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 ended              December 31, 1998

Commission file number                      0-21256

                        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) 573-3800
Securities 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. x

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 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, 1998
----------------------                       --------------------
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, 1998, the original cost of Equipment owned by the Partnership was
$27,353,708.  Equipment and related information consist of the following:

                                                           FUTURE REVENUE
                                LEASE                       OF REMAINING
                              MATURITIES     ACQUISITION    LEASE TERM AT
         EQUIPMENT           AT 12/31/98         COST         12/31/98
--------------------------  -------------    ---------------- ------------
Tank Barges                 December 1999        3,623,484       546,323
Locomotives                 November 1999        1,745,717       239,241
Electronic Banking          October 1999
Equipment                   -August 2002        10,336,844     2,062,246
3 Aircraft                  November
                            2003- June           5,438,086     2,237,500
                            2004
Aircraft                    January 2000         1,047,892       252,000

Machine Tools               August 1999 -        1,061,079       334,310
                            September
                            2001
Offlease:
Peak Power Generating
Units (1)                                        4,100,606
                                              ------------  ------------
TOTAL                                         $ 27,353,708  $  5,671,620
                                              ============  ============

 (1)  The lessee has exercised its option to purchase the equipment.  See
"Legal Proceedings"

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

               Hughes Network Systems, Inc.      29%
               Big Sky Airlines                  20%
               Dow Chemical Company              13%
               Affiliated Computer Services, Inc. 9%
               Union Pacific                      6%
               Merlin Express                     4%
               Alliant Technology                 4%
               Equipment Held for Sale           15%
                                                ----
                                                100%
                                                ====

     The Partnership owns two Options, purchased for an acquisition cost of
$2,282,246, to buy rail equipment at lease expiration dates of August 1999
and January 2000.  The Partnership paid $3,118,969 for the right to obtain
title to certain equipment on December 30, 2002, at the expiration of the
lease.

     The Partnership owns a Direct Financing Lease with a net investment
of $840,731.  The Partnership is also a 50% partner in two other
partnerships with a current net investment of $7,495,781.  The Partnership
purchased a specialty tug and barge for $3,118,969.  We take title to this
equipment at its current lease expiration.

Item 3.   LEGAL PROCEEDINGS

     In August 1998, Varilease Corporation filed an action against Cypress
in the circuit court for the Sixth Judicial Circuit, Pinellas County,
Florida.  The suit alleges that Varilease continues to have an interest in
some equipment that Cypress purchased from Varilease in 1995, and seeks
monetary damages.  The management of Cypress has retained counsel and
believes the suit is completely without merit.

     The Pennsylvania Power and Light Company lease expired in May 1996.
Under the lease, the lessee is entitled to purchase the equipment at fair
market value, determined by an appraisal, at the expiration of the lease if
the lessee has given 180 days prior notice to the Partnership.  The lessee
provided this notification.  Subsequently the lessee brought a legal action
against the Partnership seeking to have their exercise of the purchase
option revoked or to have the court define "fair market value."  This
action has been dismissed by the court.  The equipment is currently located
on the lessee's premises, pending resolution under the appraisal mechanism
of the price to be paid for the equipment.

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 1998.

                            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 Holders
  Title of Each Class                     as of December 31, 1998

Units of Limited Partnership Interest                  2,005
General Partner Interests                                  3



Item 6.   SELECTED FINANCIAL DATA

                  1998        1997       1996        1995         1994
Total
Revenues       $ 8,736,573  $ 6,606,199 $10,605,555 $ 7,119,741 $ 8,672,375

Net Income     $ 4,560,365  $ 1,479,260 $ 4,472,073 $ 1,550,265 $ 3,199,088

Total Assets   $33,822,260  $47,348,906 $49,121,339 $39,309,444 $36,771,147

Notes Payable  $ 6,497,730  $19,084,905 $18,628,741 $ 9,900,879 $ 4,799,168

Distributions
to Limited
Partners Per
Weighted
Average
Limited
Partnership
Unit
Outstanding    $    150.00  $    100.00 $    100.00 $    109.21  $     91.45

Earnings Per
Weighted
Average
Limited
Partnership
Unit
Outstanding    $    123.80  $     40.16 $    121.40 $     42.08  $     90.75


     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

     Rental income decreased from $5,770,536 for the year ended December
31, 1997, to $4,803,888 for the year ended December 31, 1998.  Equipment
which came off-lease or was sold provided $643,553 less revenue in 1998
than in 1997 and equipment purchased in 1998 provided $126,000 more revenue
in 1998 than in 1997.  Additionally, there was a decrease of $449,095 in
revenues of leases that were in place.  Interest income decreased during
the year ended December 31, 1998, as compared to the year ended December
31, 1997, because of lower interest rates and the Partnership had a lower
average balance of cash for investment.  The equity in income in
Partnerships increased from $542,189 for the period ended December 31, 1997
to $1,242,123 for the period ended December 31, 1998.

     Interest expense decreased from $1,557,497 for the year ended December
31, 1997, to $1,424,978 for the year ended December 31, 1998.  This
decrease primarily resulted from an decreased average level of debt during
the period. Management fee expense increased slightly even though rental
revenues decreased due to management fees being paid on the distributions
from the partnership that the Partnership holds interest in.  Depreciation
and amortization expense decreased $761,214 for the year ended December 31,
1998 versus the year ended December 31, 1997, due to an average depreciable
basis of equipment of $33,608,000 during 1997 versus an average of
$28,744,000 during 1998.

     The net effect of the above revenue and expense items resulted in a
net income of $1,479,260 for the year ended December 31, 1997, compared to
a net income of $4,560,365 for the year ended December 31, 1998.

     During the year ended December 31, 1998, the Partnership purchased
$345,456 of new equipment.  The Partnership sold rental equipment with an
original cost of $8,847,064 for a net sale price of $10,431,101.  These
sales produced a gain on sale of $2,989,664.  The Partnership had a
casualty event which netted a gain of $103,033.  Equipment Held for Sale
with a net book value of $432,473 was sold for $1,100,000 less disposition
expenses resulting in a gain of $639,250.  During the year ended December
31, 1997, the Partnership acquired Equipment, a Direct Financing Lease, and
Investments in Partnership for $4,127,406.  During 1997 Equipment Held for
Sale with a net book value of $20,042 was sold for $36,500 resulting in a
gain on sale of $16,458.  During 1997 the Partnership exercised an option
and paid the strike price of $566,686.  The equipment was immediately sold
and the partnership realized a net gain of $548,588.

     Notes payable decreased $12,587,175 during the year ended December 31,
1998, due to deferred interest of $246,744 and $12,833,919 of principal
payments on notes.

Liquidity and Capital Resources

     The primary sources of funds for the year ended December 31, 1998 were
$3,737,543 from operating activities, $10,430,101 from the sale of rental
equipment and $3,744,349 in distributions from other partnerships.  These
sources were used primarily for $12,833,919 of notes payments and
$5,525,603 of distributions.  As of December 31, 1998, the Partnership had
$3,702,451 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 make
distributions, meet administrative expenses, and debt retirement.  These
short-term needs will be funded by cash from 1999 operations and Cash and
Cash Equivalents at December 31, 1998.

     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, 1998, was $3,702,451.  The
Partnership had net income of $4,560,365 and after adjusting for
depreciation and amortization and the changes in operating assets and
liabilities, net cash provided by operating activities was $3,737,543.
Cash provided by investing activities totaled $13,834,771.  Cash used in
financing activities was primarily to make payments of notes payable of
$12,833,920 and distributions of $5,525,603.

     Actual cash distributions were $5,525,603 in 1998 and $3,683,732 in
1997.

     The Partnership anticipates that funds from operations in 1999 will be
adequate to cover all 1999 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, 1998 and 1997, and the related statements
of operations, partners' equity and cash flows for each of the three years
in the period ended December 31, 1998.  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 generally accepted auditing
standards.  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, 1998 and 1997, and the results
of its operations and its cash flows for each of the three years in the
period ended December 1998, in conformity with generally accepted
accounting principles.


                             /s/SPENCE, MARSTON, BUNCH, MORRIS & CO.

                             SPENCE, MARSTON, BUNCH, MORRIS & CO.
                             Certified Public Accountants
Clearwater, Florida
April 30, 1999

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                      CYPRESS EQUIPMENT FUND II, LTD.
                              BALANCE SHEETS
                               DECEMBER 31,
                                                  1998           1997
                                                  ----           ----
ASSETS
Rental Equipment, at Cost                      $ 23,253,102    $ 34,234,667
  Less:  Accumulated Depreciation               (11,192,367)    (12,630,987)
                                              -------------   -------------
                                                 12,060,735      21,603,680

Rental Equipment Held for Sale                    3,672,601       4,105,073
Deposit on Equipment                              3,118,969       3,118,969
Options                                           2,282,246       2,282,246
Investment In Partnerships                        7,495,781      10,009,477
Net Investment in Direct Financing Lease            840,731         867,100
Deferred Debt Costs (Net of Accumulated
Amortization of $29,214 and $26,559,
Respectively)                                         8,366          44,238
Rent and Sales Proceeds Receivable                  537,135         737,603
Accounts Receivable - General                         5,508          12,000
Prepaid Expense                                      97,737          88,408
Cash and Cash Equivalents                         3,702,451       4,480,112
                                               ------------    ------------
    Total Assets                               $ 33,822,260    $ 47,348,906
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Notes Payable                                  $  6,497,730    $ 19,084,905
Payable to:  General Partners                       101,308         187,943
             Others                                 451,612         268,626
Interest Payable                                     48,187         141,780
Unearned Revenue                                     23,009               0
                                              -------------   -------------
    Total Liabilities                             7,121,846      19,683,254
                                              -------------   -------------
Partners' Equity:
Limited Partners (36,469 units outstanding
at December 31, 1998 and 1997)                   26,752,336      27,707,925
General Partners                                    (51,922)        (42,273)
                                              -------------   -------------
    Total Partners' Equity                       26,700,414      27,665,652
                                              -------------   -------------
    Total Liabilities and Partners' Equity     $ 33,822,260    $ 47,348,906
                                              =============   =============

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

<PAGE>
                      CYPRESS EQUIPMENT FUND II, LTD.
                         STATEMENTS OF OPERATIONS
                     FOR THE YEARS ENDED DECEMBER 31,
                                    1998           1997           1996
                                    ----           ----           ----
Revenues:
Rental Income                     $ 4,803,888    $ 5,770,536    $ 7,491,653
Interest Income                       200,738        270,617        362,482
Gain on Sale of Rental
Equipment                           3,092,697              0        198,081
Gain on Sale of Rental
Equipment Held for Sale               639,250        565,046      1,640,583
Insurance Proceeds                          0              0        912,756
                                 ------------   ------------   ------------
Total Revenues                      8,736,573      6,606,199     10,605,555
                                 ------------   ------------   ------------
Operating Expenses:
Management Fees-General               299,802        288,328        223,432
Partners
General Administrative:                57,804         69,281         73,286
  Affiliate                         1,058,425        415,486        565,488
  Other                             1,424,978      1,557,497      1,231,062
Interest Expense                    2,577,322      3,338,536      4,075,855
Depreciation and Amortization    ------------   ------------   ------------
                                    5,418,331      5,669,128      6,169,123
  Total Operating Expenses       ------------   ------------   ------------

Net Income Before Equity in         3,318,242        937,071      4,436,432
Income of Partnerships
                                    1,242,123        542,189         35,641
Equity in Partnerships           ------------   ------------   ------------
                                  $ 4,560,365    $ 1,479,260    $ 4,472,073
Net Income                       ============   ============   ============

Allocation of Net Income:         $ 4,514,761    $ 1,464,467    $ 4,427,352
  Limited Partners                     45,604         14,793         44,721
  General Partners               ------------   ------------   ------------
                                  $ 4,560,365    $ 1,479,260    $ 4,472,073
                                 ============   ============   ============

Net Income per $1,000 Limited     $    123.80    $     40.16    $    121.40
Partnership Unit Outstanding     ============   ============   ============

Number of Limited Partnership          36,469         36,469         36,469
Units                            ============   ============   ============

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

<PAGE>
                      CYPRESS EQUIPMENT FUND II, LTD.
                 STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
           FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

                                  Limited        General         Total
                                 Partners'      Partners'      Partners'
                                  Equity         Deficit         Equity
                                 --------       --------        --------
Balance at December 31, 1995     $29,109,906      $ (28,123)    $29,081,783

Net Income - 1996                  4,427,352         44,721       4,472,073

Distributions - 1996              (3,646,900)       (36,832)     (3,683,732)
                                ------------      ---------     -----------
Balance at December 31, 1996      29,890,358        (20,234)     29,870,124


Net Income - 1997                  1,464,467         14,793       1,479,260

Distributions - 1997              (3,646,900)       (36,832)     (3,683,732)
                                 -----------      ---------    ------------
Balance at December 31, 1997      27,707,925        (42,273)     27,665,652


Net Income - 1998                  4,514,761         45,604       4,560,365

Distributions - 1998              (5,470,350)       (55,253)     (5,525,603)
                                ------------      ---------    ------------
Balance at December 31, 1998     $26,752,336     $  (51,922)    $26,700,414
                                ============    ===========    ============


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

<PAGE>
                      CYPRESS EQUIPMENT FUND II, LTD.
                         STATEMENTS OF CASH FLOWS
                     FOR THE YEARS ENDED DECEMBER 31,
                                      1998          1997          1996
                                      ----          ----          ----
Cash Flows from Operating
Activities:
 Net Income                        $ 4,560,365    $ 1,479,260   $ 4,472,073
 Adjustments to Reconcile Net
 Income (Loss) to Net Cash
 Provided by Operating Activities:
  (Gain)Loss on Sale of Equipment   (3,092,697)             0      (198,081)
  Depreciation and Amortization      2,577,322      3,338,536     4,075,855
  Deferred Interest on Notes
  Payable                              246,744        606,257       495,617
  Equity in Income of Investment
  In Partnerships                   (1,242,123)      (542,189)      (35,641)
  Changes in Operating Assets
  and Liabilities:
   Decrease in Rental Equipment
   Held for Sale                       432,472         20,043     3,174,558
   (Increase) Decrease in Rent
   Receivable                          200,468        (79,087)      102,200
   (Increase) Decrease in
   Prepaid Expenses                     22,733        (17,851)      (48,898)
   Increase (Decrease) in
   Interest Payable                    (93,593)        19,311        59,625
   (Increase) Decrease in
   Accounts Receivable:
    Interest                                 0              0           472
    Other                                6,492         (8,691)          289
   Increase (Decrease) in
   Payable to:
    General Partners                   (86,635)      (198,424)      287,179
    Affiliates                               0        (11,393)       11,393
    Other                              182,986        166,568        40,485
   Increase (Decrease) in Unearned
   Revenue                              23,009           (187)     (109,653)
                                  ------------   ------------  ------------
     Net Cash Provided by
     Operating Activities            3,737,543      4,772,153    12,327,473
                                  ------------   ------------  ------------
Cash Flows from Investing
Activities:
 Purchases of Rental Equipment        (345,456)    (1,259,580)       (3,896)
 Deposit on Equipment                        0         (9,420)   (3,109,549)
 (Purchase)Decrease of Direct
 Financing Lease                        26,369       (867,100)            0
 Investment in Partnerships            (20,682)    (1,541,765)   (8,859,010)
 Distributions Received              3,744,439        868,175       100,953
 (Purchase) Sale of Options                  0        748,406             0
 Proceeds from Sale of Equipment    10,430,101              0       438,282
 Proceeds from Casualty of
 Option                                      0          2,966         4,496
 (Increase) Decrease in Sales
 Proceeds Receivable                         0          1,483       109,017
                                   -----------    -----------   -----------
     Net Cash Provided by (Used
     In) Investing Activities       13,834,771     (2,056,835)  (11,319,707)
                                   -----------    -----------   -----------
Cash Flows from Financing
Activities:
 Proceeds from Notes Payable                 0      8,658,151     7,899,999
 Payment of Notes Payable          (12,833,290)    (8,808,244)   (2,704,851)
 (Increase) Decrease in Deferred
 Debt Costs                              9,548        (72,748)      (34,553)
 Distributions to Partners          (5,525,603)    (3,683,732)   (3,683,732)
                                   -----------    -----------   -----------
     Net Cash (Used In) Provided
     by Financing Activities       (18,349,975)    (3,906,573)    1,476,863
                                   -----------    -----------   -----------
Increase (Decrease) in Cash and
Cash Equivalents                      (777,661)    (1,191,255)    2,484,629

Cash and Cash Equivalents at
Beginning of Period                  4,480,112      5,671,367     3,186,738
                                   -----------    -----------   -----------
Cash and Cash Equivalents at End
of Period                          $ 3,702,451    $ 4,480,112   $ 5,671,367
                                   ===========    ===========   ===========

Supplemental Cash Flow Information:
Interest Paid                      $ 1,271,827    $  931,930     $  612,627
                                  ============   ===========    ===========
Non-Cash Activities:

The 1996 transfer of ownership from equipment previously under option
resulted in increases of:  Leased Equipment by $4,155,501; Notes Payable by
$3,037,097; and Interest Payable by $6,662; and decreases of:  Residual
Participations by $134,396; Residual Participations Receivable by $914,066;
and Accounts Receivable - Interest by $63,280.

Notes Payable in 1996 were increased by $495,617, the amount of Deferred
Interest on Notes Payable.

In 1996, Leased Equipment with a cost of $4,136,743 and a net book value of
$3,692,643 was transferred to Equipment Held for Sale.

Notes Payable in 1997 were increased by $606,257, the amount of Deferred
Interest on Notes Payable.

Notes Payable in 1998 were increased by $246,744 the amount of Deferred
Interest on Notes Payable.

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

<PAGE>
                      Cypress Equipment Fund II, Ltd.

                         NOTES TO FINANCIAL STATEMENTS
                               December 31, 1998

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 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, 1998, 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 in Cash
and Cash Equivalents.

Concentration of Credit Risk

   Financial instruments which potentially subject the Partnership to
concentrations of credit risk consist principally of cash investments and
rents receivable.  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, 1998.

   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

   Operating

   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.

     In March 1995, the Financial Accounting Standards Board (FASB) issued
statement No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of" (SFAS 121).  In accordance with
SFAS 121, 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.  There were no write-downs required during 1998 or 1997.

     Direct Financing Lease

     The Partnership owns one direct financing lease.  The Investment in
Direct Financing Lease is reported at the present value of the sum of the
minimum lease payments, using the interest rate implicit in the lease as
the discount factor.  The difference between the sum of the minimum lease
payments and the present value of the sum of the minimum lease payments is
reported as unearned income, which is amortized over the remaining lease
term using the interest method.

Investment In Partnerships

   The Partnership accounts for its investments in partnerships using the
equity method of accounting because the Partnership does not have a
majority control of the major operating and financial policies of the
partnerships 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.

Equipment Held for Sale

   The Partnership's policy is to transfer off-lease equipment that is held
for sale to Equipment Held for Sale at the lower of its net book value or
its market value.

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 1998, 1997, and 1996, respectively.

Reclassification

   For comparability, 1996 figures have been reclassified where appropriate
to conform to the financial statement presentation used in 1997 and 1998.
The following amounts on the 1996 Statement of Operations have been
reclassified to Equity in Income of Partnerships:  Lease Revenue $267,922;
Interest Expense $24,627; and Depreciation $207,654.  These
reclassifications  had no effect on net income or partners' capital for the
year.

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 acquisition fees of
$0, $116,352, and $368,478 in 1998, 1997, and 1996 respectively, for
services related to locating and leasing equipment (2.85% of the purchase
price); equipment management fees of $299,802, $288,328, and $223,432, (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) were paid or accrued in 1998, 1997,
and 1996, 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
$55,253, $36,832, and $36,832 for 1998, 1997, and 1996, respectively.

Affiliates of the General Partner

   The following amounts were paid or accrued to affiliates of the General
Partners: $57,804 in 1998, $69,281 in 1997, and $73,286 in 1996 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, 1998, are as follows:
                    Year Ending
                    December 31,                   Amount
                    ------------                ------------
                      1999                      $  3,544,298
                      2000                           667,815
                      2001                           484,507
                      2002                           450,000
                      2003                           437,500
                      Thereafter                      87,500
                                                ------------
                                                $  5,671,620
                                                ============

        Direct Financing Lease

        The components of the Partnership's Investment in Direct Financing
Lease at December 31, 1998 are as follows:

        Total Minimum Lease
          Payments to be Received        $ 1,269,203
          Unearned Income                   (428,472)
                                         -----------
          Net Investment in
          Direct Financing Lease         $   840,731
                                         ===========
   Future minimum rentals to be received on this lease at December 31,
1998, are as follows:

        Year Ending December 31,

                1999                     $  251,399
                2000                        251,399
                2001                        251,399
                2002                        515,006
                                         ----------
                Total                    $1,269,203
                                         ==========

NOTE 5 - OPTIONS

   In 1993, the Partnership purchased an option to acquire equipment at the
termination of the current lease.  The cost of the Option was $584,736.
During 1995, the Partnership exercised the option and paid the strike price
of $2,290,270.  Upon exercise, the equipment was transferred to Equipment
Held for Sale.  This equipment was sold in 1996.

   During 1995, the partnership purchased three options to acquire
equipment at the termination of the current leases.  The Partnership
accounts for these options at costs of $748,405, $674,124, and $1,608,122.
The exercise dates are July 1997, August 1999, and January 2000 with
exercise prices of $566,684, $1,535,122, and $5,107,500, respectively.  If
the options are not exercised, the option costs will be charged against
income.  In July 1997 the Partnership exercised the option and paid the
strike price of $566,686.  The equipment was immediately sold and the
partnership realized a net gain of $548,588.

   During 1995, the Partnership purchased a residual interest to share in
the cash proceeds generated by a series of equipment leases.  The portion
of the residual interest generated during the leases had a cost of
$914,066, based on the present value of the future cash stream.  The
portion of the residual interest generated by subsequent leases or
equipment sales had a cost of $134,396.  During 1996, the Partnership
purchased the equipment which had previously supported the residual
interest.

NOTE 6 - 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.


NOTE 7 - INVESTMENT IN PARTNERSHIPS

     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.

     During 1996 the Partnership acquired a 40% interest in a partnership
which owns a recovery boiler facility used in the production of wood pulp
and on lease to International Paper.  The purchase price was approximately
$10,290,000.

     The following is a summary of the Investment in Partnerships:


                                     December 31, 1998  December 31, 1997
                                     -----------------  -----------------
Investment in Federal Paper Board          $  8,859,010        $  8,859,010
Cumulative Distributions                     (3,134,155)           (969,128)
Cumulative Equity in Income                   1,433,657             586,579
                                           ------------        ------------
Net Investment                             $  7,158,512        $  8,476,461
                                           ============        ============

Investment in Cypress Access
Container                                  $  1,481,879        $  1,461,197
Acquisition Expense                              48,506              80,568
Cumulative Distributions                     (1,579,412)                  0
Cumulative Equity in Income                     386,296              (8,749)
                                           ------------        ------------
Net Investment                             $    337,269        $  1,533,016
                                           ============        ============
Total Investment in Partnerships           $  7,495,781        $ 10,009,477
                                          =============       =============



SUMMARIZED BALANCE SHEET:
CYPRESS ACCESS CONTAINER PARTNERS     DECEMBER 31, 1998    DECEMBER 31, 1997
---------------------------------    ------------------    ------------------
ASSETS:
  Cash                                     $      2,693          $         0
  Rent Receivable                               150,350              283,160
  Other receivable                              417,044              136,412
  Containers, net of accumulated
  depreciation                                1,134,171            2,473,525
  Organization costs, net of
  accumulated amortization                       43,752               11,799
                                           ------------         ------------
   Total Assets                             $ 1,748,010          $ 2,904,896
                                           ============         ============
LIABILITIES AND PARTNERS' EQUITY:
  Accrued Expenses                          $    11,479          $         0
  Note Payable                                1,157,349                    0
  Partner's Equity - Access                     289,591            1,452,448
  Partner's Equity - Cypress                    289,591            1,452,448
                                           ------------         ------------
   Total Liabilities and
   Partners' Equity                        $  1,748,010           $ 2,904,896
                                          =============          ============

SUMMARIZED STATEMENT OF OPERATIONS:
Rental Income                              $    765,145          $        0
Gain on Sale of Containers                      474,873                   0
Interest Income                                     257                   0
                                          -------------         -----------
    Total Income                              1,240,275                   0

Expenses:
  General & Administrative                        7,777                   0
  Interest Expense                              104,626                   0
  Depreciation & Amortization                   337,782              17,497
                                           ------------         -----------
    Total Expenses                              450,185              17,497


       Net Income                           $   790,090          $  (17,497)
                                           ============         ===========
Other Partner's Share of Net
Income                                      $   395,045              (8,748)
Cypress' Share of Net Income                    395,045              (8,749)
                                            -----------           ----------
                                            $   790,090           $ (17,497)
                                            ===========           ==========


SUMMARIZED BALANCE SHEET:
       FEDERAL PAPER BOARD          DECEMBER 31, 1998    DECEMBER 31, 1997
        ------------------          -----------------    -----------------
ASSETS:
Equipment, net of accumulated
depreciation                               $ 7,248,728          $ 8,566,678
                                           -----------          -----------
                                           $ 7,248,728          $ 8,566,678
   Total Assets                           ============         ============

LIABILITIES AND PARTNERS' EQUITY:
Unearned Revenue                           $   225,524          $   225,524
                                          ------------         ------------
   Total Liabilities                           225,524              225,524
                                          ------------         ------------
Partners' Equity - Cypress                   7,158,512            8,476,462
Partners' Equity - Other                      (135,308)            (135,308)
                                          ------------         ------------
   Total Partners' Equity                    7,023,204            8,341,154
                                          ------------         ------------
Total Liabilities and Partners'
Equity                                     $ 7,248,728          $ 8,566,678
                                          ============         ============

SUMMARIZED STATEMENT OF OPERATIONS:
Rental income                              $ 5,412,569         $ 5,412,569

Depreciation expense                         1,317,950           1,557,578
Interest expense                                     0             139,746
Amortization expense                                 0              97,895
                                          ------------        ------------
  Net Income                               $ 4,094,619         $ 3,617,350
                                          ============        ============
Other partners' share of Net               $ 3,247,541         $ 3,066,412
Income                                         847,078             550,938
Cypress' share of Net Income              ------------        ------------
                                           $ 4,094,619         $ 3,617,350
                                          ============        ============


NOTE 8 - NOTES PAYABLE

     Notes payable consist of the following:
                                              December 31,    December 31,
                                                  1998            1997
                                               -----------    ------------
Non-recourse notes payable secured by
equipment with fixed interest rates of 5% to
16 5/8% and maturities in 1999.                 $   489,844     $ 1,754,742

Non-recourse note payable secured by
equipment, original terms of 72 months each,
no payments for the first 48 months with the
accruing interest converted to additional
principal, then fully amortizing over the
remaining 24 months, with a fixed interest
rate of 7.85% and final maturity in 2000.         1,501,267       3,113,556

Recourse notes payable secured by assets of
the Partnership, original terms of 52 to 56
months, no payments due until maturity with
the accruing interest converted to
additional principal, with fixed interest
rate of 10% and final maturity in 2000.
$150,244 is expected to be converted to
principal.                                        1,692,683       1,539,278

Line of Credit secured by equipment with a
floating rate of LIBOR + 3.25% with maturity
in 1999.  The interest rate at December 31,
1997 was 9.4375%.                                         0       4,234,500


Line of Credit secured by equipment with a
floating rate of LIBOR + 4% with maturity in
1998.  The interest rate at December 31,
1997 was 10.1875%.                                        0       3,600,000

Recourse note secured by assets of the
Partnership with a floating rate of
commercial paper rate + 3.5% up to and
including 3/16/98, and thereafter a floating
rate of commercial paper rate + 4% with a
maturity in 1999.  The interest rate as of
December 31, 1998 was 8.95%.                        956,699       2,885,760

Recourse non-revolving line of credit
secured by equipment with a floating rate of
"Prime Rate" + .75% with maturity in 2002.
The interest rate as of December 31, 1998
was 8.5%.                                           455,931         649,103

Non-recourse note payable secured by
residual proceeds after lease termination in
2002 with fixed interest rate of 7%.              1,401,126       1,307,966
                                                -----------     -----------
TOTAL                                           $ 6,497,730     $19,084,905
                                                ===========     ===========

The aggregate amounts of principal payments due in the years after December
31, 1998 are : 1999 - $3,338,149; 2000 - $1,582,878: 2001 - $140,176; 2002
- $35,401 and 2003 - $1,401,126.

NOTE 9 - 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 a
reconciliation between net income as reported and Partnership income (loss)
for tax purposes:
                                     1998          1997           1996
                                     ----          ----           ----
Net income per financial
statements                         $ 4,560,365   $ 1,479,260    $ 4,472,073

Tax gain in excess of (less
than) financial gain on sale of
equipment                            1,338,921        (3,774)       (71,918)

Additional tax depreciation           (672,679)     (960,164)    (1,286,344)

Adjustment to Direct Financing
Lease from tax to financial
statements                             245,901        42,541              0

Other Adjustments                        6,864        (6,496)             0

Additional taxable losses from
Investment in Partnerships            (360,349)     (830,585)      (434,304)
                                  ------------  ------------   ------------
Partnership income (loss) for
tax purposes                       $ 5,119,023   $  (279,218)   $ 2,679,507
                                  ============  ============   ============


NOTE 10 - MAJOR LESSEE INFORMATION

      Four leases accounted for $1,879,121, $940,749, $634,395 and $609,444
of rental income for the year ended December 31, 1998.  Four leases
accounted for $2,012,983, $1,075,911, $988,251 and $609,534 for the year
ended December 31, 1997.  Four leases accounted for $2,611,723, $1,078,034,
$1,076,876 and $988,251 for the year ended December 31, 1996.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

     The Partnership shall pay the General Partners an equipment resale fee
for arranging for the sale of equipment which will equal the lessor of (a)
3% of the sales price for each Item of Equipment sold, or (b) one-half of
the brokerage fee which would be paid for services that are reasonable,
customary and competitive.  Payment of this fee shall be deferred until all
Limited Partners have received cumulative Cash Distributions in an amount
equal to the sum of Capital Contributions and the annual Priority Returns
attributable to all units of the Partnership.

Note 12 - YEAR 2000 ISSUES

Like all entities, the Partnership is exposed to risks associated with the
Year 2000 Issue, which affects computer software and hardware; transactions
with customers, vendors and other entities; and equipment dependent on
microchips.  The Partnership has begun but not yet completed the process of
identifying and remedying potential Year 2000 problems.  It is not possible
for any entity to guarantee the results of its own remedies or to
accurately predict the impact of the Year 2000 Issue on third parties with
which the Partnership does business.  If the remedies of the Partnership or
third parties with which it does business are not successful, the Year 200
problem could have negative effects on the Partnership's financial
condition and results of operations in the near term.

NOTE 13 - SUBSEQUENT EVENTS

     On January 31, 1999, the Partnership paid distributions of $911,725 to
the Limited Partners and $9,208 to the General Partners.

     On February 25, 1999, part of the option that was to become available
in January 2000 was exercised.  The lessee, General Chemical Corporation,
was granted an early lease termination and General Chemical (Soda Ash)
Partners purchased the railroad cars for a net sales price of $8,212,215.
The option had a total cost of $6,347,227 and this sale produced a gain of
$1,864,988.

     On March 16, 1999, the Partnership sold equipment with an original
cost of $1,745,717 for $1,010,638.

     On April 14, 1999, the Partnership made an early pay off of the loan
associated with the direct financing lease.

     On April 30, 1999, the Partnership paid distributions of $$3,646,900
to the Limited Partners and $36,838 to the General Partners.

     On May 13, 1999, the Partnership sold Rental Equipment Held for Sale
with a book cost of $3,672,601 for $7,950,000.

Item 9.   Disagreements on Accounting and Financial Disclosures

None.


                                 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, 1998.  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, 1998.

     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, 1998, 1997, and 1996.

                                  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.                                    **
       29      Information from reports furnished to
               state insurance regulatory
               authorities                                     ***

     *    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.


                                   RJ Leasing - 2, Inc.
                                     A General Partner


Date: June 15, 1999                 By:  /s/J. Davenport Mosby, III
                                        -----------------------------------
                                        J. Davenport Mosby, III
                                        President


Date: June 15, 1999                  By:  /s/John M. McDonald
                                         ---------------------------------
                                        John M. McDonald
                                        Vice President


Date: June 15, 1999                  By:  /s/Christa Kleinrichert
                                         ---------------------------------
                                        Christa Kleinrichert
                                        Secretary and Treasurer

                                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.

                                   RJ Leasing - 2, Inc.
                                     A General Partner

ATTEST:


/s/Christa Kleinrichert            By:  /s/J. Davenport Mosby, III
--------------------------------        -----------------------------------
Christa Kleinrichert                    J. Davenport Mosby, III
Secretary and Treasurer                 President