UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ___________________

                                    FORM 10-K

     [X]       ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)  OF  THE
               SECURITIES  EXCHANGE  ACT  OF  1934
               FOR  THE  FISCAL  YEAR  ENDED  DECEMBER  31,  2002.

     [  ]      TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(D) OF THE
               SECURITIES  EXCHANGE  ACT  OF  1934
               FOR  THE  TRANSITION  PERIOD  FROM              TO

                         COMMISSION FILE NUMBER 1-10553
                             _______________________

                          PLM EQUIPMENT GROWTH FUND II
             (Exact name of registrant as specified in its charter)

                       CALIFORNIA                        94-3041013
            (State or other jurisdiction of          (I.R.S. Employer
             incorporation or organization)           Identification No.)

               235 3RD STREET SOUTH, SUITE 200
                    ST. PETERSBURG, FL                        33701
          (Address of principal executive offices)          (Zip code)

        Registrant's telephone number, including area code (727) 803-1800
                             _______________________

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.  Yes    X  No  ______
                                             ----

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K ( 229.405 of this chapter) 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]

Aggregate  market  value  of  voting  stock:  N/A

Indicate  the  number  of  units  outstanding of each of the issuer's classes of
depositary  units,  as  of  the  latest  practicable  date:

Class                             Outstanding  at  March  26,  2003
-----                             ---------------------------------
Limited  partnership  depositary  units:     7,381,265
General  Partnership  units:                     1

An  index  of  exhibits  filed  with  this  Form  10-K  is  located  at  page 40
Total  number  of  pages  in  this  report:  49

<PAGE>
                                     PART I

ITEM  1.     BUSINESS
             --------

(A)     Background

On  April  2, 1987, PLM Financial Services, Inc. (FSI or the General Partner), a
wholly-owned  subsidiary of PLM International, Inc. (PLM International or PLMI),
filed  a  Registration  Statement  on  Form S-1 with the Securities and Exchange
Commission  with  respect  to  a proposed offering of 7,500,000 depositary units
(the  units)  in  PLM Equipment Growth Fund II, a California limited partnership
(the  Partnership, the Registrant, or EGF II). The Partnership's offering became
effective  on  June 5, 1987.  FSI, as General Partner, owns a 5% interest in the
Partnership.  The  Partnership  engages  in  the  business  of  investing  in  a
diversified  equipment  portfolio  consisting  primarily  of  used,  long-lived,
low-obsolescence  capital  equipment  that  is easily transportable by and among
prospective  users.

The  Partnership's  primary  objectives  are:

     (1)     to  maintain  a  diversified  portfolio  of  long-lived,
low-obsolescence, high residual-value equipment which was purchased with the net
proceeds  of  the  initial partnership offering, supplemented by debt financing,
and  surplus  operating  cash  during  the  investment phase of the Partnership;

     (2)     to  generate  sufficient  net  operating  cash  flow  from  lease
operations  to meet liquidity requirements and to generate cash distributions to
the  limited  partners  until  such  time  as  the General Partner commences the
orderly  liquidation  of  the  Partnership  assets or, unless the Partnership is
terminated  earlier,  upon  sale of all Partnership property or by certain other
events;

     (3)     to  selectively  sell  equipment  when the General Partner believes
that,  due  to  market  conditions,  market prices for equipment exceed inherent
equipment  values or that expected future benefits from continued ownership of a
particular  asset  will  have  an  adverse  effect  on  the Partnership.  As the
Partnership  is  in  the  liquidation phase, proceeds from these sales, together
with  excess  net  operating cash flow from operations, less reasonable reserves
are  used  to  pay  distributions  to  the  partners;

     (4)     to  preserve and protect the value of the portfolio through quality
management,  maintaining  the  portfolio's  diversity  and constantly monitoring
equipment  markets;

The  offering  of  the  Units  of the Partnership closed on March 18, 1988.  The
General  Partner  contributed  $100  for  its 5% general partner interest in the
Partnership.  On  November  20, 1990, the units of the Partnership began trading
on  the  American  Stock  Exchange (AMEX).  Thereupon each unitholder received a
depositary  receipt  representing ownership of the number of units owned by such
unitholder.  The  General Partner delisted the Partnership's units from the AMEX
on  April  8,  1996.  The  last  day for trading on the AMEX was March 22, 1996.

As  of  December  31,  2002,  there were 7,381,265 depositary units outstanding.

     On  January  1,  1999, the Partnership entered its liquidation phase and in
accordance  with  the  limited  partnership  agreement,  the General Partner has
commenced  an  orderly liquidation of the Partnership's assets.  The liquidation
phase  will  end  on  December  31,  2006,  unless the Partnership is terminated
earlier  upon  sale  of  all  of  the  equipment  or  by  certain  other events.


<PAGE>
Table  1,  below,  lists  the  equipment  and  the  cost  of  equipment  in  the
Partnership's  portfolio,  as  of  December  31, 2002 (in thousands of dollars):

                                     TABLE 1
                                     -------
<TABLE>
<CAPTION>


Units          Type                           Manufacturer       Cost
-------------------------------------------------------------------
<S>            <C>                           <C>                <C>

Owned equipment held for operating leases:

612. .  . . .  Intermodal trailers            Various         $ 9,404
118. . .. . .  Mill gondola railcars          Various           3,340
111. . .  . .  Pressurized tank railcars      Various           3,131
26 . . . .  .  Covered hopper railcars        ACF Industries      408
10 . .  . . .  Nonpressurized tank railcars   Various             218

        Total owned equipment held for operating lease        $16,501 (1)

</TABLE>


Lease  revenues  for dry piggyback trailers are based on a per-diem lease in the
free running interchange with the railroads. Railcars are leased under operating
leases  with  terms  of  six  months  to  six  years.

 (B)     Management  of  Partnership  Equipment

The  Partnership  has  entered  into  an equipment management agreement with PLM
Investment  Management,  Inc.  (IMI),  a wholly owned subsidiary of FSI, for the
management  of  the  Partnership's  equipment.  The  Partnership's  management
agreement  with  IMI is to co-terminate with the dissolution of the Partnership,
unless  the  limited partners vote to terminate the agreement prior to that date
or  at  the  discretion  of  the General Partner.  IMI has agreed to perform all
services  necessary  to manage the equipment on behalf of the Partnership and to
perform  or  contract for the performance of all obligations of the lessor under
the Partnership's leases.  In consideration for its services and pursuant to the
partnership  agreement, IMI is entitled to a monthly management fee (see Notes 1
and  2  to  the  financial  statements).

(C)     Competition

(1)     Operating  Leases  versus  Full  Payout  Leases

The equipment owned by the Partnership is leased out on an operating lease basis
wherein  the  rents  received during the initial noncancelable term of the lease
are  insufficient  to recover the Partnership's purchase price of the equipment.
The  short-  to  mid-term nature of operating leases generally commands a higher
rental  rate  than  longer-term,  full payout leases and offers lessees relative
flexibility  in their equipment commitment.   In addition, the rental obligation
under  an operating lease need not be capitalized on the lessee's balance sheet.

The  Partnership  encounters  considerable competition from lessors that utilize
full  payout  leases  on new equipment, i.e. leases that have terms equal to the
expected  economic  life  of  the  equipment.  While  some  lessees  prefer  the
flexibility  offered by a shorter-term operating lease, other lessees prefer the
rate  advantages  possible with a full payout lease.  Competitors may write full
payout  leases  at  considerably  lower  rates  and  for  longer  terms than the
Partnership offers, or larger competitors with a lower cost of capital may offer
operating  leases at lower rates, which may put the Partnership at a competitive
disadvantage.


1 Includes equipment purchased with the proceeds from capital contributions,
undistributed cash flow from operations, and Partnership borrowings. Includes
costs capitalized subsequent to the date of acquisition and equipment
acquisition fees paid to PLM Transportation Equipment Corporation (TEC), a
wholly ownedsubsidiary of FSI. All equipment was used equipment at the time of
purchase.

<PAGE>
(2)     Manufacturers  and  Equipment  Lessors

The Partnership competes with equipment manufacturers who offer operating leases
and  full  payout leases.  Manufacturers may provide ancillary services that the
Partnership  cannot  offer,  such as specialized maintenance services (including
possible  substitution  of equipment), training, warranty services, and trade-in
privileges.

The  Partnership  also  competes  with  many  equipment  lessors,  including ACF
Industries,  Inc.  (Shippers  Car Line Division), GATX, General Electric Railcar
Services Corporation, and other investment programs that lease the same types of
equipment.

(D)     Demand

The  Partnership  currently  operates in two operating segments: railcar leasing
and  trailer  leasing.  Each  equipment-leasing segment engages in short-term to
mid-term  operating leases to a variety of customers.  The Partnership equipment
is  used  to  transport  materials  and  commodities  rather  than  people.

The  following section describes the international and national markets in which
the  Partnership's  capital  equipment  operates:

(1)  Intermodal  Trailers

Intermodal  trailers  are  used  to  transport a variety of dry goods by rail on
flatcars,  usually  for distances of over 400 miles.  Over the past seven years,
intermodal  trailers  have  continued  to  be  rapidly  displaced  by  domestic
containers  as  the  preferred  method  of  transport  for  such  goods.  This
displacement  occurs  because  railroads offer approximately 20% lower wholesale
freight  rates  on  domestic containers compared to intermodal trailers.  During
2002,  demand  for  intermodal  trailers  was  much more depressed than historic
norms.  Unusually  low  demand occurred over the first half of the year due to a
rapidly  slowing  economy  and  low  rail  freight  rates  for  53-foot domestic
containers.  Due  to  the  decline  in demand, shipments for the year within the
intermodal  pool trailer market declined approximately 10% compared to the prior
year.  Average  utilization  of  the  entire  US  intermodal  trailer pool fleet
declined  from 77% in 1999 to 75% in 2000 to 63% in 2001 and further declined to
a  record  low  of  50%  in  2002.

The  General  Partner  continued  its  aggressive  marketing program in a bid to
attract new customers for the Partnership's intermodal trailers during 2002. The
largest  Partnership  trailer  customer, Consolidated Freightways, abruptly shut
down  their  operations and declared bankruptcy during 2002.  This situation was
largely  offset  by  extensive  efforts  with  other carriers to increase market
share.  Even  with  these  efforts,  average  utilization  of  the Partnership's
intermodal  trailers  for  the  year 2002 dropped 12% from 2001 to approximately
61%,  still  11%  above  the  national  average.

The  trend  towards  using domestic containers instead of intermodal trailers is
expected to accelerate in the future.  Due to the anticipated continued weakness
in  the  overall economy intermodal trailer shipments are forecast to decline by
10%  to  15%  in  2003,  compared  to  2002.  As  such, the nationwide supply of
intermodal  trailers  is  expected to have approximately 27,000 units in surplus
for  2003.  The maintenance costs have increased approximately 12% from 2001 due
to  improper  repair  methods  performed by the railroads' vendors and billed to
owners.

The  General  will  continue  to  seek to expand its customer base and undertake
significant  efforts to reduce cartage and maintenance costs, such as minimizing
trailer  downtime  at  repair  shops  and  terminals.

(2)     Railcars

(a)     Mill  Gondola  Railcars

Mill  gondola railcars are typically used to transport scrap steel for recycling
from steel processors to small steel mills called minimills. Demand for steel is
cyclical  and  moves  in  tandem  with  the growth or contraction of the overall
economy.  Within  the  United  States,  carloadings for the commodity group that
includes  scrap  steel  decreased  over  12% in 2001, and while there has been a
small  recovery  this  last year, it has not been sufficient to buoy car demand.
These  cars  remain  in  storage.


(b)     Pressurized  Tank  Railcars

Pressurized  tank  railcars  are used to transport liquefied petroleum gas (LPG)
and  anhydrous  ammonia (fertilizer). The North American markets for LPG include
industrial  applications,  residential  use,  electrical  generation, commercial
applications,  and transportation.  LPG consumption is expected to grow over the
next few years as most new electricity generation capacity is expected to be gas
fired.  Within  any  given  year,  consumption is particularly influenced by the
severity  of  winter  temperatures.

Within  the  fertilizer  industry,  demand  is  a  function  of several factors,
including the level of grain prices, status of government farm subsidy programs,
amount  of  farming  acreage and mix of crops planted, weather patterns, farming
practices, and the value of the US dollar.  Population growth and dietary trends
also  play  an  indirect  role.

On  an  industry-wide  basis,  North American carloadings of the commodity group
that  includes  petroleum  and  chemicals  decreased  over 2% in 2002 after a 5%
decline  in  2001.  Even with this further decrease in industry-wide demand, the
utilization  of  pressurized tank railcars across the Partnership was in the 85%
range  during  the  year.  The availability of cars to lease was affected by the
advancing age of this fleet and related corrosion issues on foam insulated cars.

(c)     Covered  Hopper  (Grain)  Railcars

Demand  for  covered hopper railcars, which are specifically designed to service
the  grain  industry,  continued to experience weakness during 2002; carloadings
were down 3% when compared to 2001 volumes.  There has been a consistent pattern
of  decline  in  the  number  of  carloadings  over  the  last  several  years.

The US agribusiness industry serves a domestic market that is relatively mature,
the  future  growth  of  which  is  expected  to be consistent but modest.  Most
domestic  grain  rail  traffic  moves  to food processors, poultry breeders, and
feedlots.  The  more  volatile export business, which accounts for approximately
30%  of total grain shipments, serves emerging and developing nations.  In these
countries, demand for protein-rich foods is growing more rapidly than in the US,
due  to  higher  population  growth,  a rapid industrialization pace, and rising
disposable  income.

Other factors contributing to the softness in demand for covered hopper railcars
are  the  large  number  of  new  railcars  built in the late 1990s and the more
efficient  utilization  of covered hoppers by the railroads.  As in prior years,
any  covered hopper railcars that were leased were done so at considerably lower
rental  rates.

Many  of  the  Partnership's cars are smaller and thus less desirable than those
currently  being  built.  Because  of  this factor, the lack of any prospect for
improvement  in  car  demand,  and  the large number of idle cars throughout the
industry,  the  Partnership  has  sold  a  number  of  these cars.  As a result,
utilization  rose  to  70%  at  the  end  of  2002.

(d)     General  Purpose  (Nonpressurized)  Tank  Railcars

General  purpose tank railcars are used to transport bulk liquid commodities and
chemicals  not  requiring  pressurization,  such  as certain petroleum products,
liquefied  asphalt,  lubricating  oils,  molten sulfur, vegetable oils, and corn
syrup.  The  overall  health  of  the  market  for these types of commodities is
closely  tied  to both the US and global economies, as reflected in movements in
the Gross Domestic Product, personal consumption expenditures, retail sales, and
currency  exchange rates. The manufacturing, automobile, and housing sectors are
the  largest  consumers  of chemicals. Within North America, 2002 carloadings of
the  commodity  group  that  includes  chemicals and petroleum products reversed
previous  declines  and  rose 4% after a fall of 5% during 2001.  Utilization of
the  Partnership's  nonpressurized  tank railcars has been increasing reflecting
this  market  condition  and  presently  stands  at  about  75%.

(E)     Government  Regulations

The  use,  maintenance,  and  ownership  of  equipment are regulated by federal,
state,  local,  or  foreign  government authorities. Such regulations may impose
restrictions  and financial burdens on the Partnership's ownership and operation
of  equipment.  Changes  in  government  regulations,  industry  standards,  or
deregulation  may  also  affect  the  ownership,  operation,  and  resale of the
equipment.  Substantial  portions  of  the Partnership's equipment portfolio are
either registered or operated internationally.  Such equipment may be subject to
adverse  political,  government,  or  legal  actions,  including  the  risk  of
expropriation  or  loss  arising from hostilities.  Certain of the Partnership's
equipment  is  subject  to extensive safety and operating regulations, which may
require its removal from service or extensive modifications of such equipment to
meet  these  regulations,  at  considerable  cost  to  the  Partnership.  Such
regulations  include  but  are  not  limited  to:

The  U.S.  Department  of  Transportation's  Hazardous  Materials  Regulations
regulates  the  classification and packaging requirements of hazardous materials
which  apply  particularly  to  the  Partnership's  tank  railcars.  The Federal
Railroad  Administration  has  mandated  that  effective  July  1, 2000 all tank
railcars  must be re-qualified every ten years from the last test date stenciled
on  each  railcar  to  insure  tank shell integrity.  Tank shell thickness, weld
seams  and  weld  attachments  must  be  inspected  and repaired if necessary to
re-qualify the tank railcar for service.  The average cost of this inspection is
$3,600  for  jacketed  tank  railcars and $1,800 for non-jacketed tank railcars.
This does not include any necessary repairs.  This inspection is to be performed
at the next scheduled tank test and every ten years thereafter.  The Partnership
currently  owns  109  jacketed  tank railcars and 10 non-jacketed tank railcars.
There  are  7  jacketed tank railcars and 5 non-jacketed tank railcars that will
need  re-qualification  in  2003  or  2004.

During  the  fourth  quarter  of 2002, the Partnership recalled three owned tank
railcars  to  due a general recall for a manufacturing defect allowing extensive
corrosion  of  the railcars' internal lining.  The fair value and net book value
per railcar was $2,000 and $-0-, respectively.  Accordingly, the Partnership did
not  record  an  impairment loss.  Repairs of the railcars were determined to be
cost prohibitive.  The fair value of railcars with this defect was determined by
using  industry  expertise.  These  railcars  were  off  lease.

As  of  December  31,  2002,  the  Partnership  was in compliance with the above
government  regulations.  Typically,  costs  related  to  extensive  equipment
modifications to meet government regulations are passed on to the lessee of that
equipment.

ITEM  2.     PROPERTIES
             ----------

The  Partnership neither owns nor leases any properties other than the equipment
it has purchased.  As of December 31, 2002, the Partnership owned a portfolio of
transportation  and  related  equipment  as  described  in Item I, Table 1.  The
Partnership  acquired equipment with the proceeds of the Partnership offering of
$150.0 million, proceeds from debt financing of $35.0 million and by reinvesting
a  portion  of  its  operating  cash  flow  in  additional  equipment.

The  Partnership  maintains  its principal office at 235 3rd Street South, Suite
200,  St.  Petersburg,  FL  33701.

ITEM  3.     LEGAL  PROCEEDINGS
             ------------------

The  Partnership,  together  with  affiliates,  initiated  litigation in various
official  forums  in  2000 and 2001 in India against a defaulting Indian airline
lessee  to  repossess Partnership property and to recover damages for failure to
pay rent and failure to maintain such property in accordance with relevant lease
contracts. The Partnership has repossessed all of its property previously leased
to  such  airline,  and  the  airline has ceased operations.  In response to the
Partnership's  collection  efforts, the airline filed counter-claims against the
Partnership  in  excess  of  the  Partnership's claims against the airline.  The
General Partner believes that the airline's counterclaims are completely without
merit,  and  the  General  Partner  will  vigorously  defend  against  such
counterclaims.

During 2001, the General Partner decided to minimize its collection efforts from
the  Indian  lessee  in  order to save the Partnership from incurring additional
expenses  associated  with  trying to collect from a lessee that has no apparent
ability  to  pay.

The  Partnership  is  involved  as plaintiff or defendant in various other legal
actions  incidental  to  its  business.  Management does not believe that any of
these  actions  will  be  material  to  the  financial  condition  or results of
operations  of  the  Partnership.





ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
             -----------------------------------------------------------

No matters were submitted to a vote of the Partnership's limited partners during
the  fourth  quarter  of  its  fiscal  year  ended  December  31,  2002.


                                     PART II

ITEM  5.     MARKET  FOR  THE  PARTNERSHIP'S  EQUITY AND RELATED DEPOSITARY UNIT
             -------------------------------------------------------------------
MATTERS
    ---

Pursuant  to  the  terms  of  the  partnership agreement, the General Partner is
entitled  to  a  5%  interest  in  the  profits, losses and distributions of the
Partnership.  The  General  Partner is the sole holder of such interest. Special
allocations  of  income  are  made  to  the General Partner equal to the deficit
balance,  if  any,  in  the capital account of the General Partner.  The General
Partner's annual allocation of net income will generally be equal to the General
Partner's  cash  distributions  paid  during  the  current  year.  The remaining
interests in the profits, losses and distributions of the Partnership are owned,
as  of December 31, 2002, by the 6,016 unit holders of units in the Partnership.

There  are several secondary markets that will facilitate sales and purchases of
depositary  units.  Secondary markets are characterized as having few buyers for
depository  units  and,  therefore, are generally viewed as inefficient vehicles
for  the sale of depositary units.  Presently, there is no public market for the
units  and  none  is  likely  to  develop.

The  Partnership  is  listed  on  the OTC Bulletin Board under the symbol GFYPZ.

To  prevent the units from being considered publicly traded and thereby to avoid
taxation of the Partnership as an association treated as a corporation under the
Internal  Revenue  Code,  the limited partnership units will not be transferable
without  the  consent  of  the  General  Partner,  which  may be withheld in its
absolute  discretion.  The  General  Partner  intends  to  monitor  transfers of
limited  partnership  units  in  an effort to ensure that they do not exceed the
percentage  or  number  permitted  by  certain  safe  harbors promulgated by the
Internal  Revenue  Service.  A  transfer  may  be  prohibited  if  the  intended
transferee  is  not  a  United States citizen or if the transfer would cause any
portion of the units of a "Qualified Plan" as defined by the Employee Retirement
Income  Security  Act  of  1974 and Individual Retirement Accounts to exceed the
allowable  limit.
















<PAGE>
ITEM  6.     SELECTED  FINANCIAL  DATA
             -------------------------

Table  2,  below,  lists  selected  financial  data  for  the  Partnership:

                                     TABLE 2
                                     -------

                        For the Years Ended December 31,
   (In thousands of dollars, except weighted-average depositary unit amounts)
<TABLE>
<CAPTION>

                                                         2002     2001      2000     1999    1998
                                                          ---------------------------------------
<S>                                                       <C>     <C>     <C>     <C>      <C>
Operating results:
  Total revenues. . . . .  . . . . . . . . . . . . . .  $3,841   $3,823    $7,878  $6,367  $13,567
  Gain on disposition of equipment. . .. . . . . . . .   1,233      929     2,448     328    5,990
  Equity in net income (loss) of
    unconsolidated special-purpose
    entities. . . . . . . . . . . . . . . .    . . . .      --       --     1,304    (448)  (1,484)
  Net income. . . . . . . . .  . . . . . . . . . . . .     921       42     4,207     934    6,031

At year-end:
  Total assets. . .  . . . . . . . . . . . . . . . . .  $6,492   $5,533    $7,535  $8,858  $ 12,474
  Total liabilities . . .  . . . . . . . . . . . . . .     340      302       983   1,202     1,207

Cash distribution . . . . . . . . . . . .  . . . . . .  $   --   $1,363    $4,534  $4,545  $  4,604
Special distribution. . .  . . . . . . . . . . . . . .  $   --   $   --    $  777  $   --  $  3,885

Total cash distribution . .. . . . . . . . . . . . . .  $   --   $1,363    $5,311  $4,545  $  8,489

Cash distribution representing a
    return of capital to the limited
    partners. . . . . . . . . . . . .. . . . . . . . .  $   --   $1,295    $1,104  $3,611  $  2,458

Per weighted-average depositary unit:

Net income (loss)                                       $ 0.12 1 $(0.00) 1 $0.53 1 $0.10 1 $0.76 1

Cash distribution . . . . . . . . .. . . . . . . . . .  $   --   $  0.18   $ 0.58  $ 0.58  $  0.59
Special distribution.  . . . . . . . . . . . . . . . .  $   --   $   --    $ 0.10  $   --  $  0.50

Total cash distribution .  . . . . . . . . . . . . . .  $   --   $ 0.18    $ 0.68  $ 0.58  $  1.09

Cash distribution representing a
    return of capital to the limited
    partners. . . . . . .. . . . . . . . . . . . . . .  $   --   $ 0.18    $ 0.15  $ 0.49  $  0.33

</TABLE>

1 After an increase of income of $46,000 ($0.01 per weighted-average depositary
unit) in 2002, representing special allocations from the General Partner. After
a reduction of income of $0.1 million ($0.01 per weighted-average depositary
unit) in 2001 and 2000, representing special allocations to the General Partner.
After a reduction of income of $0.2 million ($0.02 per weighted-average
depositary unit) in 1999, representing special allocations to the General
Partner. After reductions in net income of $0.1 million ($0.02 per weighted-
Average depositary unit) in 1998, representing special allocations to the
General Partner. (See Note 1 to the financial statements)



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

(A)     Introduction

Management's  discussion  and  analysis  of  financial  condition and results of
operations  relates  to the financial statements of PLM Equipment Growth Fund II
(the  Partnership).  The following discussion and analysis of operations focuses
on  the  performance  of  the Partnership's equipment in the various segments in
which  it  operates  and  its  effect  on  the  Partnership's  overall financial
condition.

(B)     Results  of  Operations  --  Factors  Affecting  Performance

(1)     Re-leasing  Activity  and  Repricing  Exposure  to  Current  Economic
Conditions

The  exposure  of the Partnership's equipment portfolio to repricing risk occurs
whenever the leases for the equipment expire or are otherwise terminated and the
equipment must be remarketed.  Major factors influencing the current market rate
for  the  Partnership's  equipment  include  supply  and  demand  for similar or
comparable  types  of  transport  capacity, desirability of the equipment in the
leasing  market,  market conditions for the particular industry segment in which
the  equipment  is  to  be  leased,  overall  economic  conditions,  and various
regulations  concerning the use of the equipment.  Equipment that is idle or out
of  service  between  the  expiration  of  one  lease  and  the  assumption of a
subsequent  lease  can result in a reduction of contribution to the Partnership.
The  Partnership experienced re-leasing or repricing activity in 2002 across its
railcar  and  trailer  portfolio.

     (a)     Railcars:  The relatively short duration of most leases exposes the
railcars  to  considerable  re-leasing  activity.  As  of December 31, 2002, the
Partnership had 64 railcars off-lease.  Additional railcar leases will expire in
2003.  The  Partnership's  railcar  lease  revenue  declined  approximately $0.1
million  from  2001  to  2002 due to the sale and disposition of railcars during
2001  and  2002.

     (b)     Trailers:  The  Partnership's  trailer  portfolio  operates  with
short-line  railroad  systems.  The  relatively short duration of most leases in
these  operations  exposes the trailers to considerable re-leasing activity. The
Partnership's  lease  revenue  decreased approximately $0.1 million from 2001 to
2002  primarily  due  lower utilization on the trailer fleet in 2002 compared to
2001.

(2)     Equipment  Liquidations

Liquidation  of  Partnership equipment represents a reduction in the size of the
equipment  portfolio  and  may  result  in  a  reduction  of contribution to the
Partnership.  During  the  year ended December 31, 2002, the Partnership sold or
disposed  of marine containers and railcars, with an aggregate net book value of
$0.1  million,  for  proceeds  of  $1.4  million.

(3)     Equipment  Valuation

In  accordance  with  Financial  Accounting  Standards Board (FASB) Statement of
Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived  Assets and Long-Lived Assets to be Disposed of " (SFAS No. 121), the
General  Partner  reviewed  the  carrying  value  of the Partnership's equipment
portfolio  at  least  quarterly  and  whenever  circumstances indicated that the
carrying  value of an asset may not be recoverable due to expected future market
conditions.  If  the projected undiscounted cash flows and the fair value of the
equipment were less than the carrying value of the equipment, an impairment loss
was  recorded.

In  October  2001, the Financial Accounting Standards Board issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS No. 144),
which  replaced  SFAS  No.  121.  In  accordance  with SFAS No. 144, the Company
evaluates  long-lived  assets  for  impairment  whenever events or circumstances
indicate that the carrying values of such assets may not be recoverable.  Losses
for  impairment  are recognized when the undiscounted cash flows estimated to be
realized  from  a  long-lived  asset are determined to be less than the carrying
value  of the asset and the carrying amount of long-lived assets exceed its fair
value.  The  determination of fair value for a given investment requires several
considerations,  including but not limited to, income expected to be earned from
the  asset,  estimated sales proceeds, and holding costs excluding interest. The
Partnership  applied  the new rules on accounting for the impairment or disposal
of  long-lived  assets  beginning  January  1,  2002.

No reductions to the equipment carrying values were required for the years ended
December  31,  2002,  2001,  or  2000.

(C)     Financial  Condition  --  Capital  Resources  and  Liquidity

The General Partner purchased the Partnership's initial equipment portfolio with
capital  raised  from  its initial equity offering and permanent debt financing.
No  further capital contributions from the original partners are permitted under
the  terms  of  the limited partnership agreement.  As of December 31, 2002, the
Partnership  had  no  outstanding  indebtedness.  The  Partnership  relies  on
operating  cash  flow  to  meet  its  operating  obligations  and  make  cash
distributions  to  the  limited  partners.

For  the year ended December 31, 2002, the Partnership generated $0.7 million in
cash  from  its  operating  activities.

During  the  year  ended  December  31, 2002, the Partnership disposed of marine
containers  and  railcars, with an aggregate net book value of $0.1 million, for
proceeds  of  $1.4  million.

Accounts  receivable  decreased  $0.2 million during the year ended December 31,
2002 due to the decrease in lease revenue caused by the reduction in the size of
the  equipment  portfolio.

The  General  Partner  has  not planned any expenditures, nor is it aware of any
contingencies  that  would  cause  it  to require any additional capital to that
mentioned  above.

The  Partnership  is  in its active liquidation phase.  As a result, the size of
the  Partnership's remaining equipment portfolio and, in turn, the amount of net
cash  flows  from  operations  will  continue to become progressively smaller as
assets are sold.  Significant asset sales may result in special distributions to
the  partners.

The  amounts  reflected  for  assets and liabilities of the Partnership have not
been  adjusted  to  reflect liquidation values.  The equipment portfolio that is
actively  being marketed for sale by the General Partner continues to be carried
at  the lower of depreciated cost or fair value less cost of disposal.  Although
the  General  Partner  estimates  that  there  will  be  distributions  to  the
Partnership  after  final  disposal of assets and settlement of liabilities, the
amounts  cannot  be  accurately  determined  prior  to  actual  disposal  of the
equipment.

(D)     Critical  Accounting  Policies  and  Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires the General Partner
to make estimates and assumptions that affect the reported amounts of assets and
liabilities  and the disclosure of contingent assets and liabilities at the date
of  the  financial  statements and the reported amounts of revenues and expenses
during  the  reporting  period.  On a regular basis, the General Partner reviews
these estimates including those related to asset lives and depreciation methods,
impairment  of  long-lived  assets,  allowance  for  doubtful  accounts,  and
contingencies  and  litigation.  These  estimates  are  based  on  the  General
Partner's  historical experience and on various other assumptions believed to be
reasonable  under  the  circumstances.  Actual  results  may  differ  from these
estimates  under  different  assumptions  or  conditions.  The  General  Partner
believes,  however,  that  the  estimates,  including those for the above-listed
items,  are  reasonable and that actual results will not vary significantly from
the  estimated  amounts.

The  General  Partner believes the following critical accounting policies affect
the  more  significant  judgments  and  estimates used in the preparation of the
Partnership's  financial  statements:

Asset  lives  and  depreciation  methods:  The  Partnership's  primary  business
involves  the  purchase  and  subsequent  lease of long-lived transportation and
related equipment.   The General Partner has chosen asset lives that it believes
correspond  to  the economic life of the related asset.  The General Partner has
chosen  a  deprecation  method  that  it  believes  matches  the  benefit to the
Partnership from the asset with the associated costs.  These judgments have been
made based on the General Partner's expertise in each equipment segment that the
Partnership operates.  If the asset life and depreciation method chosen does not
reduce the book value of the asset to at least the potential undiscounted future
cash  flows from the asset to the Partnership, the Partnership would be required
to  record  an  impairment.  Likewise,  if  the  net book value of the asset was
reduced  by  an  amount  greater  than  the economic value has deteriorated, the
Partnership  may  record  a  gain  on  sale upon final disposition of the asset.

Impairment  of  long-lived  assets:  Whenever  there  is  an  indicator  that an
impairment  may  exist,  the  General  Partner  reviews  the  carrying  value of
equipment to determine if the carrying value of the asset may not be recoverable
in  consideration  of  current  economic  conditions.  This requires the General
Partner  to  make  estimates related to future undiscounted cash flows from each
asset  as  well  as  the  determination  if  the  deterioration  is temporary or
permanent.  If  these estimates or the related assumptions change in the future,
the  Partnership  may  be  required  to  record  an  impairment  loss.

Allowance  for  doubtful  accounts:  The  Partnership  maintains  allowances for
doubtful  accounts  for  estimated  losses  resulting  from the inability of the
lessees  to make the lease payments.  These estimates are primarily based on the
amount  of  time  that has lapsed since the related payments were due as well as
specific  knowledge  related  to the ability of the lessees to make the required
payments.  If  the  financial  condition  of  the  Partnership's lessees were to
deteriorate,  additional  allowances could be required that would reduce income.
Conversely,  if  the  financial  condition  of the lessees were to improve or if
legal  remedies  to  collect past due amounts were successful, the allowance for
doubtful  accounts  may  need  to  be  reduced  and  income  would be increased.

Contingencies  and  litigation:  The Partnership is subject to legal proceedings
involving  ordinary  and  routine  claims related to its business.  The ultimate
legal  and  financial liability with respect to such matters cannot be estimated
with  certainty  and  requires the use of estimates in recording liabilities for
potential  litigation  settlements.  Estimates  for  losses  from litigation are
disclosed  if  considered  possible  and  accrued  if  considered probable after
consultation  with  counsel.  If  estimates  of potential losses increase or the
related  facts  and  circumstances  change in the future, the Partnership may be
required  to  record  additional  litigation  expense.

(E)     Recent  Accounting  Pronouncements

In  July  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with  Exit or Disposal Activities" (SFAS No. 146), which is based on the general
principle  that  a  liability  for  a  cost  associated with an exit or disposal
activity  should  be recorded when it is incurred and initially measured at fair
value.  SFAS  No. 146 applies to costs associated with (1) an exit activity that
does  not  involve  an entity newly acquired in a business combination, or (2) a
disposal activity within the scope of SFAS No. 146.  These costs include certain
termination benefits, costs to terminate a contract that is not a capital lease,
and  other  associated  costs  to  consolidate facilities or relocate employees.
Because the provisions of this statement are to be applied prospectively to exit
or disposal activities initiated after December 31, 2002, the effect of adopting
this  statement  cannot  be  determined.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and  Disclosure  Requirements  for  Guarantees, Including Indirect Guarantees of
Indebtedness of Others" (FIN 45).  This interpretation requires the guarantor to
recognize  a  liability for the fair value of the obligation at the inception of
the  guarantee.  The provisions of FIN 45 will be applied on a prospective basis
to  guarantees  issued  after  December  31,  2002.

(F)     Results  of  Operations  --  Year-to-Year  Detailed  Comparison

(1)     Comparison  of  the  Partnership's Operating Results for the Years Ended
December  31,  2002  and
2001.

(a)     Owned  Equipment  Operations

Lease  revenues  less  direct  expenses  (defined  as  repairs  and maintenance,
equipment  operating,  and asset-specific insurance expenses) on owned equipment
increased  during  the  year ended December 31, 2002 compared to 2001.  Gains or
losses  from  the  sale  of  equipment,  interest  and  other income and certain
expenses  such  as depreciation and general and administrative expenses relating
to  the  operating  segments  (see  Note 5 to the financial statements), are not
included  in  the owned equipment operation discussion because they are indirect
in  nature  and not a result of operations, but the result of owning a portfolio
of  equipment.  The following table presents lease revenues less direct expenses
by  equipment  type  (in  thousands  of  dollars):


<TABLE>
<CAPTION>

<S>                <C>          <C>
                           For the Years
                         Ended December 31,
                         2002        2001
                        -------------------
Railcars. . . . .      $     790  $    401
Trailers. . . . .            583       785
Marine containers              2       (25)
</TABLE>


Railcars:  Railcar lease revenues and direct expenses were $1.0 million and $0.2
million,  respectively,  for  the year ended December 31, 2002, compared to $1.1
million  and  $0.7  million, respectively, during 2001.  Lease revenue decreased
$0.1  million  due  to  the  disposition  of railcars in 2001 and 2002.   Direct
expenses  decreased $0.5 million in the year ended December 31, 2002 compared to
2001  due  to  fewer  repairs  being required for the railcar portfolio in 2002.

Trailers:  Trailer lease revenues and direct expenses were $1.5 million and $0.9
million,  respectively,  for  the year ended December 31, 2002, compared to $1.6
million and $0.8 million, respectively, during the same period of 2001.  Trailer
lease  revenues  decreased  $0.1  million  in  the  year ended December 31, 2002
compared  to  2001  due to lower utilization on the Partnership's trailer fleet.
Trailer  direct  expenses  increased $0.1 million in the year ended December 31,
2002  compared  to  2001  due to increased repair and maintenance costs in 2002.

Marine containers:  Marine container lease revenues were $3,000 and $(24,000) in
the  year  ended December 31, 2002 and 2001, respectively.  The negative $24,000
of lease revenues in the year ended December 31, 2001 resulted from actual lease
revenue  in  previous  periods  being  lower than was previously accrued.  As of
December  31,  2002, the Partnership had disposed of its entire marine container
portfolio.

(b)     Indirect  Expenses  Related  to  Owned  Equipment  Operations

Total  indirect  expenses  of  $1.7 million for the year ended December 31, 2002
decreased  from  $2.2 million for the same period in 2001. Significant variances
are  explained  as  follows:

     (i)     A  $0.3  million  decrease in depreciation expense from 2001 levels
reflects  the  effect  of  asset  dispositions  in  2002  and  2001.

     (ii)     A  $0.2  million  decrease  in general and administrative expenses
during  the year ended December 31, 2002 resulted from the reduction in the size
of  the  Partnership's  equipment  portfolio  over  the  last  twelve  months.

(c)     Gain  on  Disposition  of  Owned  Equipment

Gain  on  disposition  of  equipment in the year ended December 31, 2002 totaled
$1.2  million,  and  resulted  from  the  disposition  of  marine containers and
railcars with an aggregate net book value of $0.1 million for aggregate proceeds
of  $1.4  million.  Gain on disposition of equipment for the year ended December
31,  2001 totaled $0.9 million, and resulted from the sale of marine containers,
trailers,  and  railcars,  with  an aggregate net book value of $0.1 million for
proceeds  of  $0.7  million.  Included  in  the  gain  on sale are unused repair
reserves  of  $0.3  million.

(d)     Net  Income

As  a result of the foregoing, the Partnership's net income was $0.9 million for
the  year  ended December 31, 2002, compared to net income of $42,000 during the
year  ended  December  31,  2001.  The  Partnership's  ability  to  operate  and
liquidate  assets,  secure leases, and re-lease those assets whose leases expire
is  subject to many factors, and the Partnership's performance in the year ended
December  31,  2002  is  not  necessarily  indicative  of  future  periods.

(2)     Comparison  of  the  Partnership's Operating Results for the Years Ended
December  31,  2001  and
2000.


(a)     Owned  Equipment  Operations

Lease  revenues  less  direct  expenses  (defined  as  repair  and  maintenance,
equipment  operating  expense  and  asset-specific  insurance expenses) on owned
equipment  decreased  during  the year ended December 31, 2001, when compared to
2000.  The  following  table  presents  lease  revenues  less direct expenses by
segment  (in  thousands  of  dollars):
<TABLE>
<CAPTION>


                            For the Years
                          Ended December 31,
                          2001         2000
                         -------------------
<S>                <C>                   <C>
Trailers. . . . .       $     785  $   1,217
Railcars. . . . .             401      1,983
Marine containers            (25)         75
</TABLE>


Trailers:  Trailer lease revenues and direct expenses were $1.6 million and $0.8
million,  respectively,  for  the year ended December 31, 2001, compared to $1.9
million  and  $0.7  million,  respectively, during the same period of 2000.  The
decrease in trailer contribution was due to the sale of 32% of the Partnership's
trailers  during  2000.

Railcars:  Railcar lease revenues and direct expenses were $1.1 million and $0.7
million,  respectively,  for  the year ended December 31, 2001, compared to $3.3
million  and  $1.3  million,  respectively, during the same period of 2000.  The
decrease in railcar contribution during the year ended December 31, 2001 was due
to  the  disposition  of  railcars  during  2000  and  2001.

Marine  containers:     Marine  container lease revenues were ($24,000) and $0.1
million  during  the  years ended December 31, 2001 and 2000, respectively.  The
decrease  in  marine  container contribution in the year ended December 31, 2001
was  due to the disposition of marine containers in 2000 and 2001.  The negative
lease  revenues  during  the  year  ended December 31, 2001 was caused by actual
lease  revenues  in  2000  being  less  than  had been previously reported.  The
Partnership  receives  its  actual  amount  of  marine  container lease revenues
managed  in  equipment  pools  approximately  90  days following the end of each
quarter.  Estimates are made for each quarter's lease revenues that are trued up
to  the  actual  results  in  the  following  quarter.

(b)     Indirect  Expenses  Related  to  Owned  Equipment  Operations

Total  indirect  expenses  of  $2.2 million for the year ended December 31, 2001
decreased  from $2.9 million for the same period in 2000.  Significant variances
are  explained  as  follows:

     (i)     A  $0.5  million  decrease in depreciation expense from 2000 levels
reflects  the  effect  of  equipment  dispositions  during  2001  and  2000.

     (ii) A $0.2 million decrease in general and administrative expenses was due
to  the  reduction  in  the  size  of  the  Partnership's  equipment  portfolio.

     (iii)     A $0.1 million decrease in management fees was due to lower lease
revenues  earned  during  the  year ended December 31, 2001 compared to the same
period  of  2000.

     (iv)  A  $0.1  million increase in the provision for bad debts was based on
the  General  Partner's evaluation of the collectability of receivables compared
to  the  same  period  of  2000.

(c)     Gain  on  Disposition  of  Owned  Equipment

Gain  on  disposition  of equipment for the year ended December 31, 2001 totaled
$0.9  million,  and  resulted  from the sale of marine containers, trailers, and
railcars,  with an aggregate net book value of $0.1 million for proceeds of $0.7
million.  Included  in  the  gain  on  sale  are  unused repair reserves of $0.3
million.  Net  gain  on disposition of equipment for the year ended December 31,
2000  totaled  $2.4  million,  which  resulted  from  the  disposal  of  marine
containers,  trailers,  and  railcars,  with an aggregate net book value of $0.8
million,  for  proceeds  of  $3.3  million.


(d)     Equity  in Net Income of an Unconsolidated Special-Purpose Entity (USPE)

Equity  in net income of an unconsolidated special-purpose entity represents the
Partnership's  share  of  the net income generated from the operation of jointly
owned  assets accounted for under the equity method (see Note 4 to the financial
statements).   This  entity  was  a  single purpose entity that did not have any
debt.

As  of  December  31,  2001 and 2000, the Partnership had no interests in USPEs.
During  the  year  ended  December 31, 2000, net income of $1.3 million resulted
from the gain on sale of the Partnership's interest in the USPE of $1.4 million,
partially  offset  by  depreciation expense, direct expenses, and administrative
expenses  of  $0.1  million.

(e)     Net  Income

As  a  result of the foregoing, the Partnership's net income was $42,000 for the
year  ended  December  31,  2001,  compared to net income of $4.2 million during
2000.  The Partnership's ability to operate and liquidate assets, secure leases,
and  re-lease  those  assets whose leases expire is subject to many factors, and
the  Partnership's  performance  in  the  year  ended  December  31, 2001 is not
necessarily  indicative of future periods.  In the year ended December 31, 2001,
the  Partnership  distributed $1.3 million to the limited partners, or $0.18 per
weighted-average  limited  partnership  unit.

(G)     Geographic  Information

Certain  of  the  Partnership's  equipment  operates  in  international markets.
Although these operations expose the Partnership to certain currency, political,
credit, and economic risks, the General Partner believes these risks are minimal
or  has  implemented strategies to control the risks.    Currency risks are at a
minimum  because all invoicing, with the exception of a small number of railcars
operating  in Canada, is conducted in US dollars.  Political risks are minimized
generally  through  the  avoidance of operations in countries that do not have a
stable judicial system and established commercial business laws.  Credit support
strategies  for  lessees  range  from letters of credit supported by US banks to
cash  deposits.  Although  these  credit  support mechanisms generally allow the
Partnership  to  maintain  its  lease  yield,  there  are  risks associated with
slow-to-respond  judicial  systems  when  legal  remedies are required to secure
payment  or  repossess  equipment.  Economic  risks  are  inherent  in  all
international markets and the General Partner strives to minimize this risk with
market  analysis  prior to committing equipment to a particular geographic area.
Refer to Note 6 to the financial statements for information on the revenues, net
income,  and  net  book  value  of  equipment  in  various  geographic  regions.

Revenues  and  net  operating income (loss) by geographic region are impacted by
the time period the asset is owned and the useful life ascribed to the asset for
depreciation  purposes.  Net  income  (loss)  from  equipment  is  significantly
impacted  by  depreciation  charges,  which  are  greatest in the early years of
ownership due to the use of the double-declining balance method of depreciation.
The  relationships of geographic revenues, net income (loss), and net book value
of  equipment  are expected to significantly change in the future as assets come
off  lease  and  decisions  are  made  to either redeploy the assets in the most
advantageous  geographic  location,  or  sell  the  assets.

The  Partnership's  owned equipment on lease to US-domiciled lessees consists of
trailers and railcars.  During 2002, lease revenues generated by owned equipment
in  the  United States accounted for 82% of the lease revenues, while generating
net  operating  income  of  $0.5  million.

The  Partnership's  equipment  leased  to Canadian-domiciled lessees consists of
railcars.  During  2002,  lease  revenues generated by owned equipment in Canada
accounted  for  18% of the lease revenues, while generating a net income of $0.7
million

(H)  Inflation

Inflation had no significant impact on the Partnership's operations during 2002,
2001,  or  2000.

(I)     Forward-Looking  Information

Except  for historical information contained herein, the discussion in this Form
10-K  contains  forward-looking statements that involve risks and uncertainties,
such  as  statements  of  the Partnership's plans, objectives, expectations, and
intentions.  The  cautionary statements made in this Form 10-K should be read as
being  applicable to all related forward-looking statements wherever they appear
in  this  Form  10-K.  The  Partnership's actual results could differ materially
from  those  discussed  here.

(J)     Outlook  for  the  Future

The  Partnership  is  in  its  liquidation  phase.  Given  the  current economic
environment  and  offers  received  for  similar types of equipment owned by the
Partnership,  the General Partner has determined it would not be advantageous to
sell  the  remaining  Partnership  equipment  at  the current time.  The General
Partner  will  continue to monitor the equipment markets to determine an optimal
time  to  sell.  In  the  meantime,  equipment  will  continue to be leased, and
re-leased  at  market  rates  as  existing  leases expire.  Although the General
Partner  estimates  that there will be distributions to the partners after final
disposal  of  assets  and  settlement  of  liabilities,  the  amounts  cannot be
accurately  determined  prior  to  actual  disposal  of  the  equipment.

Sale decisions may cause the operating performance of the Partnership to decline
over  the remainder of its life.  The liquidation phase will end on December 31,
2006,  unless  the  Partnership  is  terminated  earlier upon sale of all of the
equipment  or  by  certain  other  events.

Several  factors  may affect the Partnership's operating performance in 2003 and
beyond,  including  changes  in  the markets for the Partnership's equipment and
changes  in  the  regulatory  environment  in  which  that  equipment  operates.

Liquidation of the Partnership's equipment represents a reduction in the size of
the  equipment  portfolio  and  may result in a reduction of contribution to the
Partnership.  Other factors affecting the Partnership's contribution in 2003 and
beyond  include:

1.     Through  2002,  U.S.  and  Canadian freight carloads decreased 1% and 3%,
respectively,  compared  to  2001. There has been, however, a recent increase in
some  of  the  commodities  that  drive  demand for those types of railcars most
prevalent  in  the  Partnership's  fleet.  It will be some time, however, before
this  translates  into  new  leasing demand by shippers since most shippers have
idle  cars  in  their  fleets.

2.     Utilization of intermodal trailers owned by the Partnership decreased 12%
during  2002  compared  to  2001.  This  decline  was  similar to the decline in
industry-wide  utilization.  As the Partnership's trailers are smaller than many
shippers  prefer,  the General Partner expects continued declines in utilization
over  the  next  few years.  Additionally, one of the major shippers that leased
the  Partnership's  trailers  has entered bankruptcy.  While the Partnership did
not  have any outstanding receivables from the company, its bankruptcy may cause
a  further  decline  in  performance  of  the  trailer  fleet  in  the  future.

3.     The  General  Partner  has  seen an increase in insurance premiums on its
equipment  portfolio  and  is  finding  it more difficult to place the coverage.
Premiums  for  the  equipment types owned by the Partnership have increased over
25%.  The  increase in premiums caused by the increase in rate will be partially
mitigated  by  the reduction in the value of the Partnership equipment portfolio
caused  by  the  events  of  September 11, 2001 and other economic factors.  The
General  Partner  has also experienced an increase in the deductible required to
obtain  coverage.  This  may  have  a  negative impact on the Partnership in the
event  of  an  insurance  claim.

The  ability  of  the  Partnership  to  realize  acceptable  lease  rates on its
equipment in the different equipment markets is contingent on many factors, such
as specific market conditions and economic activity, technological obsolescence,
and  government  or other regulations.  The General Partner continually monitors
both the equipment markets and the performance of the Partnership's equipment in
these  markets.  The  General  Partner  may  make  an  evaluation  to reduce the
Partnership's  exposure  to  equipment  markets  in  which it determines that it
cannot  operate  equipment  and  achieve  acceptable  rates  of  return.

Several other factors may affect the Partnership's operating performance in 2003
and beyond, including changes in the markets for the Partnership's equipment and
changes  in  the  regulatory  environment  in  which  that  equipment  operates.

The  other  factors  affecting the Partnership's contribution in 2003 and beyond
include:

(1)     Repricing  Risk

Certain of the Partnership's trailers and railcars will be remarketed in 2003 as
existing  leases expire, exposing the Partnership to repricing risk/opportunity.
Additionally,  the Partnership entered its liquidation phase on January 1, 1999,
and  has  commenced  an  orderly  liquidation  of the Partnership's assets.  The
General  Partner  intends  to  re-lease  or  sell equipment at prevailing market
rates;  however,  the General Partner cannot predict these future rates with any
certainty at this time, and cannot accurately assess the effect of such activity
on  future  Partnership  performance.

(2)     Impact  of  Government  Regulations  on  Future  Operations

The  General  Partner  operates  the  Partnership's equipment in accordance with
current  applicable regulations (see Item 1, Section E, Government Regulations).
However, the continuing implementation of new or modified regulations by some of
the  authorities  mentioned  previously,  or  others,  may  adversely affect the
Partnership's  ability to continue to own or operate equipment in its portfolio.
Additionally,  regulatory  systems  vary  from  country  to  country,  which may
increase  the burden to the Partnership of meeting regulatory compliance for the
same  equipment  operated  between countries.  Ongoing changes in the regulatory
environment,  both  in  the US and internationally, cannot be predicted with any
accuracy  and  preclude  the General Partner from determining the impact of such
changes  on  Partnership  operations,  or  sale  of  equipment.

The  U.S.  Department  of  Transportation's  Hazardous  Materials  Regulations
regulates  the  classification and packaging requirements of hazardous materials
which  apply  particularly to Partnership's tank railcars.  The Federal Railroad
Administration  has  mandated that effective July 1, 2000 all tank railcars must
be  re-qualified  every  ten  years  from  the  last test date stenciled on each
railcar  to  insure  tank shell integrity.  Tank shell thickness, weld seams and
weld  attachments  must be inspected and repaired if necessary to re-qualify the
tank  railcar  for  service.  The  average cost of this inspection is $3,600 for
jacketed tank railcars and $1,800 for non-jacketed tank railcars.  This does not
include  any  necessary repairs.  This inspection is to be performed at the next
scheduled  tank  test and every ten years thereafter.  The Partnership currently
owns  109 jacketed tank railcars and 10 non-jacketed tank railcars.  There are 7
jacketed  tank  railcars  and  5  non-jacketed  tank  railcars  that  will  need
re-qualification  in  2003  or  2004.

During  the  fourth  quarter  of 2002, the Partnership recalled three owned tank
railcars  to  due a general recall for a manufacturing defect allowing extensive
corrosion  of  the railcars' internal lining.  The fair value and net book value
per railcar was $2,000 and $-0-, respectively.  Accordingly, the Partnership did
not  record  an  impairment loss.  Repairs of the railcars were determined to be
cost prohibitive.  The fair value of railcars with this defect was determined by
using  industry  expertise.  These  railcars  were  off  lease.

(3)     Distributions

During  the  active  liquidation  phase, the Partnership will use operating cash
flow  and  proceeds from the sale of equipment to meet its operating obligations
and,  to  the  extent available, make distributions to the partners. In the long
term,  changing market conditions and used equipment values preclude the General
Partner from accurately determining the impact of future re-leasing activity and
equipment  sales  on  Partnership  performance  and  liquidity.

(4)     Liquidation

Liquidation of the Partnership's equipment represents a reduction in the size of
the  equipment  portfolio  and  may result in a reduction of contribution to the
Partnership.

Since  the  Partnership  is  in  its  active  liquidation phase, the size of the
Partnership's remaining equipment portfolio and, in turn, the amount of net cash
flows  from  operations  will continue to become progressively smaller as assets
are  sold.  Significant  asset  sales  may  result  in  special distributions to
unitholders.


ITEM  7A.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK
              ----------------------------------------------------------------

The  Partnership's  primary market risk exposure is that of currency devaluation
risk.  During  2002,  12%  of  the  Partnership's total lease revenues came from
non-United  States  domiciled  lessees.  Most  of  the leases require payment in
United States (US) currency.  If these lessees' currency devalues against the US
dollar,  the  lessees  could  potentially  encounter difficulty in making the US
dollar  denominated  lease  payments.

ITEM  8.     FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA
             -----------------------------------------------

The  financial  statements  for  the  Partnership  are  listed  in  the Index to
Financial  Statements included in Item 15(a) of this Annual Report on Form 10-K.


ITEM  9.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
             -------------------------------------------------------------------
FINANCIAL  DISCLOSURES
    ------------------

(A)     Disagreements  with  Accountants on Accounting and Financial Disclosures
None

(B)     Changes  in  Accountants
In  September  2001,  the  General  Partner  announced  that the Partnership had
engaged  Deloitte  &  Touche LLP as the Partnership's auditors and had dismissed
KPMG  LLP.  KPMG  LLP  issued  an  unqualified  opinion  on  the  2000 financial
statements.  During  2000  and  the  subsequent  interim  period  preceding such
dismissal, there were no disagreements with KPMG LLP on any matter of accounting
principles  or  practices,  financial statement disclosure, or auditing scope or
procedure.
<PAGE>

                                    PART III

ITEM  10.     DIRECTORS  AND  EXECUTIVE OFFICERS OF PLM FINANCIAL SERVICES, INC.
              ------------------------------------------------------------------

As  of  the  date of this annual report, the directors and executive officers of
PLM  Financial  Services,  Inc. (and key executive officers of its subsidiaries)
are  as  follows:

<TABLE>
<CAPTION>


Name              Age   Position
<S>               <C>    <C>


Gary D. Engle .  53   Director, PLM Financial Services, Inc., PLM Investment
                      Management, Inc., and PLM Transportation Equipment Corp.

James A. Coyne   42   Director, Secretary and President, PLM Financial
                      Services, Inc. and PLM Investment Management, Inc.,
                      Director and Secretary, PLM Transportation Equipment Corp.

Richard K Brock  40   Director and Chief Financial Officer, PLM Financial
                      Services, Inc., PLM Investment Management, Inc. and PLM
                      Transportation Equipment Corp.
</TABLE>


Gary  D.  Engle  was  appointed  a  Director  of PLM Financial Services, Inc. in
January  2002.  He  was  appointed  a  director  of  PLM  International, Inc. in
February  2001.  He  is  a  director  and  President  of  MILPI  Holdings,  LLC
('"MILPI").  Since  November  1997,  Mr.  Engle  has  been  Chairman  and  Chief
Executive  Officer  of  Semele Group Inc. ("Semele"), a publicly traded company.
Mr.  Engle  is  President  and  Chief Executive Officer of Equis Financial Group
("EFG"),  which  he  joined  in  1990  as  Executive  Vice President.  Mr. Engle
purchased  a controlling interest in EFG in December 1994.  He is also President
of  AFG  Realty,  Inc.

James A. Coyne was appointed President of PLM Financial Services, Inc. in August
2002.  He was appointed a Director and Secretary of PLM Financial Services, Inc.
in  April  2001.  He  was  appointed  a  director  of PLM International, Inc. in
February  2001.   He  is a director, Vice President and Secretary of MILPI.  Mr.
Coyne has been a director, President and Chief Operating Officer of Semele since
1997.  Mr.  Coyne  is Executive Vice President of Equis Corporation, the general
partner of EFG.  Mr. Coyne joined EFG in 1989, remained until 1993, and rejoined
in  November  1994.

Richard  K  Brock  was  appointed  a Director and Chief Financial Officer of PLM
Financial  Services,  Inc.  in August 2002.  From June 2001 through August 2002,
Mr.  Brock was a consultant to various leasing companies including PLM Financial
Services, Inc.  From October 2000 through June 2001, Mr. Brock was a Director of
PLM  Financial  Services, Inc.  Mr. Brock was appointed Vice President and Chief
Financial Officer of PLM International, Inc. and PLM Financial Services, Inc. in
January  2000,  having  served as Acting Chief Financial Officer since June 1999
and  as  Vice  President and Corporate Controller of PLM International, Inc. and
PLM  Financial  Services,  Inc.  since June 1997.  Prior to June 1997, Mr. Brock
served as an accounting manager at the PLM Financial Services, Inc. beginning in
September  1991  and as Director of Planning and General Accounting beginning in
February  1994.

The directors of PLM Financial Services, Inc. are elected for a one-year term or
until their successors are elected and qualified.  No family relationships exist
between  any  director or executive officer of PLM Financial Services, Inc., PLM
Transportation  Equipment  Corp.,  or  PLM  Investment  Management,  Inc.

ITEM  11.     EXECUTIVE  COMPENSATION
              -----------------------

The  Partnership  has no directors, officers, or employees.  The Partnership has
no  pension, profit sharing, retirement, or similar benefit plan in effect as of
December  31,  2002.





ITEM  12.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT
              ------------------------------------------------------------------

     (A)     Security  Ownership  of  Certain  Beneficial  Owners

The  General  Partner  is  entitled  to  a 5% interest in the profits and losses
(subject to certain allocations of income) and distributions of the Partnership.
As  of  December  31,  2002,  no  investor  was  known by the General Partner to
beneficially  own  more  than  5%  of  the  depositary units of the Partnership.

     (B)     Security  Ownership  of  Management

Neither  the  General  Partner  and  its affiliates nor any executive officer or
director  of  the General Partner and its affiliates own any depositary units of
the  Partnership  as  of  December  31,  2002.

ITEM  13.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
              --------------------------------------------------

          Transactions  with  Management  and  Others

During  2002,  management  fees  to  IMI  were  $0.1  million.  During 2002, the
Partnership  reimbursed  FSI  and its affiliates $0.1 million for administrative
services  and  data  processing expenses performed on behalf of the Partnership.

The  balance due to affiliates as of December 31, 2002 and 2001 includes $33,000
and  $42,000,  respectively,  due to FSI and its affiliates for management fees.

ITEM  14.     CONTROLS  AND  PROCEDURES
              -------------------------

Based on their evaluation as of a date within 90 days of the filing of this Form
10-K,  the Partnership's principal Executive Officer and Chief Financial Officer
have  concluded  that  the  Partnership's disclosure controls and procedures are
effective  to  ensure  that  information required to be disclosed in the reports
that  the Partnership files or submits under the Securities Exchange Act of 1934
is  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified  in  the  Securities and Exchange Commission's rules and forms.  There
have  been  no  significant changes in the Partnership's internal controls or in
other  factors  that could significantly affect those controls subsequent to the
date  of  their  evaluation.


                                     PART IV

ITEM  15.     EXHIBITS,  FINANCIAL  STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
              ------------------------------------------------------------------

     (A)     1.     Financial  Statements

The  financial  statements  listed  in  the  accompanying  Index  to  Financial
Statements  are  filed  as  part  of  this  Annual  Report  on  Form  10-K.

2.     Financial  Statements  required  under  Regulation  S-X  Rule  3-09.

The  following financial statements are filed as an exhibit of the Annual Report
on  Form  10-K.

     a.  East  West  925

     (B)     Reports  on  Form  8-K

None.

<PAGE>

     (C)     Exhibits

4.     Limited Partnership Agreement of Registrant, incorporated by reference to
the  Partnership's Registration Statement on Form S-1 (Reg. No. 33-13113), which
became  effective  with  the Securities and Exchange Commission on June 5, 1987.

4.1     Amendment,  dated November 18, 1991, to Limited Partnership Agreement of
the Partnership, incorporated by reference to the Partnership's Annual Report on
Form  10-K  filed with the Securities and Exchange Commission on March 30, 1993.

10.1     Management  Agreement between Registrant and PLM Investment Management,
Inc.,  incorporated  by reference to the Partnership's Registration Statement on
Form  S-1  (Reg.  No.  33-13113), which became effective with the Securities and
Exchange  Commission  on  June  5,  1987.

Financial  Statements  required  under  Regulation  S-X  Rule  3-09.
     99.1  East  West  925


<PAGE>
CONTROL  CERTIFICATION



I,  James  A.  Coyne,  certify  that:

1.     I  have  reviewed this annual report on Form 10-K of PLM Equipment Growth
Fund  II.

2.     Based  on  my  knowledge,  this annual report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

4.     The  registrant's  other  certifying  officer  and  I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

a)     designed  such disclosure controls and procedures to ensure that material
information  relating  to  the  registrant  is  made  known  to  us  by  others,
particularly  during  the  period  in  which  this  annual  report  is prepared;

b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

c)     presented  in  this annual report our conclusions about the effectiveness
of  the  disclosure  controls  and  procedures based on our evaluation as of the
Evaluation  Date;

5.     The  registrant's other certifying officer and I have disclosed, based on
our  most recent evaluation, to the registrant's auditors and board of Managers:

a)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

b)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.     The  registrant's  other  certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.




Date:  March  26,  2003     By:     /s/  James  A.  Coyne
                                    ---------------------
                                    James  A.  Coyne
                                    President
                                   (Principal  Executive  Officer)


<PAGE>

CONTROL  CERTIFICATION
----------------------



I,  Richard  K  Brock,  certify  that:

1.     I  have  reviewed this annual report on Form 10-K of PLM Equipment Growth
Fund  II.

2.     Based  on  my  knowledge,  this annual report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

4.     The  registrant's  other  certifying  officer  and  I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

a)     designed  such disclosure controls and procedures to ensure that material
information  relating  to  the  registrant  is  made  known  to  us  by  others,
particularly  during  the  period  in  which  this  annual  report  is prepared;

b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

c)     presented  in  this annual report our conclusions about the effectiveness
of  the  disclosure  controls  and  procedures based on our evaluation as of the
Evaluation  Date;

5.     The  registrant's other certifying officer and I have disclosed, based on
our  most recent evaluation, to the registrant's auditors and board of Managers:

a)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

b)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.     The  registrant's  other  certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.




Date:  March  26,  2003     By:     /s/  Richard  K  Brock
                                    ----------------------
                                    Richard  K  Brock
                                    Chief  Financial  Officer
                                   (Principal  Financial  Officer)





<PAGE>

                                   SIGNATURES

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

The Partnership has no directors or officers.  The General Partner has signed on
behalf  of  the  Partnership  by  duly  authorized  officers.


Dated:  March  26,  2003     PLM  EQUIPMENT  GROWTH  FUND  II
     PARTNERSHIP

     By:     PLM  Financial  Services,  Inc.
          General  Partner



     By:     /s/  James  A.  Coyne
             ---------------------
             James  A.  Coyne
             President

     By:     /s/  Richard  K  Brock
             ----------------------
             Richard  K  Brock
             Chief  Financial  Officer

CERTIFICATION

The undersigned hereby certifies, in their capacity as an officer of the General
Partner  of  PLM  Equipment  Growth  Fund  II (the Partnership), that the Annual
Report  of  the  Partnership  on Form 10-K for the year ended December 31, 2002,
fully complies with the requirements of Section 13(a) of the Securities Exchange
Act  of  1934 and that the information contained in such report fairly presents,
in  all material respects, the financial condition of the Partnership at the end
of such period and the results of operations of the Partnership for such period.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been  signed  below by the following directors of the Partnership's General
Partner  on  the  dates  indicated.


Name                         Capacity     Date
----                         --------     ----




/s/  Gary  D.  Engle_________
-----------------------------
Gary  D.  Engle          Director,  FSI     March  26,  2003




/s/  James  A.  Coyne_______
----------------------------
James  A.  Coyne          Director,  FSI     March  26,  2003




/s/  Richard  K  Brock______
----------------------
Richard  K  Brock          Director,  FSI     March  26,  2003


<PAGE>
                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                          INDEX TO FINANCIAL STATEMENTS

                                  (ITEM 15(A))


                                                                      Page
                                                                      ----

Independent  auditors'  reports                                      24-25

Balance  sheets  as  of  December  31,  2002  and  2001                 26

Statements  of  income  for  the  years  ended
     December  31,  2002,  2001,  and  2000                             27

Statements  of  changes  in  partners'  capital  for  the  years
     ended  December  31,  2002,  2001,  and  2000                      28

Statements  of  cash  flows  for  the  years  ended
     December  31,  2002,  2001,  and  2000                             29

Notes  to  financial  statements                                     30-39


All financial statement schedules have been omitted, as the required information
is  not  pertinent  to  the  registrant  or  is  not  material,  or  because the
information  required is included in the financial statements and notes thereto.

<PAGE>
INDEPENDENT  AUDITORS'  REPORT




The  Partners
PLM  Equipment  Growth  Fund  II:

We  have audited the accompanying balance sheets of PLM Equipment Growth Fund II
(the  "Partnership"),  as  of  December  31,  2002  and  2001,  and  the related
statements of income, changes in partners' capital, and cash flows for the years
then  ended.  These  financial  statements  are  the  responsibility  of  the
Partnership's  management.  Our responsibility is to express an opinion on these
financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  such  financial  statements  present  fairly, in all material
respects,  the financial position of the Partnership as of December 31, 2002 and
2001,  and  the  results of its operations and its cash flows for the years then
ended  in conformity with accounting principles generally accepted in the United
States  of  America.

As  described  in  Note  1  to  the  financial  statements,  the Partnership, in
accordance with the limited partnership agreement, entered its liquidation phase
on  January  1, 1999 and has commenced an orderly liquidation of the Partnership
assets.  The  Partnership will terminate on December 31, 2006, unless terminated
earlier  upon  the  sale  of  all  equipment  or  by  certain  other  events.


/s/  Deloitte  &  Touche  LLP
Certified  Public  Accountants

Tampa,  Florida
March  7,  2003



<PAGE>


INDEPENDENT  AUDITORS'  REPORT




The  Partners
PLM  Equipment  Growth  Fund  II:

We  have  audited  the  accompanying  statements of income, changes in partners'
capital  and  cash flows of PLM Equipment Growth Fund II ("the Partnership") for
the  year  ended  December  31,  2000.  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  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

As  described  in  Note 1 to the financial statements, PLM Equipment Growth Fund
II,  in  accordance  with  the  limited  partnership  agreement,  entered  its
liquidation phase on January 1, 1999 and has commenced an orderly liquidation of
the  Partnership  assets.  The  Partnership will terminate on December 31, 2006,
unless terminated earlier upon sale of all equipment or by certain other events.

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of PLM Equipment
Growth  Fund  II  for  the  year  ended  December  31,  2000, in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.


/s/  KPMG  LLP

SAN  FRANCISCO,  CALIFORNIA
March  2,  2001


<PAGE>

                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                                 BALANCE SHEETS
                                  DECEMBER 31,
                 (in thousands of dollars, except unit amounts)


<TABLE>
<CAPTION>


                                                               2002       2001
                                                             ---------  ---------
ASSETS
<S>                                                          <C>        <C>
Equipment held for operating lease, at cost . . . . . . . .  $ 16,501   $ 21,119
Less accumulated depreciation . . . . . . . . . . . . . . .   (14,500)   (18,146)
                                                             ---------  ---------
    Net equipment . . . . . . . . . . . . . . . . . . . . .     2,001      2,973


Cash and cash equivalents . . . . . . . . . . . . . . . . .     4,025      1,958
Accounts receivable, less allowance for doubtful
    accounts of $47 in 2002 and $89 in 2001 . . . . . . . .       412        584
Prepaid expenses and other assets . . . . . . . . . . . . .        54         18
                                                             ---------  ---------
      Total assets. . . . . . . . . . . . . . . . . . . . .  $  6,492   $  5,533
                                                             =========  =========
LIABILITIES AND PARTNERS' CAPITAL

Liabilities
Accounts payable and accrued expenses . . . . . . . . . . .  $    307   $    260
Due to affiliates . . . . . . . . . . . . . . . . . . . . .        33         42
                                                             ---------  ---------
   Total liabilities. . . . . . . . . . . . . . . . . . . .       340        302
                                                             ---------  ---------
Commitments and contingencies

Partners' capital
Limited partners (7,381,265 depositary units as of
   December 31, 2002 and 7,381,165 as of December 31, 2001)     6,152      5,231
General Partner . . . . . . . . . . . . . . . . . . . . . .        --         --
                                                             ---------  ---------
    Total partners' capital . . . . . . . . . . . . . . . .     6,152      5,231
                                                             ---------  ---------
      Total liabilities and partners' capital . . . . . . .  $  6,492   $  5,533
                                                             =========  =========
</TABLE>



















                 See accompanying notes to financial statements.

<PAGE>

                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                              STATEMENTS OF INCOME
                        FOR THE YEARS ENDED DECEMBER 31,
         (in thousands of dollars, except weighted-average unit amounts)


<TABLE>
<CAPTION>


                                                            2002     2001     2000
                                                           -------  -------  -------
REVENUES
<S>                                                        <C>      <C>      <C>
Lease revenue . . . . . . . . . . . . . . . . . . . . . .  $2,554   $2,673   $5,338
Interest and other income . . . . . . . . . . . . . . . .      54      221       92
Gain on disposition of equipment. . . . . . . . . . . . .   1,233      929    2,448
                                                           -------  -------  -------
   Total revenues . . . . . . . . . . . . . . . . . . . .   3,841    3,823    7,878
                                                           -------  -------  -------
EXPENSES

Depreciation. . . . . . . . . . . . . . . . . . . . . . .     857    1,127    1,581
Repairs and maintenance . . . . . . . . . . . . . . . . .   1,053    1,377    1,915
Equipment operating expenses. . . . . . . . . . . . . . .     111      121      119
Insurance expense . . . . . . . . . . . . . . . . . . . .      78      123       67
Management fees to affiliate. . . . . . . . . . . . . . .     129      132      269
General and administrative expenses to affiliate. . . . .      67      171      234
Other general and administrative expenses . . . . . . . .     642      699      848
(Recovery of) provision for bad debts . . . . . . . . . .     (17)      31      (58)
                                                           -------  -------  -------
   Total expenses . . . . . . . . . . . . . . . . . . . .   2,920    3,781    4,975
                                                           -------  -------  -------

Equity in net income of unconsolidated
    special-purpose entity. . . . . . . . . . . . . . . .      --       --    1,304
                                                           -------  -------  -------
      Net income. . . . . . . . . . . . . . . . . . . . .  $  921   $   42   $4,207
                                                           =======  =======  =======
PARTNERS' SHARE OF NET INCOME (LOSS)

Limited partners. . . . . . . . . . . . . . . . . . . . .  $  921   $  (26)  $3,942
General Partner . . . . . . . . . . . . . . . . . . . . .      --       68      265
                                                           -------  -------  -------
      Total . . . . . . . . . . . . . . . . . . . . . . .  $  921   $   42   $4,207
                                                           =======  =======  =======
Limited Partner's net income (loss) per weighted-average
    depositary unit . . . . . . . . . . . . . . . . . . .  $ 0.12   $(0.00)  $ 0.53
                                                           =======  =======  =======
</TABLE>















                 See accompanying notes to financial statements.

                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
              FOR THE YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000
                            (in thousands of dollars)

<TABLE>
<CAPTION>


                                              Limited     General
                                              Partners    Partner    Total
                                             -------------------------------
<S>                                          <C>         <C>        <C>
  Partners' capital as of December 31, 1999  $   7,656   $     --   $ 7,656

Net income. . . . . . . . . . . . . . . . .      3,942        265     4,207

Cash distribution . . . . . . . . . . . . .     (4,308)      (226)   (4,534)

Special distribution. . . . . . . . . . . .       (738)       (39)     (777)
                                             ----------  ---------  --------
  Partners' capital as of December 31, 2000      6,552         --     6,552

Net (loss) income . . . . . . . . . . . . .        (26)        68        42

Cash distribution . . . . . . . . . . . . .     (1,295)       (68)   (1,363)
                                             ----------  ---------  --------
  Partners' capital as of December 31, 2001      5,231         --     5,231

Net income. . . . . . . . . . . . . . . . .        921         --       921
                                             ----------  ---------  --------
  Partners' capital as of December 31, 2002  $   6,152   $     --   $ 6,152
                                             ==========  =========  ========
</TABLE>






























                 See accompanying notes to financial statements.





                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                            STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED DECEMBER 31,
                            (in thousands of dollars)


<TABLE>
<CAPTION>


OPERATING ACTIVITIES                                               2002      2001      2000
                                                                 --------  --------  --------
<S>                                                              <C>       <C>       <C>
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . .  $   921   $    42   $ 4,207
Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
  Depreciation. . . . . . . . . . . . . . . . . . . . . . . . .      857     1,127     1,581
  Gain on disposition of equipment. . . . . . . . . . . . . . .   (1,233)     (929)   (2,448)
  Equity in net income of an unconsolidated special-
      purpose entity. . . . . . . . . . . . . . . . . . . . . .       --        --    (1,304)
  Changes in operating assets and liabilities:
    Accounts receivable, net. . . . . . . . . . . . . . . . . .      162       144       158
    Prepaid expenses and other assets . . . . . . . . . . . . .      (36)       17        12
    Accounts payable and accrued expenses . . . . . . . . . . .       47       (98)      130
    Due to affiliates . . . . . . . . . . . . . . . . . . . . .       (9)      (11)      (15)
    Lessee deposits and reserve for repairs . . . . . . . . . .       --      (162)     (334)
                                                                 --------  --------  --------
      Net cash provided by operating activities . . . . . . . .      709       130     1,987
                                                                 --------  --------  --------

INVESTING ACTIVITIES
Proceeds from disposition of equipment. . . . . . . . . . . . .    1,358       653     3,297
Distribution from liquidation of an unconsolidated
    special-purpose entity. . . . . . . . . . . . . . . . . . .       --        --     1,827
Additional investments in unconsolidated special-purpose entity       --        --      (156)
                                                                 --------  --------  --------
      Net cash provided by investing activities . . . . . . . .    1,358       653     4,968
                                                                 --------  --------  --------

FINANCING ACTIVITIES
Cash distribution paid to limited partners. . . . . . . . . . .       --    (1,295)   (4,308)
Cash distribution paid to General Partner . . . . . . . . . . .       --       (68)     (226)
Special distribution paid to limited partners . . . . . . . . .       --        --      (738)
Special distribution paid to General Partner. . . . . . . . . .       --        --       (39)
                                                                 --------  --------  --------
      Net cash used in financing activities . . . . . . . . . .       --    (1,363)   (5,311)
                                                                 --------  --------  --------

Net increase (decrease) in cash and cash equivalents. . . . . .    2,067      (580)    1,644
Cash and cash equivalents at beginning of year. . . . . . . . .    1,958     2,538       894
                                                                 --------  --------  --------
Cash and cash equivalents at end of year. . . . . . . . . . . .  $ 4,025   $ 1,958   $ 2,538
                                                                 ========  ========  ========

</TABLE>












                 See accompanying notes to financial statements.

<PAGE>
                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

1.     Basis  of  Presentation
       -----------------------

Organization
------------

PLM  Equipment  Growth  Fund  II,  a  California  limited  partnership  (the
Partnership),  was  formed on March 30, 1987.  The Partnership engages primarily
in the business of owning, leasing, or otherwise investing in predominately used
transportation  and  related  equipment.  The  Partnership commenced significant
operations  in  June  1987.  PLM  Financial  Services, Inc. (FSI) is the General
Partner  of  the  Partnership.  FSI  is  a  wholly  owned  subsidiary  of  PLM
International,  Inc.  (PLM  International).

The  Partnership,  in accordance with its limited partnership agreement, entered
its  liquidation  phase  on  January  1,  1999,  and  has  commenced  an orderly
liquidation  of  the  Partnership's  assets (see Note 10).  The Partnership will
terminate  on  December 31, 2006, unless terminated earlier upon the sale of all
equipment  or  by  certain  other  events.  The  General  Partner  may no longer
reinvest  cash  flows and surplus funds in equipment.  All future cash flows and
surplus  funds  after  payment of operating expenses, if any, are to be used for
distributions  to  partners,  except  to  the extent used to maintain reasonable
reserves.  During  the liquidation phase, the Partnership's assets will continue
to  be  recorded  at the lower of the carrying amount or fair value less cost to
sell.

FSI  manages  the  affairs  of  the  Partnership.  The cash distributions of the
Partnership  are  generally  allocated 95% to the limited partners and 5% to the
General  Partner  (see Net Income and Distributions per Depositary Unit, below).
Net  income is allocated to the General Partner to the extent necessary to cause
the  General Partner's capital account to equal zero.  Such allocation of income
may  not  cumulatively exceed five ninety-fifths of the aggregate of the capital
contributions  made  by the limited partners and the reinvestment cash available
for  distribution.  The  General  Partner  is  also  entitled  to a subordinated
incentive  fee equal to 7.5% of surplus distributions, as defined in the limited
partnership  agreement,  remaining  after  the  limited partners have received a
certain  minimum  rate  of return.  The General Partner does not anticipate that
this  fee  will  be  earned.

Estimates
---------

The accompanying financial statements have been prepared on the accrual basis of
accounting  in  accordance  with accounting principles generally accepted in the
United  States  of  America.  This  requires  management  to  make estimates and
assumptions  that  affect  the  reported  amounts  of  assets  and  liabilities,
disclosures  of  contingent  assets and liabilities at the date of the financial
statements,  and  the  reported  amounts  of  revenues  and  expenses during the
reporting  period.  Actual  results  could  differ  from  those  estimates.

Operations
----------

The  equipment  of  the  Partnership  is  managed  under a continuing management
agreement by PLM Investment Management, Inc. (IMI), a wholly owned subsidiary of
FSI.  IMI  receives  a  monthly management fee from the Partnership for managing
the  equipment  (see  Note 2).  FSI, in conjunction with its subsidiaries, sells
equipment  to  investor  programs  and third parties, manages pools of equipment
under  agreements  with the investor programs, and is a general partner of other
programs.

Accounting  for  Leases
-----------------------

The  Partnership's  leasing  operations  generally  consist of operating leases.
Under  the  operating  lease method of accounting, the lessor records the leased
asset  at  cost and depreciates the leased asset over its estimated useful life.
Rental  payments  are  recorded  as  revenue  over  the  lease term as earned in
accordance  with  Statement  of  Financial  Accounting  Standards (SFAS) No. 13,
"Accounting  for  Leases" (SFAS No.13).  Lease origination costs are capitalized
and  amortized  over  the  term  of  the  lease.




<PAGE>
                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

1.     Basis  of  Presentation  (continued)
       -----------------------

Depreciation
------------

Depreciation  of  transportation equipment held for operating leases is computed
on  the  double-declining  balance method, taking a full month's depreciation in
the  month  of  acquisition,  based  upon estimated useful lives of 15 years for
railcars  and  12  years  for  other types of equipment. The depreciation method
changes  to  straight-line  when  annual  depreciation  expense  using  the
straight-line  method  exceeds  that  calculated by the double-declining balance
method.  Acquisition  fees  have  been  capitalized  as  part of the cost of the
equipment.  Major  expenditures  that are expected to extend the useful lives or
reduce future operating expenses of equipment are capitalized and amortized over
the  estimated  remaining  life  of  the  equipment.

Transportation  Equipment
-------------------------

Equipment  held  for  operating  leases  is  stated  at  cost.

In  accordance  with  SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets  and  Long-Lived  Assets  to  be Disposed of" (SFAS No. 121), the General
Partner  reviewed the carrying value of the Partnership's equipment portfolio at
least  quarterly and whenever circumstances indicated that the carrying value of
an  asset  may  not be recoverable due to expected future market conditions.  If
the  projected  undiscounted cash flows and the fair value of the equipment were
less  than the carrying value of the equipment, an impairment loss was recorded.

In October 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
144,  "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS No.
144), which replaced SFAS No. 121.  In accordance with SFAS No. 144, the Company
evaluates  long-lived  assets  for  impairment  whenever events or circumstances
indicate that the carrying values of such assets may not be recoverable.  Losses
for  impairment  are recognized when the undiscounted cash flows estimated to be
realized  from  a  long-lived  asset are determined to be less than the carrying
value  of the asset and the carrying amount of long-lived assets exceed its fair
value.  The  determination of fair value for a given investment requires several
considerations,  including but not limited to, income expected to be earned from
the  asset,  estimated sales proceeds, and holding costs excluding interest. The
Partnership  applied  the new rules on accounting for the impairment or disposal
of  long-lived  assets  beginning  January  1,  2002.

No  reductions were required to the carrying value of the equipment during 2002,
2001,  or  2000.

Investment  in  Unconsolidated  Special-Purpose  Entity
-------------------------------------------------------

The  Partnership  had  an  interest  in an unconsolidated special-purpose entity
(USPE)  that  owned  an aircraft.  This was a single purpose entity that did not
have  any  debt.  This interest was accounted for using the equity method.  This
aircraft  was  sold  in  the  first  quarter  of  2000.

The  Partnership's  investment  in  the  USPE  included  acquisition  and  lease
negotiation  fees  paid  by  the  Partnership  to  PLM  Transportation Equipment
Corporation (TEC), a wholly owned subsidiary of FSI.  The Partnership's interest
in  the  USPE  was managed by IMI.  The Partnership's equity interest in the net
income  of  the  USPE is reflected net of management fees paid or payable to IMI
and  the  amortization  of  acquisition  and lease negotiation fees paid to TEC.



<PAGE>
                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

1.  Basis  of  Presentation  (continued)
    -----------------------

Repairs  and  Maintenance
-------------------------

Repair and maintenance costs to railcars and trailers are usually the obligation
of  the  Partnership.  Maintenance  costs  for  the  marine  containers were the
obligation  of  the  lessee.  To  meet the repair requirements of certain marine
containers,  reserve accounts were prefunded by the lessee.  If an asset is sold
and  there  is  a  balance in the reserve account for repairs to that asset, the
balance  in  the  reserve  account is reclassified as additional sales proceeds.
During  2001,  the  General  Partner  determined  that  there would be no future
repairs made to certain marine containers and reclassified the remaining balance
of $0.2 million in marine container repair reserves to interest and other income
on  the  accompanying  statement  of  income.

Net  Income  and  Distributions  per  Depositary  Unit
------------------------------------------------------

Cash  distributions  are  allocated  95%  to  the limited partners and 5% to the
General  Partner  and  may include amounts in excess of net income.  The limited
partners' net income is allocated among the limited partners based on the number
of  limited partnership units owned by each limited partner and on the number of
days  of  the year each limited partner is in the Partnership.  During 2002, the
General  Partner  received  a  special  loss  allocation of $46,000 to bring its
capital  account  to zero.  During 2001 and 2000, the General Partner received a
special  allocation  of income of $0.1 million and $0.1 million, respectively in
excess  of  its  pro-rata  ownership  share.

Cash distributions are recorded when declared.  Cash distributions are generally
paid  in  the  same quarter they are declared.  For the years ended December 31,
2001  and  2000,  cash  distributions  totaled  $1.4  million  and $4.5 million,
respectively,  or  $0.18  and  $0.58  per  weighted-average  depositary  unit,
respectively.  There  were  no  cash  distributions  in  2002.

The  Partnership declared and paid a special distribution of $0.8 million to the
partners during 2000, or $0.10 per weighted-average depositary unit.  No special
distributions  were  declared  during  2002  or  2001.

Cash  distributions  relating  to  the fourth quarter of 2000 of $1.1 million or
$0.15  per  weighted-average  depositary  unit were declared and paid during the
first quarter of 2001.  There were no distributions declared or paid relating to
the  fourth  quarter  of  2001  or  2002  in  the first quarter of 2002 or 2003.

Cash  distributions to investors in excess of net income are considered a return
of capital.  Cash distributions to the limited partners of $1.3 million and $1.1
million  in  2001 and 2000, respectively, were deemed to be a return of capital.

Net  Income  (Loss)  Per  Weighted-Average  Depositary  Unit
------------------------------------------------------------

Net  income (loss) per weighted-average depositary unit was computed by dividing
net  income  (loss)  attributable  to  limited  partners by the weighted-average
number  of  depositary  units  deemed  outstanding  during  the  period.  The
weighted-average  number  of depositary units deemed outstanding during the year
ended  December 31, 2002 were 7,381,265, and during the years ended December 31,
2001,  and  2000  were  7,381,165.

Cash  and  Cash  Equivalents
----------------------------

The Partnership considers highly liquid investments that are readily convertible
to  known  amounts  of  cash with original maturities of three months or less as
cash  equivalents.  The  carrying  amount  of cash equivalents approximates fair
value  due  to  the  short-term  nature  of  the  investments.

Comprehensive  Income
---------------------
The  Partnership's  net  income  was equal to comprehensive income for the years
ended  December  31,  2002,  2001,  and  2000.
<PAGE>
                                                    PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

1.  Basis  of  Presentation  (continued)
    -----------------------

New  Accounting  Standards
--------------------------

In  July  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with  Exit  or Disposal Activities" (SFAS No. 146) which is based on the general
principle  that  a  liability  for  a  cost  associated with an exit or disposal
activity  should  be recorded when it is incurred and initially measured at fair
value.  SFAS  No. 146 applies to costs associated with (1) an exit activity that
does  not  involve  an entity newly acquired in a business combination, or (2) a
disposal activity within the scope of SFAS No. 146.  These costs include certain
termination benefits, costs to terminate a contract that is not a capital lease,
and  other  associated  costs  to  consolidate facilities or relocate employees.
Because the provisions of this statement are to be applied prospectively to exit
or disposal activities initiated after December 31, 2002, the effect of adopting
this  statement  cannot  be  determined.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and  Disclosure  Requirements  for  Guarantees, Including Indirect Guarantees of
Indebtedness of Others" (FIN 45).  This interpretation requires the guarantor to
recognize  a  liability for the fair value of the obligation at the inception of
the  guarantee.  The provisions of FIN 45 will be applied on a prospective basis
to  guarantees  issued  after  December  31,  2002.

2.     Transactions  with  General  Partner  and  Affiliates
       -----------------------------------------------------

An  officer of FSI contributed $100 of the Partnership's initial capital.  Under
the  equipment  management  agreement,  IMI  receives  a  monthly management fee
attributable  to  either  owned equipment or interests in equipment owned by the
USPE  equal  to  the  greater  of  (i)  5%  of Gross Revenues (as defined in the
agreement) or (ii) 1/12 of 1/2% of the net book value of the equipment portfolio
subject  to  certain  adjustments.  The Partnership management fee in 2002, 2001
and 2000 was based on lease revenue and was $0.1 million, $0.1 million, and $0.3
million,  respectively.  Partnership  management  fees  of  $33,000 and $42,000,
respectively,  were  payable  as of December 31, 2002 and 2001.  The Partnership
reimbursed FSI and its affiliates $0.1 million, $0.2 million and $0.2 million in
2002,  2001,  and  2000,  respectively,  for  data  processing  expenses  and
administrative  services  performed  on  behalf  of  the  Partnership.  The
Partnership's  proportional  share  of  the  USPE's  administrative  and  data
processing  expenses  reimbursed  to FSI were $-0-, $-0- and $2,000 during 2002,
2001  and  2000,  respectively.  These  affiliated  expenses  reduced  the
Partnership's  share  of  income  in  the  USPE.

3.     Equipment
       ---------

Owned  equipment held for operating leases is stated at cost.  The components of
owned  equipment  as  of  December 31 were as follows (in thousands of dollars):
<TABLE>
<CAPTION>


Equipment held for operating leases    2002       2001
--------------------------------------------------------
<S>                                  <C>        <C>
Trailers. . . . . . . . . . . . . .  $  9,404   $  9,404
Railcars. . . . . . . . . . . . . .     7,097     10,705
Marine containers . . . . . . . . .        --      1,010
                                     ---------  ---------
                                       16,501     21,119
Less accumulated depreciation . . .   (14,500)   (18,146)
                                     ---------  ---------
    Net equipment . . . . . . . . .  $  2,001   $  2,973
                                     =========  =========
</TABLE>


Revenues  are  earned  by  placing  equipment  under  operating  leases.  The
Partnership's  marine  containers  were  leased to operators of utilization-type
leasing  pools  that  included equipment owned by unaffiliated parties.  In such
instances,  revenues  received  by  the  Partnership  consisted  of  a specified
percentage  of  revenues generated by leasing the equipment to sublessees, after
deducting  certain  direct  operating  expenses of the pooled equipment.  Rental
revenues  for  trailers  are  based  on  a  per-diem  lease  in the free running
interchange  with  the  railroads.  Rents for railcars are based on fixed rates.

<PAGE>
                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

3.     Equipment  (continued)
       ----------------------

As  of December 31, 2002, all owned equipment in the Partnership's portfolio was
on  lease, except for 64 railcars with an aggregate net book value of $0.  As of
December  31,  2001,  all  owned equipment in the Partnership's portfolio was on
lease except for 223 railcars and 7 marine containers with an aggregate net book
value  of  $0.2  million.

During  2002,  the  General  Partner  disposed of marine containers and railcars
owned  by the Partnership, with an aggregate net book value of $0.1 million, for
proceeds  of  $1.4 million.  During 2001, the General Partner disposed of marine
containers,  trailers,  and railcars owned by the Partnership, with an aggregate
net  book  value of $0.1 million, for proceeds of $0.7 million.  Included in the
2001  gain  on  sale  are  unused  repair  reserves  of  $0.3  million.

There  were  no reductions to the carrying values of equipment in 2002, 2001, or
2000.

All owned equipment on lease is being accounted for as operating leases.  Future
minimum  rents  under  noncancelable  operating  leases  as of December 31, 2002
during  each  of  the  next five years are $0.4 million in 2003, $0.3 million in
2004,  $0.2  million  in 2005, $23,000 in 2006, and $0 thereafter.  Per diem and
short-term  rentals  consisting  of  utilization rate lease payments included in
revenue  amounted to $1.9 million, $1.8 million, and $2.0 million in 2002, 2001,
and  2000,  respectively.

4.     Investment  in  an  Unconsolidated  Special-Purpose  Entity
       -----------------------------------------------------------

The Partnership had an interest in an USPE that consisted of a 50% interest in a
tenancy  in  common  (TIC) owning a Boeing 737-200A aircraft (and related assets
and  liabilities).  This was a single purpose entity that did not have any debt.
This aircraft was sold in the first quarter of 2000 and the Partnership received
liquidating  proceeds  from  the  sale of $1.8 million for its net investment of
$0.3  million.

The  tables below set forth 100% of the gain on disposition of equipment, direct
and indirect expenses, and net income of the entity in which the Partnership had
an  interest,  and the Partnership's proportional share of income in this entity
for  the  year  ended  December  31,  2000  (in  thousands  of  dollars):
<TABLE>
<CAPTION>

<S>                               <C>
                                  East West
For the year ended . . . . . . .     925
        December 31, 2000. . .    .  TIC
--------------------------------------------
Gain on disposition of equipment  $    2,862
Less: Direct expenses. . . . . .          74
      Indirect expenses . .              183
                                  ----------
   Net income. . . . . . . . . .  $    2,605
                                  ==========

Partnership's share of net
   income. . . . . . . . . . . .  $    1,304
                                  ==========
</TABLE>


5.     Operating  Segments
       -------------------

The  Partnership  operates  or  operated  in  four  primary  operating segments:
aircraft  leasing,  marine  container  leasing,  trailer  leasing,  and  railcar
leasing.  Each  equipment-leasing  segment  engages  in  short-term  to mid-term
operating  leases  to  a  variety  of  customers.

The General Partner evaluates the performance of each segment based on profit or
loss  from  operations  before allocation of general and administrative expenses
and  certain  other  expenses.  The  segments  are  managed  separately  due  to
different  business  strategies  for each operation.  The accounting policies of
the  Partnership's operating segments are the same as described in Note 1, Basis
of  Presentation.  There  were  no  intersegment  revenues  for  the years ended
December  31,  2002,  2001  and  2000.

<PAGE>
                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

5.     Operating  Segments  (continued)
       --------------------------------

The  following  tables present a summary of the operating segments (in thousands
of  dollars):
<TABLE>
<CAPTION>


                                           Marine
                                          Container  Trailer  Railcar
For the Year Ended December 31, 2002       Leasing   Leasing  Leasing  Other 1  Total
-------------------------------------------------------------------------------------
<S>                                       <C>        <C>      <C>      <C>    <C>
REVENUES
  Lease revenue                           $      3  $  1,515  $  1,036  $   --  $ 2,554
  Interest income and other                     --        --         3      51       54
  Gain on disposition of equipment               4        10     1,219      --    1,233
                                          --------  --------  --------  ------  -------
    Total revenues                               7     1,525     2,258      51    3,841
                                          --------  --------  --------  ------  -------

EXPENSES
  Operations support                             1       932       246      63    1,242
  Depreciation                                   3       526       328      --      857
  Management fees to affiliates                 --        75        54      --      129
  General and administrative expenses           --       280       106     323      709
  Provision for (recovery of) bad debts         --        26      (43)      --     (17)
                                          --------  --------  --------  ------  -------
    Total  expenses                              4     1,839       691     386    2,920
                                          --------  --------  --------  ------  -------
Net income (loss)                         $      3  $  (314)  $  1,567  $ (335)  $  921
                                          ========  ========  ========  ======  =======

Total assets as of December 31, 2002      $      5  $  2,360  $     48  $ 4,079  $6,492
                                          ========  ========  ========  ======  =======
</TABLE>


<TABLE>
<CAPTION>


                                             Marine
                                            Container  Trailer  Railcar
For the Year Ended December 31, 2001         Leasing   Leasing  Leasing  Other 1   Total
----------------------------------------------------------------------------------------
<S>                                         <C>        <C>      <C>      <C>    <C>
REVENUES
  Lease revenue                             $    (24)  $ 1,596  $  1,101  $   --  $ 2,673
  Interest income and other                       159       --         3      59      221
  Gain (loss) on disposition of equipment         391       22       526     (10)     929
                                            ---------  -------  --------  -------  ------
    Total revenues                                526    1,618     1,630      49    3,823
                                            ---------  -------  --------  -------  ------

EXPENSES
  Operations support                                1      811      700      109    1,621
  Depreciation                                     20      530      577       --    1,127
  Management fees to affiliates                   (1)       38       95       --      132
  General and administrative expenses               1      284       94      491      870
  Provision for bad debts                           1       21        9       --       31
                                            ---------  -------  --------  -------  ------
    Total  expenses                                22    1,684    1,475      600    3,781
                                            ---------  -------  --------  -------  ------
Net income (loss)                           $     504  $  (66)  $  1 55  $  (551)  $   42
                                            =========  =======  =======  ========  ======

Total assets as of December 31, 2001        $      27  $ 2,953  $   577    $1,976  $5,533
                                            =========  =======  =======  ========  ======
</TABLE>











   ___________________________
1     Includes  certain  assets  not identifiable to a specific segment, such as
cash  and  prepaid  expenses.  Also  includes  interest  income  and  costs  not
identifiable  to  a  particular  segment, such as certain operations support and
general  and  administrative  expenses.

<PAGE>

                                 PLM EQUIPMENT GROWTH FUND II
                                 (A LIMITED PARTNERSHIP)
                               NOTES TO FINANCIAL STATEMENTS


5.   Operating  Segments  (continued)
 ------------------------------------
<TABLE>
<CAPTION>


                                                     Marine
                                         Aircraft  Container  Trailer  Railcar
For the Year Ended December 31, 2000     Leasing    Leasing   Leasing  Leasing  Other 1  Total
----------------------------------------------------------------------------------------------
<S>                                      <C>       <C>        <C>      <C>      <C>     <C>
REVENUES
  Lease revenue                          $    --  $      81  $  1,945  $  3,312  $   --  $5,338
  Interest income and other                   --         --        --         6      86      92
  Net gain on disposition of equipment        --        182       301     1,965      --   2,448
                                         --------  --------  --------  --------  ------  ------
    Total revenues                            --        263     2,246     5,283      86   7,878
                                         --------  --------  --------  --------  ------  ------

EXPENSES
  Operations support                          --          6       728     1,329      38   2,101
  Depreciation                                --        206       648       727      --   1,581
  Management fees to affiliates               --          4        98       167      --     269
  General and administrative expenses          4          6       332       205     535   1,082
  Recovery of bad debts                       --         --      (21)      (27)    (10)    (58)
                                         --------  --------  --------  --------  ------  ------
    Total expenses                             4        222     1,785     2,401     563   4,975
                                         --------  --------  --------  --------  ------  ------
Equity in net income of USPE               1,304         --        --        --      --   1,304
                                         --------  --------  --------  --------  ------  ------
Net income (loss)                        $ 1,300  $      41  $    461  $  2,882  $(477)  $4,207
                                         ========  ========  ========  ========  ======  ======
</TABLE>


6.     Geographic  Information
       -----------------------

The  Partnership  owns  certain  equipment  that  is  leased  and  operated
internationally.  A  limited  number  of  the  Partnership's  transactions  are
denominated  in  a  foreign  currency.  Gains  or  losses resulting from foreign
currency  transactions  are  included  in  the results of operations and are not
material.

The Partnership leases or leased its aircraft, railcars, and trailers to lessees
domiciled  in  three  geographic  regions:  the United States, Canada, and South
Asia.  Marine  containers  were  leased to multiple lessees in different regions
that  operated  worldwide.

The  table  below  sets  forth  lease  revenues  by  geographic  region  for the
Partnership's  owned  equipment, grouped by domicile of the lessee as of and for
the  years  ended  December  31  (in  thousands  of  dollars):
<TABLE>
<CAPTION>


                            Owned Equipment
                            ================
<S>                <C>               <C>      <C>
Region. . . . . .         2002    2001     2000

United States . .       $ 2,088  $ 2,046  $ 3,956
Canada. . . . . .           463      651    1,301
Rest of the world             3     (24)       81
                        -------  -------  -------
   Lease revenues       $ 2,554  $ 2,673  $ 5,338
                        =======  =======  =======
</TABLE>


The  following  table sets forth net income (loss) information by region for the
Partnership's owned equipment and investments in an USPE, grouped by domicile of
the  lessee as of and for the years ended December 31 (in thousands of dollars):





   ______________________________
1  Includes  interest income and costs not identifiable to a particular segment,
such  as  certain  operations       support  and  general  and  administrative
expenses.

                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS


6.     Geographic  Information  (continued)
       -----------------------
<TABLE>
<CAPTION>


                             Owned Equipment         Investments in an USPE
                        -------------------------  --------------------------
<S>                     <C>       <C>       <C>      <C>       <C>       <C>
Region. . . . . .       2002      2001      2000     2002      2001      2000
                        =========================  ===========================
United States . .      $   516  $  (429)  $ 2,661  $     --  $     --  $    --
Canada. . . . . .          736       518      679        --        --       --
South Asia. . . .           --        --       --        --        --    1,304
Rest of the world            4       504       42        --        --       --
                       -------  --------  -------  --------  --------  -------
Regional income .        1,256       593    3,382        --        --    1,304
Administrative
   and other. . .         (335)    (551)    (479)        --        --       --
                       -------  --------  -------  --------  --------  -------
     Net income .      $   921  $     42  $ 2,903  $     --  $     --  $ 1,304
                       =======  ========  =======  ========  ========  =======
</TABLE>


The  net  book  value  of  these  assets  as  of  December 31 are as follows (in
thousands  of  dollars):
<TABLE>
<CAPTION>


                          Owned Equipment
                          ---------------
<S>                <C>               <C>     <C>
Region. . . . . .        2002    2001    2000
                       =======================
United States . .     $ 1,996  $ 2,692  $ 3,743
Canada. . . . . .           5      255      432
Rest of the world          --       26       69
                      -------  -------  -------
   Net book value     $ 2,001  $ 2,973  $ 4,244
                      =======  =======  =======
</TABLE>


7.     Concentrations  of  Credit  Risk
       --------------------------------

No single lessee accounted for more than 10% of the total revenues for the years
ended  December 31, 2002, 2001 and 2000.  In 2002, however, the Partnership sold
railcars  to  Greenbrier  and  the  gain from this sale accounted for 27% of the
Partnership's  revenues  in  2002.  In  2000, the Partnership sold its remaining
investment  in  an  USPE  in which it had a 50% interest in an aircraft to Aegro
Capital.  The  gain  from  this  sale  accounted  for  14%  of the Partnership's
revenues  from  wholly  owned  equipment  in  2000.

As  of  December 31, 2002 and 2001, the General Partner believes the Partnership
had  no  significant  concentrations  of  credit risk that could have a material
adverse  effect  on  the  Partnership.

8.     Income  Taxes
       -------------

The  Partnership  is  not  subject  to  income  taxes,  as any income or loss is
included  in  the  tax  returns  of  the  individual  partners.  Accordingly, no
provision  for  income  taxes  has  been made in the financial statements of the
Partnership.

As  of  December  31,  2002,  the  federal  income tax basis was higher than the
financial  statement  carrying values of certain assets and liabilities by $15.1
million,  primarily  due  to  differences  in  depreciation  methods and the tax
treatment  of  underwriting  commissions  and  syndication  costs.

9.     Contingencies
       -------------
The  Partnership,  together with affiliates, has initiated litigation in various
official forums in India against a defaulting Indian airline lessee to repossess
Partnership  property and to recover damages for failure to pay rent and failure
to  maintain  such  property  in  accordance  with relevant lease contracts. The
Partnership  has  repossessed  all  of  its  property  previously leased to such
airline,  and  the  airline  has  ceased  operations.  In  response  to  the
Partnership's  collection  efforts, the airline filed counter-claims against the
Partnership  in  excess  of  the  Partnership's claims against the airline.  The
General Partner believes that the airline's counterclaims are completely without
merit,  and  the  General  Partner  will  vigorously  defend  against  such
counterclaims.


                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

9.   Contingencies  (continued)
     --------------------------

During 2001, the General Partner decided to minimize its collection efforts from
the  Indian  lessee  in  order to save the Partnership from incurring additional
expenses  associated  with  trying to collect from a lessee that has no apparent
ability  to  pay.

The  Partnership  is  involved  as plaintiff or defendant in various other legal
actions  incidental  to  its  business.  Management does not believe that any of
these  actions  will  be  material  to  the  financial  condition  or results of
operations  of  the  Partnership.

10.     Liquidation  and  Special  Distributions
        ----------------------------------------

On  January  1,  1999,  the  General  Partner began the liquidation phase of the
Partnership  and  commenced  an orderly liquidation of the Partnership's assets.
Given the current economic environment, and offers received for similar types of
equipment  owned by the Partnership, the General Partner has determined it would
not  be  advantageous to sell the remaining Partnership equipment at the current
time.  The  General  Partner  will  continue to monitor the equipment markets to
determine  an optimal time to sell.  In the meantime, equipment will continue to
be  leased, and re-leased at market rates as existing leases expire. The amounts
reflected  for  assets and liabilities of the Partnership have not been adjusted
to  reflect  liquidation values. The equipment portfolio continues to be carried
at  the  lower of depreciated cost or fair value less cost to dispose.  Although
the General Partner estimates that there will be distributions after liquidation
of  assets and liabilities, the amounts cannot be accurately determined prior to
actual  liquidation  of  the equipment.  Upon final liquidation, the Partnership
will  be  dissolved.

A  special  distribution  of $0.8 million ($0.10 per weighted-average depositary
unit)  was  paid  in 2000.  No special distributions were paid in 2002 and 2001.
The Partnership is not permitted to reinvest proceeds from sales or liquidations
of  equipment.  These  proceeds, in excess of operational cash requirements, are
periodically  paid out to limited partners in the form of special distributions.
The  sales  and  liquidations  occur because of the determination by the General
Partner  that  it  is  the  appropriate  time to maximize the return on an asset
through  the  sale of that asset, and, in some leases, the ability of the lessee
to  exercise  purchase  options.





<PAGE>
     EQUIPMENT  GROWTH  FUND  II
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS

11.     Quarterly  Results  of  Operations  (unaudited)
        ----------------------------------

The  following  is a summary of the quarterly results of operations for the year
ended  December  31,  2002  (in thousands of dollars, except per share amounts):
<TABLE>
<CAPTION>


                                        March    June     September   December
                                         31,      30,        30,         31,     Total
                                       ================================================
<S>                                     <C>     <C>      <C>          <C>        <C>
Operating results:
  Total revenues . . . . . . . . . . .  $1,875  $  568   $      700   $     698  $3,841
  Net income (loss). . . . . . . . . .   1,200    (169)        (143)         33     921

Per weighted-average depositary unit:

Limited partners'
  net income (loss). . . . . . . . . .  $ 0.16  $(0.02)  $    (0.02)  $    0.00  $ 0.12
</TABLE>


In  the first quarter of 2002, the Partnership disposed of railcars and recorded
a  gain  on  disposition  of  $1.2  million.

The  following  is a summary of the quarterly results of operations for the year
ended  December  31,  2001  (in thousands of dollars, except per share amounts):
<TABLE>
<CAPTION>


                                         March    June    September   December
                                          31,      30,       30,         31,      Total
                                        ===============================================
<S>                                     <C>      <C>      <C>         <C>        <C>
Operating results:
  Total revenues . . . . . . . . . . .  $  921   $  675   $      818  $   1,409  $3,823
  Net income (loss). . . . . . . . . .    (338)    (368)          20        728      42

Per weighted-average depositary unit:

Limited partners'
  net income (loss). . . . . . . . . .  $(0.05)  $(0.05)  $     0.00  $    0.10  $(0.00)
</TABLE>


In the fourth quarter of 2001, the Partnership sold trailers, marine containers,
and  railcars  for  a  gain  of  $0.6  million.


<PAGE>
                           PLM EQUIPMENT GROWTH FUND II

                                INDEX OF EXHIBITS

<TABLE>
<CAPTION>

<S>      <C>                                                       <C>
Exhibit                                                             Page
-------                                                             ----

4.. . .  Limited Partnership Agreement of Partnership                 *

4.1      Amendment to Limited Partnership Agreement of Registrant     *

10.1     Management Agreement between Partnership and PLM Investment  *
         Management, Inc.

99.1     East West 925.                                            41-48
</TABLE>




































__________________________

*Incorporated  by  reference.  See  page  19  of  this  report.