CYPRESS EQUIPMENT FUND II LTD - 10-Q Quarterly Report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549-1004

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For Quarter Ended                 September 30, 2003

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 No.
incorporation or organization)

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

Registrant's telephone number, including area code    (727) 567-4830

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

                                                      Number of Units at
Title of Each Class                                   September 30, 2003
Units of Limited Partnership
Interest: $1,000 per unit                                 36,469

DOCUMENTS INCORPORATED BY REFERENCE

Parts I and II, 2003 Form 10-K, filed with the
Securities and Exchange Commission on June 25, 2003
Parts III and IV - Form S-1 Registration Statement
and all amendments and supplements thereto
File No. 33-44119

PART I - Financial Information
Item 1. Financial Statements

CYPRESS EQUIPMENT FUND II, LTD.
(a Limited Partnership)
BALANCE SHEETS

	September 30, 2003	December 31, 2002
ASSETS Deposit on Equipment Rent and Sales Proceeds Receivable Cash and Cash Equivalents Total Assets LIABILITIES AND PARTNERS' EQUITY Liabilities: Notes Payable Payable to: General Partners Others Total Liabilities Partners' Equity: Limited Partners (36,469 units outstanding at September 30, 2003 and December 31, 2002) General Partners Total Partners' Equity Total Liabilities and Partners' Equity	(Unaudited) $ 0 0 1,333,291 - ----------- $ 1,333,291 =========== $ 0 314,443 4,693 - ----------- 319,136 - ----------- 1,322,944 (308,789) - ----------- 1,014,155 - ----------- $ 1,333,291 ============	(Audited) $ 2,410,000 11,000 278,694 - ----------- $ 2,699,694 =========== $ 1,845,015 20,291 233,463 - ----------- 2,098,769 - ----------- 913,846 (312,921) - ----------- 600,925 - ----------- $ 2,699,694 ============

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

CYPRESS EQUIPMENT FUND II, LTD.
STATEMENTS OF OPERATIONS
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30,

	2003 - ----	2002 - ----
Revenues: Rental Income Interest Income Gain (Loss) on Sale of Equipment Gain on Sale of Other Gain on Sale of Equipment Held for Sale Total Revenues Operating Expenses: Management Fees-General Partners Incentive Management Fees - General Partners Equipment Resale Fees - General Partners General and Administrative: Affiliates Other Interest Expense Depreciation and Amortization Total Operating Expenses Net Income (Loss) Before Equity in Income of Partnership Equity in Partnership Net Income (Loss) Allocation of Net Income (Loss): Limited Partners General Partners Net Income (Loss) per $1,000 Limited Partnership Unit Outstanding Number of Limited Partnership Units Outstanding	$ 0 2,037 0 0 921,462 - ---------- 923,499 - ---------- 0 314,239 34,250 4,672 104,013 53,095 0 - ---------- 510,269 - ---------- 413,230 0 - ---------- $ 413,230 ========== $ 409,098 4,132 - ---------- $ 413,230 ========== $ 11.22 ========== 36,469 ==========	$ 60,000 1,778 (51,989) 2,376 0 - ---------- 12,165 - ---------- 3,951 0 0 7,152 502,062 90,941 26,756 - ---------- 630,862 - ---------- (618,697) 11,022 - ---------- $ (607,675) ========== $ (601,598) (6,077) - ---------- $ (607,675) ========== $ (16.50) ========== 36,469 ==========

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

CYPRESS EQUIPMENT FUND II, LTD.
STATEMENTS OF OPERATIONS
(Unaudited)
FOR THE THREE MONTHS ENDED SEPTEMBER 30,

	2003 - ----	2002 - ---
Revenues: Rental Income Interest Income Gain (Loss) on Sale of Equipment Gain on Sale of Other Total Revenues Operating Expenses: Management Fees-General Partners Incentive Management Fees - General Partner General and Administrative: Affiliates Other Interest Expense Depreciation and Amortization Total Operating Expenses Net (Loss) before Equity in Income of Partnership Equity in Partnership Net (Loss) Allocation of Net (Loss): Limited Partners General Partners Net Income (Loss) per $1,000 Limited Partnership Unit Outstanding Number of Limited Partnership Units Outstanding	$ 0 865 0 0 - ---------- 865 - ---------- 0 314,239 3,654 20,320 0 0 - ---------- 338,213 - ---------- (337,348) 0 - ---------- $ (337,348) ========== $ (333,975) (3,373) - ---------- $ (337,348) ========== $ (9.16) ========== 36,469 ==========	$ 16,500 404 (399) 2,376 - ---------- 18,881 - ---------- 979 0 3,773 157,637 30,659 7,062 - ---------- 200,110 - ---------- (181,229) 11,022 - ---------- $ (170,207) ========== $ (168,505) (1,702) - ---------- $ (170,207) ========== $ (4.62) ========== 36,469 ==========

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

CYPRESS EQUIPMENT FUND II, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30,

	2003 - ----	2002 - ----
Cash Flows from Operating Activities: Net Income (Loss) Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Loss on Sale of Equipment Depreciation and Amortization Deferred Interest on Notes Payable Equity in Income of Investment in Partnership Changes in Operating Assets and Liabilities: Decrease in Equipment Held for Sale Decrease in Rents Receivable Increase (Decrease) in Payable to: General Partners Other Net Cash Provided (Used) by Operating Activities Cash Flows from Investing Activities: Distributions Received Proceeds from Sale of Equipment Proceeds from Sale of Partnership Net Cash Provided By Investing Activities Cash Flows from Financing Activities: Repayment of Notes Payable Net Cash Used by Financing Activities Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Period Cash and Cash Equivalents at End of Period	$ 413,230 0 0 53,095 0 2,410,000 11,000 294,152 (228,770) - ---------- 2,952,707 - ---------- 0 0 0 - ---------- 0 - ---------- (1,898,110) - ---------- (1,898,110) - ---------- 1,054,597 278,694 - ---------- $1,333,291 ==========	$ (607,675) 51,989 26,756 90,941 (11,022) 0 5,682 (1,044) (19,069) - ---------- (463,442) - ---------- 60,049 67,732 94,662 - ---------- 222,443 - ---------- 0 - ---------- 0 - ---------- (240,999) 443,913 - ---------- $ 202,914 ==========

Non-Cash Activities:

Notes Payable in 2003 were increased by $53,095, the amount of Deferred Interest on Notes Payable.

Notes Payable in 2002 were increased by $90,941, the amount of Deferred Interest on Notes Payable.

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

CYPRESS EQUIPMENT FUND II, LTD.
(a Limited Partnership)

NOTES TO FINANCIAL STATEMENTS
(Unaudited)
September 30, 2003

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 23% of cash available for distributions will be paid to the General Partners.

NOTE 2 - NOTES PAYABLE

   During the nine months ended September 30, 2003, the final loan was paid off in the amount of $1,898,110.

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 nine months ended September 30, 2003:

      Incentive Management Fees                $314,239
      Equipment Resale Fees                      34,250
      General and Administrative Costs            4,672

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, 2002. 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 $1,333,291 at September 30, 2003, represents cash of $4,195, and money market mutual funds of $1,329,096.

NOTE 6 - SUBSEQUENT EVENTS

On October 31, 2003 the limited partners were paid a final distribution of $990,082.00. The general partners were paid the incentive management fee of $314,239 on November 3, 2003.

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

Nine Months Ended September 30, 2003, Compared to Nine Months Ended September 30, 2002.

   The Partnership expects to liquidate by December 31, 2003. The remaining asset is Cash and Cash Equivalents.

   Rental income for the nine months ended September 30, 2003 is $0 as there are no leases to produce revenue. Rental income for the nine months ended September 30, 2002 was $60,000. Interest income was comparable for the nine months ended September 30, 2003 and September 30, 2002. During the nine months ended September 30, 2003 equipment held for sale was sold for a gain of $921,462. During the nine months ended September 30, 2002 equipment with a book value of $119,719 was sold for $69,000 less expenses of sale of $1,270, resulting in a loss on sale of $51,989.

   Interest expense was comparable the nine months ended September 30, 2003 and the nine months ended September 30, 2002. Depreciation expense decreased from $19,964 for the nine months ended September 30, 2002 to $0 for the nine months ended September 30, 2003, as there is no depreciable equipment. General and Administrative Expenses decreased from $509,214 for the nine months ended September 30, 2002 to $108,685 for the nine months ended September 30, 2003. This was primarily due to decreased legal costs associated with the deposit for the right to obtain title for a specialty tug and barge on December 31, 2002.

   The net effect of the above revenue and expense items resulted in net income of $413,230 for the nine months ended September 30, 2003, compared to a net loss of $607,675 for the nine months ended September 30, 2002.

   During the nine months ended September 30, 2003, the final loan was paid off in the amount of $1,898,110.

Three Months Ended September 30, 2003, Compared to Three Months Ended September 30, 2002.

   Rental income for the three months ended September 30, 2003 is $0 as there are no leases to produce revenue. Rental income for the three months ended September 30, 2002 was $16,500. Interest income was comparable for the three months ended September 30, 2003 and September 30, 2002. During the three months ended September 30, 2002, equipment with a book value of $119,719 was sold for $69,000 less expenses of sale of $1,270, resulting in a loss on sale of $51,989.

   Interest expense for the three months ended September 30, 2003 was $0 as there are no outstanding loans. For the three months ended September 30, 2002 was $30,659. Depreciation expense decreased from $7,062 for the three months ended September 30, 2002 to $0 for the three months ended September 30, 2003, as there is no depreciable equipment. General and Administrative Expenses decreased from $161,410 for the three months ended September 30, 2002 to $23,974 for the three months ended September 30, 2003. This was primarily due to decreased legal costs associated with the deposit for the right to obtain title for a specialty tug and barge on December 31, 2002.

   The net effect of the above revenue and expense items resulted in net loss of $337,348 for the three months ended September 30, 2003, compared to a net loss of $170,207 for the three months ended September 30, 2002.

Liquidity and Capital Resources

   Short-term liquidity requirements consist of funds needed to make cash distributions to limited and general partners, administrative expenses. These short-term needs will be funded by Cash and Cash Equivalents at September 30, 2003.

   For the nine months ended September 30, 2003, the Partnership had a net income of $413,230. After adjusting net income during this period for the changes in operating assets and liabilities, net cash provided by operating activities was $2,952,707 and $1,898,110 was used to pay off the notes payable. In total, during the nine months ending September 30, 2003, Cash and Cash Equivalents increased $1,054,597 from operating activities and financing activities, resulting in an ending Cash and Cash Equivalent balance as of September 30, 2003, of $1,333,291.

   In the opinion of the General Partners, the Partnership will have, through Cash and Cash Equivalents at September 30, 2003, sufficient funds to make a final distribution and meet other obligations.

Item 4. Controls and Procedures:

Within 90 days prior to the filing of this report, under the supervision and with the participation of the Partnership's management, including the Partnership's chief executive and chief financial officers, an evaluation of the effectiveness of the Partnership's disclosure controls and procedures (as defined in Rule 13a-14(c)under the Securities Exchange Act of 1934) was performed. Based on this evaluation, such officers have concluded that the Partnership's disclosure controls and procedures were effective as of the date of that evaluation in alerting them in a timely manner to material information relating to the Partnership required to be included in this report and the Partnership's other reports that it files or submits under the Securities Exchange Act of 1934. There were no significant changes in the Partnership's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

PART II - Other Information

Item 6.   Exhibits and Reports on Form 8-K

    a)        Exhibits - None.

    b)        Reports on Form 8-K -None.

SIGNATURES

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

                                  Cypress Equipment Fund II, Ltd.

Date:  November 12, 2003          By: /s/Stephen R. Harwood
                                      Stephen R. Harwood
                                      President of the Managing Partner
                                      Cypress Equipment Management Corp. II

Date:  November 12, 2003          By: /s/ Carol Georges
                                      Carol Georges
                                      Director of Accounting
                                      Partnership Administration
                                      Raymond James and Associates

CERTIFICATIONS*

I, Stephen R. Harwood, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cypress Equipment Fund II, Ltd.;

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

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

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

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

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

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

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

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

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

6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 12, 2003         By: /s/Stephen R. Harwood
                                    Stephen R. Harwood
                                    President of the Managing Partner
                                    Cypress Equipment Management Corp. II

I, Carol Georges, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cypress Equipment Fund II, Ltd.;

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

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

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

Date: November 12, 2003        By: /s/ Carol Georges
                                   Carol Georges
                                   Director of Accounting
                                   Partnership Administration
                                   Raymond James and Associates