SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC. 20549

FORM 10

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

For the fiscal year ended
December
31,
2000

Commission file number
0

CYPRESS
EQUIPMENT FUND II,
LTD.

Florida                              
      59

880 Carillon Parkway, St. Petersburg, Florida
          33716     (Address
of principal executive offices)
               (Zip
Code)

Registrant's telephone number, including area code (727)
573

Title of Each ClassUnits 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

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,
2000----------------------                         --------------------Units
of Limited
Partnership                           36,469Interest:   $1,000
per
unit                     DOCUMENTS
INCORPORATED BY
REFERENCE                     -----------------------------------            
  Parts
III and IV

---

PART
I

Item 1.     BUSINESS

General Development of Business

The Registrant is a Florida
limited partnership (the

Financial Information about Industry Segments

The Registrant is engaged in only
one industry segment, to acquire transportation, manufacturing, industrial and
other capital equipment (the

Narrative Description of Business

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, 2000, the original cost of
Equipment owned by the Partnership was $680,825. Equipment and related
information consist of the following:

|EQUIPMENT                                               | LEASEMATURITIESAT 12/31/00                               | ACQUISITIONCOST                                                          | FUTURE REVENUE OF REMAINING LEASE TERM
      AT   12/31/00           
|------------------------------------------------------- | -------------------------------------------------------- | ------------------------------------------------------------------------ | ---------------------------------------------------------------------
|----------------
      Machine Tools
      
      TOTAL | -------------
      September 2001-
      September 2004 | ------------
      
      680,825------------$
      680,825============ | -----------
      
      282,007-----------$
      282,007===========

The lessees and the percentages of total equipment owned
are as follows:
                                          
      %
of
All                                         
       Equipment                                          
        Owned                                          
        -----                  Alliant Techsystems,
Inc.        100%                                
                  -----                                          
         100%                                          
        =====

The Partnership paid $3,118,969
for the right to obtain title to a specialty tug and barge on December 30, 2002,
at the expiration of the lease.

The Partnership is also a 50%
partner in one other partnership with a current net investment of $278,317.

Item 3.     LEGAL PROCEEDINGS

As of December 31, 2000 there are
no legal proceedings pending.

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 2000.

---

PART
II

Item 5.   MARKET FOR THE REGISTRANT

(a)    The Registrant

(b)    Approximate number of equity
security holders:

Number
of Record HoldersTitle of Each
Class                            as
of December 31, 2000

Units of Limited Partnership
Interest                    2,231General
Partner
Interests                                   3

Item 6.   SELECTED FINANCIAL DATA

|                                                                                                  | 2000        | 1999        | 1998        | 1997        | 1996       
|------------------------------------------------------------------------------------------------- | ----------- | ----------- | ----------- | ----------- | -----------
|Total Revenues                                                                                    | $ 1,016,493 | $ 6,823,242 | $ 8,736,573 | $ 6,606,199 | $10,605,555
|Net Income(Loss)                                                                                  | $ (378,833) | $11,551,809 | $ 4,560,365 | $ 1,479,260 | $ 4,472,073
|Total Assets                                                                                      | $ 5,774,872 | $14,553,255 | $33,822,260 | $47,348,906 | $49,121,339
|Notes Payable                                                                                     | $ 1,607,824 | $ 1,500,921 | $ 6,497,730 | $19,084,905 | $18,628,741
|Distributions to Limited Partners Per Weighted Average Limited
      Partnership Unit Outstanding | $    167.67 | $    750.98 | $    150.00 | $    100.00 | $   100.00 
|Earnings (Loss)Per Weighted Average Limited Partnership Unit
      Outstanding                    | $   (10.28) | $    313.59 | $    123.80 | $    40.16  | $   121.40 

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

---

Item 7.   MANAGEMENT

Results of Operations

The Partnership is beginning to
wind down its operations. The Partnership has sold significant assets, as
discussed below. The remaining assets include: two sets of machine tools on
lease to third parties; a 50% interest in a partnership which leases and sells
intermodal marine containers and chassis; and a deposit for the right to obtain
title to a specialty tug and barge on December 31, 2002, at the expiration of
the lease.

As a result of the sales of
rental equipment, rental income decreased from $3,066,577 for the year ended
December 31, 1999, to $485,966 for the year ended December 31, 2000. The 1999
sale of one of the investments in partnership resulted in a decrease in the
equity in income of partnerships from $662,349 for the year ended December 31,
1999, to $102,486 for the year ended December 31, 2000. Interest income also
decreased during the year ended December 31, 2000 as compared to the prior year
because of lower average balances of cash for investment.

Interest expense decreased from
$225,651 for the year ended December 31, 1999, to $106,903 for the year ended
December 31, 2000. This decrease primarily resulted from a decreased average
level of debt during the period. Depreciation expense decreased for year ended
December 31, 2000 versus the same period in 1999 because the Partnership had a
lower depreciable basis of equipment as a result of sales of rental equipment
during the last twelve months. Management fee expense decreased from $65,351 for
the year ended December 31, 1999, to $59,893 for the year ended December 31,
2000 due mainly to decreased rental revenues. General and Administrative
expenses decreased from $872,992 for the year ended December 31, 1999, to
$202,831 for the year ended December 31, 2000. This decrease is due primarily to
the fact that we no longer have repairs, maintenance, and insurance on the
aircraft we previously owned. This represented an approximate decrease of
$618,000. The Partnership also had a approximate decrease in state fees and
taxes of $89,000. This decrease was offset by an increase in legal, professional
and other fees of approximately $37,000 for the year ended December 31, 2000 as
compared to the year ended December 31, 1999.

The 4% incentive management fee
was earned with the August 10, 1999, distribution as each Limited Partner has
received cumulative cash distributions equal to his capital contribution. The
19% incentive management fee was earned in total with the April 2000
distribution as all Limited Partners began receiving cumulative cash
distributions equal to payout plus an amount equal to 8% of adjusted capital
contributions per annum cumulative from each limited partner

During the year ended December
31, 2000, rental equipment with a book value of $4,270,386 was sold for
$4,973,406 less expenses of sale of $277,177, resulting in a gain on sale of
$425,843.

During the year ended December
31, 2000, Equipment Held For Sale with a book value of $2,932,078 was sold for
$3,364,691 less $454,869 for sales related expenses resulting in a net loss on
sale of $22,256.

During the year ended December
31, 2000, the Partnership had other income of $50,000 in the form of a
settlement from a direct financing lease that had been previously written
off.

During the year ended December
31, 1999, rental equipment with a book value of $4,896,557 was sold for
$3,319,276 resulting in a loss on sale of $1,577,281. During the same period,
the option that was to become available in January 2000 was exercised. In
February 1999 the lessee, General Chemical Partners, was granted an early lease
termination and the option was exercised. General Chemical (Soda Ash) Partners
purchased 624 rail cars producing a gain on sale of $1,845,048 for the
Partnership. Southern Illinois Railcar Company purchased the remaining 57 cars
on this option in December 1999 producing an additional gain on sale of $39,424.
These transactions netted the Partnership a $307,191 gain on the sale of rental
equipment.

During the year ended December
31, 1999, Equipment Held For Sale with a book value of $3,672,601 was sold for
$7,950,000 less $212,052 for sales related expenses resulting in a net gain on
sale of $4,065,348. During this period an option on railcars was exercised. This
purchase of $2,244,035 increased Equipment Held For Sale. An off lease aircraft
was transferred to Equipment Held For Sale at a book value of $688,043. This
Equipment Held For Sale was sold in 2000.

During the year ended December 31, 1999, the
Partnership sold its 40% interest in the Federal Paper Board for net proceeds of
$15,810,422, which resulted in a gain on sale of investment in partnership of
$9,302,438.

During the year ended December
31, 1999, the Partnership had a loss of $861,681 in writing off a direct
financing lease.

Depreciation and amortization
expense decreased $1,232,182 for the year ended December 31, 2000 versus the
year ended December 31, 1999, due to an average depreciable basis of equipment
of $16,115,000 during 1999 versus an average of $ 4,829,000 during 2000.

The net effect of the above
revenue and expense items resulted in a net loss of $378,833 for the year ended
December 31, 2000, compared to a net income of $11,551,809 for the year ended
December 31, 1999.

Notes payable increased $106,903
during the year ended December 31, 2000, due to deferred interest of
$106,903.

Liquidity and Capital Resources

The primary sources of funds for the
year ended December 31, 2000, were $641,658 from operating activities,
$4,696,228 from the net sale of rental equipment and $141,997 in distributions
from other partnerships. These sources were used primarily for $6,176,224 of
distributions. As of December 31, 2000, the Partnership had $1,982,548 of Cash
and Cash Equivalents.

In the opinion of the General
Partners there are no material trends, favorable or unfavorable, in the
Partnership

Short

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,
2000, was $1,982,548. The Partnership had a net loss of $378,833 and after
adjusting for depreciation and amortization and the changes in operating assets
and liabilities, net cash provided by operating activities was $641,658. Cash
provided by investing activities totaled $4,838,225. Cash used in financing
activities was primarily to make distributions of $6,176,224.

Actual cash distributions were $6,176,224 in
2000 and $27,664,114in 1999.

The Partnership anticipates that funds from
operations in 2001 will be adequate to cover all 2001 operating
contingencies.

---







INDEPENDENT AUDITOR

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, 2000 and
1999, and the related statements of operations, partners

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, 2000
and 1999, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2000, in conformity with generally
accepted accounting principles.

As discussed in Note 10, the
Partnership is winding down its operation.





SPENCE,
MARSTON, BUNCH, MORRIS &
CO.                                   Certified
Public Accountants

Clearwater, FloridaMarch 1, 2001

---

Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CYPRESS EQUIPMENT FUND II, LTD.BALANCE SHEETSDECEMBER
31,

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 2000----                                                                                                                                                                                                                                                                                                     | 1999----                                                                                                                                                                                                                                                                                                                                   
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ASSETSRental Equipment, at
      Cost  Less:  Accumulated Depreciation
      
      
      Rental Equipment Held for SaleDeposit on EquipmentInvestment In
      PartnershipsDeferred Debt Costs (Net of Accumulated Amortization of
      $3,000 and $2,000, Respectively)Rent and Sales Proceeds
      ReceivableAccounts ReceivablePrepaid ExpenseCash and Cash
      Equivalents
      Total Assets
      LIABILITIES AND PARTNERS' EQUITYLiabilities:Notes
      PayablePayable to:  General
      Partners             OthersUnearned
      Revenue
      Total Liabilities
      Partners' Equity:Limited Partners (36,469 unitsoutstanding at
      December 31, 2000and 1999)General Partners
      Total Partners' Equity
      Total Liabilities and Partners'
          Equity | $    680,825
      (291,787)-------------389,038
      0 3,118,969 278,317
      0 0 6,000 0 1,982,548------------$ 5,774,872 ============
      $ 1,607,824 50,107 83,381 508 ------------1,741,820 ------------
      
      4,311,651 (278,599)------------4,033,052 ------------$ 5,774,872 ============ | $  8,977,593
      (4,021,698)-------------4,955,895
      2,932,078 3,118,969 317,828
      1,000 524,848 0 22,248 2,680,389 ------------$14,553,255 ============
      $ 1,500,9212,012,014433,953 18,258 ------------3,965,146 ------------
      
      10,801,153 (213,044)------------10,588,109 ------------$14,553,255 ============

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

---

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

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 2000----                                                                                                                                                                                                                                                                                                                                                                                       | 1999----                                                                                                                                                                                                                                                                                                                                                                                                                   | 1998----                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Revenues:Rental IncomeInterest IncomeGain on Sale
      of Rental EquipmentGain (Loss) on Sale of Rental Equipment
      Held for SaleWrite Down of EquipmentRecovery on Write Down
      Total Revenues
      Operating Expenses:Management
      Fees-General PartnersIncentive Management Fee-
       General PartnerEquipment Resale Fee- General
      PartnerGeneral &
      Administrative:  Affiliate  OtherInterest
      ExpenseDepreciation and Amortization
      Total Operating Expenses
      Net Income (Loss) BeforeEquity in Income ofPartnerships
      Equity in PartnershipsGain on Sale of Investment
      in Partnership
      Net Income (Loss)
      Allocation of Net Income(Loss):  Limited
      Partners  General Partners
      
      Net Income (Loss) per $1,000Limited Partnership
      UnitOutstanding
      Number of Limited Partnership Units | $   485,966 76,940
      425,843
      (22,256)0 50,000 -----------1,016,493 -----------
      59,893
      638,690
      151,752
      38,771 202,831 106,903
      298,972 -----------1,497,812 -----------
      (481,319)
      102,486
      0 -----------$ (378,833)===========
      $ (375,045)(3,788)-----------$ (378,833)===========
      $   (10.28)===========36,469 =========== | $ 3,066,577 245,807
      307,191
      4,065,348 (861,681)0 -----------6,823,242 -----------
      65,351
      516,477
      1,970,078
      54,517 872,992 225,651
      1,531,154 -----------5,236,220 -----------
      1,587,022
      662,349
      9,302,438 -----------$11,551,809 ===========
      $11,436,291 115,518 -----------$11,551,809 ===========
      $   313.59 ===========
      36,469 =========== | $ 4,803,888 200,738
      3,092,697
      639,250 0 0 -----------8,736,573 -----------
      299,802
      0
      0
      57,804 1,058,425 1,424,978
      2,577,322 -----------5,418,331 -----------
      3,318,242
      1,242,123
      0 -----------$
      4,560,365 ===========
      $ 4,514,761 45,604 -----------$ 4,560,365 ===========
      $   123.80 ===========
      36,469 ===========

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

---

CYPRESS EQUIPMENT FUND II, LTD.STATEMENTS OF PARTNERS'
EQUITY (DEFICIT)FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND
1998

|                                                                                                                                                                                                                                                                                 | Limited Partners'Equity--------                                                                                                                                                                 | General Partners' Deficit--------                                                                                                                                   | Total Partners' Equity--------                                                                                                                                                                  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Balance at December 31, 1997
      Net Income-1998
      Distributions-1998
      Balance at December 31, 1998
      Net Income-1999
      Distributions-1999
      Balance at December 31, 1999
      Net Loss-2000
      Distributions-2000
      Balance at December 31, 2000 | $27,707,925
      4,514,761
      (5,470,350)-----------26,752,336
      11,436,291
      (27,387,474)-----------10,801,153
      (375,045)
      (6,114,457)-----------$ 4,311,651 =========== | $ (42,273)
      45,604
      (55,253)---------(51,922)
      115,518
      (276,640)---------(213,044)
      (3,788)
      (61,767)----------$ (278,599)========== | $27,665,652
      4,560,365
      (5,525,603)-----------26,700,414
      11,551,809
      (27,664,114)------------10,588,109
      (378,833)
      (6,176,224)-----------$ 4,033,052 ===========

The accompanying notes are an integral partof these
financial statements.

---

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

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 2000----                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 1999----                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 1998----                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cash Flows from Operating Activities: Net Income
      (Loss) Adjustments to  Reconcile
      Net Income (Loss) to Net Cash Provided by
      Operating Activities:  (Gain)Loss on Sale of
        Equipment  Depreciation and
         Amortization  Deferred Interest on
         Notes Payable  Write Down of
      Equipment  Equity in Income of
         Investment In
         Partnerships  (Gain) on Sale of
         Investment in
         Partnership  Changes in Operating
         Assets and
      Liabilities:   Decrease in Rental
          Equipment Held for
          Sale   (Increase) Decrease in
          Rent Receivable   (Increase)
      Decrease in     Accounts Receivable
          Other    (Increase) Decrease
      in    Prepaid
      Expenses   Increase (Decrease)
      in    Interest
      Payable   Increase (Decrease)
      in    Payable
      to:    General
      Partners    Other  Increase
      (Decrease) in   Unearned Revenue
      Net Cash Provided
      by     Operating Activities
      Cash Flows from InvestingActivities: Purchases of Rental
          Equipment (Purchase)Decrease of
        Direct Financing Lease Investment in
        Partnerships Distributions
      Received (Exercise) Sale of   Options Proceeds
      from Sale of   Equipment Sale Federal Paper
      Board Proceeds from Casualty of  OptionNet
      Cash Provided by (Used In) Investing Activities
      Cash Flows from FinancingActivities: Payment of Notes
      Payable (Increase) Decrease in   Deferred Debt
      Costs Distributions to Partners
      Net Cash Used In
         Financing Activities
      Decrease in Cash and CashEquivalents
      Cash and Cash Equivalents at Beginning of Period
      Cash and Cash Equivalents at End of Period | $ (378,833)
      
      
      (425,843)
      298,972
      106,903 0
      (102,486)
      0
      
      2,932,078
      524,848
      (6,000)
      22,248
      0
      (1,961,907)(350,572)
      (17,750)-----------
      641,658 -----------
      
      0
      0
      0 141,997
      0
      4,696,228 0
      0 -----------
      4,838,225 -----------
      0
      (1,500)(6,176,224)-----------
      (6,177,724)-----------
      (697,841)
      2,680,389 -----------
      $1,982,548 =========== | $11,551,809
      
      
      (307,191)
      1,531,154
      148,721 861,681
      (662,455)
      (9,302,438)
      
      3,672,601
      (8,663)
      5,508
      75,489
      (48,187)
      1,910,706 (17,658)
      (4,751)-----------
      9,406,326 -----------
      
      0
      0
      0 1,332,424
      (6,880,009)
      12,116,236 15,810,422
      5,733 -----------
      22,384,806 -----------
      (5,145,530)
      (3,550)(27,664,114)-----------
      (32,813,194)-----------
      (1,022,062)
      3,702,451 -----------
      $2,680,389 =========== | $ 4,560,365
      
      
      (3,092,697)
      2,577,322
      246,744 0
      (1,242,123)
      0
      
      432,472
      200,468
      6,492
      22,733
      (93,593)
      (86,635)182,986
      23,009 ------------
      3,737,543 ------------
      
      (345,456)
      26,369
      (20,682)3,744,439
      0
      10,430,101 0
      0 -----------
      13,834,771 -----------
      (12,833,920)
      9,548 (5,525,603)-----------
      (18,349,975)-----------
      (777,661)
      4,480,112 -----------
      $ 3,702,451 ===========
|Supplemental Cash Flow Information:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Interest Paid                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | $       0 ===========                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | $  125,117 ===========                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | $1,271,827 ===========                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

Non-Cash Activities:

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

Notes Payable in 1999 were increased by $148,721 the amount of
Deferred Interest on Notes Payable.

In 1999, an option was exercised decreasing Options and
increasing Equipment Held for Sale by $672,437.

In 1999, Leased Equipment with a cost of $1,812,694 and a net
book value of $688,043 was transferred to Equipment Held for Sale.

In 1999, the Investment in a Direct Financing Lease was written
down to $0.

Notes Payable in 2000 were increased by $106,903 the amount of
Deferred Interest on Notes Payable.

The accompanying notes are an integral partof these
financial statements.

---

Cypress Equipment Fund II, Ltd.

NOTES TO FINANCIAL
STATEMENTS    December 31, 2000

NOTE 1

Cypress Equipment Fund II, Ltd., (the

Cypress Equipment Management
Corporation II, a California corporation and a wholly

Cash distributions, subject to payment of the
equipment management fees and incentive management fees, and profits and losses
of the Partnership shall be allocated 99% to the Limited Partners and 1% to the
General Partners. Once each Limited Partner has received cumulative cash
distributions equal to his capital contributions, an incentive management fee
equaling 4% of cash available for distributions will be paid to the General
Partners. When each Limited Partner has received cumulative cash distributions
equal to his capital contributions plus an amount equal to 8% of adjusted
capital contributions per annum, an incentive management fee equaling 23% of
cash available for distributions will be paid to the General Partners.

As of December 31, 2000, the
Partnership has received Limited and General Partner capital contributions of
$36,469,000 and $2,000, respectively.

NOTE 2

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

Concentration of Credit Risk

Financial instruments that
potentially subject the Partnership to concentrations of credit risk consist
principally of cash investments. The cash investments are placed in high credit
quality financial institutions and in a money market mutual fund that is managed
by a wholly owned subsidiary of Raymond James Financial, Inc. The Partnership
receives rental income exclusively from lessees. Management does not believe
that significant credit risk exists in relation to these accounts at December
31, 2000.

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

Offering and Commission Costs

Offering and commission costs are
charged against 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,

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

Equipment Held for Sale

The Partnership

Income Taxes

Federal and state income tax
regulations provide that taxes on the income or loss of the Partnership are
reportable by the Partners in their individual income tax returns. Accordingly,
no provision for such taxes has been made.

Per Unit Computations

Per unit computations are based
on 36,469 of $1,000 limited partnership units outstanding for 2000, 1999, and
1998, respectively.

NOTE 3

General Partners

The General Partners have
contributed a total of $2,000 to the Partnership.

In accordance with the terms of the Limited
Partnership Agreement, the Administrative and Managing General Partners were
paid or had accrued acquisition fees of $0, $43,525, and $0 for services related
to locating and leasing equipment (2.85% of the purchase price); equipment
management fees of $59,893, $65,351, and $299,802, (5% of gross rentals from
rental equipment subject to operating leases, 2% of gross rentals from rental
equipment subject to full payout leases, or 1% of gross rentals from rental
equipment subject to operating leases for which the Administrative and Managing
General Partners arrange for and actively supervise the performance of
services); incentive management fees of $638,690, $516,477, $0; resale fees of
$151,752, $1,970,078, $0 in 2000, 1999, and 1998, 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 $61,767, $276,640, and $55,253 for 2000, 1999, and 1998,
respectively.

Affiliates of the General Partner

The following amounts were paid or accrued to
affiliates of the General Partners: $38,771 in 2000, $54,517 in 1999, and
$57,804 in 1998 for reimbursement of general and administrative expenses on an
accountable basis.

NOTE 4

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, 2000, are as follows:

Year
Ending                    December
31,                       Amount                 
   ------------                    ------------                       2001                  
       $    100,507                       2002                  
             66,000                       2003                  
             66,000                       2004                  
             49,500                       2005                  
                  0                       Thereafter                 
             0                                          
          ------------                                          
          $    282,007                                          
          ============
NOTE 5

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 6

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 1999 the Partnership sold
its 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 following is a summary of the Investment in
Partnerships:

|                                                                                                                | December 31,
      2000   -------------                                                          | December 31,
       1999  ------------                                                          
|--------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------
|Investment in Cypress AccessContainer                                                                           | $  1,481,879                                                                                     | $  1,481,879                                                                                    
|Acquisition Expense                                                                                             | 48,506                                                                                           | 48,506                                                                                          
|Cumulative DistributionsCumulative Equity in Income
      Net Investment
      Total Investment in Partnerships | (1,916,588)
      664,520 ------------$    278,317 ============
      $    278,317 ============= | (1,774,591)
      562,034 ------------$    317,828 ============
      $    317,828 =============

---

|CYPRESS ACCESS CONTAINER
      PARTNERS------------------------                                                                                                                                                                    | DECEMBER
    31, 2000 ------------                                                    | DECEMBER 31,1999 -----------                                                                
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------
|SUMMARIZED BALANCE
      SHEET:ASSETS:  Cash  Rent
      Receivable  Other receivable  Containers, net
      of 
         accumulated depreciation  Organization
      costs, net of   accumulated amortization
      Total Assets | $     20,207 55,322 56,404
      329,345
      0 ------------$   461,278 ============ | $      3,131 68,926 106,090
      614,696
      16,430 ------------$    809,273 ============
|LIABILITIES AND PARTNERS'EQUITY:  Accrued
      Expenses  Note Payable  Partner's Equity -Access  Partner's Equity -Cypress   Total Liabilities
      and    Partners' Equity                                                      | $         0 0 230,639 230,639 ------------
      $   461,278 ============             | $      2,948 266,025 270,150 270,150 ------------
      $   809,273 ============            

SUMMARIZED STATEMENT OF OPERATIONS:

|Rental IncomeGain on Sale of ContainersInterest Income
      Total Income
      Expenses:  General &
      Administrative  Interest Expense  Depreciation
      & Amortization
      Total Expenses | $   249,307 114,391 233 ------------363,931 ------------
      5,780 8,241 144,938 ------------158,959 ------------ | $   370,557 256,230 211 -------------626,998 -------------
      4,583 48,284 222,657 ------------275,524 ------------
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------
|Net Income
      Other Partner's Share of Net  IncomeCypress'Share of
      Net Income                                                                                                              | $   204,972 ============
      $   102,486 102,486 -----------$   204,972 ============                              | $   351,474 ============
      $   175,737 175,737 -----------$   351,474 ============                                

NOTE 7

Notes payable consist of the following:

|                                                                                                                                                                   | December 31,2000----------- | December 31,1999-----------
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------- | ---------------------------
|Non-recourse note payable secured by residual proceeds after lease
      termination in 2002 with fixed interest rate of 7%. Interest is added to
      principal. | $ 1,607,824 -----------     | $ 1,500,921 -----------    
|TOTAL                                                                                                                                                              | $ 1,607,824 ===========     | $ 1,500,921===========     

The aggregate amounts of principal payments due in the years after December
31, 2000 are : 2001

NOTE 8

The Partnership

|                                                                                                                                                                                                                                                                                                                                                                                                    | 2000----                                                                                                                                    | 1999----                                                                                                                                                | 1998----                                                                                                                                             
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|Net income (loss) per financial statements
      Tax gain in excess of (lessthan) financial gain on sale
      of equipment
      (Additional) less taxdepreciation
      Adjustment to Direct Financing Lease from tax to
      financial statements
      Other Adjustments
      Additional taxable gains(losses) from Investment inPartnerships
      Partnership income (loss) fortax purposes | $  (378,833)
      
      1,939,535
      (27,484)
      
      (50,000)
      0
      
      0 ------------
      $ 1,483,218 ============ | $11,551,809
      
      1,850,896
      36,803
      
      861,681
      (106,514)
      
      1,625,173 ------------
      $15,819,848 ============ | $ 4,560,365
      
      1,338,921
      (672,679)
      
      245,901
      6,864
      
      (360,349)------------
      $ 5,119,023 ============

NOTE 9

Three leases accounted for
$300,000, $131,966, and $54,000 of the rental income for the year ended December
31, 2000. Four leases accounted for $1,485,940, $507,870, $349,563 and $287,500
of rental income for the year ended December 31, 1999. Four leases accounted for
$1,879,121, $940,749, $634,395 and $609,444 for the year ended December 31,
1998.

NOTE 10

The Partnership is beginning to wind down its
operations. Dissolution will occur after the Partnership

NOTE 11

Year 2000     Quarter
1        Quarter
2       Quarter
3       Quarter
4             3/31/2000        6/30/2000       9/30/2000       12/31/2000
TotalRevenues     
$ 697,528       $   79,467    
 $ (288,696)     $ 528,194

Net Income(Loss)       
$  58,620       $ (350,253)    
$ (514,440)     $ 427,240

DistributionsTo LimitedPartners PerWeightedAverageLimitedPartnershipUnitOutstanding   $  127.94      
 $   24.32       $   7.70      
 $   7.70

Earnings(Loss) PerWeightedAverageLimitedPartnershipUnitOutstanding    $   1.59      
 $   (9.51)      $ (13.97)      
$  11.60

---

Year 1999      Quarter
1      Quarter 2      Quarter
3      Quarter
4              
3/31/1999      6/30/1999      9/30/1999     
12/31/1999TotalRevenues       $3,115,953     $5,018,424     $1,031,468   
$(2,342,603)

Net Income(Loss)         $2,533,193     $4,597,134     $9,076,885  
 $(4,655,403)

DistributionsTo LimitedPartners PerWeightedAverageLimitedPartnershipUnit
Outstanding    $   25.00      $   100.00    
 $  606.78     $   19.20

Earnings(Loss) PerWeightedAverageLimitedPartnershipUnitOutstanding    $   68.77      $   124.80     
$  246.40     $ (126.38)

NOTE 12

On January 31, 2001, the Partnership paid
distributions of $1,263,651 to the Limited Partners and $394,031 to the General
Partners.

---

PART
III

Item 10.     Directors and Executive Officers of the
Registrant

The Partnership has no directors or officers.
The Partnership

Information regarding the
officers and directors of the General Partner is listed within the section
captioned

Item 11.     Executive Compensation

The Partnership has no directors
or officers. See Item 13 for compensation to the General Partners and
affiliates.

Item 12.     Security Ownership of Certain
Beneficial Owners and Management

The General Partners of Cypress Equipment Fund
II, Ltd., as purchasers of Partnership units, own 0 units of the outstanding
securities of the Partnership as of December 31, 2000. Directors and officers of
the General Partners of Cypress Equipment Fund II, Ltd. own 0 units of the
outstanding securities of the Partnership as of December 31, 2000.

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

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

---

PART IV

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

a.   (1)   Financial
Statements

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

**      Included with
Form 8-K, as
amended,            previously
filed with the Securities and Exchange
            Commission.

***      Exhibits were
omitted as not required,
not            applicable,
or the information required
to            be
shown therein is included elsewhere
in            this
report.

b.          Reports filed
on Form 8-K -
None.

c.          Exhibits filed
with this report - None.

---





SIGNATURES

Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

Cypress
Equipment Fund II, Ltd.



Date: April 30,
2001                By:  /s/J.
Davenport Mosby,
III                                         
----------------------------                                    J.
Davenport Mosby,
III                                    President   
                                 RJ
Leasing - 2,
Inc.                                    A
General Partner



Date: April 30,
2001                By:  /s/Stephen
R.
Harwood                                        
 ----------------------------                                    Stephen
R.
Harwood                                    President  
                                  Cypress
Equipment Management Corp.II



Date: April 30,
2001                By:  /s/Alex
A.
Najjar                                        
 ----------------------------                                    Alex
A.
Najjar                                    Executive
Vice
President                                    Cypress
Equipment Management Corp.II

---



SIGNATURES

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

Cypress
Equipment Fund II, Ltd.

ATTEST:

By: /s/ Stephen R.
Harwood               By:/s/J.
Davenport Mosby, IIIStephen R.
Harwood                       J
Davenport Mosby,
IIIPresident                                PresidentCypress
Equipment Management Corp. II    RJ Leasing