PLM EQUIPMENT GROWTH FUND II
10-Q, 1994-11-14
EQUIPMENT RENTAL & LEASING, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ___________________
                                    FORM 10-Q


    [x]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 
       For the fiscal quarter ended September 30, 1994.

    [ ]   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 33-32258
                             _______________________

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

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

    One Market, Steuart Street Tower
    Suite 900, San Francisco, CA       94105-1301
    (Address of principal              (Zip code)   
    executive offices)

        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 the number of units outstanding of each of the issuer's classes of
partnership units, as of the last practicable date:  

          Class                               Outstanding at November 11, 1994

    Limited Partnership Depositary Units               7,492,905
    General Partnership Units                                  1
    Limited Partnership Units
    General Partnership Units

<PAGE>
<TABLE>


                          PLM EQUIPMENT GROWTH FUND II
                             (A Limited Partnership)

                                 BALANCE SHEETS
                             (thousands of dollars)
<CAPTION>
                                     ASSETS

                                                                                 
                                          September 30,        December 31,
                                               1994                 1993    
<S>                                         <C>               <C>         
Equipment held for operating leases         $    124,750      $    149,451
Less accumulated depreciation                    (72,739)          (83,035)
  Net equipment                                   52,011            66,416

Cash and cash equivalents                         18,257             5,996
Restricted cash                                      382             8,178
Accounts receivable, less allowance             
  for doubtful accounts of $260 in 1994 
  and $235 in 1993                                 2,623             2,807
Deferred charges, net of accumulated
  amortization of $1,717 in 1994
  and $1,855 in 1993                                 336               489
Prepaid expenses and other assets                    110               320
                                                        
        Total assets                        $     73,719      $     84,206

                                                                          
LIABILITIES AND PARTNERS' CAPITAL 

Liabilities:

Accounts payable and accrued expenses       $      1,297      $      1,773
Due to affiliates                                    314               355
Notes payable                                     35,000            35,000
Prepaid deposits and reserve for repairs           3,577             4,216
      Total liabilities                           40,188            41,344

Partners' capital (deficit):

Limited Partners (7,492,905 Depositary Units,
  including 1,150 Depositary Units held in the 
  Treasury) at September 30, 1994  
  and December 31, 1993                           34,256            43,894
General Partner                                     (725)           (1,032)
      Total partners' capital                     33,531            42,862  

        Total liabilities and partners'
          capital                           $     73,719      $     84,206

</TABLE>

                 See accompanying notes to financial statements.
<PAGE>

<TABLE>
                          PLM EQUIPMENT GROWTH FUND II
                             (A Limited Partnership)

                            STATEMENTS OF OPERATIONS
                 (thousands of dollars except per unit amounts)
<CAPTION>
                                For the three months     For the nine months   
                               ended September 30,     ended September 30,  
                                   1994     1993        1994        1993   
<S>                            <C>        <C>        <C>        <C>        
Revenues:
  Lease revenue                $     5,983$    7,357 $    18,263$    22,787
  Interest and other income            175        53         531        198
  Net gain on disposition of 
    equipment                          125         38         765      6,550
        Total revenues               6,283     7,448      19,559     29,535

Expenses:
  Depreciation and amortization      2,710     3,514       8,231     10,092
  Management fees to affiliate         299       365         911      1,148
  Interest expense                     569       408       1,942      1,296
  Insurance expense to affiliate       135       243         239        854
  Other insurance expense              158       162         505        662
  Repairs and maintenance              770     1,461       3,350      3,956
  Marine equipment operating 
    expenses                         1,074     1,097       2,929      4,108
  General and administrative 
    expenses to affiliates             185       247         522        595
  Other general and administrative  
    expenses                           194       314         741        889
  Bad debt expense                       5        --          55         --
  Loss on revaluation of
    equipment                           --        --          --        161
        Total expenses               6,099      7,811      19,425     23,761
 
Net income (loss)              $       184$     (363) $       134$     5,774

Partners' share of net income (loss):
  Limited Partners             $      (234)$     (521) $      (646)$     5,300
  General Partner                    418         158         780        474
        Total                  $       184$     (363) $       134$     5,774

Net income (loss) per Depositary 
  Unit (7,492,905 Units, including 
  1,150 Units held in Treasury  
  at September 30, 1994 and 1993;$     (0.03)$    (0.06) $     (0.09)$      0.70

Cash distributions             $     3,155$    3,196 $     9,465$     9,510

Cash distributions per
  Depositary Unit              $      0.40$     0.40 $      1.20$      1.20

                 See accompanying notes to financial statements.
<PAGE>

</TABLE>
<TABLE>


                          PLM EQUIPMENT GROWTH FUND II
                             (A Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                             (thousands of dollars)
<CAPTION>
                                                     For the nine months ended
                                                           September 30,        
                                                       1994            1993     
<S>                                                <C>           <C>         
Operating activities:                                          
  Net income                                       $        134   $     5,774
  Adjustments to reconcile net income to
    net cash provided by operating activities:
      Net gain on disposition of equipment                 (765)         (6,550)
      Loss on revaluation of equipment                       --           161
      Write-off of unamortized loan origination costs       305            --
      Depreciation and amortization                       8,231        10,092
      Changes in operating assets and liabilities
        Restricted cash                                     (91)          (14)
        Accounts receivable, net                            278        (1,491)
        Due to affiliates                                  (146)           68
        Prepaid expenses and other assets                   210           354
        Insurance reimbursement receivable                   --         2,661
        Accounts payable and accrued expenses              (636)          219
        Prepaid deposits and reserve for repairs          1,561         1,822
Cash provided by operating activities                     9,081        13,096

Investing activities:
  Proceeds from disposition of equipment                  9,782        12,796
  Payments of acquisition-related fees to affiliate         (93)         (565)
  Payments for purchase of equipment                     (3,949)      (12,343)
  Payments for capital improvements                        (725)           --
  Payments for lease negotiation fees                       (21)           --
  Decrease in restricted cash                             7,887         1,524
Cash provided by investing activities                    12,881         1,412

Financing activities:
  Proceeds from note payable                             35,000            --
  Principal payments on notes payable                   (35,000)       (3,218)
  Cash distributions paid to partners                    (9,465)       (9,510)
  Payments of debt issuance costs                          (236)          -- 
  Repurchase of Depositary Units                             --           (70)
  Payment for loan fees                                      --           (50)
Cash used in financing activities                        (9,701)      (12,848)

Cash and cash equivalents:
Net increase in cash and cash equivalents                12,261         1,660

Cash and cash equivalents at beginning of period          5,996         2,225

Cash and cash equivalents at end of period         $     18,257   $     3,885

Supplemental information:
  Interest paid                                    $      1,638   $     1,312

</TABLE>

                 See accompanying notes to financial statements.
<PAGE>

                 PLM EQUIPMENT GROWTH FUND II
                    (A Limited Partnership)
                 NOTES TO FINANCIAL STATEMENTS
                      September 30, 1994




1.      Opinion of Management

        In the opinion of the management of PLM Financial
        Services, Inc., the General Partner, the accompanying
        unaudited financial statements contain all adjustments
        necessary, consisting primarily of normal recurring
        accruals, to present fairly the financial position of PLM
        Equipment Growth Fund II (the "Partnership") as of
        September 30, 1994, the statements of operations for the
        three and nine months ended September 30, 1994 and 1993,
        and the statements of cash flows for the nine months
        ended September 30, 1994 and 1993.  Certain information
        and footnote disclosures normally included in financial
        statements prepared in accordance with generally accepted
        accounting principles have been condensed or omitted from
        the accompanying financial statements.  For further
        information, reference should be made to the financial
        statements and notes thereto included in the
        Partnership's Annual Report on Form 10-K for the year
        ended December 31, 1993, on file at the Securities and
        Exchange Commission.

2.      Reclassification

        Certain amounts in the 1993 financial statements have
        been reclassified to conform with the 1994 presentation. 
        Transportation equipment held for operating leases at
        September 30, 1994, and December 31, 1993, includes
        equipment previously reported as held for sale.

3.      Restricted Cash

        Under the Partnership's new loan agreement (See Footnote
        6 to the Financial Statements), at September 30, 1994,
        the Partnership is no longer required to deposit proceeds
        realized on the sale or disposal of equipment into a
        joint escrow account, to be held for equipment
        acquisitions or debt paydown only.  At December 31, 1993,
        the Partnership was required to deposit proceeds realized
        on the sale or disposal of equipment into the joint
        escrow account, and the proceeds could only be used for
        the above-mentioned purposes.

4.      Cash Distributions

        Cash distributions are recorded when paid and totaled
        $9,465,000 and $3,155,000 for the nine and three months
        ended September 30, 1994, respectively. Cash
        distributions to unitholders in excess of net income are
        considered to represent a return of capital.  Cash
        distributions to unitholders of $8,992,000 and $3,734,000
        for the nine months ended September 30, 1994, and 1993,
        respectively, were deemed to be a return of capital.

        Cash distributions of $2,997,000 ($0.40 per Depositary
        Unit) were declared on September 14, 1994, and are to be
        paid on November 15, 1994, to the unitholders of record
        as of September 30, 1994.  


        
<PAGE>

                 PLM EQUIPMENT GROWTH FUND II
                    (A Limited Partnership)
                 NOTES TO FINANCIAL STATEMENTS
                      September 30, 1994



5.      Equipment                                              
                                                               

        Equipment held for operating leases is stated at cost. 
        As of September 30, 1994, the General Partner
        reclassified assets shown as held for sale at December
        31, 1993, to equipment held for operating lease, unless
        the particular asset is subject to a pending contract of
        sale.                                                  

        The components of equipment are as follows (in
        thousands):
<TABLE>
<CAPTION>                                                      
                                                September 30,  December 31,
                                                     1994         1993

<S>     
Equipment held for operating leases:

<S>                                             <C>            <C>
     Rail equipment                             $     19,768   $    19,800
     Marine containers                                18,476        17,889
     Marine vessels                                    4,702        29,461
     Aircraft                                         50,644        49,939
     Trailers and tractors                            14,844        16,049
     Mobile offshore drilling unit                    16,316        16,313
                                                     124,750       149,451
     Less accumulated depreciation                   (72,739)      (83,035)

        Net equipment                           $     52,011  $     66,416 

</TABLE>

   As of September 30, 1994, all equipment in the Partnership
   portfolio was either on lease or operating in PLM-affiliated
   short-term trailer rental facilities, except for 337 marine
   containers.  As of December 31, 1993, 73 marine containers and
   three railcars were off lease.  The aggregate carrying value
   of equipment off lease was $1,520,000 and $172,000 at
   September 30, 1994, and December 31, 1993, respectively.

   Between January 1, 1994, and September 30, 1994, the
   Partnership purchased 1,959 used marine containers and 113
   trailers at a cost of $3,949,000 and was obligated to pay
   acquisition and lease negotiation fees of $217,000 (of which
   $114,000 has been paid) to PLM Transportation Equipment
   Corporation ("TEC"), a wholly-owned subsidiary of the General
   Partner.  Between January 1, 1993, and September 30, 1993, the
   Partnership purchased 26 trailers at a cost of $241,000 and
   was obligated to pay acquisition and lease negotiation fees of
   $14,000 to TEC. In addition, the Partnership purchased a 55%
   interest in a mobile offshore drilling unit for $12,100,000
   (the remaining interest in this equipment is owned by an
   affiliated partnership).  In connection with this purchase,
   the Partnership was obligated to pay acquisition and lease
   negotiation fees of $666,000 (of which $451,000 has been paid)
   to TEC.  

   During the nine months ended September 30, 1994, the
   Partnership sold or disposed of 328 marine containers, two
   railcars, 266 trailers, and two marine vessels with a net book
   value of $11.1 million, and unused drydock reserves and
   closing costs of $2.0  million, for proceeds of $9.8 million. 
   For the nine months ended September 30, 1993, the Partnership
   sold or disposed of 237 marine  containers, 639  railcars, two
   marine vessels, 23 tractors and 54 trailers with a net book
   value of $7.0 million, and unused drydock reserves of $0.7
   million, for proceeds of $12.8 million. 

<PAGE>

                 PLM EQUIPMENT GROWTH FUND II
                    (A Limited Partnership)
                 NOTES TO FINANCIAL STATEMENTS
                      September 30, 1994



6.      Notes Payable

   On March 31, 1994, the Partnership completed a refinancing of
   its $35 million bank loan which was due on September 30, 1995. 
   

   The new $35 million loan facility is unsecured and non-
   recourse, limits additional borrowings, and specifies
   covenants related to collateral coverage, fixed charge
   coverage, ratios for market value, and composition of the
   equipment owned by the Partnership.  The loan facility bears
   interest at LIBOR + 1.55% per annum (6.36% at September 30,
   1994) and is payable quarterly in arrears.  Principal is
   payable in annual installments of $4 million on March 31, 1996
   and 1997, $9 million on March 31, 1998 and 1999, and a final
   payment of $9 million on March 31, 2000.

7.      Subsequent Event

   During November 1994, the Partnership purchased for $8.0
   million, 536 piggyback trailers, which are currently on lease
   with Kankakee, Beaverville and Southern Railroad Company.

<PAGE>

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

Liquidity and Capital Resources

(A)     Sources

   The Partnership's primary source of liquidity is operating
cash flow.  The Partnership's level of operating cash flow has
declined from 1993 levels due in part to depressed conditions in
certain equipment markets (see "Trends" below) that have
impacted re-leasing rates, and the sale of certain partnership
equipment.
   The Partnership uses net operating cash flow primarily to pay
cash distributions to the Partners and, to the extent available,
to add to working capital reserves. Proceeds realized from the
sale or disposal of equipment may be used for the purchase of
additional equipment or the repayment of outstanding debt.  The
Partnership's sources of capital include proceeds from its
initial public offering of limited partnership units, debt
financing, and during the reinvestment phase of the Partnership,
excess net cash flow from operations remaining after a certain
level of distributions has been made to the Limited Partners.
   On March 31, 1994, the Partnership  completed a refinancing of
its $35 million bank loan  which  was due on  September 30,
1995.   The new debt comprises notes  payable of  $35 million,
and the corresponding loan agreements require the Partnership to
maintain a minimum debt coverage ratio based on the fair market
value of equipment, a minimum fixed charge coverage ratio, and
limits over-concentration in any one equipment type.  The loan
facility bears interest at LIBOR + 1.55% per annum (6.36% at
September 30, 1994) and is payable quarterly in arrears. 
Principal is payable in annual installments of $4 million on
March 31, 1996 and 1997, $9 million on March 31, 1998 and 1999,
and a final payment of $9 million on March 31, 2000.  The
Partnership is currently in compliance with the debt covenants.

(B)     Asset Sales and Purchases
   Equipment sales and dispositions prior to the Partnership's
planned liquidation phase can result from a performance-based
decision by the General Partner or, in some cases, an election
of the lessee provided for in certain lease agreements. 
Additionally, certain lessees are required to pay stipulated
loss values on equipment lost or disposed of during the term of
the lease agreement.  The General Partner intends to use the
proceeds realized either from the selective sale of assets or
the incidental disposal of equipment to invest in additional
equipment during the reinvestment phase of Partnership
operations, and subsequent to that phase, to distribute such
proceeds to the Partners or pay down debt.
Proceeds from these sales, together with excess net operating
cash flow from operations that remains after cash distributions
have been made to the Limited Partners, will be used to acquire
additional equipment throughout the intended seven year
reinvestment phase for the Partnership which ends September 30,
1995.
   During the nine months ended September 30, 1994, the
Partnership purchased 1,959 marine containers and 113 trailers
at a cost of $3.9 million, and disposed of 328 marine
containers, two railcars, 266 trailers, and two marine vessels
for proceeds of $9.8 million.
   In November, 1994, the Partnership also purchased for $8.0
million, 536 piggyback trailers which are currently on lease
with Kankakee, Beaverville and Southern Railroad Company.      
Except as stated above, the General Partner has no additional
planned expenditures but anticipates available cash will be
invested in equipment as appropriate opportunities are
identified.  Additionally, the General Partner is not aware of
any contingencies that would require capital resources other
than those provided by operating cash flow and sales and
liquidation proceeds.
(C)     Depositary Unit Repurchase Plan
   On December 28, 1992, the Partnership engaged in a program to
repurchase up to 200,000 Depositary Units.  As of September 30,
1994, the Partnership had cumulatively repurchased 6,700
Depositary Units at a cost of $70,000.  In October, a total of
1,800 units were repurchased at a cost of $21,000.
(D)     Market Values

   The General Partner prepares an evaluation of the fair market
value and net realizable value of the Partnership's equipment
portfolio at least annually, using, among other sources,
independent third-party appraisals, values reported in trade
publications, and comparative values from arms-length
transactions for similar equipment.  Concurrently, the General
Partner evaluates whether the current fair market value of
equipment represents the effects of current market conditions or
permanent impairment of value (e.g., technological obsolescence
or regulatory changes, etc.).  Equipment whose carrying value is
determined to be permanently impaired, without possibility of
being leased at an acceptable rate, has its book value adjusted
to its estimated net realizable value.  Uncertain market
conditions have caused the General Partner to continuously
monitor the changes in market values for Partnership equipment,
and on occasion, the General Partner has made adjustments to
Partnership equipment values to reflect this volatility.  While
there has continued to be a general decline in certain market
values, the total fair market value of the assets still exceeds
the Partnership's carrying value.  No adjustments to reflect
impairment of equipment carrying values were required in the 
nine months ended September 30, 1994. 
Comparison of the Partnership's Operating Results for the Three
Months Ended September 30, 1994 and 1993

(A)     Revenues

   Total revenues of $6.3 million for the quarter ended September
30, 1994, declined from $7.4 million for the same period in
1993. This decrease resulted primarily from lower lease revenue.
(1)     Lease revenues decreased to $6.0 million in the quarter
ended September 30, 1994, from 
$7.4 million in the same period in 1993.  The following table
lists lease revenues earned by equipment type:
<TABLE>
<CAPTION>

                                             For the three months ended 
                                                     September 30,       
                                                1994             1993      
       
       <S>                                   <C>           <C>         
       Marine vessels                        $      1,653  $      2,942
       Rail equipment                               1,202         1,183
       Aircraft                                     1,171         1,244
       Trailers and tractors                          899           895
       Mobile offshore drilling units                 643           482
       Marine containers                              415           611
                                             $      5,983   $     7,357

</TABLE>

Significant revenue component changes from quarter to quarter
resulted primarily from:
            
    (a)  declines of $1.3 million in marine vessel revenues due
to the sale of one marine vessel in the fourth quarter 1993,
which was on a voyage charter during the third quarter of 1993,
and lower re-lease charter rates for two vessels which were sold
at the end of the third quarter of 1994;
   (b)  declines of $0.2 million in marine container revenues
primarily due to a group of marine containers which were on-
lease in the third quarter of 1993, but off-lease in 1994,
offset, in part, by revenue earned on the 1,959 containers
purchased in 1994; 
   (c)  an increase of $0.2 million in mobile offshore drilling
unit ("rig") revenue due to a full quarter of revenue received
in 1994 compared to a partial quarter in 1993.  The acquisition
of a 55% interest in the rig occurred during July 1993;
   (d)  declines of $0.1 million in aircraft revenue due to the
sale of an aircraft in the fourth quarter of 1993.   
(2)     Net  gain on  disposition of  equipment  during the third 
quarter of 1994 totaled $0.1 million from the sale or disposal
of four trailers, 144 marine containers, two railcars, and two
marine vessels with a net book value of $9.9 million, and unused
drydock reserves and closing costs of $2.0 million, for proceeds
of $8.0 million.  During the same period in 1993, the net gain
on disposition of equipment was $0.04 million from the sale or
disposal of 51 railcars, three tractors and trailers, and 91
marine containers with a net book value of $0.25 million, for
proceeds of $0.29 million.

(B)     Expenses
   Total expenses for the quarter ended September 30, 1994,
decreased to $6.1 million from $7.8 million for the same period
in 1993.  The decrease in 1994 expenses was primarily
attributable to decreases in depreciation expense, repairs and
maintenance, and overall general and administrative expenses.
(1)     Direct operating expenses (defined as repairs and
maintenance, insurance expenses, and marine operating expenses)
decreased to $2.1 million in the third quarter of 1994, from 
$3.0 million in the same period in 1993.  This decrease resulted
from:
   (a)  decreases of $0.7 million in repairs and maintenance
costs from 1993 levels resulted from the sale of a marine vessel
in the fourth quarter of 1993;
   (b)  decreases of $0.1 million in the cost of marine vessel
insurance resulted from the sale of three vessels in 1993.
(2)     Indirect operating expenses (defined as depreciation
expense, management fees, interest expense,  general and 
administrative expenses, and  bad debt expense) decreased  to
$4.0 million in the third quarter of 1994 from $4.8 million in
the same period in 1993.  This decrease resulted from:
   (a)  decreases in depreciation expense of $0.8 million from
1993 levels, reflecting the Partnership's double-declining
depreciation method and the effect of asset sales in 1993 and
1994, partially offset by the acquisition of the rig in July
1993;
   (b)  decreases in all general and administrative expenses of
$0.2 million from 1993 levels due to reduced professional
services required by the Partnership and lower storage expenses
incurred by two aircraft which were off-lease in the third
quarter of 1993;
   (c)  decreases of $0.1 million in management fees to
affiliates, reflecting the lower levels of lease revenues in
1994 as compared to 1993;
   (d)  increases of $0.2 million in interest expense resulting
from a higher base rate of interest charged on the Partnership's
debt.

(C)     Net Income (Loss)
   The Partnership's net income of $0.2 million for the third
quarter of 1994 increased from a net loss of $0.4 million in the
same period of 1993. The Partnership's ability to acquire,
operate, or liquidate assets, secure leases, and re-lease those
assets whose leases expire during the duration of the
Partnership is subject to many factors and the Partnership's
performance in the third quarter 1994 is not necessarily
indicative of future periods.  In the third quarter 1994, the
Partnership distributed $3.0 million to the Limited Partners, or
$0.40 per Depositary Unit.

Comparison of the Partnership's Operating Results for the Nine
Months Ended September 30, 1994 and 1993

(A)     Revenues

   Total revenues of $19.6 million for the nine months ended
September 30, 1994, declined from $29.5 million for the same
period in 1993. This decrease resulted primarily from lower
gains realized on the disposition of assets and from lower lease
revenue.
(1)     Lease revenues decreased to $18.3 million in the nine
months ended September 30, 1994 from $22.8 million in the same
quarter of 1993.  The following table lists lease revenues
earned by equipment type:
<TABLE>
<CAPTION>
                                           For the nine months ended 
                                                     September 30,       
                                                 1994             1993     

       <S>                                   <C>           <C>         
       Marine vessels                        $      5,142  $      9,496
       Aircraft                                     3,771         3,774
       Rail equipment                               3,619         4,162
       Trailers and tractors                        2,590         2,638
       Mobile offshore drilling units               1,852           775
       Marine containers                            1,289         1,942
                                             $     18,263   $    22,787


</TABLE>

Significant revenue component changes resulted primarily from:
    (a) declines of $4.4 million in marine vessel revenues due to
the sale of three on-lease vessels during the first and fourth
quarters of 1993 and lower re-lease charter rates for two
vessels which were sold at the end of the third quarter of 1994;
   (b) declines of $0.5 million in railcar revenues due to the
sale of 639 railcars during 1993;
   (c) declines of $0.7 million in marine container revenues
primarily due to a group of marine containers which were on
lease in 1993, but off-lease in 1994, offset, in part, by
revenue earned on 1,959 marine containers purchased in 1994;
   (d) although aircraft revenues remained relatively the same,
revenues decreased due to the sale of an aircraft in the fourth
quarter of 1993.  This decrease was offset entirely by the re-
lease of an aircraft which was off-lease for most of 1993; 
   (e) increases of $1.1 million in mobile offshore drilling unit
("rig") revenue due to the acquisition of a 55% interest in a
rig during July of 1993.  
(2)     Net gain on disposition of equipment during the nine
months ended September 30, 1994, totaled $0.8 million from the
sale or disposal of 266 trailers, 328 marine containers, two
railcars, and two marine vessels with a net book value of $11.1
million, and unused drydock reserves and closing costs of $2.0
million, for proceeds of $9.8 million.  During the same period
in 1993, the Partnership sold or disposed of two marine vessels,
639 railcars, 77 tractors and trailers, and 237 marine
containers with a net book value of $7.0 million and unused
drydock reserves of $0.7 million, for proceeds of $12.8 million
(See Footnote 5 to the Financial Statements).
(B)     Expenses
   Total expenses for the nine months ended September 30, 1994,
decreased to $19.4 million from $23.8 million for the same
period in 1993.  The decrease in 1994 expenses was primarily
attributable to decreases in depreciation expense, marine vessel
operating expenses, and insurance expense, partially offset by
an increase in interest expense.
(1)     Direct operating expenses (defined as repairs and
maintenance, insurance expenses, and marine operating expenses)
decreased to $7.0 million for the nine months ended September
30, 1994, from $9.6 million in the same period of 1993.  This
decrease resulted from:
   (a)  decreases of $0.8 million insurance expense which
resulted primarily from the sale of three marine vessels in 1993
and a refund of $0.2 million from an insurance pool which the
Partnership's marine vessels participate in, due to lower than
estimated insurance claims in the pool;
   (b)  decreases of $1.2 million in marine vessel operating
expenses due to the sale of three marine vessels in 1993.  This
decrease was offset by increased operating costs for three
marine vessels which operated under leases (voyage charters and
utilization-based pooling arrangements) in which the Partnership
paid costs not incurred when the vessels operated under time
charters in the similar period one year earlier;     
   (c)  decreases of $0.6 million in repairs and maintenance
expenses due to the sale of three marine vessels in 1993, offset
by increases in trailer expenses resulting from the increased
number of trailers coming off term leases which required
refurbishment prior to transitioning to short-term rental
facilities operated by an affiliate of the General Partner.
(2)     Indirect operating expenses (defined as depreciation
expense, management fees,interest expense, general and
administrative expenses, and bad debt expense) decreased to
$12.4 million for the nine months ended September 30, 1994, from
$14.0 million in the same period of 1993.  This decrease
resulted primarily from:
   (a)  decreases in depreciation expense of $1.8 million from
1993 levels, reflecting the Partnership's double-declining
balance depreciation method and the effect of asset sales in
1993 and 1994, partially offset by the acquisition of the rig in
July 1993;
   (b)  decreases of $0.2 million in management fees to
affiliates, reflecting the lower levels of lease revenues in
1994 as compared to 1993;
   (c)  decreases in general and administrative expenses of $0.2
million from 1993 levels due to reduced professional services
required by the Partnership and lower storage expenses for two
aircraft which were off-lease for most of 1993;
   (d)  increases in interest expense of $0.6 million from a $0.3
million write-off of unamortized loan origination costs due to
the refinancing of the Partnership's debt and a $0.3 million
increase due to a higher base rate of interest charged on the
Partnership's debt during 1994, offset by a reduction in the
amount of debt outstanding when compared to the same period in
1993.
(C)     Net Income 
   The Partnership's net income of $0.1 million for the nine
months ended September 30, 1994, decreased from a net income of
$5.8 million for the same period in 1993. The Partnership's
ability to acquire, operate, or liquidate assets, secure leases,
and re-lease those assets whose leases expire during the
duration of the Partnership is subject to many factors and the
Partnership's performance in the nine months of 1994 is not
necessarily indicative of future periods.  In the nine months of
1994, the Partnership distributed $9.0 million to the Limited
Partners, or $1.20 per Depositary Unit.

Trends

   Due in part to continuing recessionary conditions in Europe
and Japan over the last year and low oil and gas prices, the
markets for certain types of transportation equipment, primarily
mobile offshore drilling units, marine containers, and vessels
are performing below historic norms.  These conditions have
resulted in lower lease rates and reduced values for these types
of equipment and have significantly impacted the Partnership's
cash flow.  The General Partner will closely monitor the effects
of these factors on the Partnership's financial condition, and
as stated previously, take appropriate actions regarding
underperforming equipment.
   The return of lease rates on certain types of equipment to
their historical levels may be dependent on a number of factors
including improved international economic conditions, the
absence of technological obsolescence, new government
regulations, increased industry-specific demand, and the
increased availability of financing.
   The Partnership intends to use excess cash flow, if any, after
payment of expenses, loan principal, and cash distributions, to
acquire additional equipment during the first seven years of
Partnership operations which ends September 30, 1995.  The
General Partner believes these acquisitions, if any, may
generate additional earnings and cash flow for the Partnership.
<PAGE>

                  PART II - OTHER INFORMATION



Item 6.      Exhibits and Reports on Form 8-K

        (a)  Exhibits

               None.

        (b)  Reports on Form 8-K

               None.

<PAGE>




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 there unto duly authorized.


                                 PLM EQUIPMENT FUND II          
                                                                
                                                                
                                                                
                                 By:  PLM Financial Services,
                                 Inc.
                                 General Partner                
      



Date:  November 11, 1994              By:      
                                           David J. Davis       

                                           Vice President and   
       
                                           Corporate Controller 
 
   


   

<PAGE>




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 there unto duly authorized.


                                   PLM EQUIPMENT FUND II          
                                                                  
                                                                  
                                                                  
                                   By:  PLM Financial Services,   
                                   Inc. General Partner           
                                              



Date:  November 11, 1994           By:  /s/ David J. Davis        
                                        David J. Davis    
                                        Vice President and       
                                        Corporate Controller   
     


     


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the third
quarter 10-Q and is qualified in its entirety by reference to such 10-Q.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994
<CASH>                                           18257
<SECURITIES>                                         0
<RECEIVABLES>                                     2623
<ALLOWANCES>                                       260
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                          124750
<DEPRECIATION>                                   72739
<TOTAL-ASSETS>                                   73719
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                       33531
<TOTAL-LIABILITY-AND-EQUITY>                     73719
<SALES>                                              0
<TOTAL-REVENUES>                                 19559
<CGS>                                                0
<TOTAL-COSTS>                                    17483
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                1942
<INCOME-PRETAX>                                    134
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       134
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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