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, 1999.

     [  ]         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.)

            ONE MARKET, STEUART STREET TOWER
              SUITE 800, SAN FRANCISCO, CA            94105-1301
        (Address of principal executive offices)       (Zip code)

        Registrant's telephone number, including area code (415) 974-1399
                             -----------------------

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 (ss.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 6, 2000
                  -----                             ----------------------------
         Limited partnership depositary units:               7,381,805
         General Partnership units:                              1

     An index of exhibits filed with this Form 10-K is located at page 24.
     Total number of pages in this report: 43.


<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 PLM),
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.  All transactions
of over $1.0 million  must be approved by the PLM  International  Credit  Review
Committee  (the  Committee),  which is made up of members  of PLM  International
Senior  Management.  In determining a lessee's  creditworthiness,  the Committee
will  consider,  among other  factors,  its financial  statements,  internal and
external credit ratings, and letters of credit;

     (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 affect on the  Partnership.  As the Partnership is in
the  liquidation  phase,  proceeds  from these sales,  together  with excess net
operating cash flow from operations  (net cash provided by operating  activities
plus distributions from unconsolidated  special-purpose  entities (USPEs)), 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, 1999, there were 7,381,805 depositary units outstanding.

On  January  1, 1999,  the  Partnership  entered  its  liquidation  phase and in
accordance with the limited partnership  agreement,  the General Partner intends
to commence 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,  and the cost of an  investment  in an  unconsolidated
special-purpose entity, as of December 31, 1999 (in thousands of dollars):
<TABLE>
<CAPTION>

                                                      TABLE 1

 Units                    Type                                   Manufacturer                           Cost
----------------------------------------------------------------------------------------------------------------------

Owned equipment held for operating leases:

    <S>      <C>                                                  <C>
    458      Box railcars                                         Various                             $    7,777
    193      Mill gondolas railcars                               Various                                  4,459
    112      Pressurized tank railcars                            Various                                  3,160
     24      Non-Pressurized tank railcars                        Various                                    429
     27      Covered hopper railcars                              ACF Industries                             424
    620      Dry piggyback trailers                               Various                                  9,541
      8      Refrigerated trailers                                Various                                    264
     66      Dry trailers                                         Fruehauf                                   801
    257      Refrigerated marine containers                       Various                                  5,632
                                                                                                      -------------

Total owned equipment held for operating lease                                                        $   32,487 <F1>1
                                                                                                      =============

Investment in unconsolidated special-purpose entity:

    50%      737-200 Stage II commercial aircraft                 Boeing                              $   8,046 <F2>1,2
                                                                                                      ==============

<FN>
<F1> 1    Includes equipment and investments purchased with the proceeds from
capital contributions, undistributed cash flow from operations, and Partnership
borrowings.  Includes costs capitalized and equipment acquisition fees paid to
PLM Transportation Equipment Corporation (TEC), a wholly-owned subsidiary of
FSI, subsequent to the date of acquisition.  All equipment was used equipment at
the time of purchase,

<F2> 2    Jointly owned:  EGF II (50%) and an affiliated program.

</FN>
</TABLE>


The equipment is generally  leased under  operating  leases with terms of one to
six years.  The  Partnership's  marine  containers  are leased to  operators  of
utilization-type  leasing  pools that include  equipment  owned by  unaffiliated
parties.  In such instances,  revenues received by the Partnership  consist of a
specified  percentage of revenues  generated by leasing the pooled  equipment to
sublessees,  after  deducting  certain direct  operating  expenses of the pooled
equipment.  Rents for  railcars  are based on mileage  traveled or a fixed rate;
rents for all other equipment are based on fixed rates.

As of December 31, 1999,  approximately 11% of the of the Partnership's  trailer
equipment was in rental facilities operated by PLM Rental, Inc., an affiliate of
the  General  Partner,  doing  business as PLM Trailer  Leasing.  The  remaining
trailer fleet operated in the short-line railroad system.  Rents are reported as
revenue in accordance with Financial Accounting Standards Board Statement No. 13
"Accounting  for Leases".  Direct  expenses  associated  with the  equipment are
charged directly to the Partnership. An allocation of other indirect expenses of
the rental yard operations is charged to the Partnership monthly.

The lessees of the  equipment  include but are not  limited  to:  Cronos,  Union
Pacific Railroad Company, Canadian Pacific Railway Company, and Elgin, Jolieit &
Eastern Railway.

(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 lessors 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 audited financial statements).

(C)  Competition

(1)  Operating Leases versus Full Payout Leases

Generally,  the equipment  owned or invested in 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.

(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,  General Electric Capital Aviation Services  Corporation,
and other investment programs that lease the same types of equipment.

(D)  Demand

The Partnership  currently operates in four primary operating segments:  railcar
leasing,  trailer leasing,  marine container leasing, and aircraft leasing. Each
equipment leasing segment engages in short-term to mid-term  operating leases to
a  variety  of  customers.  Except  for the  aircraft  which  may be leased to a
passenger  air  carrier,  the  Partnership's  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)  Railcars

(a)  Box Railcars

Boxcars are used to primarily transport paper and paper products. Carloadings of
forest  products  decreased  2.0% in the  United  States and rose 4.3% in Canada
during 1999,  compared to 1998. However,  during 1999,  prospects for the forest
products  industry  showed signs of  improvement,  largely due to  macroeconomic
factors,  such as the beginning of an economic  recovery in Asia, some weakening
of the United States (US) dollar,  and a continued strong domestic economy.  The
outlook has also improved due to industry-specific factors, most notably a major
slowdown in capacity additions.

The Partnership's boxcars continued to operate on long-term leases during 1999.



<PAGE>



(b)  Mill Gondolas Railcars

Mill gondola  railcars are used typically 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, 1999 carloadings for the commodity group that
includes scrap steel increased 1.0% over 1998 volumes.

The  General  Partner  continues  to seek a lessee  for the  Partnership's  mill
gondola  railcars,  which have remained off lease since May of 1999.  Demand for
these  particular  mill  gondolas  has been weak,  as they are older,  low cubic
capacity, and low-sided railcars.

(c)  Pressurized Tank Railcars

Pressurized tank cars are used to transport  primarily  liquefied  petroleum gas
(natural  gas) and  anhydrous  ammonia  (fertilizer).  The major US markets  for
natural  gas are  industrial  applications  (40% of  estimated  demand in 1998),
residential use (21%),  electrical generation (15%), and commercial applications
(14%). Within the fertilizer industry,  demand is a function of several factors,
including  the level of grain  prices,  the 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  increased 2.5% in 1999, compared to 1998.
Correspondingly,  demand for  pressurized  tank cars remained solid during 1999,
with utilization of this type of railcar within the Partnership  remaining above
98%. While renewals of existing leases continue at similar rates, some cars have
been renewed for "winter only" terms of approximately  six months.  As a result,
it is  anticipated  that  there  will be more  pressurized  tank cars than usual
coming up for renewal in the spring.

(d)  General Purpose (Nonpressurized) Tank Railcars

These cars,  which are used to transport bulk liquid  commodities  and chemicals
not requiring  pressurization,  such as certain  petroleum  products,  liquefied
asphalt,  lubricating  and  vegetable  oils,  molten  sulfur,  and  corn  syrup,
continued to be in high demand during 1999. 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,  1999 carloadings of the commodity group that includes  chemicals
and  petroleum  products  rose  2.5%  over  1998  levels.   Utilization  of  the
Partnership's nonpressurized tank cars was above 98% again during 1999.

(e)  Covered Hopper (Grain) Railcars

Demand for covered hopper cars, which are  specifically  designed to service the
agricultural  industry,  continued to experience  weakness  during 1999.  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 feed lots.
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 United States,
due to higher population growth, a rapid pace of  industrialization,  and rising
disposable income.

Within the United States,  1999 carloadings of agricultural  products  increased
4.3%,  while Canadian  carloadings of these products fell 3.4%,  resulting in an
overall  increase within North America of only 2.8% compared to 1998.  Since the
combined North American  shipments for 1998 had decreased 7.7% over the previous
year, the 1999 volume, while representing a slight increase, is still below 1997
levels. Another factor contributing to softness in the covered hopper car market
has been the large number of new cars built in the last few years. Production of
new railcars of all types is estimated to have reached  57,685 cars during 1999,
with covered hopper cars representing  19,845, or one-third,  of this total. For
those covered hopper cars whose leases expired in 1999, both  industry-wide  and
within the Partnership, the combination of a lack of strong demand and an excess
supply of cars  resulted  in many of these  expiring  leases  being  renewed  at
considerably lower rates.

(2)  Trailers

(a)  Intermodal (Piggyback) Trailers

Intermodal  (piggyback) trailers are used to transport a variety of goods either
by truck  or by  rail.  Over the past  decade,  intermodal  trailers  have  been
gradually  displaced by domestic containers as the preferred method of transport
for such goods.  During 1999,  demand for intermodal  trailers was more volatile
than usual. Slow demand occurred over the first half of the year due to customer
concerns  over  rail  service  problems  associated  with  mergers  in the  rail
industry,  however,  demand picked up significantly  over the second half of the
year  due to both a  resolution  of these  service  problems  and the  continued
strength of the US economy. Due to rise in demand which occurred over the latter
half of 1999,  overall,  activity within the intermodal  trailer market declined
less than expected for the year, as total intermodal trailer shipments decreased
by only approximately  1.8% compared to the prior year.  Average  utilization of
the entire intermodal fleet rose from 73% in 1998 to 77% in 1999,  primarily due
to demand exceeding  available  supply of intermodal  trailers during the second
part of the year.

The General  Partner  stepped up its  marketing  program  for the  Partnership's
intermodal  trailers during 1999. These efforts resulted in average  utilization
for the Partnership's  intermodal trailers of approximately 82% for the year, up
2% compared to 1998 levels.

Although the trend  towards  using  domestic  containers  instead of  intermodal
trailers is expected to  continue  in the  future,  overall  intermodal  trailer
shipments  are  forecast  to decline by only 2% to 3% in 2000,  compared  to the
prior year, due to the anticipated continued strength of the overall economy. As
such,  the  nationwide  supply of  intermodal  trailers  is  expected  to remain
essentially  in balance with demand for 2000. For the  Partnership's  intermodal
fleet,  the General  Partner will  continue to seek to expand its customer  base
while minimizing trailer downtime at repair shops and terminals.

(b)      Refrigerated Trailers

The  temperature-controlled  trailer  market  continued  to expand  during 1999,
although  not as  quickly  as in 1998 when the market  experienced  very  strong
growth. The leveling off in 1999 occurred as equipment users began to absorb the
increases in supply created over the prior two years. Refrigerated trailer users
have been actively retiring their older units and consolidating  their fleets in
response to improved refrigerated trailer technology.  Concurrently,  there is a
backlog of six to nine months on orders for new equipment.

As a  result  of  these  changes  in  the  refrigerated  trailer  market,  it is
anticipated that trucking companies and shippers will utilize short-term trailer
leases more frequently to supplement their existing fleets.  Such a trend should
benefit the  Partnership,  whose  trailers are typically  leased on a short-term
basis.

(c)  Dry Trailers

The US dry trailer  market  continued  its recovery  during 1999,  as the strong
domestic  economy  resulted in heavy freight  volumes.  With  unemployment  low,
consumer  confidence  high, and  industrial  production  sound,  the outlook for
leasing this type of trailer  remains  positive,  particularly  as the equipment
surpluses of recent years are being absorbed by the buoyant market.  In addition
to  high  freight  volumes,  improvements  in  inventory  turnover  and  tighter
turnaround times have lead to a stronger overall trucking industry and increased
equipment demand.

(3)  Marine Containers

The marine container leasing market started 1999 with industry-wide  utilization
in the mid 70% range,  down  somewhat  from the  beginning  of 1998.  The market
strengthened  throughout  the year such that most  container  leasing  companies
reported  utilization  of  80%  by  the  end  of  1999.  Overall,  industry-wide
utilization  for marine  containers was increasing  during 1999. The Partnership
owns  older  marine  containers  and thus,  did not  contribute  to the  overall
increase in the industry-wide utilization.  The General Partner plans to dispose
of these older  refrigerated  marine  containers.  These marine  containers  are
currently off lease.

Offsetting  this  favorable  trend  was  a  continuation  of  historically   low
acquisition   prices  for  new   containers   manufactured   in  the  Far  East,
predominantly China. These low prices put pressure on fleetwide per diem leasing
rates.

Industry consolidation continued in 1999 as the parent of one of the world's top
ten  container  lessors  finalized  the  outsourcing  of the  management  of its
container fleet to a competitor. However, the General Partner believes that such
consolidation is a positive trend for the overall  container  leasing  industry,
and ultimately will lead to higher  industry-wide  utilization and increased per
diem rates.

(4)  Commercial Aircraft

After  experiencing  relatively robust growth over the prior four years,  demand
for commercial  aircraft softened  somewhat in 1999. Boeing and Airbus,  the two
primary manufacturers of new commercial aircraft, saw a decrease in their volume
of orders,  which  totaled 368 and 417 during  1999,  compared to 656 and 556 in
1998.  The slowdown in aircraft  orders can be partially  attributed to the full
implementation  of US Stage III environmental  restrictions,  which became fully
effective on December 31, 1999. Since these  restrictions  effectively  prohibit
the operation of noncompliant aircraft in the United States after 1999, carriers
operating  within or into the United States  either  replaced or modified all of
their  noncompliant  aircraft before the end of the year. The continued weakness
of the Asian economy has also served to slow the volume of new aircraft  orders.
However,  with the Asian economy now showing signs of recovery,  air carriers in
this region are beginning to resume their fleet building efforts.

Demand for, and values of, used commercial aircraft have been adversely affected
by the Stage III environmental  restrictions and an oversupply of older aircraft
as  manufacturers  delivered more new aircraft that the overall market required.
Boeing predicts that the worldwide fleet of jet-powered commercial aircraft will
increase  from  approximately  12,600  airplanes  as of the end of 1998 to about
13,700  aircraft by the end of 2003, an average  increase of 220 units per year.
However,  actual  deliveries  for the first two years of this  period,  1998 and
1999,  already  averaged  839 units  annually.  Although  some of the  resultant
surplus  used  aircraft  have been  retired,  the net effect has been an overall
increase  in the  number of used  aircraft  available.  This has  resulted  in a
decrease in both market prices and lease rates for used  aircraft.  The weakness
in the used  commercial  aircraft  market  may be  mitigated  in the  future  as
manufacturers  bring their new production more in line with demand and given the
anticipated continued growth in air traffic. Worldwide, demand for air passenger
services is expected  to increase at about 5% annually  and freight  services at
about 6% per year, for the foreseeable future.

This  Partnership  owns a 50%  interest in a Stage II  aircraft,  which has been
impacted by the soft market conditions  described above. The General Partner has
been unsuccessfully trying to sell this aircraft.

(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  to meet these
regulations,  at considerable cost to the Partnership.  Such regulations include
but are not limited to:

       (1)the U.S. Department of Transportation's Aircraft Capacity Act of 1990,
   which limits or eliminates the operation of commercial aircraft in the United
   States that do not meet certain  noise,  aging,  and corrosion  criteria.  In
   addition,  under U.S. Federal Aviation Regulations,  after December 31, 1999,
   no person shall operate an aircraft to or from any airport in the  contiguous
   United  States  unless that  airplane has been shown to comply with Stage III
   noise levels.  The  Partnership's  remaining  aircraft is a Stage II aircraft
   that does not meet Stage III  requirements.  As of December  31,  1999,  this
   aircraft is located  overseas where it is expected to be sold.  This aircraft
   is currently off-lease and is scheduled to be sold in the year 2000.

       (2) the Montreal  Protocol on Substances that Deplete the Ozone Layer and
   the U.S.  Clean Air Act  Amendments of 1990,  (which call for the control and
   eventual  replacement  of  substances  that  have  been  found  to  cause  or
   contribute  significantly to harmful effects to the stratospheric ozone layer
   and that are used  extensively as refrigerants  in refrigerated  marine cargo
   containers and refrigerated trailers).

       (3) the Federal Railroad  Administration has mandated that effective July
   1, 2000, all jacketed and non-jacketed  tank railcars must be re-qualified to
   insure tank shell  integrity.  Tank shell  thickness,  weld  seams,  and weld
   attachments  must be inspected and repaired if necessary to re-qualify a tank
   railcar  for  service.  The  average  cost of this  inspection  is $1,800 for
   non-jacketed  tank  railcars  and  $3,600 for  jacketed  tank  railcars,  not
   including any necessary  repairs.  This  inspection is to be performed at the
   next scheduled tank test.

As of December  31,  1999,  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 either  purchased  or interests in entities  which own  equipment.  As of
December 31, 1999,  the  Partnership  owned a portfolio  of  transportation  and
related  equipment  and an investment  in equipment  owned by an  unconsolidated
special-purpose entity 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 One Market,  Steuart Street
Tower, Suite 800, San Francisco,  California  94105-1301.  All office facilities
are provided by FSI without reimbursement by the Partnership.

ITEM 3.  LEGAL PROCEEDINGS

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.  The General
Partner believes an unfavorable outcome from the counterclaims is remote.

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, 1999.


<PAGE>


                                     PART II

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

As of March 6, 2000, there were 7,381,805  depositary units  outstanding.  There
are 6,096 depositary unitholders of record as of the date of this report.

There are several  secondary markets that will facilitate sales and purchases of
depositary  units.  Secondary markets are characterized as having few buyers for
limited  partnership   interests  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.

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 an
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.

On January 10, 2000, the General Partner for the  Partnership  announced that it
has  begun  recognizing  transfers  involving  trading  of units  in  2000.  The
Partnership is listed on the OTC Bulletin Board under the symbols GFYPZ.

In making the  announcement,  the General  Partner  noted  that,  as in previous
years,  it will continue to monitor the volume of such trades to ensure that the
Partnership  remain in  compliance  with Internal  Revenue  Service (IRS) Notice
88-75 and IRS Code  Section  7704.  These IRS  regulations  contain  safe harbor
provisions  stipulating  the  maximum  number of  partnership  units that can be
traded  during a  calendar  year in order for a  partnership  not to be deemed a
publicly traded partnership for income tax purposes.

Should the Partnership  approach the annual safe harbor  limitation  later on in
2000,  the General  Partner will,  at that time,  cease to recognize any further
transfers  involving  trading  of  Partnership  units.   Transfers  specifically
excluded from the safe harbor  limitations,  referred to in the  regulations  as
"transfers not involving  trading," which include transfers at death,  transfers
between family members,  and transfers involving  distributions from a qualified
retirement  plan,  will  continue  to  be  recognized  by  the  General  Partner
throughout the year.

Pursuant to the terms of the amended limited partnership agreement,  the General
Partner is generally entitled to a 5% interest in the profits,  losses, and cash
distributions of the Partnership.  Cash  Distributions  are allocated 95% to the
limited partners and 5% to the General  Partner.  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.




<PAGE>


ITEM 6.       SELECTED FINANCIAL DATA

Table 2, below, lists selected financial data for the Partnership:
<TABLE>
<CAPTION>

                                     TABLE 2

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

                                                  1999         1998         1997           1996           1995
  ----------------------------------------------------------------------------------------------------------------

  <S>                                          <C>          <C>           <C>           <C>            <C>
  Operating results:
    Total revenues                             $   6,367    $  13,567     $ 12,748      $  14,819      $  18,983
    Net gain on disposition of equipment             328        5,990        1,922          2,085          1,485
    Loss on revaluation of equipment                  --           --           --             --           (667)
    Equity in net income (loss) of
      unconsolidated special-purpose
      entities                                      (448)      (1,484)        (519)         6,267             --
    Net income                                       934        6,031        2,695          8,186            937

  At year-end:
    Total assets                               $   8,858    $  12,474     $ 18,631      $  33,595      $  48,957
    Total liabilities                              1,202        1,207        4,906         16,349         30,761
    Notes payable                                     --           --        2,500         13,000         27,000

  Cash distribution                            $   4,545    $   8,489     $  6,216      $   8,957      $  12,549

  Cash distribution representing a
      return of capital to the limited
      partners                                 $   3,611    $   2,458     $  3,709      $   1,045      $  11,847

  Per weighted-average depositary unit:

  Net income                                   $   0.10<F1>1$    0.76<F1>1$   0.30<F1>1 $    1.01<F1>1 $    0.01<F1>1

  Cash distribution                            $   0.58     $    1.09     $   0.80      $    1.15      $    1.60

  Cash distribution representing a
      return of capital to the limited
      partners                                 $   0.49     $    0.33     $   0.50      $    0.14      $    1.59

<FN>
<F1> 1    After an increase of income of $180 ($0.02 per weighted-average
depositary unit) in 1999, representing allocations to the General Partner
resulting from an amendment to the partnership agreement (see Note 1 to the
financial statements).  After reduction of income of $124 ($0.02 per weighted-
average depositary unit) in 1998, $364 ($0.05 per weighted-average depositary
unit) in 1997, $313 ($0.04 per weighted-average depositary unit) in 1996, and
$815 ($0.11 per weighted-average depositary unit) in 1995, representing special
allocations to the General Partner.
</FN>
</TABLE>




<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,  but are not limited to,  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 1999 in its railcar, trailer, marine container and aircraft portfolios.

     (a) Railcars:  84 of the Partnership's  railcars came off lease during 1999
and are currently  being  marketed for  re-lease.  The  Partnership's  remaining
railcars remained on-lease throughout the year. The relatively short duration of
most  leases  exposes the  railcars to  considerable  re-leasing  activity.  The
Partnership's  railcar lease revenue  declined  approximately  $0.3 million from
1998 to 1999 due to the sale and  disposition of railcars  during 1998 and 1999,
and decreased approximately $0.4 million due to the group of railcars which came
off lease during 1999.

     (b) Trailers:  The Partnership's  trailer portfolio  operates in short-term
rental  facilities or 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
$0.8  million from 1998 to 1999  primarily  due to the sale and  disposition  of
trailers during 1998 and 1999,  which was offset by an increase of approximately
$0.2  million  from 1998 to 1999 due to  higher  utilization  for the  remaining
fleet.

         (c) Marine containers:  132 of the Partnership's marine containers came
off  lease  during  1999  and  are  currently   being  marketed  for  sale.  The
Partnership's remaining marine container portfolio operates in utilization-based
leasing pools and, as such, is exposed to considerable  repricing activity.  The
Partnership's marine container contributions declined approximately $0.1 million
from 1998 to 1999  primarily  due to marine  containers  coming off lease during
1999.

     (d) Aircraft: The Partnership's 50% investment in a commercial aircraft was
off-lease  throughout  1998 and 1999.  This aircraft is currently being marketed
for sale.

(2)  Equipment Liquidations and Nonperforming Lessees

Liquidation   of  Partnership   equipment  and   investment  in   unconsolidated
special-purpose  entities  (USPEs)  represents  a  reduction  in the size of the
equipment  portfolio  and may  result  in a  reduction  of  contribution  to the
Partnership.  Lessees not performing under the terms of their leases,  either by
not paying rent, not  maintaining or operating the equipment in accordance  with
the conditions of the leases, or other possible  departures from the leases, can
result  not  only in  reductions  in  contribution,  but also  may  require  the
Partnership  to assume  additional  costs to  protect  its  interests  under the
leases,  such as  repossession  or legal fees. The  Partnership  experienced the
following in 1999:

     (a) Liquidations:  During the year ended December 31, 1999, the Partnership
sold or disposed of marine containers, trailers, and railcars, with an aggregate
net book value of $0.4 million, for proceeds of $0.7 million.

     (b)  Nonperforming  Lessees:  In 1996, the General  Partner  repossessed an
aircraft owned by a trust in which the  Partnership  has a 50% interest,  due to
the  lessee's  inability  to pay  for  outstanding  receivables.  This  aircraft
remained  off  lease  throughout  1997,  1998 and 1999  and is  currently  being
marketed for sale.

(3)  Equipment Valuation and Write-downs

In accordance with Financial  Accounting  Standards  Board's  Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be  Disposed  Of"  the  General  Partner  reviews  the  carrying  value  of  the
Partnership's  equipment portfolio at least quarterly and whenever circumstances
indicate that the carrying  value of an asset may not be recoverable in relation
to  expected  future  market   conditions  for  the  purpose  of  assessing  the
recoverability of the recorded amounts.  If projected  undiscounted future lease
revenues plus residual values are less than the carrying value of the equipment,
a loss on  revaluation  is recorded.  No reductions  to the  equipment  carrying
values were required for the years ended December 31, 1999, 1998, or 1997.

As of December 31, 1999, the General  Partner  estimated the current fair market
value  of the  Partnership's  equipment  portfolio,  including  interest  in the
equipment owned by a USPE, to be $21.1 million. This estimate is based on recent
market  transactions  for  equipment  similar  to  the  Partnership's  equipment
portfolio  and the  Partnership's  interest  in  equipment  owned  by the  USPE.
Ultimate  realization  of  fair  market  value  by the  Partnership  may  differ
substantially from the estimate due to specific market conditions, technological
obsolescence,  and government regulations,  among other factors that the General
Partner cannot accurately predict.

(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 original  partners are permitted under the
terms of the  limited  partnership  agreement.  As of  December  31,  1999,  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, 1999, the Partnership  generated $2.8 million in
operating cash (net cash provided by operating  activities less investments in a
USPE to fund its  operations) to meet its operating  obligations,  but also used
undistributed  available  cash from prior  periods  and asset sale  proceeds  of
approximately $1.7 million to maintain the level of distributions (total in 1999
of $4.5 million) to the partners.

During the year ended  December 31, 1999,  the  Partnership  sold or disposed of
marine containers,  trailers, and railcars,  with an aggregate net book value of
$0.4 million, for proceeds of $0.7 million.

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. Although  distribution levels may be reduced,  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.



<PAGE>


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

(1)  Comparison of the Partnership's Operating Results for the Years Ended
December 31, 1999 and 1998

(a)  Owned Equipment Operations

Lease  revenues  less direct  expenses  (defined as repair and  maintenance  and
asset-specific  insurance expenses) on owned equipment decreased during the year
ended  December 31,  1999,  when  compared to the same period of 1998.  Gains or
losses from the sale of equipment and certain  expenses such as depreciation and
amortization and general and  administrative  expenses relating to the operating
segments (see Note 5 to the audited financial  statements),  are not included in
the owned  equipment  operation  discussion  because  they are more  indirect in
nature,  not a result of operations but more the result of owning a portfolio of
equipment.  The following  table presents lease revenues less direct expenses by
segment (in thousands of dollars):

                                              For the Years Ended
                                                  December 31,
                                              1999             1998
                                             ----------------------------
  Railcars                                  $  2,571            2,991
  Trailers                                     1,540            2,074
  Marine containers                              160              246
  Aircraft                                        --               47

Railcars:  Railcar lease revenues and direct expenses were $3.6 million and $1.0
million,  respectively,  for 1999,  compared to $4.2  million and $1.2  million,
respectively, during 1998. Lease revenue decreased approximately $0.4 million in
1999, compared to the same period of 1998, due to a group of railcars coming off
lease in 1999. In addition,  lease revenue decreased  approximately $0.3 million
due to the sale of railcars in 1999 and 1998.  The decrease in lease revenue was
offset, in part, by an approximately  $0.1 million increase in lease revenue due
to higher  re-lease  rates  earned in 1999  compared to the same period in 1998.
Direct  expenses  decreased due to higher  running  repairs  required on certain
railcars in 1998, which were not needed during the same period in 1999.

Trailers:  Trailer lease revenues and direct expenses were $2.2 million and $0.7
million,  respectively,  for 1999,  compared to $2.8  million and $0.7  million,
respectively,  during 1998. Lease revenue decreased  approximately  $0.8 million
from 1998 to 1999 primarily due to the sale and  disposition of trailers  during
1998 and 1999,  which was offset by an increase of  approximately  $0.2  million
from 1998 to 1999 due to higher  utilization  for the  remaining  fleet.  Direct
expenses increased slightly due to higher marketing expenses in 1999 compared to
1998.

Marine containers: Marine container lease revenues was $0.2 million for 1999 and
1998.  The  decrease  in lease  revenue was  primarily  due to a group of marine
containers coming off lease during 1999.

Aircraft:  Aircraft  lease  revenues and direct  expenses  were $0.1 million and
$36,000,  respectively,  for the year ended December 31, 1998. The Partnership's
remaining wholly-owned aircraft was sold in 1998.

(b)  Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses of $3.3 million for the year ended  December 31, 1999,
decreased from $4.0 million for the same period of 1998.  Significant  variances
are explained as follows:

     (i) A $0.5  million  decrease  in  depreciation  expense  from 1998  levels
reflects the effect of asset sales in 1999 and 1998.

     (ii) A $0.2 million  decrease in general and  administrative  expenses from
1998 levels due to reduced office expenses and professional services required by
the Partnership, resulting from the reduced equipment portfolio.

     (iii) A $0.1 million decrease in management fees to affiliates reflects the
lower levels of lease revenues in the year ended December 31, 1999,  compared to
the same period in 1998.

     (iv)The $0.1  million  increase in bad debt expense was due to the recovery
of an  outstanding  receivable  in the year ended  December 31,  1998,  that had
previously been reserved for as a bad debt. A similar  recovery did not occur in
1999.

(c)   Interest and Other Income

Interest and other income decreased $0.1 million in interest income due to lower
average cash balances in 1999 compared to 1998.

(d)  Net Gain on Disposition of Owned Equipment

Net gain on  disposition  of  equipment  for the year ended  December  31,  1999
totaled  $0.3  million,  which  resulted  from the sale or  disposal  of  marine
containers,  trailers,  and  railcars,  with an aggregate net book value of $0.4
million, for aggregate proceeds of $0.7 million. For the year ended December 31,
1998, the $6.0 million net gain on  disposition  of equipment  resulted from the
sale or disposal of aircraft, marine containers, trailers, and railcars, with an
aggregate  net book  value  of $1.9  million,  for  aggregate  proceeds  of $7.9
million.

(e)  Equity in Net Loss of USPEs

Equity in net loss of  unconsolidated  special-purpose  entities  represents the
Partnership's   share  of  the  net  loss   generated   from  the  operation  of
jointly-owned  assets  accounted  for under the equity method (see Note 4 to the
financial statements).

As of December 31, 1999, the Partnership owned a 50% interest in an entity which
owns a commercial  aircraft  that was off lease during the years ended  December
31, 1999 and 1998.  The  Partnership's  share of revenues and expenses were $0.1
million and $0.5  million,  respectively,  for 1999 compared to expenses of $1.5
million,  for 1998.  Revenues  increased  $0.1  million in 1999 due to a deposit
received for the proposed  sale of the  Partnership's  50% interest in an entity
which  owns  a  commercial  aircraft,  was  defaulted  on  and  the  Partnership
recognized  it as  income.  A  similar  event  did not  occur in 1998.  Expenses
decreased due to repairs  required during 1998,  which were not required for the
same  period in 1999.  During the year ended  December  31,  1998,  the  General
Partner sold for  approximately  its book value the Partnership's 23% investment
in an entity that owned an aircraft.

(f)  Net Income

As a result of the foregoing,  the Partnership's net income for the period ended
December  31,  1999 was $0.9  million,  compared  to net income of $6.0  million
during  the same  period in 1998.  The  Partnership's  ability  to  operate  and
liquidate assets,  secure leases,  and re-lease those assets whose leases expire
during  the  life  of the  Partnership  is  subject  to  many  factors,  and the
Partnership's performance in the year ended December 31, 1999 is not necessarily
indicative  of  future  periods.  In the  year  ended  December  31,  1999,  the
Partnership  distributed  $4.3  million to the  limited  partners,  or $0.58 per
weighted-average depositary unit.

(2)  Comparison  of the  Partnership's  Operating  Results  for the Years  Ended
December 31, 1998 and 1997

(a)  Owned Equipment Operations

Lease  revenues  less direct  expenses  (defined as repair and  maintenance  and
asset-specific  insurance expenses) on owned equipment decreased during the year
ended  December 31,  1998,  when  compared to the same period of 1997.  Gains or
losses from the sale of equipment and certain  expenses such as depreciation and
amortization and general and  administrative  expenses relating to the operating
segments (see Note 5 to the audited financial  statements),  are not included in
the owned equipment

<PAGE>


operation  discussion  because they are more indirect in nature, not a result of
operations but more the result of owning a portfolio of equipment. The following
table presents  lease revenues less direct  expenses by segment (in thousands of
dollars):

                                           For the Years Ended
                                              December 31,
                                           1998             1997
                                        ----------------------------
  Railcars                               $  2,991        $  3,251
  Trailers                                  2,074           2,787
  Marine containers                           246             666
  Aircraft                                     47           1,848

Railcars:  Railcar lease revenues and direct expenses were $4.2 million and $1.2
million,  respectively,  for 1998,  compared to $4.5  million and $1.2  million,
respectively,  during 1997. Lease revenues decreased due to the sale of railcars
in 1998 and 1997.

Trailers:  Trailer lease revenues and direct expenses were $2.8 million and $0.7
million,  respectively,  for 1998,  compared to $3.5  million and $0.7  million,
respectively, during 1997. The decrease in net contribution was primarily due to
the sale of trailers in 1998 and 1997.  Although the number of trailers has been
declining,  the Partnership  incurred higher expenses for trailers  operating in
the short-line railroad system in 1998 compared to 1997.

Marine  containers:  Marine  container lease revenues were $0.2 million and $0.7
million for 1998 and 1997,  respectively.  The number of marine containers owned
by the  Partnership  has been declining over the past two years due to sales and
dispositions.  The result of the  declining  fleet has been a decrease in marine
container revenue.

Aircraft:  Aircraft  lease  revenues and direct  expenses  were $0.1 million and
$36,000,  respectively,  for 1998,  compared to $1.9  million and $0.1  million,
respectively,  for 1997.  Aircraft  contribution  decreased in 1998, compared to
1997, due to the sale of the remaining aircraft fleet in 1998 and 1997.

(b)  Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses of $4.0 million for the year ended  December 31, 1998,
decreased from $7.5 million for the same period of 1997.  Significant  variances
are explained as follows:

  (i) A $2.0 million  decrease in depreciation  and  amortization  expenses from
1997 levels reflects the effect of asset sales in 1997 and 1998.

 (ii) A $0.6 million  decrease in interest  expense was due to the  repayment of
the Partnership's outstanding debt during 1998.

     (iii) A $0.4 million decrease in bad debt expense was due to a $0.1 million
decrease in reserves for a certain  lessee,  resulting  from the  application of
security  deposits  against  uncollected  outstanding  receivables,  and a  $0.3
million decrease in bad debt expense due to the General Partner's  evaluation of
the collectibility of receivables due from certain lessees.

 (iv) A $0.3 million  decrease in  administrative  expenses from 1997 levels was
due to  reduced  office  expenses  and  professional  services  required  by the
Partnership, resulting from the reduced equipment portfolio.

     (v) A $0.2 million  decrease in management fees to affiliates  reflects the
lower levels of lease revenues in the year ended December 31, 1998,  compared to
the same period in 1997.

(c)  Net Gain on Disposition of Owned Equipment

Net gain on  disposition  of  equipment  for the year ended  December  31,  1998
totaled  $6.0  million,  which  resulted  from the sale or disposal of aircraft,
marine containers,  trailers, and railcars,  with an aggregate net book value of
$1.9  million,  for  aggregate  proceeds  of $7.9  million.  For the year  ended
December  31,  1997,  the $1.9  million  net gain on  disposition  of  equipment
resulted from the sale or disposal of aircraft, marine containers, trailers, and
railcars,  with an  aggregate  net book  value of $3.2  million,  for  aggregate
proceeds of $5.1 million.

(d)  Equity in Net Loss of USPEs

Net loss  generated  from the operation of  jointly-owned  assets  accounted for
under  the  equity  method is shown in the  following  table  (in  thousands  of
dollars):

                              For the Years Ended
                                 December 31,
                              1998              1997
                          -----------------------------
  Aircraft               $  (1,484 )        $  (519 )

Aircraft:  As of December 31, 1998, the Partnership owned a 50% investment in an
entity that owns a  commercial  aircraft.  Expenses  were $1.5 million for 1998,
compared  to  revenues  and   expenses  of  $0.2   million  and  $0.7   million,
respectively,  for 1997. The Partnership's  share of revenues  decreased in 1998
due to the sale of its 50% investment in an entity that owned an aircraft engine
in the third quarter of 1997. The Partnership's  share of expenses increased due
to repairs  required during 1998, which were not required for the same period in
1997.   During  the  first  quarter  of  1998,  the  General  Partner  sold  for
approximately  its book value the Partnership's 23% investment in an entity that
owned an aircraft.  The aircraft in the Partnership's  remaining  interest in an
entity which owns an aircraft was off-lease during 1997 and 1998.

(e)  Net Income

As a result of the foregoing,  the Partnership's net income for the period ended
December  31,  1998 was $6.0  million,  compared  to net income of $2.7  million
during  the same  period in 1997.  The  Partnership's  ability  to  operate  and
liquidate assets,  secure leases,  and re-lease those assets whose leases expire
during  the  life  of the  Partnership  is  subject  to  many  factors,  and the
Partnership's performance in the year ended December 31, 1998 is not necessarily
indicative  of  future  periods.  In the  year  ended  December  31,  1998,  the
Partnership  distributed  $8.1  million to the  limited  partners,  or $1.09 per
weighted-average depositary unit.

(E)  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 U.S. 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 U.S. 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 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 U.S.-domiciled lessees consists of
trailers and  railcars.  During  1999,  lease  revenues  generated by wholly and
partially  owned  equipment in the United States  accounted for 73% of the lease
revenues,  while net  operating  income  accounted  for $1.3 million of the $0.9
million aggregate net income for the Partnership.  The Partnership sold trailers
and railcars in this region for an aggregate net gain of $0.3 million in 1999.

The  Partnership's  equipment leased to  Canadian-domiciled  lessees consists of
railcars.  During 1999,  lease revenues  generated by wholly and partially owned
equipment  in  Canada  accounted  for 24% of the lease  revenues,  while the net
operating  income  accounted for $0.8 million of the $0.9 million  aggregate net
income for the  Partnership.  The Partnership sold railcars in this region for a
net gain of $0.1 million in 1999.

The  Partnership's  investment  in  equipment  owned  by a USPE  in  South  Asia
accounted for none of the Partnership's  lease revenue from wholly and partially
owned equipment.  This equipment  resulted in a $0.4 million of net loss, due to
the aircraft being off lease in 1999.

In 1999, marine containers,  which were leased in various regions throughout the
year,  accounted for 3% of the lease  revenues  from wholly and partially  owned
equipment.  This  equipment  resulted  in $0.3  million of the net loss in 1999,
primarily due to a group of marine containers coming off lease during 1999.

(F) Effects of Year 2000

As of March 6, 2000, the  Partnership has not experienced any material Year 2000
(Y2K)  issues  with  either  its  internally  developed  software  or  purchased
software.  In addition, to date the Partnership has not been impacted by any Y2K
problems that may have impacted our customers and suppliers. The General Partner
continues to monitor its systems for any potential Y2K issues.

(G)  Inflation

Inflation had no significant impact on the Partnership's operations during 1999,
1998, or 1997.

(H)  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.

(I)  Outlook for the Future

Since the Partnership is in its active  liquidation  phase,  the General Partner
will be seeking to  selectively  re-lease or sell assets as the existing  leases
expire.  Sale decisions will cause the operating  performance of the Partnership
to decline over the remainder of its life.  Throughout the remaining life of the
Partnership,  the Partnership may periodically make special distributions to the
partners as asset sales are completed.

Several factors may affect the Partnership's  operating  performance in 2000 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 and investment in USPE 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 2000 and beyond includes:

1. The Partnership's remaining aircraft that, it jointly owns with an affiliated
Partnership,  has been  off-lease  for over two years.  This  aircraft  required
extensive  repairs and  maintenance  and has had difficulty  being  re-leased or
sold. This aircraft will remain off-lease until it is sold.

2. The General Partner  continues to seek a lessee for the Partnership's 75 mill
gondola  railcars,  which have remained off lease since May of 1999.  Demand for
these  particular  mill  gondolas  has been weak,  as they are older,  low cubic
capacity, and low-sided railcars.

3. Demand for the Partnership's refrigerated marine containers has been weak, as
they are older  containers.  These marine containers are currently off lease and
the General Partner plans to dispose of these containers.

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 unpredicability of these factors, or of
their  occurrence,  makes it difficult for the General Partner to clearly define
trends or  influences  that may  impact  the  performance  of the  Partnership's
equipment.  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.

The  Partnership  intends  to use cash  flow  from  operations  to  satisfy  its
operating requirements and pay cash distributions to the partners.

(1)  Repricing Risk

Certain of the Partnership's  trailers,  railcars, and marine containers will be
remarketed in 2000 as existing  leases expire,  exposing the Partnership to some
repricing risk/opportunity.  Additionally, the General Partner may elect to sell
certain  underperforming  equipment or equipment whose  continued  operation may
become prohibitively  expensive.  In either case, 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 United States 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.  Under U.S.
Federal Aviation  Regulations,  after December 31, 1999, no person shall operate
an aircraft to or from any airport in the  contiguous  United States unless that
aircraft has been shown to comply with Stage III noise levels. The Partnership's
remaining  Stage II aircraft is currently  off-lease and is scheduled to be sold
in the year 2000. Furthermore,  the Federal Railroad Administration has mandated
that effective July 1, 2000, all jacketed and non-jacketed tank railcars must be
re-qualified to insure tank shell integrity.  Tank shell thickness,  weld seams,
and weld attachments must be inspected and repaired if necessary to re-qualify a
tank railcar for  service.  The average  cost of this  inspection  is $1,800 for
non-jacketed tank railcars and $3,600 for jacketed tank railcars,  not including
any necessary repairs.  This inspection is to be performed at the next scheduled
tank test.

(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 make distributions to the partners.  Although the General Partner intends to
maintain a sustainable level of distributions  prior to final liquidation of the
Partnership, actual Partnership performance and other considerations may require
adjustments to existing  distribution  levels. 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.

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. Although distribution levels may be reduced in the future, significant
asset sales may result in potential 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 1999, 27% of the  Partnership's  total lease revenues from wholly-
and  partially-owned  equipment came from non-United  States domiciled  lessees.
Most of the leases require  payment in United States (U.S.)  currency.  If these
lessees currency devalues against the U.S. dollar, the lessees could potentially
encounter difficulty in making the U.S.
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 14(a) of this Annual Report on Form 10-K.

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

None.


















                     (This space intentionally left blank.)












<PAGE>


                                    PART III

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

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

Name                                     Age     Position
---------------------------------------- ------- ------------------------------------------------------------------

<S>                                      <C>     <C>
Robert N. Tidball                        61      Chairman of the Board, Director, President, and Chief Executive
                                                 Officer, PLM International, Inc.;
                                                 Director, PLM Financial Services, Inc.;
                                                 Vice President, PLM Railcar Management Services, Inc.;
                                                 President, PLM Worldwide Management Services Ltd.

Randall L.-W. Caudill                    52      Director, PLM International, Inc.

Douglas P. Goodrich                      53      Director and Senior Vice President, PLM International, Inc.;
                                                 Director and President, PLM Financial Services, Inc.; President,
                                                 PLM Transportation Equipment Corporation; President, PLM Railcar
                                                 Management Services, Inc.

Warren G. Lichtenstein                   34      Director, PLM International, Inc.

Howard M. Lorber                         51      Director, PLM International, Inc.

Harold R. Somerset                       64      Director, PLM International, Inc.

Robert L. Witt                           59      Director, PLM International, Inc.

Robin L. Austin                          53      Vice President, Human Resources, PLM International, Inc. and PLM
                                                 Financial Services, Inc.

Stephen M. Bess                          53      President, PLM Investment Management, Inc.; Vice President and
                                                 Director, PLM Financial Services, Inc.

Richard K Brock                          37      Vice President and Chief Financial Officer, PLM International,
                                                 Inc. and PLM Financial Services, Inc.

Susan C. Santo                           37      Vice President, Secretary, and General Counsel, PLM
                                                 International, Inc. and PLM Financial Services, Inc.
</TABLE>


Robert N.  Tidball  was  appointed  Chairman  of the  Board in  August  1997 and
President and Chief Executive Officer of PLM International in March 1989. At the
time of his  appointment  as  President  and  Chief  Executive  Officer,  he was
Executive Vice President of PLM International.  Mr. Tidball became a director of
PLM International in April 1989.
 Mr.  Tidball was appointed a Director of PLM Financial  Services,  Inc. in July
1997 and was elected President of PLM Worldwide  Management  Services Limited in
February 1998. He has served as an officer of PLM Railcar  Management  Services,
Inc.  since June 1987. Mr. Tidball was Executive Vice President of Hunter Keith,
Inc., a  Minneapolis-based  investment  banking firm, from March 1984 to January
1986.  Prior to  Hunter  Keith,  he was Vice  President,  General  Manager,  and
Director  of North  American  Car  Corporation  and a director  of the  American
Railcar Institute and the Railway Supply Association.

Randall L.-W.  Caudill was elected to the Board of Directors in September  1997.
He is  President  of  Dunsford  Hill  Capital  Partners,  a San  Francisco-based
financial  consulting firm serving emerging growth companies.  Prior to founding
Dunsford  Hill Capital  Partners,  Mr.  Caudill held senior  investment  banking
positions at Prudential  Securities,  Morgan Grenfell Inc., and The First Boston
Corporation. Mr. Caudill also serves as a director of Northwest Biotherapeutics,
Inc., VaxGen, Inc., SBE, Inc., and RamGen, Inc.

Douglas  P.  Goodrich  was  elected  to the  Board of  Directors  in July  1996,
appointed  Senior  Vice  President  of PLM  International  in  March  1994,  and
appointed Director and President of PLM Financial  Services,  Inc. in June 1996.
Mr.  Goodrich  has also served as Senior Vice  President  of PLM  Transportation
Equipment Corporation since July 1989 and as President of PLM Railcar Management
Services,  Inc. since September 1992,  having been a Senior Vice President since
June 1987.  Mr.  Goodrich was an executive  vice  president of G.I.C.  Financial
Services  Corporation of Chicago,  Illinois, a subsidiary of Guardian Industries
Corporation, from December 1980 to September 1985.

Warren G.  Lichtenstein  was elected to the Board of Directors in December 1998.
Mr.  Lichtenstein  is the Chief  Executive  Officer of Steel  Partners II, L.P.,
which is PLM International's  largest  shareholder,  currently owning 16% of the
Company's common stock. Additionally,  Mr. Lichtenstein is Chairman of the Board
of Aydin Corporation,  a NYSE-listed defense  electronics  concern, as well as a
director of Gateway  Industries,  Rose's Holdings,  Inc., and Saratoga  Beverage
Group,  Inc. Mr.  Lichtenstein is a graduate of the University of  Pennsylvania,
where he received a Bachelor of Arts degree in economics.

Howard M.  Lorber was elected to the Board of  Directors  in January  1999.  Mr.
Lorber is President and Chief Operating  Officer of New Valley  Corporation,  an
investment banking and real estate concern. He is also Chairman of the Board and
Chief  Executive  Officer  of  Nathan's  Famous,  Inc.,  a  fast  food  company.
Additionally,  Mr. Lorber is a director of United Capital  Corporation and Prime
Hospitality  Corporation and serves on the boards of several  community  service
organizations.  He is a graduate of Long Island University,  where he received a
Bachelor  of Arts  degree and a Masters  degree in  taxation.  Mr.  Lorber  also
received charter life  underwriter and chartered  financial  consultant  degrees
from the American  College in Bryn Mawr,  Pennsylvania.  He is a trustee of Long
Island University and a member of the Corporation of Babson College.

Harold R. Somerset was elected to the Board of Directors of PLM International in
July 1994.  From February 1988 to December 1993, Mr.  Somerset was President and
Chief Executive  Officer of California & Hawaiian Sugar Corporation (C&H Sugar),
a subsidiary of Alexander & Baldwin,  Inc. Mr. Somerset joined C&H Sugar in 1984
as Executive Vice President and Chief  Operating  Officer,  having served on its
Board of Directors  since 1978.  Between 1972 and 1984, Mr.  Somerset  served in
various  capacities  with  Alexander & Baldwin,  Inc., a publicly  held land and
agriculture company headquartered in Honolulu,  Hawaii, including Executive Vice
President of Agriculture  and Vice President and General  Counsel.  Mr. Somerset
holds a law  degree  from  Harvard  Law  School  as well as a  degree  in  civil
engineering  from the  Rensselaer  Polytechnic  Institute and a degree in marine
engineering from the U.S. Naval Academy.  Mr. Somerset also serves on the boards
of directors for various other companies and organizations, including Longs Drug
Stores, Inc., a publicly held company.

Robert L. Witt was elected to the Board of Directors  in June 1997.  Since 1993,
Mr. Witt has been a principal with WWS  Associates,  a consulting and investment
group specializing in start-up situations and private  organizations about to go
public.  Prior to that, he was Chief Executive Officer and Chairman of the Board
of Hexcel  Corporation,  an international  advanced materials company with sales
primarily in the aerospace,  transportation, and general industrial markets. Mr.
Witt also serves on the boards of  directors  for various  other  companies  and
organizations.

Robin  L.  Austin  became  Vice  President,  Human  Resources  of PLM  Financial
Services,  Inc. in 1984, having served in various capacities with PLM Investment
Management,  Inc., including Director of Operations, from February 1980 to March
1984.  From June 1970 to September 1978, Ms. Austin served on active duty in the
United  States Marine Corps and served in the United States Marine Corp Reserves
from 1978 to 1998.  She retired as a Colonel of the United  States  Marine Corps
Reserves  in 1998.  Ms.  Austin  has  served  on the Board of  Directors  of the
Marines'  Memorial  Club  and is  currently  on the  Board of  Directors  of the
International Diplomacy Council.

Stephen M. Bess was appointed a Director of PLM Financial Services, Inc. in July
1997.  Mr. Bess was appointed  President of PLM Investment  Management,  Inc. in
August  1989,   having  served  as  Senior  Vice  President  of  PLM  Investment
Management,  Inc. beginning in February 1984 and as Corporate  Controller of PLM
Financial Services, Inc. beginning in October 1983. Mr. Bess served as Corporate
Controller  of  PLM,  Inc.  beginning  in  December  1982.  Mr.  Bess  was  Vice
President-Controller  of Trans Ocean Leasing  Corporation,  a container  leasing
company, from November 1978 to November 1982, and Group Finance Manager with the
Field  Operations  Group of Memorex  Corporation,  a  manufacturer  of  computer
peripheral equipment, from October 1975 to November 1978.

Richard K Brock was appointed Vice President and Chief Financial  Officer of PLM
International  and PLM Financial  Services,  Inc. in January 2000,  after having
served as Acting CFO since June 1999.  Mr. Brock served as Corporate  Controller
of PLM International and PLM Financial Services, Inc. beginning in June 1997, as
Director of Planning and General  Accounting  beginning in February 1994, and as
an  accounting  manager  beginning in September  1991.  Mr. Brock was a division
controller of Learning Tree International,  a technical education company,  from
February 1988 through July 1991.

Susan C. Santo  became Vice  President,  Secretary,  and General  Counsel of PLM
International and PLM Financial Services,  Inc. in November 1997. She has worked
as an  attorney  for PLM  International  since  1990 and  served  as its  Senior
Attorney since 1994.  Previously,  Ms. Santo was engaged in the private practice
of law in San  Francisco.  Ms. Santo  received her J.D.  from the  University of
California, Hastings College of the Law.

The directors of PLM  International,  Inc. are elected for a three-year term and
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  International  Inc. or 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, 1999.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     (A) Security Ownership of Certain Beneficial Owners

         The  General  Partner is  generally  entitled  to a 5%  interest in the
         profits and losses and  distributions  of the  Partnership,  subject to
         certain allocations of income. As of December 31, 1999, 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

         Table 3, below,  sets forth, as of the date of this report,  the amount
         and the  percent  of the  Partnership's  outstanding  depositary  units
         beneficially  owned by each  director  and  executive  officer  and all
         directors and executive  officers as a group of the General Partner and
         its affiliates:

                                     TABLE 3


         Name                           Depositary Units        Percent of Units

         Robert N. Tidball                    400                     *

         All directors and officers
         as a group (1 person)                400                     *


         * Less than 1% of the depositary units outstanding.



<PAGE>


ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Transactions with Management and Others

         During 1999, management fees to IMI were $0.3 million. During 1999, the
         Partnership   reimbursed  FSI  and  its  affiliates  $0.3  million  for
         administrative  services  and data  processing  expenses  performed  on
         behalf of the Partnership.

         During  1999,  the  Partnership's  proportional  share  of  the  USPE's
         administrative services and data processing expenses paid or accrued to
         FSI or its affiliates was $6,000.


















                     (This space intentionally left blank.)













<PAGE>


                                     PART IV

ITEM 14. 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.

     (B) Reports on Form 8-K

              None.

     (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.

        10.2  $35,000,000 Note Agreement dated as of March 1, 1994, incorporated
              by reference to the Partnership's Annual Report on Form 10-K filed
              with the Securities and Exchange Commission on March 27, 1995.

        24.   Powers of Attorney.


<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.


Date:  March 6, 2000           PLM EQUIPMENT GROWTH FUND II
                               PARTNERSHIP

                               By:      PLM Financial Services, Inc.
                                        General Partner


                               By:      /s/Douglas P. Goodrich
                                        Douglas P. Goodrich
                                        President and Director



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


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


*_____________________
Robert N. Tidball        Director, FSI                    March 6, 2000


*_____________________
Douglas P. Goodrich      Director, FSI                    March 6, 2000


*_____________________
Stephen M. Bess          Director, FSI                    March 6, 2000



* Susan C. Santo,  by signing her name hereto does sign this  document on behalf
of the persons  indicated  above pursuant to powers of attorney duly executed by
such persons and filed with the Securities and Exchange Commission.



/s/Susan C. Santo
----------------------
Susan C. Santo
Attorney-in-Fact


<PAGE>


                          PLM EQUIPMENT GROWTH FUND II
                              A Limited Partnership
                          INDEX TO FINANCIAL STATEMENTS

                                  (Item 14(a))


                                                                            Page

Independent auditors' report                                                 26

Balance sheets as of December 31, 1999 and 1998                              27

Statements of income for the years ended
    December 31, 1999, 1998, and 1997                                        28

Statements of changes in partners' capital for the years
     ended December 31, 1999, 1998, and 1997                                 29

Statements of cash flows for the years ended
     December 31, 1999, 1998, and 1997                                       30

Notes to financial statements                                             31-39


All other  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  financial  statements of PLM Equipment Growth
Fund II (the  Partnership) as listed in the accompanying  index to the financial
statements.   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 have  conducted our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

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 financial position of PLM Equipment Growth Fund II as
of December 31, 1999 and 1998,  and the results of its  operations  and its cash
flows for each of the years in the three-year period ended December 31, 1999, in
conformity with generally accepted accounting principles.




SAN FRANCISCO, CALIFORNIA
March 6, 2000



<PAGE>



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

<TABLE>
<CAPTION>


                                                                                      1999                 1998
                                                                                  ---------------------------------
  ASSETS

  <S>                                                                             <C>                  <C>
  Equipment held for operating lease, at cost                                     $   32,487           $   36,212
  Less accumulated depreciation                                                      (25,815)             (27,223)
                                                                                  ---------------------------------
      Net equipment                                                                    6,672                8,989

  Cash and cash equivalents                                                              894                1,986
  Accounts receivable, less allowance for doubtful
      accounts of $107 in 1999 and $91 in 1998                                           877                  975
  Investment in an unconsolidated special-purpose entity                                 368                  494
  Prepaid expenses and other assets                                                       47                   30
                                                                                  --------------------------------

        Total assets                                                              $    8,858           $   12,474
                                                                                  =================================

  LIABILITIES AND PARTNERS' CAPITAL

  Liabilities

  Accounts payable and accrued expenses                                           $      352           $      352
  Due to affiliates                                                                       67                   83
  Lessee deposits and reserve for repairs                                                783                  772
                                                                                  ---------------------------------
     Total liabilities                                                                 1,202                1,207
                                                                                  ---------------------------------

  Partners' capital
  Limited partners (7,381,805 depositary units as of
     December 31, 1999 and 1998)                                                       7,656               11,267
  General Partner                                                                         --                   --
                                                                                  ---------------------------------
      Total partners' capital                                                          7,656               11,267
                                                                                  ---------------------------------

        Total liabilities and partners' capital                                   $    8,858           $   12,474
                                                                                  =================================

</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>


                                                                             1999            1998           1997
                                                                         --------------------------------------------
  REVENUES

  <S>                                                                    <C>             <C>             <C>
  Lease revenue                                                          $    5,949      $    7,355      $  10,583
  Interest and other income                                                      90             222            243
  Net gain on disposition of equipment                                          328           5,990          1,922
                                                                         --------------------------------------------
     Total revenues                                                           6,367          13,567         12,748

  Expenses

  Depreciation and amortization                                               1,933           2,413          4,407
  Repairs and maintenance                                                     1,537           1,890          1,959
  Equipment operating expenses                                                  120              65             --
  Insurance expense                                                              42              82            115
  Management fees to affiliate                                                  295             369            518
  Interest expense                                                               --              47            650
  General and administrative expenses to affiliate                              271             428            575
  Other general and administrative expenses                                     757             807            934
  Provision for (recovery of) bad debt                                           30             (49)           376
                                                                         --------------------------------------------
     Total expenses                                                           4,985           6,052          9,534

  Equity in net loss of unconsolidated
      special-purpose entities                                                 (448)         (1,484)          (519)
                                                                         --------------------------------------------

        Net income                                                       $      934      $    6,031      $   2,695
                                                                         ============================================

  PARTNERS' SHARE OF NET INCOME

  Limited partners                                                       $      707      $    5,606      $   2,196
  General Partner                                                               227             425            499
                                                                         --------------------------------------------

        Total                                                            $      934      $    6,031      $   2,695
                                                                         ============================================

  Net income per weighted-average depositary unit                        $     0.10      $     0.76      $    0.30
                                                                         ============================================
  Cash distribution                                                      $    4,545      $    4,604      $   6,216
  Special cash distribution                                                      --           3,885             --
                                                                         --------------------------------------------
  Total distribution                                                     $    4,545      $    8,489      $   6,216
                                                                         ============================================
  Per weighted-average depositary unit:
  Cash distribution                                                      $     0.58      $     0.59      $    0.80
  Special cash distribution                                                      --            0.50             --
                                                                         --------------------------------------------
  Total distribution                                                     $     0.58      $     1.09      $    0.80
                                                                         ============================================

</TABLE>




                 See accompanying notes to financial statements.


<PAGE>




                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
                            (in thousands of dollars)
<TABLE>
<CAPTION>


                                                                  Limited            General
                                                                 Partners            Partner            Total
                                                                --------------------------------------------------

  <S>                                                           <C>                 <C>               <C>
    Partners' capital (deficit) as of December 31, 1996         $   17,434          $   (188)         $   17,246

  Net income                                                         2,196               499               2,695

  Cash distribution                                                 (5,905)             (311)             (6,216)
                                                               ---------------------------------------------------
    Partners' capital as of December 31, 1997                       13,725                --              13,725

  Net income                                                         5,606               425               6,031

  Cash distribution                                                 (4,373)             (231)             (4,604)

  Special cash distribution                                         (3,691)             (194)             (3,885)
                                                               ---------------------------------------------------
    Partners' capital as of December 31, 1998                       11,267                --              11,267

  Net income                                                           707               227                 934

  Cash distribution                                                 (4,318)             (227)             (4,545)
                                                                ---------------------------------------------------

    Partners' capital as of December 31, 1999                   $    7,656                --          $    7,656
                                                                ===================================================
</TABLE>


























                 See accompanying notes to financial statements.


<PAGE>



                          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                                                       1999            1998            1997
                                                                         --------------------------------------------
  <S>                                                                    <C>             <C>             <C>
  Net income                                                             $      934      $    6,031      $    2,695
  Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
    Depreciation and amortization                                             1,933           2,413           4,407
    Net gain on disposition of equipment                                       (328)         (5,990)         (1,922)
    Equity in net loss of unconsolidated special-purpose
        entities                                                                448           1,484             519
    Changes in operating assets and liabilities:
      Restricted cash                                                            --             395            (100)
      Accounts receivable, net                                                  125             684            (277)
      Prepaid expenses and other assets                                         (17)             19             960
      Accounts payable and accrued expenses                                      --             (13)            (47)
      Due to affiliates                                                         (16)           (112)             85
      Lessee deposits and reserve for repairs                                    11          (1,074)           (954)
                                                                         --------------------------------------------
        Net cash provided by operating activities                             3,090           3,837           5,366
                                                                         --------------------------------------------

  Investing activities
  Proceeds from disposition of equipment                                        691           7,880           5,089
  Distribution from liquidation of unconsolidated
      special-purpose entities                                                   --           1,425              --
  Additional investments in unconsolidated special-purpose
      entities                                                                 (322)           (723)         (1,145)
  Payments for capital improvements                                              (6)            --              --
                                                                         --------------------------------------------
        Net cash provided by investing activities                               363           8,582           3,944
                                                                         --------------------------------------------

  Financing activities
  Principal payments on notes payable                                            --          (2,500)        (10,500)
  Cash distribution paid to limited partners                                 (4,318)         (8,064)         (5,905)
  Cash distribution paid to General Partner                                    (227)           (425)           (311)
                                                                         --------------------------------------------
        Net cash used in financing activities                                (4,545)        (10,989)        (16,716)
                                                                         --------------------------------------------

  Net (decrease) increase in cash and cash equivalents                       (1,092)          1,430          (7,406)
  Cash and cash equivalents at beginning of year                              1,986             556           7,962
                                                                         --------------------------------------------
  Cash and cash equivalents at end of year                               $      894      $    1,986      $      556
                                                                         ============================================

  Supplemental information
  Interest paid                                                          $       --      $       47      $      653
                                                                         ============================================

</TABLE>








                 See accompanying notes to financial statements.


<PAGE>


                          PLM EQUIPMENT GROWTH FUND II
                              A LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

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.  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,  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.  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  accompanying  financial  statements  have been prepared on the accrual
     basis of  accounting  in  accordance  with  generally  accepted  accounting
     principles. 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  leased  asset is
     recorded at cost and  depreciated  over its estimated  useful life.  Rental
     payments  are recorded as revenue  over the lease term.  Lease  origination
     costs are capitalized and amortized over the term of the lease.

     DEPRECIATION AND AMORTIZATION

     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 most other types of equipment.



<PAGE>


                          PLM EQUIPMENT GROWTH FUND II
                              A LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

1.   BASIS OF PRESENTATION (CONTINUED)

     DEPRECIATION AND AMORTIZATION (CONTINUED)

     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.  Lease  negotiation  fees were amortized
     over the initial  equipment  lease term. Debt issuance costs were amortized
     over the term of the loan for which they are paid. 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

     In  accordance  with  the  Financial   Accounting  Standards  Board  issued
     Statement No. 121,  "Accounting for the Impairment of Long-Lived Assets and
     for Long-Lived  Assets to Be Disposed Of", the General  Partner reviews the
     carrying  value  of the  Partnership's  equipment  at least  quarterly  and
     whenever circumstances indicate that the carrying value of an asset may not
     be  recoverable  in relation to expected  future market  conditions for the
     purpose of assessing  recoverability of the recorded amounts.  If projected
     undiscounted  future lease revenue plus  residual  values are less than the
     carrying  value of the equipment,  a loss on  revaluation  is recorded.  No
     reductions to the carrying  value of equipment  were required  during 1999,
     1998 or 1997.

     Equipment held for operating leases is stated at cost.

     INVESTMENTS IN UNCONSOLIDATED SPECIAL-PURPOSE ENTITIES

     The Partnership has an interest in an unconsolidated special-purpose entity
     (USPE) that owns an  aircraft.  This  interest is  accounted  for using the
     equity method.

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

     REPAIRS AND MAINTENANCE

     Repair and maintenance costs to railcars and the trailer equipment operated
     in rental yards owned and  maintained by PLM Rental,  Inc.,  the short-term
     trailer  rental  subsidiary  of PLM  International  doing  business  as PLM
     Trailer Leasing, are usually the obligation of the Partnership. Maintenance
     costs for the marine  containers are the obligation of the lessee.  If they
     are  not  covered  by  the  lessee,  they  are  generally  charged  against
     operations  as incurred.  Accrued  repairs and  maintenance  expenses for a
     specific  type of marine  container  are  included in the balance  sheet as
     reserve for repairs.

     NET INCOME AND DISTRIBUTIONS PER DEPOSITARY UNIT

     Cash  Distributions are allocated 95% to the limited partners and 5% to the
     General  Partner.  Net income is allocated to the General  Partner  through
     allocation to the extent necessary to cause the General  Partner's  capital
     account to equal zero.  Such  allocation 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
     limited partners' net income (loss) 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

<PAGE>



                          PLM EQUIPMENT GROWTH FUND II
                              A LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

1.   BASIS OF PRESENTATION (CONTINUED)

     NET INCOME AND  DISTRIBUTIONS  PER DEPOSITARY  UNIT  (CONTINUED)

     1999, the General Partner  received a special  allocation of income of $0.2
     million ($0.1 million in 1998 and $0.4 million in 1997).

     Cash distributions are recorded when paid. Cash  distributions  relating to
     the  fourth  quarter of 1999,  1998,  and 1997 of $1.1  million  ($0.15 per
     weighted-average depositary unit), $1.1 million ($0.15 per weighted-average
     depositary unit), and $1.2 million ($0.16 per  weighted-average  depositary
     unit), respectively,  were paid during the first quarter of 2000, 1999, and
     1998.

     Cash  distributions  to investors in excess of net income are  considered a
     return of  capital.  Cash  distributions  to the  limited  partners of $3.6
     million,   $2.5  million,  and  $3.7  million  in  1999,  1998,  and  1997,
     respectively, were deemed to be a return of capital.

     NET INCOME PER WEIGHTED-AVERAGE DEPOSITARY UNIT

     Net income per  weighted-average  depositary  unit was computed by dividing
     net income 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
     years ended December 31, 1999, 1998, and 1997 was 7,381,805.

     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 and cash
     equivalents  approximates fair market value due to the short-term nature of
     the investments.

     COMPREHENSIVE INCOME

     The Partnership's net income is equal to comprehensive income for the years
     ended December 31, 1999, 1998, and 1997.

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 USPEs equal to the greater of (i) 5% of Gross  Revenues  (as defined
     in the  agreement)  prior to the  payment  of any  principal  and  interest
     incurred in connection with any  indebtedness,  or (ii) 1/12 of 1/2% of the
     net book value of the equipment  portfolio subject to certain  adjustments.
     Partnership  management  fees of $0.1 million,  were payable as of December
     31,  1999 and 1998.  The  Partnership's  proportional  share of the  USPE's
     management fee expense was $0 during 1999,  1998, and 1997. The Partnership
     reimbursed  FSI and its  affiliates  $0.3 million,  $0.4 million,  and $0.6
     million in 1999, 1998, and 1997, 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 $6,000,  $12,000,  and $9,000
     during 1999, 1998 and 1997, respectively.

     As of December 31, 1999,  approximately  11% of the  Partnership's  trailer
     equipment  was in  rental  facilities  operated  by PLM  Rental,  Inc.,  an
     affiliate of the General  Partner,  doing business as PLM Trailer  Leasing.
     Rents are  reported  as revenue in  accordance  with  Financial  Accounting
     Standards Board  Statement No. 13 "Accounting for Leases".  Direct expenses
     associated  with the  equipment  are charged  directly to the  Partnership.
     Direct expenses associated with the equipment are charged

<PAGE>



                          PLM EQUIPMENT GROWTH FUND II
                              A LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

2.   TRANSACTIONS WITH GENERAL PARTNER AND AFFILIATES (CONTINUED)

     directly to the  Partnership.  An  allocation  of indirect  expenses of the
     rental yard operations is charged to the Partnership monthly.

3.   EQUIPMENT

     The  components  of owned  equipment as of December 31, were as follows (in
     thousands of dollars):

Equipment held for operating leases       1999                1998
-----------------------------------
                                       ----------------------------------

Railcars                               $   16,249           $   17,320
Trailers                                   10,606               11,884
Marine containers                           5,632                7,008
                                       ----------------------------------
                                           32,487               36,212
Less accumulated depreciation             (25,815)             (27,223)
                                       ---------------------------------
    Net equipment                      $    6,672           $    8,989
                                       ==================================

     Revenues are earned under operating  leases. A portion of the Partnership's
     marine containers are leased to operators of utilization-type leasing pools
     that include  equipment owned by unaffiliated  parties.  In such instances,
     revenues received by the Partnership  consist of a specified  percentage of
     revenues generated by leasing the equipment to sublessees,  after deducting
     certain  direct  operating  expenses  of the  pooled  equipment.  Rents for
     railcars are based on mileage traveled or a fixed rate; rents for all other
     equipment are based on fixed rates.

     As of December 31, 1999, all owned equipment in the  Partnership  portfolio
     was  either on lease or  operating  in  PLM-affiliated  short-term  trailer
     rental facilities, except for 84 railcars and 134 marine containers with an
     aggregate  net book value of $0.4  million.  As of December 31,  1998,  all
     owned  equipment  in the  Partnership  portfolio  was  either  on  lease or
     operating in PLM-affiliated  short-term trailer rental  facilities,  except
     for 6 railcars and 115 marine  containers  with an aggregate net book value
     of $0.2 million.

     The General Partner, on behalf of the Partnership,  incurred $6,000 in 1999
     in capital improvements,  but did not purchase any additional equipment, in
     accordance with the limited partnership agreement.

     During 1999,  the General  Partner  sold or disposed of marine  containers,
     trailers, and railcars owned by the Partnership, with an aggregate net book
     value of $0.4  million,  for proceeds of $0.7  million.  During  1998,  the
     General Partner sold or disposed of aircraft, marine containers,  trailers,
     and railcars owned by the Partnership,  with an aggregate net book value of
     $1.9 million, for proceeds of $7.9 million.

     There were no reductions to the carrying values of equipment in 1999, 1998,
     or 1997.

     All owned  equipment on lease is being  accounted for as operating  leases.
     Future minimum rents under  noncancelable  operating  leases as of December
     31, 1999 during each of the next five years are approximately  $2.5 million
     in 2000,  $0.8 million in 2001, $0.1 million in 2002, $0.1 million in 2003,
     $14,000  in  2004  and $0  thereafter.  Per  diem  and  short-term  rentals
     consisting of utilization rate lease payments  included in revenue amounted
     to  approximately  $2.5 million,  $3.7  million,  and $4.8 million in 1999,
     1998, and 1997, respectively.



<PAGE>


                          PLM EQUIPMENT GROWTH FUND II
                              A LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

4.   INVESTMENTS IN UNCONSOLIDATED SPECIAL-PURPOSE ENTITIES

     The following summarizes the financial  information for the special-purpose
     entities  and the  Partnership's  interests  therein as of and for the year
     ended December 31 (in thousands of dollars):
<TABLE>
<CAPTION>

                                            1999                    1998                        1997
                                           --------               --------                    --------
                                                Net                          Net                        Net
                                  Total       Interest of     Total      Interest of      Total     Interest of
                                    USPE      Partnership     USPEs      Partnership      USPEs     Partnership
                                 ------------------------------------------------------------------------------------

        <S>                      <C>        <C>           <C>         <C>             <C>           <C>
        Net investments          $    739   $       368   $     992   $       494     $   8,891     $    2,680
        Net loss                     (900)         (448)     (3,028)       (1,48)        (1,039)          (519)
</TABLE>

     The net  investment in a USPE consisted of a 50% interest in a trust owning
     a Boeing 737-200A  aircraft (and related assets and  liabilities)  totaling
     $0.4   million  and  $0.5  million  as  of  December  31,  1999  and  1998,
     respectively. This aircraft was off lease as of December 31, 1999 and 1998.
     In October 1999,  this entity  received a $0.2 million deposit for the sale
     of the  aircraft.  The  buyer  failed  to  perform  under  the terms of the
     agreement and the deposit was recorded as income.

     During the year ended December 31, 1998, the General  Partner sold a Boeing
     727-200  aircraft  in  which  the  Partnership  owned  a 23%  interest,  at
     approximately  its net book value.  The  Partnership  received  liquidating
     distributions  of $1.4 million  from this USPE during the first  quarter of
     1998.

5.   Operating Segments

     The  Partnership  operates 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,  interest expense, and certain other expenses. The
     segments are managed  separately due to different  business  strategies for
     each operation.












                     (This space intentionally left blank.)



<PAGE>


                          PLM EQUIPMENT GROWTH FUND II
                              A LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

5.       OPERATING SEGMENTS (CONTINUED)

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

                                                     Marine
                                          Aircraft  Container   Trailer   Railcar    All
    For the Year Ended December 31, 1999  Leasing    Leasing    Leasing   Leasing    Other<F1>1  Total
    ------------------------------------  -------    -------    -------   -------    ----        -----

    REVENUES
<S>                                        <C>       <C>        <C>       <C>        <C>       <C>
      Lease revenue                        $    --   $    163   $  2,214  $  3,572   $     --  $  5,949
      Interest income and other                 --         --         --        13         77        90
      Net gain (loss) on disposition
        of equipment                            47        (67)       161       187         --       328
                                          --------------------------------------------------------------
        Total revenues                          47         96      2,375     3,772         77     6,367

    EXPENSES
      Operations support                        --          3        674     1,001         21     1,699
      Depreciation and amortization             --        332        834       767         --     1,933
      Management fee                            --          8        109       178         --       295
      General and administrative expenses        5         12        342       208        461     1,028
      (Recovery of) provision for bad           --         (1)        10        21         --        30
    debts
                                          --------------------------------------------------------------
        Total costs and expenses                 5        354      1,969     2,175        482     4,985
                                          --------------------------------------------------------------
    Equity in net loss of USPE                (448)        --         --        --         --      (448)
                                          --------------------------------------------------------------
    Net income (loss)                      $  (406)  $   (258)  $    406  $  1,597   $   (405) $    934
                                          ==============================================================

    As of December 31, 1999
    Total assets                           $   368   $    754   $  4,460  $  2,335   $    941  $  8,858
                                          ==============================================================

                                                     Marine
                                          Aircraft  Container   Trailer   Railcar    All
    For the Year Ended December 31, 1998  Leasing    Leasing    Leasing   Leasing    Other<F1>1  Total
    ------------------------------------  -------    -------    -------   -------    ----        -----

    REVENUES
      Lease revenue                        $    83   $    251   $  2,801  $  4,220   $     --  $  7,355
      Interest income and other                 --          3         --         6        213       222
      Net gain (loss) on disposition
        of equipment                         4,835        (21)       775       401         --     5,990
                                          --------------------------------------------------------------
        Total revenues                       4,918        233      3,576     4,627        213    13,567

    EXPENSES
      Operations support                        36          5        727     1,229         40     2,037
      Depreciation and amortization             74        379      1,143       817         --     2,413
      Interest expense                          --         --         --        --         47        47
      Management fee                             8         13        139       209         --       369
      General and administrative expenses       40         18        451       163        563     1,235
      (Recovery of) provision for bad          (72 )       --         11        12         --       (49)
    debts
                                          --------------------------------------------------------------
        Total costs and expenses                86        415      2,471     2,430        650     6,052
                                          --------------------------------------------------------------
    Equity in net loss of USPEs              (1,484)       --         --        --         --    (1,484)
                                          --------------------------------------------------------------
    Net income (loss)                      $ 3,348   $   (182)  $  1,105  $  2,197   $   (437) $  6,031
                                          ==============================================================

    As of December 31, 1998
    Total assets                           $   494   $  1,166   $  4,677  $  3,146   $  2,991  $ 12,474
                                          ==============================================================

<FN>
<F1>1 Includes costs identifiable to a particular segment such as interest expenses and certain interest
income and other, operations support expenses and general and administrative expenses.
</FN>
</TABLE>



<PAGE>


                                           PLM EQUIPMENT GROWTH FUND II
                                              (A Limited Partnership)
                                           NOTES TO FINANCIAL STATEMENTS
                                                 December 31, 1999

5.       OPERATING SEGMENTS (CONTINUED)
<TABLE>
<CAPTION>

                                                     Marine
                                          Aircraft  Container   Trailer   Railcar    All
    For the Year Ended December 31, 1997  Leasing    Leasing    Leasing   Leasing    Other<F2>2  Total
    ------------------------------------  -------    -------    -------   -------    ----        -----


    REVENUES
      <S>                                  <C>       <C>        <C>       <C>        <C>       <C>
      Lease revenue                        $ 1,903   $    673   $  3,479  $  4,528   $     --  $ 10,583
      Interest income and other                 --          8         --        12        223       243
      Net gain on disposition of
         equipment                           1,349        245        310        18         --     1,922
                                          ----------------------------------------------------------------
        Total revenues                       3,252        926      3,789     4,558        223    12,748

    EXPENSES
      Operations support                        55         10        694     1,277         38     2,074
      Depreciation and amortization          1,252        521      1,618       859        157     4,407
      Interest expense                          --         --         --        --        650       650
      Management fee                            83         28        178       229         --       518
      General and administrative expenses       49         31        591       191        647     1,509
      Provision for (recovery of) bad          260        113         (5)        8         --       376
    debts
                                          ----------------------------------------------------------------
        Total costs and expenses             1,699        703      3,076     2,564      1,492     9,534
                                          ----------------------------------------------------------------
    Equity in net loss of USPE                (519)        --         --        --         --      (519)
                                          ----------------------------------------------------------------
    Net income (loss)                      $ 1,034   $    223   $    713  $  1,994   $ (1,269) $  2,695
                                          ================================================================

    As of December 31, 1997
    Total assets                           $ 3,757   $  1,760   $  6,359  $  4,129   $  2,626  $ 18,631
                                         ================================================================


<FN>
<F2>2  Includes costs not identifiable to a particular segment such as interest expenses, and amortization
expense, and certain interest income and other, operations support expenses and general and administrataive
expenses.

</FN>
</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 four geographic  regions:  the United States,  Canada,
     Europe, and South Asia. Marine containers are leased to multiple lessees in
     different regions that operate 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):

                                             Owned Equipment
   Region                           1999          1998          1997
   ----------------------------  ----------------------------------------

   United States                 $   4,350     $   5,680     $   7,762
   Canada                            1,436         1,424         1,208
   Europe                               --            --           940
   Rest of the world                   163           251           673
                                 ========================================
       Lease revenues            $   5,949     $   7,355     $  10,583
                                 ========================================



<PAGE>


                          PLM EQUIPMENT GROWTH FUND II
                              A LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

6.   GEOGRAPHIC INFORMATION (CONTINUED)

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

                                                     Owned Equipment                     Investments in USPEs
                                          --------------------------------------- ------------------------------------
    Region                                   1999          1998         1997         1999        1998         1997
    ------------------------------------  --------------------------------------- ------------------------------------

    <S>                                   <C>           <C>          <C>          <C>         <C>         <C>
    United States                         $   1,278     $  3,270     $   3,533    $      --   $      --   $      --
    Canada                                      767        1,162           470           --          --          --
    Europe                                       --        3,702           260           --          --          --
    South Asia                                   --           --            --         (448)     (1,484)       (519)
    Rest of the world                          (258)        (182)          218           --          --          --
                                          --------------------------------------- ------------------------------------
    Regional income (loss)                    1,787        7,952         4,481         (448)     (1,484)       (519)
    Administrative and other                   (405)        (437)       (1,267)          --          --          --
                                          ======================================= ====================================
        Net income (loss)                 $   1,382     $  7,515     $   3,214    $    (448)  $  (1,484)  $    (519)
                                          ======================================= ====================================
</TABLE>

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


                                             Owned Equipment                      Investments in USPEs
                                   ------------------------------------   -------------------------------------
       Region                         1999        1998        1997            1999        1998         1997
       --------------------------  ------------------------------------   -------------------------------------

       <S>                         <C>         <C>         <C>            <C>          <C>         <C>
       United States               $   5,372   $   7,014   $   9,760      $       --   $      --   $       --
       Canada                            614         809       1,016              --          --           --
       South Asia                         --          --          --             368         494        1,235
       Rest of the world                 686       1,166       1,761              --          --           --
                                   ----------------------------------     -------------------------------------
                                       6,672       8,989      12,537             368         494        1,235
       Equipment held for sale            --          --         788              --          --        1,445
                                   ==================================     =====================================
           Net book value          $   6,672   $   8,989   $  13,325      $      368   $     494   $    2,680
                                   ==================================     =====================================
</TABLE>


7.   CONCENTRATIONS OF CREDIT RISK

     No single lessee accounted for more than 10% of the  consolidated  revenues
     for the years ended  December 31, 1999,  1998 and 1997.  In 1998,  however,
     Sabre Airways purchased a commercial  aircraft from the Partnership and the
     gain from the sale accounted for 27.3% of total consolidated  revenues from
     wholly and partially owned equipment during 1998.

     As of  December  31,  1999 and  1998,  the  General  Partner  believes  the
     Partnership  had no other  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, 1999,  the federal  income tax basis was higher than the
     financial  statement  carrying  values of certain assets and liabilities by
     $10.7 million,  primarily due to differences  in  depreciation  methods and
     equipment  reserves and the tax treatment of  underwriting  commissions and
     syndication costs.


<PAGE>


                          PLM EQUIPMENT GROWTH FUND II
                              A LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

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.  The General Partner believes
     an unfavorable outcome from the counterclaims is remote.

11.  LIQUIDATION AND SPECIAL DISTRIBUTIONS

     On January 1, 1999, the General Partner began the liquidation  phase of the
     Partnership  with the  intent to  commence  an orderly  liquidation  of the
     Partnership assets. The General Partner is actively marketing the remaining
     equipment  portfolio with the intent of maximizing  sale proceeds.  As sale
     proceeds are received the General Partner  intends to periodically  declare
     special  distributions  to  distribute  the sale  proceeds to the partners.
     During the liquidation phase of the Partnership the equipment will continue
     to be leased under  operating  leases until sold.  Operating cash flows, to
     the  extent  they  exceed  Partnership   expenses,   will  continue  to  be
     distributed  on a quarterly  basis to partners.  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.  Any  excess
     proceeds over expected  Partnership  obligations will be distributed to the
     Partners  throughout the liquidation  period.  Upon final liquidation,  the
     Partnership will be dissolved.

     No special  distibutions  were paid in 1999 and 1997. In 1998,  the General
     Partner paid special distributions of $0.50 per weighted-average depositary
     unit. 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 certain
     damaged equipment,  the determination by the General Partner that it is the
     appropriate  time to maximize  the return on an asset  through sale of that
     asset, and, in some leases,  the ability of the lessee to exercise purchase
     options.











                     (This space intentionally left blank.)


<PAGE>


                          PLM EQUIPMENT GROWTH FUND II

                                INDEX OF EXHIBITS


  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.

   10. 2    $35,000,000 Note Agreement dated as of March 1, 1994             *

   24.      Powers of Attorney                                           41-43




































--------------------------

*Incorporated by reference. See page 23 of this report.