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, 2000.

     [  ]    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 (Section 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 12, 2001
         Limited partnership depositary units:               7,381,475
         General Partnership units:                              1

     An index of exhibits filed with this Form 10-K is located at page 37.
     Total number of pages in this report:


                                     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 effect on the  Partnership.  As the Partnership is in
the  liquidation  phase,  proceeds  from these sales,  together  with excess net
operating cash flow from operations  (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, 2000, there were 7,381,475 depositary units outstanding.

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



Table  1,  below,  lists  the  equipment  and  the  cost  of  equipment  in  the
Partnership's portfolio, as of December 31, 2000 (in thousands of dollars):

                                     TABLE 1

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

Owned equipment held for operating leases:

   287      Box railcars                       Various                5,479
   118      Mill gondolas railcars             Various                3,340
    87      Pressurized tank railcars          Various                2,449
    42      Nonpressurized tank railcars       Various                1,031
    26      Covered hopper railcars            ACF Industries           414
   618      Dry piggyback trailers             Various                9,510
   115      Refrigerated marine containers     Various                2,504
                                                                   -------------

                Total owned equipment held for operating lease        24,727(1)
                                                                   =============
----------
(1) Includes equipment  purchased with the proceeds from capital  contributions,
undistributed cash flow from operations,  and Partnership  borrowings.  Includes
costs   capitalized   subsequent  to  the  date  of  acquisition  and  equipment
acquisition  fees paid to PLM  Transportation  Equipment  Corporation  (TEC),  a
wholly-owned  subsidiary of FSI. All equipment was used equipment at the time of
purchase.



Railcars  are  leased  under  operating  leases  with terms of six months to six
years. The Partnership's  marine containers and trailers 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.

The lessees of the equipment include Cronos, Union Pacific Railroad 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

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

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

(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, Xtra Corporation, and other investment programs that lease
the same types of equipment.

(D) Demand

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

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

(1)  Railcars

(a) Box Railcars

Boxcars are primarily used to transport paper and paper products. Carloadings of
forest products in North America remained  virtually  unchanged in 2000 compared
to 1999.  Over the 2001-04  period the U.S.  paper and  paperboard  mills sector
should see shipments increase about 2% annually. These increases are expected to
come from both domestic and international sources.

The  Partnership's  boxcars are in the process of being  returned by the present
lessee.  These cars have a smaller load capacity than those  currently in demand
for paper  service.  Depending  upon the  market  for these cars over the coming
months, they will either be leased to another lessee, or sold.

(b) Mill Gondolas Railcars

Mill gondola  railcars are typically used to transport scrap steel for recycling
from steel processors to small steel mills called minimills. Demand for steel is
cyclical  and moves in tandem  with the  growth or  contraction  of the  overall
economy.  Within the United States,  in 2000 carloadings for the commodity group
that includes scrap steel increased 1% over 1999 volumes.

(c) Pressurized Tank Railcars

Pressurized  tank cars are used to transport  liquefied  petroleum  gas (natural
gas) and anhydrous  ammonia  (fertilizer).  The U.S. markets for natural gas are
industrial  applications  (46% of  estimated  demand in 2000),  residential  use
(21%),   electrical  generation  (15%),   commercial   applications  (15%),  and
transportation  (3%).  Natural gas consumption is expected to grow over the next
few years as most new electricity generation capacity planned for is expected to
be natural gas-fired.  Within the fertilizer  industry,  demand is a function of
several factors,  including the level of grain prices,  the status of government
farm subsidy  programs,  the 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 1% in 2000,  compared to 1999.
Consequently,  demand for  pressurized  tank cars remained  relatively  constant
during 2000,  with  utilization of this type of railcar  within the  Partnership
remaining  above 98%.  While  renewals  of existing  leases  continue at similar
rates, some cars continue to be renewed for "winter only" terms of approximately
six months. As a result,  there are many pressurized tank cars up for renewal in
the spring of 2001.

(d) General Purpose (Nonpressurized) Tank Railcars

These cars are used to  transport  bulk liquid  commodities  and  chemicals  not
requiring pressurization, such as certain petroleum products, liquefied asphalt,
lubricating  oils,  molten sulfur,  vegetable oils and corn syrup. This car type
continued to be in high demand during 2000. The overall health of the market for
these  types  of  commodities  is  closely  tied to both  the  U.S.  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, in 2000 carloadings of the commodity group that
includes chemicals and petroleum products rose 1% over 1999 levels.  Utilization
of the Partnership's nonpressurized tank cars remained above 98% during 2000.

(e) Covered Hopper (Grain) Railcars

Demand for covered hopper cars, which are  specifically  designed to service the
agricultural  industry,  continued to experience  weakness during 2000. The U.S.
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, in 2000 carloadings of agricultural products decreased
2% compared to 1999.  Other factors  contributing  to the softness in demand for
covered  hopper cars is the large  number of new cars built  during the last few
years and the improved utilization of covered hoppers by the railroads.

(2) Intermodal (Piggyback) Trailers

Intermodal  (piggyback) trailers are used to transport a variety of dry goods by
rail on flatcars, usually for distances of over 400 miles. Over the past decade,
intermodal  trailers  have  continued  to be  gradually  displaced  by  domestic
containers as the preferred  method of transport for such goods.  This is caused
by  railroads  offering  approximately  15% lower  freight  rates on  containers
compared to  trailers.  During  2000,  demand for  intermodal  trailers was more
volatile than historic  norms.  Slow demand occurred over the second half of the
year due to a slowing economy and continued  customer concerns over rail service
problems  associated  with mergers in the rail  industry.  Due to the decline in
demand,  which occurred over the latter half of 2000,  overall  shipments within
the  intermodal  trailer  market  declined  more than  expected for the year, or
approximately 10% compared to the prior year. Average  utilization of the entire
intermodal  fleet rose from 73% in 1998 to 77% in 1999 and then  declined to 81%
in 2000.

The  General  Partner  further  expanded  its  marketing  program to attract new
customers for the Partnership's  intermodal  trailers during 2000. These efforts
resulted in average  utilization for the  Partnership's  intermodal  trailers of
approximately 81% for the year, down 1% compared to 1999 levels.

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 6% -10% in 2001,  compared to the prior year,  due to the
anticipated  continued weakness of the overall economy.  As such, the nationwide
supply of  intermodal  trailers  is expected to be  approximately  10,000  units
higher than demand in 2001.  Maintenance costs have increased  approximately 20%
due to improper repair methods  performed by the railroads and billed to owners.
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.  Significant  efforts  will also be  undertaken  to reduce
maintenance costs and cartage costs.

(3) Marine Containers

The  Partnerships  fleet of both standard dry and  specialized  containers is in
excess of twelve  years of age and is  generally  no longer  suitable for use in
international  commerce  either  due to it's  specific  physical  condition,  or
lessees preferences for newer equipment.  As individual  containers are returned
from their  specific  lessees they are being  marketed for sale on "as is, where
is"  basis.  The market  for such  sales,  although  highly  dependent  upon the
specific  location and type of  container,  has  continued to be strong over the
last several years as it relates to standard dry containers. The Partnership has
in the last year experienced reduced residual values on the sale of refrigerated
containers  due  primarily to  technological  obsolescence  associated  with the
equipment's refrigeration machinery.

(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 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).

     (2) 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.  The Partnership owns 133 of this type of railcars.  As of December 31,
2000, 6 have been inspected and no defects have been found.

As of December  31,  2000,  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, 2000,  the  Partnership  owned a portfolio  of  transportation  and
related  equipment  as described  in Item I, Table 1. The  Partnership  acquired
equipment  with the  proceeds of the  Partnership  offering  of $150.0  million,
proceeds from debt  financing of $35.0  million and by  reinvesting a portion of
its operating cash flow in additional equipment.

The  Partnership  maintains its principal  office at 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, 2000.


                                    PART II

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

As of March 2, 2001, there were 7,381,475  depositary units  outstanding.  There
are 5,945 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
depository units and,  therefore,  are generally viewed as inefficient  vehicles
for the sale of depositary units.  Presently,  there is no public market for the
units and none is likely to develop.

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

To prevent the units from being considered  publicly traded and thereby to avoid
taxation of the Partnership as an association treated as a corporation under the
Internal  Revenue Code, the limited  partnership  units will not be transferable
without  the  consent  of the  General  Partner,  which may be  withheld  in its
absolute discretion. The General Partner intends to monitor transfers of limited
partnership  units in an effort to ensure that they do not exceed the percentage
or number permitted by certain safe harbors  promulgated by the Internal Revenue
Service.  A transfer  may be  prohibited  if the intended  transferee  is not 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.



ITEM 6. SELECTED FINANCIAL DATA

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

                                     TABLE 2

                        For the Years Ended December 31,
   (In thousands of dollars, except weighted-average depositary unit amounts)
<TABLE>
<CAPTION>
                                                  2000         1999          1998          1997           1996
  -----------------------------------------------------------------------------------------------------------------
<S>                                            <C>          <C>           <C>           <C>            <C>
  Operating results:

    Total revenues                             $   7,878    $   6,367     $  13,567     $  12,748      $  14,819
    Net gain on disposition of equipment           2,448          328         5,990         1,922          2,085
    Equity in net income (loss) of
      unconsolidated special-purpose
      entities                                     1,304         (448)       (1,484)         (519)        6,267
    Net income                                     4,207          934         6,031         2,695          8,186

  At year-end:
    Total assets                               $   7,535    $   8,858     $  12,474     $  18,631      $  33,595
    Total liabilities                                983        1,202         1,207         4,906         16,349
    Notes payable                                     --           --            --         2,500         13,000

  Cash distribution                            $   4,534    $   4,545     $   4,604     $   6,216      $   8,957

  Special distribution                         $     777           --     $   3,885            --             --

  Cash distribution representing a
      return of capital to the limited
      partners                                 $   1,104    $   3,611     $   2,458     $   3,709      $   1,045

  Per weighted-average depositary unit:

  Net income                                   $    0.53(1) $    0.10(1)  $    0.76(1)  $    0.30(1)   $    1.01(1)

  Cash distribution                            $    0.58    $    0.58     $    0.59     $    0.80      $    1.15

  Special distribution                         $    0.10    $      --     $    0.50     $      --      $      --

  Cash distribution representing a
      return of capital to the limited
      partners                                 $    0.15    $    0.49     $    0.33     $    0.50      $    0.14


----------
<FN>
(1) After a  reduction  of income of $0.1  million  ($0.01 per  weighted-average
depositary unit) in 2000, representing allocations to the General Partner. After
an increase of income of $0.2  million  ($0.02 per  weighted-average  depositary
unit) in 1999.  After  reductions  in net  income  of $0.1  million  ($0.02  per
weighted-average   depositary   unit)  in  1998,   $0.4   million   ($0.05   per
weighted-average   depositary  unit)  in  1997,  and  $0.3  million  ($0.04  per
weighted-average  depositary unit) in 1996,  representing special allocations to
the General Partner.
</FN>
</TABLE>




ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

(A) Introduction

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

(B) Results of Operations -- Factors Affecting Performance

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

The exposure of the Partnership's  equipment  portfolio to repricing risk occurs
whenever the leases for the equipment expire or are otherwise terminated and the
equipment must be remarketed.  Major factors influencing the current market rate
for the  Partnership's  equipment  include  supply  and  demand  for  similar or
comparable  types of transport  capacity,  desirability  of the equipment in the
leasing market,  market conditions for the particular  industry segment in which
the  equipment  is  to be  leased,  overall  economic  conditions,  and  various
regulations  concerning the use of the equipment.  Equipment that is idle or out
of  service  between  the  expiration  of one  lease  and  the  assumption  of a
subsequent  lease can result in a reduction of contribution to the  Partnership.
The  Partnership  experienced  re-leasing  or repricing  activity in 2000 in its
railcar, trailer, and marine container portfolios.

     (a) Railcars:  203 of the Partnership's  railcars came off lease during the
second half of 2000 and are currently being marketed for sale. 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 1999 to 2000 due to the sale and  disposition  of railcars  during
1999 and 2000.

     (b) Trailers:  The Partnership's  trailer portfolio operates or operated in
short-term rental facilities or with short-line  railroad systems.  The majority
of these trailers were sold in September 2000. 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 $0.3 million
from 1999 to 2000 primarily due to the sale and  disposition of trailers  during
1999 and 2000.

     (c) Marine containers:  132 of the Partnership's marine containers came off
lease  during  1999.  Of these  46 were  sold  during  2000  with the  remaining
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 1999 to 2000 primarily
due to marine  containers  coming off lease during 1999 and  remaining off lease
during 2000.

(2) Equipment Liquidations

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.  During the year ended December 31, 2000, the  Partnership  sold or
disposed of marine  containers,  trailers,  and railcars,  with an aggregate net
book value of $0.8 million, for proceeds of $3.3 million and it's interest in an
entity  owning a commercial  aircraft  with a net book value of $0.3 million for
proceeds of $1.8 million less a commission of $0.2 million.


(3) Equipment Valuation

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, 2000, 1999, or 1998.

(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,  2000,  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, 2000, the Partnership  generated $1.8 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 $3.5 million to make distributions (total in 2000 of $5.3 million)
to the partners.

During the year ended  December 31, 2000,  the  Partnership  sold or disposed of
marine containers,  trailers, and railcars,  with an aggregate net book value of
$0.8 million,  for proceeds of $3.3 million. In March 2000, the Partnership sold
it's 50% interest in an entity that owned a commercial  aircraft with a net book
value of $0.3 million for $1.8 million less a commission of $0.2 million.

The  Partnership's  reserve for repairs and lessee  deposits  decreased  by $0.3
million due to the sale of containers  during 2000.  As containers  are sold any
unused  portion of the reserves for repairs for those  containers are recognized
ratably as proceeds from sale of equipment.

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.


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

(1)  Comparison  of the  Partnership's  Operating  Results  for the Years  Ended
December 31, 2000 and 1999.

(a) Owned Equipment Operations

Lease  revenues  less  direct  expenses  (defined  as  repair  and  maintenance,
equipment  operating  expense and  asset-specific  insurance  expenses) on owned
equipment  decreased  during the year ended December 31, 2000,  when compared to
the same period of 1999.  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,
                                                       2000             1999
                                                    ----------------------------
  Railcars                                          $  1,983            2,571
  Trailers                                             1,217            1,540
  Marine containers                                       75              160

Railcars:  Railcar lease revenues and direct expenses were $3.3 million and $1.3
million,  respectively,  for 2000,  compared to $3.6  million and $1.0  million,
respectively, during 1999. Lease revenue decreased approximately $0.3 million in
2000,  compared to the same period of 1999, due to more cars being  off-lease in
2000 compared to 1999.  Railcar  expenses  increased by $0.3 million due repairs
required  on a group of  railcars  in 2000 which were being  marketed  for sale.
Similar repairs were not required in 1999.

Trailers:  Trailer lease revenues and direct expenses were $2.0 million and $0.7
million,  respectively,  for 2000,  compared to $2.2  million and $0.7  million,
respectively,  during 1999. Lease revenue decreased  approximately  $0.3 million
from 1999 to 2000 primarily due to the sale and disposition of trailers in 2000.

Marine  containers:  Marine  container lease revenues were $0.1 and $0.2 million
for 2000 and 1999, respectively. The decrease in lease revenue was primarily due
to a group of marine  containers  that were off lease  during  2000 that were on
lease in 1999.

(b) Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses of $2.9  million for the year ended  December 31, 2000
decreased from $3.3 million for the same period of 1999.  Significant  variances
are explained as follows:

     (i) A $0.3  million  decrease  in  depreciation  expense  from 1999  levels
reflects the effect of asset sales in 2000 and 1999.

     (ii) The $0.1 million  decrease in bad debt expense was due to the recovery
of an  outstanding  receivable  in the year ended  December 31,  2000,  that had
previously  been  reserved as a bad debt.  A similar  recovery  did not occur in
1999.

(c) Net Gain on Disposition of Owned Equipment

Net gain on  disposition  of  equipment  for the year ended  December  31,  2000
totaled $2.4 million,  which  resulted  from the disposal of marine  containers,
trailers,  and railcars,  with an aggregate net book value of $0.8 million,  for
aggregate  proceeds of $3.3 million.  For the year ended  December 31, 1999, the
$0.3 million net gain on disposition of equipment  resulted from the disposal of
marine containers,  trailers, and railcars,  with an aggregate net book value of
$0.4 million, for aggregate proceeds of $0.7 million.


(d) Equity in Net Income (Loss) of USPEs

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

The  Partnership's  remaining  50% interest in an entity that owned a commercial
aircraft  was off lease  during  1999 and was sold in March 2000 for a gain $1.4
million.  The  Partnership's  had no  revenues  in 2000 and  expenses  were $0.1
million,  in 1999  revenue and  expenses  were $0.1  million  and $0.5  million,
respectively.

(e) Net Income

As a result of the foregoing,  the Partnership's net income for the period ended
December  31,  2000 was $4.2  million,  compared  to net income of $0.9  million
during  the same  period in 1999.  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, 2000 is not necessarily
indicative  of  future  periods.  In the  year  ended  December  31,  2000,  the
Partnership  distributed  $5.0  million to the  limited  partners,  or $0.68 per
weighted-average depositary unit.

(2)  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,
equipment  operating  expense and  asset-specific  insurance  expenses) on owned
equipment  decreased  during the year ended December 31, 1999,  when compared to
the same period of 1998. 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 were $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.

(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 change  significantly  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  2000,  lease  revenues  generated by wholly and
partially  owned  equipment in the United States  accounted for 74% of the lease
revenues generated by wholly and partially owned equipment,  while net operating
income  accounted for $2.7 million of the $4.2 million  aggregate net income for
the  Partnership.  The Partnership sold trailers and railcars in this region for
an aggregate net gain of $2.2 million in 2000.

The  Partnership's  equipment leased to  Canadian-domiciled  lessees consists of
railcars.  During 2000,  lease revenues  generated by wholly and partially owned
equipment in Canada  accounted  for 24% of the lease  revenues  generated by the
wholly and partially owned  equipment,  while the net operating income accounted
for $0.7 million of the $4.2 million  aggregate net income for the  Partnership.
The Partnership sold railcars in this region for a net gain of $47,000 in 2000.

The Partnership's  investment in equipment owned by a USPE in South Asia did not
account for any of the  Partnership's  lease  revenue from wholly and  partially
owned equipment. This equipment was sold in 2000 for a gain of $1.4 million.

In 2000, marine containers,  which were leased in various regions throughout the
year,  accounted  for 2% of the lease  revenues  from wholly owned  equipment in
2000. This equipment  generated a net income of $42,000 in 2000. The Partnership
sold containers in 2000 for a gain of $0.2 million.

(F) Inflation

Inflation had no significant impact on the Partnership's operations during 2000,
1999, or 1998.

(G) 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.

(H) 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.  The  Partnership  is expected  to  liquidate  at the end of 2002.  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.

Factors affecting the Partnership's contribution during the year 2001:

The Partnership's  fleet of both standard dry and specialized  marine containers
is in excess of twelve years of age and is generally no longer  suitable for use
in  international  commerce either due to its specific  physical  condition,  or
lessees  preferences for newer equipment.  Demand for the  Partnership's  marine
containers will continue to be weak due to their age.

Railcar loadings in North America have continued to be high, however a softening
in the market is expected to put  downward  pressure on lease rates as cars come
up for renewal. Lease rates in this market are showing signs of weakness and has
lead to lower  contribution  to the  Partnership  as existing  leases expire and
renewal leases are negotiated.

Several factors may affect the Partnership's  operating  performance in 2001 and
beyond,  including  changes in the markets for the  Partnership's  equipment and
changes in the regulatory environment in which that equipment operates.

Liquidation of the Partnership's equipment represents a reduction in the size of
the  equipment  portfolio and may result in a reduction of  contribution  to the
Partnership.  The other factor affecting the Partnership's  contribution in 2001
and beyond included:

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  unpredictability 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 2001 as existing  leases expire,  exposing the Partnership to some
repricing   risk/opportunity.   Additionally,   the   Partnership   entered  its
liquidation  phase on January 1, 1999, and has commenced an orderly  liquidation
of the  Partnership's  assets.  The General  Partner intends to re-lease or sell
equipment at  prevailing  market  rates;  however,  the General  Partner  cannot
predict  these  future  rates  with  any  certainty  at this  time,  and  cannot
accurately assess the effect of such activity on future Partnership performance.

(2) Impact of Government Regulations on Future Operations

The General  Partner  operates the  Partnership's  equipment in accordance  with
current applicable regulations (see Item 1, Section E, Government  Regulations).
However, the continuing implementation of new or modified regulations by some of
the  authorities  mentioned  previously,  or others,  may  adversely  affect the
Partnership's  ability to continue to own or operate equipment in its portfolio.
Additionally,  regulatory  systems  vary  from  country  to  country,  which may
increase the burden to the Partnership of meeting regulatory  compliance for the
same equipment  operated  between  countries.  Ongoing changes in the regulatory
environment, both in the 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.

(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  2000,  26%  of  the  Partnership's   total  lease  revenues  from
wholly-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.)




                                    PART III

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

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

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

Stephen M. Bess     54   President, PLM Investment Management, Inc.;
                         Vice President and Director,
                         PLM Financial Services, Inc.


Richard K Brock     38   Vice President and Chief Financial Officer,
                         PLM International,Inc. and PLM Financial Services, Inc.
                         Director Financial Services Inc.

Susan C. Santo      38   Vice President, Secretary, and General Counsel, PLM
                         International, Inc. and PLM Financial Services, Inc.
                         Director Financial Services Inc.



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 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 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, 2000.


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, 2000, 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.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Transactions with Management and Others

     During 2000,  management  fees to IMI were $0.3 million.  During 2000,  the
     Partnership   reimbursed   FSI  and  its   affiliates   $0.2   million  for
     administrative services and data processing expenses performed on behalf of
     the Partnership.

     During  2000,   the   Partnership's   proportional   share  of  the  USPE's
     administrative services and data processing expenses paid or accrued to FSI
     or its affiliates was $2,000.


















                     (This space intentionally left blank.)













                                     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.

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

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

              a East West 925

     (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.

24.      Powers of Attorney.


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

        99.1 East West 925



                                   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 12, 2001                      PLM EQUIPMENT GROWTH FUND II
                                           PARTNERSHIP

                                           By:      PLM Financial Services, Inc.
                                                    General Partner


                                           By:      /s/ Stephen M. Bess
                                                    Stephen M. Bess
                                                    President and
                                                    Chief Executive Officer


                                           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


*_____________________
Stephen M. Bess                     Director, FSI                March 12, 2001


*_____________________
Richard K Brock                     Director, FSI                March 12, 2001


*_____________________
Susan C. Santo                      Director, FSI                March 12, 2001



* 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


                          PLM EQUIPMENT GROWTH FUND II
                              A LIMITED PARTNERSHIP
                          INDEX TO FINANCIAL STATEMENTS

                                  (Item 14(a))


                                                                           PAGE

Independent auditors' report                                                 23

Balance sheets as of December 31, 2000 and 1999                              24

Statements of income for the years ended
     December 31, 2000, 1999, and 1998                                       25

Statements of changes in partners' capital for the years
     ended December 31, 2000, 1999, and 1998                                 26

Statements of cash flows for the years ended
     December 31, 2000, 1999, and 1998                                       27

Notes to financial statements                                             28-36


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.



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

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




SAN FRANCISCO, CALIFORNIA
March 2, 2001




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

<TABLE>
<CAPTION>


                                                                                      2000                 1999
                                                                                  ---------------------------------
  ASSETS

<S>                                                                               <C>                  <C>
  Equipment held for operating lease, at cost                                     $   24,727           $   32,487
  Less accumulated depreciation                                                      (20,483)             (25,815)
                                                                                  ---------------------------------
      Net equipment                                                                    4,244                6,672

  Cash and cash equivalents                                                            2,538                  894
  Accounts receivable, less allowance for doubtful
      accounts of $57 in 2000 and $107 in 1999                                           718                  877
  Investment in an unconsolidated special-purpose entity                                  --                  368
  Prepaid expenses and other assets                                                       35                   47
  -----------------------------------------------------------------------------------------------------------------

        TOTAL ASSETS                                                              $    7,535           $    8,858
                                                                                  =================================

  Liabilities and partners' capital

  Liabilities

  Accounts payable and accrued expenses                                           $      482           $      352
  Due to affiliates                                                                       52                   67
  Lessee deposits and reserve for repairs                                                449                  783
                                                                                  ---------------------------------
     Total liabilities                                                                   983                1,202
                                                                                  ---------------------------------

  Partners' capital
  Limited partners (7,381,475 depositary units as of
     December 31, 2000 and 1999)                                                       6,552                7,656
  General Partner                                                                         --                   --
                                                                                  ---------------------------------
      Total partners' capital                                                          6,552                7,656
                                                                                  ---------------------------------

        Total liabilities and partners' capital                                   $    7,535           $    8,858
                                                                                  =================================

</TABLE>













                 See accompanying notes to financial statements.





                          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>


                                                                             2000            1999           1998
  REVENUES                                                               --------------------------------------------
  <S>                                                                    <C>             <C>             <C>
  Lease revenue                                                          $    5,338      $    5,949      $   7,355
  Interest and other income                                                      92              90            222
  Net gain on disposition of equipment                                        2,448             328          5,990
                                                                         --------------------------------------------
     Total revenues                                                           7,878           6,367         13,567

  EXPENSES

  Depreciation                                                                1,581           1,933          2,413
  Repairs and maintenance                                                     1,915           1,537          1,890
  Equipment operating expenses                                                  119             120             65
  Insurance expense                                                              67              42             82
  Management fees to affiliate                                                  269             295            369
  Interest expense                                                               --              --             47
  General and administrative expenses to affiliate                              234             271            428
  Other general and administrative expenses                                     848             757            807
  (Recovery of ) provision for bad debt                                         (58)             30            (49)
  -------------------------------------------------------------------------------------------------------------------
                                                                         --------------------------------------------
     Total expenses                                                           4,975           4,985          6,052

  Equity in net income (loss) of unconsolidated
      special-purpose entities                                                1,304            (448)        (1,484)
                                                                         --------------------------------------------

        Net income                                                       $    4,207      $      934      $   6,031
                                                                         ============================================

  PARTNERS' SHARE OF NET INCOME

  Limited partners                                                       $    3,942      $      707      $   5,606
  General Partner                                                               265             227            425
  -------------------------------------------------------------------------------------------------------------------

        Total                                                            $    4,207      $      934      $   6,031
                                                                         ============================================

  Limited Partner's net income per weighted-average depositary unit
                                                                         $     0.53      $     0.10      $    0.76
  ===================================================================================================================

  Cash distribution                                                      $    4,534      $    4,545      $   4,604
  Special cash distribution                                                     777              --          3,885
  -------------------------------------------------------------------------------------------------------------------
  Total distribution                                                     $    5,311      $    4,545      $   8,489
  ===================================================================================================================

  Per weighted-average depositary unit:
  Cash distribution                                                      $     0.58      $     0.58      $    0.59
  Special cash distribution                                                    0.10              --           0.50
  -------------------------------------------------------------------------------------------------------------------
  Total distribution                                                     $     0.68      $     0.58      $    1.09
                                                                         ============================================

</TABLE>



                 See accompanying notes to financial statements.


                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
                            (in thousands of dollars)
<TABLE>
<CAPTION>


                                                                  Limited            General
                                                                 Partners            Partner            Total
                                                                --------------------------------------------------
<S>                                                             <C>                 <C>               <C>
    Partners' capital (deficit) 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

  Net income                                                         3,942               265               4,207

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

  Special distribution                                                (738)              (39)               (777)
  ----------------------------------------------------------------------------------------------------------------

    Partners' capital as of December 31, 2000                   $    6,552                --          $    6,552
                                                                ==================================================

</TABLE>









                 See accompanying notes to financial statements.








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


<TABLE>
<CAPTION>

  OPERATING ACTIVITIES                                                       2000            1999            1998
                                                                         --------------------------------------------
<S>                                                                      <C>             <C>             <C>
  Net income                                                             $    4,207      $      934      $    6,031
  Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
    Depreciation                                                              1,581           1,933           2,413
    Net gain on disposition of equipment                                     (2,448)           (328)         (5,990)
    Equity in net (loss) income of unconsolidated special-purpose
        entities                                                             (1,304)            448           1,484
    Changes in operating assets and liabilities:
      Restricted cash                                                            --              --             395
      Accounts receivable, net                                                  158             125             684
      Prepaid expenses and other assets                                          12             (17)             19
      Accounts payable and accrued expenses                                     130              --             (13)
      Due to affiliates                                                         (15)            (16)           (112)
      Lessee deposits and reserve for repairs                                  (334)             11          (1,074)
                                                                         --------------------------------------------
        Net cash provided by operating activities                             1,987           3,090           3,837
                                                                         --------------------------------------------

  Investing activities
  Proceeds from disposition of equipment                                      3,297             691           7,880
  Distribution from liquidation of unconsolidated
      special-purpose entities                                                1,824              --           1,425
  Additional investments in unconsolidated special-purpose
      entities                                                                 (155)           (322)           (723)
  Payments for capital improvements                                              --              (6)             --
  -------------------------------------------------------------------------------------------------------------------
        Net cash provided by investing activities                             4,968             363           8,582
                                                                         --------------------------------------------

  Financing activities
  Principal payments on notes payable                                                            --          (2,500)
  Cash distribution paid to limited partners                                 (4,308)         (4,318)         (8,064)
  Cash distribution paid to General Partner                                    (226)           (227)           (425)
  Special distribution paid to limited partners                                (738)             --              --
  Special distribution paid to General Partner                                  (39)             --              --
  -------------------------------------------------------------------------------------------------------------------
        Net cash used in financing activities                                (5,311)         (4,545)        (10,989)
                                                                         --------------------------------------------

  Net increase (decrease) in cash and cash equivalents                        1,644          (1,092)          1,430
  Cash and cash equivalents at beginning of year                                894           1,986             556
                                                                         --------------------------------------------
  Cash and cash equivalents at end of year                               $    2,538      $      894      $    1,986
                                                                         ============================================

  Supplemental information
  Interest paid                                                          $       --      $       --      $       47
  ===================================================================================================================
</TABLE>




                 See accompanying notes to financial statements.






                          PLM EQUIPMENT GROWTH FUND II
                              A LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000

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 were capitalized and amortized over the original term of the lease.




                          PLM EQUIPMENT GROWTH FUND II
                              A LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000

1.   BASIS OF PRESENTATION (CONTINUED)

     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 other types of equipment.

     The depreciation  method changes to straight line when annual  depreciation
     expense  using the  straight-line  method  exceeds that  calculated  by the
     double-declining balance method.  Acquisition fees have been capitalized as
     part of the cost of the equipment.  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 2000,
     1999 or 1998.

     Equipment held for operating leases is stated at cost.

     INVESTMENTS IN UNCONSOLIDATED SPECIAL-PURPOSE ENTITIES

     The Partnership had an interest in an unconsolidated special-purpose entity
     (USPE) that owned an aircraft.  This  interest was  accounted for using the
     equity method. This aircraft was sold in the first quarter of 2000.

     The  Partnership's  investment  in USPEs  included  acquisition  and  lease
     negotiation  fees paid by the Partnership to PLM  Transportation  Equipment
     Corporation  (TEC),  a  wholly-owned  subsidiary of FSI. The  Partnership's
     interests in USPEs were 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 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.



                          PLM EQUIPMENT GROWTH FUND II
                              A LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000

1.   BASIS OF PRESENTATION (CONTINUED)

     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  2000,  the  General  Partner  received a special
     allocation of income of $0.1 million ($0.2 million in 1999 and $0.1 million
     in 1998).

     Cash distributions are recorded when paid. Cash  distributions  relating to
     the  fourth  quarter of 2000,  1999,  and 1998 of $1.1  million  ($0.15 per
     weighted-average  depositary  unit) were paid  during the first  quarter of
     2001, 2000, and 1999.

     Cash  distributions  to investors in excess of net income are  considered a
     return of  capital.  Cash  distributions  to the  limited  partners of $1.1
     million,   $3.6  million,  and  $2.5  million  in  2000,  1999,  and  1998,
     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, 2000, 1999, and 1998 were 7,381,475.

     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 was equal to  comprehensive  income for the
     years ended December 31, 2000, 1999, and 1998.

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,
     2000 and 1999.  The  Partnership  reimbursed  FSI and its  affiliates  $0.2
     million,   $0.3  million,  and  $0.4  million  in  2000,  1999,  and  1998,
     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  $2,000,  $6,000,  and  $12,000  during  2000,  1999 and  1998,
     respectively.



                          PLM EQUIPMENT GROWTH FUND II
                              A LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000

3.   EQUIPMENT

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

EQUIPMENT HELD FOR OPERATING LEASES               2000                1999
                                              ----------------------------------

Railcars                                      $   12,712               16,249
Trailers                                           9,510               10,606
Marine containers                                  2,505                5,632
                                              ----------------------------------
                                                  24,727               32,487
Less accumulated depreciation                    (20,483)             (25,815)
                                              ----------------------------------
    Net equipment                           $    4,244                6,672
                                              ==================================

     Revenues  are earned  under  operating  leases.  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.

     As of December 31, 2000, all owned equipment in the  Partnership  portfolio
     was on lease,  except for 203  railcars and 106 marine  containers  with an
     aggregate  net book value of $0.4  million.  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.

     During 2000, the General Partner disposed of marine  containers,  trailers,
     and railcars owned by the Partnership,  with an aggregate net book value of
     $0.8  million,  for  proceeds of $3.3  million.  During  1999,  the General
     Partner disposed of aircraft,  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.

     There were no reductions to the carrying values of equipment in 2000, 1999,
     or 1998.

     All owned  equipment on lease is being  accounted for as operating  leases.
     Future minimum rents under  noncancelable  operating  leases as of December
     31, 2000 during each of the next five years are approximately  $0.9 million
     in 2001,  $0.3 million in 2002, $0.2 million in 2003, $0.2 million in 2004,
     $14,000  in  2005  and $0  thereafter.  Per  diem  and  short-term  rentals
     consisting of utilization rate lease payments  included in revenue amounted
     to  approximately  $2.0 million,  $2.5  million,  and $3.7 million in 2000,
     1999, and 1998, respectively.



                          PLM EQUIPMENT GROWTH FUND II
                              A Limited Partnership
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000

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>

                                            2000                        1999                        1998
                                          --------                    --------                    --------
                                                  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
           ----------------------
           Net income (loss)        2,605           1,304         (900)           (448)    (3,028)         (1,484)
           ----------------------
</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 as of December 31, 1999.  This  aircraft was sold in the first
     quarter of 2000 and the Partnership  received liquidating proceeds from the
     sale of $1.8 million for it's net investment of $0.3 million. 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 in 1999.

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

     The General  Partner  evaluates  the  performance  of each segment based on
     profit  or  loss  from   operations   before   allocation  of  general  and
     administrative expenses,  interest expense, and certain other expenses. The
     segments are managed  separately due to different  business  strategies for
     each operation.








                     (This space intentionally left blank.)











                          PLM EQUIPMENT GROWTH FUND II
                              A LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000

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, 2000  LEASING    LEASING    LEASING   LEASING    OTHER(1)  TOTAL
    ------------------------------------  -------    -------    -------   -------    ------    -----

<S>                                        <C>       <C>        <C>       <C>        <C>       <C>
    Revenues
      Lease revenue                        $    --   $     81   $  1,945  $  3,312   $     --  $  5,338
      Interest income and other                 --         --         --         6         86        92
      Net gain on disposition of                          182        301     1,965         --     2,448
    equipment
                                          --------------------------------------------------------------
        Total revenues                          --        263      2,246     5,283         86     7,878

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

    As of December 31, 2000
    Total assets                           $    --   $    107   $  3,580  $  1,275   $  2,573  $  7,535
                                          ==============================================================
----------
<FN>
(1) Includes interest income and costs not identifiable to a particular  segment
such as certain operations support and general and administrative expenses.
</FN>
</TABLE>

<TABLE>
<CAPTION>



                                                      MARINE
                                            AIRCRAFT CONTAINER   TRAILER   RAILCAR    ALL
    FOR THE YEAR ENDED DECEMBER 31, 1999    LEASING   LEASING    LEASING   LEASING    OTHER1       TOTAL
    ------------------------------------    -------   -------    -------   -------    ------       -----
<S>                                         <C>       <C>        <C>       <C>        <C>       <C>
    Revenues

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

    Expenses
      Operations support                         --          3        674     1,001         21     1,699
      Depreciation                               --        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 debts      --         (1)        10        21         --        30
                                            -------------------------------------------------------------
        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
                                            =============================================================

</TABLE>


                          PLM EQUIPMENT GROWTH FUND II
                              A LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000

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


                                                     MARINE
                                          AIRCRAFT  CONTAINER   TRAILER   RAILCAR     ALL
    FOR THE YEAR ENDED DECEMBER 31, 1998  LEASING    LEASING    LEASING   LEASING     OTHER2     TOTAL
    --------------------------------------------------------------------------------------------------
<S>                                          <C>       <C>        <C>        <C>       <C>       <C>
    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        4,835        (21)       775       401         --     5,990
      equipment
                                            --------------------------------------------------------------
        Total revenues                         4,918        233      3,576     4,627        213    13,567

    Expenses
      Operations support                          36          5        727     1,229         40     2,037
      Depreciation                                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 debts      (72)        --         11        12         --       (49)
                                            --------------------------------------------------------------
        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
                                            ==============================================================
</TABLE>
----------
2 Includes  interest income and costs not  identifiable to a particular  segment
such as  interest  expense  and  certain  operations  support  and  general  and
administrative expenses.



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                           2000          1999          1998
 ------------------------------  ----------------------------------------

   United States                 $   3,956     $   4,350     $   5,680

   Canada                            1,301         1,436         1,424

   Rest of the world                    81           163           251

                                 ----------------------------------------
       Lease revenues            $   5,338     $   5,949     $   7,355
                                 ========================================



                          PLM EQUIPMENT GROWTH FUND II
                              A LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000

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                                   2000          1999         1998         2000        1999          1998
    ------------------------------------  --------------------------------------- -------------------------------------

<S>                                       <C>           <C>          <C>          <C>          <C>         <C>
    United States                         $  2,661      $  1,278     $   3,270    $     --     $    --     $       --
    Canada                                     679           767         1,162          --          --             --
    Europe                                      --            --         3,702          --          --             --
    South Asia                                  --            --            --       1,304        (448)        (1,484)
    Rest of the world                           42          (258)         (182)         --          --             --
                                          --------------------------------------- -------------------------------------
    Regional income (loss)                   3,382         1,787         7,952       1,304        (448)        (1,484)
    Administrative and other                  (479)         (405)         (437)         --          --             --
                                          --------------------------------------- -------------------------------------
        Net income (loss)                 $  2,903      $  1,382     $   7,515    $  1,304     $  (448)    $   (1,484)
                                          ======================================= =====================================
</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                         2000        1999        1998            2000        1999         1998
       --------------------------  ------------------------------------   -------------------------------------

<S>                                <C>         <C>         <C>            <C>          <C>         <C>
       United States               $   3,743   $   5,372   $   7,014      $       --   $      --   $       --
       Canada                            432         614         809              --          --           --
       South Asia                         --          --          --              --         368          494
       Rest of the world                  69         686       1,166              --          --           --
                                   ----------------------------------     -------------------------------------
                                   ----------------------------------     -------------------------------------
           Net book value          $   4,244   $   6,672   $   8,989      $       --   $     368   $      494
                                   ==================================     =====================================
</TABLE>


7.   CONCENTRATIONS OF CREDIT RISK

     No single lessee accounted for more than 10% of the  consolidated  revenues
     for the years ended December 31, 2000, 1999 and 1998. In 2000,  however the
     Partnership  sold its remaining  investment in a USPE in which it had a 50%
     interest in an aircraft to Aegro Capital. The gain from this sale accounted
     for 14% of the Partnership's  revenues from wholly-owned equipment in 2000.
     In 1998, Sabre Airways purchased a commercial aircraft from the Partnership
     and the gain from the sale accounted for 27% of total consolidated revenues
     from wholly and partially owned equipment during 1998.

     As of  December  31,  2000 and  1999,  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, 2000,  the federal  income tax basis was higher than the
     financial  statement  carrying  values of certain assets and liabilities by
     $12.9 million,  primarily due to differences  in  depreciation  methods and
     equipment  reserves and the tax treatment of  underwriting  commissions and
     syndication costs.


                          PLM EQUIPMENT GROWTH FUND II
                              A LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000

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.

10.  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 be made from time to
     time. 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.

     Special distribution of $0.8 million and $3.9 million were paid in 2000 and
     1998, respectively. No special distributions were paid in 1999. In 2000 and
     1998, the General Partner paid special distributions of $0.10 and $0.50 per
     weighted-average  depositary  unit  respectively.  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.

11.  QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

     The following is a summary of the quarterly  results of operations  for the
     years ended  December 31, 2000 (in  thousands of dollars,  except per share
     amounts):
<TABLE>
<CAPTION>

                                     March        June         September         December
                                      31,          30,            30,               31,            Total
                                  ----------------------------------------------------------------------------
<S>                               <C>               <C>    <C>               <C>                <C>
     Operating results:
       Total revenues             $    1,494        1,910  $         1,590   $         2,884    $    7,878
       Net income                      1,592          624              508             1,483         4,207

     Per weighted-average
         depositary unit:

     Limited partners'
       net income                 $     0.21         0.07  $          0.06   $          0.19    $     0.53

</TABLE>



                          PLM EQUIPMENT GROWTH FUND II
                              A LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000

11.  QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (CONTINUED)

     The following is a summary of the quarterly  results of operations  for the
     years ended  December 31, 1999 (in  thousands of dollars,  except per share
     amounts):
<TABLE>
<CAPTION>

                                     March        June         September         December
                                      31,          30,            30,               31,            Total
                                  ----------------------------------------------------------------------------
<S>                               <C>               <C>    <C>               <C>                <C>
     Operating results:
       Total revenues             $    1,633        1,520  $         1,522   $         1,692    $    6,367
       Net income                        222          134              244               334           934

     Per weighted-average
         depositary unit:

     Limited partners'
       net income                 $     0.02         0.01  $          0.03   $          0.04    $     0.10

</TABLE>

12.  SUBSEQUENT EVENT

     In  February  2001,  PLM  International,  the  parent  of the  Partnership,
     announced that MILPI  Acquisition  Corp.  (MILPI) completed its cash tender
     offer for the outstanding common stock of PLM International. To date, MILPI
     has acquired 83% of the common shares outstanding.  MILPI will complete its
     acquisition  of PLM  International  by effecting a merger of MILPI into PLM
     International  under  Delaware  law. The merger is expected to be completed
     after  MILPI  obtains  approval  of  the  merger  by  PLM   International's
     shareholders  pursuant to a special shareholders' meeting which is expected
     to be held during the first half of 2001.









                     (This space intentionally left blank.)


                          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.

   24.      Powers of Attorney                                             39-41

   99. 1    East West 925.
__________________________

*Incorporated by reference. See page 20 of this report.