PEGASUS AIRCRAFT PARTNERS II L P
8-K, 2000-10-06
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): October 5, 2000


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                           Commission File No. 0-18387

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                       PEGASUS AIRCRAFT PARTNERS II, L.P.
                       ----------------------------------
             (Exact name of registrant as specified in its charter)


                         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.

         Due  to  Aeromexico's   decision  not  to  extend  the  leases  on  the
Partnership's  two  DC-9s for two  years,  the  Partnership  has  suspended  its
quarterly cash  distribution  for at least the quarter ending September 30, 2000
(payable in October,  2000) in order to have  sufficient  resources  to fund the
conversion  of the DC 10-10 to a freighter  configuration  for Emery  Worldwide.
Aeromexico extended a lease for 8 months in one case and 10 months in the other.
As previously reported,  if Aeromexico had extended the two leases for 24 months
each,  the  current  loan  facility  would have  increased  by $5 million to $30
million thereby providing additional funds for the DC 10-10 conversion.

         The  Partnership's  ability to resume  regular  distributions,  and the
timing and amount of all future Partnership distributions,  will be dependent on
the Partnership's results of operations in the current and future quarters.










<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 5, 2000               By:  /S/Clifford B. Wattley
        ---------------------                 ----------------------
                                              Clifford B. Wattley
                                              President and Director



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