UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------
                                    FORM 10-Q



[X]          QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR  15(D)  OF THE
             SECURITIES  EXCHANGE ACT OF 1934 FOR THE FISCAL  QUARTER ENDED
             MARCH 31, 2000

[ ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
             EXCHANGE ACT OF 1934
             FOR THE TRANSITION PERIOD FROM              TO


                         COMMISSION FILE NUMBER 1-10553
                             -----------------------


                          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 800, SAN FRANCISCO, CA                          94105-1301
    (Address of principal                               (Zip code)
      executive offices)


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


    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 ______







                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                                 BALANCE SHEETS
                 (in thousands of dollars, except unit amounts)






                                                                                       March 31,     December 31,
                                                                                      2000            1999
                                                                                  -----------------------------
  ASSETS

                                                                                            
  Equipment held for operating lease, at cost                                     $   31,220      $   32,487
  Less accumulated depreciation                                                      (25,204)        (25,815)
                                                                                  -----------------------------
       Net equipment                                                                   6,016           6,672

  Cash and cash equivalents                                                            2,197             894
  Accounts receivable, less allowance for doubtful
      accounts of $97 in 2000 and $107 in 1999                                         1,002             877
  Investment in an unconsolidated special-purpose entity                                   7             368
  Prepaid expenses and other assets                                                       32              47
                                                                                  ----------------------------

        Total assets                                                              $    9,254      $    8,858
                                                                                  =============================

  LIABILITIES AND PARTNERS' CAPITAL

  Liabilities:
  Accounts payable and accrued expenses                                           $      316      $      352
  Due to affiliates                                                                       67              67
  Lessee deposits and reserve for repairs                                                759             783
                                                                                  -----------------------------
      Total liabilities                                                                1,142           1,202
                                                                                  -----------------------------

  Partners' capital:
  Limited partners (7,381,805 depositary units as of
      March 31, 2000 and December 31, 1999)                                            8,112           7,656
  General Partner                                                                         --              --
                                                                                  -----------------------------
      Total partners' capital                                                          8,112           7,656
                                                                                  -----------------------------

        Total liabilities and partners' capital                                   $    9,254      $    8,858
                                                                                  =============================




















                 See accompanying notes to financial statements.






                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                              STATEMENTS OF INCOME
         (in thousands of dollars, except weighted-average unit amounts)




                                                                            For the Three Months
                                                                               Ended March 31,
                                                                            2000            1999
                                                                         ----------------------------

  REVENUES

                                                                                   
  Lease revenue                                                          $   1,505       $   1,457
  Interest and other income                                                     11              24
  Net gain (loss) on disposition of equipment                                  (22)            152
                                                                         ----------------------------
      Total revenues                                                         1,494           1,633

  EXPENSES

  Depreciation                                                                 432             514
  Repairs and maintenance                                                      410             395
  Equipment operating expenses                                                  45              29
  Management fees to affiliate                                                  77              79
  General and administrative expenses to affiliates                             67              83
  Other general and administrative expenses                                    245             181
  Recovery of bad debts                                                        (10)             (3)
                                                                         ----------------------------
      Total expenses                                                         1,266           1,278

  Equity in net income (loss) of an unconsolidated
      special-purpose entity                                                 1,364            (133)
                                                                         ----------------------------

        Net income                                                       $   1,592       $     222
                                                                         ============================

  PARTNERS' SHARE OF NET INCOME

  Limited partners                                                       $   1,535       $     166
  General Partner                                                               57              56
                                                                         ----------------------------

        Total                                                            $   1,592       $     222
                                                                         ============================

  Net income per weighted-average depositary unit                        $    0.21       $    0.02
                                                                         ============================

  Cash distribution                                                      $   1,136       $   1,136
                                                                         ============================

  Cash distribution per weighted-average depositary unit                 $    0.15       $    0.15
                                                                         ============================












                 See accompanying notes to financial statements.






                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
            FOR THE PERIOD FROM DECEMBER 31, 1998 TO MARCH 31, 2000
                            (in thousands of dollars)




                                                                  Limited             General
                                                                  Partners            Partner             Total
                                                                ---------------------------------------------------
                                                                                              

    Partners' capital as of December 31, 1998                   $   11,267          $      --          $   11,267

  Net income                                                           707                227                 934

  Cash distribution                                                 (4,318)              (227)             (4,545)
                                                                ---------------------------------------------------

    Partners' capital as of December 31, 1999                        7,656                 --               7,656

  Net income                                                         1,535                 57               1,592

  Cash distribution                                                 (1,079)               (57)             (1,136)
                                                                ---------------------------------------------------

    Partners' capital as of March 31, 2000                      $    8,112          $      --          $    8,112
                                                                ===================================================







































                 See accompanying notes to financial statements.






                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                            STATEMENTS OF CASH FLOWS
                            (in thousands of dollars)





                                                                                          For the Three Months
                                                                                            Ended March 31,
                                                                                       2000                 1999
                                                                                   -----------------------------------
  OPERATING ACTIVITIES
                                                                                                   
  Net income                                                                       $    1,592            $     222
  Adjustments to reconcile net income to net cash provided
      by (used in) operating activities:
    Depreciation                                                                          432                   514
    Net (gain) loss on disposition of equipment                                            22                  (152)
    Equity in net (gain) loss from an unconsolidated special-purpose entity            (1,364)                  133
    Changes in operating assets and liabilities:
      Accounts receivable, net                                                           (125)                  252
      Prepaid expenses and other assets                                                    15                    10
      Accounts payable and accrued expenses                                               (36)                  (48)
      Due to affiliates                                                                    --                   (10)
      Lessee deposits and reserve for repairs                                             (24)                   18
                                                                                   -----------------------------------
        Net cash provided by operating activities                                         512                   939
                                                                                   -----------------------------------

  Investing activities
  Proceeds from disposition of equipment                                                  202                   429
  Liquidation distributions from an unconsolidated special-purpose entity               1,824                    --
  Additional investments in an unconsolidated special-purpose entity
      to fund operations                                                                  (99)                   (2)
                                                                                   -----------------------------------
        Net cash provided by investing activities                                       1,927                   427
                                                                                   -----------------------------------

  Financing activities
  Cash distribution paid to limited partners                                           (1,079)               (1,080)
  Cash distribution paid to General Partner                                               (57)                  (56)
                                                                                   ----------------------------------
        Net cash used in financing activities                                          (1,136)               (1,136)
                                                                                   -----------------------------------

  Net increase in cash and cash equivalents                                             1,303                   230

  Cash and cash equivalents at beginning of period                                        894                 1,986
                                                                                   -----------------------------------

  Cash and cash equivalents at end of period                                       $    2,197            $    2,216
                                                                                   ===================================


















                 See accompanying notes to financial statements.






                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2000

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 March 31, 2000 and December 31, 1999, the
     statements  of income for the three  months  ended March 31, 2000 and 1999,
     the  statements of cash flows for the three months ended March 31, 2000 and
     1999,  and the  statements  of changes in partners'  capital for the period
     from December 31, 1998 to March 31, 2000. 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,  1999,  on file at the  Securities  and
     Exchange Commission.

2.   SCHEDULE OF PARTNERSHIP PHASES

     The  Partnership,  in accordance  with its limited  partnership  agreement,
     entered its  liquidation  phase on January 1, 1999,  and has  commenced  an
     orderly  liquidation of the  Partnership's  assets.  The  Partnership  will
     terminate on December 31, 2006, unless terminated  earlier upon the sale of
     all equipment or by certain other events. The General Partner may no longer
     reinvest cash flows and surplus  funds in equipment.  All future cash flows
     and surplus funds,  if any, are to be used for  distributions  to partners,
     except to the  extent  used to  maintain  reasonable  reserves.  During the
     liquidation phase, the Partnership's assets will continue to be recorded at
     the lower of the carrying amount or fair value less cost to sell.

3.   RECLASSIFICATION

     Certain amounts in the 1999 financial  statements have been reclassified to
     conform to the 2000 presentation.

4.   CASH DISTRIBUTION

     Cash distributions are recorded when paid and may include amounts in excess
     of net income that are considered to represent a return of capital. For the
     three months ended March 31, 2000 and 1999, cash distributions totaled $1.1
     million.  Cash distributions to the limited partners of $0 and $0.9 million
     for the three  months  ended  March 31, 2000 and 1999,  respectively,  were
     deemed to be a return of capital.

    Cash distributions  related to the results from the first quarter of 2000 of
    $1.1  million,  will be paid during May 2000. In addition,  the  Partnership
    will make a special  distribution  of $0.8 million during the second quarter
    of 2000.

5.   TRANSACTIONS WITH GENERAL PARTNER AND AFFILIATES

     Partnership  management  fees of $0.1  million were payable as of March 31,
     2000 and December 31, 1999.

     The   Partnership's   proportional   share  of  the  data   processing  and
     administrative  expenses  incurred by the  unconsolidated  special  purpose
     entity  (USPE) was $1,000 and $0 for the three  months ended March 31, 2000
     and 1999, respectively.






                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2000

6.   EQUIPMENT

     The  components  of  owned  equipment  were as  follows  (in  thousands  of
     dollars):

                                                 March 31,          December 31,
                                                   2000                 1999
                                              ---------------------------------
  Railcars                                      $   16,120           $   16,249
  Trailers                                          10,432               10,606
  Marine containers                                  4,668                5,632
                                               --------------------------------
                                                    31,220               32,487
  Less accumulated depreciation                    (25,204)             (25,815)
                                               --------------------------------
        Net equipment                           $    6,016           $    6,672
                                               ================================

     As of March 31,  2000,  all  equipment  was either on lease or operating in
     PLM-affiliated short-term trailer rental facilities,  except for 156 marine
     containers  and 83  railcars  with an  aggregate  net  book  value  of $0.4
     million.  As of December 31,  1999,  all  equipment  was either on lease or
     operating in PLM-affiliated  short-term trailer rental  facilities,  except
     for 84 railcars and 134 marine  containers with an aggregate net book value
     of $0.4 million.

     For the three months ended March 31, 2000, the Partnership sold or disposed
     marine containers,  trailers and railcars, with an aggregate net book value
     of $0.2 million, for proceeds of $0.2 million.

     During the three  months  ended March 31,  1999,  the  Partnership  sold or
     disposed of marine containers,  trailers,  and railcars,  with an aggregate
     net book value of $0.3 million, for proceeds of $0.4 million.

7.   INVESTMENT IN AN UNCONSOLIDATED SPECIAL-PURPOSE ENTITY

     The net  investment  in a USPE  consisted of a 50% interest in a trust that
     owned a Boeing  737-200A  aircraft  (and  related  assets and  liabilities)
     totaling  $7,000 and $0.4  million as of March 31,  2000 and  December  31,
     1999, respectively.

     During  the  first   quarter  of  2000,   the  General   Partner  sold  the
     Partnership's  investment  in this USPE for  proceeds of $1.8  million that
     resulted in a gain on disposition of $1.5 million.





                     (This space intentionally left blank.)








                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2000

8.   OPERATING SEGMENTS

     The Partnership  operates or operated in four different segments:  aircraft
     leasing,  marine  container  leasing,  trailer leasing and railcar leasing.
     Each equipment leasing segment engages in short-term to mid-term  operating
     leases to a variety of customers. The following tables present a summary of
     the operating segments (in thousands of dollars):




                                                     Marine
                                          Aircraft  Container   Trailer   Railcar    All
     For the quarter ended March 31, 2000 Leasing    Leasing    Leasing   Leasing    Other<F1>1  Total
     ------------------------------------ -------    -------    -------   -------    ----        -----

     REVENUES
                                                                             
       Lease revenue                       $    --   $     73   $    524  $    908   $     --  $  1,505
       Interest income and other                --         --         --        --         11        11
       Gain (loss) on disposition of            --       (108)        19        67         --       (22)
        equipment
                                          --------------------------------------------------------------
         Total revenues                         --        (35)       543       975         11     1,494

     COSTS AND EXPENSES
       Operations support                       --          1        179       265         10       455
       Depreciation                             --         67        172       193         --       432
       Management fees                          --          4         28        45         --        77
       General and administrative               --          1         89        37        185       312
     expenses
       (Recovery of) provision for bad          --         --        (12)        2         --       (10)
     debts
                                          --------------------------------------------------------------
         Total costs and expenses               --         73        456       542        195     1,266
                                          --------------------------------------------------------------
     Equity in net income of a USPE          1,364         --         --        --         --     1,364
                                          --------------------------------------------------------------
     Net income (loss)                     $ 1,364   $   (108)  $     87  $    433   $   (184) $  1,592
                                          ==============================================================


     Total assets as of March 31, 2000     $     7   $    658   $  4,270  $  2,089   $  2,230  $  9,254
                                          ==============================================================


                                                     Marine
                                          Aircraft  Container   Trailer   Railcar    All
     For the quarter ended March 31, 1999 Leasing    Leasing    Leasing   Leasing    Other<F1>1  Total
     ------------------------------------ -------    -------    -------   -------    ----        -----

     Revenues
       Lease revenue                       $    --   $     41   $    464  $    952   $     --  $  1,457
       Interest income and other                --         --         --        --         24        24
       Gain (loss) on disposition of            --        (83)        43       192         --       152
     equipment
                                          --------------------------------------------------------------
         Total revenues                         --        (42)       507     1,144         24     1,633

     Costs and expenses
       Operations support                       --          1        124       295          4       424
       Depreciation                             --         88        225       201         --       514
       Management fees                          --          2         29        48         --        79
       General and administrative                1          3         73        46        141       264
     expenses
       Provision for (recovery of) bad          --         --          3        (6)        --        (3)
     debts
                                          --------------------------------------------------------------
         Total costs and expenses                1         94        454       584        145     1,278
                                          --------------------------------------------------------------
     Equity in net loss of a USPE             (133)        --         --        --         --      (133)
                                          --------------------------------------------------------------
     Net income (loss)                     $  (134)  $   (136)  $     53  $    560   $   (121) $    222
                                          ==============================================================

     Total assets as of March 31, 1999     $   363   $    993   $  4,437  $  2,768   $  2,959  $ 11,520
                                          ==============================================================
<FN>
<F1>
- --------------------------
1  Includes interest income and costs not identifiable to a particular segment,
   such as certain operations support and general and administrative expenses.

</FN>









                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2000

9.   NET INCOME PER WEIGHTED-AVERAGE PARTNERSHIP UNIT

     Net income per  weighted-average  Partnership unit was computed by dividing
     net income attributable to limited partners by the weighted-average  number
     of   Partnership   units  deemed   outstanding   during  the  period.   The
     weighted-average  number of Partnership units deemed outstanding during the
     three months ended March 31, 2000 and 1999 was 7,381,805.

10.  CONTINGENCIES

     The  Partnership,  together with  affiliates,  has initiated  litigation in
     various official forums in India against a defaulting Indian airline lessee
     to repossess Partnership property and to recover damages for failure to pay
     rent and failure to maintain  such  property in  accordance  with  relevant
     lease  contracts.  The  Partnership  has  repossessed  all of its  property
     previously leased to such airline,  and the airline has ceased  operations.
     In response to the  Partnership's  collection  efforts,  the airline  filed
     counter-claims  against  the  Partnership  in excess  of the  Partnership's
     claims against the airline. The General Partner believes that the airline's
     counterclaims  are completely  without merit,  and the General Partner will
     vigorously defend against such counterclaims.  The General Partner believes
     an unfavorable outcome from the counterclaims is remote.

11.  LIQUIDATION AND SPECIAL DISTRIBUTIONS

     On January 1, 1999, the General Partner began the liquidation  phase of the
     Partnership  with the  intent to  commence  an orderly  liquidation  of the
     Partnership assets. The General Partner is actively marketing the remaining
     equipment  portfolio with the intent of maximizing  sale proceeds.  As sale
     proceeds are received the General Partner  intends to periodically  declare
     special  distributions  to  distribute  the sale  proceeds to the partners.
     During the liquidation phase of the Partnership the equipment will continue
     to be leased under  operating  leases until sold.  Operating cash flows, to
     the  extent  they  exceed  Partnership   expenses,   will  continue  to  be
     distributed  on a quarterly  basis to partners.  The amounts  reflected for
     assets and liabilities of the Partnership have not been adjusted to reflect
     liquidation  values. The equipment portfolio continues to be carried at the
     lower of depreciated cost or fair value less cost to dispose.  Although the
     General  Partner   estimates  that  there  will  be   distributions   after
     liquidation  of assets and  liabilities,  the amounts  cannot be accurately
     determined  prior  to  actual  liquidation  of the  equipment.  Any  excess
     proceeds over expected  Partnership  obligations will be distributed to the
     Partners  throughout the liquidation  period.  Upon final liquidation,  the
     Partnership will be dissolved.

     No special  distributions  were paid in the first quarter of 2000 and 1999.
     The  Partnership  is not  permitted  to  reinvest  proceeds  from  sales or
     liquidations of equipment.  These proceeds,  in excess of operational  cash
     requirements,  are periodically paid out to limited partners in the form of
     special distributions.  The sales and liquidations occur because of certain
     damaged equipment,  the determination by the General Partner that it is the
     appropriate  time to maximize  the return on an asset  through sale of that
     asset, and, in some leases,  the ability of the lessee to exercise purchase
     options.










                     (This space intentionally left blank.)





ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

(I)  RESULTS OF OPERATIONS

Comparison of the PLM Equipment Growth Fund II's (the  Partnership's)  Operating
Results for the Three Months Ended March 31, 2000 and 1999

(A)  Owned Equipment Operations

Lease  revenues less direct  expenses  (defined as repairs and  maintenance  and
equipment  operating  expenses) on owned  equipment  increased  during the first
quarter of 2000 when compared to the same quarter of 1999.  Gains or losses from
the sale of  equipment,  interest and other income and certain  expenses such as
depreciation and general and  administrative  expenses relating to the operating
segments (see Note 8 to the unaudited financial statements), are not included in
the owned equipment operation discussion because they are indirect in nature and
not a result of  operations  but the result of owning a portfolio of  equipment.
The following  table presents lease revenues less direct expenses by segment (in
thousands of dollars):

                                           For the Three Months
                                             Ended March 31,
                                           2000             1999
                                        ----------------------------
  Railcars                             $    643         $    657
  Trailers                                  345              340
  Marine containers                          72               40

Railcars:  Railcar lease revenues and direct expenses were $0.9 million and $0.3
million,  respectively,  for the first quarter of 2000, compared to $1.0 million
and $0.3  million,  respectively,  during  the  same  quarter  of 1999.  Railcar
contribution  decreased  in the  first  quarter  of 2000,  compared  to the same
quarter of 1999, due to the sale of railcars in 2000 and 1999.

Trailers:  Trailer lease revenues and direct expenses were $0.5 million and $0.2
million,  respectively,  for the first quarter of 2000, compared to $0.5 million
and $0.1 million,  respectively,  during the same quarter of 1999. Lease revenue
increased  $0.1 million in the first quarter of 2000 compared to the same period
in 1999 due to higher utilization. This increase in lease revenue was offset, in
part,  by a decrease of $0.1 million due to sales and  dispositions  of trailers
during 2000 and 1999.  Trailer  repairs and  maintenance  increased $0.1 million
primarily due to required repairs during the first quarter of 2000 that were not
needed during the same period of 1999.

Marine containers: Marine container lease revenues were $0.1 million and $40,000
during the first quarter of 2000 and 1999,  respectively.  The increase in lease
revenues  was due to higher  utilization  revenue  in the first  quarter of 2000
compared to the same period in 1999.

(B)  Indirect Expenses Related to Owned Equipment Operations

Total indirect  expenses of $0.8 million for the first quarter of 2000 decreased
from $0.9  million  for the same  quarter in 1999.  The  primary  reason for the
decrease was a $0.1 million  decrease in  depreciation  expense from 1999 levels
due to asset sales in 2000 and 1999.

(C)  Net Gain (Loss) on Disposition of Owned Equipment

The net loss on  disposition  of equipment for the first quarter of 2000 totaled
$0.1 million,  which resulted from the disposal of marine  containers with a net
book  value of $0.2  million,  for  proceeds  of $0.1  million.  The net loss on
disposition of this equipment was offset,  in part, by a net gain on disposition
of equipment of $0.1  million,  resulting  from the sale or disposal of trailers
and railcars with an aggregate net book value of $20,000, for aggregate proceeds
of $0.1 million.  Net gain on  disposition  of equipment for the same quarter in
1999 totaled $0.2  million,  and resulted from the disposal or sale of trailers,
marine  containers,  and  railcars,  with an  aggregate  net book  value of $0.3
million, for aggregate proceeds of $0.4 million.






(D) Equity in Net Gain (Loss) of an Unconsolidated Special-Purpose Entity (USPE)

Equity in net gain (loss) of an unconsolidated special-purpose entity represents
the net gain  (loss)  generated  from the  operation  of a  jointly-owned  asset
accounted for under the equity method (see Note 7 to the financial statements).

As of March 31, 1999,  the  Partnership  owned a 50% interest in an entity which
owned a commercial aircraft that was off lease during the first quarter of 1999.
During the first  quarter of 2000,  the gain from the sale of the  Partnership's
interest  in the USPE of $1.5  million,  which was sold in the first  quarter of
2000, was offset by depreciation  expense,  direct expenses,  and administrative
expenses of $0.1 million.  During the same period of 1999, depreciation expense,
direct expenses, and administrative expenses was $0.1 million.

(E)  Net Income

As a result of the foregoing,  the Partnership's net income was $1.6 million for
the first  quarter of 2000,  compared to net income of $0.2  million  during the
first  quarter of 1999.  The  Partnership's  ability to  operate  and  liquidate
assets,  secure leases, and re-lease those assets whose leases expire is subject
to many factors, and the Partnership's  performance in the first quarter of 2000
is not necessarily  indicative of future periods.  In the first quarter of 2000,
the Partnership  distributed $1.1 million to the limited partners,  or $0.15 per
weighted-average depositary unit.

(II) FINANCIAL CONDITION -- CAPITAL RESOURCES AND LIQUIDITY

For the quarter ended March 31, 2000, the Partnership  generated $0.4 million in
operating cash (net cash provided by operating  activities less investments in a
USPE to fund  its  operations)  to meet  its  operating  obligations,  but  used
undistributed  available  cash from prior  periods and proceeds  from  equipment
sales of  approximately  $0.7 to maintain the level of  distributions  (total of
$1.1 million in the first quarter of 2000) to the partners.

During the quarter  ended March 31, 2000,  the  Partnership  sold or disposed of
marine  containers,  trailers,  and railcars for proceeds of $0.2  million.  The
Partnership also received  liquidating proceeds of $1.8 million from the sale of
its interest in an entity owning an aircraft.

The General  Partner has not  planned any  expenditures,  nor is it aware of any
contingencies that would cause the Partnership to require any additional capital
to that mentioned above.

The Partnership is in its active liquidation phase. As a result, the size of the
Partnership's remaining equipment portfolio and, in turn, the amount of net cash
flows from  operations will continue to become  progressively  smaller as assets
are sold. Although  distribution levels may be reduced,  significant asset sales
may result in potential special distributions to the partners.

The amounts  reflected for assets and  liabilities of the  Partnership  have not
been adjusted to reflect  liquidation  values.  The equipment  portfolio that is
actively being marketed for sale by the General Partner  continues to be carried
at the lower of depreciated  cost or fair value less cost of disposal.  Although
the General Partner  estimates that there will be  distributions to the partners
after final disposal of assets and settlement of liabilities, the amounts cannot
be accurately determined prior to actual disposal of the equipment.

(III) EFFECTS OF YEAR 2000

To date, the Partnership has not experienced any material Year 2000 (Y2K) issues
with  either  its  internally  developed  software  or  purchased  software.  In
addition, to date the Partnership has not been impacted by any Y2K problems that
may have impacted our customers and suppliers.  The General Partner continues to
monitor its systems for any potential Y2K issues.

(IV) OUTLOOK FOR THE FUTURE

Since the Partnership is in its active  liquidation  phase,  the General Partner
will be seeking to  selectively  re-lease or sell assets as the existing  leases
expire.  Sale decisions will cause the operating  performance of the Partnership
to decline over the remainder of its life.

Several  factors  may  affect the  Partnership's  operating  performance  in the
remainder  of  2000  and  beyond,  including  changes  in the  markets  for  the
Partnership's  equipment and changes in the regulatory environment in which that
equipment operates.

Liquidation of the Partnership's equipment represents a reduction in the size of
the  equipment  portfolio and may result in a reduction of  contribution  to the
Partnership.  Other factors affecting the Partnership's contribution in 2000 and
beyond includes:

1. The General Partner  continues to seek a lessee for the Partnership's 75 mill
gondola  railcars,  which have  remained  off lease since the second  quarter of
1999.  Demand for these  particular  mill  gondolas  has been weak,  as they are
older, low cubic capacity, and low-sided railcars.

2. The cost of new  marine  containers  has been at  historic  lows for the past
several  years  which has caused  downward  pressure  on per diem  lease  rates.
Recently,  the cost of marine containers have started to increase which, if this
trend  continues,  should  translate into rising per diem lease rates.  However,
demand for some of the  Partnership's  refrigerated  marine containers have been
weak, as they are older  containers.  These marine  containers are currently off
lease and the General Partner plans to dispose of these containers.

The  ability  of the  Partnership  to  realize  acceptable  lease  rates  on its
equipment in the different equipment markets is contingent on many factors, such
as specific market conditions and economic activity, technological obsolescence,
and  government  or other  regulations.  The  unpredictability  of some of these
factors,  or of their occurrence,  makes it difficult for the General Partner to
clearly  define  trends or  influences  that may impact the  performance  of the
Partnership's  equipment.  The General  Partner  continually  monitors  both the
equipment  markets and the performance of the  Partnership's  equipment in these
markets.  The General Partner may make an evaluation to reduce the Partnership's
exposure to  equipment  markets in which it  determines  that it cannot  operate
equipment and achieve acceptable rates of return.

The  Partnership  intends to use cash flow from  operations  and  proceeds  from
disposition of equipment to satisfy its operating requirements, maintain working
capital reserves, and pay cash distributions to the investors.

(V)  FORWARD-LOOKING INFORMATION

Except for historical  information contained herein, the discussion in this Form
10-Q contains  forward-looking  statements that involve risks and uncertainties,
such as statements of the Partnership's  plans,  objectives,  expectations,  and
intentions.  The cautionary  statements made in this Form 10-Q should be read as
being applicable to all related forward-looking  statements wherever they appear
in this Form 10-Q. The Partnership's actual results could differ materially from
those discussed here.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Partnership's  primary market risk exposure is that of currency  devaluation
risk.  During the first quarter of 2000,  28% of the  Partnership's  total lease
revenues from wholly- and partially-owned  equipment came from non-United States
domiciled  lessees.  Most of the leases require  payment in United States (U.S.)
currency.  If these lessee's  currency  devalues  against the U.S.  dollar,  the
lessees could encounter  difficulty in making the U.S. dollar  denominated lease
payments.





                          PART II -- OTHER INFORMATION



ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

              (a) Exhibits

                  None.

              (b) Reports on Form 8-K

                  None.







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 there unto duly authorized.



                                    PLM EQUIPMENT GROWTH FUND II
                                    By: PLM Financial Services, Inc.
                                        General Partner




Date:  May 8, 2000                  By:  /s/ Richard K Brock
                                         --------------------------
                                         Richard K Brock
                                         Chief Financial Officer