEMENT dated as of February 25,
                1993 among Southern Pacific
                Transportation Company, BLC
                Corporation, First Security Bank of
                Utah, National Association and State
                Street Bank and Trust Company of
                Connecticut, National Association                                  
**
        28.07   BILL OF SALE executed as of February
                24, 1993 between BLC Corporation and
                First Security Bank of Utah, National
                Association                                                        
**
        28.08   PURCHASE AND SALE AGREEMENT dated as
                of June 22, 1993 by and between BLC
                Corporation and Cypress Equipment
                Fund II, Ltd. re: BLC Trust No. 92-1.                              
**
        28.09   ASSIGNMENT AND ASSUMPTION AGREEMENT
                made and entered into as of June 22,
                1993 by BLC Corporation, a Utah
                corporation ("Assignor") and Cypress
                Equipment Fund II, Ltd., a Florida
                limited partnership ("Assignee")                                   
**
        28.10   TRANSFER AND ASSUMPTION AGREEMENT
                ("Agreement"), entered into as of
                June 19, 1993 by and between Twenty-
                Sixth HFC Leasing Inc., a Delaware
                Corporation ("Assignor") and Cypress
                Equipment Fund II, Ltd., a Florida
                limited partnership ("Assignee")                                   
**
        28.11   EQUIPMENT LEASE dated as of June 1,
                1980 between The Connecticut Bank and
                Trust Company, As Trustee under
                I.C.G. Trust No. 80-4 ("Lessor") and
                Illinois Central Gulf Railroad
                Company ("Lessee")                                                 
**
        28.12   SECURITY AGREEMENT-TRUST DEED dated
                as of June 1, 1980 from The
                Connecticut Bank and Trust Company,
                As Trustee under I.C.G. Trust No.80-4
                ("Debtor") to Mercantile-Safe
                Deposit and Trust Company ("Secured
                Party")
                                                           
**
        28.13   TRUST AGREEMENT dated as of June 1,
                1980 between The Connecticut Bank and
                Trust Company ("Trustee") and Twenty-
                Sixth HFC Leasing Corporation
                ("Trustor")                                                        
**
        28.14   ESCROW AGREEMENT 902 dated December
                31, 1994 by and among Continental
                Bank, N.A. (the "Transferor"),
                Cypress Equipment Fund II, Ltd. (the
                "Transferee") and Continental Bank,
                National Association, Corporate Trust
                Services (the "Escrow Agent").                                     
**
        28.15   TRANSFER AGREEMENT 902 dated as of
                December 31, 1994 between Continental
                Bank, N.A. (the "Transferor"), and
                Cypress Equipment Fund II, Ltd. (the
                "Transferee").
                                                    
**
        28.16   TRANSFEROR'S INTERESTS ASSIGNMENT AND
                ASSUMPTION AGREEMENT 902 dated
                December 31, 1994 between Continental
                Bank, N.A. (the "Transferor"), and
                Cypress Equipment Fund II, Ltd. (the
                "Transferee").                                                     
**
        28.17   ASSIGNMENT AND ASSUMPTION AGREEMENT
                902 dated December 31, 1994 between
                The Kinsman Marine Transit Company
                (the "Assignor") and Pringle Transit
                Company (the "Assignee").                                          
**
        28.18   KINSMAN AGREEMENT dated as of
                December 31, 1994 by The Kinsman
                Marine Transit Company.                                            
**
        28.19   REVOLVING CREDIT AGREEMENT dated
                December 31, 1994 by and between
                Cypress Equipment Fund II, Ltd.
                ("Borrower") and First Union National
                Bank of Florida ("Lender").                                        
**
        28.20   SECURITY AGREEMENT dated December 31,
                1994 by and between Cypress Equipment
                Fund II, Ltd. ("Debtor") and First
                Union National Bank of Florida
                ("Secured Party").                                                 
**
        28.21   COLLATERAL ASSIGNMENT OF RIGHTS UNDER
                TRUST AGREEMENT dated December 31,
                1994 by and between Cypress Equipment
                Fund II, Ltd. ("Assignor") and First
                Union National Bank of Florida
                ("Assignee").                                                      
**
        28.22   LEASE AGREEMENT dated as of March 30,
                1988 between Capital Associates
                International, Inc. ("Lessor") and
                Comair, Inc. ("Lessee").                                           
**
        28.23   PURCHASE AGREEMENT ("Agreement")
                dated as of August 31, 1994, by and
                between Capital Associates
                International, Inc. ("Seller") and
                First Security Bank of Utah, National
                Association not in its individual
                capacity but as owner trustee
                pursuant to that certain Trust dated
                August 31, 1994 between itself and
                Cypress Equipment Fund II ("Buyer").                               
**
        28.24   BILL OF SALE dated August 31, 1994
                between Capital Associates
                International, Inc. ("Seller") and
                First Security Bank of Utah, National
                Association not in its individual
                capacity but as owner trustee
                pursuant to that certain Trust dated
                August 31, 1994 between itself and
                Cypress Equipment Fund II, Ltd.
                ("Buyer").
                                                        
**
        28.25   TRUST AGREEMENT dated as of August
                31, 1994 between Cypress Equipment
                Fund II, Ltd. ("Owner Participant")
                and First Security Bank of Utah,
                National Association ("Owner
                Trustee").                                                         
**
        28.26   ASSIGNMENT OF LEASE dated August 31,
                1994, between Capital Associates
                International, Inc. ("Assignor")and
                First Security Bank of Utah not in
                its individual capacity but as owner
                trustee pursuant to that certain
                Trust dated August 31, 1994 between
                itself and Cypress Equipment Fund II
                ("Assignee").                                                      
**
        28.27   SECURITY AGREEMENT dated as of August
                31, 1994 between First Security Bank
                of Utah, National Association, solely
                as Owner Trustee under Trust
                Agreement dated as of August 31, 1994
                and not in its individual capacity
                ("Trustee") and First Union National
                Bank of Florida, a national banking
                association ("Secured Party").                                     
**
        28.28   TRUST AGREEMENT dated as of April 1,
                1970 among Union Bank ("Trustor") and
                W. H. Ruskaup and Ben Maushardt
                ("Trustees") and United States
                Leasing International, Inc. ("Agent
                for Trustees").                                                    
**
        28.29   LEASE OF RAILROAD EQUIPMENT dated as
                of April 1, 1970 among W. H. Ruskaup
                and Ben Maushardt ("Trustees") and
                United States Leasing International,
                Inc. ("Agent for Trustees") and Union
                Carbide Corporation ("Lessee").                                    
**
        28.30   ASSIGNMENT AGREEMENT (Residual 
                Interest) dated as of September 30,
                1994 by and between United States
                Leasing International, Inc., a
                Delaware corporation ("Assignor")
                and Cypress Equipment Fund II, Ltd.
                ("Assignee").                                                      
**
        28.31   TRANSFER AND ASSUMPTION AGREEMENT
                dated as of September 30, 1994, by
                and between Union Bank, a California
                state chartered bank ("Assignor")and
                Cypress Equipment Fund II, Ltd.
                ("Assignee).                                                       
**
        28.32   AGREEMENT TO ACQUIRE AND LEASE dated
                as of April 1, 1970 among W. H.
                Ruskaup and Ben Maushardt
                ("Trustees") and United States
                Leasing International, Inc. ("Agent")
                and Union Carbide Corporation
                ("Lessee").                                                        
**
        28.33   SECURITY AGREEMENT - TRUST DEED dated
                as of June 1, 1970 from W. H. Ruskaup
                and Ben Maushardt ("Debtor") to Wells
                Fargo Bank, N.A. ("Secured Party").                                
**
        28.34   PURCHASE AGREEMENT made as of July
                25, 1994, by and among Trust Company
                for USL, Inc., an Illinois trust
                company as successor trustee to W.H.
                Ruskaup and Ben Maushardt, and United
                States Leasing International, Inc. as
                agent for successor trustee
                ("Seller") and Cypress Equipment Fund
                II, L.P., a Florida limited
                partnership, with its principal place
                of business at 880 Carillon Parkway,
                St. Petersburg, Florida  33716 as the
                beneficial owner of the Trust Estate
                ("Beneficial Owner") and Union
                Carbide Corporation, a New York
                corporation ("Purchaser"), with its
                principal place of business at 39 Old
                Ridgebury Rd., E-1, Danbury,
                Connecticut  06817                                                  
**
        28.35   PURCHASE AGREEMENT dated as of
                February 1, 1995, between Cypress
                Equipment Fund II, Ltd., a Florida
                limited partnership ("Seller"), and
                Helm-Atlantic Associates Limited
                Partnership, a Delaware limited
                partnership ("Purchaser").  (This
                Purchase Agreement pertains to
                seventeen (17) of the nineteen (19)
                sold locomotives.)                                                 
**
        28.36   ASSIGNMENT AND ASSUMPTION AGREEMENT
                dated as of June 1, 1995, by and
                between Cypress Equipment Fund II,
                Ltd., a Florida limited partnership
                ("Seller"), and Helm-Atlantic
                Associates Limited Partnership, a
                Delaware limited partnership
                ("Purchaser").                                                     
**
        28.37   ASSIGNMENT OF LEASE dated as of June
                1, 1995, by and between Cypress
                Equipment Fund II, Ltd., a Florida
                limited partnership ("Seller"), and
                Helm-Atlantic Associates Limited
                Partnership, a Delaware limited
                partnership ("Purchaser").                                         
**
        28.38   PURCHASE AGREEMENT dated as of
                February 1, 1995, between Cypress
                Equipment Fund II, Ltd., a Florida
                limited partnership ("Seller"), and
                Helm-Atlantic Associates Limited
                Partnership, a Delaware limited
                partnership ("Purchaser").  (This
                Purchase Agreement pertains to two
                (2) of the nineteen (19) sold
                locomotives.)                                                      
**
        28.39   Purchase Agreement dated as of April
                17, 1995, between Varilease
                Corporation, a Michigan corporation
                ("Seller"), and Cypress Equipment
                Fund II, Ltd., a Florida limited
                partnership ("Buyer").                                             
**
        28.40   Bill of Sale and Assignment dated
                April 28, 1995, between Varilease
                Corporation, a Michigan corporation
                ("Seller"), and Cypress Equipment
                Fund II, Ltd., a Florida limited
                partnership ("Buyer").                                             
**
        28.41   Consent and Agreement dated April 28,
                1995, between IBJ Schroder Leasing
                Corporation, a New York corporation
                ("Schroder"), and Cypress Equipment
                Fund II, Ltd. ("Cypress").
                                        
**
        28.42   Escrow Agreement dated April 17,
                1995, between Varilease Corporation,
                a Michigan corporation ("Seller"),
                Cypress Equipment Fund II, Ltd., a
                Florida limited partnership
                ("Buyer"), and Griffinger, Freed,
                Heinemann, Cook & Foreman ("Escrow
                Agent").                                                           
**
        28.43   Bill of Sale and Assignment
                (Remaining Interest) dated January 1,
                1996, between Varilease Corporation,
                a Michigan corporation ("Seller"),
                and Cypress Equipment Fund II, Ltd.,
                a Florida limited partnership
                ("Buyer").                                                         
**
        28.44   Assignment and Assumption Agreement,
                dated as of December 30, 1996 (this
                "Agreement"), between NTFC Capital
                Corporation, a Delaware corporation
                (the "Seller"), and Cypress
                Equipment Fund, II, Ltd., a Florida
                limited partnership (the "Buyer").
**
        28.45   Amended and Restated Purchase
                Agreement No. 2 dated as of March
                13, 1996, between NTFC Capital
                Corporation (formerly named Northern
                Telecom Acceptance Corporation), the
                Seller, and Cypress Equipment Fund
                II, Ltd, the Buyer.                                                
**
        28.46   Promissory Note for Value Received
                dated as of December 30, 1996,
                between Cypress Equipment Fund II,
                Ltd., a Florida limited partnership
                ("Maker") promises and agrees to pay
                to the order of NTFC Capital
                Corporation, its successors, assigns
                or any subsequent holder of this
                Note (the "Holder") at its offices
                located at 220 Athens Way,
                Nashville, Tennessee, 37228-1314,or
                at such other place as may be
                designated in writing by Holder, in
                lawful money of the United States of
                America in immediately available
                funds, the principal amount of Two
                Million Six Hundred Eight Three
                Thousand Four Hundred Thirty Five
                ($2,683,435) together with interest
                thereon and other amounts due as
                provided below.                                                   
**
        28.47   Amended and Restated Security
                Agreement ("Security Agreement"),
                dated as of March 13, 1996, and made
                by Cypress Equipment Fund II, Ltd.,
                a Florida limited partnership, with
                offices located at One Sansome
                Street, Suite 1900, San Francisco,
                California, 94104, 415-951-4605
                (facsimile) (the "Debtor"), in favor
                of NTFC Capital Corporation, a
                Delaware corporation, with offices
                located at 220 Athens Way,
Nashville,
               
Tennessee 37228 ("Secured Party").                                
**
        28.48   Participation Agreement dated as of
                July 15, 1982 among Federal Paper
                Board Company, Inc., Lessee,
                Riegelwood, Inc., Secured Note
                Issuer, The Bank of New York,
                individually and as Owner Trustee,
                North Carolina National Bank, as
                Indenture Trustee, Teachers
                Insurance and Annuity Association of
                America, Sun Life Assurance Company
                of Canada, Sun Life Assurance
                Company of Canada (U.S.), The North
                Atlantic Life Insurance Company of
                America, and Northern Life Insurance
                Company, Loan Participants, and EFH
                Leasing Corporation, BNY Leasing,
                Inc., and Northern Telecom
                Acceptance Corporation, as Owner
                Participants.                                                    
**
        28.49   Bill of Sale dated the 13th of May,
               
1999, Between State Street Bank and
               
Trust Company ("Seller"); not in its
               
individual capacity but solely as
               
successor Trustee under a certain
               
Trust Agreement dated as of December
               
30, 1970, between Edward C. Laber and
               
Jane S. Kubiak as Trustees and 
               
Pennsylvania Power and Light Company
               
(now PP&L, Inc.); Access Turbine
               
Corporation ("Seller"); and Cypress
               
Equipment Fund II, Ltd. ("Seller")
               
and PP&L, Inc. ("Buyer").                                        
**

*     Included with Form S-1, Registration No. 33-
           27741 previously filed with the Securities
           and Exchange Commission.
    **     Included with Form 8-K, as amended,
previously
           filed with the Securities and
Exchange Commission.
   ***     Exhibits were omitted as not required, not applicable,
           or the information required to
be shown therein is
           included elsewhere in
this report.
b.         Reports filed on Form 8-K - None.
c.         Exhibits filed with this report - None.

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
                                Cypress Equipment Fund II, Ltd.
Date: July 8, 2002              By:  /s/J. Davenport Mosby, III
                                    J. Davenport Mosby, III
                                    President
                                    RJ Leasing - 2, Inc.
                                    A General Partner
Date: July 8, 2002              By:  /s/Stephen R. Harwood
                                    Stephen R. Harwood
                                    President
                                    Cypress Equipment Management Corp. II
Date: July 8, 2002              By:  /s/Alex A. Najjar
                                    Alex A. Najjar
                                    Executive Vice President
                                    Cypress Equipment Management Corp. II

---

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.
                               Cypress Equipment Fund II, Ltd.
ATTEST:
By: /s/ Stephen R. Harwood                 By:/s/ J. Davenport Mosby, III
Stephen R. Harwood                         J. Davenport Mosby, III
President                                  President
Cypress Equipment Management Corp. II      RJ Leasing - 2, Inc.