PLM EQUIPMENT GROWTH FUND II
10-Q, 1994-08-11
EQUIPMENT RENTAL & LEASING, NEC
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                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C. 20549
                            FORM 10-Q
           QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 1994       
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 Jurisdiction 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 executive offices)          (Zip code)

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



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

        Class                      Outstanding at August 12, 1994

Limited Partnership 
Depositary Units                         7,492,905

General Partnership Units:                  1

<PAGE>

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

                         BALANCE SHEETS
                     (thousands of dollars)

                                
                             ASSETS


<CAPTION>                                                         
                                         June 30,    December 31,
                                          1994          1993 
<S>                                    <C>           <C>      
Equipment held for 
  operating leases                     $ 146,865     $ 149,451
Less accumulated depreciation            (85,975)      (83,035)
  Net equipment                           60,890        66,416

Cash and cash equivalents                 14,206         5,996
Restricted cash                              596         8,178
Accounts receivable, less allowance
  for doubtful accounts of $259 
  in 1994 and $235 in 1993                 2,433         2,807
Deferred charges, net of accumulated
  amortization of $1,690 in 1994
  and $1,855 in 1993                         329           489
Prepaid expenses and other assets            274           320
                                                
        Total assets                   $  78,728     $  84,206

<CAPTION>
LIABILITIES AND PARTNERS' CAPITAL 
<S>                                    <C>           <C>      
Liabilities:

Accounts payable and accrued 
  expenses                             $   1,070     $   1,773
Due to affiliates                            216           355
Notes payable                             35,000        35,000
Prepaid deposits and reserve 
  for repairs                              5,940         4,216
      Total liabilities                   42,226        41,344

Partners' capital (deficit):

Limited partners (7,492,905 
  Depositary Units, including 
  1,150 Depositary Units held in 
  the Treasury) at June 30, 1994  
  and December 31, 1993                   37,488        43,894
General partner                             (986)       (1,032)
      Total partners' capital             36,502        42,862  

        Total liabilities and 
         partners'capital              $  78,728     $  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   
                                            ended June 30,    
                                         1994         1993    
<S>                                    <C>           <C>       
Revenues:
  Lease revenue                        $   6,112     $   7,732
  Interest and other income                  242           102
  Net gain (loss) on 
    disposition of equipment                  59          (336)
        Total revenues                     6,413         7,498

Expenses:
  Depreciation and amortization            2,764         3,016
  Management fees to affiliate               312           398
  Repairs and maintenance                  1,259         1,527
  Interest expense                           824           373
  Insurance expense to affiliate             168           276
  Other insurance expense                    291           281
  Marine equipment operating 
    expenses                               1,063         1,212
  General and administrative 
    expenses to affiliates                   158           154
  Other general and administrative  
    expenses                                 368           384
  Bad debt expense                            22            --
  Loss on revaluation of
    equipment                                 --           161 
        Total expenses                     7,229         7,782
 
Net income (loss)                      $    (816)    $    (284)

Partners' share of net 
 income (loss):
  Limited Partners                     $  (1,021)    $    (270)
  General Partner                            205           (14)
        Total                          $    (816)    $    (284)

Net income (loss) per Depositary 
  Unit (7,492,905 Units, including 
  1,150 Units held in Treasury  
  at June 30, 1994 and 1993;           $    (.14)    $   (0.04)

Cash distributions                     $   3,155     $   3,156

Cash distributions per
  Depositary Unit                      $    0.40     $    0.40


<CAPTION>
                                         For the six months   
                                           ended June 30,     
                                        1994            1993  
<S>                                    <C>           <C>      
Revenues:
  Lease revenue                        $  12,281     $  15,430
  Interest and other income                  355           145
  Net gain (loss) on 
    disposition of equipment                 640         6,512
        Total revenues                    13,276        22,087

Expenses:
  Depreciation and amortization            5,521         6,578
  Management fees to affiliate               611           783
  Repairs and maintenance                  2,580         2,495
  Interest expense                         1,374           888
  Insurance expense to affiliate             105           611
  Other insurance expense                    346           492
  Marine equipment operating 
    expenses                               1,854         2,991
  General and administrative 
    expenses to affiliates                   338           348
  Other general and administrative  
    expenses                                 546           603
  Bad debt expense                            51            --
  Loss on revaluation of
    equipment                                 --           161
        Total expenses                    13,326        15,950
 
Net income (loss)                      $     (50)    $   6,137

Partners' share of net income (loss):
  Limited Partners                     $    (412)    $   5,830
  General Partner                            362           307
        Total                          $     (50)    $   6,137

Net income (loss) per Depositary 
  Unit (7,492,905 Units, including 
  1,150 Units held in Treasury  
  at June 30, 1994 and 1993;           $    (.05)    $    0.78

Cash distributions                     $   6,310     $   6,314

Cash distributions per
  Depositary Unit                      $    0.80     $    0.80

</TABLE>

         See accompanying notes to financial statements.

<PAGE>

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

                    STATEMENTS OF CASH FLOWS
                     (thousands of dollars)
<CAPTION>
                                      For the six months ended
                                              June 30,        
                                            1994          1993
<S>                                    <C>           <C>      
Operating activities:
  Net income (loss)                    $     (50)    $   6,137

  Adjustments to reconcile net 
    income to net cash provided 
    by operating activities:
      Net gain on disposition 
       of equipment                         (640)       (6,512)
      Loss on revaluation 
       of equipment                           --           161
      Write-off of unamortized 
       loan origination costs                305            --
      Depreciation and amortization        5,521         6,578
      Changes in operating assets 
       and liabilities
        Accounts receivable, net             468        (1,808)
        Due to affiliates                   (169)          371
        Prepaid expenses and 
         other assets                         46           392
        Insurance reimbursement 
         receivable                           --         2,665
        Accounts payable and 
         accrued expenses                   (703)          167
        Prepaid deposits and 
         reserve for repairs               1,724           983
Cash provided by operating 
  activities                               6,502         9,134

Investing activities:
  Proceeds from disposition 
   of equipment                            1,883        12,512
  Payments of acquisition fees 
   to affiliate                               --           (14)
  Payments for purchase 
   of equipment                             (501)         (241)
  Payments for capital 
   improvements                             (710)            -
  Decrease (increase) in 
   restricted cash                         7,582       (11,083)
Cash provided by investing 
   activities                              8,254         1,174

Financing activities:
  Principal payments on notes 
   payable                                    --        (3,218)
  Cash distributions paid to 
   partners                               (6,310)       (6,314)
  Payments of debt issuance costs           (236)          -- 
  Repurchase of Depositary Units              --           (70)
Cash used in financing activities         (6,546)       (9,602)

Cash and cash equivalents:
Net increase (decrease) in cash 
 and cash equivalents                      8,210          706 

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

Cash and cash equivalents at 
 end of period                         $  14,206     $   2,931

Supplemental information:
  Interest paid                        $   1,069     $     895

</TABLE>

         See accompanying notes to financial statements.

<PAGE>


                  PLM EQUIPMENT GROWTH FUND II
                     (A Limited Partnership)
                  NOTES TO FINANCIAL STATEMENTS
                          June 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 June 30, 1994, the statements of
     operations for the three and six months ended June 30, 1994
     and 1993, and the statements of cash flows for the six months
     ended June 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 June 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 June 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 could only be used for the above
     mentioned purposes.

4.   Cash Distributions

     Cash distributions are recorded when paid and totaled 
     $6,310,000 for the six months ended June 30, 1994. Cash
     distributions to unit holders in excess of net income are
     considered to represent a return of capital.  Cash
     distributions to unit holders of $5,994,000 and $168,000 for
     the six months ended June 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 June 15, 1994, and are to be paid on August
     15, 1994, to the Unitholders of record as of June 30, 1994.  


5.   Equipment           

     Equipment held for operating leases is stated at cost.  As of
     June 30, 1994, the General Partner has reclassified assets
     previously reported as held for sale to equipment held for
     operating lease, unless the particular asset is subject to a
     pending contract for sale.

     The components of equipment are as follows (in thousands):

<TABLE>
<CAPTION>
                                      June 30,    December 31,
                                        1994          1993    
  <S>                                  <C>           <C>      
  Equipment held for operating 
   leases:

  Rail equipment                       $  19,800     $  19,800
  Marine containers                       17,573        17,889
  Marine vessels                          29,461        29,461
  Aircraft                                50,644        49,939
  Trailers and tractors                   13,071        16,049
  Mobile offshore drilling unit           16,316        16,313
                                         146,865       149,451
  Less accumulated depreciation          (85,975)      (83,035)

    Net equipment                      $  60,890     $  66,416

</TABLE> 

     As of June 30, 1994, all equipment in the Partnership
     portfolio was either on lease or operating in PLM affiliated
     short-term trailer rental facilities, except for 331 marine
     containers and one railcar.  As of December 31, 1993, 73
     marine containers and three railcars were off lease.  The
     aggregate carrying value of equipment off lease was $1,550,000
     and $172,001 at June 30, 1994, and December 31, 1993,
     respectively.

     Between January 1, 1994, and June 30, 1994, the Partnership
     purchased 1,147 used marine containers at a cost of $501,000
     and was obligated to pay acquisition and lease negotiation
     fees of $28,000 to PLM Transportation Equipment Corporation
     ("TEC"), a wholly-owned subsidiary of the General Partner. 
     Between January 1, 1993, and June 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 had entered into a
     commitment to purchase 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 the second
     quarter of 1993.  In connection with this commitment, the
     Partnership was required to reimburse TEC for a deposit of
     $1,210,000 towards the purchase of this equipment. The
     Partnership was also obligated to pay acquisition and lease
     negotiation fees totaling $400,000 to TEC.  The total amount
     of deposits and fees is included on the June 30, 1993, Balance
     Sheet as equipment acquisition deposits.  The Partnership
     completed the purchase of this equipment during July 1993.

     During the six months ended June 30, 1994, the Partnership
     sold or disposed of 189 marine containers and 262 trailers
     with a net book value of $1.2 million, for proceeds of $1.9
     million.  For the six months ended June 30, 1993, the
     Partnership sold or  disposed of 146 marine  containers, 588 
     railcars, two marine vessels, 23 tractors and 51 trailers with
     a net book value of $6.7 million, and unused drydock reserves
     of $0.7 million, for proceeds of $12.5 million. 

6.   Notes Payable

     On March 31, 1994, the Partnership completed a refinancing of
     its $35 million bank loan that 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 and
     ratios for market value and composition of the equipment owned
     by the Partnership.  The loan facility bears interest at LIBOR
     + 1.55% per annum (5.425% at June 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.

<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 that 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 discourages
over-concentration in any one equipment type.  The loan facility
bears interest at LIBOR + 1.55% per annum (5.425% at June 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.
     During the six months ended June 30, 1994, the Partnership
purchased 1,147 used marine containers at a cost of $0.5 million,
and disposed of 189 marine containers and 262 trailers for proceeds
of $1.9 million.
     As of June 30, 1994, the Partnership had committed to purchase
a group of new marine containers for $5.5 million.  The Partnership
also purchased thirteen used trailers for $0.3 million on July 29,
1994.
     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 June 30, 1994,
the Partnership had cumulatively repurchased 6,700 Depositary Units
at a cost of $70,000.
(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 the 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 the 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 that
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 second quarter of 1994. 

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

(A)  Revenues

     Total revenues for the quarter ended June 30, 1994, of $6.4
million declined from $7.5 million for the same period in 1993.
This decrease resulted primarily from lower lease revenue.
(1)  Lease revenues decreased to $6.1 million in the quarter ended
June 30, 1994, from $7.7 million in the same period in 1993,
primarily as a result of:
     (a) declines of $1.7 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 second quarter of 1993;  
     (b) declines of $0.3 million in container revenues due to the
liquidation of 305 marine containers in 1993, and 189 marine
containers in the first six months of 1994; 
     (c) declines of $0.1 million in railcar revenues due to the
sale of 639 railcars during 1993;
     (d) an increase of $0.5 million in mobile offshore drilling
unit ("Rig") revenue due to the acquisition of a 55% interest in
the Rig during the third quarter of 1993.  
(2)  Net gain on disposition of equipment during the second quarter
of 1994 totaled $59,000 from the sale or disposal of a trailer and
94 marine containers with a net book value of $139,000.  During the
same period in 1993, the Partnership sold or disposed of four
railcars, 60 tractors and trailers, and 94 marine containers with
a net book value of $0.7 million for proceeds of $0.4 million (See
Footnote 5 to the financial statements).
(B)  Expenses
     Total expenses for the quarter ended June 30, 1994, decreased
to $7.2 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 marine vessel
operating expenses.
(1)  Direct operating expenses (defined as repairs and maintenance,
insurance expenses, and marine operating expenses) decreased to
$2.8 million in the second quarter of 1994 from $3.3 million in the
same period in 1993.  This decrease resulted from:
     (a)  decreases of $0.3 million in repairs and maintenance
costs from 1993 levels resulting from the sale of a marine vessel
in the fourth quarter of 1993; 
     (b)  a decrease of $0.2 million in marine vessel operating
expenses due to the sale of a marine vessel in the fourth quarter
of 1993.
(2)  Indirect operating expenses (defined as depreciation expense,
management fees,interest expense, general and administrative
expenses, and bad debt expense) increased to $4.4 million in the
second quarter of 1994 from $4.3 million in the same period in
1993.  This decrease resulted from:
     (a)  an increase of $0.4 million in interest expense from a
$0.3 million write-off of unamortized loan origination costs due to
the refinancing of the Partnership's debt and a $0.1 million
increase resulting from a higher base rate of interest charged on
the Partnership's debt;
     (b)  decreases in depreciation expense of $0.3 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.
(C)  Net Loss
     The Partnership's net loss of $0.8 million for the second
quarter of 1994 increased from a net loss of $0.3 million in the
same period of 1993. The Partnership's ability to acquire, operate
and 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
second quarter 1994 is not necessarily indicative of future
periods.  In the second 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 Six
Months Ended June 30, 1994 and 1993

(A)  Revenues

     Total revenues for the six months ended June 30, 1994, of
$13.3 million declined from $22.1 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 $12.3 million in the six months
ended June 30, 1994 from $15.4 million in the same quarter of 1993,
primarily as a result of:
     (a) declines of $3.1 million in marine vessel revenues due to
the sale of three on-lease vessels during the first and fourth
quarters of 1993;
     (b) declines of $0.5 million in railcar revenues due to the
sale of 639 railcars during 1993;
     (c) declines of $0.4 million in container revenues due to the
liquidation of 305 marine containers in 1993, and 189 marine
containers in the first six months of 1994;
     (d) an increase of $0.9 million in mobile offshore drilling
unit ("Rig") revenue due to the acquisition of a 55% interest in a
Rig during the third quarter of 1993.  
(2)  Net gain on disposition of equipment during the six months
ended June 30, 1994, totaled $0.6 million from the sale or disposal
of 262 trailers and 189 marine containers with a net book value of
$1.2 million, for proceeds of $1.9 million.  During the same period
in 1993, the Partnership sold or disposed of two marine vessels,
588 railcars, 74 tractors and trailers, and 146 marine containers
with a net book value of $6.7 million and unused drydock reserves
of $0.7 million, for proceeds of $12.5 million (See Footnote 5 to
the Financial Statements).
(B)  Expenses
     Total expenses for the six months ended June 30, 1994,
decreased to $13.3 million from $15.9 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.
(1)  Direct operating expenses (defined as repairs and maintenance,
insurance expenses, and marine operating expenses) decreased to
$4.9 million for the six months ended June 30, 1994, from $6.6
million in the same period of 1993.  This decrease resulted from:
     (a)  decreases of $0.6 million in the cost of marine vessel
insurance resulted from the sale of three marine vessels in 1993,
and refund of a $0.2 million from an insurance pool that the
Partnership's marine vessels participate in due to lower than
estimated insurance claims in the pool;
     (b)  decreases of $1.1 million in marine vessel operating
expenses due to the sale of three marine vessels in 1993.  This
decrease was partially 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.  
(2)  Indirect operating expenses (defined as depreciation expense,
management fees,interest expense, general and administrative
expenses, and bad debt expense) decreased to $8.4 million for the
six months ended June 30, 1994, from $9.2 million in the same
period of 1993.  This decrease resulted primarily from:
     (a)  a decrease in depreciation expense of $1.1 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)  an increase in interest expense of $0.5 million from a
$0.3 million write-off of unamortized loan origination costs due to
the refinancing of the Partnership's debt, and a $0.2 million
increase from 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)  a decrease of $0.2 million in management fees to
affiliates, reflecting the lower levels of lease revenues in 1994
as compared to 1993.
(C)  Net Income (Loss)
     The Partnership's net loss of $50,000 for the six months ended
June 30, 1994, decreased from a net income of $6.1 million for the
same period in 1993. The Partnership's ability to acquire, operate
and 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
first six months of 1994 is not necessarily indicative of future
periods.  In the first six months of 1994, the Partnership
distributed $6.0 million to the Limited Partners, or $0.80 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 correspondingly significantly impacted Partnership 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 is 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.  
<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 thereunto duly authorized.


                              PLM EQUIPMENT FUND II           



                         By:  PLM Financial Services, Inc.
                              General Partner            



Date:  August 12, 1994   By:  /s/ David J. Davis        
                              David J. Davis    
                              Vice President and       
                              Corporate Controller   
     


     



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