CYPRESS EQUIPMENT FUND LTD
8-K, 1997-09-29
EQUIPMENT RENTAL & LEASING, NEC
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                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                     
                                 FORM 8-K
                                     
                              CURRENT REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of Earliest Event Reported)       September 15, 1997



                     CYPRESS EQUIPMENT FUND, LTD.
         (Exact Name of Registrant as Specified in its Charter)



           Florida                      0-19021               59-2927387
(State or other jurisdiction of        (Commission       (I.R.S. Employer
 incorporation or organization)        File Number)     Identification No.)


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

Registrant's Telephone Number (Including Area Code)    (813) 573-3800


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Item 2    Acquisition or Disposition of Assets

     On September 15, 1997, Cypress Equipment Fund, Ltd.,  a Florida
limited partnership, ("Seller"), sold to Bombardier Services Corporation, a
Delaware corporation ("Buyer"), one Shorts Model SD3-60 Aircraft.

     The sale totaled an aggregate amount of $900,000.


Item 7.   Financial Statements, Proforma Financial Information and Exhibits

          (c)  Exhibits (to be sent in paper format)


28.90     Purchase and Sale Agreement (the "Agreement") as of the 15th day
          of September, 1997 by and between Cypress Equipment Fund,Ltd.
          ("Seller"), a Florida limited partnership, and Bombardier
          Services Corporation, a Delaware corporation ("Buyer").
          

<PAGE>

                      SIGNATURE


     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 duly authorized.


                                   Cypress Equipment Fund, Ltd.
                                     A Florida Limited Partnership

                                   RJ Leasing - 2, Inc.
                                     A General Partner



Date:  September 26, 1997           /s/ J. Davenport Mosby, III
                                   J. Davenport Mosby, III
                                   President



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