PEGASUS AIRCRAFT PARTNERS II L P
8-K, 1999-10-05
EQUIPMENT RENTAL & LEASING, NEC
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                UNITED STATES 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 22, 1999


                               -------------------

                           Commission File No. 0-18387

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                          PEGASUS AIRCRAFT PARTNERS II
                         A Delaware Limited Partnership


                         State of Organization: Delaware
                   IRS Employer Identification No. 84-1111757
      Four Embarcadero Center, 35th Floor, San Francisco, California 94111
                           Telephone - (415) 434-3900












                       This document consists of 3 pages.


<PAGE>

Item 5.  Other Events.


Increase in Line of Credit
- --------------------------

On  September  22,  1999,  Pegasus  Aircraft  Partners  II  (the  "Partnership")
increased its line of credit from $12,500,000 to $19,000,000.  The interest rate
is floating  and was  increased  from 125 basis  points  ("BPs") over the bank's
prime lending rate to 150 BPs over the bank's prime  lending  rate.  The line of
credit  expiration  has not changed and expires on December 31,  1999.  Although
there can be no assurance  of a successful  conclusion,  the  Partnership  is in
discussions with a different lender to replace the line of credit.

The increased line is to be used  predominantly  to fund the cost to convert the
aircraft to be leased to Kitty Hawk Aircargo,  Inc. to a freighter configuration
and for working capital purposes.



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<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 thereunto duly authorized.

                                         PEGASUS AIRCRAFT PARTNERS II, L.P.
                                         (Registrant)
                                         By:    Air Transport Leasing, Inc.
                                                Administrative General Partner






           October 1, 1999                      By:      /S/Clifford B. Wattley
           ---------------                               ----------------------
                                                         Clifford B. Wattley
                                                         President and Director



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