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For Quarter Ended                    March 31, 2002                  

Commission File Number                   0-21256                     

                            Cypress Equipment Fund II, Ltd.          
             (Exact name of Registrant as specified in its charter)

              Florida                                59-3082723      
   (State or other jurisdiction of                (I.R.S. Employer
    incorporation or organization)                 Identification No.)

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

Registrant's telephone number, including area code    (727) 573-3800  

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.

DOCUMENTS INCORPORATED BY REFERENCE

Parts I and II, 2001 Form 10-K, filed with the 
Securities and Exchange Commission on July 9, 2002
Parts III and IV - Form S-1 Registration Statement
and all amendments and supplements thereto
File No. 33-44119

NOTE 1 - ORGANIZATION

     Cypress Equipment Fund II, Ltd., (the "Partnership"), a Florida limited partnership, was formed November 13, 1991, for the purpose of acquiring and leasing transportation, manufacturing, industrial and other capital equipment. The Partnership was funded with limited partner capital contributions and commenced operations on June 22, 1992. The Partnership will terminate on December 31, 2015, or sooner, in accordance with the terms of the Limited Partnership Agreement. The Partnership has received Limited and General Partner capital contributions of $36,469,000 and $2,000, respectively.

     Cypress Equipment Management Corporation II, a California corporation and a wholly-owned subsidiary of Cypress Leasing Corporation, is the Managing General Partner; RJ Leasing - 2, Inc., a Florida corporation and a second tier subsidiary of Raymond James Financial, Inc., is the Administrative General Partner; and Raymond James Partners, Inc., a Florida corporation and a wholly-owned subsidiary of Raymond James Financial, Inc., is the other General Partner.

     Cash distributions, subject to payment of the equipment management fees, and profits and losses of the Partnership shall be allocated 99% to the Limited Partners and 1% to the General Partners. Once each Limited Partner has received cumulative cash distributions equal to his capital contributions, an incentive management fee equaling 4% of cash available for distributions will be paid to the General Partners. When each Limited Partner has received cumulative cash distributions equal to his capital contributions plus an amount equal to 8% of adjusted capital contributions per annum, an incentive management fee equaling 24% of cash available for distributions will be paid to the General Partners.

NOTE 2 - NOTES PAYABLE

     A significant amount of the rental equipment acquired by the Partnership is pledged at time of purchase as collateral for the notes payable.

     There were no additional borrowing or payments for the three months ended March 31, 2002.

NOTE 3 - COMPENSATION AND REIMBURSEMENTS TO GENERAL PARTNERS AND AFFILIATES

     The General Partners and their affiliates are entitled to the following types of compensation and reimbursements for costs and expenses incurred for the Partnership for the three months ended March 31, 2002:

     General and Administrative Costs   $ 3,379

NOTE 4 - BASIS OF PREPARATION

     The unaudited financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles. These statements should be read in conjunction with the financial statements and notes thereto included with the Partnership's Form 10-K for the year ended December 31, 2001. In the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to summarize fairly the Partnership's financial position and results of operations. The results of operations for the period may not be indicative of the results to be expected for the year.

NOTE 5 - CASH AND CASH EQUIVALENTS

     It is the Partnership's policy to include short-term investments with an original maturity of three months or less in Cash and Cash Equivalents. These short-term investments are comprised of money market mutual funds and a repurchase agreement. All of the Partnership's securities included in Cash and Cash Equivalents are considered held-to-maturity. The balance of $418,955 at March 31, 2002, represents cash of $25,199, a repurchase agreement of $375,537, and money market mutual funds of $18,219.

NOTE 6 - SUBSEQUENT EVENTS

None.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Three Months Ended March 31, 2002, Compared to Three Months Ended March 31, 2001.

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

     Rental income for the three months ended March 31, 2002 was comparable to the three month period ended March 31, 2001. Interest income decreased for the three months ended March 31, 2002, as compared to the three months ended March 31, 2001 because of lower average balances of cash for investment. During the three months ended March 31, 2002 and March 31, 2001, the Partnership did not sell any equipment.

     The 4% incentive management fee was earned with the August 10, 1999 distribution as each Limited Partner has received cumulative cash distributions equal to his capital contribution. The 19% incentive management fee was earned in total with the April 2001 distribution as all Limited Partners began receiving cumulative cash distributions equal to payout plus an amount equal to 8% of adjusted capital contributions per annum cumulative from each limited partner's closing date. Incentive management fees decreased from $381,266 for the three months ended March 31, 2001 to $0 for the three months ended March 31, 2002, since no further distributions, on which incentive management fees are based, have been made.

     Interest expense was comparable the three months ended March 31, 2002, as compared the three months ended March 31, 2001. Depreciation expense decreased for the three months ended March 31, 2002 versus 2001, due to a lower average depreciable basis of equipment.

     The net effect of the above revenue and expense items resulted in a net loss of $92,869 for the three months ended March 31, 2002, compared to a net loss of $407,258 for the three months ended March 31, 2001.

     During the three months ended March 31, 2002, the Partnership did not incur any additional borrowing and made $0 of principal payments on notes.

Liquidity and Capital Resources

     Short-term liquidity requirements consist of funds needed to make cash distributions to limited and general partners and meet administrative expenses. Cash and Cash Equivalents at March 31, 2002, future rental income, interest income, and distributions needs will fund these short-term needs.

     For the three months ended March 31, 2002, the Partnership had a net loss of $92,869. After adjusting net loss during this period for depreciation and amortization, and the changes in operating assets and liabilities, net cash used by operating activities was $62,257. Cash provided by investing activities consisted of $37,299 of distributions from the Investment in Partnerships. In total, during the three months ending March 31, 2002, Cash and Cash Equivalents decreased $24,958 from operating activities and investing activities, resulting in an ending Cash and Cash Equivalent balance as of March 31, 2002, of $418,955.

     In the opinion of the General Partners, the Partnership will have, through Cash and Cash Equivalents at March 31, 2002, and through future rental income, interest income, and equipment sales proceeds, sufficient funds to remain liquid for the foreseeable future. The General Partners are not aware of any trends that could adversely affect the Partnership's liquidity or the ability to meet near-term obligations.

PART II - Other Information

Item 6.   Exhibits and Reports on Form 8-K

    a)    Exhibits - None.
    b)    Reports on Form 8-K -None.

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


                            Cypress Equipment Fund II, Ltd.
                            RJ Leasing - 2, Inc.
                            Administrative General Partner




Date:  August 29, 2002          By: /s/J. Davenport Mosby, III
                                    J. Davenport Mosby, III
                                    President
                                    RJ Leasing - 2, Inc.
                                    A General Partner


Date:  August 29, 2002          By: /s/Stephen R. Harwood
                                    Stephen R. Harwood
                                    President
                                    Cypress Equipment Management Corp. II


Date:  August 29, 2002          By: /s/Alex A. Najjar
                                    Alex A. Najjar
                                    Executive Vice President
                                    Cypress Equipment Management Corp.II