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, 1997

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      (813) 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, 1997
----------------------                       --------------------
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
<PAGE>
                             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, 1997, the original cost of Equipment owned by the Partnership was
$40,876,233.  Equipment and related information consist of the following:

                                                           FUTURE REVENUE
                                LEASE                       OF REMAINING
                              MATURITIES     ACQUISITION    LEASE TERM AT
         EQUIPMENT           AT 12/31/97         COST         12/31/97
--------------------------  -------------    ---------------- ------------
Tank Barges                 December 1998        3,623,484       988,251

Locomotives                 November 1998        1,745,717       318,988

Self Unloading Bulk                                                     
Carrier                     November 1998        8,773,564       940,749

Electronic Banking          October 1999                                
Equipment                   -August 2002        10,336,844     4,550,811

3 Aircraft                  December 2001        5,438,086     1,793,229

Aircraft (3)                February 2004        1,718,374             0

Machine Tools               August 1999 -                               
                            September 2001       1,061,079       553,008
                                                                        
Offlease:                                                               
                                                                        
Aircraft                                         1,537,519              
                                                                        
Peak Power Generating                                                   
Units (1)                                        4,100,606              
                                                                        
Hopper Cars (2)                                  2,540,960              
                                              ------------  -----------
                                              $ 40,876,233 $  9,145,036 
                                              ============ ============
                                                                       

 (1)  The lessee has exercised its option to purchase the equipment.  See
"Legal Proceedings"
 (2)  Equipment is subject to a dispute with the lessee.  See "Legal
Proceedings".
  (3)  On  December  31, 1997, the Fund was notified  that  its  Metro  III
commuter  aircraft on lease to Aerosur, S.A. experienced a casualty  event.
The  aircraft is currently being inspected to determine the extent  of  its
damage.   In the event the aircraft is declared a total loss, the  Fund  is
expected  to receive insurance proceeds in an amount sufficient to  protect
its investment and targeted return on its investment.

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

               Oglebay Norton Company            21%
               Hughes Network Systems, Inc.      20%
               Lonestar Airlines                 13%
               Dow Chemical Company               9%
               Affiliated Computer Services, Inc. 6%
               Southern Pacific                   4%
               Aerosur, S.A.                      4%
               Alliant Technology                 3%
               Equipment Pending Re-lease         4%
               Equipment Held for Sale           16%
                                                ----
                                                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.
     

Item 3.   LEGAL PROCEEDINGS

     The Illinois Central Gulf Railroad transaction was purchased in
September 1992.  In 1994 a total of 234 of the original 398 hopper cars
were declared casualtied by the lessee and the casualty proceeds as
required under the lease were paid to the Partnership.  The Partnership has
brought a legal action against the lessee for damages associated with the
return condition of the remaining 162 cars subject to the lease.  The cars
are currently stored on the Illinois Central tracks pending resolution of
the dispute.

     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 1997.
                            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, 1997

Units of Limited Partnership Interest                  1,995
General Partner Interests                                  3

Item 6.   SELECTED FINANCIAL DATA

                  1997        1996       1995        1994         1993
Total                                                            
Revenues       $ 6,606,199  $10,605,555 $ 7,119,741 $ 8,672,375  $ 5,170,123
                                                                 
Net Income     $ 1,479,260  $ 4,472,073 $ 1,550,265 $ 3,199,088  $   845,361
                                                                 
Total Assets   $47,348,906  $49,121,339 $39,309,444 $36,771,147  $34,343,968
                                                                 
Notes Payable  $19,084,905  $18,628,741 $ 9,900,879 $ 4,799,168  $ 9,492,116
                                                                 
Distributions                                                    
to Limited                                                       
Partners Per                                                     
Weighted                                                         
Average                                                          
Limited                                                          
Partnership                                                      
Unit                                                             
Outstanding    $    100.00  $    100.00 $    109.21 $     91.45  $     78.46
                                                                 
Earnings Per                                                     
Weighted                                                         
Average                                                          
Limited                                                          
Partnership                                                      
Unit                                                             
Outstanding    $     40.16  $    121.40 $     42.08 $     90.75  $     47.07

     
     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.
<PAGE>
Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

Results of Operations

     Rental income decreased from $7,491,653 for the year ended December
31, 1996, to $5,770,536 for the year ended December 31, 1997.  Equipment
which came off-lease or was sold during 1997 provided $1,575,930 less
revenue in 1997 than in 1996 and equipment purchased in 1997 provided
$460,527 more revenue in 1997 than in 1996.  Additionally, there was a
decrease of $605,715 in revenues of leases that were in place.  Interest
income decreased during the year ended December 31, 1997, as compared to
the year ended December 31, 1996, because the Partnership had a lower
average balance of cash for investment.
     
     Interest expense increased from $1,231,062 for the year ended December
31, 1996, to $1,557,497 for the year ended December 31, 1997.  This
increase primarily resulted from a increased average level of debt during
the period. Management fee expense increased even though rental revenues
decreased due to management fees being paid on the distribution of revenues
from the Federal Paper Board Partnership.  Depreciation and amortization
expense decreased $737,319 for the year ended December 31, 1997 versus the
year ended December 31, 1996, due to an average depreciable basis of
equipment of $40,127,000 during 1996 versus an average of $34,518,000
during 1997.
     
     The net effect of the above revenue and expense items resulted in a
net income of $4,472,073 for the year ended December 31, 1996, compared to
a net income of $1,479,260 for the year ended December 31, 1997.
     
     During the year ended December 31, 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 acquired Equipment, a Direct
Financing Lease and Investment in Partnerships of $4,127,406.  During the
year ended December 31, 1996, the Partnership acquired $14,555,650 of
equipment and sold equipment with an original cost of $3,803,141 for a net
increase in equipment of $10,752,509.
     
     Notes payable increased $456,164 during the year ended December 31,
1997, due to $8,658,151 of additional borrowing, deferred interest of
$606,257, and $8,808,244 of principal payments on notes.

Liquidity and Capital Resources

     The primary sources of funds for the year ended December 31, 1997 were
$4,772,153 from operating activities, $8,658,151 from additional borrowing,
$751,372 from the sale of options and $868,175 in distributions from other
partnerships.  These sources were used to make $2,585,641 of equipment
purchases, $1,541,565 for a 50% interest in a partnership, $8,808,244 of
notes payments, and $3,683,732 of distributions.  As of December 31, 1997,
the Partnership had $4,480,112 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 1998 operations and Cash and
Cash Equivalents at December 31, 1997.
     
     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, 1997, was $4,480,112.  The
Partnership had net income of $1,479,260 and after adjusting for
depreciation and amortization and the changes in operating assets and
liabilities, net cash provided by operating activities was $5,231,114.
Cash used in investing activities totaled $2,515,796.  Cash provided by
financing activities consisted primarily of additional borrowing of
$8,658,151, cash used in financing activities was primarily to make
payments of notes payable of $8,808,244 and distributions of $3,683,732.
     
     Actual cash distributions were $3,683,732 in 1997 and $3,683,732 in
1996.
     
     The Partnership anticipates that funds from operations in 1998 will be
adequate to cover all 1998 operating contingencies.



<PAGE>


                       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, 1997 and 1996, and the related statements
of operations, partners' equity and cash flows for each of the three years
in the period ended December 31, 1997.  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, 1997 and 1996, and the results
of its operations and its cash flows for each of the three years in the
period ended December 1997, in conformity with generally accepted
accounting principles.
     





                             SPENCE, MARSTON, BUNCH, MORRIS & CO.
                             Certified Public Accountants
Clearwater, Florida
May 4, 1998
<PAGE>
Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                                     
                      CYPRESS EQUIPMENT FUND II, LTD.
                              BALANCE SHEETS
                               DECEMBER 31,
                                                  1997           1996
                                                  ----           ----
ASSETS                                                                     
Rental Equipment, at Cost                      $ 34,234,667    $ 32,975,087
  Less:  Accumulated Depreciation               (12,630,987)     (9,403,837)
                                              -------------   -------------
                                                 21,603,680      23,571,250
                                                                           
Rental Equipment Held for Sale                    4,105,073       4,125,116
Deposit on Equipment                              3,118,969       3,109,549
Options                                           2,282,246       3,033,618
Investment In Partnerships                       10,009,477       8,793,698
Net Investment in Direct Financing Lease            867,100               0
Deferred Debt Costs (Net of Accumulated                                    
Amortization of $290,498 and $179,112,                                     
Respectively)                                        44,238          82,876
Rent and Sales Proceeds Receivable                  737,603         659,999
Accounts Receivable - Other                          12,000           3,309
Prepaid Expense                                      88,408          70,557
Cash and Cash Equivalents                         4,480,112       5,671,367
                                               ------------    ------------
    Total Assets                               $ 47,348,906    $ 49,121,339
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Liabilities:                                                               
Notes Payable                                  $ 19,084,905    $ 18,628,741
Payable to:  General Partners                       187,943         386,367
             Affiliates                                   0          11,393
             Others                                 268,626         102,058
Interest Payable                                    141,780         122,469
Unearned Revenue                                          0             187
                                              -------------   -------------
    Total Liabilities                            19,683,254      19,251,215
                                              -------------   -------------
Partners' Equity:                                                          
Limited Partners (36,469 units outstanding                                 
at December 31, 1997 and 1996)                   27,707,925      29,890,358
General Partners                                   (42,273)        (20,234)
                                              -------------   -------------
    Total Partners' Equity                       27,665,652      29,870,124
                                              -------------   -------------
    Total Liabilities and Partners' Equity     $ 47,348,906    $ 49,121,339
                                              =============   =============
                                                                           
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,
                                    1997           1996           1995
                                    ----           ----           ----
Revenues:                                                                  
Rental Income                     $ 5,770,536    $ 7,491,653    $ 6,573,823
Interest Income                       270,617        362,482        439,766
Gain on Sale of Equipment                   0        198,081        106,152
Gain on Sale of Rental                                                     
Equipment Held for Sale               565,046      1,640,583              0
Insurance Proceeds                          0        912,756              0
                                 ------------   ------------   ------------
Total Revenues                      6,606,199     10,605,555      7,119,741
                                 ------------   ------------   ------------
Operating Expenses:                                                        
Management Fees-General               288,328        223,432        284,795
Partners                                                                   
General Administrative:                69,281         73,286         49,063
  Affiliate                           415,486        565,488        294,703
  Other                             1,557,497      1,231,062        639,213
Interest Expense                    3,338,536      4,075,855      3,551,702
Depreciation and Amortization                                              
Write Down of Rental Equipment              0              0        750,000
Held for Sale                    ------------   ------------   ------------
                                    5,669,128      6,169,123      5,569,476
  Total Operating Expenses       ------------   ------------   ------------
                                                                           
Net Income Before Equity in           937,071      4,436,432      1,550,265
Income of Partnerships                                                     
                                                                           
Equity in Income of                   542,189         35,641              0
Partnerships                     ------------   ------------   ------------
                                  $ 1,479,260    $ 4,472,073    $ 1,550,265
Net Income                       ============   ============   ============
                                                                           
Allocation of Net Income:         $ 1,464,467    $ 4,427,352    $ 1,534,762
  Limited Partners                     14,793         44,721         15,503
  General Partners               ------------   ------------   ------------
                                  $ 1,479,260    $ 4,472,073    $ 1,550,265
                                 ============   ============   ============
                                                                           
Net Income per $1,000 Limited     $     40.16    $    121.40    $     42.08
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, 1997, 1996 AND 1995
                                     
                                  Limited        General         Total
                                 Partners'      Partners'      Partners'
                                  Equity         Deficit         Equity
                                 --------       --------        --------
Balance at December 31, 1994     $31,557,923     $  (3,400)     $31,554,523
                                                                           
Net Income - 1995                  1,534,762         15,503       1,550,265
                                                                           
Distributions - 1995              (3,982,779)       (40,226)     (4,023,005)
                                ------------      ---------     -----------
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
                                ============    ===========    ============
                                                                           

                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,
                                      1997          1996          1995
                                      ----          ----          ----
Cash Flows from Operating                                                  
Activities:                                                                
 Net Income                         $ 1,479,260   $ 4,472,073   $ 1,550,265
 Adjustments to Reconcile Net                                              
Income to Net Cash Provided                                                
by Operating Activities:                                                   
  (Gain) on Sale of Equipment                 0      (198,081)     (106,152)
  Depreciation and Amortization       3,338,536     4,075,855     3,551,702
  Deferred Interest on Notes                                               
Payable                                 606,257       495,617       231,078
  Write Down of Rental Equipment                                           
Held for Sale                                 0             0       750,000
  Purchase of Equipment Held for                                           
Sale                                          0             0    (2,290,270)
  Equity in Income of Investment                                           
In Partnerships                        (542,189)      (35,641)            0
  Changes in Operating Assets                                              
and Liabilities:                                                           
   Decrease in Rental Equipment                                            
Held for Sale                            20,043     3,174,558             0
   (Increase) Decrease in Rent                                             
Receivable                              (79,087)      102,200     1,391,905
   (Increase) Decrease in                                                  
Prepaid Expenses                        (17,851)      (48,898)       54,329
   Increase (Decrease) in                                                  
Interest Payable                         19,311        59,625       (26,306)
   (Increase) Decrease in                                                  
Accounts Receivable:                                                       
    Interest                                  0           472       (63,752)
    Other                                (8,691)          289        (3,598)
  Increase (Decrease) in                                                   
Payable to:                                                                
    General Partners                   (198,424)      287,179       (41,686)
    Affiliates                          (11,393)       11,393        (5,381)
    Other                               166,568        40,485        61,573
  Decrease in Unearned Revenue             (187)     (109,653)      (78,874)
                                   ------------  ------------  ------------
     Net Cash Provided by                                                  
Operating Activities                  4,772,153    12,327,473     4,974,833
                                   ------------  ------------  ------------
Cash Flows from Investing                                                  
Activities:                                                                
 Purchases of Leased Equipment       (1,259,580)       (3,896)  (10,284,106)
 Deposit on Equipment                    (9,420)   (3,109,549)            0
 Purchase of Direct Financing                                              
Lease                                  (867,100)            0             0
 Investment in Partnerships          (1,541,765)   (8,859,010)            0
 Distributions Received                 868,175       100,953             0
 (Purchase) Sale of Options             748,406             0    (3,038,114)
 Purchase of Residual                                                     0
Participations                                0             0      (134,396)
 Purchase of Accounts Receivable                                           
- Residual Participations                     0             0      (914,066)
 Proceeds from Sale of Equipment              0       438,282     3,288,957
 Proceeds from Casualty of                                                 
Option                                    2,966         4,496        16,083
 Payments Received on Note                                                 
Receivable                                    0             0       306,927
 (Increase) Decrease in Sales                                              
Proceeds Receivable                       1,483       109,017      (110,500)
                                    -----------   -----------   -----------
     Net Cash (Used In) Investing                                          
Activities                           (2,056,835)  (11,319,707)  (10,869,215)
                                    -----------   -----------   -----------
Cash Flows from Financing                                                  
Activities:                                                                
 Proceeds from Notes Payable          8,658,151     7,899,999     8,313,460
 Payment of Notes Payable            (8,808,244)   (2,704,851)   (3,442,827)
 (Increase) in Deferred Debt                                               
Costs                                   (72,748)      (34,553)      (97,249)
 Distributions to Partners           (3,683,732)   (3,683,732)   (4,023,005)
                                    -----------   -----------   -----------
     Net Cash (Used In) Provided                                           
by Financing Activities              (3,906,573)    1,476,863       750,379
                                    -----------   -----------   -----------
Increase (Decrease) in Cash          (1,191,255)    2,484,629    (5,144,003)
                                                                           
Cash and Cash Equivalents at                                               
Beginning of Period                   5,671,367     3,186,738     8,330,741
                                    -----------   -----------   -----------
Cash and Cash Equivalents at End                                           
of Period                           $ 4,480,112   $ 5,671,367   $ 3,186,738
                                    ===========   ===========   ===========
                                                                           
Supplemental Cash Flow Information:                           
Interest Paid                       $  931,930    $  612,627     $  434,441
                                  ============   ===========    ===========
                                                                           

Non-Cash Activities:

In 1995, Rental Equipment with a cost of $3,015,223 and a net book value of
$1,498,108 was transferred to Rental Equipment Held for Sale.

An option purchased in 1993 at a cost of $584,736 was exercised during
1995. This cost less casualty proceeds received of $16,083 was transferred
to Rental Equipment Held for Sale.

Notes Payable in 1995 were increased by $231,078 the amount of Deferred
Interest on Notes Payable.

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.


                The accompanying notes are an integral part
                      of these financial statements.
<PAGE>
                        CYPRESS EQUIPMENT FUND II, Ltd.
                                     
                         NOTES TO FINANCIAL STATEMENTS
                               December 31, 1996

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, 1997, 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 with an
original maturity of three months or less 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, 1997.

   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 its 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 1997 or 1996.

     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.  The net book value of equipment transferred exceeded
market value resulting in a write down of $750,000 for the year ended
December 31, 1995.

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 1997, 1996, and 1995, respectively.

Reclassification

   For comparability, the 1996 and 1995 figures have been reclassified
where appropriate to conform to the financial statement presentation used
in 1997.  The following amounts on the 1996 Balance Sheet have been
reclassified to Investment in Partnerships:  Leased Equipment $10,331,910;
Unearned Revenue $90,209; and Accumulated Depreciation $207,654.  In
addition, 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
$116,352, $368,478, and $254,125 in 1997, 1996, and 1995 respectively, for
services related to locating and leasing equipment (2.85% of the purchase
price); equipment management fees of $288,328, $223,432, and $284,795 (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 1997, 1996,
and 1995, 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
$36,832, $36,832, and $40,226 for 1997, 1996, and 1995, respectively.

Affiliates of the General Partner

   The following amounts were paid or accrued to affiliates of the
Administrative General Partner: $69,281 in 1997, $73,286 in 1996, and
$49,063 in 1995 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, 1997, are as follows:
                    Year Ending
                    December 31,                   Amount
                    ------------                ------------
                      1998                      $  5,247,174
                      1999                         2,680,670
                      2000                           682,251
                      2001                           534,942
                                                ------------
                                                $  9,145,037
                                                ============

        Direct Financing Lease

        The components of the Partnership's Investment in Direct Financing
Lease at December 31, 1997 are as follows:


        Total Minimum Lease
          Payments to be Received        $ 1,326,061
        Unearned Income                        (458,961)
        Net Investment in                -----------
          Direct Financing Lease         $   867,100
                                         ===========

        Future minimum rentals to be received on this lease at December 31,
1997, are as follows:

        Year Ending December 31,

                1998                     $  251,399
                1999                        251,399
                2000                        251,399
                2001                        251,399
                2002                        320,465
                                         ----------
                Total                    $1,326,061
                                         ==========

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 $749,893, $674,124, and $1,609,601.
The exercise dates are July 1997, August 1999, and January 2000 with
exercise prices of $572,516, $1,535,122, and $5,115,000, 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, 1997  December 31, 1996
                                     -----------------  -----------------
Investment in Federal Paper Board          $  8,859,010        $  8,859,010
Cumulative Distributions                      (969,128)           (100,953)
Cumulative Equity in Income                     586,579              35,641
                                           ------------        ------------
Net Investment                             $  8,476,461        $  8,793,698
                                           ============        ============

Investment in Cypress Access                                               
Container                                  $  1,461,197        $          0
Acquisition Expense                              80,568                   0
Cumulative Equity in Loss                       (8,749)                   0
                                           ------------        ------------
Net Investment                             $  1,533,016        $          0
                                           ============        ============
Total Investment in Partnerships           $ 10,009,477        $  8,793,698
                                          =============       =============

<PAGE>
SUMMARIZED BALANCE SHEET:
CYPRESS ACCESS CONTAINER PARTNERS   DECEMBER 31, 1997
---------------------------------   -----------------
ASSETS:                                               
  Rent Receivable                          $   283,160
  Other receivable                             136,412
  Containers, net of accumulated                      
depreciation                                 2,473,525
  Organization costs, net of                          
accumulated amortization                        11,799
                                          ------------
   Total Assets                            $ 2,904,896
                                          ============
LIABILITIES AND PARTNERS' EQUITY:                     
  Partner's Equity - Access                $ 1,452,448
  Partner's Equity - Cypress                 1,452,448
                                          ------------
   Total Liabilities and Partners'                    
Equity                                     $ 2,904,896
                                          ============
SUMMARIZED STATEMENT OF OPERATIONS:
Depreciation expense                         $  17,297
Amortization expense                               200
                                            ----------
  Net Loss                                   $  17,497
                                            ==========
Other Partner's Share of Net Loss            $   8,748
Cypress' Share of Net Loss                       8,749
                                            ----------
                                             $  17,497
                                            ==========
<PAGE>
                                                      
SUMMARIZED BALANCE SHEET:
       FEDERAL PAPER BOARD          DECEMBER 31, 1997    DECEMBER 31, 1996
        ------------------          -----------------    -----------------
ASSETS:                                                                    
Equipment, net of accumulated                                              
depreciation                               $ 8,476,461          $ 8,651,356
Other Assets                                         0               97,895
                                           -----------          -----------
   Total Assets                            $ 8,476,461          $ 8,749,251
                                          ============         ============
                                                                           
LIABILITIES AND PARTNERS' EQUITY:                                          
Notes Payable                              $         0          $ 2,881,294
Accrued Interest                                     0              212,092
                                          ------------         ------------
                                                     0            3,093,386
                                                                           
Partners' Equity - Cypress                   8,476,461            8,793,698
Partners' Equity - Other                             0          (3,146,833)
                                          ------------         ------------
Total Liabilities and Partners'                                            
Equity                                     $ 8,476,461          $ 8,749,251
                                          ============         ============

SUMMARIZED STATEMENT OF OPERATIONS:
Rental income                              $ 5,412,569         $ 5,412,570
                                                                          
Depreciation expense                         1,557,578             207,654
Interest expense                               139,746             608,335
                                                97,895             132,280
                                          ------------        ------------
  Net Income                               $ 3,617,350         $ 4,464,301
                                          ============        ============
Other partners' share of Net               $ 3,066,412         $ 4,428,660
Income                                         550,938              35,641
Cypress' share of Net Income              ------------        ------------
                                           $ 3,617,350         $ 4,464,301
                                          ============        ============
                                                                          


NOTE 8 - NOTES PAYABLE

     Notes payable consist of the following:
                                              December 31,    December 31,
                                                  1997            1996
                                               -----------    ------------
Non-recourse notes payable secured by                                      
equipment with fixed interest rates of 5% to                               
16 5/8% and maturities from 1998 to 1999.       $ 1,754,742     $ 3,789,262

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.         3,113,556       3,182,618

Non-recourse note payable secured by                                       
equipment, original term of 36 months, no                                  
payments due until maturity with the                                       
accruing interest converted to additional                                  
principal, with fixed interest rate of                                     
10.23% and final maturity in 1997.                        0         926,900

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 1999.                                    
$310,016 is expected to be converted to                                    
principal.                                        1,539,278       1,747,528

Line of Credit secured by equipment with a                                 
floating rate of LIBOR + 3.5% with maturity                                
in 1998.  The line of credit was paid off in                               
1997.  (See Note 12-Commitments and                                        
Contingencies).                                           0       4,234,500
                                                                           
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%.                                 4,234,500               0
                                                                           
                                                                           
                                                                           
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%.                                3,600,000               0
                                                                           
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, 1997 was 9.53%.                      2,885,760       3,547,933

Non-revolving line of credit secured by                                    
equipment with a floating rate of "Prime                                   
Rate" + .75% with maturity in 2002.                 649,103               0
                                                                           
Non-recourse note payable secured by                                       
residual proceeds after lease termination in                               
2002 with fixed interest rate of 7%               1,307,966       1,200,000
                                                -----------     -----------
TOTAL                                           $19,084,905     $18,628,741
                                                ===========     ===========

The aggregate amounts of principal payments due in the years after December
31, 1997 are :  1998 - $8,552,038; 1999 - $7,537,955; 2000 - $1,458,347:
2001 - $140,177; 2002 - $88,396 and 2003 and thereafter - $1,307,966.


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:
                                     1997          1996           1995
                                     ----          ----           ----
Net income per financial                                                   
statements                         $ 1,479,260   $ 4,472,073    $ 1,550,265
                                                                           
Tax gain in excess of (less                                                
than) financial gain on sale of                                            
equipment                              (3,774)      (71,918)        942,777
                                                                           
Additional tax depreciation          (960,164)   (1,286,344)    (1,209,615)
                                                                           
Financial write down of equip-                                             
ment greater than tax write                  0             0        750,000
down                                                                       
                                                                           
Adjustment to Direct Financing                                             
Lease from tax to financial             42,541             0              0
statements                                                                 
                                       (6,496)             0              0
Other Adjustments                                                          
                                                                           
Additional taxable losses from       (830,585)     (434,304)              0
Investment in Partnerships        ------------  ------------   ------------
                                                                           
Partnership income (loss) for     $  (279,218)   $ 2,679,507    $ 2,033,427
tax purposes                      ============  ============   ============
                                                                          


NOTE 10 - MAJOR LESSEE INFORMATION

      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.  Four leases accounted for $1,087,087, $1,078,034, $1,077,773 and
$806,051 of rental income for the year ended December 31, 1995.


NOTE 11 - OTHER EVENTS

     On  December  31,  1997,  the Fund was notified  that  its  Metro  III
commuter  aircraft on lease to Aerosur, S.A. experienced a casualty  event.
The  aircraft is currently being inspected to determine the extent  of  its
damage.   In the event the aircraft is declared a total loss, the  Fund  is
expected  to receive insurance proceeds in an amount sufficient to  protect
its investment and targeted return on its investment.


NOTE 12 - 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 13 - SUBSEQUENT EVENTS

     On January 31, 1998, the Partnership paid distributions of $911,725 to
the Limited Partners and $9,208 to the General Partners.

     On April 30, 1998, the Partnership paid distributions of $911,725 to
Limited Partners and $9,208 to the General Partners.
     

Item 9.   Disagreements on Accounting and Financial Disclosures

None.
<PAGE>
                                 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, 1997.  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, 1997.

     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, 1997, 1996, and 1995.
<PAGE>
                                  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.

<PAGE>
                                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:  July 13, 1998                By:  /s/J. Davenport Mosby, III
                                        -----------------------------------
                                        J. Davenport Mosby, III
                                        President




Date:  July 13, 1998                 By:  /s/John M. McDonald
                                         ---------------------------------
                                         John M. McDonald
                                         Vice President




Date:  July 13, 1998                 By:  /s/Christa Kleinrichert
                                         ---------------------------------
                                         Christa Kleinrichert
                                         Secretary and Treasurer



<PAGE>

                                SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.


                                   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

<PAGE>