PEGASUS AIRCRAFT PARTNERS II L P
8-K, 2000-01-21
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): January 19, 2000


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

                           Commission File No. 0-18387

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


                          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.


Change in Distribution Rate
- ---------------------------

Pegasus Aircraft Partners II (the "Partnership") paid out distributions relating
to the fourth  quarter  1999 on January  19, 2000 at the rate of $0.30 per Unit.
The $0.30 per Unit is a decrease from the $0.40 per Unit  distributions paid for
the third  quarter 1999.  As discussed in the third  quarter  report,  delays in
refinancing  the  Partnership's  debt have  necessitated  the  reduction  in the
distribution.  Although there can be no assurance,  we are hopeful of completing
the   refinancing  and   replenishing   working  capital  to  resume  the  $0.40
distribution rate. Inclusive of this cash distribution, cumulative distributions
for investors admitted in the first closing amount to $17.92 per Unit.





<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





           January 21, 2000              By:      /S/Clifford B. Wattley
                                                  ----------------------
                                                  Clifford B. Wattley
                                                  President and Director



<PAGE>


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